Corporate governance and Policies


CORPORATE GOVERNANCE APPROACH

Corporate governance forms an overarching framework in which our business operates and we are committed to promoting good governance and ethics within all areas of our business. To achieve this, the group continues to enhance and align its governance structures, policies and procedures to support its operating environment and strategy.

Good corporate governance is an integral part of the group’s sustainability. Adherence to the standards and recommendations set out in the King III Report and other relevant laws and regulations is vital to achieving our strategic priorities.

APPLICATION OF KING III PRINCIPLES

The King Code of Governance (King III) is the third report issued by the South African King Committee on Corporate Governance codifying principles of corporate governance revolving around leadership, sustainability and corporate citizenship. The King III approach to governance is based on the principle of apply or explain. A Board can adopt a practice different from that recommended in King III if it believes it to be in the best interests of the company, but must explain why this is done.

King III is applicable to all entities, public, private and non-profit organisations. Compliance with certain of the governance principles in the King Reports is a requirement for companies listed on the Johannesburg Stock Exchange.

The Institute of Directors in Southern Africa (IoDSA) is a professional body that exists to promote corporate governance, and to maintain and enhance the credibility of directorship as a profession. IoDSA is the custodian of the King reports and formally introduced the King Code of Governance Principles and the King Report on Governance (King III).

IoDSA has developed a Governance Assessment Instrument (GAI) in the form of a web-based tool that serves as a measure of evaluating the implementation of good corporate governance structures, policies and procedures. The basis of the assessment criteria of the GAI tool is the principles and recommendations contained in King III as well as provisions of the South African Companies Act, 2008 and the JSE Listing Rules that pertain to governance.

The GAI calculates an overall score indicating the status of application of King III as follows:
AAA - Highest application
AA - High application
BB - Notable application
B - Moderate application
C - Application to be improved
L - Low application

AngloGold Ashanti assessed its approach to complying with the King III using the GAI tool and achieved the highest application, AAA rating, a detailed analysis is available by clicking the link King III Governance Assessment.

AngloGold Ashanti is committed to sound principles of corporate governance. In compliance with best practice, and to meet its obligations in terms of the US Sarbanes-Oxley Act of 2002, NYSE and JSE Rules and the King Report III on Corporate Governance, AngloGold AShanti's Board of directors has adopted the following policies, procedures and guiding principles as part od the company's corporate governance guidelines.

 

 NYSE DISCLOSURE

 

NYSE 303A.11 Disclosure

In terms of section 303A.11 of the New York Stock Exchange's Listing Standards ("the NYSE listing standards"), all foreign listed companies of that exchange, such as AngloGold Ashanti Limited, must briefly summarise the significant ways in which such companies' home country practices relating to corporate governance issues differ from US domiciled companies listed on the NYSE. The company's home country practices are regulated by the JSE Securities Exchange South Africa Listings Requirements ("the JSE Listing Requirements").

The NYSE listing standards require the appointment of a Nominations Committee to oversee the appointment of new directors to the board, and that such committee comprise solely of independent directors. The JSE listing requirements also require the appointment of such a committee, but that it comprise solely of non-executive directors the majority of whom must be independent. The company has appointed a Nominations Committee of the board. As at 30 June 2014 the committee comprised of three non-executive board members, two of whom are independent, as defined in the JSE listing requirements, and is chaired by the chairman of the board (as required by the JSE Listings Requirements) who is not independent.

The NYSE listing standards require the Remuneration Committee of the board to be fully independent. The JSE Listings Requirements, on the other hand, requires that majority of the non-executive directors serving on the Remuneration Committee must be independent. As at 30 June 2014 the Remuneration Committee comprise of three independent directors and one non-executive director.

First posted: 3 May 2004
Updated: 4 July 2014​




 

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