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Summarised corporate governance and remuneration report

Corporate governance structure

AngloGold Ashanti has developed a governance structure that is effective in managing an entity of such geographic diversity and scale. AngloGold Ashanti is headquartered in Johannesburg and is the ultimate holding company of several subsidiaries located in South Africa and in the countries in which it operates. A number of its non-South African subsidiaries are managed by its off-shore subsidiary, AngloGold Ashanti Holdings PLC, based in the Isle of Man. Operationally, the group comprises four regions, namely, South Africa, Continental Africa, Australasia and the Americas. Each region is headed by an executive vice president and day-to-day operational matters are the responsibility of local mine management.

The governance of the company is guided by internal policies and external laws, rules, regulations and best practice guidelines as detailed in the corporate governance structure alongside. Internal policies and external legislation, regulations, codes and guidelines are detailed on the corporate website at www.anglogoldashanti.com/sustainability, under Corporate Governance and Policies.

Please refer to Annual Financial Statements 2011corporate governance for a more comprehensive report.

Board committees

The board has established and delegated specific roles and responsibilities to 10 standing committees, including the Executive Committee, to assist it in the discharge its duties and responsibilities. The terms of reference of each committee are approved by the board and reviewed annually or as necessary.

All committees, except the Executive Committee, are chaired by independent non-executive directors and the following committees comprised of non-executive directors only – Audit and Corporate Governance, Nominations, Remuneration and Financial Analysis.

All committees meet quarterly in accordance with their terms of reference, except the Party Political Donations, Nominations and Financial Analysis Committees which meet on a need-to basis. Members of the Executive Committee and other management attend meetings of the various committees as and when necessary. During 2011, all committees held the minimum number of meetings as required and discharged their duties as prescribed by their terms of reference.

The composition of each committee, the number and attendance at meetings are discussed in the Annual Financial Statements.

Remuneration

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 retain 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.

Reward components include a base salary, short-term incentives, long-term incentives and employee benefits and allowances.

AngloGold Ashanti is in the process of moving from 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 FS 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.

For further details on AngloGold Ashanti’s remuneration policy, see the Annual Financial Statements 2011Remuneration Report.

The composition of each committee, the number and attendance at meetings are discussed in the Annual Financial Statements.

Corporate governance structure at 31 December 2011