Corporate governance

Everything that we do to achieve our Vision of becoming the global leader in sustainable gold mining is informed by our Values. These are applied by our directors, as well as employees at every level within the company.

The Board of Directors takes ultimate responsibility for the company’s adherence to sound corporate governance standards and see to it that all business judgements are made with reasonable care, skill and diligence. The Board of Directors’ Charter articulates the objectives and responsibilities of the Board. 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.

Gold Fields is placing 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. This framework will assist us in our ongoing efforts to secure a long-term competitive advantage by minimising our risks before they materialise, and by capitalising on our opportunities before they pass.

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:

• Carbon and climate change management¹
• 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 strategic objectives, by helping us Optimise our operations, Grow Gold Fields, and Secure our future responsibly.

The Gold Fields Code of Ethics is informed by our Values and commits the company, its directors and employees to conducting business in an ethical and fair manner, and promoting a socially and environmentally responsible culture. The Board’s Audit Committee is tasked with ensuring the consistent application of, and adherence to, the Code of Ethics.

¹ Our Carbon Management Policy was approved by the Board in November 2010, in recognition of the greater prominence Gold Fields is placing on its climate change impacts. Climate change was previously addressed through the Environment Framework

Our Sustainable Development Framework is guided by the International Council on Mining and Metals (ICMM). This includes adherence to its 10 Principles on sustainable development, as well as the commitment of member companies to transparent public reporting, comprehensive risk management, sound corporate governance and independent, external assurance. Gold Fields also supports the principles and processes of the Extractive Industry Transparency Initiative (EITI) through its membership of the ICMM. We are committed to engaging constructively in countries that are committed to implementing the EITI.

We support the principles advocated by the World Gold Council, of which we are a member, and are also guided by the United Nations Global Compact, in which we are a participant. This includes implementation of the Ten Principles in our business activities, as well as our annual submission of a Communication on Progress (in the form of this Integrated Annual Report). Our reporting is guided by the Global Reporting Initiative (GRI) G3 Sustainability Reporting Guidelines as well as its associated Mining and Metals Sector Supplement and Reporting Guidance on HIV/AIDS. The GRI is an independent, internationally recognised sustainability reporting body.

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. In addition, all of our eligible operations are fully compliant with the requirements of the International Cyanide Management Code. We were the first mining group registered as a signatory to the Code to obtain accreditation for all eligible operations.

Our primary listing on the Johannesburg Stock Exchange (JSE) means we are subject to the JSE Listings Requirements. The JSE has included certain aspects of South Africa’s King III Report on Corporate Governance (King III) in its Listing Requirements. The Board is of the opinion that for the period under review, the company has complied with the provisions of the South African Code of Corporate Practices and Conduct as recommended in the King II Report. 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. This includes Principle 9.2, which states that “Sustainability reporting and disclosure should be integrated with the company’s financial reporting”.

We have implemented the King III principles and recommendations across Gold Fields, with the exceptions noted in.

The trading of our shares on the New York Stock Exchange (NYSE) and registration with the United States Securities and Exchange Commission (SEC) 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 listing on NASDAQ Dubai, Euronext in Brussels and the SWX Swiss Exchange means we are subject to each exchange’s disclosure requirements.

	http://www.icmm.com/
	http://www.gold.org
	http://www.unglobalcompact.org/
	http://www.cyanidecode.org/
	http://www.iodsa.co.za/
	http://www.sec.gov/
	http://www.samcode.co.za/
	http://www.jse.co.za

During C2010, Gold Fields won the following awards and recognition:

• A first time ‘Baaa3’ senior unsecured issuer rating from Moody’s, as well as a stable outlook
• The Investment Analysts Society of Southern Africa and SAMREC (IAS/SAMREC) award for the mining company that most closely followed the SAMREC Code and demonstrated industry leading compliance in its public reporting of Mineral Resources and Mineral Reserves
• Recognition for the fourth year running as a ‘best performer’ for sustainable development on the JSE Socially Responsible Investment Index
• Gold Fields La Cima has requalified for the Good Governance Index of the Lima Stock Market
• Joint first ranking in the Carbon Disclosure Project’s JSE Top 100 Carbon Disclosure Leadership Index, with a disclosure rating of 93%
• Receipt of Energy Risk magazine’s 2010 Deal of the Year award for becoming the world’s first gold mining company to contract to sell Certified Emissions Reductions to fund the Beatrix Methane project
• First place in the open pit mining category of the 13th National Mining Safety Contest of Peru, a competition organised by the Mining Safety Institute of Peru
• Global Reporting Initiative A+ compliance for our Integrated Annual Report for the six months ended 31 December 2010

The Board is the highest governing authority of the company. In terms of the Articles of Association, the number of directors shall not be less than four and not more than 15. The Board comprises 14 directors, of whom only two are executive directors and 12 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. 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 of Directors’ Charter articulates the objectives and responsibilities of the Board (see below). 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. The Board takes ultimate responsibility for the company’s adherence to sound corporate governance standards and sees to it that all business judgements are made with reasonable care, skill and diligence.

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, amongst others.

The roles of the Chair of the Board and the Chief Executive Officer (CEO) are kept separate. The former post was held by non-executive director Alan Wright until his retirement, and now by non-executive director Dr Mamphela Ramphele. Dr Ramphele assumed the position on 2 November 2010. This followed her appointment as Deputy Chair of the Board as of 1 July 2010. Executive director Nick Holland was the CEO of Gold Fields for all of C2010.

In addition to the appointment of Dr Ramphele in C2010, there were two further changes to the composition of the Board. John Hopwood – then Chair of the Audit Committee – sadly passed away on 19 March 2010. His position as Chair of the Audit Committee was assumed by Gayle Wilson. On 24 February 2011, Sello Moloko was appointed as an independent non-executive director.

The Board is required to meet at least four times a year. During C2010, it convened nine times.

	Board meetings and attendance
	Director	Date:	3/2	25/3	19/4	6/5	25/6	4/8	16/91	3/11	3/121
	Wright, AJ2									n/a5	n/a
	Holland, NJ
	Schmidt, PA
	Ansah, K
	Carolus, CA	#3							#
	Dañino, R							#
	Hill, AR
	Hopwood, JG4		n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a
	Menell, RP
	Murray, DN		#
	Ncube, DMJ								#		#
	Pennant-Rea, RL
	Ramphele, MA6	n/a	n/a	n/a	n/a	n/a
	von Christierson, CI			#
	Wilson, GM
	% Attendance	93	92	92	100	100	93	86	86	92	92

1 Meeting held via teleconference
2 AJ Wright retired from the board on 2 November 2010
3 # indicates absence with apology
4 Deceased 19 March 2010
5 n/a indicates the person was not a director at the time or was not required to attend
6 Appointed 1 July 2010

Remuneration

The remuneration of non-executive directors is recommended to the shareholders by the Board after receiving external advice. The directors’ fees must be approved by shareholders at the annual general meeting of the company for the ensuing year.

Non-executive directors only receive remuneration that is due to them as members of the Board. Directors serving as members on Board sub-committees receive additional remuneration. In addition to the remuneration paid to the members of the Board, the Directors were awarded restricted shares with a threeyear vesting period in terms of the Gold Fields Limited 2005 Nonexecutive Share Plan Scheme. On 2 November 2010, the board recommended to the shareholders that the awarding of the restricted shares under the Gold Fields Limited 2005 Non-executive Share Plan Scheme be discontinued immediately.

This was in order to comply with the JSE Listings Requirements, which became effective from 1 April 2010. Approval was subsequently received from the shareholders.

The JSE has ruled that the new requirement stating that “any director who participates in a share incentive/ option scheme will not be regarded as independent” will only become effective from 1 April 2011 and that this requirement will not be applied retrospectively. As a result, restricted shares awarded to non-executive directors before 1 April 2011 will remain valid and these directors will continue to be considered independent.

Monitoring of performance

During C2010, the Board engaged the Institute of Directors in Southern Africa to conduct an evaluation of the Board and the independence of its nonexecutive directors. The findings of the evaluation were noted by the Board at a meeting held on 3 November 2010 and further recommendations were made on how to improve the process. The Board has resolved, in line with recommendations by King III, to carry out a rigorous evaluation of the independence of directors who have served on the Board for nine years or more. The Board decided that from this year onwards the Chair will be 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.

Rotation and retirement from the Board

In accordance with the Articles of Association, one third of the 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, can recommend the eligibility of retiring directors (subject to availability and their contribution to the business) for re-appointment. A director who has served on the Board for more than three years since their last election or appointment is required under the Articles of Association to retire at the next annual general meeting.

Board of Directors’ Charter

The Board reviewed and approved the Board of Directors’ Charter to align it to the recommendations of King III. The 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, education 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

Independent non-executive directors

1. Dr Mamphela Ramphele (63)

Chair¹

MBCHB, University of Natal; PhD in Social Anthropology, University of South Africa; Diploma in Tropical Health and Hygiene and a Diploma 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 Executive Chair of Letsema Circle, a Cape Townbased specialist transformation advisory company and 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 on the Global Commission for International Migration (GCIM) between 2004 and 2005.

1 Alan J Wright retired as a director and Chair of the Board of Gold Fields on 2 November 2010

2. Kofi Ansah (66)

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).

3. Cheryl A Carolus (52)

BA Law; Bachelor of Education, University of the Western Cape

Ms Carolus was appointed a director of Gold Fields on 10 March 2009. She is Executive Chair of Peotona Group Holdings, an empowerment consortium, and also chairs the Board of South African Airways. She is a director of a number of other public and private companies, including the World Wildlife Fund. She 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.

4. Chris I von Christierson (63)

BCom, Rhodes; MA, Cambridge; OPM, Harvard

Mr von Christierson has been a director of Gold Fields since 10 May 1999. He is currently a director of Southern Prospecting (UK) and a nonexecutive director of Platmin. Formerly, he was Chair of Rio Narcea Gold Mines and Golden Shamrock Mines as well as Managing Director of East Daggafontein Mines and the Southern Prospecting group of companies.

5. Roberto Dañino (60)

Master of Law, Harvard Law School; 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 in Peru. On 1 January 2011, he was appointed executive director 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).

6. Alan R Hill (67)

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. After graduating, Mr Hill worked for a number of mining firms before joining Barrick Gold in 1984.

He spent 19 years with Barrick and played a pivotal role in its various merger and acquisition initiatives. He retired from Barrick in 2003 as its Executive Vice-President: Development.

7. Richard P Menell (55)

MA (Natural Sciences, Geology), Trinity College, Cambridge, UK; MSc (Mineral Exploration and Management), Stanford University, California

Mr Menell was appointed a director of Gold Fields on 8 October 2008. He has over 33 years’ experience in the mining industry, including service as President of the Chamber of Mines of South Africa, President and Chief Executive Officer of Teal Exploration & Mining as well as Executive Chair of Anglovaal Mining and Avgold. He is a director of Weir Group Plc and Senior Advisor to Credit Suisse. He also serves as a director of a number of unlisted companies and non-profit organisations.

8. Matthews Sello Moloko (46)

BSc (Hons) and Certificate in Education, University of Leicester, Advanced Management Programme, Wharton

Mr Moloko was appointed a director of Gold Fields on 25 February 2011. He is the executive Chair, founder and shareholder of Thesele Group and nonexecutive 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 Management until 2004. Other directorships include Sycom Property Fund and the Nelson Mandela Foundation.

9. David N Murray (66)

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 36 years’ experience in the mining industry and has been Chief Executive Officer 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 (63)

BA Economics and Political Science, Fort Hare University; Postgraduate Diploma in Labour Relations, Strathclyde University, Scotland; Graduate MSc Manpower Studies, University of Manchester, UK; Diploma in Financial Management

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 Managing Director of Vula Mining Supplies and Chair of Badimo Gas.

11. Rupert L Pennant-Rea (63)

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, The Economist Newspaper Ltd. and a director of First Quantum Minerals, Go-Ahead Group, Times Newspaper and various other companies. Previously Mr Pennant-Rea was Deputy Governor of the Bank of England.

12. Gayle M Wilson (66)

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 mining clients. She is a non-executive director of Witwatersrand Consolidated Gold Resources.

Executive directors

13. Nicholas J Holland (52)

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 Chief Financial Officer. Mr Holland has more than 30 years’ experience in financial management, of which 21 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.

14. Paul A Schmidt (43)

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 was acting CFO from 1 May 2008 and Financial Controller from 1 April 2003. He has more than 15 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 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

It is the responsibility of this committee, 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

	Membership and attendance of the Nominating and Governance Committee
	Director	Date:	2/2	5/5	3/8	2/11
	Wright, AJ					n/a1
	Ansah, K
	Dañino, R				#2
	Pennant-Rea, RL
	Ramphele, MA3		n/a	n/a
	von Christierson, CI
	% Attendance		100	100	83	100

1 n/a indicates not a member at the time
2 # indicates absence with apology
3 Appointed 1 July 2010

Audit Committee

It is the responsibility of this Committee, amongst other things, to monitor and review:

• The effectiveness of the internal audit function
• The appointment of external auditors
• Reports of both the external and internal auditors
• The effectiveness of the company’s information systems and other internal controls
• Quarterly and annual financial and operational reports, the annual financial statements and all widely distributed documents
• The Form 20-F filing with the US Securities Exchange Commission (SEC)
• Accounting policies of the Group and proposed revisions
• External audit findings, reports and fees and their approval
• 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)
• The governance of information technology (IT)
• The company’s enterprise-wide risk management policies, processes and strategies
• Policies and procedures for preventing and detecting fraud

The Board has established and maintains internal controls and procedures, which are reviewed on a regular basis. These are designed to manage, rather than eliminate, the risk of business failures – and to provide reasonable assurance against such failures.

Our internal control systems are monitored by internal auditors, who report their findings and recommendations to the Audit Committee and to senior management. The internal audit function is headed by the senior manager, internal audit – who can be appointed or dismissed by the Audit Committee. The Audit Committee determines the purpose, authority and responsibility of the internal audit function in an Internal Audit Charter.

Gold Fields Internal Audit (GFIA) is an independent assurance and consulting division designed to add value and improve the operations of the Gold Fields Group. GFIA operates in accordance with the International Standards for the Professional Practice of Internal Auditing as prescribed by the Institute of Internal Auditors (IIA). GFIA’s Quality Assurance programme has been assessed as “generally compliant” with the IIA standards, the highest rating of the degree of conformity.

	Membership and attendance of the Audit Committee
	Director	Date:	1/2	5/5	24/5	2/8	25/8	16/94	1/11	26/11
	Hopwood, JG5			n/a6	n/a	n/a	n/a	n/a	n/a	n/a
	Menell, RP							#7
	Ncube, DMJ							#
	Pennant-Rea, RL
	Wilson, GM8
	% Attendance		100	100	100	100	100	50	100	100

4 Meeting held via teleconference
5 Deceased 19 March 2010
6 Indicates not a member at the time
7 # Indicates absence with apology
8 Appointed Chair of the Audit Committee on 25 March 2010

GFIA takes a risks-based approach and bases its audit programme on the Gold Fields risk register, which is updated quarterly. This reflects the full integration of our embedded risk management process into all areas of the business. The audit plan is approved by the Audit Committee and forms the basis of providing the Committee with the necessary assurances on risk management, the internal control environments and IT governance. The Committee also monitors progress against this 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.

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

The Audit Committee pre-approves all significant, permitted non-audit functions by the company’s independent auditor.

For the period under review – the six-month period ended 31 December 2010 – the Audit Committee approved the non-audit services for tax, Black Economic Empowerment transactions, external assurance of sustainability reporting, review of borrowings and other non-audit services. In consideration for rendering these services, the company’s independent auditor was paid an amount of R1.9 million (US$0.3 million).

The Audit Committee evaluates the independence and expertise of the external auditors. The Committee was satisfied with the independence of our external auditors during the six-month period ended 31 December 2010 and found that it had the required expertise. An audit fee for the period of R20.7 million (US$2.9 million) was approved and the Committee recommended the re-appointment of KPMG.

During C2010, the Audit Committee found that:

• The Enterprise-Wide Risk Management was thorough, all significant risks had been identified and measures have been put in place to mitigate these risks
• It was not aware of any actions against the company or its subsidiaries other than those disclosed in this report
• Gold Fields system of internal controls is sufficient to reduce significant risks of financial misstatement to an acceptable level. The system is designed to manage the risks faced by Gold Fields and is not a guarantee that the risks are eliminated

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

• Evaluated significant judgements and reporting decisions
• 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
• Recommended to the Board that the annual financial statements be approved

The Audit Committee has updated formal, written terms of reference, which are set out in the Committee’s Charter and approved by the Board, and is satisfied that it has complied with these terms as well as its legal, regulatory and other responsibilities. The exception is a requirement to have at least one member who is an “Audit Committee financial expert”, as defined by the SEC.

The Financial Director’s expertise was evaluated by the Audit Committee. The Committee is satisfied that the Chief Financial Officer 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.

The Board believes that the members of the Audit Committee collectively possess the knowledge and experience to oversee and assess the performance of Gold Fields management and auditors, the quality of Gold Fields disclosure controls, the preparation and evaluation of Gold Fields financial statements and Gold Fields financial reporting. The Board also believes that the members of the Audit Committee collectively possess the understanding of Audit Committee functions necessary to execute their responsibilities expertly and diligently.

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

	Membership and attendance of the Remuneration Committee
	Director	Date:	2/2	25/3	5/5	24/6	3/8	2/11
	von Christierson, CI
	Hopwood, JG1		n/a2	n/a	n/a	n/a	n/a	n/a
	Ncube, DMJ							#3
	Ramphele, MA4	n/a	n/a	n/a	n/a	n/a	n/a
	Wright, AJ							n/a
	Wilson, GM
	% Attendance	100	100	100	100	100	100	75

1 Deceased 19 March 2010
2 n/a indicates not a member at the time
3 # indicates absence with apology
4 Appointed on 1 July 2010

The notice periods of the CEO and the CFO are six months to two years, and six months to 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 other members of the Executive Committee, including the CFO. These limits apply when their services are terminated as a result of a takeover or a merger.

Details of Directors’ fees and equitysettled instruments are contained in the Directors’ report.

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 mining related incidents and accidents, and to ensure its compliance with relevant environmental regulations. All members of the committee have been selected on the basis of their considerable experience in the field of sustainable development. At the committee meeting on 3 August 2010, Dr Ramphele and Ms Carolus were tasked with convening a safety workshop for the South Africa Region. This workshop took place on 21 October 2010.

Capital Projects Control and Review Committee

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

• Satisfy the Board that the company has used correct, efficient methodologies in 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
  
  
  
  

	Membership and attendance of the Safety, Health and Sustainable Development Committee
	Director	Date:	2/2	5/5	3/8	2/11
	Murray, DN
	Ansah, K
	Carolus, CA
	Menell, RP
	Ramphele, MA		n/a2	n/a
	Wright, AJ				n/a	n/a
	% Attendance		100	100	100	100

	Membership and attendance of the Capital Projects Control and Review Committee
	Director	Date:	1/2	5/5	2/8	1/11
	Menell, RP				#5
	Hill, AR					#
	Murray, DN
	von Christierson, CI
	Wilson, GM
	% Attendance		100	100	80	80

5 # indicates absence with apology

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, while disclosure is on the agenda of every ExCo meeting. Furthermore, a disclosure co-ordinator 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.

Nicholas J Holland (52)
(See above)

Paul A Schmidt (43)
(See above)

James WD Dowsley (52)

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. Previously he served as General Manager, New Business, and Manager of the Mineral Economics Division of Gold Fields of South Africa.

Michael D Fleischer (50)

Executive Vice-President:
General Counsel

BProc, University of the Witwatersrand. Admitted as attorney of the High Court of South Africa in 1991, 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.

Jan W Jacobsz (49)

Senior Vice-President: Investor Relations and Corporate Affairs

BA, University of Johannesburg Mr Jacobsz was appointed Senior Vice-President, Investor Relations and Corporate Affairs, in 2002. Prior to this, he held a number of portfolios at the company: Sustainable Development, Senior Manager of Investor Relations and Corporate Affairs; Manager of the Group Transformation Programme at Gold Fields of South Africa and Administrator of the Gold Fields Foundation.

Juan L Kruger (40)

Executive Vice-President: South America Region Bachelor degree in Business and Finance, Universidad del Pacifico; MBA, Harvard Business School

Mr Kruger was appointed as Executive Vice-President, South America, on 1 August 2009. He has over 15 years of broad experience in corporate finance, strategic planning and general management in various industries in South America, the last being at LAN Airlines, South America’s leading carrier. Mr Kruger joined Gold Fields in October 2007 as Senior Vice-President for the Peruvian operations to start the Cerro Corona mine.

Tommy D McKeith (47)

Executive Vice-President: Exploration and Business Development

BSc Hons (Geology) GDE (Mining), and MBA, all from the University of the Witwatersrand

Mr McKeith was appointed Executive Vice-President, Exploration and Business Development, from 1 October 2007. Prior to rejoining Gold Fields, he served as Chief Executive Officer for Troy Resources NL. He had been with Gold Fields for 18 years before then, the last two – from August 2004 until January 2006 – as Vice-President of Business Development.

Kgabo Moabelo (40)

Senior Vice President: Human Resources

B.Admin (Honours) in Industrial Psychology, UNISA; MSc in Engineering Business Management, University of Warwick

Mr Moabelo was appointed Senior Vice President: Human Resources from 1 October 2010. Prior to his appointment he was the Human Resources director for Africa and the Levant, at Cisco Systems from May 2008. Prior to Cisco Systems, he was the Human Resources Director for Standard Bank overseeing Global Personal and Business Banking, Credit and Support Services from July 2005. Mr Moabelo also worked for Anglo Platinum between 1999 and 2005.

Tim Rowland (50)

Acting Executive Vice-President: South Africa Region

BSc Hons Geology; MSc Mineral Exploration; GDE Mining Engineering; Pr.Sci.Nat.; FSAIMM; FGSSA; GASA Mr Rowland was appointed Acting Executive Vice-President, South Africa Region, from 1 December 2010 after the departure of Vishnu Pillay. At the time, he was Vice-President Technical, South Africa Region. He joined Gold Fields in 2003 from Anglo American, where he had held a number of senior technical positions.

Peter L Turner (53)

Executive Vice-President: Head of West Africa Region

NHD Vaal Triangle Technikon SA, Mechanical Engineering; South African Mine Manager’s Certificate in Competency Metalliferous

Mr Turner was appointed as Executive Vice-President, West Africa, on 1 August 2009. He has more than 34 years of experience in the mining industry. He joined Gold Fields in 2005 as Vice-President of Operations at Kloof and later Driefontein. Prior to joining Gold Fields in 2005, he was the General Manager of the Africa Region for AngloGold Ashanti.

Cain Farrel (61)

Corporate Secretary

FCIS, MBA: Southern Cross University, Australia

Mr Farrel was appointed Corporate Secretary on 1 May 2003 after serving as Senior Divisional Secretary of Anglo American Corporation of South Africa. Mr Farrel is Past President and a director of the Southern African Institute of Chartered Secretaries and Administrators.

Richard M Weston (58)

Executive Vice-President: Australasia Region

FAIMM; CPEng IEA; MSc (Mining Geomechanics), UNSW; GDM, UCQ; BE (Civil), Sydney University

Mr Weston was appointed to the position of Executive Vice-President, Australasia, 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 in the United States. 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.

Ben Zikmundovsky (61)

Executive Vice-President: Head of International Capital Projects and International Technical Services

Bachelor of Science, Mechanical Engineering, University of Technology, Prague; Diploma in Business Management

Mr Zikmundovsky was appointed as Executive Vice-President, International Capital Projects and Technical Services, on 1 August 2009. Mr Zikmundovsky has over 30 years of experience in the mining, mineral processing, construction and equipment industries worldwide.

Naseem A Chohan (50)

Senior Vice-President: Sustainable Development

BEng (Elec), University of Limerick (Ireland)

Mr Chohan was appointed Senior Vice-President: Sustainable Development from 1 September 2010. Mr Chohan ran his own mining consultancy prior to joining Gold Fields and spent 25 years with De Beers. His role during his last few years at De Beers was as Group Consultant, Sustainability and ECOHS.