GOLD FIELDS LTD [GFI] Filings

20-F 1 gfi-20231231.htm 20-F gfi-20231231

As filed with the Securities and Exchange Commission on 28 March 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

Form 20-F

_______________________

(Mark One)


☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended 31 December 2023


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from to

Commission file number: 1-31318

_______________________

Gold Fields Limited

(Exact name of registrant as specified in its charter)

_______________________

Republic of South Africa

(Jurisdiction of incorporation or organisation)

150 Helen Road

Sandown, Sandton, 2196

South Africa

011-27-11-562-9700

(Address of principal executive offices)

with copies to:

Kelly Carter

EVP Group Head of Legal & Compliance

Tel: +61 8 9211 9252

kelly.carter@goldfields.com

150 Helen Road

Sandown, Sandton, 2196

South Africa

Michael Z. Bienenfeld

Igor Rogovoy

Linklaters LLP

Tel: +44-20 7456 2000

One Silk Street

London EC2Y 8HQ

United Kingdom

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
American Depositary Shares, each representing one ordinary share	GFI	New York Stock Exchange
Ordinary shares of no par value each		New York Stock Exchange*

*Not for trading, but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital

or common stock as of the close of the period covered by the Annual Report

893,540,813 ordinary shares of no par value

_______________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☒ No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ☐ Yes

No ☒

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those

Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for

such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)

during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,”

“accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐	Emerging growth company	☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period

for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section

404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to

previously issued financial statement. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive

officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


U.S. GAAP	☐	International Financial Reporting Standards	as issued by the International Accounting Standards Board	☒	Other	☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the

distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

Gold Fields’ Operations

GFI-P00001AA-J00136 - Global Assets (003) (002).jpg

Form 20-F Cross Reference Guide


Item	Form 20-F Caption	Location in this document	Page

1	Identity of directors, senior management and advisers	NA	—
2	Offer statistics and expected timetable	NA	—
3	Key information
	(b)Capitalisation and indebtedness	NA	—
	(c)Reasons for the offer and use of proceeds	NA	—
	(d)Risk factors	Further Information—Risk Factors	1-26
4	Information on the Company
	(a)History and development of the Company	Presentation of Financial and Other Information	ix
		Further Information—Additional Information on the Company— Organisational Structure	28
		Annual Financial Report—Accounting Policies	AFR 89-111
		Further Information—Additional Information—Memorandum of Incorporation—General	95
		Integrated Annual Report—Administration and Corporate Information	IAR 92
		Integrated Annual Report—Our Business Model	IAR 9-10
		Integrated Annual Report—Chairperson’s Report	IAR 12-13
		Integrated Annual Report—Overview of Our Portfolio and Growth Strategy	IAR 78-79
		Annual Financial Report—Director’s Report—Significant Announcements in 2023	AFR 11-12
		Annual Financial Report—Management’s Discussion and Analysis of Financial Statements—Overview	AFR 13-15
		Annual Financial Report—Management’s Discussion and Analysis of Financial Statements—Capital Expenditures	AFR 31-33
		Further Information—Description of Mining Business—Capital Expenditure	72
		Integrated Annual Report—Chief Executive Officer’s Report	IAR 20-22
		Further Information—Description of Mining Business—The Gold Mining Industry—Guidance for 2024	74-75
		Further Information—Additional Information—Taxation— Documents on Display	104
	(b)Business overview	Gold Fields’ Operations	Back of cover
		Further Information—Additional Information on the Company— Summary Disclosure of Mining Operations Pursuant to Item 1303 of Regulation S-K under the Securities Act	28-38
		Further Information—Additional Information on the Company— Individual Property Disclosure Pursuant to Item 1304 of Regulation S-K under the Securities Act	38-69
		Integrated Annual Report—Who We Are	IAR 6-10

Form 20-F Cross Reference Guide continued


Item	Form 20-F Caption	Location in this document	Page

		Integrated Annual Report—Chief Executive Officer’s Report	IAR 20-22
		Integrated Annual Report—Overview of Our Portfolio and Growth Strategy	IAR 78-79
		Integrated Annual Report—Production and Cost Performance	IAR 45-50
		Integrated Annual Report—Environmental Stewardship	IAR 66-75
		Integrated Annual Report—Summarised Governance Report	IAR 14
		Integrated Annual Report—Building a Safe and Respectful Workplace	IAR 37-44
		Integrated Annual Report—Governments	IAR 60-65
		Governance and Remuneration Report—Application of King IV within Gold Fields	GRR 27-30
		Annual Financial Report—Management’s Discussion and Analysis of the Financial Statements—Results for the period - years ended 31 December 2023 and 31 December 2022	AFR 33-40
		Annual Financial Report—Management’s Discussion and Analysis of the Financial Statements—Results for the period - years ended 31 December 2022 and 31 December 2021	AFR 49-56
		Annual Financial Report—Management’s Discussion and Analysis of the Financial Statements—Health and Safety Impact	AFR 18
		Annual Financial Report—Director’s Report—Environmental Obligations	AFR 12
		Annual Financial Report—Statement of Financial Position— Provision for Environmental Rehabilitation Costs	AFR 77-78
		Annual Financial Report—Accounting Policies—Basis for Preparation—Provision for Environmental Rehabilitation Costs	AFR 97
		Further Information—Description of Mining Business	71-75
		Further Information—Environmental and Regulatory Matters	76-87
	(c)Organisational structure	Further Information—Additional Information on the Company— Organisational Structure	27-28
	(d)Property, plant and equipment	Further Information—Additional Information on the Company— Summary Disclosure of Mining Operations Pursuant to Item 1303 of Regulation S-K under the Securities Act	28-34
		Further Information—Additional Information on the Company— Individual Property Disclosure Pursuant to Item 1304 of Regulation S-K under the Securities Act	38-61
		Further Information—Additional Information on the Company— Internal Controls Disclosure Pursuant to Item 1305 of Regulation S-K under the Securities Act	70
		Annual Financial Report—Management’s Discussion and Analysis of the Financial Statements	AFR 13-85
		Annual Financial Report—Accounting Policies—Property, Plant and Equipment	AFR 101
		Annual Financial Report—Notes to the Consolidated Financial Statements—Note 16. Property, Plant and Equipment	AFR 130

Form 20-F Cross Reference Guide continued


Item	Form 20-F Caption	Location in this document	Page

		Integrated Annual Report—Our Business Model	IAR 9-10
		Integrated Annual Report—Chief Executive Officer’s Report	IAR 20-22
		Further Information—Additional Information on the Company— Summary Disclosure of Mining Operations Pursuant to Item 1303 of Regulation S-K under the Securities Act—Summary of Mineral Resources and Reserves	34-38
		Integrated Annual Report—Environmental Stewardship	IAR 66-75
		Integrated Annual Report—Production and Cost Performance	IAR 45-50
		Integrated Annual Report—Overview of Our Portfolio and Growth Strategy	IAR 78-79
		Further Information—Environmental and Regulatory Matters	76-87
4A	Unresolved staff comments	NA	—
5	Operating and financial review and prospects
	(a)Operating results	Annual Financial Report—Management’s Discussion and Analysis of the Financial Statements	AFR 13-85
		Annual Financial Report—Accounting Policies—Foreign Operations	AFR 100-101
		Annual Financial Report—Notes to the Consolidated Financial Statements—Note 41. Risk Management Activities—Foreign Currency Sensitivity	AFR 161-162
		Annual Financial Report—Consolidated Statement of Comprehensive Income	AFR 113
		Integrated Annual Report—Our Operating Environment	IAR 23
		Integrated Annual Report—Governments	IAR 60-65
		Further Information—Environmental and Regulatory Matters	76-87
	(b)Liquidity and capital resources	Annual Financial Report—Management’s Discussion and Analysis of the Financial Statements—Liquidity and Capital Resources— Years ended 31 December 2023 and 31 December 2022	AFR 64
		Annual Financial Report—Management’s Discussion and Analysis of the Financial Statements—Liquidity and Capital Resources— Years ended 31 December 2022 and 31 December 2021	AFR 70-71
		Annual Financial Report—Management’s Discussion and Analysis of the Financial Statements—Credit Facilities	AFR 78
		Annual Financial Report—Management’s Discussion and Analysis of the Financial Statements—Working Capital	AFR 79
		Annual Financial Report—Management’s Discussion and Analysis of the Financial Statements—Contractual Obligations, Commitments and Guarantees at 31 December 2023	AFR 79-80
		Integrated Annual Report—Financial Performance	IAR 51-52
		Annual Financial Report—Notes to the Consolidated Financial Statements—Note 27. Borrowings	AFR 143-145
		Annual Financial Report—Notes to the Consolidated Financial Statements—Note 37. Commitments	AFR 151
		Annual Financial Report—Notes to the Consolidated Financial Statements—Note 40. Financial Instruments	AFR 154-156

iii

Form 20-F Cross Reference Guide continued


Item	Form 20-F Caption		Location in this document	Page

			Annual Financial Report—Notes to the Consolidated Financial Statements—Note 41. Risk Management Activities	AFR 157-164
			Annual Financial Report—Notes to the Consolidated Financial Statements—Note 42. Capital Management	AFR 165
	(c)Research and development, patents and licences, etc.		NA	—
	(d)Trend information		Annual Financial Report—Management’s Discussion and Analysis of the Financial Statements—Trend Outlook	AFR 85
			Integrated Annual Report—Our Operating Environment	IAR 23
			Integrated Annual Report—Chief Executive Officer’s Report	IAR 20-22
	(e)Off-balance sheet arrangements		Annual Financial Report—Management’s Discussion and Analysis of the Financial Statements—Off-Balance Sheet Items	AFR 79
	(f)Tabular disclosure of contractual obligations		Annual Financial Report—Management’s Discussion and Analysis of the Financial Statements—Contractual Obligations, Commitments and Guarantees at 31 December 2023	AFR 79-80
	(g)Safe harbour		Forward-Looking Statements	xvii-xviii
6	Directors, senior management and employees
	(a)Directors and senior management	A n n	Governance and Remuneration Report—Our Board of Directors	GRR 15-16
		I n t	Integrated Annual Report—Our Board of Directors	IAR 16
		F u r	Further Information—Directors, Senior Management and Employees—Directors	88-89
			Further Information—Directors, Senior Management and Employees—Executive Committee	89-91
			Annual Financial Report—Directors’ Report	AFR 9-12
	(b)Compensation		Governance and Remuneration Report—Remuneration Report	GRR 34-67
			Annual Financial Report—Note 43. Related Parties	AFR 166-168
	(c)Board practices		Further Information—Directors, Senior Management and Employees	88-91
			Integrated Annual Report—Our Board of Directors	IAR 16
			Governance and Remuneration Report—Our Board of Directors	GRR 15-16
			Governance and Remuneration Report—Remuneration Report	GRR 34-67
			Governance and Remuneration Report—Board Committees	GRR 17-26
			Annual Financial Report—Audit Committee Report	AFR 5-8
			Governance and Remuneration Report—Application of King IV within Gold Fields	GRR 27-30

Form 20-F Cross Reference Guide continued


Item	Form 20-F Caption	Location in this document	Page

	(d)Employees	Integrated Annual Report—Building a Safe and Respectful Workplace	IAR 37-44
		Integrated Annual Report—Where We Operate	IAR 6-7
		Integrated Annual Report—Summarised Governance Report	IAR 14
		Further Information—Directors, Senior Management and Employees—Employees	91
		Further Information—Directors, Senior Management and Employees—Safety	92
		Annual Financial Report—Management’s Discussion and Analysis of the Financial Statements—Labour Impact	AFR 17
	(e)Share ownership	Annual Financial Report—Directors’ Report—Share Ownership of Directors and Executive Officers

GOLD FIELDS LTD [GFI] Filings

GOLD FIELDS LTD [GFIOF] Filings