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Board committees

The Board is supported by the following committees. All committees, including the Board, fulfilled their responsibilities in accordance with their terms of reference. Below is a summary of each committee and its membership.

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; the effectiveness of the internal audit function; reports of both 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

While the entire risk management process, including related systems of internal control, is the responsibility of the Board, this committee is responsible for ensuring that management implements appropriate risk management processes and controls. 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 the approach of Sibanye-Stillwater 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, both the remuneration levels of senior executives and management share-incentive schemes and the related performance criteria and measurements. To perform these functions, the Remuneration Committee meets quarterly, or more frequently if required.

Safety, Health Committee

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

This committee reviews adherence to occupational health and safety. The committee seeks to minimise mining-related accidents.

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.