AngloGold Ashanti’s Board is guided by its commitment to embedding sound governance principles and practices at all levels of the Company.
The Board seeks
to ensure AngloGold Ashanti remains a responsible corporate citizen
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 of Business Principles and Ethics (Code) is fundamental to our culture of performance with integrity. This Code sets out our expectations for the conduct of our directors, employees, contractors and consultants and affirms our commitment to the highest standards of integrity and ethics in the conduct of our business.
In 2023 we will be launching an updated Code of Business Principles and Ethics to underpin the rollout of AngloGold Ashanti’s new values, demonstrating alignment and consistency of a values-based organisation.
Key board considerations
Standing agenda items at board meetings include a comprehensive CEO report covering, inter alia, operational and safety reviews and performance, progress towards strategic objectives, presentation of the financial performance and forecasts by the CFO and reports from chairpersons’ of Board committees. In addition to these items, the Board considered the following key matters during 2022.
The Board seeks to ensure AngloGold Ashanti remains a responsible corporate citizen by delivering on its financial performance objectives and pursuing environment, social and governance (ESG) principles, striving to enhance the economic life of host communities and to protect and minimise harm to the environment – see the Board’s response to climate change below. The board acts with independence and its members have the appropriate competencies and experience to execute their fiduciary duties.
New directors are appointed by the Board on recommendation by 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. 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 Rhidwaan Gasant, Alan Ferguson and Albert Garner. They are all eligible and have offered themselves for re-election. Gillian Doran, who was appointed since the last annual general meeting, will be standing for election as a director of the board. See the <NOM>.
Board succession planning
The board, assisted by the Nominations and Governance Committee, regularly reviews its composition to ensure a balance in skills, expertise, independence and diversity attributes as well as an optimal mix of tenure levels and meet the company’s needs, and provide effective oversight and well-informed decision-making. During the year, a formal succession plan was developed and implemented to proactively address anticipated director departures, Board and committee chairperson changes as well as skills that may be required due to changes in the governance and regulatory landscape.
Board diversity profile
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.
To promote gender diversity, a target of at least 40% female Board members was established and, 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.
The Board’s progress toward its diversity targets deteriorated during the year following the departure of two black female directors. Recognising that much remains to be done to reach its diversity targets, improving gender and racial diversity remains a strong focus for the Board during the recruitment of new directors and succession planning. The Board has already taken action by appointing Gillian Doran, who joined the Board on 1 January 2023 as CFO.
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 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 on the Company’s website at www.anglogoldashanti.com.
Non-Executive Directors’ minimum shareholding requirements
In February 2022, the Board 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 longterm 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 four years of the effective date of the policy for existing non-executive directors, and from the effective date of appointment for new non-executive directors. However, in accordance with the policy, 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.
Details on Non-Executive Directors’ minimum shareholdings may be found under Rewarding delivery.
Board and committee structure and delegation of authority
AngloGold Ashanti Board
The overriding role of the Board is to seek 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.
The latest approved Board Charter and Committees’ terms of reference, containing detailed information regarding their respective responsibilities and mandates, are available online.
Delegation of Authority
In 2022, we undertook a comprehensive review of the Group’s Delegation of Authority framework. Following this rigorous review process, a single group-wide Delegation of Authority, aligning all critical decisions across the Group, was adopted to replace the previous Group Delegation of Authority and various regional and in-country Delegations of Authority. This single Group-wide Delegation of Authority includes board authorities and authorities of the CEO and the rest of the organisation.
The Board is satisfied that the delegations in place contribute to role clarity and the effective exercise of authority and responsibilities.
Audit and Risk Committee
A Ferguson (Chairperson), R Gasant, M Richter, J Tilk
- 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 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
- Seeks to ensure 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 Committee
K Busia (Chairperson), S Lawson, M Ramos, J Tilk
- 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
- Seeks to ensure 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 accomplished by the committee during the year. See the <SR>
Remuneration and Human Resources Committee
M Richter (Chairperson), A Ferguson, A Garner, R Gasant
- 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 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 Committee
M Ramos (Chairperson), K Busia, A Ferguson, R Gasant, M Richter, J Tilk
- Assists the Board in the implementation of programmes aimed to ensure the Board’s composition and size is appropriate at all times, oversees the performance 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
J Tilk (Chairperson), K Busia, R Gasant, A Garner, S Lawson
- 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
- Seeks to ensure 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>
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 2022 was as follows:
|Board (3)||Audit and Risk||Investment||Remuneration and Human Resources||Social, Ethics and Sustainability||Nominations and Governance (4)|
|Number of meetings in 2022(5)||9||7||7||9||5||7|
|NVB Magubane (1)||6||4||n/a||n/a||4||n/a|
|KC Ramon (2)||4||n/a||5||n/a||n/a||n/a|
- NVB Magubane passed away on 30 October 2022
- KC Ramon retired from the board with effect of 30 June 2022
- During 2022 the board held six scheduled meetings and three special meetings
- Members of the Nominations and Governance Committee participated in an additional meeting in respect of the recruitment of the CFO
- All committees held four scheduled meetings during the year
Board and committee effectiveness
Unless determined otherwise by the Board, an evaluation of the Board, its committees, the chairperson and individual directors is conducted every two years. 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. During 2022, the Board continued to monitor progress towards agreed action plans for specific focus areas identified in the 2021 performance evaluation.
The Board recognises the need to focus on building a strong culture within the organisation and has endorsed and supported the culture journey and values refresh the Company has embarked on. With this in mind, it was necessary for the Board to ensure it was conscious of its own culture, how it aligned with the Company’s culture and how it could best enable leadership on this journey. As part of the Board effectiveness process, the board commissioned an externally facilitated assessment of the board culture during the year.
Outcomes of the assessment defined the Board’s current culture as ethical and collegial, with accountability for and focus on safety, sustainability, governance and environmental responsibility as well as on the delivery of shareholder value. The assessment further indicated a strengthening of alignment between the Board and executive leadership, with a focus on strategy and longer-term sustainability.
Other aspects of Board effectiveness include a robust induction programme that all new directors are required to complete before their first Board meeting to become familiar with the Company, their duties and responsibilities as directors and receive information required to be effective in their role.
The Board also provides continuing professional training and development for directors, which covers topics relevant to the operations of the Company, industry and regulatory environment and includes site visits. During the year, directors attended site visits at Obuasi and in Nevada.
For further information on the organisational culture journey and values refresh, see Revitalising our culture, refreshing our values and the Remuneration and Human Resources Committee chairperson’s letter.
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.
In accordance with the JSE Listings Requirements, the Board evaluated the qualifications, competence and experience of the company secretary for 2022 and was satisfied that Leeanne Goliath is qualified to serve as company secretary. 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 also confirmed the company secretary’s independence and that she maintains an arms-length relationship with the Board.
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 responsibility 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 2022, Group Compliance continued with activities aimed at enhancing the Company’s governance. Key among these activities were:
- Leading a benchmarking exercise and review of AngloGold Ashanti’s governance documents. A Group-wide documents standard was launched to establish the AngloGold Ashanti controlled documents framework, creating consistency and purpose across different document types. As part of the new group-wide documents framework, Group Compliance manages the development, amendment, review, approval process and publication of all group-wide documents. Group Compliance also manages the only internal repository for Group-wide documents. Policies demonstrate the organisation’s aspirational commitments to achieve its objectives and describe the behaviours and actions of the organisation. Beneath each policy, group-wide standards set out the minimum mandatory requirements for how AngloGold Ashanti will deliver the commitments in the policies and groupwide procedures set out how mandatory requirements must be performed to mitigate key risks
- The publication of new group policies in relation to Asset Security and Value Protection, Business Integrity, Health, Safety and Security, Operations and Mineral Resource Development, People, Sustainability and a new Supplier Code of Conduct
- The global rollout of the anti-bribery and anti-corruption online training to all employees with computer access. The training covers anti-bribery and anti-corruption, 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
- The rebranding of our whistleblowing platform to “Speak-up” with updated communication and increased awareness around the availability of this platform. AngloGold Ashanti continued to have a robust Speak-Up platform, administered by a thirdparty, 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. Speak-up 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 Compliance with laws and regulations Fraud, bribery and corruption Conflicts of interest Gifts, hospitality and sponsorship Responsible sourcing Confidential reporting Compliance risk assessments with “best practice” principles identified by, among others, bodies responsible for the prosecution of violations of key extra-territorial 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 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 to suppliers involves mandating that 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 online 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:
- Extractive Industries Transparency Initiative (EITI)
- International Council on Mining and Metals (ICMM)
- International Cyanide Management Code
- Principles of the United Nations Global Compact (UNGC)
- Responsible Gold Mining Principles
- Sustainability Accounting Standards Board
- United Nations Guiding Principles on Business and Human Rights
- United Nations Women Empowerment Principles (WEP)
- Voluntary Principles on Security and Human Rights (VPSHR)
- World Gold Council’s Conflict-Free Gold Standard and Responsible Gold Mining Principles
We are committed to complying with the following standards:
- International Bill of Human Rights
- Universal Declaration on 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.
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.
The Board recognises the impacts of climate change that could exacerbate existing mining-related risks and the effect on ecosystems, communities and employees.
The Board previously approved a Climate Change Strategy, and the Company published its inaugural Climate Change Report in late 2021, which is aligned to the recommendations of the Task Force on Climate-related Financial Disclosures. Furthermore, as a member of the International Council on Mining and Metals, AngloGold Ashanti was part of a landmark climate change commitment to achieve net zero Scope 1 and Scope 2 GHG emissions by 2050 and to accelerate action on Scope 3 GHG emissions, including setting credible targets in partnership with its suppliers.
During the year, the Board endorsed the Company’s commitment to achieve a 30% reduction in its absolute Scope 1 and 2 GHG emissions by 2030 (as compared to 2021) through a combination of renewable energy projects, fleet electrification and lower-emission thermal power sources. The capital cost required to achieve these reductions over the next eight years was anticipated to be approximately $1.1 billion, of which about $350m would be funded over that period by the Company and the balance through third-party funding, including from providers of renewable energy infrastructure. Climate change will remain a priority in future years and the Board will monitor the Company’s progress towards its GHG emission reduction targets. See Climate change disclosure.
Governance of supply chain management and procurement policies
Effective supply chain management, undertaken with integrity, fairness and transparency 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, equality and human rights consideration.
Responsible supply chain management has the potential to add value to communities, local governments and society, particularly in developing countries. We have adopted a cross-functional 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.
In 2022, we launched a new Supplier Code of Conduct which continues to set expectations for our suppliers. All suppliers are required to review, understand and comply with our Supplier Code of Conduct, all relevant laws and industry regulations and notify AngloGold Ashanti if they become aware of any action which does not comply with any of these. This is a condition of doing business with AngloGold Ashanti. A breach or other violation of the Supplier Code of Conduct could result in a review or termination of the supplier’s contract with AngloGold Ashanti. Our suppliers shall conduct business activities with integrity, dignity and respect, including not taking unfair advantage of AngloGold Ashanti or other parties through misrepresentation of facts or any dishonest practices.
AngloGold Ashanti aims for the communities and societies in which we operate to be better off for our having been there. This aim is supported by our commitment to do no harm, to make responsible use of natural resources, and to contribute to sustainable development, as well as by our local procurement policy which aims to stimulate economic development within the communities and countries in which we operate. The success of this commitment is evident when considering the 96% localisation spend achieved for 2022 (2021: 93%) on a global basis.
2023 focus areas
In line with AngloGold Ashanti’s status as a signatory to the UN WEP and the UN Global Compact, WEP is receiving focus and is being included as part of our Sustainable Mining Plan. These principles will form part of our responsible sourcing objective and human rights policies.
Considerable emphasis is being placed on greater supply chain transparency and reporting of ESG impacts. Risk exposures are driving our level of enhancement to improve the integration of risk assessments into identifying new and emerging sustainability risks in existing suppliers, including potential integration of real-time data.
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 requires AngloGold Ashanti to have a combination of suitably skilled resources and internal processes, together with internal and external assurance.
Our approach to transparency and tax
Our approach to tax is underpinned by the AngloGold Ashanti values, which include sustainability. We also value the communities and societies in which we operate and want them to be better off for AngloGold Ashanti’s 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 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 constructively 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 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: AngloGold Ashanti tests the commercial rationale of its transactions. 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.
Digital technology is integral to AngloGold Ashanti’s functions and operations and their ability to deliver value and effectively manage digital technology risk. The Board has delegated the governance of digital technology to the Audit and Risk Committee, which has ensured the establishment of a Digital Technology Governance Framework.
The Governance Framework supports effective and efficient management and decision-making in respect of the utilisation of technology resources to facilitate the achievement of the Company’s objectives and the management of digital technology related risk.
In accordance with the recommendations of King IV, a policy that addresses the governance of digital technology has been adopted. In addition, the Audit and Risk Committee receives updates on the digital technology strategy.
Annual audits are conducted by both internal audit and the external auditor, and any failures or issues of non-compliance are remediated by the digital technology function. Additionally, annual risk assessments are completed and surfaced within AngloGold Ashanti’s risk management system.
Disaster recovery and business continuity plans for digital technology are in place and tested annually.
Digital technology has formal processes and a cyber security operation centre in place to ensure threats are actively managed, with the objective of adequately protecting the Company’s digital technology assets and the confidentiality, integrity and availability of information.
laws and regulations