Ethics & governance

A comprehensive review of AngloGold Ashanti's corporate governance practices and risk management is included in the Annual Report 2004, which is available in print, and also in electronic format on the company's website, www.anglogoldashanti.com. At the highest level corporate governance is guided by the audit and corporate governance committee, a sub-committee of the board under the chairmanship of an independent non-executive director.

Key achievements in the field of governance and risk management for 2004 are listed in the milestone section of this report. During the year Mr Julian Ogilvie Thompson and Mr Nicky Oppenheimer retired from the board, and were replaced by Mr Lazarus Zim and Mr Simon Thompson. With the consummation of the business combination with Ashanti, Dr Sam Jonah KBE was appointed to the board, and is also president of AngloGold Ashanti. All new board members were reviewed by the nominations committee prior to their appointment as directors.

Following the intended retirement during 2005 of current executive directors Dave Hodgson (COO) and Jonathan Best (CFO) the nomination committee has proposed the appointment of:

• Srinivasan (Venkat) Venkatakrishnan as CFO; and
• Neville Nicolau and Robert Carvalho Silva as COOs respectively responsible for Africa, and the Americas and Australia. Neville Nicolau and Robert Carvalho Silva currently serve as deputy COOs. Their election to the board as executive directors will be proposed at the group's proposed board meeting in April 2005.

Six board meetings were held during the year. Details on attendance at these meetings, and board sub-committee meetings can be found in the AngloGold Ashanti Annual Report 2004.

Board sub-committees

To facilitate the activities and deliberations of the board, the board has established a number of sub-committees (see box), comprising members of the board. Each sub-committee has written terms of reference governing the powers, functions and activities of each sub-committee.

Members of the board and sub-committees have access to management and the records of the company, as well as to external professional advisors should the need arise.

Risk management and internal controls

The board has ultimate responsibility for the risk management process within the group. A detailed discussion on risk management and internal controls may be found in the Annual Report 2004. This includes discussions on risk factors relating to:

• the gold mining industry generally;
• AngloGold Ashanti's operations; and
• AngloGold Ashanti's ordinary shares and American Depository Shares (ADSs).

To comply with the company's obligations in terms of the Sarbanes-Oxley Act and the King Code, and in the interests of good corporate governance, the company has adopted a code of ethics for employees , a code of ethics for senior financial officers (PDF 31.4KB), and a whistle-blowing policy (PDF 44.6KB) that encourages employees and other stakeholders to confidentially report acts of an unethical or illegal nature affecting the company's interests. Both codes and the whistle-blowing policy are available on the company website. (See case studies: AngloGold Ashanti's response to the Sarbanes-Oxley Act of 2002, and Whistle-blowers programme - success or otherwise.)

Global sustainable initiatives

AngloGold Ashanti is a founding member of the International Council of Mining and Minerals (ICMM) and actively participates in international debate as part of this organisation. AngloGold Ashanti became an organisational stakeholder of the GRI in 2004. In terms of this, the company is committed to:

• active promotion of GRI's principles and its broader stakeholder constituency;
• participation in the GRI process; and
• in principle, preparing sustainability reports informed by the GRI guidelines and principles and which are available to the public.

AngloGold Ashanti became a signatory to the United Nations Global Compact following the business combination with Ashanti. Ashanti had been a member since August 2001. In preparing the Report to Society 2004, AngloGold Ashanti has taken these principles into account.