Summarised Governance Report

CORPORATE GOVERNANCE OVERVIEW

Our vision of global leadership in sustainable gold mining, and our ability to fulfil our stakeholder promises, requires the highest levels of corporate governance.

This means an approach to governance that supports the proactive and effective management of those strategic dynamics that will ultimately determine our long-term sustainability, whether operational, economic, social, environmental or otherwise.

This approach is essential given the long-term, capital-intensive nature of our mining projects, as well as the, at times, challenging social and political contexts in which we operate. It requires us not only to ensure our business remains profitable but also to deliver clear economic, social and environmental benefits to our stakeholders.

Our management approach is underpinned by our commitment to sound and robust corporate governance standards, which are essential to our ultimate operational and strategic success. A key element of the approach is to ensure that the Company complies with all laws and regulations as well as the highest levels of corporate governance.

The Board of Directors is the highest governing authority of the Group and the Board’s Charter articulates its objectives and responsibilities. Likewise, each of the Board sub-committees operates in accordance with its written terms of reference, which are reviewed on an annual basis by the various Board committees.

The Board takes ultimate responsibility for the Company’s adherence to sound corporate governance standards and sees to it that all business decisions and judgements are made with reasonable care, skill and diligence.

The role of non-executive directors, who are independent of management, is to protect shareholders’ interests, including those of minority shareholders. Furthermore, they ensure that individual directors or groups of directors are subject to appropriate scrutiny in their decision-making.

The roles of the Chairperson of the Board and the CEO are kept separate. Non-executive director Cheryl Carolus was the Chairperson of the Board and Nick Holland the CEO of Gold Fields for the entire period under review.

Number of Board Meetings, Board committee Meetings and Directors’ Attendance during the Year

Directors Board
meetings		   Special
Board
meetings		   Audit
Committee		   Safety, Health
and
Sustainability
Committee		   Capital
Projects
Committee		  
No. of meetings per year 4   4   71   4   4  
CA Carolus2 4   4   -   4   4  
A Andani4 2   2   3   2   2  
K Ansah2 4   4   -   4   1  
PJ Bacchus5 1   2   2   -   2  
TP Goodlace3 2   2   -   2   2  
AR Hill 4   4   -   4   4  
NJ Holland 4   4   7   4   4  
RP Menell2 4   4   6   3   4  
DN Murray7 2   2   -   2   2  
DMJ Ncube2 4   4   6   3   1  
SP Reid2 4   3   2   4   4  
PA Schmidt 4   4   7   -   2  
YGH Suleman2 1   1   2   1   1  
GM Wilson 4   4   7   -   4  

Directors Remune-
ration
Commit		   Social,
Ethics and
Transformation
Committee		   Nominating
and
Governance
Committee		   Risk
Committee		  
No. of meetings per year 4   4   4   2  
CA Carolus2 4   4   4   -  
A Andani4 1   -   -   1  
K Ansah2 -   3   4   -  
PJ Bacchus5 1   1   -   1  
TP Goodlace3 -   1   -   1  
AR Hill 4   4   -   1  
NJ Holland 4   4   4   2  
RP Menell2 -   4   4   -  
DN Murray7 -   1   -   -  
DMJ Ncube2 4   4   4   -  
SP Reid2 4   3   1   2  
PA Schmidt -   -   -   2  
YGH Suleman2 -   1   -   1  
GM Wilson 4   4   -   2  

1 This included an unscheduled special meeting of the Audit Committee
2 During 2016, certain Board members attended the following Committees by invitation:
  a. CA Carolus - Capital Projects Committee;
  b. K Ansah - Social, Ethics and Transformation Committee; Capital Projects Control and Review Committee
  c. DMJ Ncube - Safety, Health and Sustainability Committee (SHSD)
  d. RP Menell - Nominating and Governance Committee
  e. SP Reid - Audit Committee; Capital Projects and Review Committee
  f. YGH Suleman - Capital Projects and Review Committee
3 TP Goodlace was appointed to the Board with effect from 1 July 2016. He was appointed as Chair of the SHSD Committee on 15 August 2016. He attended the following meetings by invitation in August 2016: Audit Committee, Capital Projects Control and Review Committee, Risk Committee and Social, Ethics and Transformation Committee
4 A Andani was appointed to the Board with effect from 1 August 2016. He attended the following Committee meetings by invitation in August 2016: Audit Committee, Capital Projects Committee, Risk Committee, SHSD Committee and Social, Ethics and Transformation Committee
5 P Bacchus was appointed to the Board with effect from 1 September 2016. He was appointed as Chair of the Risk Committee from 1 January 2017 onwards. SP Reid chaired the Risk Committee until 31 December 2016.
6 YGH Suleman was appointed to the Board with effect from 1 September 2016.
7 D Murray resigned from the Board on 1 June 2016


The full Directors’ Report is contained in the Annual Financial Report.

Board and Board Sub-committees
Board and Board Sub-committees

BOARD OF DIRECTORS

Independent Non-executive Directors

  • Cheryl Carolus   Cheryl Carolus (58)
    Chair

    BA Law; Bachelor of Education, University of the Western Cape; Honorary Doctorate in Law, University of Cape Town
    Appointed to the Board: Director 2009, Chairperson 2013
    Experience and expertise: Governance and compliance, social development, training and development
  • Richard Menell   Richard Menell (61)
    Deputy Chair

    BA (Hons), MA (Natural Sciences Geology), Cambridge; MSc (Mineral Exploration and Management), Stanford University, California
    Appointed to the Board: 2008
    Experience and expertise: Executive management, geology, mining
  • Gayle Wilson   Gayle Wilson (72)
    Non-executive Director

    BCom, BCompt (Hons), University of South Africa; CA(SA)
    Appointed to the Board: 2008
    Experience and expertise: Auditing, finance, governance and compliance, risk management
  • Yunus Suleman   Yunus Suleman (59)
    Non-executive Director

    BCom, University of KwaZulu-Natal; BCompt (Hons), University of South Africa; CA(SA)
    Appointed to the Board: 2016
    Experience and expertise: Auditing, finance, financial management accountancy
  • Terence Goodlace   Terence Goodlace (57)
    Non-executive Director

    MA (Business Administration), University of Wales; BCom, University of South Africa; NHDip (Metalliferous Mining) Witwatersrand Technicon
    Appointed to the Board: 2016
    Experience and expertise: Corporate development, operations management, mining, strategy
  • Alhassan Andani   Alhassan Andani (55)
    Non-executive Director

    BSc (Agriculture), University of Ghana; MA (Banking & Finance), Georgia Institute of Technology
    Appointed to the Board: 2016
    Experience and expertise: Finance, auditing, business development, risk management

Executive Directors


  • Donald Ncube   Donald Ncube (69)
    Non-executive Director

    BA (Economics and Political Science), Fort Hare University; Postgraduate Diploma in Labour Relations, Graduate MSc (Manpower Studies), Diploma in Financial Management; Honorary Doctorate in Commerce, University of the Transkei
    Appointed to the Board: 2006
    Experience and expertise: Finance, governance, social development, labour relations, people management
  • Peter Bacchus   Peter Bacchus (47)
    Non-executive Director

    MA (Economics), Cambridge University
    Appointed to the Board: 2016
    Experience and expertise: Investment banking, finance, mergers and acquisitions

     




  • Nick Holland   Nick Holland (58)
    Chief Executive Officer (CEO)

    BCom; BAcc, University of the Witwatersrand; CA(SA)
    Appointed to the Board: Executive director, 1998; CEO, 2008
    Experience and expertise:     Finance, mining, management, corporate development, strategy

  • Steven Reid   Steven Reid (61)
    Non-executive Director

    BSc (Mineral Engineering), South Australian Institute of Technology; MBA, Trium Global Executive
    Appointed to the Board: 2016
    Experience and expertise: Mining engineering, risk management, compensation management

  • NEWLY APPOINTED

    Carmen Letton
    To join
    1 May 2017

    PREVIOUS DIRECTORS

    David N Murray
    Resigned
    1 June 2016

    Kofi Ansah
    Retired
    31 December 2016

    Alan Hill
    Retired
    31 December 2016

  • Paul Schmidt   Paul Schmidt (49)
    Chief Financial Officer (CFO)

    BCom, University of the Witwatersrand; BCompt (Hons), University of South Africa; CA(SA)

    Appointed to the Board: 2009
    Experience and expertise: Finance, mining, management

     




For the full CVs of the Board of Directors, refer to the Governance Report in the Annual Financial Report.

 Combined Key Skills of the Board of Directors

    
  Corporate development   Regulatory knowledge   Energy management
  Investment banking   Accountancy   Human resources
  Business development   Auditing   Labour relations
  Governance and compliance   Financial management   Social development
  Risk management   Commercial and operational management   Community relations
  Investor relations   Mining   Public affairs
  Strategy   Geology   Health and safety management
  Leadership   Metallurgy   Project management

Board Gender Diversity

  

Tenure
Board Gender Diversity   Tenure


Gold Fields views governance as integral to doing business – it includes both structures to ensure effective control as well as an ethical consciousness that drives a culture of integrity and transparent reporting to stakeholders. This builds trust, strengthens our reputation and ultimately drives value creation.

Our various governance structures, illustrated below, ensure good corporate governance is entrenched at an institutional, structural and operational level.

OUR GOVERNANCE STRUCTURES