Edgar Filing: ANGLOGOLD ASHANTI LTD

Page 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

Report on Form 6-K dated April 03, 2014

Commission File Number 1-14846

AngloGold Ashanti Limited

(Name of registrant)

76 Jeppe Street

Newtown, 2001

(P.O. Box 62117, Marshalltown, 2107)

South Africa

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F.

Form 20-F X Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):

Yes

No X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):

Yes

No X

Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.

Yes No X

Enclosure: ANGLOGOLD ASHANTI ANNUAL FINANCIAL STATEMENTS FOR THE
YEAR ENDED DECEMBER 31, 2013

ANNUAL FINANCIAL STATEMENTS
2013

GUIDE TO REPORTING

AngloGold Ashanti Limited (AngloGold Ashanti) publishes a suite of reports to record its
overall performance annually. The Annual Financial Statements 2013 addresses our
statutory reporting requirements.

The full suite of 2013 reports for AngloGold Ashanti Limited comprises:

Annual Integrated Report 2013, the primary report;

Annual Financial Statements 2013;

Annual Sustainability Report 2013; and

Mineral Resource and Ore Reserve Report 2013.

Other reports available for the financial year are the operational and project profiles and country fact

sheets. The full suite of 2013 reports have been furnished to the United States Securities and

Exchange Commission (SEC) on Form 6-K. These reports are all available on our annual report portal

at www.aga-reports.com.

FOR NOTING:

The following key parameters should be noted in respect of our reports:

Production is expressed on an attributable basis unless otherwise indicated;

Unless otherwise stated, $ or dollar refers to US dollars throughout this suite of reports;

Group and company are used interchangeably, except for in the group and company annual

financial statements;

Statement of financial position and balance sheet are used interchangeably; and

The company implemented an Enterprise Resource Planning System (ERP), i.e. SAP at all its

operations, except for the Continental Africa region. ERP and SAP are used interchangeably.

VISION, MISSION AND VALUES

To create value for our shareholders, our employees and our business and social partners through

safely and responsibly exploring, mining and marketing our products. Our primary focus is gold, but

we will pursue value creating opportunities in other minerals where we can leverage our existing

assets, skills and experience to enhance the delivery of value.

Safety is our first value.

We place people first and correspondingly put the highest priority on safe and healthy

practices and systems of work. We are responsible for seeking out new and innovative

ways to ensure that our workplaces are free of occupational injury and illness. We live each

day for each other and use our collective commitment, talents, resources and systems to

deliver on our most important commitment…to care.

We treat each other with dignity and respect.

We believe that individuals who are treated with respect and who are entrusted to take

responsibility respond by giving their best. We seek to preserve people’s dignity, their sense of

self-worth in all our interactions, respecting them for who they are and valuing the unique

contribution that they can make to our business success. We are honest with ourselves and

others, and we deal ethically with all of our business and social partners.

We value diversity

We aim to be a global leader with the right people for the right jobs. We promote inclusion and

team work, deriving benefit from the rich diversity of the cultures, ideas, experiences and skills

that each employee brings to the business.

We are accountable for our actions and undertake to
deliver on our commitments

We are focused on delivering results and we do what we say we will do. We accept

responsibility and hold ourselves accountable for our work, our behaviour, our ethics and our

actions. We aim to deliver high performance outcomes and undertake to deliver on our

commitments to our colleagues, business and social partners, and our investors.

The communities and societies in which we operate will
be better off for AngloGold Ashanti having been there.

We uphold and promote fundamental human rights where we do business. We contribute to

building productive, respectful and mutually beneficial partnerships in the communities in which

we operate. We aim to leave host communities with a sustainable future.

We respect the environment.

We are committed to continually improving our processes in order to prevent pollution,

minimise waste, increase our carbon efficiency and make efficient use of natural resources. We

will develop innovative solutions to mitigate environmental and climate risks.

CONTENTS

GOVERNANCE

Audit and Corporate Governance Committee - Chairman’s letter

Social, Ethics and Transformation Committee - Chairman’s letter

Corporate governance

FINANCIAL STATEMENTS

Director's approval

Secretary's certificate

Affirmation of financial statements

Directors’ report

Remuneration and Human Resources Committee – Chairman’s letter

Remuneration report

Independent auditor's report

Group financial statements

Company financial statements

193

Principal subsidiaries and operating entities

226

OTHER

Glossary of terms and abbreviations

227

Shareholders’ information

231

Administrative information

236

Forward–looking statements

Certain statements contained in this document, other than statements of historical fact, including, without limitation, those
concerning the economic outlook for the gold mining industry, expectations regarding gold prices, production, cash costs, all-in
sustaining costs, cost savings and other operating results, return on equity, productivity improvements, growth prospects and
outlook of AngloGold Ashanti’s operations, individually or in the aggregate, including the achievement of project milestones,
commencement and completion of commercial operations of certain of AngloGold Ashanti’s exploration and production projects
and the completion of acquisitions and dispositions, AngloGold Ashanti’s liquidity and capital resources and capital
expenditures and the outcome and consequence of any potential or pending litigation or regulatory proceedings or
environmental, health and safety issues are forward-looking statements regarding AngloGold Ashanti’s operations, economic
performance and financial condition. These forward-looking statements or forecasts involve known and unknown risks,
uncertainties and other factors that may cause AngloGold Ashanti’s actual results, performance or achievements to differ
materially from the anticipated results, performance or achievements expressed or implied in these forward-looking statements.
Although AngloGold Ashanti believes that the expectations reflected in such forward-looking statements and forecasts are
reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, results could differ
materially from those set out in the forward-looking statements as a result of, among other factors, changes in economic, social
and political and market conditions, the success of business and operating initiatives, changes in the regulatory environment
and other government actions, including environmental approvals and requirements, fluctuations in gold prices and exchange
rates, the outcome of pending or future litigation proceedings, and business and operational risk management.

For a discussion of such risk factors, refer to the prospectus supplement to AngloGold Ashanti’s prospectus, dated
17 July 2012, that was filed with the United States SEC on 26 July 2013 and to our annual reports on Form 20F and any
prospectus supplement filed with the United States SEC subsequent to the date of this report. These factors are not necessarily
all of the important factors that could cause AngloGold Ashanti’s actual results to differ materially from those expressed in any
forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results.
Consequently, readers are cautioned not to place undue reliance on forward-looking statements. AngloGold Ashanti
undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or
circumstances after the date of these Annual Financial Statements or to reflect the occurrence of unanticipated events, except
to the extent required by applicable law. All subsequent written or oral forward-looking statements attributable to AngloGold
Ashanti or any person acting on its behalf are qualified by the cautionary statements herein. This communication may contain
certain “Non-GAAP” financial measures. AngloGold Ashanti utilises certain Non-GAAP performance measures and ratios in
managing its business. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the
reported operating results or cash flow from operations or any other measures of performance prepared in accordance with
IFRS. In addition, the presentation of these measures may not be comparable to similarly titled measures other companies may
use. AngloGold Ashanti posts information that is important to investors on the main page of its website at
www.anglogoldashanti.com and under the “Investors & media” tab on the main page. This information is updated regularly.
Investors should visit this website to obtain important information about AngloGold Ashanti.

AUDIT AND CORPORATE GOVERNANCE COMMITTEE –
CHAIRMAN’S LETTER

The Audit and Corporate Governance Committee (the Audit Committee), an independent statutory

committee, appointed by the shareholders at the May 2013 Annual General Meeting, takes pleasure

in presenting its report for the financial year ended 31 December 2013. The Audit Committee has

decision-making authority with regards to its statutory duties and is accountable in these regards to

both the board and the shareholders. On all other board delegated responsibilities the Audit

Committee makes recommendations for board approval.

It is the Audit Committee’s principal regulatory duty to oversee the integrity of the group’s internal

control environment and to ensure that financial statements are appropriate and comply with

International Financial Reporting Standards (IFRS) and fairly present the financial position of the

group and company and the results of their operations. The Audit Committee provides regular reports

to the board, which assumes ultimate responsibility for the functions performed by the Audit

Committee, relating to the safeguarding of assets, accounting systems and practices and internal

control processes.

This report is presented in accordance with the company’s Memorandum of Incorporation (MOI), the

requirements of the Companies Act, No. 71 of 2008, as amended, (the Companies Act), the

recommendations contained in the third King Report on Governance for South Africa (King III), as well

as its formally approved charter that is in line with the JSE Listings Requirements.

Management has established and maintains internal controls and procedures, which are reviewed by

the board on a regular basis. These are designed to manage, rather than eliminate, the risk of

business failures and to provide reasonable assurance against such failures.

COMPOSITION

The appointed Audit Committee comprises four independent Non-Executive Directors. Collectively,

the members possess the skills and knowledge to oversee and assess the strategies and processes

developed and implemented by management to manage the business in the continually evolving

mining environment in which AngloGold Ashanti operates, to align operations with corporate

governance best practice and to comply with legislation, regulations and requirements in the

jurisdictions in which AngloGold Ashanti operates.

The statutory duties and general activities of the Audit Committee are set out in its board-approved

terms of reference which is reviewed and updated annually. The Audit Committee’s mandate includes:

monitoring the integrity of the group’s integrated reporting and annual financial statements and all

factors and risks that may impact on reporting;

annually nominating the external auditors for appointment by the shareholders;

determining the external auditors’ remuneration;

pre-approving all non-audit services in line with a formal policy on non-audit services;

assessing the internal and external auditors’ independence;

monitoring and reviewing the effectiveness of the group’s internal and external audit function;

annually reviewing the expertise, appropriateness and experience of the finance function and Chief

Financial Officer;

ensuring a combined assurance model is applied to provide a co-ordinated approach to all

assurance activities;

reviewing developments in governance and best practice;

ensuring that there is an ethics policy in place which is aligned to the strategy of the company; and

evaluating the effectiveness of the committee.

The Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Group General Counsel

and Company Secretary, Senior Vice President: Group Internal Audit, the external auditors, regional

heads of finance, as well as other assurance providers attend relevant committee meetings in an ex

officio capacity and provide responses to questions raised by committee members during meetings.

The Audit Committee meets separately with management, internal audit and external audit at every

scheduled quarterly meeting.

During 2013, the Audit Committee formally met ten times and attendance at these meetings is set out

in the table below:

14 February

4 March

(1)

19 March

(1)

23 April

(1)

8 May

25 June

(1)

1 August

11 September

(1)

31 October

4 December

(1)

Prof LW Nkuhlu Y Y Y Y Y Y Y Y Y Y

(2)(3)

FB Arisman

(3)(4)

R Gasant

(3)

NP January-Bardill

MJ Kirkwood

In attendance

§ Attended as an invitee

8 Apologies

(1)

Special meeting

(2)

Chairman of the Audit Committee

(3)

Members of the Risk and Information Integrity Committee

(4)

Retired from the Board of Directors on 13 May 2013

The Audit Committee assessed its effectiveness through the completion of a self-assessment

process, results were discussed, actions taken and processes put in place to address areas identified

for improvement.

OVERSIGHT OF RISK MANAGEMENT

Notwithstanding the fact that the board has a fully constituted Risk and Information Integrity

Committee (Risk Committee) to assist with the discharge of its duties regarding the integrated risk

management process, the Audit Committee has a vested interest in risk management as a result of its

responsibilities in terms of integrated reporting and combined assurance. To achieve greater

integration between the Audit Committee and the Risk Committee, the majority of the Audit

Committee members, including the Chairman, are also members of the Risk Committee.

INTERNAL AUDIT

Group Internal Audit is a key independent assurance and consulting business partner within

AngloGold Ashanti under the leadership of the Senior Vice President: Group Internal Audit who has

direct access to the chairmen of both the Audit Committee and the board. The Audit Committee has

assessed the performance of the Senior Vice President: Group Internal Audit in terms of the annually

reviewed and approved internal audit charter and is satisfied that the internal audit function is

independent and appropriately resourced, and that the Senior Vice President: Group Internal Audit

has fulfilled the obligations of the position by performing the following functions:

evaluating ethical leadership and corporate citizenship within AngloGold Ashanti;

assessing the governance of risk within AngloGold Ashanti;

reviewing the governance of Information Technology;

assessing compliance with laws, rules, codes and standards;

evaluating the effectiveness of internal controls over financial reporting and internal controls in

general;

reporting findings to management and the Audit Committee and monitoring the remediation of all

significant deficiencies reported; and

implementing a Combined Assurance Framework for the Group.

Group Internal Audit is subject to an independent quality assessment review as required by the

Institute of Internal Auditors’ Standards for the Professional Practice of Internal Audit every 5 years,

the last of which was concluded during 2012. The independent assessment conducted by PwC

yielded a favourable result, which included a benchmark conducted against international peers.

The Audit Committee is of the opinion, having considered the written assurance statement provided

by Group Internal Audit, that the group’s system of internal financial controls is effective and provides

reasonable assurance that the financial records may be relied upon for the preparation of the annual

financial statements.

2013 IN OVERVIEW

During the financial year ended 31 December 2013, the Audit Committee carried out its duties as

required by section 94(2) of the Companies Act, King III, and the committee’s terms of reference in

accordance with its annual plan adopted to manage the discharge of its responsibilities.

Set out below are some highlights from 2013:

Focus area

Actions

Financial statements

Accounting policies

and reporting

standards

Received updates on new accounting standards impacting AngloGold

Ashanti - thereby enabling committee members to probe deeper into the

implications of certain complex financial reporting standards on AngloGold

Ashanti’s financial statements.

Reviewed accounting policies for appropriateness.

The Audit Committee also monitored the project changing the accounting

standard utilised in preparing the annual Form 20F in the United States from

US GAAP to IFRS.

Focus area

Actions

Integrated reporting

Reviewed the integrated report including the group’s annual financial

statements and resource and reserve report. The Audit Committee reviewed

the disclosure of sustainability issues in the integrated report and is satisfied

that these do not conflict with the financial results.

Quarterly and annual

IFRS reports

Reviewed and recommended the quarterly and annual IFRS financial

statements to the board for approval and subsequent submission to the

JSE, SEC and other stock exchanges as applicable, after:

ensuring that complex accounting areas comply with IFRS;

carefully evaluating significant accounting judgements, including but not

limited to environmental rehabilitation provisions, taxation provisions and

the valuation of the portfolio of assets (assessment for impairments) and

estimates;

discussing the accounting treatment of significant and unusual

transactions with management and the external auditors;

reviewing, assessing and approving adjusted and unadjusted audit

differences reported by the external auditors; and

considering the documented assessment of the company’s going

concern status prepared by management which included the key

assumptions for reasonability.

Internal controls

Risk-based internal

audit

Considered the internal control heat-map for AngloGold Ashanti as

presented by Group Internal Audit.

Reviewed and approved the risk-aligned internal audit plan tabled on a

quarterly basis and the detailed combined assurance plan.

Monitored the implementation of significant audit recommendations through

a formal tracking process administered by Group Internal Audit.

External auditors

Recommended the appointment of Ernst and Young Inc. as the external

auditors for 2013, approved the external audit plan and fees for 2013, and

assessed the independence of the external auditors as required in terms of

section 94(8) of the Companies Act, which included consideration of

compliance with criteria relating to independence or conflicts of interest as

prescribed by the Independent Regulatory Board of Auditors.

Approved the appointment of the external auditors to provide independent

limited assurance on certain sustainability indicators as included in the

Sustainability Report.

Pre-approved all non-audit services provided by the external auditors of the

group in terms of the policy on non-audit services.

Focus area

Actions

Combined assurance Monitored the implementation of the AngloGold Ashanti combined

assurance plan. The scope of the technical bottom-up combined assurance

plan were reduced during 2013, but the Audit Committee is comfortable with

other assurance provided by management on technical aspects.

Implementation of

Systems, Applications

and Products in Data

Processing (SAP)

Monitored the impact of the implementation of SAP on the internal control

environment.

The Audit Committee considered all the reports provided by the internal and

external auditors on internal control deficiencies identified related to SAP

and based on its evaluation concluded that none of these deficiencies in

isolation or in aggregate, are material to the integrity and reliability of the

annual financial statements. The Audit Committee, together with the

Risk Committee, will continue to review progress on the remediation of

control deficiencies not yet fully remediated and will also receive feedback

on the benefits realised through this implementation.

Group wide

restructuring

Monitored the impact of the group wide restructuring on the internal control

environment of AngloGold Ashanti.

Internal control

assessment

Considered the results presented by internal and external assurance

providers through the evolving combined assurance framework in order to

conclude on the internal control, risk management and internal financial

control environments within AngloGold Ashanti.

Corporate governance

King III

Monitored the progress and ensured implementation of the requirements of

King III. A register detailing compliance with the principles of King III in 2013

can be found on our website www.anglogoldashanti.com.

Risk

governance

Fulfilled an oversight role regarding financial reporting risks, internal

financial controls, fraud risk and information technology risks as these relate

to financial reporting.

Compliance

Monitored the development and refinement of a global compliance

management framework. The framework allows for a systematic approach

for regions to identify and monitor compliance to major laws, regulations,

standards and codes.

Subsidiary audit

committees

Monitored the proceedings of relevant statutory subsidiary audit committees

during each of its meetings.

FINANCE FUNCTION AND CHIEF FINANCIAL OFFICER

The Audit Committee received feedback on an internal assessment conducted on the skills, expertise

and resourcing of the finance function and was satisfied with the overall adequacy and

appropriateness of the function. The Audit Committee further reviewed the expertise and experience

of the previous and current Chief Financial Officers, Srinivasan Venkatakrishnan and Richard Duffy

and was satisfied with the appropriateness thereof.

WHISTLE-BLOWING

The Audit Committee received quarterly updates on AngloGold Ashanti’s whistle-blowing process.

Reports received and investigated did not reveal any malpractice relating to the accounting practices,

internal financial controls, internal audit function and the content of the company’s financial

statements.

LOOKING FORWARD

AngloGold Ashanti has seen the successful and timely implementation of a single SAP instance in all

its operations, excluding the Continental Africa Region during 2013. The implementation of SAP had

a definitive impact on the internal control and internal financial control environment of the group.

Control deficiencies were identified, none of which, in isolation or in aggregate, are material to the

integrity and reliability of the annual financial statements. The Audit Committee, together with the

Risk Committee, will continue to review progress on the remediation of control deficiencies reported

and will also receive feedback on the benefits realised through this implementation.

The Audit Committee will continue to closely monitor the impact of the staff reductions on the internal

control environment during 2014.

STATEMENT ON INTERNAL CONTROL

Based on the results of the formal documented review of the company’s system of internal controls

and risk management, including the design, implementation and effectiveness of the internal financial

controls conducted by Group Internal Audit and other identified assurance providers in terms of the

evolving combined assurance model and considering information and explanations given by

management and discussions with both the internal and external auditors on the results of their

audits, assessed by the Audit Committee, nothing has come to the attention of the board that caused

it to believe that the company’s system of internal controls and risk management is not effective and

that the internal financial controls do not form a sound basis for the preparation of reliable financial

statements.

The opinion of the board is supported by the Audit Committee.

ANNUAL FINANCIAL STATEMENTS

The Audit Committee has evaluated the consolidated and separate annual financial statements for the

year ended 31 December 2013 and concluded that they comply, in all material aspects, with the

requirements of the Companies Act, International Financial Reporting Standards, and JSE Listing

Requirements. The Audit Committee therefore recommended the approval of the annual financial

statements to the board.

CONCLUSION

The Audit Committee is satisfied that it has considered and discharged its responsibilities in

accordance with its mandate and terms of reference during the year under review.

Prof Wiseman Nkuhlu

Chairman: Audit and Corporate Governance Committee

18 March 2014

SOCIAL, ETHICS AND TRANSFORMATION COMMITTEE -
CHAIRMAN’S LETTER

The Social, Ethics and Transformation Committee (SE&T) is constituted as a statutory committee of

AngloGold Ashanti in compliance with Sections 72(4) and Regulation 43 of the Companies Act. It was

established on 30 April 2012 and comprised five members as at 31 December 2013, the majority of

whom are independent Non-Executive Directors.

The SE&T has terms of reference that set out its roles and responsibilities which comply with the

Companies Act and the guidelines of King III and are approved by the board of directors. The terms of

reference are available on the company’s website.

The SE&T has an executive sponsor nominated by the Chief Executive Officer in the person of the

executive vice president responsible for the group’s sustainability function. The executive sponsor

assists in the general running of the committee.

PURPOSE AND MANDATE OF THE COMMITTEE

The purpose of the SE&T is to assist the board in discharging its responsibilities relating to (i) the

functions of a Social and Ethics Committee as contemplated by the Companies Act; (ii) Safety, Health

and the Environment; (iii) Transformation and Localisation; (iv) Ethical Conduct of the Company and

its officers; and (v) recommending to the board support for the promotion of democracy in the

jurisdictions in which the company operates.

Key areas of the committee’s responsibilities which are monitoring in nature, include the following:

Sustainable development;

Social and economic development;

Corporate citizenship;

Human rights;

Safety, health and environment;

Transformation, empowerment and localisation;

Labour relations and employment;

Compliance with the Code of Ethics and Business Principles;

Stakeholder relations; and

Regulatory, statutory and legislative compliance.

ACTIVITIES IN 2013

In 2013, the committee became fully operational, and pursuant to its duties and responsibilities as

outlined above, the SE&T monitored the following activities of the company:

The company’s programmes on safety, health and the environment through regular reports from

the Safety, Health and Environment committee;

The group’s progress in complying with transformation targets set by the Mining Charter and the

Department of Mineral Resources in South Africa;

Transformation activities at the group’s other operations, especially in relation to developing local

talent and skills;

Activities relating to stakeholder management;

Community improvement programmes and spend in that regard, as well as ensuring that such

spend is guided by criteria that seek to promote achievement of the company’s business

objectives;

Systems and programmes in place to enable the group to comply with relevant laws and

regulations; and

Labour relations environment and advised on developing strategies to improve the landscape of

labour relations.

In addition, the committee performed the following activities:

Reviewed and approved, jointly with the SHE committee, the Sustainability Report 2012;

In order to strengthen the company’s compliance with anti-corruption and anti-bribery legislation, a

revised risk-based compliance framework was presented to the committee and implemented; and

The Committee’s mandate was revised to include that of the Party Political Donations Committee.

The committee’s mandate was revised in November 2013 to include oversight on activities to support

democracy in the company’s operational jurisdictions.

PERFORMANCE EVALUATION

The committee carried out a performance self-evaluation for 2013, the results of which showed that

the committee had made significant progress in fulfilling its mandate. A few areas which were

highlighted for improvement will be focused on during 2014.

MEETING ATTENDANCE BY MEMBERS OF THE COMMITTEE DURING 2013

Name of director

15 February

19 March

9 May

2 August

1 November

NP January-Bardill

(1)

M Cutifani

(2)

WA Nairn

(3)

Prof LW Nkuhlu

MJ Kirkwood

SM Pityana

RJ Ruston

In attendance

8 Apologies

(1)

Chairman of the Social, Ethics and Transformation Committee

(2)

Resigned with effect from 1 April 2013

(3)

Retired on 13 May 2013

The Social, Ethics and Transformation Committee is satisfied that, in 2013, it fulfilled its mandate in

accordance with its terms of reference.

Ms Nozipho Patricia January-Bardill

Chairman: Social, Ethics and Transformation Committee

18 March 2014

CORPORATE GOVERNANCE

In exercising its governance oversight, the board of AngloGold Ashanti is cognisant that sound

governance practices are key to earning and sustaining the trust and confidence of the company’s

stakeholders, which are critical to the achievement of the company’s business objectives as well as

creating and sustaining shareholder value. Thus, best practices in corporate governance continued to

be the guiding principle of how the company operates.

AngloGold Ashanti subscribes to the principles of the King Code on Corporate Governance (King III)

given the company’s primary listing on the JSE and as reported at the end of 2012, the company had

applied all the principles of King III. However, on 17 February 2014, the board elected

Pityana, a non-independent Non-Executive Director to replace Mr TT Mboweni, an

independent Non-Executive Director, who stood down as the Chairman of the board. The board

appointed Prof LW Nkuhlu as lead independent director in line with the recommendation of King III

that such an appointment be considered where the board chairman is not independent. The board

and management recognise that application of King III requires continuous updating and monitoring of

governance structures, procedures and processes. Therefore, during 2013, the company continued to

refine its governance processes and procedures as required by King III, through maintaining a

compliance register. The register is available on the company’s website, www.anglogoldashanti.com,

and is regularly updated. The company’s application of the principles contained in chapter 2, which

link up to other chapters of the King III, is set out below. In addition some of the activities undertaken

during 2013 to further strengthen our governance processes are included in the highlights of the

activities of the board and committees from page 24.

CORPORATE GOVERNANCE – KING III COMPLIANCE

Analysis of the application as at March 2014 by AngloGold Ashanti of Chapter 2 of the King Code of

Governance for South Africa, 2009 (King III).

Area

Requirement

Status

Comments

2. Boards and directors

Role and

function of the

board

2.1

The board should act as

the focal point for and

custodian of corporate

governance

Applied

The board has a documented charter in place that

deals with the roles, responsibilities and

accountabilities of the board. Meetings are conducted

on a regular basis, at least quarterly, following a

formal agenda. The board is supported by nine

committees that have been delegated responsibility to

deal with specific matters in more detail and provide

feedback to the full board. These committees include

the Audit and Corporate Governance (Audit

Committee); Social, Ethics and Transformation;

Remuneration and Human Resources; Risk and

Information Integrity (R&II) and the Executive

Committee. To ensure that the board executes all its

responsibilities, a full annual plan has been

developed that is assessed at the end of each

meeting to ensure full coverage of standard agenda

items.

Area

Requirement

Status

Comments

2.2

The board should

appreciate that strategy,

risk, performance and

sustainability are

inseparable

Applied

The board is cognisant that its business strategies

are not achievable without effectively managing its

risk environment in a sustainable manner. It is for

this reason that the board has established the risk

management and sustainability frameworks.

2.3

The board should

provide effective

leadership based on an

ethical foundation

Applied

The board has approved a strategy for AngloGold

Ashanti designed to ensure that the vision and

mission of the company is achieved over the long

term to ensure a sustainable business. The execution

of the strategy takes place within the confines of a set

of clearly articulated values and business principles.

These values and principles are further refined and

explained in more detail in the company’s Code of

Ethics and Business Principles (Our Code). Our Code

was fully endorsed by the Board of Directors and the

Executive Committee.

2.4

The board should

ensure that the

company is and is seen

to be a responsible

corporate citizen

Applied

The vision and mission of the group is clearly

articulated and supported by six values that aim to

ensure that the company is a responsible corporate

citizen. AngloGold Ashanti is committed to ensuring it

contributes to improving the lives of the communities

in which it operates and formally reports on. The

company provides essential information on its global

community improvement initiatives in the Annual

Sustainability Report that is available on the

company’s website.

2.5

The board should

ensure that the

company’s ethics are

managed effectively

Applied

To provide direction and clarity on “grey” areas,

various policies have been developed for, among

other matters, conflicts of interest, gifts and

hospitality, anti-bribery and anti-corruption. These

policies were reviewed and approved by the

Executive Committee and are communicated to all

employees. Our Code and other training, in various

forms, including e-learning, has been and is being

rolled out corporation wide. Training completion

statistics are published to the Executive Committee

and the relevant board committee. AngloGold

Ashanti has implemented a combined assurance

process to provide the board with the necessary

assurance that there is alignment between the

strategy of the group risk management and the

implementation and execution of controls to manage

the identified risks effectively. Ethical and

compliance risk is being factored into the risk and

combined assurance processes.

2.6

The board should

ensure that the

company has an

effective and

independent audit

committee

Applied

The Audit Committee consists only of independent

Non-Executive Directors who meet quarterly and

hold special meetings when required. It is

considered one of the most effective committees as

evidenced by the annual performance evaluations.

Three of the four Audit Committee members are

financially literate. The Chairman, Prof Nkuhlu, who

is the board designated financial expert, is well

respected within the financial community, both

locally and internationally, and serves on various

accounting standard setting panels.

Area

Requirement

Status

Comments

2.7

The board should be

responsible for the

governance of risk

Applied

The board is assisted by the R&II in discharging its

responsibilities with respect to risk management. On

a quarterly basis, the board, through the R&II,

discusses the top risks (both imminent and longer

term), facing the company as well as control

strategies to manage them. The company has a

comprehensive risk register which is continuously

updated. Refer to Principle 4 on the website register

for a detailed explanation on the governance of risk.

2.8

The board should be

responsible for

information technology

(IT) governance

Applied

The R&II also assists the board in discharging its

responsibilities relating to the effective and efficient

management of IT resources and the integrity of

information. In order to achieve the strategic

objectives of AngloGold Ashanti, governance of IT is

discussed and reviewed at each R&II meeting with

formal feedback provided by its chairman to the

board. An IT charter has been established and the

board has approved the Control Objectives for IT

(COBIT) Governance Framework to be applied by

AngloGold Ashanti.

2.9

The board should

ensure that the

company complies with

applicable laws and

considers adherence to

non-binding rules,

codes and standards

Applied

AngloGold Ashanti’s Compliance Statement states

that AngloGold Ashanti will comply not only to the

letter, but with the spirit of all legislation in all the

countries in which we operate. To give effect to this

statement, the Vice President: Group Compliance is

working with management, and group legal counsel

under the direction of the Audit Committee, on a

global regulatory framework to facilitate the

monitoring of compliance to applicable laws and

adherence to non-binding rules, codes and

standards. This framework is being completed and

AngloGold Ashanti will continue to monitor

compliance in 2014 and beyond through, among

other things, country-specific heat maps evidencing

regulatory compliance and certifications of

compliance from operations.

2.10

The board should

ensure that there is an

effective risk-based

internal audit

Applied

AngloGold Ashanti has an independent and

objective Group Internal Audit department (GIA), the

stature of which meets the standards set by the

Institute of Internal Auditors for the Professional

Practice of Internal Auditing and Code of Ethics. GIA

activities are set out in the Internal Audit Charter

and are reviewed and approved by the Audit

Committee on an annual basis. The charter deals

with the reporting lines of the Head of GIA, access

to unrestricted information and resources of the

company, as well as roles and responsibilities of the

GIA. The Audit Committee exercises oversight

responsibilities over the GIA and the head of GIA

has unrestricted access to the chairman of the

committee and other committee members when

necessary. The Audit Committee ensures that GIA

has the required resources at all times to execute its

mandate.

Area

Requirement

Status

Comments

2.11

The board should

appreciate that

stakeholders’

perceptions affect the

company’s reputation

Applied

The board is cognisant that AngloGold Ashanti’s

vision to become the leading mining company

cannot be realised without the contribution of all

stakeholders, including shareholders, employees,

communities and governments. The board, CEO

and other members of the Executive Committee

continuously engage with stakeholders to explain

the company’s activities.

2.12

The board should

ensure the integrity of

the company’s

integrated report

Applied

The Annual Integrated Report is reviewed by the

Audit Committee and recommended for approval by

the board.

2.13

The board should report

on the effectiveness of

the company’s system

of internal controls

Applied

The board (through the Audit Committee) assesses

annually the adequacy of the company’s internal

control system. A rigorous assessment of controls

covering key governance areas including ethics, risk

management, information technology, legal and

regulatory compliance is conducted, led by GIA

through combined assurance. Management

provides an assessment of the effectiveness of

internal controls including internal controls over

financial reporting for review by the Audit Committee

and a recommendation is made to the board for

consideration and inclusion in the Annual Financial

Statements.

2.14

The board and its

directors should act in

the best interests of the

company

Applied

The board is aware of its fiduciary duties requiring it

to act collectively, and individually, in the best

interests of the company. The board comprises an

appropriate mix of skills, enabling it to interrogate all

aspects of the company’s operations and provide

the required leadership.

2.15

The board should

consider business

rescue proceedings or

other turnaround

mechanisms as soon as

the company is

financially distressed as

defined in the

Companies Act

Not

applicable

The solvency and liquidity of the company are

frequently monitored as well as bank balances, the

debt maturity profile and other appropriate financial

and cost metrics. The Audit Committee is presented

with a half yearly going-concern analysis.

2.16

The board should elect

a chairman of the board

who is an independent

Non-Executive Director.

The CEO of the

company should not

also fulfil the role of

chairman of the board.

Explained

The roles of the CEO and chairman are separate.

During February 2014 the board elected a non-

executive chairman who is not independent in terms

of the guidance provided to assess independence.

The board has however, in accordance with the

recommendations of King III, appointed a Lead

Independent Director to support the newly elected

chairman and to provide the required independence.

The chairman’s role and responsibilities are clearly

set out in a role description which was approved by

the board.

2.17

The board should

appoint the CEO and

establish a framework

for the delegation of

authority

Applied

Appointment of the CEO is one of the duties that the

board has reserved for its sole authority. The board

has in place a Delegation of Authority Policy

detailing the authority levels of the CEO and senior

management are regularly reviewed to ensure it

Area

Requirement

Status

Comments

remains appropriate to the needs of the company

and effectively fulfils its purpose of facilitating

decision-making. Without abdicating accountability,

the CEO has formally further delegated some of his

authority to the executive and senior management

team.

Composition

of the board

2.18

The board should

comprise a balance of

power, with a majority

of Non-Executive

Directors. The majority

of Non-Executive

Directors should be

independent

Applied

As at the end of February 2014, the 9-member

unitary board comprised six independent Non-

Executive Directors, one Non-Executive Director

who is not independent, and two executive directors.

Board

appointments

process

2.19

Directors should be

appointed through a

formal process

Applied

The board is authorised by the company’s

Memorandum of Incorporation to appoint new

directors based on the recommendations of the

Nominations Committee. The Nominations

Committee assists in identifying and assessing

suitable candidates for appointment to the board.

Newly appointed directors are required to retire at

the next annual general meeting following their

appointment and stand for election by shareholders.

Eligibility for appointment as a director is guided by

the Director’s Fit and Proper Standards Policy,

requirements of the Companies Act, recommenda-

tions of King III and best practice. One third of the

directors retire annually and if eligible and

recommended by the board, make themselves

available for re-election by shareholders at the

Annual General Meeting.

Director

appointment

2.20

The induction of and

ongoing training and

development of

directors should be

conducted through

formal processes

Applied Newly appointed directors undergo a

comprehensive induction training guided by the

Director’s Induction Policy. Training includes one-

on-one briefings on the company and its operations

by the Chairman, Executive Committee members

(including the CEO and CFO), the Company

Secretary and the chairman of the Audit Committee.

Newly appointed directors are also provided with

written background information about the company

and the duties of directors. Directors receive ad hoc

training on their duties and other relevant matters.

Company

Secretary

2.21

The board should be

assisted by a

competent, suitably

qualified and

experienced Company

Secretary

Applied

The board has appointed a suitably qualified

Company Secretary, and formally assesses the

competence, qualifications and experience of the

Company Secretary annually as required by the JSE

Listings Requirements. The independence of the

Company Secretary in relation to the company and

members of the board is also assessed. The

outcome of these assessments is included in this
report on page 23

Performance

assessment

2.22

The evaluation of the

board, its committees

and the individual

directors should be

performed every year

Applied

A performance self-evaluation by the board and its

committees is performed annually and the

evaluation is facilitated either internally or externally

by an independent evaluator; the latter within a

three-yearly cycle. The following evaluations are

Area

Requirement

Status

Comments

conducted: performance of the board and

committees; performance of individual Non-

Executive Directors; independence of the Non-

Executive Directors classified as “independent”; and

performance of the Chairman.

Board

committees

2.23

The board should

delegate certain

functions to well-

structured committees

but without abdicating

its own responsibilities

Applied

The board has established the committees noted on

page 20. The board charter and the terms of

reference of all committees clearly state that the

board does not abdicate its responsibilities through

this delegation. The board appoints the members of

all committees except the members of the Audit

Committee who are appointed by the shareholders

at the Annual General Meeting. The terms of

reference of the committees are approved by the

board annually or as necessary after they have

been reviewed by the committees.

Group boards

2.24

A governance

framework should be

agreed between the

group and its subsidiary

boards

Applied

The activities of the main subsidiary boards are

reported to the board. The captive insurance

company in the group, AGRe Insurance Company

Limited, which is regulated by the Financial Services

Board (FSB), has its own audit committee.

Remuneration

of directors

and senior

executives

2.25 Companies should

remunerate directors

and executives fairly

and responsibly

Applied

The board recognises the need to remunerate

directors and executives fairly and equitably and in

this regard, on an annual basis, the board, through

the Remuneration and Human Resources

Committee, contracts the services of an

independent consultant, to advise it on remuneration

trends, both locally and globally. The board

considers this advice in setting executive

remuneration and in making recommendations to

shareholders on Non-Executive Directors’ fees.

2.26 Companies should

disclose the

remuneration of each

individual director and

each prescribed officer

Applied

The remuneration of executive and Non-Executive

Directors, as well as the remuneration of prescribed

officers is disclosed in note 35 to the group annual

financial statements.

2.27 Shareholders should

approve the company’s

remuneration policy

Applied

The company seeks annually, in accordance with

market practice, a non-binding vote on its

remuneration policy from shareholders at the Annual

General Meeting.

The company has also implemented the last major outstanding requirement of the Companies Act,

being the adoption of a new Memorandum of Incorporation (MOI) which was approved by

shareholders on 27 March 2013. A copy of the MOI is available on the company’s website.

CORPORATE GOVERNANCE STRUCTURE

The company is governed by a unitary board of directors, supported by board committees and the

Executive Committee. The governance of the company is guided by internal policies and external

laws, rules, regulations and best practice guidelines as detailed in the corporate governance structure

below, details of which are available on the company’s website at www.anglogoldashanti.com/

sustainability, under corporate governance and policies.

* Committee Chairman

BOARD OF DIRECTORS

BOARD COMMITTEES

NON-EXECUTIVE DIRECTORS
SM Pityana (Chairman)
R Gasant
NP January-Bardill
MJ Kirkwood
TT Mboweni
LW Nkuhlu (Lead Independent Director)
RJ Ruston

EXECUTIVE DIRECTORS

S Venkatakrishnan

Chief Executive Officer

RN Duffy

Chief Financial Officer

AUDIT AND
CORPORATE
GOVERNANCE
COMMITTEE
LW Nkuhlu *
MJ Kirkwood
NP January-Bardill
R Gasant

SOCIAL, ETHICS
AND
TRANSFORMATION
COMMITTEE
NP January-Bardill *
MJ Kirkwood
LW Nkuhlu
SM Pityana
RJ Ruston

SAFETY, HEALTH
& ENVIRONMENT
COMMITTEE
SM Pityana *
NP January-Bardill
LW Nkuhlu
RJ Ruston

INVESTMENT
COMMITTEE
R Gasant *
MJ Kirkwood
TT Mboweni
SM Pityana
RJ Ruston
S Venkatakrishnan

REMUNERATION
AND HUMAN
RESOURCES
COMMITTEE
MJ Kirkwood *
TT Mboweni
LW Nkuhlu
SM Pityana
RJ Ruston

NOMINATIONS
COMMITTEE
SM Pityana *
NP January-Bardill
MJ Kirkwood
R Gasant
TT Mboweni
LW Nkuhlu
RJ Ruston

RISK AND
INFORMATION
INTEGRITY
COMMITTEE
RJ Ruston *
R Gasant
LW Nkuhlu
SM Pityana
S Venkatakrishnan

EXECUTIVE
COMMITTEE
S Venkatakrishnan *
I Boninelli
CE Carter
RN Duffy
GJ Ehm
RW Largent
D Noko
MP O’Hare
ME Sanz
YZ Simelane

ASSURANCE

Internal Audit
Combined Assurance

External Audit

Independent Assurance
– Sustainability Report

Reserves and
Resources

SOX Compliance

RISK
MANAGEMENT

GLOBAL IT
STEERING
COMMITTEE

JSE Listing Requirements
New York Stock Exchange rules
Companies Act No. 71 of 2008, as amended
Sarbanes Oxley Act, 2002
King Report on Corporate Governance (King III)
Employment Equity Act of South Africa
Anti-Corruption Legislation – UK, SA and USA
Safety and Environmental Laws of Operational Jurisdictions
Labour Laws of Operational Jurisdictions

MAJOR EXTERNAL LEGISLATION

Memorandum of Incorporation
Board Charter
Director’s Induction Policy
Terms of Reference of board committees
Code of Business Principles and Ethics
Delegation of Authority
Insider Trading
Human Rights
Whistle-blowing
Safety
Compliance Policy Statement
Anti-Bribery and Anti-Corruption
Gifts, Hospitality and Sponsorship
Conflicts of Interest
Code of Ethics for senior financial officers
Risk Management Policy Statement
HIV AIDS Policy
Procurement Policy
Social Media Policy

MAJOR GROUP POLICES/CHARTERS

Role and composition of the board

The strategic leadership of AngloGold Ashanti is the responsibility of a unitary board, comprising nine

directors: six of whom are independent Non-Executive Directors, one Non-Executive Director who is

not independent, and two executive directors as at 31 December 2013.

Following the retirement of three members of the board in 2013, the board reviewed its skills set and

has determined additional skills required to augment its technical capabilities in 2014.

The duties, responsibilities and powers of the board, delegation of authority and the matters reserved

for the board are all set out in the Board’s Charter, which is available on the company’s website.

The composition of the board is such that diversity of views are contributed to discussions and there is

a balance of power, so no individual director or group of directors dominate board processes or

decision-making.

Role of the Chairman

In 2013 the board was led by an Independent Chairman, Mr TT Mboweni. On 17 February 2014,

Mr Mboweni stepped down as Independent Chairman and Mr SM Pityana was unanimously

appointed Non-Executive Chairman by the board. The board appointed Prof LW Nkuhlu as Lead

Independent Director to provide the required independence recommended by King III. The roles and

responsibilities of the Chairman of the board are documented and approved by the board and are

separate from those of the Chief Executive Officer. The Chairman leads the board and is responsible

for ensuring its effectiveness in discharging its duties. The Chairman is re-appointed annually in

accordance with King III and the results of the annual performance evaluation guide this process.

Lead Independent Director

In line with the recommendations of King III, the board appointed the Chairman of the Audit and

Corporate Governance Committee as Lead Independent Director (LID). The principal role of the LID is

to act when the board chairman is not present or is unable to perform his duties for other reasons,

including a conflict of interests. The LID also serves as liaison between the Non-Executive Directors

and the board chairman.

Appointment and rotation of directors

Several factors including the requirements of relevant legislation, best practice recommendations,

qualifications and skills of a prospective board member and the requirements of the Director’s Fit and

Proper Standards of the company, as well as regional demographics are considered in appointing

board members. New directors are appointed pursuant to the recommendations of the Nominations

Committee, which conducts a rigorous assessment of the credentials of each candidate. Newly

appointed directors are required to retire at the next annual general meeting following their

appointment and to stand for election by shareholders. Mr RN Duffy, having been appointed with

effect from 1 June 2013 will stand for election at the Annual General Meeting to be held on

14 May 2014.

In terms of the company’s MOI, one third of the directors are required to retire at each Annual General

Meeting. The board has determined that the directors to stand for re-election at the Annual General

Meeting to be held on 14 May 2014 are Messrs TT Mboweni, SM Pityana and R Gasant. Mr Mboweni

has decided not to make himself available for re-election.

The summary of the background and qualifications of each director are set out under Board and

Executive Management from page 32 of this report.

Induction and on-going education

Newly appointed directors undergo an induction programme and are provided with relevant

information about the company, governance structures and processes to facilitate their understanding

of the company and to undertake their responsibilities and duties effectively. Briefing sessions are

also arranged with members of the Executive Committee.

Compensation of directors

Non-Executive Directors receive fees for their services as directors including fees for their

membership of committees and an allowance for travelling internationally to attend meetings. These

fees and allowances are fixed by shareholders at the Annual General Meeting. Further details of

executive and Non-Executive Directors’ remuneration and fees are included in group note 35 to the

financial statements. At the Annual General Meeting to be held on 14 May 2014, shareholders will be

requested to approve amended directors’ fees, including a travel allowance.

Independence of directors

Determination of independence of directors is guided by King III, the Companies Act, the

requirements of the JSE and the New York Stock Exchange independence test, the company’s

internal policy on independence, as well as best practice. The independence of all Non-Executive

Directors categorised as independent is assessed annually against the set criteria. The board

evaluated the independence of the directors described as such for the 2013 financial year taking into

consideration information available to the board at the time. All the assessed directors were found to

be independent in terms of character and judgement.

King III provides that assessment of the independence and performance of directors who have been

serving on the board for more than nine consecutive years should be more rigorous than for those

who have been appointed more recently. As at 31 December 2013, none of the company’s

independent directors had served for that length of time. From a commercial perspective, Mr Pityana

is not considered independent following a commercial transaction during 2013 concluded between

AngloGold Ashanti and Izingwe Property Managers (Pty) Limited, a related party of Mr Pityana.

Performance evaluations

Evaluation of the performance of the board, committees, individual directors, independence of

independent directors, performance and independence of the board chairman and Non-Executive

Directors’ self-evaluation, are conducted annually facilitated either internally (self-evaluation) or

externally by an independent party.

During 2013, the board implemented a number of remedial measures to address certain issues

identified in the previous year’s evaluations. Improvements resulting from implementation of these

action plans included the following:

Quality of the contents of board and committee meeting documents were enhanced, leading to

more productive meetings;

More timely submission of meeting papers resulting in better preparation for meetings and more

productive discussions and decision-making;

Introduction of electronic systems of delivering board and committee meeting papers assisted in

the timely distribution of meeting documents; and

Improvement of communication flow between management and the Non-Executive Directors

between quarterly meetings.

Questionnaires for the 2013 evaluations were completed in December. The results were discussed in

February 2014 and action plans were developed to address the following areas:

Composition of the board and committees to enhance their efficiency and effectiveness;

Strategy setting and risk management – increase involvement of Non-Executive Directors in

strategy development and in determining the group’s risk appetite; and

Greater levels of engagement between management and Non-Executive Directors.

Company Secretary

The Company Secretary, Ria Sanz Perez, is responsible for developing, implementing and

maintaining effective processes and procedures to support the board and its committees in the

effective discharge of their duties and responsibilities. She advises the board and individual directors

on their fiduciary duties and on corporate governance requirements and best practices.

In line with the JSE Listings Requirements, the board evaluated the qualifications, competence and

experience of the Company Secretary in December 2013 and was satisfied that Ria is qualified to

serve as Company Secretary. The board also confirmed her independence and her arms-length

relations with the board noting that she is not a director of the company and has no personal

connections with any of the directors. Ria’s qualifications and experience can be viewed in the section

under Board and Executive Management and on the website.

Role of the Chief Executive Officer

The company’s Chief Executive Officer, supported by nine executive officers, is responsible for the

execution of the company’s strategy and the day-to-day running of the business.

Executive committee

The day-to-day management of the group’s affairs is vested in the Executive Committee, chaired by

the Chief Executive Officer and comprising 10 members. The committee’s work is supported by

country and regional management teams as well as group corporate functions.

On 21 May 2013, a major restructuring of the Executive Committee was undertaken to position the

team to address the strategy and current imperatives of the company.

Chief Financial Officer

Richard Duffy was appointed as Chief Financial Officer on 1 June 2013 to replace

Srinivasan Venkatakrishnan. As required by the JSE Listings Requirements, the Audit and Corporate

Governance Committee, at its meeting held on 13 February 2014, considered and expressed its

satisfaction at the level of expertise and experience of Messrs Duffy and Venkatakrishnan as current

and previous Chief Financial Officers of AngloGold Ashanti during 2013.

The committee concluded that, they, together with other members of the financial management team,

had effectively and efficiently managed the group’s financial affairs during the period under review as

detailed in the Chief Financial Officer’s report included in the Annual Integrated Report 2013.

Prescribed Officers

In terms of Section 66(10), and regulation 38 of the Companies Act, AngloGold Ashanti has

determined that all members of the Executive Committee are prescribed officers.

The resumés of the prescribed officers are disclosed under Board and Executive Management from

page 32 of this report. The remuneration of Prescribed Officers (which includes the three highest paid

employees, other than Executive Directors), is reported on an individual basis in group note 35.

BOARD COMMITTEES AND THEIR FUNCTIONS

Key activities of the board and committees during 2013

The activities of the board and committees during 2013 were aimed at building a sustainable business

by ensuring its financial viability. Its operations are conducted with due regard to the expectations

and or needs of its stakeholders; safety and health of its employees and communities; development of

systems to ensure proper access to and dissemination of credible information; and the goal of

achieving best practice in corporate governance.

Enhancement activities of committees during 2013 include:

Each committee had an executive sponsor nominated by the Chief Executive Officer to assist in

the general running of the committee. Among other duties executive sponsors ensure that meeting

papers are in line with the standard approved format for board and committee submissions and

that the contents of the papers are relevant to the strategic mandate of the committees. They also

determine management attendees to committee meetings to facilitate fruitful discussions and

deliberations. The responsibilities of the executive sponsors are included in the terms of reference

of committees;

The terms of reference of all committees were revised to align them with the contents of the

company’s new MOI, the Companies Act, the guidelines of King III and best practices in corporate

governance; and

The format and content of committee papers were reviewed to improve alignment with the

strategic mandates of the committees.

Below is a summary of the major activities of the board and its committees during 2013:

Board of Directors

The board is charged with the overall governance of AngloGold Ashanti

and discharges these responsibilities in accordance with good governance

principles and the expectations of the company’s stakeholders.

Highlights of the board’s activities during 2013:

Following the resignation of the former Chief Executive Officer with

effect from 1 April 2013, ensured stability of executive management by

putting in place interim leadership with the appointment of

Messrs AM O’Neill and S Venkatakrishnan as joint group Chief

Executive Officers.

Appointment of a new Chief Executive Officer in May 2013.

Appointment of a new Chief Financial Officer in June 2013.

Reviewed board committee structures and mandates to improve their

effectiveness and efficiency.

Established a Technical Advisory Group, which will become operational

in 2014, to advise the board and management on technical operational

matters.

Reviewed the skills set of the board resulting in a decision to recruit an

additional director with the requisite technical skills in 2014.

Monitored implementation of strategy by the Executive Committee and

assessed progress against set objectives.

Evaluated and approved strategy and ensured business plans were

aligned with needs of the business and stakeholders’ expectations.

Discussed and approved management’s budget proposals.

Evaluated performance of the board, individual Non-Executive

Directors and committees.

Adopted a new constitutional document (Memorandum of

Incorporation) and recommended it to shareholders for approval as

required by the Companies Act.

Kept abreast with material legal and regulatory developments in

operational jurisdictions.

Reviewed and approved a revised group’s Delegation of Authority

Policy to improve and facilitate decision-making.

Post year-end, appointed new board Chairman after the former

Chairman stood down.

Audit and Corporate

Governance Committee

(Audcom)

The overall role of the Audit and Corporate Governance Committee is to

ensure the integrity of financial reporting and the establishment and

maintenance of appropriate governance structures and processes.

Highlights of key activities of the committee during 2013:

Reviewed and assessed the integrity of published financial statements

to ensure their preparation was in accordance with relevant accounting

standards and other requirements.

Considered and confirmed the independence of the external audit firm

and recommended its re-appointment by shareholders.

Considered and approved the audit fees.

Considered and approved the internal and external audit plans and

monitored performance against these plans.

Ensured that the internal audit department had the required resources

to deliver on its mandate.

Considered internal audit reports and monitored implementation of

remedial actions to address any adverse findings.

Reviewed and pre-approved non-audit services and related fees in

accordance with policy on the approval of non-audit services.

Evaluated and confirmed the competence and professionalism of the

Chief Financial Officer in accordance with the JSE Listing

Requirements.

Evaluated the accounting issues that impacted the group and

company’s financial statements.

Reviewed major legal cases and disputes that impacted or could

impact the company financially.

Reviewed and recommended the Annual Integrated Report 2012 and

Annual Financial Statements 2012 to the board for approval.

Held closed sessions with external and internal auditors, Group

General Counsel and financial management to discuss any issues they

may be facing in executing their responsibilities and advised

accordingly.

More details of the activities of this committee are available in the Audit

and Corporate Governance Committee Chairman’s letter on page 5 of this

report.

Remuneration and

Human Resources

Committee (Rem&HR)

The role of the Remuneration and Human Resources Committee is to

assist the board in discharging its responsibilities relating to executive

compensation and Non-Executive Directors’ fees and the development of

the company’s human resources.

Highlights of key activities of the committee during 2013:

Considered and recommended implementation of a retention scheme

for executive management following the resignation of the then Chief

Executive Officer.

Assisted the board in determining the remuneration of the new Chief

Executive Officer appointed in May 2013.

Reviewed and approved corporate goals and objectives relevant to the

compensation of the executive management.

Approved both short- and long-term executive compensation after

evaluating executives’ performance against set targets and

consideration of local and international executive remuneration trends.

Pro-actively explained the company’s remuneration policy to major

shareholders. At the Annual General Meeting, 82% of shareholders

voted to endorse the policy.

Reviewed market trends on Non-Executive Directors and made

recommendations to the board regarding the board fee proposal to be

presented to shareholders for approval.

Appointed an external remuneration advisor to assist the committee in

better understanding trends in executive and non-executive

remuneration, both locally and internationally, enabling the committee

to make informed decisions on the subject.

Devised adjusted metrics for the 2014 Bonus Share and Long-Term

Incentive Plan to reflect the company’s revised priorities and to improve

alignment with shareholder interests.

Risk and Information

Integrity Committee

(R&II)

The role of the Risk and Information Integrity Committee is to assist the

board in discharging its responsibilities relating to the (i) governance of

risk; (ii) effective and efficient management of IT resources; and (iii) the

integrity of information.

Highlights of key activities of the committee during 2013:

Guided management in determining the company’s top risks, both

short- and long-term, and reviewed implementation of remedial

measures.

Adopted a new risk management policy which categorises risks in

terms of imminent and longer-term risks. One key risk facing the

company was discussed in detail at each quarterly meeting. Remedial

measures to address such risks were also deliberated.

Provided oversight of the roll-out of the Enterprise Resource Planning

(ERP) programme to operations in South Africa, Australia and

Americas regions. Implementation of the ERP has improved the

company’s information management systems which are now largely

automated.

Reviewed the 2013/2014 insurance policies to ensure adequate

insurance cover for the company’s assets and employees at

competitive rates.

Safety, Health and

Environment

Committee (SHE)

The primary mandate of the Safety, Health and Environment Committee is

to assist the board in ensuring that AngloGold Ashanti’s operations are

conducted with the utmost care to prevent negative impact on the safety

and health of its employees, the communities in its operational areas, as

well as to safeguard the environment.

Highlights of key activities of the committee during 2013:

Given that “safety is our first value” the focus was on providing direction

and support to management in implementing programmes to improve

work place safety. Positive results were achieved and improvements in

key safety indicators are detailed in the Annual Sustainability Report

2013.

Reviewed and provided direction and support to management on the

implementation of programmes to improve the health and well-being of

employees and their families.

Considered mining activities that had the potential to negatively impact

the environment.

Reviewed the Sustainability Report 2012 with the Social, Ethics and

Transformation Committee.

Social, Ethics and

Transformation

Committee (SE&T)

The role of this Social, Ethics and Transformation Committee, which is

monitoring in nature, is to assist the board in discharging its statutory

responsibilities relating to (i) the functions of a Social and Ethics

Committee as contemplated by the Companies Act; (ii) Safety, Health and

the Environment; and (iii) ethical conduct of the company and its officers.

All of these are aimed at strengthening the company’s position as a good

corporate citizen.

Highlights of key activities of the committee during 2013. The

Committee monitored the activities of the company in the following

areas:

Programmes on safety, health and the environment through regular

reports from the SHE Committee.

The group’s progress in complying with transformation targets set by

the Mining Charter and the Department of Mineral Resources (DMR) in

South Africa.

Transformation activities at the group’s other operations, especially in

relation to developing local talent and skills.

The group’s activities relating to stakeholder management.

The group’s community improvement programmes and spend in that

regard, as well as ensuring that such spend is guided by criteria that

seek to promote achievement of the company’s business objectives.

The systems and programmes in place to enable the group to comply

with relevant laws and regulations.

The group’s labour relations environment and advised on developing

strategies to improve the landscape of labour relations.

Reviewed and approved, jointly with the SHE committee, the

Sustainability Report 2012.

In order to strengthen the company’s compliance with anti-corruption

and anti-bribery legislation, a revised risk based compliance framework

was presented to the committee and implemented.

The committee’s mandate was revised to include that of the Party

Political Donations Committee.

Investment Committee

(Invcom)

The main mandate of this Investment Committee is to assess capital

projects to ensure that investments, divestments and financing proposals

are aligned with AngloGold Ashanti’s business objectives.

Highlights of key activities of the committee during 2013:

Reviewed progress reports on the execution of capital projects to

assess progress against board approved plans and project

specifications.

Received information on the company’s financial position at the start of

each meeting to assist the committee in its investment decisions.

Deliberated on the group’s asset portfolio with a view to guiding

management on its rationalising in accordance with future growth

plans.

Nominations

Committee (Nomcom)

The main mandate of the Nominations Committee is to assist the board, in

consultation with the Chairman of the board and Chief Executive Officer, in

identifying suitable candidates for appointment to the board and other

duties relating to the board’s governance structures and processes.

Highlights of key activities of the committee during 2013:

Reviewed, on behalf of the board, the results of the 2013 performance

evaluation of the board, the independence of independent directors, the

qualifications and competence of the company secretary and the

independence and performance of the Chairman of the board.

Monitored implementation of an action plan to address concerns and

suggestions arising from the evaluations.

Discussed results of the evaluation of the independence and

performance of the Chairman of the board and co-ordinated his re-

appointment for 2013.

Co-ordinated processes and procedures culminating in the

appointment of a new Chief Executive Officer following the resignation

of the former Chief Executive Officer in March 2013.

Interviewed several candidates for appointment to the board in 2014.

Post year-end, following the retirement of the independent Non-

Executive Chairman, oversaw appointment of the new Non-Executive

Chairman and Lead Independent Director .

During 2013, of the two ad hoc committees, the Financial Analysis Committee did not meet and the

Party Political Donation’s Committee was dissolved and its mandate transferred and included with that

of the Social, Ethics and Transformation Committee.

Board and committee meeting attendance

The composition of the board and committees at the date of this report and attendance at meetings

during 2013 are disclosed in the table below:

Name of director

Board

Audcom

Rem&HR

R&II

SHE

SE&T Invcom Nomcom

TT Mboweni

12/12

5/5

4/4

5/5

SM Pityana

11/12

4/5

4/4

4/5

4/4

5/5

FB Arisman

(1)

3/4

4/5

2/3

1/2

2/3

1/2

2/3

M Cutifani

(2)

3/3

1/1

1/2

1/1

RN Duffy

(3)

7/7

R Gasant

(4)

12/12

9/10

4/4

1/1

5/5

NP January-Bardill

11/12

9/10

5/5

MJ Kirkwood

(5)

11/12

7/7

5/5

4/4

5/5

WA Nairn

(7)

3/4

3/3

2/2

3/3

2/2

2/3

Prof LW Nkuhlu

(8)

12/12

10/10

5/5

4/4 5/5

5/5 1/1 4/5

AM O’Neill

(6)

4/5

F Ohene-Kena

(9)

3/4

1/3

RJ Ruston

(10)

11/12

2/2

4/4

5/5

4/4

5/5

S Venkatakrishnan

12/12

4/4

(1)

Mr Arisman retired from the board on 13 May.

(2)

Mr Cutifani resigned as CEO and executive director on 31 March 2013.

(3)

Mr Duffy was appointed as CFO and executive director on 1 June 2013.

(4)

Mr Gasant was appointed a member and chairman of the Invcom with effect from 1 September 2013.

(5)

Mr Kirkwood was appointed to the Audcom with effect from 1 April 2013.

(6)

Mr O’Neill was appointed as executive director with effect from 20 February 2013 and resigned on 19 July 2013.

(7)

Mr Nairn retired from the board on 13 May 2013.

(8)

Prof Nkuhlu resigned from the Invcom with effect from 1 April 2013.

(9)

Mr Ohene-Kena retired from the board on 13 May 2013.

(10)

Mr Ruston was appointed a member of the Rem&HR with effect from 1 July 2013.

POST YEAR END EVENTS

Changes to board of directors

Subsequent to year end, the following changes were made to the board:

Tito Mboweni stood down as Independent Non-Executive Chairman of the board on

17 February 2014.

Sipho Pityana was unanimously appointed Non-Executive Chairman of the board with effect from

17 February 2014.

Prof LW Nkuhlu was appointed as Lead Independent Director in terms of the recommendations of

King III with effect from 17 February 2014.

Restructuring of Board Committees

Action plans put in place to address issues emanating from the 2013 annual performance evaluation

of the board and committees included plans to improve the effectiveness of board and committee

meetings and related governance processes. In this regard, the Nominations Committee reviewed

the existing structures of committees on 11 March 2014 and made recommendations for their

restructuring and these were accepted by the board. Implementation of the recommendations

resulted in the number of standing committees being reduced from seven (7) to five (5) through

consolidations of four committees into two, as detailed below. The restructuring also rationalised the

number of committee membership of each board member. The overall effect of the restructuring is

expected to improve the effectiveness of committees by, among others, (i) removing existing

duplication in the mandates of certain committees; (ii) reduce meeting days; and (ii) allow for more

effective preparation for meetings by board and management.

In terms of remuneration of board members, the new structure will allow for equity in terms of fees

payable to each board member and also ensure that market relativity in terms of pay would remain

aligned to agreed benchmarks. The new structure will be implemented from 1 May 2014.

NAME OF 2013 COMMITTEE

NEW 2014 COMMITTEE

Audit and Corporate Governance

Audit and Risk

Risk and Information Integrity

Consolidated with Audit and Risk

Safety, Health and Environment

Social, Ethics and Sustainability

Social, Ethics and Transformation

Consolidated with Social, Ethics and Sustainability

Investment

Investment – unchanged

Remuneration and Human Resources

Remuneration and Human Resources – unchanged

Nominations

Nominations – unchanged

The number of members per committee was also reviewed and reduced to improve committee

efficiency and fee costs.

Pursuant to the mandates of the JSE Listing Requirements and King III, it was also determined that a

Lead Independent Director, whose primary responsibility shall be to provide leadership and advice to

the Board, without detracting from the authority of the Chairman, when the Chairman has a conflict of

interest, should be appointed. King III further allows that the role of a Lead Independent Director may

be combined with that of a Deputy Chairman, which role the Company’s Memorandum of

Incorporation also permits. Consequently, AngloGold Ashanti has introduced the role of Deputy

Chairman / Lead Independent Director.

BOARD AND EXECUTIVE MANAGEMENT

Board

Executive directors

Mr S Venkatakrishnan (Venkat) (48)

BCom; ACA (ICAI)

Chief Executive Officer (CEO)

Venkat was appointed CEO on 8 May 2013, after holding the position of joint acting CEO since April

of that year. He was previously Chief Financial Officer (CFO) at Ashanti Goldfields until its merger

with AngloGold in May 2004, creating what is now AngloGold Ashanti. Venkat became CFO of the

combined entity shortly after the merger and joined the board on 1 August 2005. He is the Chairman

of the Executive Committee and also a member of the Risk and Information Integrity and Investment

Committees. In his role as CFO, he oversaw funding for all of AngloGold Ashanti’s operating activities,

giving him a detailed knowledge of all of our mines and operating jurisdictions. He is a member of the

audit committee of the World Gold Council and is a member of the Financial Reporting Investigation

Panel, an advisory panel of the JSE. He was the executive responsible for eliminating a 12Moz

hedge book, generating significant value for the company, and was the key executive behind

rebuilding the balance sheet through a series of successful debt financings that introduced long-term

tenor and more favourable funding terms to the company’s credit profile. During Venkat’s first year as

CEO of AngloGold Ashanti, two new mines were commissioned on time and ahead of budget, the

company achieved its best ever safety performance and a significant restructuring was undertaken of

operating and overhead costs in order to focus the business on delivery of sustainable free cash flow

and returns. Venkat has also previously been a Director of Corporate Reorganisation Services at

Deloitte & Touche in London.

Mr RN Duffy (50)

BCom; MBA

Chief Financial Officer (CFO)

Richard Duffy was appointed to the board of AngloGold Ashanti on 1 June 2013. He has 27 years of

global mining industry experience, initially with Anglo American plc, from 1987 and then AngloGold

Ashanti, from its inception in 1998. At AngloGold Ashanti, he has worked across a number of key

areas. In November 2000, he was appointed head of business planning and in 2004 assumed

responsibility for all new business opportunities globally. In April 2005, this role was expanded to

include greenfields exploration. He was appointed to the Executive Committee in August 2005. He

was appointed Executive Officer: Business Planning in 2004 during which time he also deputised for

the role of CFO. From 2004 to 2008, Richard was Executive Vice President: Business Development,

accountable for mergers and acquisition activities as well as greenfields exploration. He was

appointed Executive Vice President: Africa in June 2008 and Executive Vice President: Continental

Africa in February 2010. He is an invitee to the meetings of the Audit and Corporate Governance and

Investment Committees.

Non-Executive Directors

Mr SM Pityana (54)

BA (Hons) (Essex); MSc (London); Dtech (Honoris)(Vaal University of Technology)

Chairman and Non-Executive Director

Sipho Mila Pityana is a director having joined the board of AngloGold Ashanti in February 2007. He is

the Chairman of the Safety, Health and Environment and the Nominations Committees, and a

member of the following committees: Remuneration and Human Resources; Social, Ethics and

Transformation; Risk and Information Integrity; Investment; and Financial Analysis Committees. He

was previously the Chairman of the Board’s Remuneration and Human Resources Committee.

Mr Pityana has extensive business experience having served in both an executive and non-executive

capacity on several JSE listed boards of companies as well as running his own company which he

chairs, Izingwe Capital. He is Chairman of the JSE listed Onelogix and of Munich Reinsurance of

Africa. He also served on the boards of Bytes Technology Group, AFROX, SPESCOM and the Old

Mutual Leadership Group. He previously worked as the Executive Director of Nedcor Investment Bank

and Managing Director of Nedbank. He is also a director of a number of manufacturing companies

including Scaw Metals and Aberdare Cables.

In addition to his private sector track record, Mr Pityana has extensive public sector experience and

international exposure. He was the first Director General of Department of Labour in a democratic

South Africa. As the Foreign Affairs Director General he represented South Africa in various

international fora including the United Nations, African Union, Commonwealth and the International

Labour Organisation. He was one of the founding members of the governing body of the Commission

for Conciliation, Mediation and Arbitration (CCMA) and Convenor of the South African government

delegation to the National Economic Development and Labour Council (NEDLAC).

Prof LW Nkuhlu (69)

BCom; CA (SA); MBA (New York University)

Lead Independent Director

Wiseman Nkuhlu was first appointed to the board on 4 August 2006 and resigned on 30 April 2009.

He was re-appointed to the board on 1 June 2009 and appointed as Lead Independent Director on

17 February 2014. He is the Chairman of the Audit and Corporate Governance Committee and also

serves as a member of the Risk and Information Integrity; Safety, Health and Environment;

Nominations; Remuneration and Human Resources; Social, Ethics and Transformation; and Financial

Analysis Committees. Prof Nkuhlu, a respected South African academic, educationist, professional

and business leader, served as Economic Adviser to the former President of South Africa,

Mr Thabo Mbeki, and as Chief Executive of the Secretariat of the New Partnership for Africa's

Development (NEPAD) from 2000 to 2005. From 1989 to 2000, he served as a director on a number

of major South African companies or subsidiaries, including Standard Bank, South African Breweries,

Old Mutual, Tongaat Hulett, BMW and JCI. Prof Nkuhlu was President of the South African Institute of

Chartered Accountants from 1998 to 2000 and Principal and Vice Chancellor of the University of

Transkei from 1987 to 1991. He is currently a member of the Board of the Ethics Institute of South

Africa, Datatec Limited, the Nepad Business Foundation and the Chartered Director Governing body

of the Institute of Directors in South Africa. He was elected President of the Geneva-based

International Organisation of Employees (IOE) in May 2008 and served for two years. Lastly, he is a

trustee of the International Financial Reporting Standards Foundation which provides oversight of the

accounting standard setting operations of the International Accounting Standards Board (IASB).

Mr R Gasant (54)

CA (SA)

Independent Non-Executive Director

Rhidwaan Gasant was appointed to the board of AngloGold Ashanti on 12 August 2010 and is

Chairman of the Investment Committee and a member of the Audit and Corporate Governance; Risk

and Information Integrity; Nominations; and Financial Analysis Committees. He is the former Chief

Executive Officer of Energy Africa Limited and sits on the boards of international companies in the

MTN Group. He is currently Chief Executive Officer of Rapid African Energy Holdings, a start-up oil

and gas exploration company, focused on Africa.

Mrs NP January-Bardill (63)

BA English; Philosophy and Certificate in Education (UBLS, Lesotho); MA Applied Linguistics

(Essex UK); Diploma Human Resources Development (Damelin, SA)

Independent Non-Executive Director

Nozipho January-Bardill was appointed to the board of AngloGold Ashanti on 1 October 2011. She is

the Chairman of the Social, Ethics and Transformation Committee and is a member of the Audit and

Corporate Governance; Safety, Health and Environment; and Nominations Committees. She was an

Executive Director, Corporate Affairs and spokesperson of the MTN Group where she also served on

the boards of a number of operations in the MTN footprint. She is a former South African Ambassador

to Switzerland, Lichtenstein and the Holy See, and former Deputy Director General, Human Capital

Management and Head of the Foreign Service Institute in the then Department of Foreign Affairs (now

DIRCO). She is currently the founder and Executive Director of Bardill & Associates, a consulting

company focusing on strategic communications, high-level government relations and stakeholder

management. She serves on the boards of Credit Suisse Securities, Johannesburg, the Health and

Welfare SETA which she chairs, and the State Information and Technology Agency. She is also a

member of the United Nations Expert Committee on the Elimination of Racial Discrimination;

Xenophobia and Related Intolerances for the period 2012-2016; and was recently appointed Interim

Chief of Staff of UN Women in New York.

Mr MJ Kirkwood (66)

AB, Stanford University, Economics & Industrial Engineering

Independent Non-Executive Director

Michael Kirkwood joined the board of AngloGold Ashanti on 1 June 2012 and is the Chairman of the

Remuneration and Human Resources Committee and is a member of the Audit and Corporate

Governance; Investment; Social, Ethics and Transformation; and Nominations Committees. He is a

highly experienced and respected former international banker, having worked at Citigroup during his

30 year career with the bank. He is currently Chairman of Circle Holdings PLC, sits on the boards of

UK Financial Investments Ltd and Eros International plc, and is Senior Advisor (former Chairman) of

Ondra Partners LLP.

Mr TT Mboweni (54)

BA; MA (Development Economics)

Independent Non-Executive Director

Tito Mboweni was appointed to the board and as Chairman of AngloGold Ashanti on 1 June 2010. He

is a member of the Nominations; Investment; Remuneration and Human Resources; and the Financial

Analysis Committees. He has a long and outstanding record of public service. As Minister of Labour

from 1994 to 1998, Mr Mboweni was the architect of South Africa’s post-apartheid labour legislation

which today continues to provide the basis for the mutually respectful labour relationships central to

AngloGold Ashanti’s operational approach in South Africa. He was the eighth Governor of the South

African Reserve Bank from 1999 to 2009, and Chancellor of the University of the North from 2002 to

2005. He is also the non-executive Chairman of Nampak Limited, SacOil Holdings Limited, Accelerate

Property Fund Limited, a member of the board of Discovery Limited and an international adviser to

Goldman Sachs. Mr Mboweni is a founder member of Mboweni Brothers Investment Holdings. He is

Chairman of the fund raising committee of the Nelson Mandela Children’s Hospital and a member of

the Council of Advisors of the Thabo Mbeki Foundation. In December 2012, he was elected as a

member of the National Executive Committee of the African National Congress.

Mr RJ Ruston (63)

MBA; Business BE (Mining)

Independent Non-Executive Director

Rodney Ruston was appointed to the board of AngloGold Ashanti on 1 January 2012 and is Chairman

of the Risk and Information Integrity Committee. He is a member of the Investment; Safety, Health

and Environment; Nominations; Social, Ethics and Transformation; and the Remuneration and Human

Resources Committees. Rodney, a mining engineer, has over 35 years of experience in the resources

industry. He is currently the Chief Executive Officer of County Coal Limited, an Australian listed

company which he joined in July 2012. He was appointed as a Non-Executive Director of Cockatoo

Coal Limited which was listed on the Australian Stock Exchange on 6 January 2014. He was

previously Chief Executive Officer and President of North American Energy Partners Inc., a large

Canadian mining and construction contracting company listed on the NYSE and the TSX.

Executive management

Ms I Boninelli (57)

MA (Psychology); Post Graduate Diploma in Labour Relations

Executive Vice President: People and Organisational Development

Italia Boninelli joined AngloGold Ashanti on 15 October 2010 as Senior Vice President: Human

Resources, Strategy and Change Management and was appointed to the Executive Committee on

1 December 2011 where she is responsible for the company’s people strategy, transformation and

change management initiatives. She is now Executive Vice President: People & Organisational

Development, with accountability for the company’s System for People, Human Resources, corporate

services and organisational redesign. Italia has more than 25 years’ experience in human resources,

marketing communications, customer relationship management and business transformation, in a

variety of industries including mining, manufacturing, healthcare and banking. She is a registered

industrial psychologist with the Health Professions Council of South Africa, holds a master’s degree in

psychology and a postgraduate diploma in labour relations.

Dr CE Carter (51)

BA (Hons); DPhil; EDP

Executive Vice President: Strategy and Business Development

Charles Carter has worked in the mining industry in South Africa and the Americas since 1991, in a

range of corporate roles with Anglo American plc, RFC Corporate Finance and AngloGold Ashanti. He

is currently accountable for group strategy, corporate finance and business development, investor

relations and corporate communications. Prior to this he was responsible for the company’s business

in Colombia and has also previously had executive accountability for business planning, risk

management Project ONE implementation and corporate HR. He retains accountability for AngloGold

Ashanti’s investor relations and financial public relations activies. Charles is a director of Rand

Refinery Limited and a past Chairman of the Denver Gold Group.

Mr GJ Ehm (57)

BSc Hons; MAusIMM; MAICD

Executive Vice President: Planning and Technical

Graham Ehm has, since 1977, gained diverse experience in mine operations and project

management, covering the nickel, phosphate, copper, uranium and gold sectors. He was appointed

General Manager Sunrise Dam Gold Mine in 2000, Regional Head: Australia in 2006 and Executive

Vice President: Australasia in December 2007. He assumed the role of Executive Vice President:

Tanzania on 1 June 2009 and during August 2010, resumed the position of Executive Vice President:

Australasia. In May 2013, he was appointed Executive Vice President: Planning and Technical, which

includes oversight over safety, business planning, asset optimisation, capital investment optimisation

and monitoring (including projects, studies, and exploration), Project ONE, risk management and

other technical disciplines and related centres of excellence.

Mr MP O'Hare (54)

BSc Engineering (Mining)

Chief Operating Officer: South Africa

Mike O’Hare joined Anglo American plc in 1977, and has held a number of positions at various gold

mining operations within the group. His roles have included: General Manager of Kopanang Mine

(1998), Great Noligwa Mine (2003), Head of Mining and Mineral Resource Management for

Underground African Mines (2006), Vice President: Technical Support for African Mines (2008),

Senior Vice President: Operations and Business Planning for South Africa Region (2010), and in

2011, was appointed as Executive Vice President: South Africa Region. Mike has the leadership role

as Chief Operating Officer in the South African operations with responsibility for the underground and

surface operations and leading three operating regions (West Wits, Vaal River and Surface

Operations). He also leads the company’s technology project in South Africa.

Mr RW Largent (53)

BSc (Min. Eng.); MBA

Chief Operating Officer: International

Ron Largent has over 30 years of experience in the mining industry in both domestic and international

operations as well as project management. He has served on the Board of Directors of the Colorado

Mining Association, the Nevada Mining Association and the California Mining Association. He joined

the company in 1994 as Manager of Gold Operations for Cripple Creek & Victor (CC&V). He was

named Vice President (VP) and General Manager of the Jerritt Canyon Joint Venture in 2000 and VP

and General Manager of CC&V in 2002. In January of 2004 he was named VP for the North America

Region followed by his appointment to the position of Executive Vice President: Americas in

December of 2007. In June 2013, Ron was appointed Chief Operating Officer for the non-South

African operations.

Mr D Noko (56)

MBA; Senior Executive Programme; Post Graduate Diploma in Company Direction; Higher National

Diploma (Engineering)

Executive Vice President: Sustainability

David Noko joined the group in June 2012 and assumed responsibility for social and sustainable

development. David’s role includes Executive Vice President: Sustainability, which comprises the

disciplines of Health, the Environment, Social and Community Affairs, Corporate Social Investment,

Human Rights and Global Security and public affairs. In this role, he sets the company sustainability

direction and strategy, positioning sustainability within the company as core to the business, as well

as positioning the company externally as a leader within the global sustainability landscape.

As a member of the executive leadership team, David supports the CEO and two Chief Operating

Officers in enabling the implementation of the company sustainability strategy, as well as on matters

relating to AngloGold Ashanti’s involvement in country-based industry institutions and global

institutions relating to sustainable development.

Prior to joining AngloGold Ashanti, David served as the Managing Director of CelaCorp (Pty) Ltd and

as the Chief Executive Officer and Managing Director of De Beers Consolidated Mines Ltd. He was

previously Vice President of the Chamber of Mines South Africa, and is a member of the Institute of

Directors. He has held a host of other directorships, including the position of Deputy Chairman of the

Board at Harmony Gold Mining Company Ltd. David has strong experience in business leadership

and in the sustainable development function in other mining organisations and has developed his

skills across a broad platform of technical, environmental and sustainability issues.

Ms ME Sanz Perez (48)

BCom LLB; H Dip Tax; Admitted Attorney

Executive Vice President: Group General Counsel and Company Secretary

Maria (Ria) Sanz Perez joined AngloGold Ashanti in June 2011 having worked in a number of

industries and major corporate organisations. She has held legal roles at Investec Bank, Basil Read,

Afrox and Sappi. She was also Group Head of Sustainability at Sappi. She was appointed Company

Secretary in September 2012. Ria’s role is Executive Vice President: Group General Counsel and

Company Secretary, with accountability for legal affairs, compliance, company secretarial, corporate

cost reduction, and integrated reporting. She is also accountable for the legal and commercial aspects

of global procurement.

Ms YZ Simelane (48)

BA LLB; MAP; EMPM

Executive Vice President: Stakeholder Relations and Marketing

Yedwa Simelane joined AngloGold in November 2000 as Managing Secretary to the board and

Executive Committee. Prior to joining AngloGold she was in financial services and has experience in

the retirement funding industry. She was appointed an executive officer in May 2004 and Vice

President: Government Relations in July 2008. In November 2009, she was appointed Senior Vice

President: Corporate Affairs responsible for Government Relations, Corporate Communications,

Marketing and the Sustainability Report. Yedwa is now Executive Vice President: Stakeholder

Relations and Marketing, with accountability for stakeholder and government relations, marketing and

sustainability reporting. She will also support the Chairman and CEOs offices in relation to

government relations and the company’s involvement in multilateral organisations and the World Gold

Council.

VALUES AND ETHICS

King III enjoins the board to provide ethical leadership to the company. The Code of Business

Principles and Ethics (Our Code) is the defining document on AngloGold Ashanti’s values and ethics.

The board and management recognise the enduring importance of ethical behaviour by all

employees, directors and related parties at all times as the company strives to generate competitive

shareholder returns and create value for the benefit of all stakeholders.

Our Code provides a framework and sets requirements for the implementation of key corporate

policies and guidelines. Among other areas it addresses fraud, bribery and corruption, conflict of

interests, gifts, hospitality and sponsorships, use of company assets, privacy and confidentiality,

disclosures and insider trading.

Roll-out of Our Code, which began soon after its launch in November 2010, continued during 2013.

Our Code has been translated into four languages and is available on the corporate website

www.anglogoldashanti.com and the intranet.

In 2013, the online training platform was re-launched on the oneERP learning management platform,

providing access to four courses. An additional course is to be rolled out in 2014. Training is

available in four languages and has enabled accelerated training in Our Code and on anti-bribery and

anti-corruption.

At the end of December 2012, a DVD for training on Our Code was released and distributed in eight

languages to all regions for roll out during 2013 to employees who do not have access to computers.

AngloGold Ashanti holds all employees, directors and officers accountable for complying with Our

Code and policies, in addition to applicable laws, regulations, standards and contractual obligations in

the countries in which AngloGold Ashanti does business. Failure to live up to Our Code may result in

disciplinary action being taken, up to and including dismissal.

Employees, directors and officers who are aware of a situation in which they believe Our Code is

being transgressed are urged to communicate their concerns to their line managers, the legal

department, human resources or group compliance. No employee, director or officer will be

disciplined or otherwise victimised for raising a concern in good faith.

The company has promoted its whistle-blowing communication channels that include hotlines, text

messaging, email, and web facilities, which are administered by a third party. Use of these facilities is

promoted by means of posters at all locations. Employees, directors, officers and external parties

may use the hotlines, anonymously if they wish, to report concerns. All concerns are carefully

investigated and, wherever possible, feedback is provided to the person raising the concern upon

request.

LEGAL, ETHICAL AND REGULATORY COMPLIANCE

The group’s geographical spread makes its legal and regulatory environment diverse and complex.

Given the critical importance of compliance in building a sustainable business, Group Compliance

plays an essential role in co-ordinating compliance with laws and regulations, standards and

contractual obligations and in assisting and advising the board and management on designing and

implementing appropriate compliance policies and procedures.

During 2013, Group Compliance activities aimed at enhancing the company’s governance. Key

among these activities were:

the hiring of a permanent full-time head of compliance (Vice-President: Group Compliance) based

in Johannesburg;

the continued global roll-out of awareness training on Our Code by means of both online training

and “in person” DVD training for those without computer access;

continued development of a compliance programme aligned with “best practice” principles

identified by, among others, bodies responsible for the prosecution of violations of key extra-

territorial legislation like the Foreign Corrupt Practices Act, and adaptable on an operational level

to enhance the effectiveness of the compliance framework;

development of a global supplier code of conduct and a revised risk-based third party due-

diligence process;

development of a methodology for continuous improvement in auditing and a review of compliance

policies and the addressing new risk, including the development of compliance metrics for use in

internal audits;

the continued roll-out of online anti-bribery and anti-corruption training;

revised and issued new policies and procedures, including the development of an investigation

reporting standard for the company;

assessment of the automated group gifts, hospitality and sponsorship registers;

automation of the group’s conflicts of interests registers; and

additional efforts to provide automated access to track and monitor compliance with laws and

regulations, including self-certification process and legal register by country.

South African Employment Equity Act 55 of 1998

In compliance with Section 21 of the Employment Equity Act 55 of 1998, the company is obliged to file

with the Department of Labour, the employment equity statistics for its South African workforce. A

report was filed with the Department of Labour on 13 January 2014, covering the period

1 August 2012 to 31 July 2013. A copy of the report is available on the AngloGold Ashanti website,

www.anglogoldashanti.com/sustainability, in the section entitled “Other public reports”.

STAKEHOLDER ENGAGEMENT

AngloGold Ashanti’s vision to become the leading mining company cannot be realised without the

contribution of all stakeholders. The company has therefore adopted an inclusive approach to

stakeholder engagement. Its key stakeholders include shareholders, employees, communities and

governments. Numerous stakeholder engagement activities took place during 2013 and are detailed

under Our Stakeholders in the Annual Sustainability Report 2013.

DIRECTORS’ APPROVAL

In accordance with Section 30(3)(c) of the Companies Act, No. 71 of 2008, as amended, the annual

financial statements for the year ended 31 December 2013 were approved by the board of directors

on 18 March 2014 and are signed on its behalf by:

DIRECTORS

SM Pityana, Chairman

S Venkatakrishnan, Chief Executive Officer

RN Duffy, Chief Financial Officer

LW Nkuhlu (Prof), Chairman, Audit and Corporate Governance Committee

SECRETARY’S CERTIFICATE

In terms of Section 88(2)(e) of the Companies Act, No. 71 of 2008, as amended, I certify that the

company has lodged with the Companies and Intellectual Property Commission all such returns and

notices as are required of a public company in terms of the Act, and that all such returns and notices

are true, correct and up-to-date.

ME Sanz Perez

Company Secretary

Johannesburg

18 March 2014

AFFIRMATION OF FINANCIAL STATEMENTS

In accordance with Section 30(2) and 30(3) of the Companies Act, No. 71 of 2008, as amended, the

annual financial statements for AngloGold Ashanti Limited, registration number 1944/017354/06, for

the year ended 31 December 2013, have been audited by Ernst & Young Inc., the company’s

independent external auditors, whose unqualified audit report can be found under Independent

Auditor’s Report, on page 76.

The financial statements have been prepared by the corporate reporting staff of AngloGold Ashanti

Limited, headed by Mr John Edwin Staples, the group’s Chief Accounting Officer. This process was

supervised by Mr Richard Duffy, the group’s Chief Financial Officer and Mr Srinivasan

Venkatakrishnan, the group’s Chief Executive Officer.

DIRECTORS’ REPORT

For the year ended 31 December 2013

NATURE OF BUSINESS

AngloGold Ashanti conducts mining operations in Africa, North and South America and Australia, and

undertakes exploration activities in some of these jurisdictions and in other parts of the world. In

addition, the company is involved in the manufacturing, marketing and selling of gold products, as well

as the development of markets for gold. At certain of its operations, AngloGold Ashanti produces

uranium, silver and sulphuric acid as by-products in the course of producing gold.

A review of the unaudited performance of the various operations is available in the operational profiles

on AngloGold Ashanti’s annual report website www.aga-reports.com.

Shareholders holding 10% or more of AngloGold Ashanti’s issued share capital

As at 31 December 2013, there were no shareholders holding 10% or more of the company’s issued

share capital. This does not take cognisance of the shares held by the Bank of New York Mellon as

depositary for the AngloGold Ashanti ADR programme.

SHARE CAPITAL

Authorised

The authorised share capital of AngloGold Ashanti as at 31 December 2013 was made up as follows:

SA rands

• 600,000,000 ordinary shares of 25 South African cents each

150,000,000

• 4,280,000 E ordinary shares of 25 South African cents each

1,070,000

• 2,000,000 A redeemable preference shares of 50 South African cents each

1,000,000

• 5,000,000 B redeemable preference shares of 1 South African cent each

50,000

The following are the movements in the issued and unissued share capital from 1 January 2013 to

28 February 2014:

Issued

Ordinary shares

Number of

shares

Value

SA rands

Number

of shares

Value

SA rands

2013

2012

At 1 January

383,320,962

95,830,241

382,242,343 95,560,586

Issued during year:
Conversion of E ordinary shares

– Bokamoso ESOP

145,018

36,254

84,446 21,112

– Izingwe

91,683

22,921

48,532 12,133

Exercise of options by participants in the
AngloGold Ashanti Share Incentive Scheme

930,743 232,686

945,641 236,410

Conversion of Mandatory Convertible Bond
issued in 2010 and matured on
15 September 2013

18,140,000 4,535,000

- -

At 31 December

(1)

402,628,406 100,657,102

383,320,962 95,830,241

Ordinary shares

Number of

shares

Value

SA rands

Number

of shares

Value

SA rands

2013

2012

At 31 December

(1)

402,628,406

100,657,102

383,320,962 95,830,241

Issued subsequent to year-end

– Exercise of options by participants in the

AngloGold Ashanti Share Incentive
Scheme

216,299 54,075

– Bokamoso ESOP on conversion of

E ordinary shares

2,618 654

At 28 February 2014

402,847,323

100,711,831

)

Share capital of $16m (2012: $16m) is translated at historical rates of exchange at the reporting dates. Refer to group note 26.

E ordinary shares

On 11 December 2006, shareholders in general meeting authorised the creation of a maximum of

4,280,000 E ordinary shares to be issued pursuant to an Employee Share Ownership Plan (ESOP)

and a black economic empowerment transaction with Izingwe Holdings (Pty) Limited (Izingwe)

(collectively, the BEE transaction).

Number of

shares

Value

SA rands

Number of

shares

Value

SA rands

2013

2012

At 1 January

1,617,752

404,438

2,582,962 645,741

Cancelled in exchange for ordinary shares in terms
of the cancellation formula:

– Bokamoso ESOP

(555,746)

(138,937)

(615,210) (153,803)

– Izingwe

(350,000)

(87,500)

(350,000) (87,500)

At 31 December

712,006

178,001

1,617,752 404,438

Cancelled and exchanged for ordinary shares issued
in terms of the cancellation formula:

– Bokamoso ESOP

(9,120)

(2,280)

At 28 February 2014

702,886

175,721

Share capital is translated at historical rates of exchange at the reporting dates. Refer to group

note 26.

In terms of the original authority granted by shareholders in 2006, E ordinary shares, on vesting, are

cancelled in exchange for ordinary shares in accordance with the cancellation formula.

However, in November 2011, in addition to reinstating the cancelled E ordinary shares, shareholders

approved an amendment to the cancellation formula through the resetting of the strike price.

Participants to the ESOP and Izingwe are now guaranteed a minimum conversion price of R40 per

E ordinary share with a maximum of R90 per E ordinary share for the ESOP and R70 per E ordinary

share for Izingwe from a base price of R320 and R330 per share, respectively.

E ordinary shareholders are entitled to vote at all shareholder meetings, but do not hold veto rights.

Dividends payable on E ordinary shares are equivalent to 50% of dividends payable to ordinary

shareholders.

E ordinary shares, on vesting, are exchanged for ordinary shares and cancelled and may not be re-

issued. Therefore, they do not form part of the unissued share capital of the company.

Redeemable preference shares

The A and B redeemable preference shares, all of which are held by the wholly owned subsidiary,

Eastvaal Gold Holdings Limited, may not be transferred and are redeemable from the realisation of

the assets relating to the Moab lease area after the cessation of mining operations in the area. The

shares carry the right to receive dividends equivalent to the profits (net of royalty, ongoing capital

expenditure and taxation) from operations in the area. No further A and B redeemable preference

shares will be issued.

Further details of the authorised and issued shares, as well as the share premium, are given in group

note 26.

Unissued

Number of ordinary shares

2013

2012

At 1 January

216,679,038

217,757,657

Issued during the year

(19,307,444)

(1,078,619)

At 31 December

197,371,594

216,679,038

Issues subsequent to year-end

(218,917)

At 28 February 2014

197,152,677

Ordinary shares under the control of the directors

Pursuant to the authority granted by shareholders at the Annual General Meeting held on

13 May 2013, 5% of the shares in issue, from time to time, are placed under the control of the

directors to allot and issue, for such purposes and on such terms as the directors, in their discretion,

may determine. At 31 December 2013, the total number of shares placed under the control of the

directors was 20,131,420. No shares were issued during 2013 by the directors in terms of this

authority, which will expire at the close of the next Annual General Meeting, unless renewed.

Shareholders will therefore be asked at the Annual General Meeting to be held on 14 May 2014, to

renew this authority by placing 5% of the number of shares in issue, from time to time, under the

control of the directors to allot and issue, for such purposes and on such terms as the directors, at

their discretion, may determine.

In terms of the Listings Requirements of the JSE, shareholders may, subject to certain conditions,

authorise the directors to issue the ordinary shares held under their control for cash other than by

means of a rights offer to shareholders. To enable the directors of the company to take advantage of

favourable business opportunities which may arise for the issue of such ordinary shares for cash,

without restriction, for the benefit of the company, shareholders will be asked to consider an ordinary

resolution to this effect at the Annual General Meeting to be held on 14 May 2014.

Shareholders will also be asked to approve as a general authority, the acquisition by the company, or

a subsidiary of the company, of its own shares from its issued ordinary share capital for certain

specific housekeeping reasons.

Depositary interests

American Depositary Shares

At 31 December 2013, the company had in issue, through The Bank of New York Mellon as

Depositary and listed on the New York Stock Exchange (NYSE) 185,581,840 (2012: 153,711,993),

American Depositary Shares (ADSs). Each ADS is equal to one ordinary share. At 28 February 2014,

there were 187,791,768 ADSs in issue and listed on the NYSE.

CHESS Depositary Interests

At 31 December 2013, the company had in issue, through the Clearing House Electronic Sub-register

System (CHESS), and listed on the Australian Securities Exchange (ASX), 89,789,845

(2012:

89,780,845) CHESS Depositary Interests (CDI). The number of CDIs in issue at

28 February 2014 was 89,789,845. Every five CDIs is equivalent to one AngloGold Ashanti ordinary

share and carry the right to one vote.

Ghanaian Depositary Shares

At 31 December 2013, the company had in issue, through NTHC Limited as Depositary and listed on

the Ghana Stock Exchange (GSE), 16,556,655 Ghanaian Depositary Shares (GhDSs)

(2012: 16,551,255). The register as at 28 February 2014 remained unchanged. Every 100 GhDSs has

one underlying AngloGold Ashanti ordinary share and carries the right to one vote.

CREST Depositary Interests

To facilitate trading on the London Stock Exchange (LSE) and settlement in CREST, AngloGold

Ashanti has established a Depositary Interest (DI) facility which is administered by Computershare

Investor Services Plc. The DI facility became effective on 17 September 2012, via a change of trading

platform. Shareholders wishing to trade their AngloGold Ashanti shares on the LSE will be able to do

so by converting their ordinary shares into dematerialised DIs on a one-for-one basis. At

31 December 2013, a total of 138,397 DIs (2012: 19,364) had been issued in exchange for ordinary

shares and were listed on the LSE. At 28 February 2014, there were 229,812 DIs in issue.

ANGLOGOLD SHARE INCENTIVE SCHEME

AngloGold Ashanti operates a share incentive scheme through which Executive Directors, members

of the Executive Committee and other management groups of the company and its subsidiaries are

given the opportunity to acquire shares in the company. The objective is to incentivise such

employees to identify themselves more closely with the fortunes of the group, support its continued

growth, and to promote the retention of such employees.

Non-Executive Directors are not eligible to participate in the share incentive scheme.

Employees participate in the share incentive scheme to the extent that they are granted options or

rights to acquire shares and accept them. All options or rights which have not been exercised within

ten years from the date of grant, automatically expire.

The incentives offered by AngloGold Ashanti are reviewed periodically to ensure that they remain

globally competitive, so as to attract, reward and retain managers of the highest calibre. As a result,

several types of incentives, each with their own issue and vesting criteria, have been granted to

employees. These are collectively known as the “AngloGold Share Incentive Scheme” or “Share

Incentive Scheme”.

Although the Remuneration and Human Resources Committee has the discretion to incentivise

employees through the issue of shares, only options or awards have so far been granted.

The type and vesting criteria of the options or awards granted are:

Performance-related options

The granting of performance-related options was approved by shareholders at the Annual General

Meeting held on 30 April 2002 and amended at the Annual General Meeting held on 29 April 2005

when it was agreed that no further performance-related options would be granted. Performance-

related options granted will terminate on 1 November 2014, being the date on which the last options

granted hereunder may be exercised or they will expire.

Bonus Share Plan (BSP)

The granting of awards in terms of the BSP was approved by shareholders at the Annual General

Meeting held on 29 April 2005 and amended at the General Meeting held on 6 May 2008 when

shareholders approved an increase in the maximum level of the bonus payable to eligible participants,

as well as shortening of the vesting period. Executive directors, executives and other management

groups are eligible for participation. Each award made in respect of the BSP entitles the holder to

acquire one ordinary share at “nil” cost. In respect of all awards granted to and including 2007, these

awards vest in full, three years from the date of grant, provided that the participant remains in the

employ of the company at the date of vesting unless an event, such as death, retirement or

redundancy occurs, which may result in an earlier vesting date. In respect of awards granted in 2008

and thereafter, the vesting period has been shortened to two years, with 40% of awards granted

vesting in year one and 60% in year two from the date of grant or, in the event that participants

awards remain unexercised after 3 years from the original grant date, an additional 20% will be

granted.

Certain changes were approved at the Extraordinary General Meeting of shareholders held on

11 March 2013. The 20% uplift for the retention of shares for three years fell away but was added to

the initial 100% resulting in an allocation of 120% share matching for all categories of management.

The Executive Committee members received an increased allocation from 120% to 150%. The

vesting period has been shortened to two years with 50% vesting 12 months after the date of issue

and the remaining 50% vesting 24 months after the date of issue.

Long-Term Incentive Plan (LTIP)

The granting of awards in terms of the LTIP was approved by shareholders at the Annual General

Meeting held on 29 April 2005. Executive directors and selected senior management are eligible for

participation. Each award made in respect of the LTIP entitles the holder to acquire one ordinary

share at “nil” cost. Awards granted vest three years from the date of grant, to the extent that the set

company performance targets, under which the awards were made, are met, and provided that the

participant remains in the employ of the company at the date of vesting, unless an event, such as

death, retirement or redundancy occurs, which may result in an earlier vesting date.

In 2013, the Remuneration and Human Resources Committee approved a new retention bonus

scheme comprising both cash (40% of total base pay) and shares (60% of base pay) which was

implemented on 1 March 2013 for the Executive Committee members. This was implemented over

the short term to support a strategy of retaining the top management for a minimum period of

18 months to ensure delivery on key business imperatives, while the new Chief Executive Officer was

inducted. The share award will be a performance-based share (LTIP) granted in March 2013. Subject

to the performance conditions, these shares will vest at the end of August 2014. In line with the LTIP

vesting, the cash portion will be paid at the end of August 2014, based on the achievement of the

performance conditions.

Following a change in Schedule 14 of the JSE Listings Requirements (Share Incentive Schemes) on

15 October 2008 the maximum number of shares attributable to the scheme was changed from

2.75% of issued share capital from time to time to a fixed figure of 17,000,000. The maximum

aggregate number of shares which may be acquired by any one participant in the scheme is 5% of

the shares attributable to the scheme, being 850,000 ordinary shares in aggregate.

Also, as a result of the change to the JSE Listings Requirements, as aforementioned, the recycling of

options/awards that have vested and which have been delivered, and for which AngloGold Ashanti

shares have been issued, is no longer allowed.

The table below reflects the total number of options/awards that are unissued in terms of the share

incentive scheme, as a result of this rule change:

Details

Options/Awards

Total number of options/awards attributable to the scheme at 31 December 2013

17,000,000

Less:

Total number of options/awards granted and outstanding at 31 December 2013

(5,688,383)

Total number of options/awards exercised:

During the period 15 October to 31 December 2008

(101,013)

During the period 1 January to 31 December 2009

(1,131,916)

During the period 1 January to 31 December 2010

(823,411)

During the period 1 January to 31 December 2011

(889,593)

During the period 1 January to 31 December 2012

(945,641)

During the period 1 January to 31 December 2013

(930,743)

Total options/awards available but unissued at 31 December 2013

6,489,300

Co-Investment Plan (CIP)

To assist executives in meeting their Minimum Shareholding Requirements (MSR’s) with effect from

February 2013, they were given the opportunity, on a voluntary basis, to participate in the Co-

Investment Plan (CIP), and this has been adopted based on the following conditions: executives will

be allowed to take up to 50% of their after tax cash bonus to participate in a further matching scheme

by purchasing shares in AngloGold Ashanti, and the company will match their initial investment into

the scheme at 150%, with vesting over a two-year period in equal tranches.

Changes in options and awards

In accordance with the JSE Listings Requirements and the rules of the AngloGold Share Incentive

Scheme, the changes in options and awards granted and the ordinary shares issued as a result of the

exercise of options and awards during the period 1 January 2013 to 28 February 2014 are disclosed

below:

Performance-

related

Bonus Share

Plan

(1)

Long-Term

Incentive Plan

(1)

Total Share

Incentive Scheme

At 1 January 2013

92,967

2,156,456

2,330,906

4,580,329

Movement during year

– Granted

1,300,968

2,019,360

3,320,328

– Exercised

(370)

(645,735)

(284,638)

(930,743)

– Lapsed – terminations

(35,715)

(212,802)

(1,033,014)

(1,281,531)

At 31 December 2013

56,882

2,598,887

3,032,614 5,688,383

Average exercise/issue price
per share outstanding

Subsequent to year-end

– Granted

1,924,042

2,167,474

4,091,516

– Exercised

(171,324)

(44,975)

(216,299)

– Lapsed – terminations

(14,093)

(8,742)

(285,651)

(308,486)

At 28 February 2014

42,789

4,342,863

4,869,462

9,255,114

(1)

BSP and LTIP awards are granted at no cost to participants.

Total shares issued on the exercise of options and awards from the inception of the scheme:

Total number of shares issued

At 1 January 2013

8,759,065

– Exercised 2013

930,743

At 31 December 2013

9,689,808

Subsequent to year-end

– Exercised January and February 2014

216,299

At 28 February 2014

9,906,107

DIVIDEND POLICY

Dividends are proposed by, and approved by the board of directors of AngloGold Ashanti, based on

the company’s financial performance. AngloGold Ashanti expects to continue to pay dividends,

although there can be no assurance that dividends will be paid in the future or as to the particular

amounts that will be paid from year to year. The payment of future dividends will depend upon the

board’s ongoing assessment of AngloGold Ashanti’s earnings, after providing for long-term growth,

cash/debt resources, compliance with the solvency and liquidity requirements of the Companies Act,

the amount of reserves available for a dividend based on the going-concern assessment, and

restrictions (if any) placed by the conditions of debt facilities, protection of the investment grade credit

rating and other factors.

Dividends declared since 1 January 2013:

Final dividend Number 116

Interim dividend Number 117

Ordinary shares

Declaration date

18 February 2013

10 May 2013

Amount paid per ordinary share

– South African currency (cents)

– United Kingdom currency (pence)

3.624

3.458

– Ghanaian currency (cedis)

10.58

10.28

Amount per CDI

(1)

– Australian currency

(cents)

5.315 5.375

Amount per GhDS

(2)

– Ghanaian currency

(cedis)

0.1058 0.1028

Amount per ADS

(3)

– United States currency (cents)

5.34

5.02

E ordinary share

South African currency (cents) per share

(1)

Each CDI (CHESS Depositary Interest) is equal to one-fifth of one ordinary share.

(2)

Each GhDS (Ghanaian Depositary Share) is equal to one-hundredth of one ordinary share.

(3)

Each ADS (American Depositary Share) is equal to one ordinary share.

Dematerialised shareholders on the South African share register will receive payment of their

dividends electronically, as provided for by STRATE. Certificated shareholders, who have elected to

receive their dividends electronically, will be paid via the company’s electronic funds transmission

service. Certificated shareholders who have not yet elected to receive dividend payments

electronically, are encouraged to mandate this method of payment for all future dividends.

Withholding tax

On 1 April 2012, the South African government imposed a 15% withholding tax on dividends and

other distributions payable to shareholders.

BORROWINGS

The company’s borrowing powers are unlimited pursuant to the company’s Memorandum of

Incorporation. As at 31 December 2013, the group’s gross borrowings totalled $3,891m

(2012: $3,583m).

Significant events during the year under review

Resignation of Mr Mark Cutifani as Chief Executive Officer: On 8 January 2013, the board of

AngloGold Ashanti announced the resignation of Chief Executive Officer, Mr Mark Cutifani with effect

from 1 April 2013. The board further announced the appointment of the then Chief Financial Officer,

Mr Srinivasan Venkatakrishnan and Executive Vice President Business and Technical Development,

Mr Anthony O’Neill as joint Chief Executive Officers, with Mr Venkatakrishnan responsible for all

Finance and Corporate functions and Mr O’Neill responsible for all Operations, Projects (including the

company’s Enterprise Resource Planning programme and procurement) and Technical functions.

Appointment of a director: On 21 February 2013, AngloGold Ashanti announced the appointment of

Mr Anthony O’Neill as an Executive Director to its Board of Directors with effect from

20 February 2013.

Approval of amendments to the incentive plans: On 11 March 2013, AngloGold Ashanti

announced that shareholders of the company approved all ordinary resolutions relating to

amendments to the rules of the Bonus Share Plan and the Long-Term Incentive Plan.

Approval of new Memorandum of Incorporation: On 27 March 2013, AngloGold Ashanti

announced that at the general meeting held on 27 March 2013, the shareholders approved the new

Memorandum of Incorporation.

Proposed sale of the Navachab mine: On 30 April 2013, AngloGold Ashanti announced its plan to

sell the Navachab mine in Namibia.

Appointment of new Chief Executive Officer: On 8 May 2013, AngloGold Ashanti announced the

appointment of Mr Srinivasan Venkatakrishnan as Chief Executive Officer (CEO) to replace the former

CEO, Mr Mark Cutifani, who left the company at the end of March 2013.

Appointment of new Chief Financial Officer: On 21 May 2013, AngloGold Ashanti announced the

appointment of Mr Richard Duffy as the Chief Financial Officer (CFO) with effect from 1 June 2013 to

replace Mr Srinivasan Venkatakrishnan, the former CFO. On the same day, the company announced

changes to its executive leadership team.

Credit rating downgrade: On 12 July 2013, Moody’s Investors Service downgraded the issuer rating

of AngloGold Ashanti to Baa3 from Baa2. Moody’s also downgraded the senior unsecured debt

obligations of AngloGold Ashanti’s guaranteed subsidiary, AngloGold Ashanti Holdings plc, to Baa3

from Baa2.

Resignation of Mr Anthony O’Neill: On 15 July 2013, AngloGold Ashanti notified shareholders of

the resignation of Mr Anthony O’Neill as an Executive Director from the Board of Directors with effect

from 19 July 2013.

Credit rating downgrade: On 17 July 2013, Standard & Poor’s (S&P) cut its long-term corporate

credit rating on AngloGold Ashanti to BB+ from BBB- and its long- and short-term South Africa

national-scale ratings on AngloGold Ashanti to zaA/zaA-2 from zaAA-zaA-1. It also lowered its issue

rating on AngloGold’s senior unsecured notes to BB+ from BBB-.

Corporate bond: On 30 July 2013, AngloGold Ashanti raised a corporate bond of $1,250m at 8.5%

interest per annum to refinance the 3.5% Guaranteed Convertible Bond due May 2014.

Conversion of bonds: On 17 September 2013, AngloGold Ashanti announced the conversion of the

6.0% Mandatory Convertible Subordinated Bonds issued on 15 September 2010 by AngloGold

Ashanti Holdings Finance plc, a wholly-owned subsidiary of the company, into ordinary shares of the

company.

Kibali pours its first gold: On 25 September 2013, the Kibali Gold Mine in the Democratic Republic

of the Congo, in which AngloGold Ashanti owns a 45% stake, poured its first gold ahead of schedule

and within budget.

Tropicana pours its first gold: On 26 September 2013, the Tropicana Gold Mine in Western

Australia, owned 70% by AngloGold Ashanti, began production ahead of schedule and within budget.

Redemption of 3.5% Guaranteed Convertible Bonds: On 11 November 2013, AngloGold Holdings

Finance plc announced the completion of the previously announced optional redemption of its

outstanding 3.5% Guaranteed Convertible Bonds due 2014.

Significant events subsequent to year-end

AMCU Strike Notice: On 20 January 2014, AngloGold Ashanti confirmed that the Association of

Mineworkers and Construction Union (AMCU) had served notice that it intended to call a strike by its

members at the company’s South Africa operations, starting Thursday, 23 January 2014.

Threatened strike by AMCU declared unprotected: On 30 January 2014, AngloGold Ashanti

announced that South Africa’s Labour Court had ruled that a strike threatened by AMCU at the

company’s South Africa mines would be unprotected, and that employees should continue to proceed

to work. Also, on 30 January 2014, the court granted an interim interdict and ruled that AMCU must

return to court on 14 March 2014 to explain why the interim interdict should not be made permanent.

On 14 March 2014, a postponement was requested and a new court date was set for 5 June 2014.

The interim interdict will remain in force until 5 June 2014.

AngloGold Ashanti enters into agreement to sell Navachab mine: On 10 February 2014,

AngloGold Ashanti announced that it had signed a binding agreement, subject to certain conditions, to

sell its entire interest in AngloGold Ashanti Namibia (Proprietary) Limited, a wholly owned subsidiary

which owns the Navachab Gold Mine, to a wholly-owned subsidiary of QKR Corporation Limited. The

agreement provided for an upfront consideration based on an enterprise value of US$110 million

which will be adjusted to take into account the mine’s net debt and working capital position on the

closing date of the transaction and is subject to a number of conditions precedent.

Changes to the Board of Directors: On 17 February 2014, AngloGold Ashanti announced that as a

result of his increasing portfolio of professional commitments, Mr TT Mboweni had decided not to

stand for re-election as an independent Non-Executive Director at the Annual General Meeting to be

held on 14 May 2014. Mr Mboweni also stood down as Chairman on the same date. Mr SM Pityana

was elected unanimously by the board to take over from Mr Mboweni. Prof LW Nkuhlu was also

appointed Lead Independent Director.

Material change

There has been no material change in the financial results or trading position of the AngloGold

Ashanti group since the publication of the report for the fourth quarter and year ended

31 December 2013 on 19 February 2014 and the date of this report. These results were audited by

Ernst & Young Inc. who issued an unqualified audit report on 18 March 2014.

Material resolutions

Details of special resolutions and other resolutions of a significant nature passed by the company

during the year under review, requiring disclosure in terms of the JSE Listings Requirements, are as

follows:

Detail of resolution

Effective date

Passed at the Annual General Meeting held on 13 May 2013:

AngloGold Ashanti
Limited

Approval for the company or any of its subsidiaries to acquire
ordinary shares issued by the company

13 May 2013

AngloGold Ashanti
Limited

Approved increase in Non-Executive Directors’ remuneration for
their service as directors

13 May 2013

AngloGold Ashanti
Limited

Approved increase in Non-Executive Directors’ fees for board and
statutory committee meetings

13 May 2013

AngloGold Ashanti
Limited

Approval for the company to grant financial assistance in terms of
Sections 44 & 45 of the Companies Act

13 May 2013

Annual general meetings

At the 69

Annual General Meeting held on Monday, 13 May 2013, shareholders passed resolutions

relating to the:

re-appointment of Ernst & Young Inc. as auditors of the company;

election of MJ Kirkwood as a director;

election of AM O’Neill as a director;

re-election of S Venkatakrishnan as a director;

appointment of Prof LW Nkuhlu as a member of the Audit and Corporate Governance Committee

of the company;

appointment of MJ Kirkwood as a member of the Audit and Corporate Governance Committee of

the company;

appointment of R Gasant as a member of the Audit and Corporate Governance Committee of the

company;

appointment of NP January-Bardill as a member of the Audit and Corporate Governance

Committee of the company;

renewal of the general authority placing 5% of the number of ordinary shares of the company in

issue from time to time under the control of the directors;

granting of a general authority to directors to issue for cash those ordinary shares which the

directors are authorised to allot and issue, subject to certain limitations of the Listings

Requirements of the JSE;

advisory endorsement of the AngloGold Ashanti remuneration policy;

approved, as a special resolution, increase in Non-Executive Directors’ remuneration for their

service as directors;

approved as a special resolution, increase in Non-Executive Directors’ fees for board and statutory

committee meetings;

approved, as a special resolution, acquisition by the company and its subsidiaries of ordinary

shares issued by the company; and

approval, as a special resolution, the granting of financial assistance by the company in terms of

Sections 44 and 45 of the Companies Act.

Notice of the 70

Annual General Meeting to be held in the Auditorium, 76 Jeppe Street, Newtown,

Johannesburg at 11:00 (South African time) on 14 May 2014, will be printed as a separate document

and distributed to shareholders in accordance with the Companies Act.

Directorate and secretary

The following changes to the board of directors took place during the period from 1 January 2013 to

31 December 2013 and subsequent to year-end:

Executive directors

Mark Cutifani, Chief Executive Officer, resigned as Executive Director effective 1 April 2013.

Anthony O’Neill was appointed as an Executive Director of the company with effect from

20 February 2013.

Anthony O’Neill resigned as Executive Director with effect from 19 July 2013.

Richard Duffy was appointed Chief Financial Officer and Executive Director with effect from

1 June 2013. Richard will retire at the Annual General Meeting to be held on 14 May 2014 and will

offer himself for re-election.

Non-Executive Directors

The following directors retired at the Annual General Meeting held on 13 May 2013: Bill Nairn,

Ferdinand Ohene-Kena and Frank Arisman.

In terms of the company’s Memorandum of Incorporation, the following directors will retire at the

Annual General Meeting to be held on 14 May 2014: Rhidwaan Gasant, Sipho Pityana and

Tito Mboweni, and are eligible for re-election. Tito Mboweni has decided not to make himself

available for re-election.

The names and biographies of the directors of the company are listed on page 33 of this document.

Company Secretary

There was no change to the office of Company Secretary during 2013. The name, business and

postal address of the Company Secretary are set out under Administrative Information on page 236.

Directors’ and Prescribed Officers’ interests in AngloGold Ashanti shares

The interests of directors, prescribed officers and their associates in the ordinary shares of the

company at 31 December 2013, which did not individually exceed 1% of the company’s issued

ordinary share capital, were:

31 December 2013

Beneficial holding

31 December 2012

Beneficial holding

Direct

Indirect

Direct

Indirect

Non-Executive Directors

FB Arisman

4,984

Kirkwood

3,000 - - -

LW Nkuhlu

3,000

800

RJ Ruston

(1)

- 1,000

Total

3,000

4,000

- 5,784

Executive Directors

Duffy

1,180 - - -

M Cutifani

61,692

AM O’Neill

7,000

S Venkatakrishnan

78,437

52,508

Total

79,617

114,200 7,000

Company Secretary

ME Sanz Perez

1,135

Total

1,135

- -

Prescribed Officers

Boninelli

1,284 - -

CE Carter

36,500

25,078

GJ Ehm

(2)

1,213

- - -

O’Hare

1,379 - - -

Largent

1,910 - - -

Noko

615 - - -

Total

41,617

1,284

25,078 -

Grand total

125,369

5,284

139,278 12,784

SM Pityana, Non-Executive Director of AngloGold Ashanti, has an indirect beneficial holding in the

company given that he is a trustee and beneficiary of a trust which holds a 44% interest in Izingwe

Holdings, the company’s BEE partner. As at 31 December 2013, Izingwe Holdings held 350,000

E ordinary shares in the issued capital of the company (2012: 700,000 E ordinary shares). This

holding is unchanged at the date of this report.

(1)

Held on the Australian stock exchange as 5,000 CHESS Depository Receipts (5 CDIs are equivalent to 1 ordinary share)

(2)

Held on the Australian stock exchange as 6,067 CHESS Depository Receipts (5 CDIs are equivalent to 1 ordinary share)

Changes in directors’ and prescribed officers’ interests in AngloGold Ashanti shares after

31 December 2013:

Date of
transaction

Type of transaction

Number
of shares

Direct/indirect
beneficial
holding

Executive Directors

RN Duffy

4 March 2014

On market purchase of shares

5,025 Indirect

S Venkatakrishnan 28 February 2014