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 09, 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.
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):
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):
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.
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: Material Contract: Employment Contract of the Chief Financial Officer
AngloGold Ashanti Limited
Reg No: 1944/017354/06
Directors: SM Pityana (Chairman) S Venkatakrishnan (British/Indian) (Chief Executive Officer ) R N Duffy (Chief Financial Officer) R Gasant NP January-Bardill MJ
Kirkwood (British) Prof LW Nkuhlu RJ Ruston (Australian) Group General Counsel and Company Secretary: ME Sanz Perez
Directors: SM Pityana (Chairman) S Venkatakrishnan (British/Indian) (Chief Executive Officer ) R N Duffy (Chief Financial Officer) R Gasant NP January-Bardill MJ
Kirkwood (British) Prof LW Nkuhlu RJ Ruston (Australian) Group General Counsel and Company Secretary: ME Sanz Perez
76 Jeppe Street, Newtown 2001
PO Box 62117, Marshalltown 2107, South Africa
Tel: +27 (0) 11 637 6000
Fax: +27 (0) 11 637 6624
Website: www.anglogoldashanti.com
PO Box 62117, Marshalltown 2107, South Africa
Tel: +27 (0) 11 637 6000
Fax: +27 (0) 11 637 6624
Website: www.anglogoldashanti.com
19
February
2014
Mr Richard Duffy
AngloGold Ashanti Limited Strictly Confidential
Corporate Office
76 Jeppe Street
Johannesburg
2000
Dear Richard
EXTENSION OF FIXED TERM PERIOD – CHIEF FINANCIAL OFFICER
I am pleased to confirm that your fixed term period in the position of Chief Financial Officer has been
extended for a further six months until 31 May 2015 at which time your employment will terminate. The
full detail of this separation will be detailed in the letter below. Your initial company start date of 1
February 1987 remains unchanged.
1. SALARY PACKAGE AND EMPLOYMENT CONDITIONS
1.1
Salary
Your salary will remain unchanged. Salaries are reviewed annually and your next salary
review will be in January 2015.
1.2
Incentive
Schemes
You will be eligible to participate in the company incentive schemes, namely, the Bonus
Share Plan (comprising the Annual Cash Bonus and the Bonus Share Awards), the Long
Term Incentive Plan and Co-Investment Plan subject to the rules thereof as amended by
the company from time to time. Payments and awards in terms of these schemes are
discretionary and normally done in January/February of each year.
Note that participation in these schemes is solely at the discretion of the company. The
following is a brief outline of the above-mentioned schemes:
Share Plan (comprising the Annual Cash Bonus and the Bonus Share Awards), the Long
Term Incentive Plan and Co-Investment Plan subject to the rules thereof as amended by
the company from time to time. Payments and awards in terms of these schemes are
discretionary and normally done in January/February of each year.
Note that participation in these schemes is solely at the discretion of the company. The
following is a brief outline of the above-mentioned schemes:
i)
Annual Cash Bonus
You may earn up to 70% of your base salary as an annual cash bonus. The
annual bonus is determined by the achievement of a number of Company level
performance targets and personal targets.
annual bonus is determined by the achievement of a number of Company level
performance targets and personal targets.
Please acknowledge acceptance of this
offer by signing this copy and returning
it to the Human Resources Department.
offer by signing this copy and returning
it to the Human Resources Department.
ii)
Bonus Share Awards
Your annual cash bonus will be matched by an award of shares (Bonus Shares)
equal to 150% of the cash bonus. Fifty % of each grant vests 12 months after
issue and the balance after 24 months.
equal to 150% of the cash bonus. Fifty % of each grant vests 12 months after
issue and the balance after 24 months.
iii)
Long Term Incentive Plan (LTIP)
You will also be eligible to participate in our Long Term Incentive Program (LTIP).
Participation will be in accordance with the annual allocation as per the scheme
rules. In terms of the LTIP, you will currently be eligible to be allocated shares to
the value of between 140% to 200% of your Basic Salary based on the Boards
discretion.
Participation will be in accordance with the annual allocation as per the scheme
rules. In terms of the LTIP, you will currently be eligible to be allocated shares to
the value of between 140% to 200% of your Basic Salary based on the Boards
discretion.
The LTIP is a performance based scheme with set targets over a three year
period and the amount of shares that will vest will be in accordance with the
achievements of targets as per the rules.
period and the amount of shares that will vest will be in accordance with the
achievements of targets as per the rules.
iv) Co-investment Plan
You will also be eligible to participate in our Co-investment Plan. You will be
permitted to take up to 50% of your after tax cash bonus and invest it in shares.
The Company will then match these shares with 150% provided you hold your
investment over a 2 year period. The matching will occur in 2 tranches, 50% after
one year and 50% at the end of the second year.
permitted to take up to 50% of your after tax cash bonus and invest it in shares.
The Company will then match these shares with 150% provided you hold your
investment over a 2 year period. The matching will occur in 2 tranches, 50% after
one year and 50% at the end of the second year.
1.3
Leave
Your annual leave entitlement will be 30 working days per year. You are required to take
at least 15 working days’ leave each leave cycle. The remaining 15 working days may
be encashed or accumulated up to a maximum of 30 days, whereafter they will be
automatically encashed on an annual basis at the end of December each year.
at least 15 working days’ leave each leave cycle. The remaining 15 working days may
be encashed or accumulated up to a maximum of 30 days, whereafter they will be
automatically encashed on an annual basis at the end of December each year.
You are entitled to 30 working days’ sick leave in each leave cycle.
1.4
Hours of Work
Your official hours of work will be from 08:30 to 17:00, from Monday through to Friday,
(excluding public holidays).
(excluding public holidays).
2.
HEALTH CARE, RETIREMENT BENEFITS AND INSURANCES
2.1
Medical Aid
Your current participation in the Discovery Health Scheme remains unchanged in line
with the rules in place from time to time.
with the rules in place from time to time.
2.2
AngloGold Ashanti Pension Fund
Your current membership of the AngloGold Ashanti Pension Fund will remain unchanged
in line with the rules in place from time to time.
in line with the rules in place from time to time.
2.3
Retirement Date
Your retirement date is the end of the month in which you turn 60.
2.4
Accident Insurance
This cover currently provides for a death benefit of three times your annual earnings and
a permanent total disablement benefit of three times your annual basic earnings
dependent on the degree of disablement, as well as medical cover up to R300, 000.00.
Standard exclusions and conditions apply to this insurance policy. The Company pays
the premium.
This insurance policy also covers you for any medical expenses that you incur as a
result of any accidental injury that you sustain, whether or not you are on duty and even
if there is no permanent disability. These medical expenses are claimed from the insurer
and not from the medical aid. Upon your engagement with the company, you will be
required to nominate beneficiaries in the event of your death.
2.5
Unemployment Insurance Fund
You will be required to contribute towards the UIF. Your contribution will be 1% of your
taxable earnings, up to a maximum contribution of R1,784.64 per annum. This will be
deducted from your salary on a monthly basis.
taxable earnings, up to a maximum contribution of R1,784.64 per annum. This will be
deducted from your salary on a monthly basis.
3. EMPLOYMENT TERMS
3.1
Period 1 June 2013 up to and including 31 May 2014
You will be required during this period to hold the position of CFO and in this capacity
you will be required to induct and train an identified successor into the CFO role.
If you resign from the Company during this period you will be subject to the terms under
clause 4.7 (Resignation), of this agreement and shall forfeit any entitlement to a
severance package. If the Company during this period appoints the CFO successor into
the CFO role your redundancy will be brought forward and calculated on the agreed
date.
you will be required to induct and train an identified successor into the CFO role.
If you resign from the Company during this period you will be subject to the terms under
clause 4.7 (Resignation), of this agreement and shall forfeit any entitlement to a
severance package. If the Company during this period appoints the CFO successor into
the CFO role your redundancy will be brought forward and calculated on the agreed
date.
3.2
Period 1 June 2014 up to and including 31 May 2015
From 1 June 2014 up to and including 31 May 2015 the company and yourself can
mutually agree to terminate your services based on you finding suitable alternate
employment, the CFO replacement being promoted or any other mutually agreed term.
The termination will be treated as a redundancy.
On the mutually agreed date you will become redundant and your package, shares and
any other benefits including your six month payment in lieu of notice will be included in
your termination package as per the termination rules in place from time to time.
From 1 June 2014 up to and including 31 May 2015 the company and yourself can
mutually agree to terminate your services based on you finding suitable alternate
employment, the CFO replacement being promoted or any other mutually agreed term.
The termination will be treated as a redundancy.
On the mutually agreed date you will become redundant and your package, shares and
any other benefits including your six month payment in lieu of notice will be included in
your termination package as per the termination rules in place from time to time.
4. GENERAL
4.1
Council / Sectoral Determination
AngloGold Ashanti is not covered by any bargaining council or any sectoral
determination that normally establishes the basic conditions of employment for
employees in a sector or specific area.
determination that normally establishes the basic conditions of employment for
employees in a sector or specific area.
4.2
Gymnasium
The AngloGold Ashanti gymnasium is situated on the ground floor. Should you wish to
avail yourself of this facility; a membership fee of R60.00 per month will be deducted
from your monthly salary. Please contact extension 6442 regarding membership.
avail yourself of this facility; a membership fee of R60.00 per month will be deducted
from your monthly salary. Please contact extension 6442 regarding membership.
4.3
Rules, Policies and Procedures
AngloGold Ashanti has developed rules, policies and procedures on employment related
matters with which you are expected to comply. These may change from time to time to
address new circumstances. Should you require a copy of a specific policy or
procedure, please contact the Human Resources Department accordingly; alternatively
you may make reference to the company’s intranet/HR portal.
matters with which you are expected to comply. These may change from time to time to
address new circumstances. Should you require a copy of a specific policy or
procedure, please contact the Human Resources Department accordingly; alternatively
you may make reference to the company’s intranet/HR portal.
4.4
Other Employment
Employment with AngloGold Ashanti precludes you from doing work for your own
account or for any other employer unless you have received the written permission of
AngloGold Ashanti.
account or for any other employer unless you have received the written permission of
AngloGold Ashanti.
4.5
Previous Employment
Any employment with a previous employer will not count towards service with AngloGold
Ashanti, unless that period is specifically recognized by AngloGold Ashanti and stated as
such in this offer of employment.
Ashanti, unless that period is specifically recognized by AngloGold Ashanti and stated as
such in this offer of employment.
4.6
Mobility
AngloGold Ashanti is an international Company and you may be requested to relocate to
any of its regional offices or operations globally.
4.7
Termination of Employment
Your employment can be terminated for a fair reason and after a fair procedure has been
followed.
followed.
Dismissal - the grounds for dismissal recognised by the Labour Relations Act are
conduct, capacity and operational requirements. AngloGold Ashanti has policies and
procedures that regulate termination of employment in each of these cases, to ensure
that any action taken on its part is fair.
conduct, capacity and operational requirements. AngloGold Ashanti has policies and
procedures that regulate termination of employment in each of these cases, to ensure
that any action taken on its part is fair.
Summarily, your services will be terminated for any reasons justifiable by law.
Mutual Separation - if either you or AngloGold Ashanti wish to terminate your contract of
employment, six calendar months written notice of intention to do so must be given to
the other party. Notice can be given on any working day.
employment, six calendar months written notice of intention to do so must be given to
the other party. Notice can be given on any working day.
Resignation - You may terminate your employment by providing
six (6) months written
notice of resignation. No further salary or short term incentive will be paid after the date
of your termination. All unvested long term incentives and bonus shares will lapse.
of your termination. All unvested long term incentives and bonus shares will lapse.
4.8
Change of Control
Subject to clause 4.7 above, in the event of a Change of Control, and your employment
is terminated by the Company within twenty four (24) months of that Change of Control
(other than pursuant to clause 4.7), the company will pay you:
is terminated by the Company within twenty four (24) months of that Change of Control
(other than pursuant to clause 4.7), the company will pay you:
i.
All salary, benefits and bonuses in lieu of your notice pay (6 months);
ii.
An equal additional 6 month payment of salary and benefits, inclusive of the value
of any pension contributions that would have been made by the Company in the
6 months following the termination date (less such tax and national insurance
contributions as the Company is obliged to deduct from the sum);
of any pension contributions that would have been made by the Company in the
6 months following the termination date (less such tax and national insurance
contributions as the Company is obliged to deduct from the sum);
iii.
All entitlements under the Company’s Share Schemes will vest on a pro rata
basis in accordance with the rules of the Scheme in place at the time.
basis in accordance with the rules of the Scheme in place at the time.
Your entitlement to any benefit or payment under this clause 4.8 is conditional on you
accepting this payment as full and final settlement in the event of a Change of Control
and that the following occur:
i.
accepting this payment as full and final settlement in the event of a Change of Control
and that the following occur:
i.
AngloGold Ashanti becomes a subsidiary of another company; or
ii.
Substantially all of the businesses, assets and undertakings of AngloGold Ashanti
become owned by any person, firm or company; or
become owned by any person, firm or company; or
iii.
A number of shareholders holding less than 35% of the Company’s issued share
capital act in concert to gain a majority of the Board and force changes in the
management of the company;
management of the company;
and as a consequence of this :
·
·
your employment is terminated as a result of an involuntary termination, or
·
your role is significantly diminished and your employment conditions are reduced.
If you would like clarity on any of these terms and conditions, please contact Chantal van Dyk in the
Human Resources Department for further details.
Human Resources Department for further details.
Please acknowledge receipt of this letter and acceptance of the conditions contained therein by signing
this copy with the attached annexures and returning it to the Human Resources Department.
Yours sincerely
SRINIVASAN VENKATAKRISHNAN
CHIEF EXECUTIVE OFFICER
this copy with the attached annexures and returning it to the Human Resources Department.
Yours sincerely
SRINIVASAN VENKATAKRISHNAN
CHIEF EXECUTIVE OFFICER
Acceptance:
__________________
_______________
RICHARD
DUFFY
DATE
CONFIDENTIALITY AGREEMENT
To: Mr. Richard Duffy
In consideration of me agreeing to be employed as Chief Financial Officer, you as the undersigned
Employee acknowledge and agree that your employment by AngloGold Ashanti (‘the Employer’)
necessarily involves your understanding of, and access to, certain trade secrets and confidential
information pertaining to the business of the Employer (including its affiliates, subsidiaries or joint
ventures). Accordingly, you agree that for the period of your employment with the Employer and for a
period of two (2) years following the date of termination of your employment, you will not, directly or
indirectly, without the prior written consent of the Employer, disclose or use for the benefit of any
person, corporation, entity, or for yourself, any and all files, trade secrets or other confidential
information concerning the internal affairs of the Employer (including its affiliates, subsidiaries or joint
ventures), including, but not limited to, information pertaining to its clients, services, products, earnings,
finances, operations, methods or other activities, provided, however, that the foregoing shall not apply
to information which is of public record or is generally known, disclosed or available to the general
public or the industry generally. Notwithstanding the foregoing, you may disclose such information as
required by law during any legal proceedings. Further, you agree that you shall not, directly or
indirectly, remove or retain, without the express prior written consent of the Employer, and upon
termination of employment for any reason you shall return to the Employer, any records, computer
disks, computer printouts, business plans or any copies or reproductions thereof, or any information or
instruments derived therefrom, arising out of or relating to the business of the Employer or obtained as
a result of your employment by the Employer.
Signed at _______________________ on this the _______ day of _______________________ 2013.
_____________________________________
R DUFFY
In consideration of me agreeing to be employed as Chief Financial Officer, you as the undersigned
Employee acknowledge and agree that your employment by AngloGold Ashanti (‘the Employer’)
necessarily involves your understanding of, and access to, certain trade secrets and confidential
information pertaining to the business of the Employer (including its affiliates, subsidiaries or joint
ventures). Accordingly, you agree that for the period of your employment with the Employer and for a
period of two (2) years following the date of termination of your employment, you will not, directly or
indirectly, without the prior written consent of the Employer, disclose or use for the benefit of any
person, corporation, entity, or for yourself, any and all files, trade secrets or other confidential
information concerning the internal affairs of the Employer (including its affiliates, subsidiaries or joint
ventures), including, but not limited to, information pertaining to its clients, services, products, earnings,
finances, operations, methods or other activities, provided, however, that the foregoing shall not apply
to information which is of public record or is generally known, disclosed or available to the general
public or the industry generally. Notwithstanding the foregoing, you may disclose such information as
required by law during any legal proceedings. Further, you agree that you shall not, directly or
indirectly, remove or retain, without the express prior written consent of the Employer, and upon
termination of employment for any reason you shall return to the Employer, any records, computer
disks, computer printouts, business plans or any copies or reproductions thereof, or any information or
instruments derived therefrom, arising out of or relating to the business of the Employer or obtained as
a result of your employment by the Employer.
Signed at _______________________ on this the _______ day of _______________________ 2013.
_____________________________________
R DUFFY
NON-SOLICITATION UNDERTAKINGS
To: Mr. Richard Duffy
In consideration of you being employed as Chief Financial Officer you agree that you will not during the
currency of your employment with the Employer and for the duration of this agreement, in any manner
or form, solicit, entice, encourage or induce any employee of the Employer (including its affiliates,
subsidiaries and joint ventures) to terminate his / her employment unless agreed to by the applicable
Employer in writing. This clause applies appropriately modified, to subcontractors and other persons for
whom the Employee may be responsible.
I acknowledge that in view of the position of extreme trust and confidence attached to my position as
Employee, this undertaking is reasonable in all respects and essential to the protection of the Employer
and its shareholders. I further acknowledge and agree that I shall continue to be bound by the terms of
this undertaking for a further twelve (12) months after employment terminates, notwithstanding the
reason for termination of my employment with the Employer.
Signed at _________________________ on this the _______ day of ______________________ 2013.
_______________________________________
R DUFFY
15 May 2013 Strictly Confidential
Mr Richard Duffy
AngloGold Ashanti Limited
Corporate Office
76 Jeppe Street
Johannesburg
2000
Dear Richard
Attached please find your revised employment contract. This details your conditions of employment
over the next 24 month period from 1 June 2013 to 31 May 2014.
I would like to highlight the following facts for consideration when looking at your contract :
Corporate Office
76 Jeppe Street
Johannesburg
2000
Dear Richard
Attached please find your revised employment contract. This details your conditions of employment
over the next 24 month period from 1 June 2013 to 31 May 2014.
I would like to highlight the following facts for consideration when looking at your contract :
1.
Your severance package will be calculated on your revised January 2015 pay and will have the
additional months service included in the calculation;
2. The BSP and LTIP shares with a February/ March 2015 vesting date will vest in accordance
with the standard rules, all other unexercised shares will vest on a pro- rata basis on your date
of termination;
3. You will receive the full Share Retention Bonus payment (once the performance conditions are
met) at the end of August 2014 if you remain in service at that date. Should you leave after 31
May 2014 but before 31 August 2014 your Share Retention Bonus payment will be pro-rated;
4. There will be on-going contributions to your Pension Scheme up to the date of your termination
of service.
additional months service included in the calculation;
2. The BSP and LTIP shares with a February/ March 2015 vesting date will vest in accordance
with the standard rules, all other unexercised shares will vest on a pro- rata basis on your date
of termination;
3. You will receive the full Share Retention Bonus payment (once the performance conditions are
met) at the end of August 2014 if you remain in service at that date. Should you leave after 31
May 2014 but before 31 August 2014 your Share Retention Bonus payment will be pro-rated;
4. There will be on-going contributions to your Pension Scheme up to the date of your termination
of service.
I would like to take the opportunity to thank you for your on-going commitment.
SRINIVASAN VENKATAKRISHNAN
CHIEF EXECUTIVE OFFICER
SRINIVASAN VENKATAKRISHNAN
CHIEF EXECUTIVE OFFICER
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AngloGold Ashanti Limited
Date: April 09, 2013
By:
/s/ M E SANZ PEREZ
Name:
M E Sanz Perez
Title: Group General Counsel and Company
Secretary
Title: Group General Counsel and Company
Secretary