Sibanye-Stillwater - Governance

At Sibanye-Stillwater, we are committed to the highest standards of corporate governance, ethical conduct and regulatory compliance. Strong and effective governance is fundamental to the sustainability of our business and to the creation of enduring value for all our stakeholders.

Principled governance, ethical conduct and regulatory compliance across the spectrum of our operations are underpinned and reinforced by our iCARES values – innovation, commitment, accountability, respect, enabling and safety.

The Board ensures effective, responsible, ethical leadership, and is firmly committed to upholding robust standards of corporate governance, applied to all operations. The Board and executive management are guided by our purpose and vision.

The Group aligns and complies with the principles of the King IV Code on Corporate Governance™ for South Africa, 2016 (King IV™) and any updated governance principles relating to King V Code on Corporate Governance™ for South Africa, 2025 (King V™) (collectively the King Report), the South African Companies Act (Act No. 71 of 2008), as amended (Companies Act), the JSE Listings Requirements, principles of the NYSE Listed Company Manual and other relevant laws and regulations. Beyond compliance, the Group pursues its goals with integrity, transparency, accountability and value-creation, as encapsulated by our iCARES values. Sustainability is embedded throughout our business and strategy.

A closer look

Code of Ethics

Sibanye-Stillwater’s Code of Ethics (Code) outlines the fundamental principles of ethical conduct and provides clear expectations for all Group representatives. The Code promotes and fosters honest, professional, fair, and respectful behaviour in our business practices. It emphasizes respect for human rights, zero tolerance for discrimination, harassment, and bullying, and a work environment where all individuals are treated with dignity and respect. Additionally, it advocates for responsible and ethical use of Artificial Intelligence, avoidance of conflicts of interest, ethical dealings with governmental officials, and compliance with all applicable laws and regulatory requirements, including anti-competitive, anti-bribery, and anti-corruption laws.

The Code is an essential element of our Sustainability Strategic Framework. It is binding on every employee, director and officer of Sibanye-Stillwater, and similarly, every employee, director, and officer of any entity globally managed by Sibanye-Stillwater. Additionally, contractors, suppliers, customers, consultants, current and prospective business partners, and other third parties with which the Group interacts are encouraged to adhere to the principles outlined in the Code as well as the Supplier Code of Conduct.

The Code includes whistleblower provisions for reporting actual or suspected violations thereof other improper activities confidentially and anonymously, without fear of retaliation. Reported violations are investigated promptly, and appropriate disciplinary actions are taken, which may include termination of employment or contract where warranted, and referral to the appropriate authorities if the matter is criminal in nature.

The principles of the Code are elaborated further in specific policy statements on ethics and corporate governance, human rights, and sustainable development.

Board and its committees

The Board is supported by the work of seven standing committees – audit, risk, nominating and governance, remuneration, safety and health, social and ethics and investment – each of which adopts an annual work plan and meets regularly throughout the year.

For the biography of each board member, please see the page on Leadership.

See announcement published on 12 March 2026 for board committee changes that will become effective on 28 May 2026.

The detail included in the table below is for the board and committees on 24 April 2026.

Board

Has ultimate responsibility for providing ethical leadership and strategic guidance, ensuring that the principles of good corporate governance are observed in delivering on our strategy.

Chairman: Dr Vincent Maphai
Members: Eight independent non-executive directors, four non-executive directors and two executive directors
Number of meetings annually: Four and two strategy sessions
Number of meetings in 2025: Seven. All members attended all meetings in 2025

Audit committee

Ensures financial sustainability of the Group by monitoring and reviewing financial controls and procedures, as well as the effectiveness and integrity of internal audit and control systems. Appoints independent, external auditor. Oversees regulatory and legislative compliance.

Chairman: Terence Nombembe
Members: Sindiswa Zilwa, Harry Kenyon-Slaney, Dr Peter Hancock and Dr Lindiwe Mthimunye
Number of meetings annually: Six
Number of meetings in 2025: Six. All members attended all meetings in 2025 except for Dr Lindiwe Mthimunye who attended one meeting as she was only appointed to the Board on 26 August 2025

Changes from 28 May 2026

Establishment of a combined Audit and Risk Committee

Members: Terence Nombembe, Sindiswa Zilwa, Harry Kenyon-Slaney, Dr Peter Hancock, Dr Lindiwe Mthimunye and Philippe Boisseau

Investment committee

Established in February 2021 to discharge a pivotal role in guiding and overseeing the allocation of capital and to oversee the Group’s investment activities.

Chairman: Keith Rayner
Members: Timothy Cumming, Harry Kenyon-Slaney, Philippe Boisseau, Dr Peter Hancock, Prof Jeremiah Vilakazi, Terence Nombembe, and Sindiswa Zilwa
Number of meetings annually: Two
Number of meetings in 2025: Five. All members attended all meetings in 2025

Changes from 28 May 2026

The Committee will be dissolved

Nominating and Governance committee

Develops our approach to corporate governance matters and makes recommendations to the Board on all such matters while keeping abreast of best practice. Monitors and evaluates the effectiveness and composition of the Board and director and senior executive succession planning.

Chairman: Dr Vincent Maphai
Members: Richard Menell, Keith Rayner, Prof Jeremiah Vilakazi, Harry Kenyon- Slaney and Dr Elaine Dorward-King
Number of meetings annually: Four
Number of meetings in 2025: Four. All members attended all meetings in 2025

Changes from 28 May 2026

Further to the Board approving a committee size limit of no more than eight non-executive directors to improve efficiency and balance director workload, the following directors will be new members of the committee: Richard Menell, Keith Rayner, Prof Jeremiah Vilakazi, Harry Kenyon-Slaney, Dr Elaine Dorward-King, Terence Nombembe and Dr Peter Hancock

Remuneration committee

Ensures payment of fair rewards to attract, retain and motivate executive management with the skills and experience necessary to support and sustain the company and its strategy, and evaluates performance in relation to reward.

Chairman: Timothy Cumming
Members: Harry Kenyon-Slaney, Dr Vincent Maphai, Dr Elaine Dorward-King, Philippe Boisseau and Keith Rayner
Number of meetings annually: Four
Number of meetings in 2025: Five. All members attended all meetings in 2025.

Changes from 28 May 2026

Chairman: Keith Rayner
Further to the Board approving a committee size limit of no more than eight non-executive directors (to improve efficiency and balance director workload), the following directors will be new members of the committee: Dr Vincent Maphai, Richard Menell, Dr Lindiwe Mthimunye, Harry Kenyon-Slaney, Dr Elaine Dorward-King and Terence Nombembe

Risk committee

Ensures Group sustainability by evaluating and overseeing implementation of efficient risk management processes and controls to identify, monitor and mitigate risks and to act on opportunities identified.

Chairman: Harry Kenyon-Slaney
Members: Timothy Cumming, Dr Elaine Dorward-King, Philippe Boisseau, Dr Peter Hancock, Sindiswa Zilwa, Keith Rayner, Richard Menell, Terence Nombembe and Dr Richard Stewart
Number of meetings annually: Four
Number of meetings in 2025: Four. All members attended all meetings in 2025.

Changes from 28 May 2026

Will be dissolved and consolidated with the Audit Committee

Safety and health committee

Ensures adherence to occupational health and safety laws, regulations and external standards, reviews relevant policy and monitors performance of related key indicators so as to minimise mining-related accidents and their impacts. The Safety and Health Committee analyses safety incidents to understand the root causes and to evaluate action plans to prevent future occurrences.

Chair: Prof Jeremiah Vilakazi
Members: Dr Elaine Dorward-King, Dr Vincent Maphai, Harry Kenyon-Slaney, Dr Peter Hancock, Sindiswa Zilwa, Richard Menell and Dr Richard Stewart
Number of meetings annually: Eight
Number of meetings in 2025: Eight. All members attended all meetings in 2025

Changes from 28 May 2026

Further to the Board approving a committee size limit of no more than eight non-executive directors to improve efficiency and balance director workload, the following directors will be new members of the committee: Dr Richard Stewart, Sindiswa Zilwa, Philippe Boisseau, Dr Peter Hancock and Dr Lindiwe Mthimunye

Social, ethics and sustainability committee

Supports and assists the Board in ensuring compliance with best practice recommendations relating to the ethical conduct of our stakeholder engagement, as well as transformation and inclusive economy targets. Oversees and monitors anti-corruption policy and performance, the Group’s standing as a responsible corporate citizen, particularly in relation to the Code of ethics. Monitors compliance with the principles of the UNGC.

Chairman: Dr Elaine Dorward-King
Members: Timothy Cumming, Dr Elaine Dorward-King, Harry Kenyon- Slaney, Philippe Boisseau, Dr Vincent Maphai, Richard Menell, Prof Jeremiah Vilakazi, Keith Rayner, Terence Nombembe and Dr Lindiwe Mthimunye
Number of meetings annually: Four
Number of meetings in 2025: Four. All members attended all meetings in 2025

Changes from 28 May 2026

Further to the Board approving a committee size limit of no more than eight non-executive directors to improve efficiency and balance director workload, the following directors will be new members of the committee: Sindiswa Zilwa, Rick Menell, Dr Vincent Maphai, Philippe Boisseau, Prof Jeremiah Vilakazi and Keith Rayner

About us

Our business

Sustainability

News & investors

Careers

Suppliers