Corporate governance

Gold Fields has developed a comprehensive set of internal standards and principles that underpin how we do business. These include:

• Our Vision and Values: Everything that we do to achieve our Vision of becoming the global leader in sustainable gold mining is informed by our Values (p16). These are applied by our directors, as well as employees at every level of the Company
• Board of Directors’ Charter: This articulates the objectives and responsibilities of the Board (p 63). Likewise, each of the Board committees operates in accordance with written terms of reference, which are regularly reviewed by the Board. These are available on our website or, on request, from our secretarial office
• Sustainable Development Framework: Gold Fields places particular emphasis on the ongoing development of its sustainable development systems and structures. This includes the establishment of a unified Sustainable Development Framework based on best practice, as well as our operational requirements. The framework, which is governed by an overall Sustainable Development Policy, is made up of the following pillars – each of which is underpinned by a formal corporate policy:
  
  

  •	Energy and carbon management
  •	Communities and indigenous people
  •	Environment
  •	Ethics and corporate governance
  •	Human rights
  •	Material stewardship and supply chain management
  •	Occupational health and safety
  •	Risk management
  •	Stakeholder engagement

Effective management in each of these areas is integral to the achievement of our long-term, strategic objectives

• Code of Ethics: The Gold Fields Code of Ethics commits every employee, officer and director within Gold Fields to conducting business in an ethical and fair manner. The Board’s Audit Committee and Social and Ethics Committee is tasked with ensuring the consistent application of, and adherence to, the Code of Ethics

www.goldfields.co.za/com_corp_gov.php

www.goldfields.co.za/com_ethics.php

Gold Fields adheres to a number of external standards and principles. These include:

Voluntary standards:

• Our Sustainable Development Framework is guided by the International Council on Mining and Metals’ (ICMM) 10 Principles on sustainable development and the supporting position statements
• We support the principles and processes of the Extractive Industry Transparency Initiative (EITI) through our membership of the ICMM
• We support the principles advocated by the World Gold Council of which we are a member
• We are guided by the principles advocated by the United Nations Global Compact (UNGC), in which we are a participant. This includes implementation of the Ten Principles in our business activities and our annual submission of a Communication on Progress
• Our reporting is guided by the internationally recognised Global Reporting Initiative’s (GRI) G3.1 Sustainability Reporting Guidelines, including the Mining and Metals Sector Supplement and Reporting Guidance on HIV/AIDS
• The Gold Fields Code of Ethics meets relevant requirements from a number of external standards including South Africa’s King III Report on Corporate Governance. The code is also aligned with relevant US legislation (including the Sarbanes-Oxley Act (2002), Dodd-Frank Act (2010) and Foreign Corrupt Practices Act (1977)), the UK Bribery Act (2010), the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (1997), the UN Convention against Corruption (2003) and South Africa’s Prevention and Combating of Corrupt Activities Act (2004)

Internationally recognised management system standards:

• All of our operations – as well as our exploration division – are certified to the ISO 14001 environmental management system standard
• All of our mines are certified to the OHSAS 18001 safety management system standard
• All of our mines identify, prioritise and engage relevant stakeholder groups in accordance with the AA 1000 stakeholder engagement principles
• All of our eligible operations are fully compliant with the requirements of the International Cyanide Management Code¹

Listings requirements:

• Our primary listing on the JSE² Limited (JSE) means we are subject to the JSE Listings Requirements, including certain aspects of South Africa’s King III Code of Corporate Governance (King III – see below)
• The trading of our shares on the New York Stock Exchange (NYSE) means we are subject to relevant NYSE disclosure and corporate governance requirements, as well as the terms of the Sarbanes-Oxley Act 2002
• Our secondary listings on NASDAQ Dubai Limited, Euronext in Brussels and the SWX Swiss Exchange means we are subject to each exchange’s disclosure requirements

Application of King III within Gold Fields

The JSE has included certain aspects of South Africa’s King III Report on Corporate Governance (King III) in its Listings Requirements. The Board has adopted the recommendations on good corporate governance contained in the King III Report, as well as the King Code of Governance Principles for South Africa.

We have implemented the King III principles and recommendations across Gold Fields. A full report of our compliance with each of the King III principles is available on the Gold Fields website.

Sustainability Services found that Gold Fields had a 94.9% compliance score to King III.

www.goldfields.co.za

New Memorandum of Incorporation

On 1 May 2011, South Africa’s Companies Act No 71 of 2008 (as amended) came into force – replacing the Companies Act No 61 of 1973. Although already compliant with most of the terms of the Act prior to it coming into force, during 2012 we took additional actions to ensure full conformance with the Companies Act and the amended JSE Listings Requirements, including implementation of our new Memorandum of Incorporation (which replaces our previous Articles of Association). These were approved at our annual general meeting (AGM) in May 2012.

Gold Fields intends to propose some amendments to the new Memorandum of Incorporation at the annual general meeting scheduled for 9 May 2013, which amendments will inter alia relate to:

• The ability of the Board to create and issue debt instruments (in the form of bonds, notes, commercial paper, debentures or other similar securities that are, or are capable of being, listed or ordinarily dealt with on an exchange) without reference to shareholders, on such terms and conditions as the Board may from time to time determine, provided that no special privileges may be granted to secured and unsecured debt instruments as contemplated in the JSE Listings Requirements. Such ability shall in all circumstances be subject to and be in accordance with the JSE Listings Requirements and the Companies Act
• The retirement of directors by rotation, which amendment will, in line with international best practice, provide that all directors, and not only non-executive directors, are subject to retirement by rotation
• Recent changes to the JSE Listings Requirements

We are in the process of ensuring all the Memorandum of Incorporation of our subsidiary companies are similarly aligned. This process will be completed by the deadline of 1 May 2013.

During 2012, Gold Fields won the following awards and recognition, among others:

• Third place among global mining companies in the 2012 Dow Jones Sustainability Index (DJSI) as evaluated by Sustainable Asset Management, making Gold Fields the top-ranked South African-listed mining company and the top-ranked gold miner on the DJSI. In 2011, Gold Fields was ranked fourth
• Ranked second in the JSE Top 100 Carbon Disclosure Leadership Index (CDLI) by the global Carbon Disclosure Project (CDP). Gold Fields was also among the top six (unranked) companies in the CDP’s Carbon Performance Ratings
• First place in the Energy, Minerals and Industrial segment of South Africa’s Climate Change Leadership Awards
• The John T Ryan Trophy for safety in the Peruvian open pit mining category – for the third consecutive year in 2012
• Inclusion in the JSE’s Socially Responsible Investment Index, for the eighth year in succession
• First place in the Top 40 JSE category of the Institute of Chartered Secretaries (ICS)/JSE Annual Report Awards in South Africa for our 2011 Integrated Annual Report
• Second place in the Basic Materials category of the Nkonki Top 100 Integrated Reporting Awards for our 2011 Integrated Annual Report
• ‘Prime Grade’ under Oekom’s classification of companies’ social and environmental performance
• Runner-up in the ‘Best Sustainability Reporting in the Resources Sector’ category and overall winner of the ‘Best Sustainability Reporting – Most Improved Report’ category in the ACCA South Africa Sustainability Reporting Awards for our 2011 Integrated Annual Report
• Inclusion in the (unranked) top 10 in Ernst & Young’s first-ever Excellence in Integrated Reporting awards (which evaluated the reports of the top 100 JSE listed companies and the top 10 state-owned entities in South Africa) for our 2011 Integrated Annual Report
• Global Reporting Initiative A+ compliance for our 2011 Integrated Annual Report
• Achievement of advanced-level reporting under the UN Global Compact

Case study: Gold Fields recognised as one of the top-3 mining companies in the DJSI

www.icmm.com

www.eiti.org

www.gold.org

www.unglobalcompact.org

www.globalreporting.org

www.cyanidecode.org

www.sec.gov

www.jse.co.za

The Board is the highest governing authority of the Company. The Board of Directors’ Charter articulates the objectives and responsibilities of the Board (see below). Likewise, each of the Board subcommittees operates in accordance with written terms of reference, which are regularly reviewed by the Board. The Board takes ultimate responsibility for the Company’s adherence to sound corporate governance standards and sees to it that all business decisions and judgements are made with reasonable care, skill and diligence.

In terms of the Memorandum of Incorporation, the number of directors shall not be less than four and not more than 15. As at 26 March 2013 the Board comprised 12 directors, of whom only two are executive directors and 10 independent non-executive directors. Advised by the Nominating and Governance Committee, the Board ensures that the election of independent directors falls on reputable persons of well-known competence and experience, who are willing to devote a sufficient part of their time to the Company.

Open pit at Agnew, Australia

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

The Board is kept informed of all developments at the Company, primarily through the executive directors and the Company Secretary. The Board is also kept informed through a number of other mechanisms, including employee climate surveys, newsletters and internal staff communication, among others.

The roles of the Chair of the Board and the Chief Executive Officer (CEO) are kept separate. Non-executive director Dr Mamphela Ramphele was the Chair of the Board until 13 February 2013 when she was replaced by non-executive director Cheryl Carolus. Nick Holland was the CEO of Gold Fields for all of 2012.

In 2012, there was a single change to the composition of the Board – marked by the departure of Matthews Sello Moloko on 31 December 2012.

The Board is required to meet at least four times a year. During 2012, it convened six times.

Monitoring of performance

The Chair is appointed on an annual basis by the Board, with the assistance of the Nominating and Governance Committee after a rigorous review of the Chair’s performance and independence. In line with recommendations by King III, the Board carries out a rigorous evaluation of the independence of directors who have served on the Board for nine years or more. The Nominating and Governance Committee assesses the independence of non-executive directors annually.

In addition, a comprehensive annual work plan was developed to help ensure the Board discharged its duties in a structured manner. The work plans were approved by the Board committees in February 2013.

Summary attendance table of Board and Board Committee meetings

In 2012 a detailed assessment of the performance of the Board and its Committees was conducted by the Company Secretariat, in line with the latest recommendations by King III (released in the form of practice notes). The assessments found the structures and processes governing the Board and its committees were well established and functioning satisfactorily. It also found that the Board had fulfilled its role and responsibilities and had discharged its responsibility to the Company, shareholders and other stakeholders in an exemplary manner. The size of the Board and Board composition were identified as potential areas for improvement.

A new mechanism for conducting individual director assessments was also introduced, which is appropriate for the level of seniority of the members of the Board and is aligned with the King III requirements. This will be implemented during the course of 2013.

Tarkwa mine, Ghana

Rotation and retirement from the Board

In accordance with our Memorandum of Incorporation, one-third of the non-executive directors shall retire from office at each annual general meeting. The first to retire are those directors appointed as additional members of the Board during the year, followed by the longest serving members. Retiring directors can be immediately re-elected by the shareholders at the annual general meeting. The Board, assisted by the Nominating and Governance Committee, recommends the eligibility of retiring directors (subject to availability and their contribution to the business) for reappointment. A director who has served on the Board for more than three years since their last election or appointment is required under the Memorandum of Incorporation to retire at the next annual general meeting.

An amendment to the Memorandum of Incorporation will be proposed at the Company’s next annual general meeting to the effect that executive directors will also be required to retire by rotation.

Board of Directors’ Charter

The Board reviewed and approved the Board of Directors’ Charter to align it to the recommendation of King III. Our Board of Directors’ Charter compels directors to promote the Vision of the Company, while upholding sound principles of corporate governance. Directors’ responsibilities under the Charter include:

• Determining the Company’s Code of Ethics and conducting its affairs in a professional manner, upholding the core values of integrity, transparency and enterprise
• Evaluating, determining and ensuring the implementation of corporate strategy and policy
• Determining compensation, development, skills development and other relevant policies for employees
• Developing and setting best-practice disclosure and reporting practices that meet the needs of all stakeholders
• Authorising and controlling capital expenditure and reviewing investment capital and funding proposals
• Constantly updating the risk management systems; including setting management expenditure authorisation levels and exposure limit guidelines
• Reviewing executive succession planning and endorsing senior executive appointments, organisational changes and general remuneration policies. In this the Board will be guided by the Remuneration Committee as well as the Nomination and Governance Committee

www.goldfields.co.za/pdfs/charter.pdf

Board statement

The Board considers that this Integrated Annual Report complies in all material respects with the relevant statutory requirements of the various regulations governing disclosure and reporting by Gold Fields and that the annual financial statements comply in all material respects with the Companies Act No 71 of 2008, as amended, as well as with IFRS. As such, the Board approves the content of the Integrated Annual Report 2012, including the annual financial statements.

Independent non-executive directors at 31 December 2012

		1. Dr Mamphela Ramphele (65) Departing Chair MBCHB, University of Natal; PhD in Social Anthropology, University of Cape Town; BCom Admin, University of South Africa; Diploma in Tropical Health and Hygiene and a Diploma in Public Health, University of the Witwatersrand Dr Ramphele was appointed non-executive director and Deputy Chair of the Board of Gold Fields on 1 July 2010 and Chair of the Board with effect from 2 November 2010. She is the founder of Letsema Circle, a Cape Town-based specialist transformation advisory company as well as the Subject2Citizen movement. She was previously a director of Remgro, Anglo American Plc and Medi-Clinic. Dr Ramphele was Vice-Chancellor of the University of Cape Town, a post she took up in 1996, having joined the university as a research fellow in 1986. She served as Managing Director of the World Bank from May 2000 to July 2004 with responsibility for human development activities and the World Bank Institute. She was Co-Chair of the Global Commission for International Migration (GCIM) between 2004 and 2005. Dr Ramphele resigned from the Board with effect from 13 February 2013 to start Agang, a political platform. Cheryl Carolus was appointed as the Chair with effect from 14 February 2013.
		2. Cheryl A Carolus (54) New Chair BA Law; Bachelor of Education, University of the Western Cape Ms Carolus was appointed a director of Gold Fields on 10 March 2009 and was appointed as the Chair with effect from 14 February 2013. She is Executive Chair of Peotona Group Holdings, an empowerment consortium, and also holds directorship with Investec and De Beers, amongst others. She is a director of a number of other public and private companies, including the World Wildlife Fund, and served as South Africa’s High Commissioner to the United Kingdom from 1998 to 2001. Ms Carolus was the CEO of South African Tourism from 2001 to 2004 and Chair of the South African National Parks board for six years.
		3. Kofi Ansah (68) BSc (Mechanical Engineering), UST Ghana; MSc (Metallurgy), Georgia Institute of Technology Mr Ansah was appointed a director of Gold Fields in April 2004. He is also a director of Ecobank Limited (Ghana).
		4. Roberto Dañino (62) Master of Law, Harvard Law School; Bachelor of Law, Pontificia Universidad Catolica del Peru Mr Dañino has been a director of Gold Fields since 10 March 2009. A former Prime Minister of Peru and his country’s ambassador to the United States, he serves on various corporate and non-profit boards in Peru, Canada, the United Kingdom and the United States, including Gold Fields La Cima and Hochschild Mining. He is the chair of Fosfatos del Pacifico S.A. Mr Dañino has practised for over 30 years as a partner of leading law firms in Lima and Washington DC, was Senior Vice-President and General Counsel of the World Bank as well as Secretary General of the International Centre for Settlement of Investment Disputes (ICSID).
		5. Alan R Hill (70) BSc (Hons); MPhil (Rock Mechanics), Leeds University Mr Hill joined the Board on 21 August 2009. On 2 October 2010, he was appointed the CEO and Chair of Teranga Gold Corporation and was appointed Executive Chair in September 2012. After graduating, Mr Hill worked for a number of mining firms before joining Barrick Gold in 1984. He spent 19 years with Barrick from which he retired in 2003 as Executive Vice-President: Development.
		6. Delfin Lapus Lazaro (62) BS Metallurgical Engineering, University of Philippines; MBA, Harvard Business School Mr Lazaro joined the Board on 1 June 2011. He also serves on the Board of Ayala Corporation, Insular Life Assurance Company Limited and Manila Water Company Inc., amongst other companies. He served as the President and CEO of Globe Telecom from 1996 to 1998. Prior to this, he was head of the Philippines Department of Energy and served as the chairman of various entities from 1992 to 1994. He started his working career at Benguet Corporation in 1975 as a treasurer and held various other positions in the organisation until he was appointed vice chairman. He served in this role from 1989 to 1992.
		7. Richard P Menell (57) BA (Hons), MA (Natural Sciences Geology), Cambridge; MSc (Mineral Exploration and Management), Stanford University, California Mr Menell was appointed a director of Gold Fields on 8 October 2008. Mr Menell became a member of the Board of Sibanye Gold Limited with effect from 1 January 2013. He has over 35 years’ experience in the mining industry, including service as President of the Chamber of Mines of South Africa, President and CEO of Teal Exploration & Mining as well as Executive Chair of Anglovaal Mining and Avgold. He is a director of Weir Group Plc. and Senior Adviser to Credit Suisse. He also serves as a director of a number of unlisted companies and non-profit organisations.
		8. Matthews Sello Moloko (47) BSc (Hons) and Postgraduate Certificate in Education, University of Leicester; Advanced Management Programme, Wharton Mr Moloko was appointed a director of Gold Fields on 25 February 2011. Mr Moloko resigned from the Board with effect from 31 December 2012 in order to Chair the Board of Sibanye Gold Limited. He is the executive Chair, founder and shareholder of Thesele Group and non-executive Chair of Alexander Forbes Group. He has worked at a number of financial services companies, including Brait and Old Mutual, where he was CEO of Old Mutual Asset Managers until 2004. Other directorships include Acucap Limited and Sycom Property Fund and he chairs the Nelson Mandela Foundation Investment Committee.
		9. David N Murray (68) BA (Hons) Econ; MBA, University of Cape Town Mr Murray was appointed a director of Gold Fields on 1 January 2008. He has more than 38 years’ experience in the mining industry and has been CEO of Rio Tinto Portugal, Rio Tinto Brazil, TVX Gold Inc, Avgold and Avmin. He is also a non-executive director of Ivernia Inc.
		10. Donald MJ Ncube (65) BA (Economics) and Political Science, Fort Hare University; Postgraduate Diploma in Labour Relations, Strathclyde University, Scotland; Graduate MSc (Manpower Studies), University of Manchester; Diploma in Financial Management; Honorary Doctorate in Commerce, University of the Transkei Mr Ncube was appointed a director of Gold Fields on 15 February 2006. Previously, he was an alternate director of Anglo American Industrial Corporation and Anglo American Corporation, a director of AngloGold Ashanti as well as non-executive Chair of South African Airways. He is currently Chair of Rare Holdings and Badimo Gas, and Managing Director of Vula Mining Supplies.
		11. Rupert L Pennant-Rea (65) BA, Trinity College, Dublin; MA, University of Manchester Mr Pennant-Rea has been a director of Gold Fields since 1 July 2002. He is Chair of Henderson Group Plc and The Economist Newspaper Limited and a director of Hochschild Mining Plc, Go-Ahead Group, Times Newspaper Holdings and various other companies. Previously Mr Pennant-Rea was the editor of The Economist and Deputy Governor of the Bank of England.
		12. Gayle M Wilson (68) BCom; BCompt (Hons); CA(SA) Mrs Wilson was appointed a director on 1 August 2008. She was previously an audit partner at Ernst & Young for 16 years, where her main focus was on listed gold and platinum mining clients.

Executive directors at 31 December 2012

		13. Nicholas J Holland (54) Chief Executive Officer (CEO) BCom, BAcc, University of the Witwatersrand; CA(SA) Mr Holland was appointed an executive director of Gold Fields in 1997 and became CEO on 1 May 2008. Prior to that he was the Company’s CFO. Mr Holland has more than 31 years’ experience in financial management, of which 23 years were in the mining industry. Prior to joining Gold Fields, he was Financial Director and Senior Manager of Corporate Finance at Gencor.
		14. Paul A Schmidt (45) Chief Financial Officer (CFO) BCom, University of the Witwatersrand; BCompt (Hons), Unisa; CA(SA) Mr Schmidt was appointed CFO on 1 January 2009 and joined the Board on 6 November 2009. Prior to this, he held the positions of acting CFO from 1 May 2008 and Financial Controller from 1 April 2003. He has more than 17 years’ experience in the mining industry.

The Board has established a number of standing committees with delegated authority from the Board. The committee members are all independent non-executive directors and the CEO is a permanent invitee to each committee meeting. Each Board committee is chaired by an independent non-executive director.

Committees operate in accordance with written terms of reference. In addition, the committees are required to evaluate their effectiveness and performance on an annual basis and to report the respective findings to the Board for consideration.

Nominating and Governance Committee

During 2012, the Nominating and Governance Committee reaffirmed its terms of reference. It is the responsibility of this committee, which has four independent directors, amongst other things, to:

• Develop the Company’s approach towards corporate governance, including recommendations to the Board
• Identify successors to the posts of Chair and CEO, and make appropriate recommendations to the Board
• Consider the mandates of the Board committees, the selection and rotation of committee members and Chairs, and the performance of each committee on an ongoing basis
• Evaluate the effectiveness of the Board, its committees and management, and report the findings of this evaluation to the Board itself

The committee assessed its performance and effectiveness during the period under review and was found to be functioning satisfactorily and discharging its duties. Following feedback from members, additional focus on succession planning for the Chair of the Board was undertaken.

Audit Committee

The Audit Committee has updated, formal terms of reference which are set out in the committee’s Board-approved Charter. The Board is satisfied that the committee has complied with these terms and with its legal and regulatory responsibilities as set out in the Companies Act No 71 of 2008, as amended, the King Report on Governance Principles for South Africa 2009 (King III) and the JSE Listings Requirements.

The committee consisted of five independent non-executive directors throughout the financial year and membership and attendance at meetings is set out on p62. The Board believes that the members collectively possess the knowledge and experience to exercise oversight of Gold Fields financial management, internal and external auditors, the quality of Gold Fields financial controls, the preparation and evaluation of Gold Fields financial statements and Gold Fields financial reporting.

The Board has established and maintains internal controls and procedures, which are reviewed on a regular basis. These are designed to manage the risk of business failures and to provide reasonable assurance against such failures but this is not a guarantee that such risks are eliminated.

It is the duty of this committee, among other things, to monitor and review:

• The effectiveness of the internal audit function
• Audit findings, audit reports and the appointment of external auditors
• Reports of both internal and external auditors
• Evaluation of the performance of the Chief Financial Officer
• The adequacy and effectiveness of the Company’s enterprise-wide risk management policies, processes and mitigating strategies
• The governance of information technology (IT) and the effectiveness of the Company’s information systems
• Quarterly and annual financial and operational reports, the annual financial statements and all other widely distributed documents
• The Form 20-F filing with the US Securities Exchange Commission (SEC)
• Accounting policies of the Group and proposed revisions
• Compliance with applicable legislation, requirements of appropriate regulatory authorities and the Company’s Code of Ethics
• The integrity of the integrated annual report (by ensuring that its content is reliable and recommending it to the Board for approval)
• Policies and procedures for preventing and detecting fraud

Internal and external auditors have unrestricted access to the Audit Committee, the Audit Committee Chair and the Chair of the Board, ensuring that auditors are able to maintain their independence. Both the internal and external auditors report at Audit Committee meetings. The committee also meets with both internal and external auditors separately without other invitees being present.

The committee is responsible for recommending the appointment of a firm of external auditors to the Board who in turn will recommend the appointment to the shareholders. The committee is also responsible for determining that the designated appointee has the necessary experience, qualifications and skills and that the audit fee is adequate.

The committee reviewed and assessed the independence of the external auditor, including their confirmation in writing that the criteria for independence as set out in the rules of the Independent Regulatory Board for Auditors and international bodies have been followed. The committee is satisfied that KPMG is independent of the Group. An audit fee for the period of R27.9 million (US$3.4 million) was approved, as well as R0.1 million (US$0.02 million) for tax advisory compliance services and R13.9 million (US$1.7 million) in assurance services on bonds, sustainability reporting, the unbundling of Sibanye Gold and other agreed upon services. The committee determines the nature and extent of non-audit services that the firm can provide and pre-approves all permitted non-audit assignments by the Company’s independent auditor.

The committee approved the annual audit plan presented by the external auditors and monitors progress against the plan. The audit plan forms the basis of providing the committee with the necessary assurances on risk management, the internal control environments and IT governance. The committee recommends that KPMG is reappointed for the 2013 financial year with Mr Coenie Basson as the Group audit engagement partner.

The internal control systems of the Group are monitored by internal auditors who report their findings and recommendations to the Audit Committee and to senior management. The committee determines the purpose, authority and responsibility of the internal audit function in an Internal Audit Charter. The Internal Audit function is headed by the Vice-President, Internal Audit, who can be appointed or dismissed by the Audit Committee. The committee is satisfied that the Vice-President has the requisite skills and experience and that he is supported by sufficient staff with appropriate skills and training.

Gold Fields Internal Audit (GFIA) operates in accordance with the International Standards for the Professional Practice of Internal Auditing as prescribed by the Institute of Internal Auditors (IIA). The internal audit activities carried out during the year were identified through a combination of the Gold Fields Risk Management framework and the risk-based methodologies adopted by GFIA. The committee approves the annual Internal Audit assurance plan presented by GFIA and monitors progress against the plan.

GFIA reports deficiencies to the committee every quarter together with recommended remedial actions which are then followed up. Internal Audit provided the committee with a written report which assessed the internal financial controls, IT governance and the risk management process as adequate.

The Audit Committee is responsible for IT Governance on behalf of the Board and reviews the report of the Vice-President, IT, at each meeting. During the year the Information and Technology team conducted a global ISO 27001 security standard gap analysis to determine areas of weakness which were then addressed by implementing an Information Security Management System aligned to the ISO 27001 standard.

The CFO’s expertise was evaluated by the Audit Committee. The committee is satisfied that the CFO has the appropriate expertise and experience to carry out his duties as the financial director of the Company and is supported by qualified and competent senior staff.

Audit Committee statement

Based on information from and discussions with management and external auditors, the Audit Committee has no reason to believe that there were any material breakdowns in the design and operating effectiveness of internal financial controls during the year and that the financial records can be relied upon as the basis for preparation of the annual financial statements.

The Audit Committee considered and discussed this Integrated Annual Review with both management and the external auditors. During this process, the committee:

• Evaluated significant judgements and reporting decisions
• Determined that the going concern basis of reporting is appropriate
• Evaluated the material factors and risks that could impact on the Integrated Annual Review
• Evaluated the completeness of the financial and sustainability discussion and disclosures
• Discussed the treatment of significant and unusual transactions with management and the external auditors

The Audit Committee considers that this Integrated Annual Review complies in all material respects with the statutory requirements of the various regulations governing disclosure and reporting of the annual financial statements and that the annual financial statements comply in all material respects with the Companies Act No 71 of 2008, as amended and IFRS. The Audit Committee has recommended to the Board that the annual financial statements be adopted and approved by the Board.

Remuneration Committee

It is the responsibility of this committee, amongst other things, to:

• Establish the Company’s remuneration philosophy
• Establish the terms and conditions of employment for executive directors and other senior executives (which currently includes a short-term performance-linked bonus scheme and a long-term share incentive scheme)
• Review remuneration policies on a regular basis

The notice periods of the CEO and the CFO are two years and one year respectively. The Company has a maximum exposure of two-and-a-half years’ remuneration in respect of the CEO and two years remuneration for the CFO. These limits apply when their services are terminated as a result of a takeover or a merger.

Details of Directors’ fees and equity settled instruments are contained in the Remuneration Report on p70 – 71 and on p52 of the Annual Financial Report 2012

Digging at Damang, Ghana

Safety, Health and Sustainable Development Committee

It is the responsibility of this committee, amongst other things, to assist the Board in its oversight of the Company’s environmental, health and safety programmes – as well as its socio-economic performance. In particular, this includes the monitoring of the Company’s efforts to minimise health, safety and environment-related incidents and accidents, and to ensure its compliance with relevant regulations around health, safety and the environment. All members of the committee have been selected on the basis of their considerable experience in the field of sustainable development.

The Committee assessed its performance and effectiveness during the period under review and was found to be functioning satisfactorily and discharging its duties. The Committee continues to monitor compliance by management to the Group’s policies and procedures, as well as the implementation of any recommendations made by the Committee.

Capital Projects Control and Review Committee

It is the responsibility of this committee, among other things, to:

• Satisfy the Board that the Company has used correct, efficient methodologies in evaluating and implementing capital projects in excess of R1.5 billion or US$200 million
• Ensure that adequate controls are in place to review such projects from inception to completion, and make appropriate recommendations to management and the Board

The Committee assessed its performance and effectiveness during the period under review and was found to be functioning satisfactorily and discharging its duties. The Committee continues to review the results attained on completion of each project against the authorised work undertaken.

Social and Ethics Committee

The recently established Social and Ethics Committee saw its first full year of operation over 2012 and was subject to an annual work plan to ensure it met all of its statutory requirements.

It is the responsibility of this committee, to ensure, among other things, that:

• Gold Fields discharges its statutory duties in respect of Section 72 of Companies Act No 71 of 2008 (as amended), dealing with the structure and composition of board subcommittees
• Gold Fields adequately embeds the Ten Principles on Sustainable Development of the International Council on Mining and Metals and the Ten Principles of the United Nations Global Compact
• Gold Fields upholds the goals of the Organisation of Economic Co-operation and Development (OECD) recommendations regarding corruption
• Gold Fields complies with the Employment Equity Act (as amended), the Broad-Based Black Economic Empowerment Act (as amended) and the provisions of the 2014 Mining Charter
• Gold Fields directors and staff comply with the Company’s Code of Ethics
• Gold Fields practices labour and employment policies that comply with the terms of the International Labour Organization (ILO) protocol on decent work and working conditions
• Gold Fields ensures the continued training and skills development of its employees
• Gold Fields performs its responsibilities in respect of social and ethics matters and that these policies are reviewed on an annual basis, or as required

The Social and Ethics Committee is comprised of the chairs of the Audit Committee, Remuneration Committee, the Safety, Health and Sustainable Development Committee and the Nominating and Governance Committee. Current members of the committee are Ms Wilson, Mr Pennant-Rea, Mr Murray and Ms Carolus, in their respective capacities. Mr Dañino is the Chair.

In December 2012, the Board, via the Social and Ethics Committee, commenced a thorough independent investigation concerning Gold Fields Black Economic Empowerment (BEE) transactions. The committee took this action following press reports raising questions about those transactions.

The Board engaged an independent international law firm, Paul, Weiss, Rifkind, Wharton & Garrison, LLP (Paul Weiss), with extensive experience in such matters, to undertake the investigation. The Board directed Paul Weiss to determine the facts, and to provide recommendations to the Board. The Board also asked Paul Weiss to review the Company’s relevant internal controls and to recommend any necessary improvements. The Board will report on this matter upon the conclusion of the investigation, which is being conducted with the full support of the Board and senior management.

Executive Committee

The Executive Committee (Exco) is not a committee of the Board. It is primarily responsible for the implementation of Company strategy, as well as carrying out the Board’s mandates and directives. Exco meets on a regular basis to review Company performance against set objectives and develops Company strategy and policy proposals for consideration by the Board.

ExCo also assists the Board in the execution of the Company’s disclosure obligations. A series of guidelines on disclosure have been disseminated throughout the Company. Furthermore, a disclosure coordinator has been appointed at each operation to ensure appropriate implementation throughout the Company.

Each of Gold Fields operating subsidiaries has established Board and Executive Committee structures to ensure sound corporate governance practices and standards. At least one of the Company’s executive directors serves on the Boards of the operating subsidiaries.

Members of the Executive Committee have also been identified as the prescribed officers of the Company in terms of Section 66(10) of the Companies Act No 71 of 2008 (as amended).

Members of the Executive Committee (as at 26 March 2013)

		1. Nicholas J Holland (54) Chief Executive Officer (CEO) BCom, BAcc, University of the Witwatersrand; CA(SA) Mr Holland was appointed an executive director of Gold Fields in 1998 and became CEO on 1 May 2008. Prior to that he was the Company’s CFO. Mr Holland has more than 31 years’ experience in financial management, of which 23 years were in the mining industry. Prior to joining Gold Fields, he was Financial Director and Senior Manager of Corporate Finance at Gencor. He is also an alternate director of the Rand Refinery.
		2. Paul A Schmidt (45) Chief Financial Officer (CFO) BCom, University of the Witwatersrand; BCompt (Hons), Unisa; CA(SA) Mr Schmidt was appointed CFO on 1 January 2009 and joined the Board on 6 November 2009. Prior to this, he held the positions of acting CFO from 1 May 2008 and Financial Controller from 1 April 2003. He has more than 17 years’ experience in the mining industry.
		3. Naseem A Chohan (52) Senior Vice-President: Sustainable Deve BEng (Elec), University of Limerick, Ireland Mr Chohan joined Gold Fields in September 2010 as Senior Vice-President: Sustainable Development. Mr Chohan is a qualified Electronics Engineer and spent 25 years with De Beers during which he led the development of sustainability principles for the Company. He left De Beers in 2009 when he was Group Consultant, Sustainability and ECOHS (Environment, Community, Occupational Health and Hygiene, and Safety), to start his own mining consultancy.
		4. James WD Dowsley (54) Senior Vice-President: Corporate Development BSc (Mining Engineering), University of the Witwatersrand Mr Dowsley has been General Manager of Corporate Development since March 1998, a title that changed to Senior Vice- President: Corporate Development, in 2002.
		5. Michael D Fleischer (52) Executive Vice-President: General Counsel BProc, University of the Witwatersrand; Advanced Taxation Certificate, Unisa Mr Fleischer was appointed as Executive Vice-President: General Counsel, on 1 November 2006. Prior to his appointment Mr Fleischer was a partner in the corporate services department at Webber Wentzel. Admitted as an attorney to the High Court of South Africa in 1991.
		6. Jan W Jacobsz (52) Senior Vice-President: Head of Investor Relations and Corporate Affairs BA (Political Science), University of Johannesburg Mr Jacobsz was appointed Senior Vice-President and Head of Investor Relations and Corporate Affairs, as well as a member of the Group executive committee, on 15 April 2002. In addition, Mr Jacobsz held the portfolio of Group Sustainable Development Manager from 2002 to 2005. Prior to that, Mr Jacobsz was Senior Manager: Investor Relations and Corporate Affairs, Manager of Gold Fields Group Transformation Programme, and Administrator of the Gold Fields Foundation.
		7. Ernesto Balarezo (45) Executive Vice-President: South America Region BSc (Industrial Engineering), Texas A&M University; MSc Industrial Manag Mr Balarezo was appointed as Executive Vice-President: South America, on 11 March 2013. Prior to this he was with Peruvian mining group Hochschild as VP Operations, with responsibility for the group’s silver and gold mining operations in Latin America, as well as its growth projects. He also held a number of other senior positions at Hochschild. Mr Balarezo replaced Juan-Luis Kruger who left Gold Fields after 4 years with the company.
		8. Tommy D McKeith (49) Executive Vice-President: Growth and International Projects BSc (Hons) (Geology); GDE (Mining); MBA, University of Witwatersrand Mr McKeith was appointed Executive Vice-President: Growth and International Projects, on 1 July 2011 having occupied the position of EVP: Exploration, since October 2007. Prior to rejoining Gold Fields in 2007 he was CEO of Troy Resources, NL. Between 2004 and 2006, Mr McKeith served as the Vice-President of Business Development at Gold Fields after holding various positions in mine geology, exploration and business development at the Company.
		9. Kgabo Moabelo (42) Managing Executive: South Africa BAdmin (Hons) (Industrial Psychology), Unisa; MSc (Engineering Business Management), University of Warwick Mr Moabelo was appointed as Managing Executive: South Africa, from 1 March 2013. Prior to this he was Executive Vice-President: People and Organisational Effectiveness, having joined Gold Fields as Senior Vice-President, Human Resources (HR), on 1 October 2010. Prior to joining Gold Fields, he was the HR director for Cisco Systems, and, between 2005 and 2008, HR director for Standard Bank. Between 1999 and 2005 he held various HR positions at Anglo Platinum. Until 1 January 2013 the SA operations of Gold Fields were managed by Peter Turner, Executive Vice-President: South Africa, who left to join Sibanye Gold.
		10. Tim Rowland (52) Executive Vice-President: Group Technical Services BSc (Hons) (Geology); MSc (Mineral Exploration); GDE (Mining Engineering); Pr Sci.Nat; FSAIMM; FGSSA; GASA Mr Rowland was appointed Executive Vice-President: Group Technical Services, from 1 July 2011. He has 25 years’ mining industry experience and was acting Executive Vice-President: South Africa Region from 18 October 2010. Prior to this, he was Vice-President and Head of the Gold Fields Technical Division for the South African Region. He joined Gold Fields in 2003 from Anglo American, where he had held a number of senior technical positions.
		11. Lee-Ann Samuel (35) Senior Vice-President: Human Resources BA Psychology, Political Science (Hons), University of Johannesburg; Global Remuneration Practitioner Ms Samuel was appointed Senior Vice- President, Human Resources (HR), on 1 March 2013. She was previously Vice-President, Group Remuneration and Group Benefits. She joined Gold Fields in 2009 and has 14 years’ HR experience in the mining, financial services and telecommunications sector.
		12. Peet van Schalkwyk (49) Executive Vice-President: West Africa Region BSc (Chemistry and Geology); Diploma in Industrial Relations Mr Van Schalkwyk was appointed Executive Vice-President: West Africa Region, from 19 September 2011. He has more than 25 years’ experience in the mining industry. He returned to Gold Fields after a period in Turkey, where he was General Manager of Alamos Gold Inc. Prior to this he was General Manager of both the Damang and Tarkwa mines in Ghana. Before joining Gold Fields in 2007, he was the Metallurgical Manager of the Africa Region for AngloGold Ashanti, working in Mali and Tanzania.
		13. Richard M Weston (61) Executive Vice-President: Australasia Region FAIMM; CPEng IEA; MSc (Mining Geomechanics), University of NSW; GDM; UCQ; BE (Civil), Sydney University Mr Weston was appointed Executive Vice-President: Australasia Region, on 1 May 2010. He was formerly Senior Vice-President, Operations, for Coeur d’Alene Mines Corporation, a gold and silver mining company based in Idaho, US. Before joining Coeur, he oversaw the development of Barrick Australia’s Cowal gold project and, prior to that, Rio Tinto Australia’s ERA Ranger and Jabiluka uranium mines.
		14. Karen Robinson (35) Company Secretary LLB, Advanced Certificate in Corporate and Securities Law Ms Robinson was appointed as Assistant Company Secretary on 1 November 2011 and was promoted to the Company Secretary on 1 January 2013. She was previously the Company Secretary of Aveng Limited, Kagiso Trust Investments and the Assistant Company Secretary of Murray & Roberts Limited.