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.

Board composition

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 Ramos	Rhidwaan Gasant	Kojo Busia	Alan Ferguson	Albert Garner	Scott Lawson	Nelisiwe Magubane	Maria Richter	Jochen Tilk	Alberto Calderon	Christine Ramon
Board expertise	Collective expertise (%)
		South African	South African	Ghanaian	British	American	American	South African	AmericanPanamanian	Canadian	Colombian	South African
Board experience	91	•	•	•	•	•		•	•	•	•	•
Leadership experience	100	•	•	•	•	•	•	•	•	•	•	•
Strategy development	100	•		•	•	•	•	•	•	•	•	•
Environment, health and safety	55	•		•
Mining/engineering	36				•
Financial acumen/accounting	64	•	•		•	•			•		•	•
Corporate governance/legal	82	•	•	•	•	•		•	•	•	•
Risk management	100	•	•	•	•	•		•	•	•	•	•
Technology and innovation	36	•	•								•
Human resources/labour	45	•	•								•
Board committees	C – Committee chair
Audit and Risk			•		C			•	•	•
Social, Ethics and Sustainability		•		C			•	•		•
Remuneration and Human Resources			•		•	•			C
Nominations and Governance		C	•	•	•				•	•
Investment			•	•		•	•			C		•

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.

Executive directors

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>.

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See Governance on www.anglogoldashanti.com

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 and Human Resources	Social, Ethics and Sustainability	(10)Nominations and Governance	(11)Special Committee
Number of meetings in 2021	14	6	6	11	6	20	2
MDC Ramos(1)	14	n/a	n/a	2	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
AM Ferguson	14	6	n/a	11	n/a	19	n/a
AH Garner	14	n/a	6	11	n/a	n/a	2
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
MC Richter	14	6	n/a	11	n/a	19	n/a
JE Tilk	14	6	6	n/a	6	20	2

1. MDC Ramos stepped down from the Remuneration and Human Resources Committee on 18 February 2021.
2. Calderon was appointed to the board on 1 September 2021.
3. R Gasant was appointed to the Remuneration and Human Resources Committee on 18 February 2021.
4. SP Lawson was appointed to the board with effect from 1 December 2021.
5. NVB Magubane was appointed to the Audit and Risk Committee with effect from 4 May 2021.
6. KC Ramon had a conflict of interest in respect of the matter being discussed and therefore recused herself from one board meeting.
7. 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.
8. During 2021 the board held five scheduled meetings and nine special meetings.
9. The Remuneration and Human Resources Committee held four scheduled meetings and seven special meetings in respect of the appointment of leadership roles.
10. 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.
11. 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.

Company secretary

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

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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.