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In the Report to Society 2004, certain objectives were set for 2005. The table below sets these out, along with progress made during 2005.
Ethics and Governance
| Objectives for 2005 |
Performance in 2005 |
| Finalise roll-out of conflicts of interest policy |
Conflicts of interest policy and guidelines adopted and communicated to relevant employees. All relevant personnel required by management to complete declarations have done so. |
| Complete Sarbanes-Oxley 404 internal control requirements including the design, implementation, testing and maintenance phases |
Initial design and implementation project for internal control processes are complete. Testing process being reviewed so as to enable any remediation required to take place in early 2006. Implementation of the maintenance process is in final stages, and will be in place in 2006. |
| Develop a document retention strategy for AngloGold Ashanti |
Policy adopted by the Executive Committee regarding the general principles for retention of the company’s documents consistent with business and legal interests. Each region required to adopt a schedule of laws dealing with document retention, which is under way. |
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Board level oversight of corporate governance and ethics
AngloGold Ashanti is committed to upholding the highest levels of corporate governance. Corporate governance is addressed at the highest level by the Audit and Corporate Governance Committee of the board, which is chaired by non-executive, independent director, Colin Brayshaw.
The company’s ethical performance is guided by AngloGold Ashanti’s values, and practised in line with the company’s business principles.
The company is led by a Board of Directors, comprising 17 members. Of these:
- there are six independent directors;
- there are six non-independent, non-executive directors; and
- five executive directors.
Both the chairman and the deputy chairman are independent. The board’s Audit and Corporate Governance Committee is fully independent and the Remuneration and Nominations Committees are majority independent.
There are nine board committees that meet on a regular basis. These are the:
- Audit and Corporate Governance Committee;
- Employment Equity and Development Committee;
- Executive Committee;
- Investment Committee;
- Market Development Committee;
- Nominations Committee;
- Political Donations Committee;
- Remuneration Committee; and the
- Safety, Health and Sustainable Development Committee.
A detailed discussion of the functioning of the Board and its committees may be found in the
Annual Report 2005.
| Structure of the board (%)
![Structure of the board (%) [pie graph]](../../images/ethics/eg_rev_grp1.gif) |
Compliance with regulations and guidelines
AngloGold Ashanti complies with the regulations imposed by all the exchanges on which it is listed, including the King Report on Corporate Governance 2002 (King 2) (South Africa), except in a few areas where the company has chosen otherwise and has fully disclosed such areas in the Annual Report 2005, and is fully compliant with the requirements of the Sarbanes-Oxley Act (USA).
AngloGold Ashanti supports the Universal Declaration of Human Rights and the Fundamental Rights Conventions of the International Labour Organization (ILO). It became a signatory to the United Nations Global Compact following the business combination with Ashanti. Ashanti had been a member since August 2001. AngloGold Ashanti is an active supporter of the Global Compact, and in preparing the Report to Society 2005, has taken these principles into account.
The company is a founding member of the International Council of Mining and Minerals (ICMM) and actively participates in international debate as part of this organisation. The company is also a member of the Council for Responsible Jewellery Practices, established to promote responsible social, ethical, human rights and environmental practice throughout the gold and diamond jewellery chain.
The company became an organisational stakeholder of the Global Reporting Initiative (GRI) in 2004. The GRI is a multi-stakeholder process and independent institution whose mission is to develop and disseminate globally applicable Sustainability Reporting Guidelines. These guidelines are for voluntary use by organisations in their reporting on the economic, environmental, and social dimensions of their activities, products, and services.
The GRI involves the active participation of representatives from business, accountancy, investment, environmental, human rights, research and labour organisations from around the world. Established in 1997, GRI became independent in 2002, and is an official collaborating centre of the United Nations Environment Programme (UNEP) and works in co-operation with the UN Global Compact. In terms of this membership, AngloGold Ashanti is committed to:
- the active promotion of GRI's principles and its broader stakeholder constituency;
- participation in the GRI process; and
- in so far as is practicable, preparing sustainability reports informed by the GRI guidelines and principles and which are available to the public.
AngloGold Ashanti subscribes to ICMM principles
AngloGold Ashanti is a founding member of the International Council on Mining and Metals (ICMM) and subscribes to the ICMM principles of sustainability.
ICMM sustainable development framework – ICMM principles
As members of the ICMM, or as companies that have otherwise agreed to adopt the same performance obligations as ICMM members, we seek continual improvement in our performance and contribution to sustainable development so as to enhance shareholder value. In striving to achieve this, we will:
- implement and maintain ethical business practices and sound systems of corporate governance;
- integrate sustainable development considerations within the corporate decision-making process;
- uphold fundamental human rights and respect cultures, customs and values in dealings with employees and others who are affected by our activities;
- implement risk-management strategies based on valid data and sound science;
- seek continued improvement of our health and safety performance;
- seek continued improvement of our environmental performance;
- contribute to the conservation of biodiversity and integrated approaches to land use planning;
- facilitate and encourage responsible product design, use, re-use, recycling and disposal of our products;
- contribute to the social, economic and institutional development of the communities in which we operate; and
- implement effective and transparent engagement, communication and independently verified reporting arrangements with our stakeholders.
ICMM corporate membership includes a commitment to measure corporate performance against these principles. In this report, AngloGold Ashanti also reports its performance in terms of these principles.
The United Nations Global Compact
Through the power of collective action, the Global Compact seeks to advance responsible corporate citizenship so that business can be part of the solution to the challenges of
globalisation. In this way, the private sector – in partnership with other social sectors – can help realise the UN Secretary-General's vision: a more sustainable and inclusive global economy. The Global Compact is a voluntary corporate citizenship initiative with two objectives:
- to make implementation of the principles a routine feature of business activities around the world; and
- to catalyse actions in support of UN goals.
The Global Compact is not a regulatory instrument – it does not police, enforce or measure the behaviour or actions of companies. Rather, it relies on public accountability, transparency and the enlightened self-interest of companies, labour and civil society to initiate and share substantive action in pursuing the principles upon which the Global Compact is based.
10 principles of the UN Global Compact
The Global Compact's 10 principles in the areas of human rights, labour, the environment and anti-corruption enjoy universal consensus and are derived from:
- the Universal Declaration of Human Rights;
- the International Labour Organization's Declaration on Fundamental Principles and Rights at Work;
- the Rio Declaration on Environment and Development; and
- the United Nations Convention Against Corruption.
The Global Compact asks companies to embrace, support and enact, within their sphere of influence, a set of core values in the areas of human rights, labour standards, the environment and anti-corruption.
Human rights
|
Principle 1: |
Businesses should support and
respect the protection of internationally proclaimed human rights; and |
|
Principle 2: |
make sure that they are not
complicit in human rights abuses. |
Labour standards
|
Principle 3: |
Businesses should uphold the right to freedom of association and the effective recognition of the right to collective bargaining; |
|
Principle 4: |
the elimination of all forms of forced and compulsory labour; |
|
Principle 5: |
the effective abolition of child labour; and |
|
Principle 6: |
the elimination of discrimination in respect of employment and occupation. |
Environment
|
Principle 7: |
Businesses should support a precautionary approach to environmental challenges; |
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Principle 8: |
undertake initiatives to promote greater environmental responsibility; and |
|
Principle 9: |
encourage the development and diffusion of environmentally friendly technologies. |
Anti-corruption
|
Principle 10: |
Businesses should work against all forms of corruption, including extortion and
bribery. |
Information drawn from the United Nations Global Compact website – www.unglobalcompact.org
Risk management
The board has ultimate responsibility for the total risk management process within AngloGold Ashanti and reviews and approves the risk strategy and policies that are formulated by the executive directors and senior management. Management is accountable to the board and has established a group-wide system of internal control to manage significant group risk. The risk management policies are communicated to all relevant employees.
A full review of the risk, control and disclosure processes is undertaken annually to ensure that all additional requirements are incorporated into the system in the future. The systems are in place and the focus is on ensuring that the requirements of the King Code and the Sarbanes-Oxley Act are complied with timeously. In conducting its annual review of the effectiveness of risk management, the board considers the key findings from the ongoing monitoring and reporting process, management assertions and independent assurance
reports. The board also takes account of material changes and trends in the risk profile, and considers whether the control system, including reporting, adequately supports the board in achieving its risk management objectives. The board furthermore receives assurance from the Audit and Corporate Governance Committee, which derives its information, in part, from regular internal and external audit reports on risk and internal control throughout the group.
A full discussion on risk management and internal controls and the risks identified by the company may be found in the
Annual Report 2005.
Disclosure and share trading
AngloGold Ashanti subscribes to a policy of full, accurate and consistent communication in respect of both its financial and operating affairs. To this end the company has adopted a Disclosure Policy, the object of which is to ensure compliance with the rules of the various exchanges on which it is listed and provide timely, accurate and reliable information fairly to all stakeholders including investors (and potential investors), regulators and analysts. Results presentations are conducted four times a year and are made available to all shareholders via the website. All other information that is released into the public domain by the company is made available on the company’s website at
www.anglogoldashanti.com.
AngloGold Ashanti does not permit directors and key employees (that is, employees having access to price-sensitive information) to trade in company shares during closed periods. Directors and key employees are required to follow a formal process before trading in the company’s shares. Closed periods are in effect prior to the publication of the quarterly, half-yearly and year-end results. Where appropriate, a closed period is also effective during periods where major transactions are being negotiated and a public announcement is imminent.
Both the Insider Trading (Market Abuse) and Disclosure Policies are available on the company website.
Codes of ethics and whistle-blowing policy
In order to comply with the company’s obligations in terms of the Sarbanes-Oxley Act and the King Code, and in the interests of good governance, the company has adopted a Code of Ethics for Employees, a Code of Ethics for Senior Financial Officers, and a Whistle-blowing Policy
(See
case study in Report to Society 2004: Whistle-blowers programme - success or
otherwise) that encourage employees and other stakeholders to report confidentially and anonymously acts of an unethical or illegal nature affecting the company’s interests. Both codes and the policy are available on the company website.
All reports made in terms of the whistle-blowing policy are fielded by a third party, Tip-Offs Anonymous, which ensures all reports are treated confidentially or anonymously, depending on the preference of the caller. The information is relayed to management for investigation.
All reports and the progress of the investigations are conveyed to the Audit and Corporate Governance Committee by the group internal audit manager.
Whistle-blowing
Summary of cases reported by category – 2005
CATEGORY
| |
Total |
| Bribery and corruption |
3 |
| Collusion |
1 |
| Enquiry/clarification |
4 |
| Fraud |
20 |
| Grievance |
2 |
| Irregularities |
11 |
| Misappropriation |
4 |
| Misconduct |
23 |
| Unfair labour practice |
4 |
| Grand total |
72 |
All cases reported are duly investigated and reported, disciplinary action taken where necessary and reports made to the relevant authorities for further investigation or action where applicable.
The process is placed under further scrutiny with a report being given to the Audit and Corporate Governance Committee and the Executive Committee on a quarterly basis, including the status of all cases reported and any action taken.
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