Corporate governance achievements during 2009 and targets for 2010

Significant corporate governance milestones achieved by AngloGold Ashanti during the year as well as targets for 2010 are detailed below:

External Achievements in 2009	Internal Improvements	Targets for 2010
Overall winner of the Southern Africa Institute of Chartered Secretaries and Administrators and the JSE Limited’s Annual Report Award for the second consecutive year. Overall winner of the Human Capital Reporting, a new category of award introduced by the Southern Africa Institute of Chartered Secretaries and Administrators and the JSE Limited’s Annual Report Award. Excellent Ranking and third place in the Ernst and Young Excellence in Sustainability Reporting 2009. Runner-Up in the Best Sustainability Report: Extractive Industries Award by the Association of Certified Chartered Accountants. Nominated by the South African National Energy Association for energy efficiency, the first time any company has been nominated for this award. Received the Energy Efficiency Excellence Award for 2009 from the South African Association of Energy Efficiency. Selected as the best industrial participant among the Energy Accord signatories at the ETA awards.	A Group Compliance Policy Statement was developed and approved by the Board of Directors in July 2009. A revised Delegation of Authority Policy was approved by the Board of Directors in July 2009. A comprehensive Group Risk and Opportunity Report and Framework were developed to improve risk management. Implementation of the framework commenced during the year and is ongoing. Details are provided under the risk management report. Rollout of Project ONE, a company-wide business improvement initiative. A Safety Transformation initiative under Project ONE initiated to improve safety among the workforce. A values survey piloted at the corporate office to determine the behaviour that employees expect to prevail within the organisation. A new performance appraisal system was initiated to better assess performance and improve career development of individual staff members. A Sustainability Steering Committee was established to enhance sustainability reporting.	Update board charter to incorporate new requirements of the Companies Act 71 of 2008 and the recommendations of the King III Code. Update the board induction pack to include developments in legislation and corporate governance. 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 the King III Code. Complete the process of restructuring the board and certain committees, including succession planning to achieve a better balance in skills and knowledge and improve board performance. Update board and committee annual appraisal forms to ensure that key performance indicators are in line with the company’s new strategy. This is expected to improve assessment outcomes and board delivery. Review risk management and information technology governance by putting in place improved structures to oversee these functions in line with recommendations of King III. Continue with initiatives being undertaken under Project ONE.

Corporate governance is constantly evolving and AngloGold Ashanti focuses on continuously seeking ways to improve on its corporate governance standards. Below are highlights of some of the major corporate governance improvements undertaken during 2009.

During 2009, presentations were made to the board of directors on developments in corporate governance in South Africa, with specific reference to the new Companies Act 71 of 2008 and the King III Code on Corporate Governance. The Audit and Corporate Governance Committee was briefed on developments in the area of financial reporting.

The company continued with its corporate restructuring to improve operational and management systems and accountability. In late 2009 the company’s African operations were separated into the Southern Africa division comprising South Africa and Namibia, and Continental Africa comprising the mines in Ghana, Guinea, Mali and Tanzania. Leadership of the Geita mine in Tanzania was strengthened and a business improvement programme implemented, which achieved tangible results in the improved performance of that operation. At the Obuasi mine in Ghana, the turnaround strategy which begun in 2008 continued in 2009 with positive outcomes achieved.

To enhance work practices, and to enable the company to reach its full potential, a company-wide business improvement programme code named Project ONE, the biggest ever undertaken by AngloGold Ashanti, was initiated. Project ONE seeks to create a culture that promotes improvement and value, while creating a work environment that empowers individuals to make a difference. The initiative is based on two core change processes – the System for People (SP) and the Business Process Framework (BPF), the focus of which is to build appropriate capacities of the company’s human resources and commercial/technical systems.

The SP, one of the key components of Project ONE, is designed to bring about effective working relationships based on trust and a sustainable culture of accountability across all levels of the organisation and was developed in 2008. SP corresponds with AngloGold Ashanti’s recognition that people are more than assets, as reflected in its vision, values and mission statement, “People are the Business … Our Business is People”.

In line with the company’s promise to annually review its mission, vision and values and within the context of SP, a values survey was initiated during the year. This study was aimed at establishing a deeper understanding of the organisational values and sets out to determine the behaviours that should characterise relations between individuals and promote cooperation and team work. A pilot survey was completed at the corporate office and is expected to be rolled out globally in the first half of 2010.

In the context of Project ONE, a safety transformation initiative is being developed in accordance with AngloGold Ashanti’s recognition that Safety is the company’s first value. Its implementation is expected to further improve the company’s safety standards and performance.

As part of Project ONE, a monthly newsletter was launched in December 2009 to communicate important information about the company’s operations to all employees.

Regarding improvement and deepening of corporate policies and management standards, a revised Delegation of Authority Policy was approved by the board of directors. The policy governs and defines the scope and limits of the authority of officers of AngloGold Ashanti and subsidiaries to commit and bind the company concerning legal and business obligations which the company may, in the usual course of business, enter into from time to time.

The board of directors also approved a Compliance Policy Statement for the AngloGold Ashanti group. The policy affirms and expresses the company’s commitment to legal, regulatory, standards and compliance with best practice. It 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.

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 2009 quarterly briefings by the Chief Executive Officer on the company’s quarterly results and other important corporate events and developments continued. These briefings were held in the corporate office and distributed group wide. Briefs were also issued to employees by the corporate affairs department to keep them abreast of major developments within the company. The company secretarial and the investor relations departments continued to engage with the investors in line with company policy.

Meaningful engagement with shareholders is considered a centrepiece of accountability and good governance by AngloGold Ashanti’s board. At the annual general meeting of shareholders held on 15 May 2009, the board detailed 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.

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 monitoring processes 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 inform the Transformation and Human Resources Development Committee. The company submitted its ninth employment equity report as at 1 August 2009 to the South African Department of Labour in August 2009.

For purposes of advancing and supporting the interests of women employees at the corporate office, the Women’s Forum, an affiliate of the corporate office Employment Equity Committee, undertook a number of programmes aimed at enhancing information exchange and improving the welfare of women.

Responsibility and accountability for corporate governance

The board of directors 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.

External legislation, regulations and requirements

These include the South African Companies Act 61 of 1973, as amended, and the United States Sarbanes-Oxley Act of 2002, the listings requirements of the JSE and other stock exchanges on which the company is listed, applicable legislation and regulations in the jurisdictions in which the company has operations, as well as various corporate governance guidelines such as those provided by the South African Code on Corporate Governance (King II) and the Global Reporting Initiative. Various other pieces of legislation and governance standards also guide the company's legal and disclosure obligations.

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 interested parties where necessary.

The JSE Listings Requirements require the company to disclose its compliance with the King Code and explain any areas of non-compliance. The King Code or King II, is a set of guidelines on best practice in corporate governance aimed at promoting the highest standards of corporate governance in South Africa. AngloGold Ashanti currently applies the King Code in all material respects including the establishment of a Risk Committee which will become operational during 2010. The one significant exception is the fact that the chairman of the board is a member of the Audit and Corporate Governance Committee. In the view of the board, the considerable knowledge and wide ranging experience of the chairman in the area of financial analysis, risk management and corporate governance provide a worthwhile basis for his close involvement in the work of the committee.

On 1 March 2010, the King Report on Corporate Governance in South Africa 2009 (King III) becomes effective. AngloGold Ashanti, with the approval of its board, has in place a project to identify the recommendations of King III with a view to applying these recommendations or explaining non-application by year-end 2010.

Internal policies

Internal policies include the Board Charter, terms of references of board committees and other policies as outlined above.

Key features of some internal policies that enhance the corporate governance of AngloGold Ashanti follow.

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 (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 affect on the price to 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 insiders who wish to trade in the company’s securities during closed periods. AngloGold Ashanti regards compliance with securities laws in relevant jurisdictions that it operates in as important aspects of its corporate governance principles; disciplinary action which may include loss of employment is therefore taken against insiders who violate this policy.

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 the criteria to assist the process of selecting persons considered fit and proper to assume the responsibility 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 on the level and degree of 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 everchanging 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 of America 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 in terms of the corporate governance guidelines and requirements. 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, unlawful, financial malpractice or dangers to the public or the environment. Reports are made through several mediums including the intranet, internet, telephone, fax and post. An initiative is being undertaken to also implement short messaging system (sms) as a medium for reporting.

All 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. Reporters have the option to request feedback on reported cases. The process encourages reports to be made in good faith in a responsible and ethical manner. 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 whistle-blowing line or directly to internal audit or the legal department.

Since its introduction in February 2004, 257 cases had been reported as at 31 December 2009, of which 230 have been successfully investigated and closed.

The board of directors

The Articles of Association of AngloGold Ashanti requires the board to be composed of a minimum of four directors. Currently, the company is managed by a unitary board, comprising two executive directors: the Chief Executive Officer and the Chief Financial Officer and six independent non-executive directors who all meet the board’s independence criteria. A restructuring of the board’s composition is currently being undertaken with the view to improving the mix of skills, experience and knowledge required of a multinational gold mining company.

The policy determining the independence of directors can be found on the company’s website at www.anglogoldashanti.com/Sustainability/Gov+Policies.htm.

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. In line with this practice the chairman will retire from the board at the annual general meeting to be held on 15 May 2010. Tito Mboweni has been appointed to replace Mr Edey as chairman, effective 1 June 2010.

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, Party Political Donations and Remuneration committees, 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;
• appointment of directors;
• role and responsibility of the board;
• procedures of the board;
• board committees;
• matters reserved for board decision;
• management of risks;
• corporate governance;
• remuneration issues;
• evaluation of board performance and induction of new directors; and
• declaration of interests.

The board is authorised by the company's Articles of Association to appoint new directors, on recommendation 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 follows a staggered process with one-third of non-executive directors retiring at least every three years at the annual general meeting. A curriculum vitae of each director standing for election or reelection is made available to shareholders prior to the annual general meeting to assist in their decision making. Executive directors are appointed by the board to oversee the day-to-day running of the company and are held accountable by regular reporting to the board. Their performance is measured against pre-determined criteria.

While executive directors have contracts of employment with the company, non-executive directors do not have contracts of service with the company, or any of its subsidiaries that are terminable at periods of notice exceeding one year or require payment of compensation on termination. Details on the remuneration of executive and non-executive directors are presented in the Remuneration Report.

Determination of independence is guided by the King Code, the Companies Act and international best practice. Where the board, exercising its discretion and having considered all relevant facts, determines a director to be independent despite not meeting the set criteria, the board will fully disclose its reasoning in appropriate public reports. Internal policies are available on the company’s website at www.anglogoldashanti.com/Sustainability/Gov+Policies.htm.

At the board meeting held on 16 February 2010, the independence of Mr Frank Arisman, who retires from the board by rotation at the annual general meeting to be held on 7 May 2010, was reviewed. The board, in considering the requirements of King III, concluded that despite Mr Arisman having served as a director on the board since April 1998, his performance and the skills and knowledge which he brings to the board are of a high standard, and his independence of character and judgement are not in any way affected or impaired by the length of service, and the board is therefore of the opinion and has declared Frank Arisman to be independent.

The policy and independence of individual non-executive directors is 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.

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 management of the company. The board believes that assessment of its performance should not be subject to a single evaluation process at the end of each year; hence it is committed to a continuous non-formal evaluation of its performance throughout the year.

The most recent formal evaluation was conducted in February 2010 in respect of the 2009 period. 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 of the board.

The performance evaluation of executive directors is conducted by the Remuneration Committee. For full details, see the Remuneration Report.

Topics covered in the board’s effectiveness evaluation include the following:

• setting of performance objectives;
• board contribution to development of strategy;
• board response to crisis;
• board awareness of developments in regulatory and market environments;
• effectiveness of board committees;
• evaluation of the relationship between the board and management, shareholders and among members of the board itself;
• succession plans for senior executive management;
• criteria for determining independence of directors; and
• corporate governance and legal issues facing the board/company.

All 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.

All members of the Executive Committee are regular attendees at board meetings and report to the board on their respective operational areas.

The chairman of each committee also reports to the board after every meeting.

Separate meetings are held each year to discuss strategic matters and the group’s budget for the following year.

During 2009 the board held four scheduled quarterly meetings. In addition four special and eight sub committee meetings were held to discuss and approve issues of a special nature.

Members	26 Jan (special meeting)	6 Feb (quarterly meeting)	6 April (special meeting)	13 May (quarterly meeting)	22 Jun (special meeting)	29 Jul (quarterly meeting)	28 Oct (quarterly meeting)	7 Dec (special meeting)
Mr RP Edey (Chairman)
Dr TJ  Motlatsi
Mr FB Arisman
Mr RE Bannerman#					–	–	–	–
Mr M Cutifani
Mr JH Mensah#					–	–	–	–
Mr WA Nairn
Prof LW Nkuhlu##				–
Mr SM Pityana
Mr S Venkatakrishnan

Apologies.
# Retired 15 May 2009.
## Resigned from the board on 5 May 2009, reappointed on 1 June 2009.

Board committees

The board has established and delegated specific roles and responsibilities to seven standing committees and one management committee (the Executive Committee), to assist it in the execution of its mandate. Each committee’s role and responsibilities are spelt out in its terms of reference, approved by the board and reviewed regularly to ensure that they remain in line with the company’s changing needs and business climate. Standing committees are chaired by independent non-executive directors. As and when required, the board may establish ad hoc committees to address specific issues. Details of each board committee are 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. This also fulfils the guidelines of the King III Code, which becomes effective in March 2010, and the requirements of Companies Act 71, of 2008, which is expected to become effective during 2010. The US Sarbanes-Oxley Act requires the board to identify a financial expert from within its ranks. The board has resolved that the committee's chairman, Prof Wiseman Nkuhlu is the board's financial expert. 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 disciplines.

The committee is guided by its terms of reference. The mandate as delegated by the board is ensuring integrity of financial reporting and adequacy of governance, internal control and risk management policies and processes throughout the group.

The selection of external auditors, recommendation of their appointment to shareholders and the determination of their fees, policy procedures for approving non-audit work and checking and satisfying itself about independence of the external auditors is one of the functions of the committee. To this end, the committee holds private discussions with the external auditors and conducts an annual formal assessment on the independence of the auditors. In line with this, at its meeting in February 2010 and after due consideration of all relevant facts, the committee expressed satisfaction that the external auditor is independent of the company and was so during the financial period under review to and including the date of this report.

Fees paid to the external auditors in respect of audit fees were $7m and $1m relating to other assurance services. The percentage of non-audit fees as a portion of total fees paid to the external auditors for 2009 was about 13%.

The group internal audit manager 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 committee meetings. 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. The function, duties and powers of the internal audit department, are governed by a formal internal audit charter approved by the committee. In addition, the group internal audit manager meets with committee members in the absence of management.

The committee meets regularly with the external audit partner, the group's internal audit manager 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.

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.

In addition, the committee reviews 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.

The committee oversees the company’s integrated reporting and in that regard reviews the financial aspects of the sustainability report to ensure accuracy and reliability of information. It also reviews the non-financial information to ensure it conforms to the financial information. To facilitate the committee’s role in relation to the integrated reporting, the chairman was appointed to the Safety, Health and Sustainable Development Committee with effect from 27 October 2009. The 2009 Sustainability Review was reviewed and recommendation was made for its release to stakeholders.

At its meeting held in February 2010, the committee recommended the appointment of Ernst & Young as the auditors. Their appointment will be taken to shareholders for approval at the annual general meeting to be held on 7 May 2010.

The committee held four scheduled quarterly meetings during 2009 as detailed below. In addition, two sub-committee meetings were held.

Members	4 February	11 May**	27 July	26 October
Prof LW Nkuhlu (Chairman)*		–
Mr FB Arisman
Mr RP Edey
Mr JH Mensah#			–	–
By invitation
Mr M Cutifani
Mr S Venkatakrishnan

* Resigned from the board on 5 May 2009. Re-appointed to the committee and chairman from 1 June 2009.
** The meeting of 11 May 2009 was chaired by FB Arisman.
^# Retired on 15 May 2009.

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 (2008: two) other public company’s audit committee but is not its chairman.

After having considered all relevant facts, and given his professional knowledge and skills, the board concluded that the simultaneous service on another audit committee and membership on the Financial Crisis Advisory Group of the International Accounting Standards Board (IASB) and the Financial Accounting Standards Board (FASB) by Prof Nkuhlu has not impaired his ability to diligently execute his responsibilities to the committee and the board of AngloGold Ashanti. The members of the Audit and Corporate Governance Committee were all re-appointed to serve as members of the committee by the board to hold office for the next financial year.

Remuneration Committee

The Remuneration Committee comprises only 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 objectives. Bonuses paid to executive directors are a reflection of the performance of each of the directors and the company as a whole. The fees of non-executive directors are fixed by shareholders at the annual general meeting and, other than the fees they receive for their participation on board committees and an allowance for travelling internationally to attend board meetings, non-executive directors receive no further payments from the company and are precluded from participation in the company's share incentive scheme.

Full details of the company's remuneration philosophy, the committee's deliberations during 2009, remuneration payments for all directors and information on the Share Incentive Scheme are available in the Remuneration Report.

Members	5 February	12 May	28 July	27 October
Mr SM Pityana (Chairman)
Mr FB Arisman
Mr RE Bannerman#			–	–
Mr RP Edey
Dr TJ Motlatsi
Prof LW Nkuhlu##		–
By invitation
Mr M Cutifani

^# Retired from board on 15 May 2009.

^## Resigned from the board on 5 May 2009, re-appointed on 1 June 2009

Apologies.

Nominations Committee

The appointment of directors is a matter for the board as a whole but the Nominations Committee, whose membership comprises solely of independent non-executive directors, is responsible for identifying 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 board chairman.

The committee met twice during 2009.

Members	30  March	28 October
Mr RP Edey (Chairman)
Mr FB Arisman
Mr RE Bannerman#		–
Mr JH Mensah		–
Dr TJ Motlatsi
Mr WA Nairn
Prof LW Nkuhlu	†
Mr SM Pityana		†
By invitation
Mr M Cutifani

Apologies.
^# Retired from board on 15 May 2009.
† Recused

Safety, Health and Sustainable Development Committee

The Safety, Health and Sustainable Development Committee oversees the company’s performance regarding safety, health and the environment, and its social interaction with the communities in which it operates. This 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. During 2009 the committee deliberated on the safety concerns faced by the company's South African mines and in particular, on the strategies and methodologies that will enhance the safety and security of all company employees.

Four scheduled quarterly meetings were held during 2009 as detailed below.

Members	5 February	12 May	28 July	27 October
Mr WA Nairn (Chairman)
Mr M Cutifani
Mr JH Mensah#			–	–
Dr TJ Motlatsi
Prof LW Nkuhlu##	–	–	–	–
Mr SM Pityana
By invitation
Mr FB Arisman
Mr RP Edey

Apologies.
^# Retired from board on 15 May 2009.
^## Appointed 27 October 2009

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 2009 which is available on the company’s website.

The committee held four scheduled quarterly meetings in 2009.

Members	5 February	12 May	28 July	27 October
Dr TJ Motlatsi  (Chairman)
Mr FB Arisman
Mr RE Bannerman#			–	–
Mr M Cutifani
Mr WA Nairn
Mr SM Pityana

Apologies.
^# Retired from board on 15 May 2009.

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. The membership of the committee comprised Mr RP Edey (chairman), Mr M Cutifani, Mr WA Nairn, Mr Pityana, Mr S Venkatakrishnan and Mr JH Mensah who retired from the board on 15 May 2009. The committee met on 11 May 2009 and all members were present.

Party Political Donations Committee

The membership of the Party Political Donations Committee comprises the South African resident independent non-executive directors, namely, Mr WA Nairn, Prof LW Nkuhlu, Mr SM Pityana and is chaired by the deputy chairman of the board, Dr TJ Motlatsi. 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. The committee met once during the year, on 3 February, 2009 at which all members were present. Mr WA Nairn was appointed a member of the committee at that meeting.

In line with the company’s policy on political donations which seeks to support a strong democracy and good governance, the committee approved a donation of R4m which was distributed to six South African political parties intended as the company’s contribution to the democratic elections held in South Africa during 2009. The criteria for allocation of the funds was in line with the company’s policy and was based on an assessment of the capacity of each of the parties to contribute meaningfully to the democratic debate and to the generation of policy ideas for public consideration and further, capacity to contribute constructively to building a culture of executive accountability and parliamentary oversight.

Executive Committee

This committee is chaired by Mr Cutifani, the Chief Executive Officer and comprises members of the executive team as detailed under Board and management. 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 strategic review of the company's values, safety performance, operation and exploration profiles and financial status.

Treasury Committee

The Treasury Committee is a sub-committee of the audit and corporate governance committee. Its membership comprises of two non-executive directors, the Chief Financial Officer and a number of employees whose duties are relevant to the role and functions of the committee. It is chaired by the chairman of the audit and corporate governance committee and its main role is to monitor and mitigate financial risks. The committee held two meetings during the year under review.

Finance Committee

Membership of the Finance Committee includes the Chief Financial Officer, senior finance officers and other senior management. Its function is to review the financial aspects of the company’s affairs, including reviewing the effectiveness of the company’s disclosures policy, internal controls and procedures established by the company or the committee and make recommendations to the Executive Committee for any changes required.

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. 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

Ms Lynda Eatwell was appointed company secretary in December 2006. The company secretary assists the board in its deliberations, drawing attention of members to their legal duties and ensuring, together with the executive directors and senior management that decisions of the board are properly 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, furthermore, provides mandatory information required by various regulatory bodies and stock exchanges on which the company is listed. The company secretary assists the Senior Vice President – Finance, Treasury in ensuring compliance with all the statutory requirements relating to the administration of the company’s share incentive scheme. She also ensures that minutes 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 and compliance functions also play a role in the board’s annual evaluation process.

Group Compliance Manager

Mr Ken Tshribi was appointed group compliance manager in December 2008. Compliance with laws and regulations promote and sustain the reputation and standing of a company and meet the expectations of the market and society. 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.