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Board committees

The Board has formed the following committees in compliance with good corporate governance:

  • Audit Committee
  • Risk Committee
  • Nominating and Governance Committee
  • Remuneration Committee
  • Safety, Health and Sustainable Development Committee
  • Social and Ethics Committee (to comply with the statutory requirements of the South African Companies Act 71 of 2008)

All of these committees are composed of a majority of independent non-executive directors, except for Risk Committee of which Chris Chadwick is a member.

All of these committees are also exclusively composed of non-executive directors except the Safety, Health and Sustainable Development Committee of which the CEO is a member.

The committees are all chaired by an independent non-executive director and operate in accordance with written terms of reference, which have been approved by the Board.

Audit Committee

  • Keith Rayner (Chairman)
  • Savannah Danson
  • Rick Menell
  • Nkosemntu Nika
  • Susan van der Merwe

This committee monitors and reviews Sibanye-Stillwater’s accounting controls and procedures, including the effectiveness of its information systems and other systems of internal control, as well as the effectiveness of the internal audit function, reports of external and internal auditors, interim reports, the annual report on SEC Form 20-F, the consolidated annual financial statements, the accounting policies of Sibanye-Stillwater and any proposed revisions thereto, external audit findings and reports, and the approval thereof, and compliance with applicable legislation and requirements of regulatory authorities and Sibanye-Stillwater’s Code of Ethics.

Risk Committee

  • Rick Menell (Chairman)
  • Tim Cumming
  • Keith Rayner

This committee is responsible for ensuring that management implements appropriate risk management processes and controls. The entire process of risk management, which includes related systems of internal control, is the responsibility of the Board. Management is accountable to the Board for designing, implementing and monitoring an integrated process of risk management into the daily activities of Sibanye-Stillwater. The Board, through the Risk Committee, ensures that management implements appropriate risk management processes and controls.

Nominating and Governance Committee

  • Sello Moloko (Chairman)
  • Barry Davison
  • Rick Menell
  • Nkosemntu Nika
  • Jerry Vilakazi

This committee is responsible for ensuring that new directors undergo an appropriate induction process, recommending to the Board the need for Board participation in continuing education programmes, identifying and recommending to the Board successors to the Chairman and CEO, developing Sibanye-Stillwater’s approach to matters of corporate governance and making recommendations to the Board concerning such matters.

Remuneration Committee

  • Tim Cumming (Chairman)
  • Savannah Danson
  • Barry Davison
  • Sello Moloko
  • Nkosemntu Nika
  • Keith Rayner

This committee is responsible for determining Sibanye-Stillwater’s remuneration policy and the practices needed to attract, retain and motivate high-performing executives who are demonstrably aligned with Sibanye-Stillwater’s corporate objectives and business strategy, and for ensuring that remuneration levels relative to other comparable companies are pitched at the desired level, taking relative performance into account. The Remuneration Committee also reviews, on behalf of the Board, the remuneration levels of senior executives and management share-incentive schemes as well as the related performance criteria and measurements. To perform these functions, the Remuneration Committee meets quarterly or more frequently if required.

Safety, Health and Sustainable Development Committee

  • Barry Davison (Chairman)
  • Neal Froneman
  • Rick Menell
  • Sello Moloko
  • Susan van der Merwe

This committee reviews adherence to occupational health, safety and environmental standards by Sibanye-Stillwater. The committee seeks to minimise mining-related accidents, to ensure that Sibanye-Stillwater’s operations are in compliance with all environmental regulations, and to establish policy in respect of HIV/Aids and health matters.

Social and Ethics Committee

  • Jerry Vilakazi (Chairman)
  • Tim Cumming
  • Barry Davison
  • Rick Menell
  • Sello Moloko
  • Keith Rayner

This committee is responsible for discharging its statutorily imposed duties as outlined in Section 72 of the Companies Act and the applicable regulations, which include monitoring Sibanye-Stillwater’s activities in relation to relevant legislation, other legal requirements and prevailing codes of best practice regarding social and economic development, good corporate citizenship, the environment, health and public safety as well as the impact on Sibanye-Stillwater’s activities, products and services, consumer relations, and labour and employment legislation.