Remuneration report

AngloGold Ashanti aims to be the leading gold company in the medium-term and the leading mining company in the long-term. This ambitious growth objective requires that the company’s remuneration strategies be sufficiently robust and innovative to attract people with the requisite skills on a global basis. The remuneration policy is devised to support this business strategy.

Remuneration policy

The Remuneration Policy applies to all AngloGold Ashanti operations globally and sets out policies and parameters relating to the establishment and application of employee rewards. In determining employee rewards, AngloGold Ashanti takes into consideration:

• AngloGold Ashanti’s strategy, business objectives and company values;
• overall business performance;
• the skills required and how the company attracts and retains these employees to best deliver the objectives of AngloGold Ashanti;
• the relevant labour markets within which the company operates;
• the wage differentials between the top and bottom levels of the organisation (‘wage gap’); and
• trade unions and the relationships and requirements which the company has in negotiations to ensure that all employees are fairly treated.

In order to address these considerations and to ensure that employees feel that they are equitably rewarded for their input, AngloGold Ashanti applies the following framework:

• a pay curve designed according to the applicable Stratum/grade and substratum;
• pay for performance, differentiation in pay according to an employee’s deliverables;
• internal equity; and
• market benchmarking using the AngloGold Ashanti principle of positioning guaranteed pay at the median of the applicable markets.

The policy should be followed and applied in conjunction with any local AngloGold Ashanti practices and government legislation.

1. 1.Reward components

   • Base salary

     Fixed compensation is required to attract a given set of skills, competencies and experience.

   • Short-term incentives (STI)

     Short-term incentives form a key part of total remuneration and all AngloGold Ashanti employees are eligible to participate in an annual incentive. The short-term incentive is performance-based and measured against pre-determined objectives which, depending on the level and focus of the role being performed, is derived from company, regional, operation/mine and individual performance criteria.

     Short-term incentives on the Bonus Share Plan Scheme are paid annually in cash and, for eligible employees within the plan, these are matched by the equivalent value Bonus Share Plan awards (BSP). BSP awards are the deferred element of the STI and are comprised of fully paid shares that vest 40% after one year and the balance after two years. Where BSP shares are retained for longer than three years, an additional 20% will be granted as a further retention incentive. Where tax regulations constrain the benefit of the award, partial vesting to pay taxes is permitted. In these instances, the additional 20% top-up is delivered in cash.

     In some instances, management level staff participate in production bonuses (paid quarterly or at frequent intervals). Where these bonuses are paid employees will receive the allocation of BSP shares as though they were participating in the BSP Scheme.

     This STI policy is not yet in effect at all AngloGold Ashanti locations and a number are in the process of implementing STI arrangements.

   • Long-term incentives (LTI)

     Long-term incentives are granted annually to employees in Stratum IV Mid and above, while Stratum IV Low may participate on a discretionary basis. LTI grants are comprised of fully paid shares in AngloGold Ashanti with a three-year vesting period. LTI grants are subject to business performance and approval of the Remuneration Committee of the board. LTI eligible employees are those senior level employees considered to contribute to the creation of value as reflected by share price and are intended to promote executive retention.

   • Employee benefits and allowances

     Other components of reward are detailed under a separate AngloGold Ashanti policy document. However, subject to local competitive practice and legislation, AngloGold Ashanti policy is to provide, where appropriate, through third-parties, additional elements of compensation from the following list:

   • Life assurance

     Comprising a fixed amount or a multiple of base salary.

   • Disability insurance (short- or long-term)

     Comprising an amount to partially replace lost compensation during a period of medical incapacity or disability.

   • Medical and/or dental benefits

     Providing reimbursement of supplemental or primary medical expenses including hospitalisation, family doctor or emergency room visits, prescription medication and dental expenses. Plans will include an annual limit and involve employee cost sharing to promote efficient purchasing.

   • Retirement savings

     Full or partially matched (with employee) contributions towards retirement savings.

   • Accidental death and dismemberment

     Usually comprising a schedule of fixed amounts or multiple of salary.

   • Relocation allowances

     To enable an employee and their family to relocate for business purposes from one location to another. Allowances may be oncem only or extend over a determined period of time and cover such expenses as house sale and purchase, transportation of effects, cost of living allowances, rental expenses and school fees.

     It is no longer AngloGold Ashanti practice to provide post-retirement benefits i.e. medical care and life assurance to retired employees. Existing plans have been or are in the process of being closed to new entrants or converted to employee paid plans.

2. 2.Compensation structure

   AngloGold Ashanti is in the process of transitioning the administration of compensation into pay ranges developed around the requisite-based Stratum structure and away from the previously employed Paterson job evaluation system. Currently this is complete down to Stratum IV and will progress through the organisation to all employees not covered by a collective bargaining unit or union. Where compensation administration arrangements are negotiated with employee representatives/trade unions and AngloGold Ashanti is involved with multi-employer agreements, this may only take place after the required negotiation.

   Pay ranges cover each stratum or level in the location in which jobs are situated. Each stratum is divided into an upper, middle and lower sub-stratum and a pay range is constructed for each. Determination of the stratum level into which a particular position is located, is the subject of a separate policy.

   Pay ranges represent the level of compensation paid to similar positions in the market. The median (50th percentile) of market comparators becomes the midpoint of the AngloGold Ashanti range and the minimum and maximum of the range is the lower and upper market quartile.

   An individual promoted to a particular position entering the appropriate range for that position typically receives a salary toward the minimum. Over time as they approach full competence they move toward the midpoint through annual salary awards.

   Individuals approaching the maximum of their range would usually be candidates for promotion or are considered to be exceptionally competent and performing at a consistently high level over long periods or have acutely scarce skills. Only in special circumstances of particularly scarce skills or experience shortages may an individual be compensated beyond the maximum of the range.

   Ranges are maintained in line with the target market by periodically selecting “benchmark” roles within the range and comparing these to similar positions in the target group. Benchmarking will be completed annually to ensure that AngloGold Ashanti remains aligned to the market. Internal benchmarking is also completed to ensure that there is an equitable approach to reward.

   Salary ranges simplify the maintenance of competitive compensation and provide a helpful guideline for managing individual compensation adjustments and setting total population salary budgets.

   An individual’s salary relative to the midpoint of the range for the position occupied is referred to as the compa-ratio. Aggregated compa-ratios provide an indication of the population’s overall competitiveness.

   For each pay range (i.e. each sub stratum level) a target short term incentive applies to the range. This will normally be expressed in percentage form (of base salary) with a midpoint level, a minimum and maximum. STI ranges are determined by comparison with the local market below Stratum IV with a global scale developed by the corporate compensation and benefits team applicable to Stratum V and above. In instances of global roles or scarce skills, the global scale is used to as low as Stratum III.

   For each applicable stratum (IVM and above), a target LTI grant will also apply. Target grant levels are determined by market comparison and are set by the Corporate Compensation and Benefits team. Discretionary LTI grants can be given to Stratum IVL.

   The Gini coefficient, which measures the wage gap between the top earners and the low earners, is referenced when determining the Compensation structure.

3. 3.Competitive positioning

   • Market comparison

     AngloGold Ashanti aims to compensate managerial employees in Stratum V and above, when they are fully competent in their roles, at the median of a select group of global competitors. Comparative compensation is aged to the midpoint of the year to anticipate inflationary movement that is likely to occur during the coming year.

     For Stratum V and above, where necessary, base salary comparisons are reviewed to consider purchasing power. Purchasing power is defined as that part of base salary spent on housing, goods and services and taxation (including income tax, property tax and social security). The objective is to ensure that executives in higher cost countries are compensated for the extra amounts expended on these items compared with their colleagues at the same level in other locations. In other words purchase pay parity is achieved on that part of compensation expended on shelter, food and services.

   • Compensation comparison

     Compensation at AngloGold Ashanti is compared against the selected comparator group and in the manner described above in terms of total compensation (i.e. base salary, benefits, short term incentive and long term incentive).

     Each component of compensation is then compared with the components offered by the target market group. Each component should be compared with the median of the relevant market and ranges or targets, as adjusted.

     To determine competitive positioning base salaries are compared with base salaries paid for similar positions. STI targets are compared with recently paid incentives, profit sharing or bonus payments made by the competitive market place. LTI target grants are compared with those made by the market. AngloGold Ashanti measures LTI values on a grant present value basis using the Black Scholes methodology.

4. 4.Expatriate compensation

   In addition to developing local skilled managers, AngloGold Ashanti utilises a skilled mobile workforce to service operations internationally. Mobility is becoming a scarce competency and the nature of employment and compensation is undergoing change.

   The traditional approach of protecting home location spending power while based in the host location, assuming an ultimate return to the host location, is being transitioned to a salary range administration process using a global scale for cross continent transfers and regional scales for intra-regional transfers.

   AngloGold Ashanti will continue to pay all host taxes levied on earned income and provide housing where appropriate.

5. 5.Governance

   • Budgeting compensation increases

     As part of the business planning and operational budgeting cycle, annual compensation increases are budgeted for. The budgeted amount takes into consideration the current average CPI as well as AngloGold Ashanti’s overall market competitiveness and industry trends. Approval for these increases is in line with the business planning and budget cycle.

   • Remuneration Committee

     AngloGold Ashanti’s Remuneration Committee of the board discharges the responsibilities of the Board relating to all compensation, including equity compensation, of the company’s executives. The committee establishes and administers the company’s executive remuneration with the broad objectives of:

     5.1 aligning executive remuneration with company performance and shareholder interests;

     5.2 setting remuneration standards which attract, retain and motivate a competent executive team;

     5.3 linking individual pay with operational and company performance in relation to strategic objectives; and

     5.4 evaluating compensation of executives including approval of salary, equity and incentive based awards.

   • Legislation

     The remuneration policy adheres to both AngloGold Ashanti policy and local government legislation and, where local legislation deviates from policy, the appropriate legislation is applied.

Remuneration principles

The Remuneration Committee sets and monitors executive remuneration for the company and ensures that pay practices meet all legislative and governance requirements and operates according to the following terms of reference:

• aligning executive and management remuneration with company performance and shareholder interest;
• setting remuneration standards which attract, retain and motivate a competent executive and management team;
• linking individual pay with operational and company performance in relation to strategic objectives; and
• evaluating compensation of executives including approval of salary, equity and incentive based awards.

To support them in the delivery of these objectives the Remuneration policy is designed to address each of these objectives. The following principles remain in place to support this delivery:

• to align the behaviour and performance of the executives with the strategic goals, all incentive plans have performance criteria in place that align targets to shareholder interest;
• to attract, retain and motivate executives of the requisite calibre, executive remuneration is benchmarked against a comparator group of global and South African mining and multinational companies;
• a large portion of the executives’ pay is linked to the performance of the company and the creation of shareholder value; and
• on-going evaluation of the executive pay elements led to the introduction of a cash-based retention scheme in 2008 with a three-year settlement period. This has not been renewed for the executives but rather the decision was taken to review the LTIP allocations in line with the outcomes of the market benchmarking exercises in 2011.

Through 2011 the following changes occurred to continue with the delivery of these principles:

• executive LTIP allocations were increased following the benchmarking review as follows:

  Designation	Previous maximum grant of basic salary	Increased maximum grant of basic salary
  Chief executive officer	120%	160%
  Executive directors	100%	140%
  Executive management	80%	100%

• the Remuneration Committee approved a revised Remuneration Policy that was communicated and ratified at the May 2011 annual general meeting; and
• a review was done on the existing change of control conditions and although the decision has been made to leave them in place due to the current economic environment and on-going change in the market, the Remuneration Committee requested an alignment of executive vice president notice periods to six months and change of control practices now include payment triggers and aligned terms.

The Remuneration Committee is comfortable that these principles continue to support the delivery of its objectives.

Remuneration process

How we determine remuneration

Executive remuneration is structured to be competitive in a global market where growth and a scarcity in key talent and skills are an on-going dilemma, whilst still recognising cost and shareholder value as key drivers in policy delivery. AngloGold Ashanti executives are benchmarked against an identified global group of competitors. AngloGold Ashanti’s size and complexity as well as each executive individual role and personal performance are reviewed annually against the benchmark group from a base pay, guaranteed pay and variable pay perspective. The benchmark survey for 2011 was completed by PricewaterhouseCoopers, using both benchmark data as well as data provided in remuneration reports of the identified comparator group. To ensure that the correct amount of rigour is placed on the process the Remuneration Committee went to tender for a bespoke survey for the 2012 benchmarking process and selected Global Remuneration Solutions in collaboration with Mercer for the executive pay review comparison to market.

Our salary benchmarks are targeted at the market median, however, where there is a shortage of specialist and/or key technical skills, higher than the benchmark median is paid, targeting the 75th percentile.

Annual increases for executives are effective on 1 January of each year.

Executives are remunerated on a principle of base pay plus benefits; medical coverage, retirement/pension and risk cover do however differ based on nationality, country legislation and historic offerings. All executives are members of a retirement fund.

Executive directors do not receive payment of directors fees or committee fees.

Retirement benefits/pension

Retirement benefits are granted to all executives. All new executives and employees receive retirement benefits under defined contribution plans. Legacy defined benefit plans remain in place for some executives. Contributions vary from those prescribed by the USA 401(k) defined contribution fund, to the legacy defined benefit plan.

Executive director and executive management remuneration

Executive director and executive management remuneration is made up as follows:

	Appointed with effect from	Resigned/ retired with effect from	Salary(1)	Perfor- mance related payments(2)	Pension scheme benefits	Other benefits and encashed leave(3)	Sub total	Pre-tax gain on share options exercised	Total
(R000)				2011
Executive directors
M Cutifani	Full year		12,591	8,345	2,298	4,602	27,836	–	27,836
S Venkatakrishnan	Full year		7,792	4,420	1,185	2,982	16,379	–	16,379
Total executive directors			20,383	12,765	3,483	7,584	44,215	–	44,215
Prescribed officers (4)
I Boninelli	1 Nov 2011		749	2,346	78	6	3,179	–	3,179
CE Carter	Full year		5,112	2,407	547	1,459	9,525	2,562	12,087
RN Duffy	Full year		5,168	2,434	1,070	1,609	10,281	1,246	11,527
GJ Ehm (5) (8)	Full year		4,251	2,027	604	2,369	9,251	6,042	15,293
RW Largent (8)	Full year		4,871	2,268	308	1,881	9,328	–	9,328
RL Lazare (5) (6)	Full year		5,134	4,601	1,001	4,116	14,852	7,261	22,113
MP O’Hare	1 June 2011		2,594	2,084	518	3,877	9,073	2,060	11,133
AM O’Neill (5)	Full year		11,670	4,530	955	1,096	18,251	–	18,251
ME Sanz	13 June 2011		1,687	1,428	176	767	4,058	–	4,058
TML Setiloane (7)		31 Aug 2011	2,817	1,165	304	1,426	5,712	–	5,712
YZ Simelane	Full year		3,192	1,408	605	168	5,373	5,227	10,600
Total prescribed officers			47,245	26,698	6,166	18,774	98,883	24,398	123,281
Total executive director and executive management remuneration 2011			67,628	39,463	9,649	26,358	143,098	24,398	167,496
For share options/awards granted during 2011, refer below.
(R000)				2010
Executive directors
M Cutifani	Full year		11,447	8,543	2,089	345	22,424	–	22,424
S Venkatakrishnan	Full year		7,015	4,972	1,310	2,216	15,513	–	15,513
Total executive directors			18,462	13,515	3,399	2,561	37,937	–	37,937
Prescribed officers (4)
I Boninelli	Appointed during 2011		–	–	–	–	–	–	–
CE Carter	Full year		4,625	2,563	429	1,329	8,946	–	8,946
RN Duffy	Full year		4,860	2,065	949	1,490	9,364	–	9,364
GJ Ehm	Full year		2,852	2,303	478	971	6,604	–	6,604
RW Largent	Full year		3,862	2,576	290	1,582	8,310	–	8,310
RL Lazare (5)	Full year		4,571	2,472	796	1,855	9,694	2,987	12,681
MP O’Hare	Appointed during 2011		–	–	–	–	–	–	–
AM O’Neill (5)	Full year		8,831	3,981	1,964	857	15,633	–	15,633
ME Sanz	Appointed during 2011		–	–	–	–	–	–	–
TML Setiloane (5)	Full year		3,999	1,702	420	1,182	7,303	3,328	10,631
YZ Simelane	Full year		2,984	1,451	485	26	4,946	2,841	7,787
Total prescribed officers			36,584	19,113	5,811	9,292	70,800	9,156	79,956
Total executive director and executive management remuneration 2010			55,046	32,628	9,210	11,853	108,737	9,156	117,893

Notes

Rounding of figures may result in computational discrepancies.

1. ⁽¹⁾ Salaries are disclosed only for the period from or to which office is held.
2. ⁽²⁾ In order to more accurately disclose remuneration received/receivable by executive directors and executive management, the tables above include the performance-related payments calculated on the year’s financial results.
3. ⁽³⁾ Includes health care, retention payments and personal travel. In 2005, AngloGold Ashanti altered its policy regarding the number of leave days that may be accrued. As a result surplus leave days accrued are automatically encashed.
4. ⁽⁴⁾ Pursuant to the South African Companies Act 71, of 2008 (as amended), which came into effect on 1 May 2011, companies are required to identify and disclose the remuneration, including options/awards granted in terms of the share incentive scheme, for the prescribed officers of the company.
5. ⁽⁵⁾ Pursuant to the King Report on Governance for South Africa 2009 (King III), companies are required to disclose the remuneration of the top three earners in the company.
6. ⁽⁶⁾ Performance-related payments include cash payments in lieu of shares pending retirement.
7. ⁽⁷⁾ No longer a prescribed officer with effect from 31 August 2011.
8. ⁽⁸⁾ Other benefits and encashed leave includes adjustment to performance bonus relating to the 2010 financial year.

For share options/awards granted during 2010, refer below.

Short-term incentives – Bonus Share Plan (BSP)

Each executive participates in the BSP where performance is measured and awards are granted on the basis of both company and individual performance criteria. The company performance criteria for 2011 were:

• Reserve conversion

  Mineral Resource to Ore Reserve conversion equates to an increase in Ore Reserve before the subtraction of depletion. We have targeted 5.0Moz before depletion.

• Production

  Production refers to the quantum of gold produced over the year. The targeted production for 2011 was 4,699,000oz.

• Total cash costs

  Target of $678/oz based on the following assumptions: R7.15/$, A$/$1.04, BRL1.70/$, ARS4.62/$, and a fuel price of $85/bbl.

• Adjusted headline earnings per share (AHEPS)

  AHEPS is a measure of the return that investors get from our shares. The target AHEPS for 2011 was 242 US cps.

• Safety

  Safety as an incremental driver with an impact of up to 20% multiplier on the base calculation. The safety target is to improve injuries on the previous three-year average.

The bonus paid comprises two separate parts:

• A cash bonus which may not exceed 50% of the maximum bonus allocated per level; and
• An equity bonus to the equivalent value of the cash bonus, settled by way of BSP share awards, which together with the cash bonus may not exceed the maximum bonus.

As per the table below, BSP awards vest over a two-year period with an additional 20% for holding the award for the full three-year period subject to the individual being in the employ of the company at the date of vesting.

	2009	2010	2011	2012	2013	2014	2015
2008 allocation (for performance year 2007)	40% vest	60% vest	20% top-up if 100% shares retained
2009 allocation (for performance year 2008)		40% vest	60% vest	20% top-up if 100% shares retained
2010 allocation (for performance year 2009)			40% vest	60% vest	20% top-up if 100% shares retained
2011 allocation (for performance year 2010)				40% vest	60% vest	20% top-up if 100% shares retained
2012 allocation (for performance year 2011)					40% vest	60% vest	20% top-up if 100% shares retained

In 2011, the maximum bonus achievable under the BSP (expressed as a percentage of base salary) and the company and individual performance weightings are shown in the table below. For these purposes, basic salary includes offshore payments.

Role	Targeted cash bonus as a % of salary	Maximum cash bonus as a % of salary	Total target opportunity as % (including bonus shares awarded)	Total maximum opportunity as % (including bonus shares awarded)	Company performance weighting as %	Individual performance weighting as %
Chief executive officer	40	80	80	160	70	30
Executive directors	35	70	70	140	60	40
Executive management	30	60	60	120	60	40

In respect of the 2011 performance year, the performance targets imposed on BSP awards were achieved at a level of 80.82%. The payments made to executives under the BSP are disclosed in the number of options and awards granted table below.

Cash payments equal in value to the dividends which would have been paid had actual shares been issued during the vesting period, were made when the BSP awards granted in 2008, 2009 and 2010 vested during 2011.

Long-Term Incentive Plan (LTIP)

Each executive participates in the LTIP. The objective of the LTIP is to align the interests of the company, shareholders and executive management over the medium to long term. The performance conditions for the 2011 awards are:

1. Adjusted headline earnings per share (AHEPS) (30% weighting)

   The AHEPS growth of at least 2% net of US inflation per year for three years. Partial vesting will occur at 2% growth and full vesting at 5% growth. The base year is year-end 2010.

2. Total shareholder return (TSR) (30% weighting)

   For partial vesting the company’s TSR for 2011-2013 needs to be at least equal to the third place performer in a comparator group of the following companies: Barrick, Gold Fields, Newmont and Harmony. For full vesting, the company’s performance must be placed second or better.

3. Strategic target (40% weighting)

   It was agreed that for the 2011 award, the strategic target would be divided into two parts:

   1. Safety performance (20% weighting)

      The company’s safety performance has become the primary strategic target from an operating perspective and it is essential that our performance show significant improvement. It was agreed that a 20% year-on-year improvement on the base year in the all injury frequency rate (AIFR) for the period under review, be the target for full vesting, with a minimum of 10% improvement per year for partial vesting. The base year is the previous three-year average.

   2. Reserve and resource ounce generation (20% weighting)

      It was agreed that, at the end of the period, at least 9Moz at the measured and indicated resource level, and 5Moz at the published reserve level, be generated for full vesting, with partial vesting commencing at 7Moz and 3Moz respectively. (The above figures are annual targets). The 9Moz/5Moz and 7Moz/3Moz are an annual target. i.e. it is 27(9x3)/15(5x3) and 21(7x3)/9(3x3) over the three-year vesting period.

Under the LTIP, the executive management is granted the right to receive shares in the company, subject firstly to performance conditions being achieved over the specific performance period and secondly to continued employment within the group.

The table below summarises the LTIP award time-table:

	2012	2013	2014	2015
LTIP award	Allocation date			Maximum 100% vesting based on achievement of company performance targets

The 2009 timeline results in a 2012 vesting, the LTIP 2009 allocation will vest at 70% as the performance conditions were not all fully met as per the table below:

Total awards summary	Allocation 2009 % awarded
AHEPS (target was met – AHEPS increased by 227.26% and the US CPI increased by 7.58%)	30%
TSR (AngloGold Ashanti achieved second place in the comparator group)	30%
Safety (the safety target was not met)	0%
Replacement of reserves (partial vesting as the target was only partially met)	0%
Total LTIP award percentage	70%

The value of the awards that may be granted under the LTIP as a percentage of base salary is shown in the table below. For these purposes, basic salary includes offshore payments.

Role	LTIP allocation as % of basic salary
Chief executive officer	160
Executive directors	140
Executive management	100
Vice presidents and senior management	80
Other management (discretionary)	60

The LTIP awards granted in respect of the 2011 financial year, issued in 2012 to executive management, are disclosed in the awards granted in respect of the previous year’s financial results table below.

The percentage at which LTIP awards have vested to date:

At the discretion of the Remuneration Committee, a cash payment, equal in value to the dividends which would have been paid had actual shares been issued during the vesting period, will be made to employees to whom LTIP awards were granted, to the extent that these LTIP awards vest after the performance conditions have been met.

Share incentive schemes

Details of the options and rights to subscribe for ordinary shares in the company granted to and exercised by executive directors, prescribed officers and other management on an aggregate basis during the year ended 31 December 2011 are set out in the table below:

Number of options and awards granted

	Balance at 1 January 2011	Granted during 2011	Exercised during 2011	Pre-tax gains on share options exercised (R000)	Lapsed during 2011	Balance as at 31 December 2011 (3)
Executive directors
M Cutifani	177,821	86,789	–	–	6,400	258,210
S Venkatakrishnan	117,020	47,943	–	–	3,997	160,966
	294,841	134,732	–	–	10,397	419,176
Prescribed officers (1)
I Boninelli	–	8,568	–	–	–	8,568
CE Carter	69,089	23,300	14,011	2,562	1,751	76,627
RN Duffy	75,595	21,950	10,400	1,246	1,751	85,394
GJ Ehm	53,616	18,702	21,989	6,042	1,484	48,845
RW Largent	67,229	22,730	–	–	1,628	88,331
RL Lazare (2)	72,894	–	29,279	7,261	2,042	41,573
MP O’Hare (4)	58,268	12,852	15,617	2,060	1,222	54,281
AM O’Neill	69,413	41,528	–	–	2,397	108,544
ME Sanz	–	8,406	–	–	–	8,406
TML Setiloane (5)	44,836	5,357	–	–	1,751	48,442
YZ Simelane	39,239	12,085	17,856	5,227	1,460	32,008
	550,179	175,478	109,152	24,398	15,486	601,019
Other management	2,699,736	1,196,942	780,441	229,530	157,850	2,958,387
Total share incentive scheme	3,544,756	1,507,152	889,593	253,928	183,733	3,978,582

1. ⁽¹⁾ Pursuant to the South African Companies Act 71, of 2008 (as amended), which came into effect on 1 May 2011, companies are required to identify and disclose the remuneration for the prescribed officers of the company.
2. ⁽²⁾ Cash in lieu of awards pending retirement.
3. ⁽³⁾ The latest expiry date of all options/awards granted and outstanding at 31 December 2011, is 21 February 2021.
4. ⁽⁴⁾ Mr O’Hare was appointed to the Executive Committee with effect from 1 June 2011 and as a result of this change, 58,268 options/awards, which were previously reflected in the closing balance of “Other management”, are now reflected in the opening balance of “Prescribed officers”.
5. ⁽⁵⁾ No longer a prescribed officer with effect from 31 August 2011.

No options/awards have been exercised by executive directors and prescribed officers subsequent to year-end.

Of the 3,978,582 options/awards granted and outstanding at 31 December 2011, 1,143,194 options/awards are fully vested.

Awards granted since 2005 have been granted at nil cost to participants.

Non-executive directors are not eligible to participate in the share incentive scheme.

Awards granted in respect of the previous year’s financial results:

	Total (1)	Value (R000)	Total (2)	Value (R000)	Total	Value (R000)
Issued in	2012		2011		2010
Executive directors
M Cutifani	112,183	36,724	86,789	28,941	77,694	21,824
S Venkatakrishnan	52,176	17,042	47,943	15,894	40,617	11,409
Total executive directors	164,359	53,766	134,732	44,835	118,311	33,233
Prescribed officers
I Boninelli	21,590	7,094	8,568	2,913	–	–
CE Carter	25,507	8,331	23,300	7,785	19,448	5,463
RN Duffy	27,790	9,066	21,950	7,328	20,298	5,702
GJ Ehm	22,286	7,289	18,702	6,252	16,307	4,581
RW Largent	26,083	8,510	22,730	7,594	21,685	6,091
RL Lazare	1,901	559	–	–	20,280	5,697
MP O'Hare	22,809	7,473	12,852	4,352	–	–
AM O'Neill	45,512	14,926	41,528	13,654	19,322	5,428
ME Sanz	13,387	4,399	8,406	2,400	–	–
TML Setiloane	1,263	371	5,357	1,791	16,786	4,715
YZ Simelane	13,350	4,362	12,085	4,084	8,747	2,457
Total prescribed officers	221,478	72,379	175,478	58,153	142,873	40,134
Total awards to executive management	385,837	126,145	310,210	102,988	261,184	73,367

1. ⁽¹⁾ Includes awards granted in respect of the 20% top-up for the 2009 BSP awards.
2. ⁽²⁾ Includes awards granted in respect of the 20% top-up for the 2008 BSP awards.

Service contracts

Executive director and executive management service contracts are reviewed annually. The change of control payments and conditions are subject to the following triggers:

If AngloGold Ashanti becomes a subsidiary of another company; or substantially all of the businesses, assets and undertakings of AngloGold Ashanti become owned by any person, firm or company; or a number of shareholders holding less than 35% of the company’s issued share capital act in concert to gain a majority of the board and force changes in the management of the company; and as a consequence of this the Executive Committee member’s employment is terminated as a result of an involuntary termination or the committee member’s role is significantly diminished and employment conditions are reduced.

In 2011, the notice periods and change of control clauses were aligned as per the table below:

Executive committee member	Payment in lieu of notice period	Change of control
Chief executive officer	12 months	12 months
Chief financial officer	9 months	9 months
Executive Committee members	6 months	6 months

Non-executive director remuneration

The table below details the fees and allowances paid to non-executive directors:

Non-executive director fees and allowances

All figures stated to the nearest R'000 (1)	Director fees	Committee fees	Travel allowance	Total	Director fees	Committee fees	Travel allowance	Total
		2011				2010
TT Mboweni (chairman)	1,781	412	–	2,193	887	104	–	991
RP Edey	–	–	–	–	829	218	149	1,196
TJ Motlatsi (retired 17 February 2011) (2)	162	104	–	266	629	369	–	998
FB Arisman	550	960	366	1,876	370	631	230	1,231
R Gasant	363	374	–	737	113	116	–	229
NP January-Bardill (appointed 1 October 2011) (2)	78	44	–	122	–	–	–	–
WA Nairn	328	736	–	1,064	262	426	–	688
LW Nkuhlu	363	618	–	981	262	489	–	751
F Ohene-Kena	299	309	196	804	138	110	83	331
SM Pityana	312	688	–	1,000	262	534	–	796
Total (3)	4,236	4,245	562	9,043	3,752	2,997	462	7,211

1. ⁽¹⁾ Where directors’ compensation is in dollars, the amounts reflected are the values calculated using the year-to-date average exchange rate of R7.2569:$1.
2. ⁽²⁾ Fees are disclosed only for the period from or to which, office is held.
3. ⁽³⁾ At the annual general meeting of shareholders held on 11 May 2011, shareholders approved an increase in directors’ fees with effect from 1 June 2011. Directors fees for committees may vary depending on the number of committees on which the non- executive director is a member and whether he/she is the chairman or a member of the committee.

Non-executive directors do not hold service contracts with the company. Executive directors do not receive payment of directors’ fees or committee fees.

The fees as approved by shareholders are shown below:

Non-executive director fees for six board meetings per annum

Board meetings	Fees to 31 May 2011 per annum	Fees from 1 June 2011 per annum
South African resident chairman	R1,520,300	R1,672,330
South African resident deputy chairman	R650,000	R747,500
South African resident directors	R270,000	R310,500
Non-South African resident directors who are resident in Africa	$33,750	$42,188
Non-South African resident directors who are resident in jurisdictions other than Africa	$60,000	$66,000

Allowance for attendance by non-executive directors at additional board meetings

Each non-executive director is entitled to an allowance for each board meeting attended by such director, in addition to the six scheduled board meetings per annum, as follows:

Additional board meetings	Fee to 31 May 2011 per meeting	Fee from 1 June 2011 per meeting
South African resident chairman	R78,000	R85,800
South African resident deputy chairman	R32,400	R37,260
South African resident directors	R16,000	R18,400
Non-South African resident directors who are resident in Africa	$2,000	$2,500
Non-South African resident directors who are resident in jurisdictions other than Africa	$3,000	$3,300

Travel allowance to be paid to non-executive directors who travel from outside South Africa to attend board meetings

Each non-executive director who is not in South Africa and who travels to attend board meetings is entitled to receive a travel allowance on the basis set out below. In addition to the travel allowance payable, the company will cover all accommodation and sundry costs. The travel allowance for directors outside South Africa who attend board meetings is as follows:

Additional board meetings	Fee to 31 May 2011 per meeting	Fee from 1 June 2011 per meeting
South African resident directors	Rnil	Rnil
Non-South African resident directors who are resident in Africa	$6,000	$7,500
Non-South African resident directors who are resident in jurisdictions other than Africa	$8,000	$8,800

Board committee fees payable to non-executive directors

The fee paid to each non-executive director in respect of such director’s membership of a committee of the board is as follows:

Board committee meetings	Fee to 31 May 2011 per meeting	Fee from 1 June 2011 per meeting
Audit and Corporate Governance Committee
Chairman – South African resident	R160,000	R184,000
Member – South African resident	R135,000	R155,250
Member – Non-South African resident directors who are resident in Africa	$16,875	$21,094
Member – Non-South African resident directors who are resident in jurisdictions other than Africa	$25,315	$27,847
Other committees (being Investment, Remuneration, Safety, Health and Sustainable Development, Transformation and Human Resource Development, Risk and Information Integrity and such other committees of the board as may be established from time to time)
Chairman – South African resident	R130,000	R149,500
Chairman – Non-South African resident who is resident in Africa	$16,250	$20,313
Chairman – Non-South African resident who is resident in jurisdictions other than Africa	$25,000	$27,500
Member – South African resident	R110,000	R126,500
Member – Non-South African resident who is resident in Africa	$13,750	$17,188
Member – Non-South African resident who is resident in jurisdictions other than Africa	$20,000	$22,000

Fees payable to non-executive directors in respect of their attendance at meetings of committees of the board which meet on an ad hoc basis

Each non-executive director will be entitled to an allowance for each board committee meeting attended by such director in respect of those committees which meet on an ad hoc basis, including, the Financial Analysis Committee, the Party Political Donations Committee, the Nominations Committee and any special purpose committee established by the board as follows:

Board committee and special purpose committee	Fee to 31 May 2011 per meeting	Fee from 1 June 2011 per meeting
South African resident directors	R16,200	R18,630
Non-South African residents who are resident in Africa	$2,025	$2,531
Non-South African resident directors who are resident in jurisdictions other than Africa	$3,000	$3,300