Overview of the Remuneration policy

The AngloGold Ashanti strategic values and objectives are key when defining our remuneration policy. When setting the remuneration policy, the committee ensures that the key principles that define the CEO remuneration are the same as those that apply to the Executive Committee and all other employees. In the same way, the performance measures used to determine the variable pay outcomes for the CEO and all other employees are linked to our strategic objectives and focused on delivering on both internal and external stakeholder priorities.

AngloGold Ashanti and the board are committed to good governance and consistently engage with their stakeholders to ensure that this level of governance is upheld and translated into a framework that primarily aims to attract, motivate and retain a skilled workforce through fair, responsible, transparent and competitive remuneration.

Each year we focus on improving our remuneration approach and 2021 was no different with a full review of our remuneration and human resource policies to ensure that the practices and principles continue to support the strategic values and objectives. In 2021 we focused on the following policy issues which will be detailed in the section below:

  • Further commitment to our key principles of remuneration which remain unchanged
  • An update to the malus and clawback provisions
  • A review of the DSP and the metrics driving the incentive calculations
  • An ongoing focus on fair and responsible remuneration and the steps taken to ensure that we continue to address this
  • Further review of our objectives in terms of the MSR

Key principles of our remuneration policy

To support AngloGold Ashanti’s remuneration approach, the remuneration policy is based on the following key principles:

  • Alignment with strategic objectives and shareholder interests
  • Remunerate to motivate and reward the right behaviour and performance of employees and executives
  • Ensure that performance metrics are challenging, substantial and cover all aspects of the business including both financial and non-financial drivers and do not reward excessive risk taking
  • Ensure that the remuneration of executive management is fair, responsible and transparent in the context of overall employee remuneration in the organisation
  • Promote an ethical culture and responsible corporate citizenship
  • Ensure that the remuneration structure is aligned to AngloGold Ashanti’s values and that the correct governance frameworks are applied across remuneration decisions and practices
  • Apply the appropriate global remuneration benchmarks
  • Provide competitive rewards to attract, motivate and retain highly skilled executives and staff vital to the success of the organisation
  • The use of performance measures which support positive outcomes across the economic, social and environmental context in which AngloGold Ashanti operates

Remuneration design

When determining appropriate remuneration, the committee considers:

Remuneration practices are designed to be fair, responsible, transparent and compliant with applicable legislation.

Fair and responsible pay

Fair and responsible pay are ethical values that AngloGold
Fair and responsible pay are ethical values that AngloGold Ashanti strives to uphold. AngloGold Ashanti aims to ensure that the business meets short-term objectives while creating shared and sustainable value over the long term, within the economic, social and environmental context in which it operates. The remuneration framework, aligned to King IV and global best practice principles, emphasises the importance of fair, responsible and transparent pay.

The policy, which necessarily evolves along with a dynamic market and operating landscape, currently reflects the principles of fair and responsible pay as follows:

We aim to apply a fair approach to remuneration by:
  • Taking an impartial view on pay
  • Doing away with pay differentials that cannot be explained or justified
  • Ensuring that pay parity is achieved across groups and eliminating discrimination
  • Identifying and addressing unfair practices
We remunerate responsibly by:
  • Enforcing the approved, appropriate delegation of authority on all aspects of remuneration
  • Having independent remuneration consultants providing advice and oversight
  • Using external market benchmarks
  • Ensuring that correct behaviours are rewarded and inappropriate behaviour is discouraged

Variable pay

Fair pay
  • Variable pay is directly correlated to the achievement of measures linked to the Company scorecard
  • Equity is considered and implemented which ensures that the long-term interests of shareholders are aligned with those of executive directors and executive management
  • Metrics include both individual and Company performance measures and financial and non-financial drivers
Responsible pay
  • Variable pay metrics are linked to the creation of value over a mix of short-, mid- and long-term periods
  • The metrics of our DSP incentive scheme are reviewed annually and approved by the committee ensuring that the performance targets remain relevant and appropriate
  • The approved metrics are reported in the annual report
  • The metrics are designed to motivate and reward the right behaviour and performance of employees and executive management team
  • Ensure that performance metrics are challenging, sustainable and cover all aspects of the business including both critical financial and non-financial drivers
  • Metrics include safety, environmental, social, governance and people metrics (including gender and diversity)
  • The DSP contains triggers for both malus and clawback
  • All Executive Committee members are subject to a minimum shareholding requirement and post-employment holding period which will be effective 1 January 2022

Remuneration and pay differentials

Fair pay
  • Only pay differentials that can be explained and justified are allowed
  • Strive to achieve pay parity across the groups and levels within the organisation
  • All employees receive a minimum level of remuneration that enables participation in the economy. To achieve this, AngloGold Ashanti ensures that all employees are paid at least 25% above the respective regional minimum wage, and in most instances much higher than this
  • Strive to ensure that CEO and executive remuneration is fair and responsible in the context of overall employee remuneration
  • The difference in pay between job levels is justified in the context of the level of responsibility of the job, complexity of the job, and the consequence and impact. Relevant metrics are used to ensure that the income dispersion between high- and low-income earners is not outside market norms
Responsible pay
  • Ensure that the remuneration structure is aligned to the organisation’s values and that the correct governance frameworks are applied across remuneration decisions and practices
  • All executive management remuneration is subject to approval by the committee
  • Benchmarking exercises are conducted on an annual basis in each region to ensure that all employees are paid a market related salary for the role which they occupy, with due consideration to levels of performance
  • Decisions on remuneration are scrutinised to ensure that they are:
    • impartial and non-discriminatory
    • rational and objective
    • aligned with local legislation
  • Pay differentials are tracked using market norms and metrics to measure income dispersion
  • Appropriate global remuneration benchmarks are used; Mercer is used for executive and senior management teams and locally available reputable surveys are used for middle-management and below

Key internal stakeholders

Responsible pay
  • Other board committees, which include the Audit and Risk, Social, Ethics and Sustainability, Investment, and Nominations committees, give input on remuneration matters including but not limited to pay parity, DSP metrics and scarce skills initiatives
  • The Serious Concerns Committee, comprising members of the Executive Committee supports remuneration governance by reviewing ethical concerns which could have an impact on remuneration

Wage differential

On an annual basis, PwC calculates the wage differential which is the annual total compensation of the CEO against the median of the annual total compensation of AngloGold Ashanti’s employees. For 2021 the calculation was done using the acting CEO, Christine Ramon’s total annualised compensation as she was in the role for the majority of the year. The wage differential for the CEO’s total reward was approximately 80 times the median of all employees in AngloGold Ashanti, compared to 177 times in 2020. Additionally, to provide a meaningful comparison in 2021, an annualised wage differential using the target earnings for the new CEO was conducted, resulting in a wage differential of 162 times.

Gender and pay equality

The board and management view diversity and inclusion, and particularly gender diversity, as essential to the growth and success of the Company. Underpinning gender diversity is ensuring the organisation measures, achieves and maintains gender pay parity. Globally, achieving gender pay parity is an important step towards gender equality and empowerment of women.

The Company’s aim remains to achieve a diverse and inclusive workforce, aligned to the United Nations Sustainable Development Goals, and the United Nations Global Compact, which is essential to the growth and success of the Company. The board of directors comprises 36% women. A third of the executive management team are women.

Gender pay-gap differentials at middle management levels and above reflect that men are paid 11.62% more than women. The changes in and transition to a new Operating Model have had a negative impact on the outcome of the calculation. This transition phase has entailed:

  • Changes in the levels of roles
  • A reduction in the global staff complement
  • The downgrading of certain roles
  • Updated pay scales

Specific attention in embedding the final Operating Model is being placed on addressing this disparity. The proportion of women employees, particularly in senior roles, remains low, and is being steadily addressed by a greater focus on attracting, developing and retaining women in the technical disciplines. Furthermore, metrics included in the incentive scheme are designed to improve the gender ratio. We will continue to monitor pay differentials and to take action as appropriate.


2021 remuneration policy and structure

The table below sets out the remuneration policy that applies to all employees for 2021 and was endorsed by shareholders at the 2020 annual general meeting. The table details each component’s link to the Company strategy, objectives, performance measurements and the maximum opportunity associated with each component. The full remuneration policy can be found in the <NOM>.

Remuneration element and link to strategy Operation and objective Maximum opportunity Performance measures
Base salary
A competitive salary is provided to employees to ensure that their experience, contribution and appropriate market comparisons are fairly reflected and applied
  • Base salaries are reviewed annually and increases are effective from 1 January each year
  • Employees’ base salaries are determined by considering performance; market comparison against companies with a similar geographic spread; market complexity, size and industry; and internal peer comparisons. AngloGold Ashanti positions guaranteed pay at the median of the applicable markets and where there is a shortage of specialist and/ or key technical skills, may pay higher than the median
  • The CEO makes recommendations on the executive management team but does not make recommendations on the CEO’s own base salary. This is reviewed by the committee and approved by the board
Executive base salary increases and increases for all non-bargaining unit employees are closely aligned, where practical. This is informed by inflation, which can be matched directly or above/below consumer price index (CPI) Individual performance on a scale of 1 to 5, measured against specific key performance indicators (KPIs). A CPI increase pool is approved annually by the committee. In high-inflation countries, individual increases may be differentiated according to each individual’s performance rating. In lowinflation countries, a flat CPI is generally applied to all members of the executive management team and employees
Pension
Provides a defined contribution retirement benefit, in addition to base salary, aligned to the schemes in the respective country in which the employee operates
  • Funds vary depending on jurisdiction and legislation
  • Defined benefit funds are not available for new employees, in line with Company policy
Funds vary depending on jurisdiction and legislation

The pension contributions for executive directors and executive management team are aligned to those of employees across the Group
Not applicable
Medical insurance
Provides medical aid assistance, in addition to base salary, aligned to the schemes in the respective country in which the employee operates Provided to all employees through either a percentage of fee contribution, reimbursement or Company provided healthcare providers Aligned to approved policy Not applicable
Benefits
In addition to base salary, benefits are provided to ensure broad competitiveness in the respective markets Benefits are provided based on local market trends and can include items such as life assurance, disability and accidental death insurance, assistance with tax filing, cash in lieu of untaken leave (above legislated minimum leave requirements), and occasional spousal travel Aligned to approved policy Not applicable

Variable pay

The Deferred Share Plan (DSP) was implemented in 2018 as a single incentive scheme comprising of short- and long-term metrics. In 2021, the DSP was reviewed both internally and benchmarked against external comparators to ensure that it continues to support the business strategy, remains compliant with corporate governance best practice and meets the goal of aligning the executive goals with those of the shareholders. Elements reviewed were:

  • The current structure of the incentive scheme
  • The effectiveness of both the short- and long-term measures
  • The metrics of the scheme with special consideration being given to ESG measures

The committee concluded that the DSP continues to achieve its strategic objectives and that the structure and the short- and longterm design of metrics remain appropriate and continue to meet both the executive and shareholder requirements. The metrics were, however, adjusted to better reflect the organisation’s strategic requirements by changing the weightings in line with the focus of business requirements while the broader objectives remained unchanged. Further changes to the metrics and their weightings have been recommended for 2022. As the business develops, the DSP metrics will be adjusted if necessary as we have done for 2022. See <NOM>.

2021 DSP performance metrics

Financial measures – total weighting 62.5%

Shareholder returns

Absolute total
returns

10%

Relative total
returns

10%

Return on equity

Normalised cash return on equity (nCROE)

15%

Related strategic focus area:

Ensure
financial flexibility

Production

12.5%

Related strategic focus area:

Improve
portfolio quality

Costs

All-in sustaining
costs

15%

Related strategic focus area:

Optimise overhead, costs and capital expenditure

Future optionality – total weighting 12.5%

Mineral Resource

6.25%

Ore Reserve

6.25%

Related strategic focus area:

Maintain long-term optionality

People, safety, health, environment and community – total weighting 25%

People

5.5%


  • Gender diversity
  • Key talent retention
  • Succession bench strength in talent for Executive Committee roles
Safety

8%


Combination of:

  • All injury frequency rate
  • Major hazard control compliance
Health

3%


  • Cumulative number of critical control registers established for sitespecific, material health risks (as captured in AuRisk) at each operation
  • Compliance with occupational exposure monitoring programmes for noise and dust at each operation
Environment

6%


  • Number of reportable environmental incidents at operating mines
  • GHG emissions – develop a carbon budget for each operation based on approved business plans
Community

2.5%


  • Business disruptions as a result of community unrest
Related strategic focus area:

People, safety, health and sustainability

Deferred Share Plan (DSP)

Endorsed by shareholders at the 2017 annual general meeting, and implemented with effect from 1 January 2018
Remuneration element and link to strategy Operation and objective Maximum opportunity Performance measures
With effect from 1 January 2018, the Company has used a single incentive for shortterm and long-term performance.

The DSP is designed to encourage employees to meet strategic short-, medium- and long-term objectives that will enable value delivery to shareholders, by achieving defined Company objectives.
Permanent employees who do not participate in a production bonus are eligible to participate in the DSP.

The DSP award is payable in cash and where applicable (depending on stratum level), the balance will be delivered in one of two compensation components, either deferred cash or deferred shares, vesting equally over a period of two to five years.

The total incentive is determined based on a combination of Company and individual performance measures, which are defined annually with weightings applied to each measure. The metrics are defined against the objectives that most strongly drive Company performance and are weighted to financial outcomes, production, cost, Mineral Resource and Ore Reserve, sustainability and people. Each metric is weighted and has a threshold, target and stretch definition based on the Company budget and the desired stretch targets for the year.
Details of ontarget, threshold and maximum awards for all staff are shown in the tables on page 119. Note that below threshold performance will result in no payment. One set of performance metrics is used to determine the cash portion and deferred portion. Future vesting of the deferred portion is subject to continued employment.

Performance measures are weighted between Company and individual KPIs.

Company and individual performance measures are assessed over the financial year, with the exception of certain Company measures that are measured over a trailing three-year basis, as indicated below.
A single set of performance objectives is used, reviewed and approved annually by the committee, based on the impact on the Company’s performance. At the end of each financial year, the performance of the Company, the CEO and CFO is assessed by the committee and the board against the defined metrics to determine the quantum of the cash portion and the quantum of the deferred portion as per calculations below:

Cash portion:
Base pay x individual performance weighting x on-target cash percentage x individual performance modifier (KPIs: 1 – 5 rating)
+
Base pay x Company performance weighting x on-target cash percentage x Company performance modifier.

Deferred cash/shares:
Base pay x individual performance weighting x on-target deferred percentage x individual performance modifier (KPIs: 1 – 5 rating)
+
Base pay x Company performance weighting x on-target deferred percentage x Company performance modifier

The deferred shares are awarded as conditional rights to shares with dividend equivalents.

Vesting of the deferred portion occurs equally over either a two-, three-, or five- year period, depending on the level of the participant.
  Company metrics, each with their own weighting, are:
  • Relative total shareholder returns (TSR)*
  • Absolute total shareholder returns*
  • Normalised cash return on equity*
  • Production
  • All-in sustaining costs
  • Ore Reserve additions predepletion
  • Mineral Resource additions pre-depletion
  • Safety, Health, Environment and Community
  • People

* These measures are on a trailing three-year backward-looking basis

The graphs below illustrate the threshold, on-target and stretch for the DSP scheme and performance measure weightings (Company and individual) as a percentage of base salary:



  Deferral period (years) Performance measure weightings
Employee stratum and level Company Individual
CEO (VII) / CFO (VIH) /Executive management (VIL) 5 80 20
Senior management (IVH – V) 3 50 50
Senior management (IVL) 2 50 50
Middle management (III) 2 40 60

The deferred shares are awarded as conditional rights to shares with dividend equivalents. Vesting of the deferred portion occurs equally over either a two, three, or five- year period, depending on the level of the participant.

Malus and clawback

The committee have reviewed the “malus” and “clawback” provisions in 2021 in line with external benchmarks and the committee’s expectations in the event that any of the following matters is discovered. Below are the revised provisions:

Malus

The committee has discretion to reduce, including to zero, an award that has not yet accrued or vested to an individual where (but not limited to):

  • A participant was, in the reasonable opinion of the committee, deliberately misleading the Company or any subsidiary, the market and/or the Company’s shareholders concerning the financial performance of the Company
  • A participant caused harm to the Company’s reputation
  • A participant’s actions amounted to misconduct, including but not limited to the participant acting fraudulently, dishonestly or being in material breach of their obligations, as described in the Company’s Disciplinary Code and Procedure Policy
  • A participant’s actions amounted to negligence, incompetence or poor performance
  • There is a material error in the Company’s financial statements, which results in a restatement
  • There is a material downturn in the financial performance of the Company at any time before the applicable vesting date
  • There is a material failure of risk management in the Company
  • The discovery that any information or the assessment of any performance condition(s) used to determine an award based on a material error, or inaccurate or misleading information, or
  • Any other matter which, in the reasonable opinion of the committee, is required to be taken into account to comply with prevailing legal and/or regulatory requirements, which for the avoidance of doubt, includes the applicable laws published by a regulator from time to time

Clawback

The committee will consider applying clawback at any time during the three years from the date of vesting of the variable remuneration, being the cash incentive, deferred cash or deferred share allocation (the clawback period), based on the following limited trigger events:

  • There is a material failure of risk management in the Company or in the relevant Business Unit, considering the participant’s involvement and responsibility for that incident
  • The discovery of action or conduct of a participant which in the opinion of the committee amounts to gross misconduct that occurred prior to award or vesting
  • There is a material error in the Company’s financial statements, which results in a restatement, which may have resulted in an over-allocation of cash incentive, deferred cash and deferred share allocations
  • The discovery of events that occurred prior to vesting that have had a significant detrimental impact on the reputation of the Company or the relevant business unit or have led to the censure of the Company or a group Company by a regulatory authority
  • Where there is an error in the calculation of any performance condition which may have resulted in an overpayment

Performance management

Performance management at AngloGold Ashanti is a key process where our management and employees work together to plan, monitor and review an employee’s objectives and overall contribution to the organisation. More than just an annual performance review, performance management is the continuous process of setting objectives, assessing progress and providing on-going support, coaching and feedback to ensure that employees are meeting their objectives and career goals – aligned to the strategic business goals.

A performance management framework has been designed to address the following business requirements:

  • Defining and measuring a high-performance culture linked to business requirements
  • Aligning KPIs to business strategy – the cascading of goals
  • Effective engagement and partnering by line managers, building line manager capability
  • Integrated people processes – aligning talent management, career development, reward and recognition to performance outcomes
  • Providing a consistent performance management methodology and practices:
    • Goal setting: creating line of sight between business goals and individual goals
    • Performance conversations: consistent and continuous conversations throughout the year
    • The rating scale: consistent measure of performance across the business
    • Calibration: creates fairness to mitigate assessor’s bias
    • Performance Management Outcome Distribution Curve: aligns business performance with people performance

Individual performance is as critical as Company performance on both fixed and variable remuneration decisions. Where an employee’s performance is below expectations they will not receive an incentive bonus.

Remuneration scenarios at different performance levels

The graphs alongside, typically depict the pay mix of the executive management team in line with the 2021 remuneration policy including DSP outcomes at threshold, target and maximum performance. Below threshold performance will result in no payout. The long-term incentive (DSP deferred shares) vests annually in five equal tranches.

The pay mix graphs for the CEO and CFO depict actual base salaries and benefits. Those for the Executive Committee are based on averages.



Recruitment policy

When recruiting a member of the executive management team, a comparative benchmarking exercise is undertaken to determine the size, nature and complexity of the role, and skills availability in the market prior to making a competitive offer.

The following principles are applied when recruiting external hires:

  • Remuneration for external appointments will take into account any remuneration which is forfeited from the previous employment upon joining, and may replace these in an appropriate form, taking into account timing and performance conditions as appropriate subject to proof of forfeiture
  • The committee will not offer any sign-on bonuses that do not conform to the conditions set out above, for example the “golden hello”
  • In the case of share awards forfeited they will have equivalent performance conditions unless the committee determines otherwise
  • The committee will also take into account both market practice and any relevant commercial factors in considering the terms of the buy-out award
  • A time period is applied to a buy-out with a minimum clawback

All Executive Committee members recruited in 2021 were remunerated in line with the recruitment policy.

Termination policy

Members of the executive management team, and all permanent employees, have open-ended contracts (except where prescribed retirement ages apply) with termination periods defined in their contracts. In addition, incentive scheme rules clearly specify termination provisions by termination category.

In the event of a termination, the Company has the discretion to allow the employee to either work out their notice or to pay the guaranteed pay for the stipulated notice period in lieu of notice. Guaranteed pay includes base salary and other benefits, as detailed in the table below, but excludes variable pay.

All Executive Committee members terminated in 2021 were paid in line with the termination policy.

Reasons for termination

Voluntary
resignation
Dismissal/
termination
for cause
Normal and early retirement,
retrenchment and death
Mutual
separation
Base salaryBase pay will be paid over the notice period or as a lump sumBase pay will be paid until employment ceasesBase pay is paid for a defined period based on cause and local policy as employees have different employment entitiesBase pay will be paid over the notice period or as a lump sum
PensionPension contributions for the notice period will be paid; any lump sum does not include pension contributions unless contractually agreedPension contributions will be paid until employment ceasesPension contributions will be paid until employment ceasesPension contributions for the notice period will be paid; any lump sum would not include pension contributions unless contractually agreed
Medical
provisions
Where applicable, medical provision for the notice period will be paid; any lump sum does not include contributions unless contractually agreedMedical provision/ payment will be provided until employment ceasesMedical provision/payment will be provided until employment ceasesWhere applicable, medical provision for the notice period will be paid; any lump sum would not include contributions unless contractually agreed
BenefitsApplicable benefits may continue to be provided during the notice period but will not be paid on a lump sum basisBenefits will fall away when employment ceasesBenefits will fall away when employment ceasesApplicable benefits may continue to be provided during the notice period but will not be paid on a lump sum basis
DSP cash bonusForfeit, no bonusNo bonusDiscretion to pro-rate for period workedDiscretion to pro-rate for period worked
Deferred cash awardsUnvested awards lapseUnvested awards lapseThe vesting date will be accelerated to the date of separation and the participant shall be entitled to receive a pro-rated deferred cash value taking into account the period that the participant has been in employment during the vesting periodThe vesting date will be accelerated to the date of separation and the participant shall be entitled to receive a pro-rated deferred cash value taking into account the period that the participant has been in employment during the vesting period
Deferred share awardsUnvested awards lapseUnvested awards lapseRetrenchment and retirement (early, normal and late):
Senior managers – upon separation, the vesting date will be accelerated to the date of separation and the participant shall be entitled to receive pro-rated shares taking into account the period that the participant has been in employment during the vesting period. Vested shares may be exercised within six months following separation date

Executives – upon separation of employment, vested shares may be exercised within six months following separation date. The participant will continue to hold unvested shares post separation of employment to vest at the original vesting date. Upon vesting of these shares, participant has up to six months to exercise vested shares

Death:
All participants – upon death of an employee, the vesting date will be accelerated, and the participant’s estate shall be entitled to receive the full vested and unvested deferred shares within 12 months from date of death
Senior managers – upon separation, the vesting date will be accelerated to the date of separation and the participant shall be entitled to receive pro-rated shares taking into account the period that the participant has been in employment during the vesting period. Vested shares may be exercised within six months following separation date

Executives – upon separation of employment, vested shares may be exercised within six months following separation date. The participant will continue to hold unvested shares post separation of employment to vest at the original vesting date. Upon vesting of these shares, participant has up to six months to exercise vested shares

Revised minimum shareholding requirements

The committee is of the opinion that share ownership by executive management team members demonstrates their commitment to AngloGold Ashanti’s success and serves to reinforce the alignment between executive and shareholder interests. With effect from March 2013, a MSR was introduced for the executive management team and the MSR was further increased with effect from 2020.

In 2021, the committee further enhanced the MSR to include a 12-month post termination MSR, to be implemented commencing 1 January 2022. All executive management team members are required to have a minimum shareholding in the Company as per the table below:

Role Within three years of appointment/ from introduction of revised MSR (1 January 2020) Within six years of appointment/ from introduction of revised MSR (1 January 2020) Holding requirement Post termination holding period effective 1 January 2022
CEO 150% of net annual base salary 300% of net annual base salary Throughout employment as a director or prescribed officer The post-termination MSR will be the requirement based on the MSR policy at the time of termination. Should the executive depart (or no longer serve as director or prescribed officer) before they have achieved the MSR, all shares allocated effective 1 January 2022 from the Company’s share incentive will be held for one year post-termination period. The holding will be up to their required MSR
CFO 125% of net annual base salary 250% of net annual base salary
Executive management team 100% of net annual base salary 200% of net annual base salary

The following count towards an individual MSR:

  • Shares purchased on the market, either directly or indirectly
  • Vested shares from AngloGold Ashanti’s share incentive schemes

Service contracts

All members of the executive management team have permanent employment contracts which entitle them to standard group benefits as defined by their specific region and participation in the Company’s DSP.

South African executive management team members are paid a portion of their remuneration offshore which is detailed under a separate contract. This reflects global roles and responsibilities and considers offshore business requirements. All such earnings are subject to tax in South Africa.

Change in control

Executive management team contracts are reviewed annually and currently continue to include a change in control provision. The change in control provision is subject to the following triggers:

  • The acquisition of all or part of AngloGold Ashanti, or
  • A number of shareholders holding less than 35% of the Company’s issued share capital consorting to gain a majority of the board and make management decisions, and
  • Executive management team member contracts are either terminated or their role and employment conditions are curtailed

In the event of a change in control becoming effective, the executive management team member will in certain circumstances be subject to both the notice period and the change in control contract terms.

Executive management employment contracts provide that, in the event of their employment being terminated as a result of a change in control, the following is applicable:

  1. All salary, benefits and bonuses in lieu of their notice pay
  2. An amount equivalent to I above, and inclusive of the value of any pension contributions that would have been made by the Company in the notice period following the termination date (less such tax and national insurance contributions as the Company is obliged to deduct from the sum)
  3. The vesting date will be accelerated to the date of the event and the participant shall be entitled to receive pro-rated shares taking into account the period that the participant has been in employment during the vesting period

Remuneration advisors

The committee, which is comprised solely of independent nonexecutive directors, engages independent advisors in relation to remuneration related matters. The current advisor is PwC whose appointment, terms of reference and fees payable are determined solely by the committee. PwC is invited to attend all meetings of the committee and has regular access to the committee’s Chairperson and members.

PwC informs and assists the committee’s deliberations by drawing on their global reach and perspective on compensation matters and trends. They brief the remuneration committee on regulatory developments in all major international markets. They comment on technical matters, and generally opine on the committee’s work. The performance of PwC as the independent advisor is evaluated from time to time. Their fees are set to reflect time commitment, value added and market norms. For the year ended 31 December 2021, fees payable to PwC amounted to GBP449,100.

Key focus areas with which PwC assisted in 2021 include:

  • Consultation on the appointment of the new CEO
  • Advise on the appropriateness of the DSP structure and metrics
  • Consultation on executive management matters
  • Wage differential calculations and associated benchmarking
  • Market trends, updates and best practice guidelines
  • Committee training, where required

It is the committee’s opinion that PwC has acted in an independent manner, in that they have primarily provided directional and strategic advice.

Given the change in AngloGold Ashanti’s Independent Auditors from Ernst & Young (EY) to PwC, the committee has embarked on a formal tender process to appoint a new independent advisor.

The committee also made use of the services and output of Mercer, who provided global survey data and analysis. Mercer’s charges amounted to R438,971.

Non-executive directors remuneration policy

AngloGold Ashanti’s non-executive directors (NEDs) continue to be paid according to their roles. Retainer fees for board and standing committees are paid quarterly in arrears and are not subject to attendance at meetings.

The policy is applied using the following principles:

  • Fees are reviewed annually and increases are effective as at the date of the AGM. They are set using a global comparator group which is derived from companies with similar size, complexity and geographic spread
  • For the first time since 2014, the NEDs received an inflationary fee adjustment of 2% in 2021 based on market data provided by PwC in accordance with the selected peer group
  • NEDs receive a travel allowance per night when they are away from their home country for board meetings or on Company approved business
  • NEDs are not eligible to receive any short- or long-term incentives
  • For 2022 the NEDs will not receive a fee increase to align themselves with the executive and senior management teams

(Details of the NED fees are presented in the remuneration implementation report and page 28 of the <NOM>)

Non-executive directors’ Minimum Shareholding Requirement

During February 2022, the board approved an MSR for NEDs. In terms of the policy, NEDs are required to acquire and hold an MSR in AngloGold Ashanti shares, equivalent to 150% of their annual base fee within four years of the effective date of the policy for existing NEDs and from the effective date of appointment for new NEDs.

AngloGold Ashanti