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A resolution for the endorsement of the remuneration implementation report of miner Gold Fields, including a golden handshake for former CEO Chris Griffith, of three years' pay, garnered less than two-thirds shareholder support on Wednesday.
The report got just over 64% of the vote, while over 35% voted against it. According to JSE listing requirements, in line with King Code IV on corporate governance, a vote against of more than 25% requires the company to begin engagements on the concerns, even if the vote isn't binding.
As such, dissenting shareholders have been called on to email the company secretary before 23 June.
According to Gold Fields 2022 annual report, former CEO Chris Griffith's total remuneration was almost $5.1 million (about R83 million using the then-average exchange rate) with almost $3 million (R49 million) of this made up of "other payments," including his termination agreement. Griffith's contract with Gold Fields included a two-year restraint of trade - or a clause which prevents him from working for competitors.
Griffith was also not required to work his 12-month notice period and received payment in lieu of this.
According to the report, Griffith's salary - paid in dual currencies - was R10.5 million in 2022 in rands along with $340 000 (about R5.5 million).
Griffith joined the company in April 2021 but stepped down in December last year after a deal to acquire Yamana Gold, a Canadian precious metals company, soured. The transaction had not yet gone to a shareholder vote, but a number of detractors had already indicated they did not support the deal. Gold Fields did, however, walk away with a $300-million break fee due to the termination of the deal.
All other resolutions at Wednesday's AGMs were passed with the requisite amount of votes, including the remuneration policy itself – which outlines how total remuneration is structures - and was endorsed with 91% of the vote.
At almost R287 a share, Gold Fields stock price is 63% higher in the year to date and has more than doubled in the past three years.
