GROUP
SUPPLEMENTARY INFORMATION 2023
APPLICATION OF KING IV PRINCIPLES: 2023
APPLICATION OF KING IV REPORT ON CORPORATE GOVERNANCE TM FOR SOUTH AFRICA 2016 (KING IV) AT SIBANYE-STILLWATER
Sibanye-Stillwater is a responsible corporate citizen, committed to high standards of governance, ethics and integrity. Sibanye-Stillwater has adopted the principles and recommended practices of King IV as per the JSE Listings Requirements. King IV promotes transparency, accountability, risk management and effective leadership to standards that we embrace.
Application of King IV Principles:
Principle | Application | Reference to disclosure |
Principle 1: | ||
The governing body should | Our Board of Directors is the governing body of the Group and is committed to good corporate governance | See our Board charter and Code of ethics |
lead ethically and effectively | principles as set out in King IV. It is committed to the principles of transparency, accountability, integrity and fairness | which can be found at |
and to permeating these throughout the organisation. | www.sibanyestillwater.com/about-us/ | |
The Board provides consistent leadership and strategic guidance to improve value creation for stakeholders. It also | governance/ | |
assumes responsibility for all subsidiaries on audit, risk, ethics and ESG-related issues. | ||
The Group's Code of ethics, Human rights policies, Anti-Bribery and corruption policy, Anti-money laundering and | ||
counter-terrorism policy; and the Whistleblowing policy meet international best practice standards and are applied | ||
across all regions. | ||
Principle 2: | ||
The governing body should | The Board subscribes to the highest standards of ethical behaviour and to governance best practice in guiding the | See Code of ethics: |
govern the ethics of the | Group. The Board sets an example of integrity, transparency and compliance to its own rules for management and | www.sibanyestillwater.com/about-us/ |
organisation in a way that | employees to follow. | governance/ |
supports the establishment | The Board has adopted the key policies of global best practice in ethical governance, including the Code of ethics, | See Integrated report, pages 19 - 20 |
of an ethical culture | ||
and strict rules on conflicts of interest and share dealings. The Board delegates oversight of our performance as a | ||
responsible corporate citizen to the Social, Ethics and Sustainability Committee. | ||
As part of the induction process, every employee receives training of the various policies that overarch the ethical | ||
culture in the Group. This includes, but is not limited to, our whistle-blower hotline. Our Gift policy stipulates reporting | ||
levels pertaining to gifts and conflicts of interest. Our employee Code of ethics is a comprehensive policy covering all | ||
aspects of sound workplace behaviour to nurture an ethical culture. We also encourage our service providers to | ||
abide by the Code, making them aware of the standards we expect of them. | ||
In enhancing our governance structures and values-based culture, we drafted policies for anti-bribery,anti-money | ||
laundering, and counter-terrorism financing. These policies confirm the Group's zero tolerance approach to fraud | ||
and theft, including bribery, corruption, extortion, money laundering, and terrorist financing of any kind. | ||
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GROUP
SUPPLEMENTARY INFORMATION 2023
Principle | Application | Reference to disclosure |
Principle 3: | ||
The governing body should | The Board and the executive team determine a strategy and business model that are underpinned by the idea of | See our strategy and strategic delivery, the |
ensure the organisation | stakeholder capitalism, through which the Group contributes to solving the global challenges of the day (both | Social, Ethics and Sustainability Committee: |
is and is seen to be | environmental and social). The Group signs on to all relevant third-party standards that assure for good corporate | Chairman's report and Leadership view sections |
a responsible citizen | citizenship. The Board Charter, together with the Social, Ethics and Sustainability Committee's Terms of reference, | on pages 13 -18, 181 - 184 of the Integrated |
stipulate that the Board oversees the management of climate change-related risks. | report, respectively. (See Continuous safe | |
The Group's performance targets and PRP (performance-related pay) incentives include financial and non-financial | production, page 126, Health, wellbeing | |
and occupational health, page 137); | ||
measures related to responsible corporate citizenship. | ||
Minimising our environmental impact, page 188, | ||
In 2022, we constituted a Diversity, equity and inclusion council (DEIC) to accelerate the cause of building an inclusive | Socioeconomic development, page 216 and | |
business, whereby persons of all nationalities, races, genders, sexual preferences, political and religious affiliations | Governance in Sustainability: Our considered | |
and other personal distinguishing features are recognised for the distinctive value that they contribute. In 2023, we | decision-making, page 229. | |
launched Women of Sibanye-Stillwater (WoSS) for the SA and US regions, to address gender inequalities and barriers | ||
to female employment. WoSS reports into the DEIC. We also launched the Business resource group (BRG) in 2023 to | ||
create a more inclusive working environment for women. The BRG focuses on three key projects: PPE for women, | ||
physical requirements of jobs, mentoring. | ||
As part of embedding ESG excellence in the way we do business and as a strategic differentiator, Sibanye-Stillwater | ||
has taken a bold initiative to become a Force for good. This strategic essential acknowledges the partnerships and | ||
collaborations necessary for betterment and prosperity within South Africa, and within the global mining value chain | ||
of which we are a part. It is reinforced by the drive to build robust business ecosystems, create shared value, and to | ||
be a good corporate citizen. In addition, the Sibanye Foundation, which houses our Social impact fund, was | ||
registered. The fund is endowed through donations equivalent to 1.5% of our declared dividend flows. | ||
Principle 4: | ||
The governing body should | Our ability to create value sustainably is illustrated by our strategic pillars. Our strategy is implemented through | See the Audit Committee report in the Group |
appreciate that the | strategic essentials and strategic differentiators, and considers risks and opportunities as well as stakeholder concerns. | |
organisation's core purpose, | Our Board approved the strategy of focusing on our four key value drivers. It oversees implementation and measures | See Risk management report on our website |
its risk and opportunities, | ||
management against operational plans and targets in achieving the agreed performance criteria. | See How we create value - our business model, | |
strategy, business model, | ||
performance and sustainable | We enforce a continuous risk identification and assessment process to remain ahead of emerging risks. Our enterprise | Our purpose, vision, strategy and values, and |
development are all | Managing our risks and opportunities within the | |
risk management (ERM) process is applied across health, safety, environmental, fraud and regulatory compliance | ||
inseparable elements of | external environment sections, page 34, 36, 80 | |
risks. | ||
the value-creation process | and 51 of the Integrated report, respectively. | |
See the going concern status contained in | ||
the Audit and Risk Committees reports within | ||
the Group Annual Financial Report, which can | ||
be found at www.sibanyestillwater.com/news- | ||
investors/reports/annual/ | ||
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GROUP
SUPPLEMENTARY INFORMATION 2023
Principle | Application | Reference to disclosure |
Principle 5: | ||
The governing body should | In developing our Integrated report, we are guided by the Integrated Reporting Framework, whereby we report on | See Audit Committee report in Group annual |
ensure that reports issued | the six capitals, as stores of value, transforming these through our operations and business activities. Our Integrated | |
by the organisation enable | report details our business model and strategy; how we respond to our operating environment, risks and opportunities; | See the Group annual financial report |
stakeholders to make informed | how we respond to the needs and interests of key stakeholders; our activities and performance, and our outlook in the | approved by the Board: |
assessments of the | medium to long term. | www.sibanyestillwater.com/news-investors/ |
organisation's performance, | ||
The Integrated report is prepared in close consultation with the Audit Committee, who reviews it and recommends | reports/annual | |
and its short, medium- | ||
it to the Board for approval. The same goes for the Group Annual financial report, King IV disclosures and other | ||
and long-term prospects | ||
assurance reports. The Directors individually and collectively accept full responsibility for the accuracy of the | ||
information given and acknowledge that, to the best of their knowledge and belief, no facts have been omitted that | ||
would make any statements in the reports issued false or misleading. | ||
Principle 6: | ||
The governing body should | The Board's roles and responsibilities are documented in its Charter. Through its committee structures, the Board is the | See the Corporate governance report on |
serve as a focal point and | focal point for, and custodian of, the Group's governance framework, with which management must abide. The | pages 19 - 33 in the Integrated report. |
custodian of corporate | Board recognises corporate governance as being fundamental to the sustainability of our business. Our approach is | |
governance in the organisation | based on the standards and practices set out in King IV, South African Companies Act 71 of 2008 (as amended) ("the | |
Act"), the JSE Listings Requirements, the NYSE Listed Company Manual and other relevant laws. The Board also | ||
subscribes to the principles of the International Council on Mining and Metals (ICMM), United Nations Global Compact | ||
(UNGC), World Gold Council (WGC), and the International Platinum Group Metals Association (IPA) requirements. | ||
Principle 7: | ||
The governing body should | The Nominating and Governance Committee assists the Board annually by reviewing committee composition in | See the Board and executive leadership on |
comprise knowledge, skill, | terms of balancing skills, experience, diversity, independence and knowledge, and whether the Board has the right | page 8 of the Integrated report. |
experience, diversity | mix of people to effectively discharge its role and responsibilities. | |
and independence for it to | The Board is satisfied that the necessary balance is in place and has embarked on a Board evolution process to | |
discharge its governance role | ||
and responsibilities objectively | ensure that the appropriate independence and required skills are maintained. | |
and effectively | ||
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GROUP
SUPPLEMENTARY INFORMATION 2023
Principle | Application | Reference to disclosure |
Principle 8: | ||
The governing body should | We have the required board committees and relevant membership as recommended in King IV. The composition of | See Corporate governance, page 26 and |
ensure that its arrangements | board committees and distribution of authority between the Chairman and other directors is balanced, and Board | Detail on Board committees, page 272 in the |
for delegation within its | dynamics are considered participative. Members can comfortably challenge each other when there are divergent | |
own structures promote | views. The Board emphasises a strong results-orientated and decisive view, with a vigilant approach to governance | |
independent judgement, | and risk awareness. | |
and assist with balance of | The Audit Committee is satisfied that the auditor is independent. Limited non-audit services are performed after | |
power and the effective | ||
being approved by the Audit Committee. The audit firm has been appointed and must be reappointed by | ||
discharge of its duties | ||
shareholder and is reappointed by shareholders at the AGM, with the designated audit partner having oversight of | ||
the audit. The Chief Financial Officer (CFO) is responsible for the finance function. Internal audit is in-sourced with | ||
limited external vendors that provide specialist audits. The CFO is responsible for overseeing and coordinating the | ||
effective functioning of this arrangement with direct functional reporting to the Audit Committee Chair. The | ||
effectiveness of the CFO function and that of the chief audit executive (CAE) is annually assessed by the committee. | ||
Principle 9: |
The governing body should ensure that the evaluation of its own performance and that of its committees, its chair and its individual members, support continued improvement in its performance and effectiveness
The Group conducts yearly internal performance evaluations of the Board, Chairman, sub-committees as well as individual members. As per King IV, independent external valuations are performed every second year. The Board is satisfied with the leadership of the Chairman of the Board and all chairs of the Committees.
The Company Secretary's performance is evaluated annually; the Board considered and satisfied itself on the competence, qualifications and experience of the Company Secretary.
See the evaluation of the Board in the Corporate governance, page 27 in the Integrated report.
Principle 10:
The governing body should | A detailed mandate outlines our delegation of authority and approvals frameworks. This outlines matters reserved | See Code of ethics: www. sibanyestillwater.com/ |
ensure that the appointment | for the Board, its committees and management. The Board is satisfied that delegation to management contributes | about-us/governance/ |
of, and delegation to, | to an effective arrangement by which authority and responsibilities are exercised. The mandate is reviewed and | See the Corporate governance report, page 26 |
management contribute to | approved annually. | |
of the Integrated report. | ||
role clarity and the effective | ||
exercise of authority and | ||
responsibilities | ||
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GROUP
SUPPLEMENTARY INFORMATION 2023
Principle | Application | Reference to disclosure |
Principle 11: | ||
The governing body should | Effective risk management ensures that the Group meets its strategic intent and growth targets. The Board has | See How we create value - our business model, |
govern risk in a way that | overall responsibility for the Group's risk management framework and system of internal control and review; it also | Our purpose, vision, strategy and values, |
supports the organisation | determines the Group's risk tolerance and risk appetite, and it regularly reviews risks and uncertainties. The Board has | Advancing our three-dimensional strategy, |
in setting and achieving its | delegated oversight of risk governance to the Risk Committee. | and Managing our risks and opportunities within |
strategic objectives | the external environment sections on pages 34, | |
36, and 51 of the Integrated report, | ||
See the going concern status contained in the | ||
Audit and Risk Committees' reports in the Group | ||
annual financial report which can be found at | ||
www.sibanyestillwater.com/news-investors/ | ||
reports/annual | ||
Principle 12: | ||
The governing body should | The Board is responsible for technology and information governance, with ultimate responsibility for ensuring that ICT | See Information governance in the Corporate |
govern technology and | strategies are aligned with overall business strategy. It oversees the effective use of ICT infrastructure through our | governance report, page 32 of the Integrated |
information in a way | combined assurance forum and Audit and Risk committees. | |
that supports the organisation | In line with the proposed U.S. Securities and Exchange Commission (SEC) regulations, the Board, through the Nominating | |
setting and achieving its | ||
and Governance Committee, appointed Sindiswa Zilwa as the Board's cybersecurity expert. | ||
strategic objectives | ||
Principle 13: | ||
The governing body should | Sibanye-Stillwater subscribes to zero tolerance for regulatory non-compliance, for which dedicated compliance | See Statement on compliance in the Corporate |
govern compliance with | officers appointed in the US and SA regions have responsibility. The EU region uses external legal advisors to ensure | governance report, page 31 of the |
applicable laws and adopted, | compliance. | |
non-binding rules, codes | Business units hold compliance risk profile sessions bi-annually to assign responsibility for all relevant compliance | |
and standards in a way that | ||
commitments, and to furnish the business with fit-for-purpose regulatory risk profiles, which highlight areas of | ||
supports the organisation | ||
improvement. Any instances of non-compliance may be reported through the toll-free numbers: South Africa: 0800 | ||
being ethical and a good | ||
001 987, United States: 1-800-317-0287, Finland: 0800 772 244, France: 0805 080 544 and Australia: 1 800 633 293. | ||
corporate citizen | ||
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GROUP
SUPPLEMENTARY INFORMATION 2023
Principle | Application | Reference to disclosure |
Principle 14: | ||
The governing body should | Sibanye-Stillwater remunerates fairly, on the competitive end of industry standard, and above regulatory | See our Remuneration report, page 233 |
ensure that the organisation | requirements. The Remuneration report details our policy and its implementation, and these are annually | of the Integrated Report. |
remunerates fairly, responsibly | presented to shareholders for a non-binding advisory vote. | |
and transparently to promote | In line with the requirements in King IV, the Remuneration policy and Implementation report are presented to | |
the achievement of strategic | ||
the shareholders for two separate non-binding advisory votes at the AGM. In the event that more than 25% of the | ||
objectives and positive outcomes | ||
in short, medium and long term | shareholders vote against either of these resolutions, the Remuneration Committee engages with shareholders and | |
considers their suggestions for remediation. | ||
The Remuneration Committee engages with shareholders using various methods of communication and ensures | ||
that shareholders have ample choice and opportunity to air concerns. | ||
The Remuneration Committee addresses valid and reasonable concerns raised by shareholders. These are | ||
communicated in detail back to shareholders. | ||
Principle 15: | ||
The governing body should | The Board, assisted by the Audit and Risk committees, determines the areas of strategic and business focus, | See How we create value - our business model, |
ensure that assurance services | which in turn regulate the level of appropriate assurance for identified business risks and exposures. | Our purpose, vision, strategy and values, Advancing |
and functions enable an effective | Our combined assurance framework adequately covers the Group's significant risks and material matters in an | our three-dimensional strategy, and Managing our |
control environment and that | risks and opportunities within the external | |
these support the integrity of | effective control environment. Our risks are linked to our key value drivers and determined through the integrated | environment sections on pages 34, 36, 48 and |
information for internal decision- | risk management process, controls and mitigating strategies. | 51of the Integrated report, respectively. |
making and of the organisation's | See Risk management and Combined assurance | |
external reports | report, page 29 of the Integrated report. | |
Principle 16: | ||
In the execution of its | We have identified our stakeholder groups and are actively balancing their needs, interests and expectations. | See Engaging with our stakeholders, page 71 |
governance role and | of the Integrated report. | |
responsibilities, the governing | ||
body should adopt a | ||
stakeholder-inclusive approach | ||
that balances the needs, interests | ||
and expectations of material | ||
stakeholders in the best interests | ||
of the organisation over time | ||
FOR MORE INFORMATION, CONTACT: | |||
James Wellsted | |||
Executive Vice President: | Email: ir@sibanyestillwater.com | ||
Investor Relations and Corporate Affairs | Website: www.sibanyestillwater.com | ||
OUR VISION: | For more information on our actions to minimise our environmental impact, please see | ||
To be a leader in superior shared value for all stakeholders | our 2023 Integrated report, www.sibanyestillwater.com/news-investors/report/annual |
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Sibanye Stillwater Limited published this content on 26 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2024 14:36:16 UTC.