The booklet is available in these different languages:
MESSAGE FROM THE CHAIRPERSON AND CHIEF EXECUTIVE OFFICER
The Gold Fields Code of Ethics and Human Rights
Policy Statement have been endorsed by the Gold Fields
board and senior management and are binding on every
employee, officer and director of Gold Fields Limited and
on every employee, officer and director of any entity,
globally without exception, which is owned or controlled
by Gold Fields Limited. The core values articulated in the
Code and Human Rights Policy Statement are aligned
with the core values of the Gold Fields Group and
provide the firm and unshakeable foundation on which
our organisational culture is built. Nonetheless, they are
dynamic documents which are constantly evolving, as
we strive for even higher standards.
We at Gold Fields are committed to upholding and
enforcing the standards articulated in this Code and
Human Rights Policy Statement and Gold Fields will
seriously reconsider its dealings with individuals or
entities not demonstrating the same level of commitment
to organisational integrity.
If you are ever uncertain about any of the provisions
contained in this booklet, please speak to your Senior
Manager (E Band and above) or the Gold Fields Group
General Counsel to gain clarification.
Dr Mamphela A Ramphele
31 October 2011
Nicholas J Holland
Chief Executive Officer
31 October 2011
Gold Fields is committed to the conduct of its business in an
ethical and fair manner, to the promotion of a corporate culture
which is non-sectarian and apolitical and which is socially and
environmentally responsible. This is achieved by living the core
values of the Gold Fields Group being:
||If we cannot mine safely, we will not mine.
||We act responsibly and care for the
environment, each other, and all of
our stakeholders – our employees, our
communities and our shareholders.
||We act with fairness, integrity, honesty and
||We treat each other with trust, respect and
||We encourage innovation and
||We do what we say we will do.
These values are then carried through in the following principles:
- Honesty, transparency, accountability, fairness and integrity
in all business dealings;
- Having respect for the human rights and the dignity of all
- Acceptance and tolerance of diverse cultures, religions, race,
gender and sexual orientation;
- Compliance with and adherence to sound standards of
corporate governance and obeying all applicable laws,
the rules and regulations of all applicable Governmental
In pursuing these principles, Gold Fields requires its employees,
officers and directors alike to adhere to and be bound by
the Gold Fields Code of Ethics and to uphold the following
- Always behaving in a way which is beyond reproach when
representing Gold Fields and taking responsibility for these
- Committing to delivering results in a safe manner in
specific areas of responsibility and in so doing ensuring a
safer environment for all fellow employees, contractors and
communities to work in;
- Acting with integrity in all dealings with fellow officers,
directors or employees, advisors, suppliers, customers,
shareholders and other stakeholders;
- Complying with the internal Approval Framework and risk
management policies of Gold Fields as amended from time
- Recognising conflicts of interest when they arise and dealing
with them in the manner required in the Gold Fields Code of
- Not using corporate information for any purpose other
than that for which it was intended, and maintaining the
confidentiality thereof even after your tenure at Gold Fields;
- Refraining from engaging in practices or pursuing private
interests which could conflict with those of Gold Fields or
which could result in Gold Fields suffering loss or damage
as a result, other than on the basis permitted in the Code of
- Adherence to the Gold Fields Group IT Policy;
- Refraining from any behaviour or activity with criminal intent
that may result in financial loss or prejudice to the Gold Fields
Every employee, director and officer of Gold Fields accepts
that any breach of the Code of Ethics exposes him or her to the
risk of disciplinary action, which could result in the termination
of employment or office on the basis set out in the Gold Fields
disciplinary codes and procedures.
In addition, certain transgressions may also be criminal in nature
and could expose the perpetrator to criminal prosecution. Gold
Fields will not hesitate to press charges in such an event.
In accordance with its Disclosure Policy, Gold Fields is committed
to the timely disclosure of information to its shareholders and
the public which is full, fair, accurate and understandable.
Any employee who may be concerned that any disclosure has
not been complete or correct is required to ensure that his
or her concern is brought to the attention of an appropriate
member of the Gold Fields Executive Committee or the Gold
Fields Group General Counsel.
The requirements of the Sarbanes-Oxley Act of 2002, the
United States Foreign Corrupt Practices Act, and where
applicable, the Dodd-Frank Wall Street Reform and Consumer
Protection Act and the rules of all the stock exchanges on
which the shares of Gold Fields are listed must be adhered to,
including the following:
- That Gold Fields disclose in its Form 20-F, filed with the
United States Securities and Exchange Commission, the
adoption of its Code of Ethics or any amendments to this
Code for all its employees, officers and directors;
- That Gold Fields disclose promptly and publicly any waivers
of the Code by the Gold Fields Audit Committee for directors
or members of the Gold Fields Executive Committee;
- That the Code be posted on Gold Fields’ website, with
reference in the Form 20-F to the Gold Fields internet
address. Alternatively, that Gold Fields undertakes in the
Form 20-F that it will make available a copy of this Code to
any person who requests this Code.
CODE OF ETHICS
The Code of Ethics is binding on every employee, officer and
director of Gold Fields Limited and on every employee, officer
and director of any entity which is owned or controlled by Gold
Fields Limited (collectively “Gold Fields”). If you are ever unsure
of how to act or react in a particular situation, consult your
Senior Manager (an employee, to whom you report directly or
indirectly, in the E Band or above) (a “Senior Manager”) or the
Gold Fields Group General Counsel.
Senior Managers must report any material violations of the
Code of Ethics of which they become aware to the Gold Fields
Group General Counsel, who will in turn report same to the
Gold Fields Executive Committee (“Exco”) or the Gold Fields
Audit Committee (“Audit Committee”), where appropriate or
required under this Code.
The Audit Committee will, from time to time, compile rules and
regulations (“rules”) with a view to facilitating the implementation
and enforcement of the Code of Ethics in accordance with its
The various different registers as set out more fully below will
be compiled into one book which will be made available at Gold
Fields’ Corporate Office, and one book will be made available
at each of the operations (including exploration sites), in which
all declarations will be recorded and maintained. Contact your
immediate Manager at either Corporate Office or at any of the
Operations within the Gold Fields Group.
Any violations of the Code of Ethics by members of the board
of directors of Gold Fields Limited (“the Board”) or members of
Exco must be reported to and dealt with by the Audit Committee.
Unless the Code of Ethics or the rules require otherwise, you
should obtain all approvals from and make all declarations
GOLD FIELDS Code of Ethics 5
contemplated under the Code of Ethics to your immediate
Manager, which means, in relation to:
- any member of the Board and the Gold Fields Group General
Counsel, the Chairman of the Audit Committee or, in his/her
absence, the Chairman of the Board;
- the Chairman of the Audit Committee, the Chairman of the
- the Chairman of the Board, the Chairman of the Audit
- any member of the Gold Fields Group Exco, other than the
Gold Fields Group General Counsel and any member of the
Board, the Gold Fields Group General Counsel;
- employees of Gold Fields in the F Band, the member of the
Gold Fields Group Exco to whom he or she reports;
- any member of a Regional Exco, the Gold Fields Group Exco;
- any member of an Operations or Service Organisation Exco,
the Regional Exco;
- all other employees of Gold Fields, his or her Senior Manager.
Conflicts of Interest
Avoid placing yourself in a position where personal interests
may, or may appear to be, in conflict with those of Gold Fields.
A conflict between your own interests and those of Gold Fields
could arise in a number of situations including the following:
- Where you have or acquire an interest in any entity which
is not owned or controlled by Gold Fields, including, without
limitation, by being a shareholder, member or director, owner
or partner. This does not apply to investments in shares
which are listed on a registered stock exchange;
- Doing business on behalf of Gold Fields with any current or
potential supplier, advisor, customer, competitor or business
associate of Gold Fields in which you, your spouse or
immediate family member has an interest of any nature
- Accepting personal favours or any form of preferential
treatment from any current or potential supplier, advisor,
customer, competitor or business associate of Gold Fields;
- Entering into any agreement, arrangement or understanding
with any third party to the detriment of Gold Fields;
- Contracting with any third party, who is a current or
potential supplier, advisor, customer, competitor, or business
GOLD FIELDS 6 Code of Ethics
associate of Gold Fields in your private capacity or other than
as a representative of Gold Fields;
- Engaging in activities in your private capacity or other than as
a representative of Gold Fields which may impact adversely
on your ability to fulfil your obligations to Gold Fields whether
as an employee, officer or director, with integrity and in the
best interests of Gold Fields;
- When you, or one of your family members, receive improper
personal benefits as a result of your position in Gold Fields.
You are required to discuss such a situation or any relationship
which may give rise to such a situation with your Manager or
the Gold Fields Group General Counsel before taking further
Your Manager is required to keep and maintain a Conflicts
Register containing a written record of any such declared
conflicts of interest and to make this register available to the
Gold Fields Group General Counsel or Audit Committee on the
basis set out in the rules.
Prior written approval is required from your Manager for any
transaction with Gold Fields which may result in the receipt
of a direct or indirect benefit for you or your immediate family.
Details must be recorded in the Benefits Register to be
maintained by your Manager at either corporate office or at
each of the Operations within the Gold Fields Group on the
basis set out in the rules.
Apart from de minimis time devoted to community or charitable
work or the management of personal affairs, employees are
not permitted to hold a position or engage in work with an
entity external to Gold Fields without the approval of his or
her Manager. As such, you are required to declare and keep
current, through your Manager, details of any other approved
external engagements you may have, in the Register of
External Engagements to be kept and maintained by your
immediate Manager at either corporate office or at each of the
operations within the Gold Fields Group on the basis set out in
Members of the Board and of Exco are urged, where appropriate,
to take independent professional advice at Gold Fields’ cost on
any areas of concern to them in the fulfilment of their obligation
to be bound by the standards and principles contained in the
Code of Ethics.
- You are required to treat all information to which you are
or become privy to by virtue of your position in Gold Fields
including, without limitation, information pertaining to Gold Fields
which is not in the public domain, in the strictest confidence. This
obligation of confidentiality continues to bind you even after your
tenure at Gold Fields.
- Confidential information about Gold Fields, its operations and
properties may not be revealed to a supplier, advisor, customer,
competitor or other business associate of Gold Fields without
the prior authorisation of your Manager who may, in turn, require
guidance from the Gold Fields Group General Counsel.
- You will not disclose or use such information for any purpose
whatsoever other than the business purpose for which it was
disclosed to you in the fulfilment of your duties to and position
at Gold Fields.
- If you are ever uncertain as to whether or not information is
confidential or the purpose for which any information may be
used, you must seek the advice of your Manager or, ultimately,
the Gold Fields Group General Counsel.
- Subject to the provisions of the South African Promotion of
Access to Information Act 2 of 2000, and/or any other applicable
law, confidential information concerning other employees,
officers or directors should not be disclosed to any external party
without that person’s consent.
- You are not permitted to speak, lecture, or present on the affairs
of, or on matters or subjects relating to Gold Fields without the
written consent of the appropriate member of Exco. This is also
applicable once your tenure at Gold Fields has come to an end.
Facilitation payments are strictly prohibited by the Gold Fields
Group. Facilitation payments involve the payment of small sums to
government officials to obtain routine services to which Gold Fields
would otherwise be legally entitled.
Although such payments may be permitted in certain jurisdictions,
like the United States and Australia, they are not allowed by Gold
Fields under any circumstances.
The making of facilitation payments is a breach of this Code of
Ethics and may result in disciplinary action and even dismissal.
In certain jurisdictions the paying of facilitation payments could
amount to a criminal offence. If you have any doubt as to the
nature of any payment you should seek advice from your Manager
and/or the Gold Fields General Counsel.
As a general rule, Gold Fields does not make political
contributions whether in cash or in kind. If any contribution is
made it will: (i) have been approved in advance by the Gold
Fields Board of Directors; (ii) be permissible under local law;
(iii) not be made with any promise or expectation of favourable
treatment in return, and (iv) be accurately disclosed in the books
and records of Gold Fields. If you are in any doubt whether
a contribution is appropriate, consult the Gold Fields Group
General Counsel. This policy does not restrict employees from
making contributions of money or services in their individual
GIFTS AND BUSINESS COURTESIES
- You are not permitted to give or accept, directly or indirectly,
favours, gifts or business courtesies that might compromise
or be seen to compromise your professionalism or impartiality
or which may, in any way impair your ability to act or be seen
to act with integrity and in the best interests of Gold Fields.
This requirement extends to your immediate family members.
- Cash payments, discounts or vouchers, no matter how small,
must not be accepted under any circumstances from any
current or potential supplier, advisor, customer, competitor or
business associate of Gold Fields.
- You are, however, not precluded from accepting novelty or
advertising items of a nominal value (defined below), which
are widely distributed by the donor e.g. wine, calendars,
pens, diaries, ties etc. Should the value of any of the novelty
or advertising items exceed the nominal value defined below,
then approval to accept such items should be obtained from
a Gold Fields Limited Exco member.
- Details of any favour, gift or business courtesy of any nature
which are accepted by you, no matter how small, must,
promptly following receipt, be recorded in the Gift Register
to be maintained in the prescribed manner and form, by your
immediate Manager at either Corporate Office or at each of
the operations within the Gold Fields Group.
*the following amounts are deemed to be a nominal value:
- Up to R500 (South Africa);
- Up to US$60 (North America);
- Up to US$60 (South America);
- Up to AUS$100 (Australia);
- Up to US$60 (in Africa);
- Up to US$60 (South East Asia, China or any other country).
These amounts set out above may be reviewed from time to
time by the Gold Fields Group General Counsel.
ENTERTAINMENT AND HOSPITALITY
- Although Gold Fields recognises that hospitality and social
engagement plays a valuable role in the building of business
relationships, you must not provide or accept hospitality
which influences or might be seen to influence your integrity,
professionalism or judgement in relation to business decisions
- Any invitations which you accept or provide must be within the
limits of reasonableness and good taste and be consistent
with the principles espoused in this document.
- The payment or reimbursement of travel (excluding short bus
and coach travel), accommodation and/or living expenses
should be covered by Gold Fields and may not be accepted
from any current or potential supplier, advisor, customer,
competitor or business associate of Gold Fields.
- The acceptance of any invitation whatsoever of hospitality
or entertainment must be recorded in the prescribed Gift
Register. Examples would include, without limitation, meals,
attendance at sporting, social or cultural events and shows,
hunting, fishing or any other recreational trips or pursuits.
In addition, the acceptance of any invitation, hospitality or
entertainment valued at over the nominal value defined
above, requires prior written clearance from a Gold Fields
Limited Exco Member. If clearance is not forthcoming, you
are required to decline the invitation politely and explain Gold
Fields policy in this regard.
USE OF GOLD FIELDS’ SERVICES AND
- Gold Fields’ services and property which are not a service
benefit may not be used for private purposes without the prior
written approval of your Manager.
- You are required to respect Gold Fields property and to avoid
any waste or unnecessary use of such assets or resources.
- Gold Fields’ property and resources are only to be used for
the purposes intended, and not for other purposes without the
consent of your Manager.
- Employees, officers and directors are duty bound at all
times to act in the best interests of Gold Fields. As such,
GOLD FIELDS 10 Code of Ethics
employees, officers and directors may not, without the prior
written approval of their Manager, or where appropriate the
Chairman of the Audit Committee (a) themselves pursue or
exploit opportunities that present themselves as a result of
information obtained by virtue of their own position within
Gold Fields; (b) use Gold Fields’ property, information, or
position for personal gain; or (c) compete with Gold Fields.
- You are not permitted to give, offer, authorise or accept,
directly or indirectly, anything of value (such as a bribe or
kickback) for the purpose of obtaining an improper personal
or business advantage or that might create the appearance
- Bribery attempts from third parties must be communicated
to your Manager who must keep and maintain a written
record in the prescribed format of any such reports. Dealings
with the party concerned must be terminated immediately.
A bribe includes anything of value, such as cash, a cash
equivalent, a gift or other benefit or advantage, that is offered
or received to obtain an improper advantage or to encourage
the recipient of the bribe to misuse his or her position. A bribe
may be made before or after an event, such as the decision
to award a contract or licence. The mere offering of a bribe
is wrongful, even though the bribe in itself is not accepted.
- You must not use your position to give or obtain a personal
benefit or advantage of any kind whatsoever to or from a
TIME KEEPING AND LEAVE
- Laxity, dishonesty and abuse in relation to required working
hours are a breach of the Code of Ethics and may result in
- Likewise, unauthorised leave and abuse of any sick leave
privilege is a breach of the Code of Ethics and may result in
- Taking advantage of leave or overtime calculation errors or
not reporting them is regarded as a serious and dismissible
Any overpayment or payment of monies made to you or any
third party in error or to which you or any third party are not
entitled, must be reported to your Manager without delay. In
- Payment errors to employees or third parties must be reported
without delay to your Manager. These payments could be
reflected on a payslip, bank record or any other form.
- Taking advantage of payment errors or not reporting them is
regarded as a serious and dismissible offence.
- If there is difficulty in understanding payment advices, please
seek the advice of your Manager.
- If you are entrusted with authorising or implementing
payments, and are found to have wrongfully authorised or
implemented payment you will be guilty of misconduct and
could be a potentially dismissable offence.
- Aiding and abetting a payment error to an employee or third
party is a serious and potentially dismissible offence.
- Receiving any money, benefit or advantage from any person
in exchange for facilitating a payment error, likewise, is a
serious and potentially dismissible offence.
- The engagement of advisors, purchase contracts and
tender awards must be made on the basis of quality,
service, price and availability, within the parameters of
the Gold Fields policy, procedures and any applicable
requirements within legislation applicable in all
jurisdictions in the Group.
- All suppliers of goods or services must be of good
standing and integrity in order to do business with Gold
Fields and must have been vetted by the Gold Fields
Vendor Selection Committee.
- Gold Fields purchasing power may not be used for personal
gain or any related benefits. Save for arrangements
secured by Gold Fields for the benefit of employees, it
is unethical to seek or accept concessions or benefits
from suppliers, advisors, customers or other business
associates of Gold Fields for your personal benefit.
- Directors and officers or employees who work in financial
divisions, whose estates are provisionally or finally
sequestrated or who are declared provisionally or finally
insolvent, must disclose this fact to their Manager. Any
director, officer or employee who has previously been
removed from an office of trust on account of misconduct,
or who has been or is at any time in the future, convicted of
theft, fraud, forgery or an offence involving dishonesty, must
disclose this fact to his/her Manager.
- You will be accountable for all monies, cheques, documents
and property of Gold Fields which comes into your possession
in the course of your employment by or position as an officer
or director of Gold Fields.
- Payments for goods and services must only be made on
presentation of an original invoice, authorised by the relevant
supervisor, after receipt has been verified. Exceptions must
be authorised by your Manager.
- While you are encouraged to own shares in Gold Fields, any
dealings in shares or securities of Gold Fields or in shares
or securities of companies in respect of which Gold Fields
has an actual or potential material interest must be beyond
reproach and in accordance with all applicable laws and
Stock Exchange requirements.
- It is a criminal offence to deal in or to encourage or discourage
anyone else to deal in securities on the basis of material price
sensitive information gained as an insider. In addition, Gold
Fields has the right to take appropriate disciplinary action
against anyone who unlawfully does this.
- You must heed closed periods for dealing in Gold Fields
shares. These closed periods will be made known from time
to time and are to be considered binding.
- You are urged to seek independent legal advice or advice
from the Gold Fields Group General Counsel if you are ever
uncertain as to your legal obligations with regard to trading in
Gold Fields shares.
- All members of the Board, and Directors of major subsidiaries
within the Gold Fields Group must report all details of their
dealings in Gold Fields shares or the securities of companies
in which Gold Fields has a material interest in writing to the
Company Secretary by no later than close of business on
the day immediately following the transaction. This includes
dealings by spouses, minor children or by trusts or entities in
which they or any of them have a controlling interest.
- All members of Exco, employees in corporate development
and employees that have access to price sensitive and
confidential information must obtain clearance from their
Manager regarding their dealings in Gold Fields shares or
securities of companies in which Gold Fields has a material
- Neither you, nor your spouse or immediate family members
are permitted to purchase shares or securities in current
suppliers (or in anticipation of becoming a supplier),
competitors, advisors, customers nor business associates of
Gold Fields on a preferential basis unless the prior approval
of the Manager is obtained in writing.
REPORTING UNETHICAL BEHAVIOUR
- Gold Fields does not condone behaviour which is inconsistent
with the Code of Ethics. If you become aware of any such
behaviour you are required to report it to your Manager, the
Gold Fields Group General Counsel, or the Audit Committee
or to the toll free number given below. If you become aware
of behaviour by any member of the Board or Exco which
is inconsistent with the Code of Ethics, you are required to
report it to the Audit Committee. Reports of this nature can
be confidentially made by calling the toll free number given
- Gold Fields will not tolerate any form of retribution or
victimisation against those who speak out against violations
of this Code and you are urged to report any instances of
victimisation to your Manager, the Gold Fields Group General
Counsel, and the Audit Committee or on the toll free number
- Gold Fields has adopted a ZERO TOLERANCE stance
towards fraud and theft. It is incumbent on all of us to be
intolerant of fraud and to report such behaviour. Defrauding
any Gold Fields Group company will not be tolerated and
those employees found to be in violation of this policy will
be disciplined accordingly which may include dismissal and
- Any unethical or undesirable behaviour, questionable
accounting or auditing practices or violations of the Code can
also be reported to the following toll free numbers:
South Africa: 0800 00 1987.
Ghana: 0800 10987
Peru: 0800 54 760
Australia: 1800 62 3245
USA: 1 888 611 1848
To the extent that there is no particular telephone
number for the jurisdiction that you are based in, email
All calls to these numbers are made to an independent
third party with specialist knowledge and experience in
dealing with calls of this nature and, all information will be
treated as strictly confidential. The anonymity of all callers is
guaranteed. By the same token, making untrue reports with
the intention of harming another person will be regarded as a
serious and potentially dismissible occurrence.
HUMAN RIGHTS POLICY STATEMENT
Gold Fields Limited strives to ensure that every individual
within the group respects the rights and freedom enunciated
below and to secure their effective recognition and observance
throughout the group. Subject to considerations of health and
safety and within the constraints posed by the nature of its
business, Gold Fields Limited seeks to protect the right to:
- human dignity
- fair treatment (subject to considerations of affirming previously
- freedom and security of person
- not be subjected to slavery, servitude and forced labour
- freedom of conscience, religion, thought, belief and opinion
- freedom of expression (subject to considerations of
confidentiality and the prohibition of hate speech and
incitement to cause harm)
- peacefully assemble
- freedom of movement
- fair labour practices
- not be employed if you are a child
- not be arbitrarily deprived of property or possessions
- freely participate in the cultural life of their choice
- lawful, reasonable and fair action
- not be subjected to arbitrary arrest or detention
Dr Mamphela A Ramphele
31 October 2011
Nicholas J Holland
Chief Executive Officer
31 October 2011