POST YEAR-END EVENTS

Changes to board of directors

  • Tito Mboweni stood down as Independent Non-executive Chairman of the board on 17 February 2014.
  • Sipho Pityana was unanimously appointed Non-executive Chairman of the board on 17 February 2014.
  • Prof LW Nkuhlu was appointed as Lead Independent Director in terms of the recommendations of King III on 17 February 2014.

Restructuring of board committees

Action plans put in place to address issues emanating from the 2013 annual performance evaluation of the board and committees included plans to improve the effectiveness of board and committee meetings and related governance processes.

In this regard, the Nominations Committee reviewed the existing structures of committees on 11 March 2014 and made recommendations for their restructuring and these were accepted by the board.

Implementation of the recommendations resulted in the number of standing committees being reduced from seven to five through consolidations of four committees into two, as detailed below. The restructuring also rationalised the number of committee membership of each board member.

The overall effect of the restructuring is expected to improve the effectiveness of committees by, among others:

  • removing existing duplication in the mandates of certain committees;
  • reduce meeting days; and
  • allow for more effective preparation for meetings by board and management.

In terms of the remuneration of board members, the new structure will allow for equity in terms of the fees payable to each board member and also to ensure that market relativity in terms of pay remains aligned with agreed benchmarks. The new structure will be implemented from 1 May 2014. The number of members per committee was also reviewed and reduced to improve committee efficiency and fee costs.

Given the mandates of the JSE Listing Requirements and King III, it was also determined that a lead independent director, whose primary responsibility shall be to provide leadership and advice to the board, without detracting from the authority of the Chairman, when the Chairman has a conflict of interest, should be appointed. King III further allows that the role of a lead independent director may be combined with that of a deputy chairman, which role the company’s Memorandum of Incorporation also permits. Consequently, AngloGold Ashanti has introduced the role of deputy chairman/lead independent director.

Change in committee names
Committee name – 2013 Committee name – 2014
Audit and Corporate Governance Audit and Risk
Risk and Information Integrity Consolidated with Audit and Risk
Safety, Health and Environment Social, Ethics and Sustainability
Social, Ethics and Transformation Consolidated with Social, Ethics and Sustainability
Investment Investment – unchanged
Remuneration and Human Resources Remuneration and Human Resources – unchanged
Nominations Nominations – unchanged