Corporate governance delivering value

Key committee activities and deliberations

• Oversaw management’s efforts to ensure the Group’s financial stability amid the decline in PGM prices, through strategic cash conservation and effective cash management
• Oversaw the impairment review of key assets, including property, plant and equipment, goodwill, and equity-accounted investments, affecting Impala, Impala Canada, Two Rivers, and Mimosa
• Reviewed the accounting treatment of the Implats B-BBEE empowerment transaction and considered the calculation of the IFRS 2 B-BBEE charge. Reviewed the associated disclosures in the consolidated financial statements to its satisfaction
• Assessed the financial impact of the new Zimbabwe Gold (ZWG) currency on Implats’ Zimbabwean operations. Reviewed protection measures against currency depreciation and approved the reclassification of cash to a ZWG-denominated instrument, confirming satisfaction with the financial treatment
• Assessed and confirmed the appropriateness of the going-concern assumption adopted in both the interim and the annual financial statements
• Approved the internal audit plan and reviewed regular reports from the Group risk management and internal audit functions, and external auditors on the adequacy and effectiveness of the internal control system
• Monitored the effectiveness of IT systems, with a particular focus on cyber security in both IT and operational technology (OT) functions
• Recommended that no interim and final dividends be declared, in line with the Group capital allocation framework, balance sheet and liquidity, as well as dividend policies
• Reviewed the internal controls related to in-process metal inventories and concluded that the in-process metal was fairly valued.

Outlook and future focus areas

Include, but are not limited to:

• Continuing to monitor market conditions and oversee the implementation of appropriate cash preservation responses to improve profitability and ensure the sustainability of the Group’s various operations
• Continuing to monitor and maintain an optimal capital structure for the Group and monitoring the appropriateness of the capital allocation framework, taking cognisance of future growth options, market conditions and medium-term capital requirements
• Monitoring the ever-increasing cyber security risk and the internal and mitigating controls in place and continuing to monitor the integration of the IT and OT environment and the associated impact on cyber security risk
• Monitoring and responding to developments in the sustainability and climate-related financial reporting landscape ensuring the Group has the appropriate resources and controls to meet stakeholder requirements.

A comprehensive list of the committee’s duties and focus areas are available in the audit and risk committee report in the annual consolidated financial statements, which are available at www@implats.co.za.

Key committee activities and deliberations

• Revised the remuneration policy to include adjustments to variable pay and the integration of ESG metrics into our long-term incentive plan, ensuring alignment with sustainable performance and shareholder expectations
• Due to market conditions and operational challenges, the committee approved the deferment of 2023 salary increases proposed by management. For 2024, the committee proposed a targeted, two-pronged salary adjustment
  approach: a standard increase aligned with inflation, and an additional adjustment addressing last year’s deferral
• Assessed management’s strategy to strengthen stakeholder relations in the pursuit of harmonious co-existence with host communities and the labour force
• Approved a 0% LTIFR safety score adjustment for the Group and Impala Rustenburg, as proposed by management, following the increase in fatalities, including the 11 Shaft tragedy
• Strengthened the link between ESG performance and executive pay by incorporating ESG metrics, including safety and social impacts into the long-term incentive plan
• Oversaw labour restructuring across the Group, including the initiation of a Section 189(3) process across the South African operations
• Monitored the integration of Impala Bafokeng into the Group, including alignment in performance management, rewards, retirement funds and employee housing conditions
• Oversaw management’s initiatives to create sustainable livelihoods in mine communities through social performance programmes
• Reviewed and approved the ESG and remuneration reports
• Approved the Group policy on harassment, bullying and victimisation
• Monitored the development of the Companies Amendment Bill, which was signed into law and became the Companies Amendment Act in July 2024.

Outlook and future focus areas

• Continuing to oversee the integration of Impala Bafokeng into the Implats operating model, with a particular emphasis on fostering cohesive people integration and effectively managing labour union relations
• Overseeing management’s strategy to retain critical skill sets, stabilise operational leadership and strengthen leadership capacity and capability
• Focus on innovative funding strategies to sustain social performance programmes, specifically tailored to the challenges of a declining metals price environment.

Failure to establish resilience around water scarcity within the South African region (refer to the environmental chapter of the ESG report).

Key committee activities and deliberations

• Monitored the safety impact of the 11 Shaft personnel conveyance tragedy, which took place on 27 November 2023 and resulted in 13 fatalities and a further 73 injuries. The committee oversaw the progress of the rehabilitation of injured employees, reskilling programmes for those unable to return to their original positions, and ensured continued support for the families of the deceased through the Group’s We Care programme
• Oversaw internal investigations into the 11 Shaft incident, conducted alongside regulatory processes, ensuring full compliance with internal, industry and regulatory standards. The committee is committed to sharing key insights with relevant stakeholders to enhance industry-wide safety practices
• Supervised efforts to strengthen the Group’s safety culture, including hosting safety summits and establishing robust safety performance targets, with continuous improvement initiatives planned through to 2029
• Approved a Group-wide mental health and wellness policy to promote the holistic wellbeing of employees
• Provided strategic oversight of the Group’s environmental strategy, including the management of biodiversity and land rehabilitation initiatives
• Oversaw environmental stewardship initiatives and supported the Group’s decarbonisation strategy, which targets a 30% reduction in carbon emissions by 2030 and a 37% increase in renewable energy consumption by FY2024
• Monitored the alignment of tailings management practices with the Global Industry Standard on Tailings Management (GISTM).

Outlook and future focus areas

• Monitor the Group’s safety performance to achieve the goal of ‘zero harm’ by ensuring the continuation and effectiveness of initiated interventions
• Oversee management’s initiatives to mitigate occupational and non-occupational health risks, ensuring effective on-site injury responses and continuous monitoring of chronic diseases and mental wellbeing. Additionally, oversee progress in targeted health interventions, with a heightened focus on mental wellbeing and the increasing prevalence of lifestyle diseases
• Prioritise responsible water management by aligning with global standards to address climate change impacts, mitigate water-related risks and guide capital decisions, especially in water-scarce regions.

Key committee activities and deliberations

• Monitored Impala Bafokeng’s performance and provided strategic oversight to ensure key performance metrics are established to meet business plan targets and achieve steady-state performance
• Due to the declining PGM pricing environment, the committee oversaw key operational strategy changes, including short-term cash preservation measures impacting the life-of-mine and Group PGM production at Impala Canada, Two Rivers and Mimosa
• Provided strategic oversight for the finalisation of the Impala Bafokeng acquisition and recommended the board approve the Implats strategic B-BBEE transaction
• Conducted an assessment of and recommended updates to the Group’s investment policy, the primary framework governing investments made by Implats, its subsidiaries and its joint ventures.
  These recommendations were presented for board approval
• Provided oversight and assessed the implementation and effectiveness of the Group’s beneficiation strategy
• Monitored progress on key capital projects.

Outlook and future focus areas

• Overseeing and supporting the implementation of the Group’s strategy, with a focus on improving mining flexibility and enhancing asset integrity across the asset portfolio. This includes effectively addressing challenges related to low PGM pricing and operational performance
• Overseeing the delivery of synergies through the integration of Impala Bafokeng.

Key committee activities and deliberations

• Oversaw key leadership appointments, including selecting the lead independent director and appointing the Group chief operating officer, Group chief technical officer, and chief executive for Impala Rustenburg. Additionally, the committee nominated these leaders to serve on the boards of Implats subsidiaries and joint ventures
• Led a comprehensive board evaluation to identify strategic priorities for the upcoming year, with critical focus areas incorporated into board committee plans for cohesive execution
• Oversaw the revision of the code of ethics and the board diversity policy, and approved the nomination and appointment policy
• Provided strategic oversight of the Exco succession pipeline to ensure leadership continuity.

Board training and development

• The company secretary offers new directors an induction programme tailored to their specific requirements. In the current year, director development was conducted through external programmes and events aimed at enhancing director effectiveness and competencies. In addition, internal deep-dive sessions at committee level were undertaken, where specific subject matters were discussed through a risk-based approach. Board members can request one-on-one engagements with executives for in-depth sessions to gain a better understanding of specific topics and areas of the business. At quarterly board meetings, directors are kept abreast of all applicable legislation and regulations, changes to rules, standards and codes, as well as relevant sector developments that could impact the Group and its operations.

Outlook and future focus areas

• Implementing recommendations emanating from the board evaluation process
• Embedding a culture of effective, transparent and ethical leadership
• Ensuring the board and executive management have an adequate mix of skills, experience and attributes necessary to support the Group strategy and future endeavours.