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GOLD FIELDS LIMITED - Results of Annual General Meeting

Release Date: 20/08/2020 17:31
Code(s): GFI     PDF:  
Wrap Text
Results of Annual General Meeting

Gold Fields Limited
Incorporated in the Republic of South Africa)
Registration Number 1968/004880/06)
ISIN: ZAE000018123
"Gold Fields" or “the Company”)


Shareholders are advised that at the virtual Annual General Meeting of
Gold Fields Limited held on Thursday, 20 August 2020, all the ordinary and
special resolutions, as well as the advisory endorsements of the company’s
remuneration policy and remuneration implementation policy, as set out in
the notice of the annual general meeting dispatched to shareholders on 30
March 2020 were passed, on a poll, by the requisite majorities.

Details of the results of the voting are as follows:

Total issued share capital:                       883 333 518
Total number of shares present/
represented including proxies at the meeting:     681 415 150

being 77.14% of the total votable shares

Ordinary            Number of     Shares        Shares          Shares
resolutions         shares        voted for:    voted           abstained:
                    voted                       against:
1.Re-appointment    680 757 461   678 761 475   1 995 986       657 689
of auditors
                    % of total    % of shares   % of shares     % of total
                    issued        voted         voted           issued
                    shares                                      shares
                    77.07%        99.71%        0.29%           0.07%

2.1 Re-election     680 712 553   680 530 117   182 436         702 597
of a director: TP
Goodlace            % of total    % of shares   % of shares     % of total
                    issued        voted         voted           issued
                    shares                                      shares
                    77.06%        99.97%        0.03%           0.08%
2.2 Re-election     680 714 699   680 229 862   484 837         700 451
of a director:
NJ Holland          % of total    % of shares   % of shares     % of total
                    issued        voted         voted           issued
                    shares                                      shares
                    77.06%        99.93%        0.07%           0.08%

Ordinary            Number of     Shares        Shares        Shares
resolutions         shares        voted for:    voted         abstained:
                    voted                       against:
2.3 Re-election     680 713 118   644 197 901   36 515 217    702 032
of a director: RP   % of total    % of shares   % of shares   % of total
Menell              issued        voted         voted         issued
                    shares                                    shares

                    77.06%        94.64%        5.36%         0.08%
2.4 Re-election     680 710 606   677 947 169   2 763 437     704 544
of a director:
YGH Suleman          %of total    % of shares   % of shares   %of total
                    issued        voted         voted         issued
                    shares                                    shares
                    77.06%        99.59%        0.41%         0.08%

3.1. Re-election    680 715 166   678 798 034   1 917 132     699 984
of Audit
Committee member:   % of total    % of shares   % of shares   % of total
YGH Suleman         issued        voted         voted         issued
                    shares                                    shares
                    77.06%        99.72%        0.28%         0.08%
3.2. Re-election    678 956 755   678 956 755   1 761 367     697 028
of a member of
the Audit           % of total    % of shares   % of shares   % of total
Committee:          issued        voted         voted         issued
A Andani            shares                                    shares
                    77.06%        99.74%        0.26%         0.08%
3.3 Re-election     680 715 245   679 065 495   1 649 750     699 905
of a member of
the Audit           % of total    % of shares   % of shares   % of total
Committee:          issued        voted         voted         issued
PJ Bacchus          shares                                    shares
                    77.06%        99.76%        0.24%         0.08%
3.4 Re-election     680 716 805   641 674 199   39 042 606    698 345
of a member of
the Audit           % of total    % of shares   % of shares   % of total
Committee:          issued        voted         voted         issued
RP Menell           shares                                    shares
                    77.06%        94.26%        5.74%         0.08%

4. Approval for     680 738 786   652 085 654   28 653 132    676 364
the issue of
authorised but      % of total    % of shares   % of shares   % of total
unissued ordinary   issued        voted         voted         issued
shares              shares                                    shares
                    77.06%        95.79%        4.21%         0.08%

Special             Number    of Shares         Shares        Shares
resolutions         shares       voted for:     voted         abstained:
                    voted                       against:
1.Approval for      680 726 038 652 119 249     28 606 789    689 112
the issuing of
equity securities   % of total    % of shares   % of shares   % of total
for cash            issued        voted         voted         issued
                    shares                                    shares
                    77.06%        95.79%        4.21%         0.08%
Advisory            680 676 015   620 072 231   60 603 784    739 135
endorsement of
the remuneration    % of total    % of shares % of shares % of shares
policy              issued        voted       voted       voted
                    77.06%        91.10%        8.90%         0.08%
Advisory            680 682 093   676 864 439   3 817 654     733 057
endorsement of
the remuneration    % of total    % of shares   % of shares   % of shares
implementation      issued        voted         voted         voted
policy              shares
                    77.06%        99.44%        0.56%         0.08%

2. Approval for     680 697 288   679 807 440   889 848       717 862
the remuneration
of non-executive    % of total    % of shares   % of shares   % of total
directors           issued        voted         voted         issued
                    shares                                    shares
                    77.06%        99.87%        0.13%         0.08%

3. Approval for     680 411 829   680 071 637   340 192       1 003 321
the Company to
grant inter-group   % of total    % of shares   % of shares   % of total
financial           issued        voted         voted         issued
assistance in       shares                                    shares
terms of section    77.06%        99.95%        0.05%         0.11%
44 and 45 of the

4. Approval for     680 630 797   675 650 587   4 980 210     784 353
the Acquisition
of the Company’s    % of total    % of shares   % of shares   % of shares
own shares          issued        voted         voted         voted
                    77.05%        99.27%%       0.73%%        0.09%

The special resolutions will be filed with the Companies and Intellectual
Property Commission in accordance with the requirements of the Companies
Act, No 71 of 2008.

Remarks by the Gold Fields Chair, Ms Cheryl Carolus, at the Gold Fields
AGM on 20 August 2020:

    “Good afternoon. As has become customary let me start by providing
    a brief summary of the key developments at Gold Fields not just
    for 2019 but for the year to date as well. 2020 has indeed been a
    year that we will not forget – both in our professional and in our
    personal capacities. The Covid-19 pandemic has forced us to live
    outside of our comfort zones and, for Gold Fields, to operate well
    outside its business-as-usual parameters.

    I would like to pay tribute to how our 17,000 people have managed
    this crisis.

    To date 1,443 of our workforce have been infected and, tragically,
    three colleagues have died as a result of Covid-19. We cannot name
    two of them, but our heartfelt condolences go out to their
    families and friends. I also want to express my condolences on the
    death of Josephat Zvaipa, COO of Galiano Gold, our partners at the
    Asanko gold mine.

    Of the employees and contractors that have tested positive, 784
    have recovered, in part due to the exceptional medical care and
    assistance provided by our facilities and support given by the
    mines as well as the public health institutions we work with.

    The situation could have been worse had the company not acted
    swiftly to introduce a range of strategies and programmes to
    prevent our people getting infected, including strict adherence to
    all government protocols, sanitation, distancing, wearing of
    masks, travel restrictions and extensive educational campaigns for
    our workforce.

    Our operations have also gone out of their way to assist
    communities and governments as they battle the pandemic. They have
    done so voluntarily by providing much-needed equipment, PPE and
    resources to hospitals and clinics, funded awareness campaigns on
    community radio stations and organised sanitation of public
    facilities, amongst many other initiatives. A number of our
    directors, managers and employees have also been donating in their
    personal capacity to funds and organisations that assist people
    who are directly impacted by the pandemic. I thank them for this.

    All this and our employees have managed to keep our operations
    running relatively smoothly and profitably. As you would have seen
    from our interim results announcement this morning, the impact of
    the pandemic on production has been limited – we expect to be
    within 3% of our original production guidance for 2020. As a
    result of Covid-related costs, such as testing and site
    adjustments, and higher royalties due to the surging gold price,
    we have upped our cost guidance for the year, but marginally so.
    Amid the continued strong operating performance, and with the help
    of the strong gold price, our cash-inflow for the six months was a
    very healthy US$320m.

A positive development emerging from the current crisis is the
strong focus on the health of our workers and our communities. We
have always prioritised safety at our operations, but this crisis
has reminded us to give equal attention to the health and wellness
of our people. It’s highly unlikely that measures such as social
distancing will remain with us once the crisis is over, but what
we will retain are the ability to test our workers, support them
as they deal with occupational and non-occupational diseases and
focus on their mental wellbeing.
The pandemic has also seen a surge in violence against women. Our
Corporate Office and South Deep teams used Mandela Day to express
their support and raise funds for organisations that seek to help
victims of gender-based violence, a cause the Board and I
personally whole-heartedly support. Turning to safety, tragically
we had a fatal incident at South Deep in June this year. Abel
Magajane, a shaft timberman, succumbed from injuries sustained in
an underground accident. He leaves behind his wife and three
children. His death follows that of Maria Ramela, also at South
Deep, almost exactly a year earlier. We once again extend our
heartfelt condolences to the families, friends and colleagues of
Abel and Maria.

We firmly support our management team’s efforts to reduce
fatalities and serious injuries. I believe that our two key safety
programmes – Courageous Safety Leadership and Vital Behaviours –
are critical to achieving Zero Harm, together with strict
adherence to and implementation of our stringent safety standards
and rules.

In my Chair’s Report in the latest Integrated Annual Report, I
wrote that I considered 2019 the most successful in my tenure as
Chairperson of Gold Fields. It was an exceptional year, during
which the company’s reinvestment strategy, which commenced in late
2016, came to fruition. The impact of the company’s three-year,
US$1bn investment programme, is significant. We essentially built
two new mines – Gruyere in Australia and Damang in Ghana – bought
45% of the prospective Asanko mine in Ghana and have taken a
greenfields project – Salares Norte in Chile – to a positive
construction decision. There is also the continued investment in
near-mine exploration at our Australian operations to secure their

I was privileged to attend the opening of Gruyere last year. It
was heartening to see the efforts by our team at the mine to
integrate the Indigenous people into the workforce and share the
benefits of mining with the community.
Our portfolio’s performance was also boosted by the progress made
at South Deep. After a difficult 2018, in which we undertook a
significant restructuring process, the mine has reported material
and steady progress towards sustainable growth. These developments
have been further entrenched during 2020, despite the impact of

Our portfolio is now in a strong position to maintain sustainable
production of 2 million to 2.5 million ounces per year for the
next 10 years and continue to generate cash sustainably into the

foreseeable future. The cash already generated by our mines has
not only enabled us to invest in the Company’s future growth but
also pay off debt and create significant value for our
stakeholders. During 2019, Gold Fields' total value distribution
to our stakeholders amounted to US$2.6bn in the form of payments
to governments, capital providers, business suppliers and our
workforce. Significantly, about a third of this value remained
with our host communities.

My optimism about the future of the Company is not only based on
its sound operational and financial performance, but also on its
firm commitment to excellent environmental, social and governance
systems and performance. During 2019 and 2020 to date, Gold Fields
reported no serious environmental incidents. We are building on
our successful forays into renewable energy at our Australian
mines, particularly the microgrid at our Agnew mine. With almost
60% of the mines energy now coming from renewables, Agnew has
become a landmark renewables project not only in Australia, but
also for the global mining sector. As we expand the use of
renewables to our other mines, together with our energy efficiency
initiatives, this will make a significant contribution to reducing
our energy costs, securing energy supplies and reducing our carbon

The Board is also working closely   with management in ensuring that
the governance and management       of Gold Fields’ 34 tailings
facilities are monitored closely.   This includes the implementation
of the stringent Global Industry    Standard on Tailings Management
released this month.

We have made reasonable progress on improving the diversity of our
workforce. Around 20% of our workforce and management are now
female, half of whom work in core mining activities. We aim to
improve on this as we seek to attract more women to our mines
around the world and further entrench diversity among our

There have been no recent changes to the Board or Executive
Committee of the Company. I am confident that we can maintain this
stability and retain this team of dedicated, able women and men.
Their experience, knowledge and commitment was undoubtedly a key
reason for Gold Fields’ success in 2019 and the way the company
has managed the challenges of 2020. However, this does not absolve
the Board from its critical duty to ensure succession for the most
critical roles within the Company. Succession planning has moved
up in the Board’s agenda over recent years, and we are applying
our minds to ensure continuity when key members of the executive
retire or leave.

On this note, I would like to state that Nick Holland, after 24
years as executive director and 13 years as CEO, will retire from
his position in September 2021. This is in line with the Company’s
retirement policy, as has been disclosed to shareholders regularly
in the Company’s Remuneration Report. A global search for a
suitable replacement will commence soon.

    I would like to end by thanking my fellow directors and Gold
    Fields’ executive leadership team, along with the employees of
    this Company, for their dedication and commitment to the
    sustainability of our business.

Remarks by the Chair of the Gold Fields Social, Ethics and Transformation
Committee, Dr Carmen Letton, at the Gold Fields AGM on 20 August 2020,

    “Good afternoon, Shareholders and our Management Team

    I want to start by echoing our Chairperson’s praise for the strong
    commitment Gold Fields employees have shown in assisting each
    other, their communities and their governments during the current
    COVID-19 crisis.

    These are very challenging times for all of us both personally and
    professionally. But it has also brought out the very best in our
    employees. They have not only ensured that our mines continue to
    run safely, profitably and sustainably, but that stakeholders,
    particularly our communities, receive the help they need to deal
    with this pandemic and the country crisis.

    I would also like to express my sincere          condolences to the
    relatives, friends and colleagues of those      lost to COVID-19 or
    mining-related accidents. It remains the GFL    Board and Management
    team’s continual and determined focus to keep   our people safe.

    Before reviewing the Social, Ethics and Transformation Committee’s
    recent work, it is worth reiterating its wide-ranging mandate
    built around our key stakeholders – our employees and contractors,
    communities, governments, shareholders and business partners. This
    mandate comprises:
     - Social and Economic Development;
     - Good corporate citizenship;
     - Strong environmental, health and safety custodianship, though
       oversight of this rests with the SHSD Committee;
     - Labour and employment practices;
     - Transformation;
     - Communication, reputation and branding; and
     - Risk oversight related to SET.

    It is the responsibility and has been the focus of, this Committee
    to ensure that Gold Fields has sound relationships with our
    stakeholders through responsible business practices in line with
    industry-leading guidelines.

    Strong stakeholder relationships are at the heart of Gold Fields
    activities and the Committee seeks to ensure that the company
    continues to engage with stakeholders. We discuss and negotiate
    key decisions, mitigate any adverse environmental and social
    impacts and, most critically, share the benefits of mining.

    During 2019, Gold Fields generated revenue of almost US$2.6
    billion, which was distributed to our key stakeholders as follows:
     - Our workforce: US$395 million;
 - Our capital providers and shareholders: US$162 million;
 - Governments, in the form of taxes and royalties: US$254
 - Our business partners: US$1.74 billion; and,
 - Our communities in the form of Socio-Economic Development
   spending: US$22 million.

In the first half of 2020, total distributed revenue was US$1.3
billion and stakeholder distributions were maintained at 2019

In addition to our Socio-Economic Development spend, our
operations supported host communities and governments through
donations and other contributions during the current COVID-19
crisis. To date, our help for communities and governments to
combat the pandemic has totalled almost US$2 million. Initiatives
have included donations of medical and sanitisation equipment,
food provisions to our most vulnerable, protective gear for our
front line people and educational campaigns in the community.
These contributions demonstrate the commitment of our mines to
going beyond compliance in safeguarding the health and wellbeing
of their communities.

Our investment in communities goes well beyond Socio-Economic
Development spending and donations. Gold Fields seeks to help
alleviate unemployment and create sustainable economies through
our community employment and procurement programs. As at June
2020, some 53% of our workforce – that’s 8,200 employees and
contractors – lived in our host communities, while about 30% of
total supplier spend was with local community enterprises.

Quantifying this impact across Gold Fields businesses shows that
overall, almost 30% of the revenue we generate was distributed to
our host communities. Now, our mine management teams have been
incentivised to maintain and develop this level of support into
the future.

Among the few positives to emerge from the COVID-19 pandemic is
the development of a closer working relationship with host
governments in supporting their health efforts, by providing
facilities, resources and much-needed funding. Equally positive,
governments have declared mining an essential service, which
enables us to continue operating. We hope to extend this working
relationship beyond the pandemic, in order to address issues
holding back mining sector growth in the many countries in which
we operate.

For many years, our CEO has spoken out for governments, trade
unions and mining companies to enter a social compact to grow the
total mining pie for the benefit of all stakeholders, rather than
battle over slices of an ever-shrinking pie. This has been
particularly evident amid the recent wave of resource nationalism
in many mineral-rich nations. Agreements needed to boost the
mining sector have not been forthcoming with most stakeholders
pursuing their own self-interest. We hope that the Covid-19 crisis
acts as a catalyst for this much needed dialogue.
Turning now to our People strategy. We continue to focus on
building a more diverse and inclusive workforce, with particular
emphasis on employing more women, residents from our host
communities and, in South Africa, historically disadvantaged
people. A diversity and inclusion strategy was approved by the
Board last year. The strategy, in addition to increasing the
attraction and retention of female employees, emphasises the
importance of ensuring that all people are treated with dignity
and respect. It focuses on workplace inclusiveness and diversity
as well as workplace sustainability and accountability.

The Company’s diversity and inclusiveness strategy sets out our
people goals for the next five years. This will create a
foundation for building a truly diversified and inclusive company,
reflective of the societies in which we operate. This year, the
management team is working with the regions to set up a global
gender program, while supporting the increased representation of
youth, Historically Disadvantaged South Africans, and Aboriginal
and Torres Strait Islanders in Australia. Unconscious bias and
diversity training has been rolled out across the Group to assist
employees in understanding their biases and raise awareness. This
strategy is “live” and each year we seek to improve and strengthen
our approaches and goals.

In some of these areas, we are making good progress. Currently,
women make up 20% of our global workforce, including in our core
mining activities. Youth representation is approximately 30%,
representation of Historically Disadvantaged South Africans at
South Deep 72% and, as I reported earlier, 53% of our workforce
live in our communities. Clearly, at the end of our 5-Year
strategy we hope to have maintained or potentially raised these
numbers markedly.

You may ask why the focus on our “youth” as an integral strategy
foundation. The future of work, the workplace in general and
mining in particular are changing – and changing at an
unprecedented rate. As we progress towards the mine of the future,
it is inevitable that we will rely increasingly on new entrants
into the labour market who possess the technical and non-technical
skills necessary to prosper at the digital edge. It also requires
us to retrain, where possible, existing employees to succeed in an
environment where automation, modernisation, mechanisation and
digitisation are key. In the past six years, the company has
invested almost US$90 million in targeted human resources
development and training programs.

Now, just a few words on our increasing focus on Indigenous
Peoples issues in Australia. Aboriginal and Torres Strait Islander
peoples are key stakeholders at all our mines and we already have
an excellent relationship and formal Native Title Agreement with
the Yilka and Sullivan Edwards People at the Gruyere mine.      We
have also just embarked on a program to develop a similar
framework to support and engage with the Tjwarl People, who hold
native title rights and interests over a large area of the

Northern Gold Fields. This includes land on which the Agnew Mine
and exploration tenure are located.

Gold Fields Australia is making good progress implementing its
Reflect Reconciliation Action Plan that seeks to develop
respectful relations and develop formal consultation processes. We
want to create meaningful opportunities, such as employment and
contracting, with Indigenous people.

In this context, heritage management at our mines is also
critical, particularly in the wake of the Juukan Gorge incident on
May 24 this year. Rio Tinto blasted an area of Juukan Gorge, in
accordance with regulatory approvals.        Still, it destroyed
Aboriginal rock shelters thought to be about 46,000 years old. The
incident has received extensive media coverage, with significant
reputational damage to Rio Tinto and the broader Australian mining

As a direct response to the Juukan Gorge incident, Gold Fields has
undertaken a review of our own heritage management processes,
including the legal approvals that each operation holds for the
destruction of Aboriginal heritage sites. “Destruction” is the
unfortunate word used in the formal legal framework in Australia.
We are also following closely the Western Australian Government’s
efforts to refresh the existing Aboriginal heritage laws and will
participate in the consultation process regarding the proposed new

Moving to our communications, reputation and branding efforts. In
the past two years, Gold Fields has changed gears on this front in
order to enhance stakeholder experience and improve people’s daily
lives.    We have adopted and developed a range of social,
professional and commercial media platforms. These support our
employees, raise awareness of our support efforts and communicate
with a much broader audience.     This program has us very highly
placed in terms of brand and recognition, with some 4.8 million
impressions, 370,000 engagements with our content, and 300,000
followers of our publishing.     The key purposes in all of our
communications, reputation and branding efforts are:
 - Keeping our employees, their families and communities safe;
 - Keeping employees informed about what is happening in their
   company and specific countries;
 - Keeping our employees connected, energised, motivated and
   productive (which is especially important in our remote and on-
   mine workers);
 - Safeguarding our employee’s mental health;
 - Keeping stakeholders informed; and
 - Informing our communities of initiatives and empowering them
   with that information.

Finally, I would like to talk briefly about the issue of artisanal
and small-scale mining at and around our Damang and Tarkwa mines
in Ghana. This issue poses a potential risk in a pre-election and
high gold price environment. Although the number of these miners
is small and we adopt a zero-tolerance approach to such property

    encroachment, we have revised our strategy to reflect a changing
    context with increasing gold price.

    As part of this strategy we have intensified consultation with
    affected stakeholders, particularly traditional leaders, and
    intensified the creation of non-mining jobs to provide community
    members with alternative opportunities. Furthermore, we have
    updated our protection services strategies to better identify and
    manage the infiltration of these miners. In order to support
    Ghana’s community mining program, we are ceding a portion of our
    Damang concession to the government. This is awaiting formal
    government approval.

    In conclusion, I would like to express my deep personal
    appreciation and gratitude to my co-directors, our management team
    and all Gold Fields employees around the world. They have ensured
    that the Social, Ethics and Transformation Committee continues to
    meet its performance objectives, thereby contributing to the
    company’s sustainability and success. Their passionate advocacy of
    social performance, ethical business and the transformation of our
    company is what underpins our success both today and into the
    future. Gold Fields shareholders have much to be proud of as part
    owners of this incredible company.

    Chair’s special mention:
    For a number of years now, Gold Fields has supported Not-For-
    Profit organisations that help victims of gender-based and
    domestic violence. In 2020, the Board and Executive spoke out and
    put their names and faces to this cause. This advocacy from Gold
    Fields and these individuals promises to improve the plight of
    victims of gender-based and domestic violence wherever we are able
    to touch them with a bold and public statement that:
     - There is no place for domestic violence generally and that it
       is unacceptable in our community;
     - Everyone has the right to live free from harm and without fear
       of violence or abuse.
     - All victims need compassionate and highly responsive support;
     - Help is here for those who are desperate and vulnerable.

    There are many more examples of generosity and advocacy by teams
    and individuals in the group, too many for me to mention here.
    However, this act is an insight into the way in which the
    individuals in our company align with our values and the intent to
    “do the right thing”. This lies at the core of our social, ethics
    and transformation mandate and the culture of Gold Fields.”

20 August 2020
J.P. Morgan Equities South Africa (Pty) Ltd


Date: 20-08-2020 05:31:00
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