Governance

Sibanye-Stillwater’s Code of ethics sets out the principles of conduct and ethics to be followed by all company representatives to promote and foster, among other things, honest and ethical conduct in our business practices, compliance with all applicable laws and regulatory requirements, a work environment in which all individuals are treated with respect and dignity, the avoidance of conflicts of interest and ethical dealings with governmental officials, including compliance with all applicable anti-competitive, anti-bribery and anti-corruption laws.

The Code is an essential element of our approach to Environmental, Social and Governance (ESG) performance. The Code is binding upon to all directors, officers and employees of the Sibanye-Stillwater group of companies. In addition, we actively encourage and expect contractors, suppliers and other Group third party business partners to comply with the principles set out in the Code.

The Code contains whistleblower provisions under which concerns regarding actual or suspected violations of the Code or other improper activities may be reported, including on a confidential and anonymous basis, without fear of retaliation. Reported violations are investigated promptly and appropriate disciplinary action taken, including, where warranted, termination of employment or contract and, if the matter is criminal in nature, referral to the appropriate authorities.

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

Our Board of Directors is led by an independent non-executive Chairman, supported by a lead independent director. The Board and comprises 13 directors in all, 11 of whom are independent non-executive directors. Our directors understand our business, are committed to our CARES values and Code of Ethics, and actively work together to foster our short- and long-term success. Specific charters setting out roles and responsibilities have been developed for the Board and its standing committees. These are reviewed and revised annually when appropriate.

As at 22 April 2022, all members of the Sibanye-Stillwater Board of Directors had a tenure of two years. This is a result of the scheme of arrangement implemented on 24 February 2020 by Sibanye Stillwater Limited and Sibanye Gold Limited (SGL) in terms of section 114 of the South African Companies Act, 2008, which resulted in, among other things, SGL’s operations being reorganised under SSW, which became the parent company of the group. In terms of the scheme, the directors on the board of SGL resigned and were appointed as directors of SSW. In terms of the Companies Act and resolutions passed by the Board, the directors of SSW were appointed to the Board and its Committees with effect from the Implementation Date of the Scheme, which occurred on 24 February 2020.

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.

• 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. The members are Keith Rayner (Chair), Tim Cumming, Savannah Danson, Rick Menell, Nkosemntu Nika, Susan van der Merwe and Sindiswa Zilwa. See their Terms of reference.
• 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. The members are Rick Menell (Chair), Tim Cumming, Savannah Danson, Neal Froneman, Harry Kenyon-Slaney, Keith Rayner, Susan van der Merwe and Sindiswa Zilwa. See their Terms of reference.
• Nominating and governance committee: Develops our approach to matters relating to corporate governance and makes recommendations to the Board on all such matters, while keeping abreast of best practice. Monitors and evaluates effectiveness and composition of the Board and its committees while planning for director and senior executive succession planning. The members are Vincent Maphai (Chair), Rick Menell, Nkosemntu Nika, Keith Rayner, Jerry Vilakazi and Susan van der Merwe. See their Terms of reference.
• 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. The members are Tim Cumming (Chair), Savannah Danson, Harry Kenyon-Slaney, Vincent Maphai, Nkosemntu Nika and Keith Rayner. See their Terms of reference.
• 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 members are Harry Kenyon-Slaney (Chair), Savannah Danson, Dr Elaine Dorward-King, Neal Froneman, Rick Menell, Vincent Maphai, Susan van der Merwe and Sindiswa Zilwa. See their Terms of reference.
• 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. Oversees and monitors anti-corruption policy and performance, the company’s standing as a responsible corporate citizen particularly in relation to the Code of Ethics. Monitors compliance in terms of UNGC. The members are Jerry Vilakazi (Chair), Tim Cumming, Dr Elaine Dorward-King, Harry Kenyon-Slaney, Rick Menell, Vincent Maphai, Nkosemntu Nika and Keith Rayner. See their Terms of reference.
• Investment Committee: Established in February 2021, the purpose of this committee is to discharge a pivotal role in guiding and overseeing the allocation of capital and to oversee the Group’s investment activities. The members are Rick Menell (chairman), Keith Rayner, Tim Cumming, Savannah Danson, Harry Kenyon-Slaney, Jerry Vilakazi and Sindiswa Zilwa. This committee meets on an ad hoc basis. See their Terms of reference