Corporate governance
AngloGold Ashanti’s mission is to create value for all those who have a stake in the company’s business. In order to achieve this, the company has been and continues to be committed to the highest standards of corporate governance, guided by the principles of sustainable business, by engaging in business practices that will enable the company to safely and responsibly explore, mine and market gold and associated products. The description of the corporate governance systems and practices in the pages that follow explains how the company has lived up to that commitment during the 2010 financial period.
Corporate governance achievements during 2010 and targets for 2011
In line with its commitment to maintain the highest standards in corporate governance and to achieve compliance with new principles recommended in the King III Code (King III), certain corporate governance targets were set and communicated to shareholders in the Annual Financial Statements 2009. Below are the targets set for and those achieved in 2010, as well as explanations for the non-achievement of targets:
| No. | Targets set at the end of 2009 to be achieved in 2010 | Achievements/reasons for non-achievement | Targets for 2011 |
|---|---|---|---|
| 1 | Update board charter to incorporate new requirements of the Companies Act 71 of 2008 and recommendations of King III. | The implementation of the Companies Act 71 of 2008 has been delayed. | The board charter will be updated in 2011, as soon as the Act becomes effective, to bring its contents in line with other developments in corporate governance and internal changes within AngloGold Ashanti. |
| 2 | Update the board induction pack to include developments in legislation and corporate governance. | The board induction pack was updated to include certain developments in corporate governance, legislation and internal changes within AngloGold Ashanti. The induction pack served as a guide to the induction of non-executive directors appointed during 2010 and also as a reference document for the directors. | Undertake further changes and updates to the information contained in the induction pack, as required. |
| 3 | Update the terms of reference of the Audit and Corporate Governance Committee to include new requirements of the Companies Act 71 of 2008 and the new requirements of King III. | The terms of reference were updated to include provisions of King III that were new to the company’s corporate governance practices. Most of the new principles in King III were premised on the coming into effect of the Companies Act in 2010. To that extent, certain provisions of the Act have been complied with ahead of the effective date. | Further revisions will be effected to the terms of reference once the Companies Act comes into effect and as and when other developments in corporate governance are effective. |
| 4 | Complete the process of restructuring the board and certain committees, including succession planning to achieve a better balance in skills and knowledge to improve board performance. | Restructuring of the board continued in 2010. The former board chairman retired at the annual general meeting held on 7 May 2010 and three new directors, including a new chairman were appointed to the board during the year. A number of changes were made to the membership of board committees during the year. | Further restructuring of the board and its committees to achieve the desired balance in skills and knowledge is expected in 2011. |
| 5 | Update board and committee annual appraisal forms to ensure that key performance indicators are in line with the company’s strategic objectives. This is expected to improve assessment outcomes and board delivery. | The forms were updated and applied in the board and committees’ self-performance evaluations to be finalised in March 2011. | Further amendments may be made in line with new corporate governance regulations and the company’s own performance expectations. |
| 6 | Review of risk management and information technology governance by putting in place improved structures to oversee these functions in line with recommendations of King III and the group’s strategic objectives. | A new board committee, the Risk and Information Integrity Committee was established during the year. Details of developments on this subject can be found under “Board Committees”. | The Risk and Information Integrity Committee will become fully functional in 2011 and is expected to put in place further structures, systems and procedures to strengthen risk and information technology governance within the group. |
| 7 | Continue with initiatives being undertaken under Project ONE, a group-wide improvement project started in 2008. | Project ONE gained increased traction across the organisation during 2010 as its Systems for People (SP) and Business Process Framework (BPF) teams moved aggressively to progress implementation. The global values survey, designed to identify value-based behaviours and to gauge employee engagement, was completed and analysed. Significant progress was made during the year, with the development of a new delivery framework, with clearer corporate and regional roles and accountabilities, which link the SP, BPF and discipline frameworks, including Transformation (or employee equity) and Safety Transformation. | The integration of the SP, BPF and discipline frameworks will continue during 2011 along with the design of appropriate mechanisms to engage employees in the implementation of Project ONE, thereby helping to create sustainable growth in the business. Also of importance for 2011 is a renewed focus on the organisational values programme, using the results of the survey, and on the change management work that informs the ongoing successful roll-out and implementation of Project ONE. |
| Additional significant corporate governance achievements during the year | ||
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| 1 | Southern Africa Institute of Chartered Secretaries and the JSE’s Annual Report Award. | AngloGold Ashanti received one of the two merit awards in the Top 40 Category |
| 2 | Ernst & Young Excellence in Reporting. | Awarded 5th place in the Ernst & Young Excellence in Reporting for Sustainability. |
| 3 | The terms of reference of other committees were revised. | The terms of reference of the following committees were revised and approved by the board during 2010: Safety, Health and Sustainable Development and Transformation and Human Resources Development. |
| 4 | Anti-corruption workshop organised. | An anti-corruption workshop was held at corporate office as part of the programme to promote compliance with regulations and to sensitise employees regarding the importance of anti-corruption to the company’s governance environment. |
| 5 | Launch and roll-out of revised Code of Business Principles and Ethics. | A revised Code of Business Principles and Ethics was approved by the board, launched on 25 November and an 18-month roll-out plan commenced. A detailed write-up is provided under internal policies below. |
Responsibility and accountability for corporate governance
The board of directors of AngloGold Ashanti is ultimately responsible for ensuring that an adequate and effective process of corporate governance is established and maintained. In executing this mandate, the board has set up a corporate governance system that is guided by the company’s internal policies and standards and external legislation and regulations as outlined in the following paragraphs. Corporate governance is constantly evolving and AngloGold Ashanti is continuously seeking ways to improve on its corporate governance standards.
Day-to-day responsibility for corporate governance is overseen by AngloGold Ashanti’s management, which regularly reports to the various committees of the board. The board chairman and the chairman of the Audit and Corporate Governance Committee play an active role in the corporate governance issues faced by the company through regular interaction with executive directors, senior management and other stakeholders and interested parties, where necessary.
In the paragraphs that follow, a description of the company’s corporate governance systems is provided.
AngloGold Ashanti’s corporate governance structure – as at 31 December 2010
External legislation, regulations and requirements
These include the South African Companies Act 61 of 1973, as amended, the US Sarbanes-Oxley Act of 2002 and the Securities Act 1933 and 1934, the Listings Requirements of the Johannesburg Stock Exchange (JSE) and other stock exchanges on which the company’s stocks are listed, applicable legislation and regulations in the jurisdictions in which the company has operations, as well as various corporate governance guidelines, key among which are those provided by the South African Code on Corporate Governance (King III) and the Global Reporting Initiative. Various other pieces of legislation and governance standards, both local and international, further guide the company's legal and disclosure obligations.
The JSE Listings Requirements require the company to disclose its compliance with the King Code and explain any areas where the recommendations are not applied. AngloGold Ashanti complied with the previous Code, King II, in all material respects, except for one, in that the former board chairman was a member of the Audit and Corporate Governance Committee. The non-compliance was adequately explained in the company’s previous annual reports. With the retirement of the former board chairman, the company is now fully compliant as explained within this report.
On 1 March 2010, the King Report on Corporate Governance in South Africa 2009 (King III) became effective. King III introduced a number of new principles on an “apply or explain” basis. Due to the listing of AngloGold Ashanti’s stock on the New York Stock Exchange which requires it to comply with Sarbanes-Oxley Act and the company’s own good governance practices, several of the new principles introduced in King III were already being complied with by the company.
In line with its stated principle to uphold the highest standards of corporate governance, AngloGold Ashanti, with the approval of its board, conducted a gap analysis based on the King III checklist to measure the corporate governance practices within AngloGold Ashanti against the new corporate governance principles recommended in the Code. Areas that required action to be taken to achieve full compliance were identified and ranked in order of importance to the company’s governance principles. Action plans were put in place, with approval of the board, to achieve full compliance within set time frames and responsibilities for achievement of targets were allocated to specific executives.
For an update on AngloGold Ashanti’s compliance with King III, refer to the Review by the Chairman of the Audit and Corporate Governance Committee.
Internal policies
Internal policies include the board charter, terms of references of board committees and other policies as listed in the corporate governance framework.
Key features of some internal policies that enhance the corporate governance of AngloGold Ashanti are provided below.
Code of Business Principles and Ethics (Our Code): A new Code, which was approved by the board on 10 August 2010, provides a framework and sets out the requirements for implementation of the company’s key corporate policies and guidelines.
The provisions of Our Code apply to all directors, employees (both full and part time) of AngloGold Ashanti, all companies within the AngloGold Ashanti group including service organisations, managed joint ventures, representatives and to the extent reasonable and practicable, the company’s business and social partners, agents and consultants.
Our Code contains standards, provides direction and sets forth principles that must guide the company’s conduct internally and its interactions with business partners, the communities in which it operates as well as with the general public. It also summarises important company policies and procedures, focuses attention on key ethical considerations, spells out prohibited conduct and is intended to foster a culture of high performance, with integrity.
Some of the key policies set forth in Our Code as explained below include insider trading, conflicts of interest, gifts, hospitality and sponsorship, use of company assets, whistleblowing, delegation of authority and bribery and corruption. It provides detailed guidance on ensuring safety at the workplace. Our Code is available on the company’s website.
Insider trading: This policy prohibits any person deemed as an insider from trading in the securities (shares, warrants, derivative instruments) of AngloGold Ashanti on the basis of material non-public information or during closed periods or to communicate such information to others who may trade in the securities based on that information which, if it were made public, would likely have a material effect on the price of the company’s securities. Insiders include directors, employees, immediate family members of employees or any person who might have obtained information from an insider.
The policy provides guidelines to employees who are not in possession of non-public price-sensitive information, who wish to trade in the company’s securities during closed periods. AngloGold Ashanti regards compliance with securities laws in the jurisdictions in which it operates as an important aspect of its corporate governance principles. Disciplinary action, up to and including termination of employment will be taken against insiders who violate this policy.
Conflicts of interest policy: The policy provides guidance to employees to enable them to avoid and recognise actions and practices that are incompatible with the interests of the company or that may make it difficult for them to perform their work effectively and objectively. The basic principle is to avoid profiting from one’s official position.
Gifts, hospitality and sponsorship: AngloGold Ashanti recognises the negative effects that the giving and receiving of gifts can have on its business and has therefore put in place this policy to guide stakeholders on this important aspect of the company’s corporate governance principles. The policy clearly defines a gift, when employees can and cannot receive a gift and what to do when faced with difficult scenarios in that regard. It also outlines the consequences of contravening the policy. The policy further explains the relationship of gifts, hospitality and sponsorship to bribery and corruption.
Directors’ fit and proper standards policy: Being the primary executors of AngloGold Ashanti’s corporate governance agenda, the calibre of the directors appointed to the board is of great importance to the company. This policy therefore seeks to establish criteria to assist the process of selecting persons considered fit and proper to assume the position of a director of the company. The policy is also applied in the selection of the company secretary.
Directors’ induction policy: Under this policy, new directors are provided with the opportunity to attend an orientation programme where they are made aware of their rights, duties and responsibilities and familiarised with the operations and business environment of AngloGold Ashanti and the legal and ethical framework in which they must conduct themselves. The objectives of the programme are to maximise individual director’s contributions to the board’s deliberations, to enable directors to make informed decisions with regard to matters of the company. In line with best practice and to meet the ever changing corporate governance landscape, the company continuously updates directors on developments in this area.
Directors’ professional advice policy: In order to enhance directors’ contributions to board deliberations and to enable them to make informed decisions, AngloGold Ashanti has adopted this policy which provides for individual directors to seek external independent advice when necessary, at the company’s expense.
Confidential reporting/whistle blowing: In line with its corporate governance principles and in terms of the guidelines of the King Code on Corporate Governance, the Sarbanes- Oxley Act of the United States and the Protected Disclosure Act 26 of 2000, South Africa, the board of directors of AngloGold Ashanti has put in place a confidential reporting process. The whistle-blowing policy applies to all companies in the AngloGold Ashanti group and provides a channel for shareholders, employees and the general public to report acts and practices that are in conflict with the company’s business principles, are unlawful, constitute financial malpractice or endanger the public or the environment. Reports are made through several mediums including the intranet, internet, telephone, fax and post. A short messaging system (sms) has been implemented in South Africa.
All anonymous reports made in terms of the whistle-blowing policy are administered by a third party, Tip-Offs Anonymous, to ensure confidentiality and independence of the process. Reported cases are relayed to management through internal audit. A report is provided to the Executive Committee and the Audit and Corporate Governance Committee on a quarterly basis. The process encourages reports to be made in good faith in a responsible and ethical manner and employees are encouraged to first seek resolution of alleged malpractices through discussion with their direct managers, if appropriate, or, if unresolved, they should then report these through the whistleblowing line or directly to internal audit or the legal department. Reporters have the option to request feedback on the outcomes of investigations into reported cases.
Whistle-blowing issues are categorised on the basis of information that is made available regarding the alleged offence. The category “irregularities” pertains to issues where a specific categorisation of the offence has not been made in the report received and/or possible transgressions of policy and procedures have been reported.
Since its introduction in February 2004, 320 cases have been reported, of which 280 cases had been successfully investigated and closed by 31 December 2010.
Achievements in 2010
Increased reporting of activity has occurred and certain regions have taken initiatives to ensure that communication of the whistle-blowing process is done on a continuous basis. Management embarked on a governance training programme in 2010 which includes whistle-blowing.
There were 58 reports received in 2009, all of which have been investigated and concluded. In 2010, 62 new reports were received of which investigations into 18 reports are still in progress.
Cases reported during the period 1 January 2010 to 31 December 2010
| 2010 reports | Completed | In progress | Grand total |
|---|---|---|---|
| Bribery and corruption | 2 | 4 | 6 |
| Concern | 3 | 3 | |
| Conflict of interest | 1 | 1 | 2 |
| Environmental | 1 | 1 | |
| Fraud | 9 | 2 | 11 |
| Grievance | 7 | 1 | 8 |
| Irregularities | 7 | 3 | 10 |
| Misconduct | 3 | 1 | 4 |
| Nepotism | 1 | 1 | |
| Safety and health | 1 | 1 | |
| Sexual harassment | 2 | 2 | |
| Theft | 1 | 6 | 7 |
| Unethical behaviour | 3 | 3 | |
| Unfair labour practice | 2 | 2 | |
| Victimisation | 1 | 1 | |
| Grand total | 44 | 18 | 62 |
Results of the cases concluded in 2010
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| Bribery and corruption | 1 | 1 | 2 | |||||||||
| Concern | 1 | 2 | 3 | |||||||||
| Conflict of interest | 1 | 1 | ||||||||||
| Environmental | 1 | 1 | ||||||||||
| Fraud | 1 | 6 | 1 | 1 | 9 | |||||||
| Grievance | 1 | 2 | 1 | 2 | 1 | 7 | ||||||
| Irregularities | 2 | 1 | 4 | 7 | ||||||||
| Misconduct | 1 | 2 | 3 | |||||||||
| Nepotism | 1 | 1 | ||||||||||
| Safety and health | 1 | 1 | ||||||||||
| Sexual harassment | 1 | 1 | 2 | |||||||||
| Theft | 1 | 1 | ||||||||||
| Unethical behaviour | 2 | 1 | 3 | |||||||||
| Unfair labour practice | 1 | 1 | 2 | |||||||||
| Victimisation | 1 | 1 | ||||||||||
| Grand total | 6 | 1 | 6 | 1 | 5 | 5 | 2 | 1 | 2 | 13 | 2 | 44 |
Plans for 2011
Testing of existing mechanisms will continue to be done on a regular basis to ensure that the mechanisms in place are working effectively. Further to the testing, awareness and training, inculcated in the Code of Business Principles and Ethics training programme will continue to be rolled out. The training programme is being rolled out to all locations over an 18-month period.
Stakeholder communication: Communication with various stakeholders has always been an important feature of AngloGold Ashanti’s corporate governance practices. To this end, various communication channels have been utilised to engage employees and other stakeholders. During 2010, the Chief Executive Officer continued his quarterly briefing sessions with employees on the company’s operational results, as well as other important corporate events and developments. These briefings were held in the corporate office and distributed group-wide via the intranet. Briefs were also issued to employees by the corporate affairs department to keep them abreast of major developments within the company.
Meaningful engagement with shareholders is considered a centre-piece of accountability and good governance by AngloGold Ashanti’s board. In that regard, the Chief Executive Officer, the Chief Financial Officer, senior management, the Investor Relations Department and the Company Secretarial Department continued to engage with the investor public through various forums and the media.
At the annual general meeting of shareholders held on 7 May 2010, the board outlined the company’s performance and achievements in the previous year and the strategy to be implemented to ensure achievement of its prime objective of creating value for the business in the coming year.
The board sought and obtained a non-binding advisory vote from shareholders on the company’s remuneration policy and also put the appointment of the membership of the Audit and Corporate Governance Committee before the shareholders at that meeting; these actions were in compliance with recommendations of King III.
Government relations: AngloGold Ashanti views good relations with governments in jurisdictions in which it operates as a crucial aspect of its corporate governance. As regulators and custodians of the natural resources of their countries, protectors of their people and their communities, governments are important stakeholders in business, especially in the mining industry. As such, creating the right structures and procedures for effective communication with them was one of the important agendas of the board’s governance initiatives in 2010. A model to guide AngloGold Ashanti’s engagement with governments was developed by the Government Relations Department and was piloted in South Africa during 2010 and will be rolled out to other countries in due course.
AngloGold Ashanti fully subscribes to the South African government’s initiatives on social transformation. In line with this, the company has established employment equity and governance structures and monitors progress at company and business unit levels. Each business unit in South Africa and the corporate office has an Employment Equity Committee, comprising employee representatives. The role of these committees is to liaise with employees, discuss issues relevant to the company’s employment equity programmes and provide essential feedback to the board through the Transformation and Human Resources Development Committee. AngloGold Ashanti’s five year Employment Equity Plan in terms of Section 44 of the Employment Equity Act was approved on 30 June 2010. The company submitted its ninth employment equity report as at 1 August 2010 to the South African Department of Labour in October 2010.
The company has also put in place policies to guide the promotion, recruitment and development of local talent in all countries in which it has operations.
The board of directors
The Articles of Association of AngloGold Ashanti requires the board to be composed of a minimum of four directors. The company is governed by a unitary board, comprising of two executive directors: the Chief Executive Officer and the Chief Financial Officer and eight independent non-executive directors who all meet the board’s independence criteria.
There is no mandatory retirement age for non-executive directors; however, in line with best practice in corporate governance and in accordance with the Sarbanes-Oxley Act, directors are required to step down from the board after nine consecutive years of service. The nine-year tenure could be extended at the board’s discretion and with the individual director’s consent. Mr RP Edey, the former chairman of the board retired at the annual general meeting held on 7 May 2010 after serving the board for twelve years, eight of which were as board chairman. The independence of Mr FB Arisman, who joined the board in 1998 was evaluated by the board in February 2010. The board concluded that, his performance, skills and knowledge and his contribution to the board’s performance are of a high standard and that his independence of character and judgement are not in any way affected or impaired by the length of his service as a director. This decision was ratified at the annual general meeting held on 7 May 2010, when an extension of tenure for a further three years was approved by shareholders.
During the year, a number of changes to the board membership occurred: Mr TT Mboweni was appointed to the board and as chairman with effect from 1 June 2010 and Mr F Ohene-Kena joined the board on the same date. Mr R Gasant was appointed to the board and the Audit and Corporate Governance Committee with effect from 12 August 2010. Relevant information about the three appointees is provided under Directors and Executive Management.
Non-executive directors provide the board with advice and experience that is independent of management and the executive. The presence of independent directors on the board, and the critical role they play as board representatives on key committees such as the Audit and Corporate Governance, Nominations, Remuneration and Party Political Donations, ensures that the company's interests are served by impartial and independent views that are separate from those of management and shareholders.
The board’s charter sets out the powers, responsibilities, functions and delegation of authority, and the areas of responsibility expressly reserved for the board. The charter covers, among others, the following key areas:
- authority of the board;
- composition of the board;
- membership and appointment to the board;
- role and responsibility of the board;
- procedures of the board;
- board committees;
- matters reserved for board decision;
- the board’s relationship with shareholders;
- meeting procedures and proceedings;
- share dealings by directors;
- management of risks;
- corporate governance;
- remuneration issues;
- evaluation of board performance and induction of new directors; and
- declaration of interests.
Appointment of directors
The board is authorised by the company's Articles of Association to appoint new directors, based on recommendations by the Nominations Committee, provided such appointees retire at the next annual general meeting and stand for election by shareholders. Retirement of non-executive directors by rotation follows a staggered process with one-third of non-executive directors retiring at least every three years at the annual general meeting. The curriculum vitae of each director standing for election or re-election is made available to shareholders in the notice of meeting circulated to shareholders prior to the annual general meeting to assist in their decision-making.
Executive directors are not subject to the retirement by rotation process as they oversee the day-to-day running of the company and are held accountable for the operational and management performance of the company by regularly reporting to the board. Their performance is measured and remunerated annually against pre-determined criteria.
Executive directors have contracts of employment with the company. Details on the remuneration of executive and non-executive directors are presented in the Remuneration Report.
Non-executive directors do not have contracts of service with the company.
All non-executive members of the board have access to management and the records of the company, as well as to external professional advisers should the need arise.
The fees of non-executive directors, including the fees received for membership of committees, are fixed by shareholders at the annual general meeting. Other than these fees and an allowance for travelling internationally to attend board meetings, non-executive directors receive no further payments from the company. The most recent approval of such fees took place at the annual general meeting held on 7 May 2010.;
Non-executive directors are precluded from participation in the company's share incentive scheme.
Determination of director independence
Determination of independence is guided by King III, the Companies Act and international best practice. Where the board, exercising its discretion and having considered all relevant facts, determines that a director is independent despite not meeting the set criteria, the board will fully and publicly disclose its reasoning.
The policy and independence of individual non-executive directors are reviewed annually as part of the annual board evaluation process. The performance evaluation tools are also reviewed as and when necessary to ensure that changes in the corporate governance environment as well as the company’s strategic needs are well catered for. During 2010, the policy was reviewed and its contents maintained. The policy determining the independence of directors can be found at the company’s website at www.anglogoldashanti.com.
In compliance with King III, an assessment of the independence of the chairman by the non-executive directors on the board will form part of the 2010 performance evaluation of the board.
Directors’ performance evaluation
An annual self-evaluation is undertaken to determine that the board and its committees are effective in the performance of their duties and to facilitate board development. Depending on the results of the evaluation, appropriate action is taken to achieve the desired results. The board is also cognisant of the opportunity the evaluation process affords it in improving communication among its members and between the board and management and to fine-tune its role in the overall governance of the company.
The most recent self-evaluation of the performance of the board, its committees and its chairman took place in February 2010. The chairman of the board and the chairman of each committee of the board led the processes to evaluate the board and the committees respectively. Led by the deputy chairman, each director evaluated the performance of the chairman.
The evaluation for the 2010 financial year is being done as a self-assessment, and will be finalised by end-March 2011. The external audit firm and the Internal Audit Department will also be evaluated. Additionally, the evaluation of the board chairman will be undertaken by the Nominations Committee and will become the standard procedure for future evaluations. The evaluation process for the 2011 financial year will be facilitated by an independent third party.
The performance evaluation of executive directors is conducted by the Remuneration Committee. For full details, see Remuneration Committee below.
Topics covered in the board’s effectiveness evaluation include the following:
- composition of the board
- setting of performance objectives;
- board contribution to development of strategy;
- board response to crisis;
- board awareness of developments in regulatory and market environments;
- composition of board committees;
- effectiveness of board committees in fulfilling the mandate;
- evaluation of the relationship between the board and management, shareholders and among members of the board itself;
- board meetings and their effectiveness;
- board succession; and
- corporate governance and legal issues facing the board/company.
Board meetings
The board holds six scheduled meetings annually: four quarterly, a strategy review session and a budget review meeting.
All documents submitted to the board for its discussions or approval are reviewed and approved by the Executive Committee to ensure completeness and relevance. non-executive directors have unfettered access to the executive team and any other employee of the company to seek explanations and clarification on any matter prior to or following board meetings. This facilitates the board’s discussions and assists it in reaching speedy but informed decisions.
All members of the Executive Committee are regular attendees at board meetings and report to the board on their respective operational areas.
During 2010 the board held its six scheduled meetings and three special meetings to consider the appointment of a new board chairman and to approve various financial transactions that were undertaken by the company. In addition, two subcommittee meetings were held to approve various corporate reports including the 2009 annual financial statements and the annual report on Form 20-F (US-GAAP Report for 2009).;
The following symbols are used to describe various aspects of board and committee meeting attendance:
| Symbol | Meaning |
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Director attended meeting. |
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Apologies received from director prior to meeting and leave of absence granted. |
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Attendance not required as director was not a member of the board or committee at the time of the meeting. |
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Recused from meeting due to conflict of interest |
Board meeting attendance for 2010
| Members | 16 Feb (quarterly meeting) | 22 Feb (special meeting) | 20 Apr (special meeting) | 5 May (quarterly meeting) | 6 May (strategy meeting) | 10 Aug (quarterly meeting) | 9 Sep (special meeting) | 9 Nov (quarterly meeting) | 9 Nov (budget meeting) |
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| Mr TT Mboweni (1) (Chairman) | | | |
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| Mr RP Edey (2) (Chairman) | | | |
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| Mr FB Arisman | |
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(1) Appointed to the board as chairman on 1 June 2010 (2) Retired from the board and as chairman on 7 May 2010 (3) Retired from the board on 17 February 2011 (4) Appointed to the board on 12 August 2010 (5) Appointed to the board on 1 June 2010 (6) Attended by invitation
Board committees
The board has established and delegated specific roles and responsibilities to nine standing committees and one management committee (the Executive Committee) to assist it in the execution of its mandate. All standing committees are chaired by independent non-executive directors and the following committees are composed of only independent non-executive directors – Audit and Corporate Governance, Remuneration, Nominations, Party Political Donations and Financial Analysis. The Executive Committee is chaired by the Chief Executive Officer.
Each committee’s role and responsibilities and membership are spelt out in its terms of reference, approved by the board and reviewed regularly to ensure that they remain in line with relevant regulations, the company’s needs and business climate and with best practice in corporate governance. During 2010, a new committee, Risk and Information Integrity Committee was established. The Treasury Committee, which was a sub-committee of the Audit and Corporate Governance Committee, was dissolved on 9 November 2010 following the elimination of the company’s hedge book, which substantially reduced the functions of that committee. Residual duties of the committee were transferred to the Audit and Corporate Governance Committee. As and when required, the board may establish ad hoc committees to address specific issues.
Meetings of the board committees are held quarterly except for the Party Political Donations, Nominations and Financial Analysis committees which only meet on a need basis. Members of the Executive Committee are regular attendees at board and committee meetings. Several members of the management team attend meetings of committees whose roles and responsibilities are relevant to their job functions.
In order to keep the board abreast with activities of the committees, the chairman of each committee reports on a quarterly basis to the board on the committee’s deliberations, including decisions taken on behalf of the board. In addition, approved minutes of committee meetings are included in the board’s meeting packs for information.
The board encourages and has put in place a procedure to enable directors to attend the meetings of committees of which they are not members to enable them gain information and achieve a better knowledge and understanding of the company’s operations. During 2010, Messrs Arisman, Edey, Mboweni, Cutifani and Venkatakrishnan attended the meetings of other committees as detailed in the committee attendance details.
Relevant information on each board committee is provided below.
Audit and Corporate Governance Committee
Membership of the Audit and Corporate Governance Committee, including its chairman, comprises only independent non-executive directors, in compliance with the Sarbanes-Oxley Act of the United States and the guidelines of King III. All three members of the committee have considerable financial knowledge and experience to help oversee and guide the board and the company in respect of the audit and corporate governance functions.
At its meeting held on 15 February 2010, the board reappointed the members of the Audit and Corporate Governance Committee to serve as members of the committee for the next financial year. In line with recommendations of King III, their appointment was put before shareholders on 7 May 2010 for the first time and the resolutions for each member was duly passed by about 98% of shareholders who participated in and voted at the annual general meeting. Their next re-appointments will be considered and voted on at the annual general meeting to be held on 11 May 2011.
In 2010 one member of the committee, former board chairman, Mr RP Edey, resigned following his retirement from the board. Mr R Gasant was appointed as a member of the committee on 12 August 2010. The background of Mr Gasant can be found under board of directors and in the notice of annual general meeting.
The US Sarbanes-Oxley Act requires the board, on an annual basis, to identify a financial expert from within its ranks. At its meeting held on 16 February 2011, the board resolved that the committee's chairman, Prof Wiseman Nkuhlu, is the board's financial expert.
The NYSE listing rules require that the board determine whether a member of the committee's simultaneous service on the audit committees of more than three public companies impairs the ability of such a member to effectively serve on a listed company's audit committee. Professor Nkuhlu, the chairman of the committee, is a member of one (2009: one) other public company’s audit committee but is not its chairman. Mr Gasant is the chairman of the audit and risk committees of three non-public companies and Mr Arisman does not serve on any other public company’s audit committee.
After due consideration of all relevant facts, and given his professional knowledge and skills, the board concluded that the simultaneous service on three other non-public company’s audit committees by Mr Gasant has not and is not likely to impair his ability to diligently execute his responsibilities to the committee and the board of AngloGold Ashanti.
The committee is guided by its terms of reference which were updated in February 2010 to incorporate relevant new principles of King III. The committee’s mandate as delegated by the board is ensuring the integrity of financial reporting and adequacy of governance, internal control and risk management policies and processes throughout the group. The roles and responsibilities of the committee include the following:
- selection and evaluation of external auditors and recommendation of their appointment to shareholders;
- determination of the terms of engagement of the external auditor;
- determination of the external auditors remuneration on an annual basis;
- approval and implementation of policy procedures for approving the performance of non-audit work by the external auditors and the remuneration thereof;
- ensuring the independence of the external auditors by putting in place measures to that effect and conducting an annual assessment of their independence;
- reviewing the performance and independence of the internal auditor;
- approving the internal audit charter;
- approving the internal audit plan;
- reviewing management’s half year and full year going concern statement;
- submitting a report on its activities on an annual basis to shareholders;
- overseeing the company’s integrated reporting and providing assurance to the board as to the integrity of information provided in the report. It also provides assurance to the board that the non-financial aspects of the sustainability review conforms to the financial information in terms of accuracy and consistency;
- reviewing fraud prevention policies and processes. The investigations of the reports made through the “whistle blowing” process and the actions taken are reviewed and monitored by the committee on at least a quarterly basis;
- ensuring a smooth and cordial working relationship between management and the external audit team;
- ensuring that the compliance function is adequately resourced and is performing its functions adequately;
- conducting an annual self-evaluation of its performance;
- providing oversight role of the financial performance of relevant subsidiaries;
- reporting annually to the stakeholders and the board as to the effectiveness of the company’s internal financial controls; and
- reviews the annual financial statements and the integrated report of the company and recommends them to the board for approval.
In relation to risk management, the committee reviews the risk policies of the company with respect to risk identification and the risk management process, ensuring that the guidelines of the King Code and the requirements of the Sarbanes-Oxley Act are met, as well as advising the board on the effectiveness of the risk management system. The committee’s role with respect to risk management has now been vested in the Risk and Information Integrity Committee. All members of the committee are also members of the Risk and Information Integrity Committee.
The committee meets regularly with the external audit partner, the group's internal auditor and the Chief Financial Officer to review the audit plans of the internal and external auditors and ascertain the scope of the audits, and to review the quarterly financial results, significant legal matters affecting the company, the preliminary announcement of the annual results and the annual financial statements, as well as all statutory submissions of a financial nature, prior to approval by the board.
To facilitate the committee’s role in relation to integrated reporting, the chairman was appointed to the Safety, Health and Sustainable Development Committee with effect from 27 October 2009.
Audit fees approved by the committee and paid to the external auditors in respect of the audit of the 2010 financial statements amounted to $8m and $2m in respect of other assurance services. The percentage of non-audit fees as a portion of total fees paid to the external auditors for 2010 was about 20%.
Meetings of the committee
The committee’s terms of reference stipulates that it holds at least four meetings in any particular year. The committee has established an annual work plan to ensure that all relevant matters are covered by the agendas of the meetings planned for the year and to ensure adequate coverage of the matters laid out in the terms of reference.
Permanent attendees to the committee’s meetings include the Chief Financial Officer, who is also an executive director, the Vice President: Group Internal Audit, the Executive Vice President: Business Strategy who is responsible for risk management, executives responsible for the company’s operations, the financial controllers of the various regions, the Group Compliance Manager, head of legal, and the Sarbanes-Oxley Compliance Manager. The board chairman and the chief executive officer are also invited to the committees meetings.
At meetings of the committee, the committee fulfilled its responsibilities set out in this report.
It held four scheduled quarterly meetings during 2010 as detailed below. In addition, two sub-committee meetings were held.
Attendance at Audit and Corporate Governance Committee meetings – 2010
| Members | 11 February | 3 May | 10 August | 5 November |
|---|---|---|---|---|
| Prof LW Nkuhlu (Chairman) | | | |
|
| Mr FB Arisman | | | |
|
| Mr RP Edey (1) | | | |
|
| Mr R Gasant (2) | | | |
|
| By invitation | ||||
| Mr M Cutifani | |
|
|
|
| Mr S Venkatakrishnan | |
|
|
|
(1) Retired on 7 May 2010 (2) Appointed on 12 August 2010
Internal audit
The company’s internal audit function plays a critical role in the functioning of the Audit and Corporate Governance Committee. The group’s internal audit function is headed by the Vice President: Group Internal Audit who reports directly to the committee and also has an administrative reporting line to the Chief Financial Officer. The group’s internal control processes and systems are monitored by the group’s internal audit function.
The Vice President: Internal Audit attends all meetings of the Audit and Corporate Governance Committee and all Executive Committee meetings that precede board meetings. He reports on the group internal control environment, highlighting major audit findings and remedial measures to address adverse findings. The committee contributes to the setting of key performance targets of the internal auditor and evaluates his performance annually.
As part of processes being put in place to conduct its first combined assurance, the Group Internal Audit presented a risk based audit plan to the committee in November 2010, which was reviewed and approved. The internal auditor has unrestricted access to both the chief executive officer and the chief financial officer, the board chairman and the chairman of this committee, and is invited to attend and report on his department's activities at all meetings of the committee. The board is confident that the unfettered access of the group internal audit manager to key board members, and the direct and regular reporting to the committee, enables him to discharge his duties as required by law and in fulfilment of his obligations to the company.
In addition, the committee meets quarterly with the internal and external auditors without the presence of management.
Safety, Health and Sustainable Development Committee
The Safety, Health and Sustainable Development Committee oversees the company’s performance on sustainable issues including safety, health and the environment, and its social interaction with the communities in which it operates, as well as the security discipline. The committee ensures that the company conducts its operations in an economically and socially responsible manner and in accordance with sustainable business practices and with due regard to the safety and health of its employees, communities and the protection of the natural environment. The committee is also responsible for establishing targets in relation to each of these areas. Safety, health and environmental performance and relations with government, community members and other stakeholders, form an integral part of operational management.
Membership of the committee comprises non-executive directors and the Chief Executive Officer. Its meetings are attended by several members of the executive team and other officers of the company whose roles and duties are relevant to the committee’s mandate. During 2010, the committee deliberated on the strategies and methodologies that will enhance the safety and security of all company employees, and in particular deliberated on the safety concerns faced by the company's South African mines.
Four scheduled quarterly meetings were held during 2010 as detailed below:
Attendance at Safety, Health and Sustainable Development Committee meetings – 2010
| Members | 15 February | 4 May | 5 August | 8 November |
|---|---|---|---|---|
| Mr WA Nairn (Chairman) | | | |
|
| Mr FB Arisman (1) | | | |
|
| Mr M Cutifani | | | |
|
| Dr TJ Motlatsi | | | |
|
| Prof LW Nkuhlu | |
|
|
|
| Mr F Ohene-Kena (1) | |
|
|
|
| Mr SM Pityana | |
|
|
|
| By invitation | ||||
| Mr FB Arisman | |
|
|
|
| Mr RP Edey (2) | |
|
|
|
(1) Appointed on 1 August 2010 (2) Retired on 7 May 2010
Remuneration Committee
The Remuneration Committee comprises only independent non-executive directors and is responsible for evaluating the performance of executive directors and executive management, and for setting appropriate remuneration for such officers of the company.
The performance of each executive director is assessed relative to the prevailing business climate and market conditions, as well as to annual evaluations of the achievement of key predetermined targets. Bonuses paid to executive directors are a reflection of the performance of each of the directors and the company as a whole.
Full details of the company's remuneration philosophy, matters deliberated on by the committee during 2010, remuneration payments for all directors and information on the Share Incentive Scheme are available in the Remuneration Report.
Attendance at Remuneration Committee meetings – 2010
| Members | 11 February | 9 March | 4 May | 5 August | 8 November |
|---|---|---|---|---|---|
| Mr SM Pityana (Chairman) | |
|
| |
|
| Mr FB Arisman | |
|
| |
|
| Mr RP Edey (1) | |
|
| |
|
| Dr TJ Motlatsi | |
|
| |
|
| Prof LW Nkuhlu | |
|
|
|
|
| By invitation | |||||
| Mr M Cutifani | |
|
|
|
|
| Mr TT Mboweni (2) | |
|
|
|
|
(1) Retired on 7 May 2010 (2) Appointed on 1 August 2010
Nominations Committee
The appointment of directors is a matter for the board as a whole but the Nominations Committee, whose membership comprises of only independent non-executive directors, is responsible for identifying, assessing and recommending suitable candidates for appointment to the board. The fit and proper standards policy for directors guides this process. The committee is also responsible for establishing and reviewing succession plans for members of the board, particularly those of the chief executive officer and the board chairman.
During the year the committee conducted several interviews with potential candidates for the position of chairman of the board and other independent non-executive directors. Four meetings were held in addition to the interview sessions.
Attendance at Nominations Committee meetings – 2010
| Members | 12 February | 15 February | 22 February | 5 August |
|---|---|---|---|---|
| Mr RP Edey (Chairman) (1) | |
|
| |
| Mr TT Mboweni (Chairman) (2) | |
|
| |
| Mr FB Arisman | |
|
| |
| Mr R Gasant (3) | |
|
| |
| Dr JT Motlatsi | |
|
|
|
| Mr WA Nairn | |
|
|
|
| Prof LW Nkuhlu | |
|
|
|
| Mr F Ohene-Kena (2) | |
|
|
|
| Mr SM Pityana | |
|
|
|
| By invitation | ||||
| Mr M Cutifani | |
|
|
|
| Mr S Venkatakrishnan | |
|
|
|
(1) Retired on 7 May 2010 (2) Appointed on 1 August 2010 (3) Appointed on 12 August 2010
Risk and Information Integrity Committee
In February 2009, the board approved a comprehensive Group Risk and Opportunity Report and Framework that marked a new approach to risk management in the company. The main aim was to ensure that risk management became embedded into all the company’s business practices and processes, as well as policy and strategic planning. This approach would ensure that risk was regarded as one of the key tools for the achievement of business objectives and not only a compliance issue. Implementation of the new risk management framework commenced in the second half of 2009 and has achieved significant successes.
Risk management, together with information technology management, has assumed greater importance in corporate governance in South Africa as evidenced by recommendations in King III. The board of AngloGold Ashanti, was cognisant of the fact that information plays a key role in the operations of the company, and resolved to establish the Risk and Information Integrity committee to oversee Risk Management and Information Technology Governance and as required by King III, the board has developed a framework for IT governance.
The board approved the terms of reference as well as the membership of the committee on 10 August 2010. Members of the committee comprise both executive and non-executive directors as follows: Messrs R Gasant, M Cutifani, FB Arisman, WA Nairn, SM Pityana, S Venkatakrishnan and Prof LW Nkuhlu. The committee held its first meeting on 5 November 2010 during which it reviewed its terms of reference, membership and meeting procedures. The meeting was chaired by the Chief Executive Officer and all members, except Mr R Gasant, were present. At its meeting held on 9 November, the board appointed Mr Gasant as chairman of the committee.
The main function of the committee as outlined in its terms of reference is to assist the board in carrying out its risk responsibilities and to advise the board on the effectiveness of the risk and information integrity management processes and to ensure that information technology and compliance risk are integral parts of risk management.
In February 2011, the board approved the following documents:
- Risk Management Policy;
- Risk Management Plan; and
- Risk Management Standard.
The board reviewed the ten most important risks facing the company. In addition, a risk register is being reviewed by the committee at least twice a year and for 2011, Internal Audit will give assurance on the effectiveness of implementation of risk management.
Transformation and Human Resources Development Committee
The committee is responsible for overseeing the company's performance in respect of employment equity, transformation and staff development by taking into account the legal requirements of applicable legislation and the monitoring of targets set by the company, including the monitoring of the Mining Charter in its entirety and all legislative requirements impacting on the company's right to mine at all its operations. The committee is also responsible for employee skills development in a manner that seeks to develop and retain talent, and to provide employees with the opportunity to enhance their skills and knowledge. Details of the company's employment equity practices and performance during the year, as well as the challenges the company faces in this regard are provided in the Sustainability Review 2010 which is available on the company’s website. The committee held four scheduled quarterly meetings in 2010.
Attendance at Transformation and Human Resources Development Committee meetings – 2010
| Members | 15 February | 4 May | 5 August | 8 November |
|---|---|---|---|---|
| Dr TJ Motlatsi (Chairman) | | | |
|
| Mr FB Arisman (1) | | | |
|
| Mr M Cutifani | | | |
|
| Mr WA Nairn | | | |
|
| Mr F Ohene-Kena (2) | |
|
|
|
| Mr SM Pityana | |
|
|
|
(1) Resigned from committee on 1 August 2010 (2) Appointed on 1 August 2010
Investment Committee
This committee is responsible for overseeing and reviewing AngloGold Ashanti's strategic investments which includes the acquisition and disposal of assets, capital expenditure and projects.
Attendance at Investment Committee meetings – 2010
| Members | 11 February | 3 May | 6 August | 5 November |
|---|---|---|---|---|
| Mr RP Edey (Chairman) (1) | | | |
|
| Mr FB Arisman (Chairman) (2) | | | |
|
| Mr M Cutifani | | | |
|
| Mr TT Mboweni (3) | | | |
|
| Mr WA Nairn | |
|
|
|
| Mr SM Pityana | |
|
|
|
| Mr S Venkatakrishnan | |
|
|
|
| By invitation | ||||
| Mr FB Arisman | |
|
|
|
(1) Retired on 7 May 2010 (2) Appointed chairman on 1 August 2010 (3) Appointed 1 August 2010
Financial Analysis Committee
The Financial Analysis Committee is composed of only non-executive directors, but its meetings are attended by the Chief Executive Officer and the Chief Financial Officer. Other attendees to the committee’s meetings include the Executive Vice President, Business Strategy and Organisational Effectiveness and members of the finance and treasury management teams. Mr Arisman assumed the chairmanship of the committee with effect from 1 August 2010 following the resignation of Mr Edey from the committee on 7 May 2010.
It is authorised by the board of the company to review and analyse issues and matters relating to aspects of the company’s financial management, including exchange and commodities markets, the hedge book management and its reduction strategies, operations cash flow requirements and asset sales.
The committee meets on a needs basis. In 2010, it met four times to deliberate on various transactions that were undertaken by the company relating to debt financing and the management of the hedge book.
Attendance at Financial Analysis Committee meetings – 2010
| Members | 28 January | 20 April | 9 September | 5 November |
|---|---|---|---|---|
| Mr FB Arisman (Chairman) | | | |
|
| Mr RP Edey (1) | | | |
|
| Mr R Gasant (2) | | | |
|
| Mr TT Mboweni (3) | | | |
|
| Prof LW Nkuhlu | |
|
|
|
| Mr SM Pityana | |
|
|
|
(1) Retired on 7 May 2010 (2) Appointed on 12 August 2010 (3) Appointed on 1 August 2010
Party Political Donations Committee
The membership of the Party Political Donations Committee comprises the South African resident independent non-executive directors and the Chief Executive Officer, namely Messrs M Cutifani, R Gasant, TT Mboweni, WA Nairn, SM Pityana and Prof LW Nkuhlu and is chaired by the deputy chairman of the board, Dr TJ Motlatsi. No meeting was held in 2010.
The committee determines the funding of political parties in South Africa in accordance with principles set out in the political donations policy adopted by the board on 29 April 2003.
Executive Committee
This committee is chaired by Mr Mark Cutifani, the Chief Executive Officer and comprises members of the executive team. The committee is responsible for overseeing the day-to-day management of the company's affairs and for executing the decisions of the board. It meets at least monthly and is actively involved in the strategy development, review of the company's values, safety performance, operations and exploration profiles and financial affairs.
Disclosures Committee
AngloGold Ashanti believes in the dissemination of credible, accurate and verifiable information. Accordingly, a Disclosures Committee, comprising senior management, has been established to manage compliance with the company’s continuous disclosure obligations and communications policy. In accordance with the updated Disclosures Policy approved by the board on 5 May 2010, the committee ensures that adequate guidelines are put in place to facilitate the process of material disclosure of company information, and bears responsibility for certain categories of information gathering and processes.
Company secretary
The company secretary assists the board in its deliberations, drawing the attention of members to their duties and ensuring, together with the executive directors and senior management, that decisions of the board are properly recorded, appropriately communicated and implemented. The company secretary, in collaboration with the Group Compliance Manager, is responsible for ensuring that new directors are effectively inducted in terms of their duties and responsibilities. Together with the investor relations department, the company secretary provides a direct communication link with investors and liaises with the company's share registrars on all issues affecting shareholders. The company secretarial function, in consultation with other departments, provides mandatory information required by various regulatory bodies and stock exchanges on which the company is listed. The company secretary ensures compliance with all the statutory requirements relating to the administration of the company’s share incentive scheme. She also ensures that minutes of meetings of shareholders, board and board committees are properly recorded in accordance with the South African Companies Act 61 of 1973, as amended. The company secretarial function coordinates the board’s annual evaluation process.
Legal and regulatory compliance
Legal and regulatory compliance forms an important component of AngloGold Ashanti’s corporate governance structure given the company’s geographic spread.
AngloGold Ashanti recognises that compliance with laws and regulations of the jurisdictions in which the company has operations promotes and sustains the reputation and standing of the company and meets the expectations of the market and society while assisting in building and maintaining a sustainable business. In this regard, the board has established the Compliance Department, headed by the Group Compliance Manager. The compliance function has the responsibility for advising and assisting the board of directors and management in designing and implementing appropriate compliance management policies and procedures; in awareness training; in assessing, monitoring and reporting on the company’s compliance programmes and practices; in implementing strategies that reinforce a safe, transparent and ethical working environment; and in ensuring consistent enforcement of policies, standards and procedures.
In furtherance of its commitment to legal and regulatory compliance, the board of directors approved a Compliance Policy Statement in October 2009. The policy seeks to establish, promote and maintain values based on compliance and an ethical culture within the spirit of the laws, regulations, codes and standards applicable in the company’s operating jurisdictions, and in the context of the company’s values, internal policies and procedures.
Compliance activities in 2010
In line with its commitment to develop and adhere to valuebased principles, policies and procedures to guide its employees in the performance of their duties and conduct of internal relationships and interactions with external stakeholders, a new Code of Business Principles and Ethics was approved by the board on 10 August 2010.
Following the approval of the Code, a steering committee was formed comprising members of the following department: Compliance, Company Secretarial, Information Technology, Corporate Communication, Human Resources, Internal Audit and other relevant departments to coordinate the implementation of the Code. This was partly in fulfilment of regulations of the US Securities and Exchange Commission which require companies listed on the New York Stock Exchange to demonstrate the existence of an effective compliance programme which should include the distribution of a code of ethics to all employees and relevant third parties and the company’s commitment to embedding ethical behaviour among its employees and other stakeholders.
An 18-month implementation programme was developed to guide the implementation of the Code. The roll-out will encompass communication and awareness raising campaigns, training in various forms and documented guidance for managing unethical situations.
To further demonstrate the importance of ethics in the company’s governance practices and the board’s commitment to the promotion of ethical conduct, the Code was formally launched by the chief executive officer on 25 November 2010. The launch was attended by the chairman of the Audit and Corporate Governance Committee, several members of management and a cross section of corporate office employees.
Given its geographic spread and the diverse nature of legislations and statutes, country representatives are being identified to oversee local compliance programmes, especially as they relate to the implementation plan for the code.
As part of efforts to inculcate ethical conduct among its employees, an anti-corruption workshop was facilitated by the Ethics Institute of South Africa on 23 November 2010 and attended by the Chairman of the Audit and Corporate Governance Committee, who presented the key note address. The Chief Executive Officer and other senior managers, as well corporate office employees participated in the workshop.
Three workshops on King III, facilitated by corporate governance experts, also took place at the corporate office to educate employees on the requirements of the code.