Gold Fields non-executive director Terence Goodlace.
Image: Supplied
Gold Fields shareholders exercised their rights when just more than a fifth voted against the reappointment of a non-executive director as stakeholders increasing raise their voices at annual general meetings (AGMs).
According to voting results released after Thursday’s AGM, 22.63% of shareholders voted against veteran mining executive Terence Goodlace’s re-election as a non-executive director, making him the most contested director on the board.
That contrasted with support levels for the rest of the board, where most directors received backing above 99%.
Goodlace chairs Gold Fields’ Safety, Health and Sustainable Development Committee and has served on the board since 2016. He is regarded as one of South Africa’s most experienced mining executives, with more than four decades in the industry dating back to 1977.
Goodlace previously served as chief operating officer of Gold Fields before later becoming chief executive of Impala Platinum and Metorex. He has chaired Kumba Iron Ore since 2021.
The elevated dissent comes as there was broader shareholder support for Gold Fields’ governance and remuneration structures.
Only 8.51% of shareholders voted against the company’s remuneration policy, while 3.15% opposed the remuneration implementation report. At the same AGM, shareholders also approved increases in non-executive director fees.
According to the remuneration report, standard board fees for non-executive directors are proposed to increase from $91,400 (R1,503,923) to $95,100 (R1,564,803) for the 2026/27 period, while additional fees for chairpersons of board committees would rise from $20,300 (R334,022) to $21,200 (R348,831).
As chair of the Safety, Health and Sustainable Development Committee, Goodlace falls within that committee chair fee category.
Gold Fields explained its remuneration approach in the annual report, saying the remuneration committee was satisfied that pay outcomes “appropriately reflect Company performance and reinforce our commitment to fair, transparent and responsible pay practices”.
The company said its remuneration governance framework was designed to promote “independent oversight, disciplined decision-making and alignment with shareholder interests”.
Gold Fields also noted that executives are excluded from discussions regarding their own remuneration and said the committee monitored pay equity and wage gaps across the group.
The company benchmarks executive remuneration against major international mining companies including Newmont, Barrick Mining, AngloGold Ashanti and Harmony Gold.
Goodlace has previously resigned board positions, with MiningMX reporting in 2023 that Australian-listed Southern Palladium announced his resignation as chair after what the company described as advice from a proxy advisory services firm regarding the number of board positions he held at the time.
The AGM vote also comes against a backdrop of growing shareholder activism in South Africa’s corporate sector.
The Institute of Directors in South Africa has previously said shareholders are increasingly “paying attention and legitimately using their voice to show discontent” in remuneration and governance matters.
An Ethical Boardroom report published in 2023 said shareholder activism was rising in South Africa as investors increasingly viewed themselves as active owners rather than passive shareholders.
“The common thread throughout that history is the belief that owners of companies – shareholders – have a responsibility to drive positive financial and societal outcomes from their investments by being active owners, not passive owners,” the report said.
The report added that South Africa’s legal and regulatory framework had helped strengthen shareholder activism by giving investors mechanisms to influence governance and long-term corporate behaviour.
On balance, all resolutions at the AGM were passed and Gold Fields said shareholders representing 86.97% of total votable shares participated in the meeting.
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