AngloGold Ashanti’s board is guided by its commitment to ensuring that sound governance principles and practices are embedded at all levels of the Company.
These underpin value creation and the long-term sustainability of our business and are crucial to the achievement of our business objectives and delivering on our strategy. AngloGold Ashanti’s governance structures and processes demonstrate our commitment to high standards of business integrity and ethics, and are supported by our values-driven culture and Code of Business Principles and Ethics (Our Code).
Our Code is the defining document for AngloGold Ashanti’s values and ethics and, in addition to applicable laws, regulations, standards and contractual obligations, guides our business decisions in the countries in which we operate. Our Code provides a framework and sets requirements for the implementation of key corporate policies and guidelines.
In 2021, AngloGold Ashanti reviewed its application of the King IV principles – ethical culture, good performance, effective control and legitimacy – and is satisfied that the Company has adopted these principles and the recommended practices. A statement on our application of these principles is available on our website.
The board ensures AngloGold Ashanti is a responsible corporate citizen by delivering on financial performance and pursuing environment, social and governance (ESG) principles, striving to enhance the economic life of the communities in which we operate and endeavouring to protect and minimise harm to the environment.
At AngloGold Ashanti climate change is a board-level governance issue. The board recognises the impacts of climate change that could exacerbate existing mining-related risks and the effect on ecosystems, communities and employees. Given the gravity of climate change, the board has approved a new Climate Change Strategy which informed the Company’s inaugural Climate Change Report which is aligned to the recommendations of the Task Force on Climate-related Financial Disclosures.
AngloGold Ashanti is governed by a unitary board of directors, which at year-end consisted of eleven directors – nine independent non-executive directors and two executive directors. The board acts with independence and its members have the appropriate competencies and experience to execute their fiduciary duties.
The board appoints new directors on the recommendation of the Nominations and Governance Committee, which conducts rigorous credential assessments of each potential candidate. Several factors including relevant legislative requirements, best practice, the candidate’s qualifications and skills and the requirements of AngloGold Ashanti’s Directors’ Fit and Proper Standards are considered in appointing new board members. Their appointments are subject to shareholder approval at the annual general meeting following their appointment by the board.
|INDEPENDENT NON-EXECUTIVE DIRECTORS||EXECUTIVE DIRECTORS|
|Board of directors||Maria
|Board expertise||Collective expertise (%)|
|South African||South African||Ghanaian||British||American||American||South African||AmericanPanamanian||Canadian||Colombian||South African|
|Environment, health and safety||
|Technology and innovation||
|Board committees||C – Committee chair|
|Audit and Risk||•||C||•||•||•|
|Social, Ethics and Sustainability||•||C||•||•||•|
|Remuneration and Human Resources||•||•||•||C|
|Nominations and Governance||C||•||•||•||•||•|
Pursuant to our memorandum of incorporation, one-third of directors are required to retire at each annual general meeting and, if eligible and available for re-election, are put forward for re-election by shareholders. The directors due to retire at the forthcoming annual general meeting are Maria Ramos, Maria Richter and Nelisiwe Magubane. They are all eligible and have offered themselves for re-election. Alberto Calderon and Scott Lawson, who were appointed since the last annual general meeting, will be standing for election as directors of the board. See the <NOM>.
Independence of directors and conflicts of interest
In determining director independence, we are guided by King IV, the Companies Act, the JSE Listings Requirements, the NYSE independence rules and our internal policy on independence, as well as by best practice. For 2021, all non-executive directors were assessed as being independent in terms of mind, character and judgement.
Directors are required to declare their interests annually and to disclose any conflicts of interest, and when they arise, to determine the extent to which the conflict may impact the performance of their duties at AngloGold Ashanti. Once a conflict has been disclosed, it is managed appropriately by the board. A Declaration of Interest form is maintained by the company secretary and any new interest or potential conflict is declared at each meeting.
AngloGold Ashanti recognises the benefits of promoting broader diversity at board level, including diversity of gender, race and ethnicity, culture, age, field of knowledge, skills and experience, and geography. These attributes are considered in determining the optimal composition of the board as well as succession planning, and when possible will be balanced appropriately for the board to be effective as a whole.
For AngloGold Ashanti to leverage the benefits of a globally diverse board, the board introduced a racial diversity target of 50% black representation (including African, Indian, Coloured and other foreign black nationals) on the board. In addition, to promote gender diversity, a target of at least 40% female board members was established.
In 2021, female representation on the board declined from 44% (2020) to 36% and black representation and historically disadvantaged individuals (HDIs) declined from 44% (2020) to 36%. The board recognises that much remains to be done to reach its diversity targets.
Directors’ dealings in shares and closed periods
In accordance with statutory and regulatory requirements, directors, prescribed officers and any restricted employees may not deal directly or indirectly in the securities of the Company during specific closed or prohibited periods. All directors and the company secretary require prior approval from the Chairperson to deal in the Company’s securities.
The Chairperson of the board must obtain written approval from the lead independent director, or in his/her absence, the chairperson of the Audit and Risk Committee. The company secretary retains a record of all such share dealings. For prescribed officers written approval must be obtained from the Chief Executive Officer (CEO) before dealing in AngloGold Ashanti securities.
Directors’ time commitments and external appointments
The board appreciates the benefits that wider boardroom exposure provides for directors. However, the number of external appointments undertaken by a director is monitored to ensure that adequate time is committed to AngloGold Ashanti, and the effective discharge of the director’s duties and responsibilities, as well as to align with shareholder advisory companies’ guidelines on overboarding. When making new appointments the board takes account of other demands on a potential director’s time and, prior to appointment, significant commitments are required to be disclosed with an indication of the time involved.
For existing directors, additional external appointments must not be undertaken without prior approval of the Chairperson of the board to ensure that directors have sufficient time to dedicate to the affairs of the Company. Additional directorships for the Chairperson are subject to approval by the lead independent director.
Details of the directors’ external appointments can be found under Leadership – board profile.
Non-executive directors’ minimum shareholding requirements
The board recently approved a minimum shareholding policy for non-executive directors, in order to strengthen the alignment between the interests of non-executive directors and those of AngloGold Ashanti’s shareholders and to ensure long-term sustainable decision making.
Non-executive directors are required to acquire and hold a minimum shareholding in AngloGold Ashanti shares, equivalent to 150% of their annual base fee within 4 years of the effective date of the policy, namely February 2022, for existing non-executive directors, and from the effective date of appointment for new non-executive directors. However, a non-executive director may not hold shares in AngloGold Ashanti which are material to his/her personal wealth, as this may adversely impact the non-executive director’s independence.
Alberto Calderon was appointed as CEO with effect from 1 September 2021, at which point Christine Ramon, who had been the Interim CEO from 1 September 2020, resumed her role as chief financial officer (CFO) and Ian Kramer, the Interim CFO, resumed his role as Senior Vice President: Group Finance.
The Company has subsequently announced that Christine Ramon has elected to take early retirement from her role as CFO at the end of June 2022. A process to identify a new CFO has commenced, with a view to enabling a smooth transition to a successor.
As required by the JSE Listings Requirements, the Audit and Risk Committee annually considers and expresses its satisfaction at the level of expertise and experience of the CFO. The Audit and Risk Committee concluded that Christine Ramon, together with other members of the financial management team, had the appropriate expertise and experience to manage the Group’s financial affairs during 2021, as detailed in the CFO’s review and Audit and Risk Committee chairperson’s report, which are included in the <AFS>.
Board and committee structure and delegation of authority
AngloGold Ashanti board
The overriding role of the board is to ensure the long-term sustainability and success of the business, for the mutual benefit of all stakeholders. Its overall role is one of strategic leadership. This includes the setting, monitoring and review of strategic targets and objectives, the approval of capital expenditure, acquisitions and disposals, and oversight of governance, internal controls and risk management. The board is supported by five committees to which it delegates certain functions without abdicating any of its own responsibilities. This process of formal delegation involves documented and approved terms of reference, which are reviewed annually, or more often when required.
Audit and Risk Committee
- Oversees the integrity of our financial reporting, the existence of proper internal controls, the integrity of the <IR> and <AFS>, and of our risk management processes
- Assesses AngloGold Ashanti’s continuing Assesses AngloGold Ashanti’s continuing ability to operate as a going concern, assists the board with oversight of IT governance, risk management and the Group ethics and regulatory compliance programme
- Ensures the Company has qualified independent external auditors and internal auditors
More detailed information on the committee’s
achievements is available in the <AFS>
Social, Ethics and Sustainability
- Key responsibility is to assist the board in monitoring matters relating to safety, health, the environment and ethical conduct, and to ensure that AngloGold Ashanti develops and behaves as a responsible corporate citizen
- Ensures that our sustainability strategy positions AngloGold Ashanti as a leader in mining and that sustainability objectives are effectively integrated into the business
- Oversees the integrity of and approves the <SR>
More information on the work done during the year by the committee is available in the <SR>
Remuneration and Human Resources Committee
- Assists the board in ensuring that AngloGold Ashanti remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long termAssists the board in ensuring that AngloGold Ashanti remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term
- Reviews, oversees and, where appropriate, approves human resources group policies and strategies aimed at creating and sustaining the technical and managerial excellence required to support the attainment of the Company’s global objectives and achieve a globally competitive workforce
More information on the achievements of the committee is available in the Remuneration and Human Resources Committee chairperson’s report
Nominations and Governance
- Assists the board in the implementation of programmes to ensure that the board’s composition and size is appropriate at all times, oversees the annual evaluation of the board and its committees, as well as the independence assessment and qualification and competence of the company secretary
- Considers the extent to which the general corporate governance mechanisms and frameworks of the Company are appropriate and effective, and makes appropriate recommendations to the board
- Develops processes to identify, assess and recommend board candidates for appointment as executive and non-executive directors, including the Chairperson and CEO, as well as the company secretary, and at the same time considers succession planning for the board
- Assesses individual capital projects and investment and divestment opportunities to ensure that they are in accordance with AngloGold Ashanti’s primary mission to create sustained shareholder value in the long term
- Ensures that project and investment evaluation guidelines, including appropriate strategic, operational, financial, technical and sustainability guidelines and other procedures for the allocation of capital, are consistently and properly applied
- Oversees the integrity of and approves the <R&R>
The latest approved board charter and committees’ terms of references, containing detailed information regarding their respective responsibilities and mandates, are available at www.anglogoldashanti.com
As CEO, Alberto Calderon is responsible for the execution of AngloGold Ashanti’s strategy and reports to the board. He chairs the executive committee that is responsible for the day-to-day management of the Group’s affairs. The committee’s work is supported by country and regional management teams as well as by Group corporate functions.
Board and committee meeting attendance
Directors’ attendance at board and committee meetings during 2021 was as follows:
|(8)Board||Audit and Risk||Investment||(9)Remuneration
|Number of meetings in 2021||14||6||6||11||6||20||2|
|KOF Busia (7)||13||n/a||6||n/a||6||19||n/a|
|A Calderon (2)||5||n/a||n/a||n/a||n/a||n/a||n/a|
|R Gasant (3) (7)||13||5||5||8||n/a||20||2|
|SP Lawson (4)||0||n/a||1||n/a||0||n/a||n/a|
|NVB Magubane (5)||14||3||n/a||n/a||6||n/a||n/a|
|KC Ramon (6)||13||n/a||6||n/a||n/a||n/a||n/a|
- MDC Ramos stepped down from the Remuneration and Human Resources Committee on 18 February 2021.
- Calderon was appointed to the board on 1 September 2021.
- R Gasant was appointed to the Remuneration and Human Resources Committee on 18 February 2021.
- SP Lawson was appointed to the board with effect from 1 December 2021.
- NVB Magubane was appointed to the Audit and Risk Committee with effect from 4 May 2021.
- KC Ramon had a conflict of interest in respect of the matter being discussed and therefore recused herself from one board meeting.
- A number of special board meetings were held during the year, impacting the ability of our directors to attend all meetings. All directors who were unable to attend received accompanying material and had opportunities to provide comment.
- During 2021 the board held five scheduled meetings and nine special meetings.
- The Remuneration and Human Resources Committee held four scheduled meetings and seven special meetings in respect of the appointment of leadership roles.
- During 2021 the Nominations and Governance Committee held four scheduled meetings and 16 special meetings in respect of the recruitment of a CEO and non-executive director.
- The Special Committee was established in 2020 to provide oversight for various aspects of the Company’s strategy.
Board and committee performance evaluations
Unless determined otherwise by the board, an evaluation of the board, its committees, the Chairperson and individual directors shall be carried out at least every two years, and every alternate year, an opportunity is provided for consideration, reflection and discussion by the board of its performance and that of its committees, the chairperson and its members.
The evaluation of the performance and effectiveness of the board and its committees was internally assessed for the 2021 year.
The evaluation indicated a pleasing improvement in the overall effectiveness of the board from 76% in 2020 to 81% in 2021, illustrating a high degree of alignment between governance structures and best practice. Of the areas evaluated, the strongest performance was found in the board’s responsibility for the governance of ethics and establishment of an ethical culture within AngloGold Ashanti. Importantly, members of the board, individually and collectively, are considered to cultivate and exhibit, integrity, competence, responsibility, accountability, fairness and transparency in their conduct.
The board’s arrangements for delegation within its governance structures positively promotes independent judgement and assists with the balance of power and the effective discharge of the board’s duties. In addition, the board effectively ensures that the Company remunerates employees fairly, responsibly and transparently so as to promote the achievement of strategic objectives. The evaluation also revealed that the board has a profound appreciation of the requirement for a stakeholder-inclusive approach that balances the needs, interests and expectations of stakeholders.
Areas observed as requiring further attention included the continuous oversight of the advancement of strategic and operational performance, and while recent appointments have further facilitated the board’s effectiveness, consideration should continue to be given to the enhancement of skills and experience on the board.
Subsequent to considering the results of the evaluation, the board introduced action plans to address areas that require further attention.
The company secretary is responsible for developing, implementing and maintaining effective processes and procedures to support the board and its committees in the discharge of their duties and responsibilities. The company secretary advises the board and individual directors on their fiduciary duties and on corporate governance requirements and best practices.
The former Group company secretary, Lucy Mokoka, resigned from the Group with effect from 31 December 2021 and the board appointed Leeanne Goliath as Group company secretary with effect from 1 January 2022. Leeanne has experience as a company secretary and in corporate governance and securities and exchange regulatory requirements applicable in South Africa and other jurisdictions, gained during her tenure working in regulated and listed companies. Leeanne holds BCom and MBA degrees as well as certificates for the Management Advanced Programme and in Advanced Company Law. The board is of the view that Leeanne has the necessary expertise and experience to act in this role, in accordance with the JSE Listings Requirements.
Other governance practices
Legal, ethical and regulatory compliance
The Group’s geographical spread makes its legal and regulatory environment diverse and complex. The board has oversight for ensuring that the Company complies with applicable laws and regulations, codes and standards, and has delegated this responsibility to the Audit and Risk Committee. Group Compliance plays an essential role in the management of designing and implementing appropriate compliance policies and procedures.
During 2021, Group Compliance continued with activities aimed at enhancing the Company’s governance. Key among these activities were:
- Ongoing anti-bribery and anti-corruption induction training to all new employees. The training covers anti-bribery and anticorruption, payments to government officials, gifts, hospitality and sponsorships, engagement of agents and intermediaries, conflicts of interest, reporting wrongdoing, and political donations and activities
- Tracking and monitoring compliance with laws and regulations, including self-certification processes and legal registers, by country
- AngloGold Ashanti continued to have a robust whistleblowing platform, administered by a third-party, to which all employees, directors, officers and external parties have access via hotlines, email and web facilities. Reporting is anonymous unless the reporter specifically nominates to disclose his or her identity. All concerns are carefully investigated, and feedback is provided through the third-party service partner to the person raising the concern. Whistleblowing results are communicated quarterly to the Audit and Risk Committee as well as the Social, Ethics and Sustainability Committee and to the Serious Concerns Committee, a management committee. Whistleblowing plays a key role in giving credence to the board’s commitment to ethical leadership and responsible corporate citizenship
- Continued development of a compliance programme aligned with “best practice” principles identified by, among others, bodies responsible for the prosecution of violations of key extraterritorial legislation such as the US Foreign Corrupt Practices Act, and that are adaptable at an operational level to enhance the effectiveness of the compliance framework
- Continued embedding of our responsible sourcing programme to align suppliers with our business ethics and values. Our supplier Code of Conduct encourages all our suppliers, including contractors, to align their businesses with our internal policies and codes of ethical behaviour, particularly on human rights practices, labour relations and employment practices, the environment, our anti-bribery and corruption policies, and safety procedures, policies and standards. Our approach with suppliers involves ensuring responsible environmental, social and governance practices are carried out by those we associate and/ or do business with. Suppliers are assessed on their governance conduct in addition to their socio-economic behaviour
- Regular assessment of the automated registers for gifts, hospitality and sponsorship and conflicts of interest
- Business unit assessments for risks related to bribery and corruption, including virtual assessments as part of our combined assurance audit programme
External and internal standards and regulations
AngloGold Ashanti complies with legislative and regulatory requirements, including several external and voluntary industry and international standards and recommendations that are relevant to the business.
AngloGold Ashanti is a member of, and a signatory to, the:
- International Council on Mining and Metals (ICMM)
- Principles of the United Nations Global Compact (UNGC)
- Extractive Industries Transparency Initiative (EITI)
- United Nations Guiding Principles on Business and Human Rights
- Voluntary Principles on Security and Human Rights (VPSHR)
- World Gold Council’s Conflict-Free Gold Standard and Responsible Gold Mining Principles
- International Cyanide Management Code
- Responsible Gold Mining Principles
- Sustainability Accounting Standard Board
We are committed to complying with the following standards:
- Universal Declaration on Human Rights
- International Bill of Human Rights
In addition, we have Group policies and charters to which we adhere. Increasingly, customers and consumers want assurance that the gold they are purchasing has not contributed to conflict or human rights abuse. This has resulted in several measures being introduced by industry-related organisations of which we are part, to prevent gold and other commodities from being used to fund conflict and other violations of human rights.
In view of the growing climate crisis, AngloGold Ashanti has issued its inaugural Climate Change Report in line with the guidelines and recommendations of the Task Force on Climate-related Financial Disclosures, reflecting its commitment to mitigating current and future climate risks.
By virtue of its securities being registered with the United States Securities and Exchange Commission (SEC), AngloGold Ashanti is also subject to the various securities laws applicable in the United States. This is in addition to being subject to the various listing requirements applicable for all the stock exchanges on which the Company’s shares or depositary receipts are listed. These are the Johannesburg, New York, Ghana and Australian stock exchanges.
Governance of supply chain management and procurement policies
Effective supply chain management, undertaken with integrity and in line with our values and governance principles, adds value to our business, by improving efficiency, relationships and reputation, ultimately, impacting our long-term sustainability. As a global company, responsible management of our supply chain is an increasingly important ethical and human rights consideration.
Responsible supply chain management has the potential to add value to communities, local governments and society as a whole, particularly in developing countries. We have adopted a crossfunctional approach to supply chain management to ensure best practice, which includes complying with international human rights and labour standards and the economic participation of local stakeholders.
Tax strategy and tax management policy
Our tax strategy, which is aligned with our business strategy and its objectives, is to manage all our global tax obligations in a transparent, responsible and sustainable manner, within the governance framework established by our Tax Management Policy while respecting the differing interests of all our stakeholders.
The principles governing the Group’s tax strategy and policy are reviewed and approved by the board which, through the Audit and Risk Committee, monitors adherence to the policy.
We recognise that AngloGold Ashanti must earn and maintain its social licence to operate in partnership with government and community stakeholders, thus contributing towards our sustainable future in the countries where we operate. Aligned with our vision, mission and values, we acknowledge our obligations as a responsible corporate citizen and that our operations contribute material tax revenues, in terms of both taxes borne and taxes collected, to the economies of the countries in which we conduct our business.
As a member of the EITI, a global standard to promote open and accountable management of natural resources, AngloGold Ashanti is committed to reporting the amounts paid to governments in respect of our operations in those countries that have implemented the standard.
Our tax policy governs the management of tax throughout AngloGold Ashanti and confirms the defined parameters within which the board-approved tax strategy is applied.
The tax governance framework employs a combination of suitably skilled resources and internal processes, together with internal and external controls.
Our approach to transparency and tax
Our approach to tax is underpinned by the AngloGold Ashanti values, which include accountability for our actions and delivering on our commitments. We also value the communities and societies in which we operate and want them to be better off for AngloGold Ashanti having been there.
The principles set out below govern our global approach to tax:
- Compliance: We respect and comply with the legal framework of the countries in which we operate, meeting all our tax obligations on time. We comply with local and global rules with respect to transfer pricing and cross-border transactions.
- Corporate citizenship: We engage with tax authorities in the countries in which we operate in an open and fair manner. We support sustainable relationships in dealing with global tax authorities. We communicate with tax authorities to resolve uncertainties as soon as practical.
- Transparency in our dealings with governments: We are transparent with regard to the taxes paid to governments as we believe that this allows our stakeholders to understand the contribution which we make and the integrity of our tax systems.
- Risk management and governance: We are committed to strong governance. We identify, investigate, assess and report tax risks in terms of our global audit and risk framework. On a quarterly basis, we report on tax risks and uncertainties to the Audit and Risk Committee.
- Business rationale: We undertake our transactions against a test of their commercial rationale. We seek to manage our tax affairs in a manner that contributes to sustainable business performance and long-term shareholder value. Accordingly, we do not engage in aggressive tax planning.
- We advocate fair tax treatment: We engage in the tax reform processes of international tax rules and local tax rules in the jurisdictions in which we operate. This supports the principle that tax systems should be fair, certain, efficient and competitive in order to support growth, jobs and long-term sustainable tax contributions.