THE BOARD

The board comprises three executive directors and seven non-executive directors, of whom three are independent. They enjoy no benefits from the company for their services as directors other than their fees, potential capital gains and dividends on their interests in ordinary shares and options. The non-executive directors are high-calibre professionals and sufficient in number for their views to carry significant weight in the board’s deliberations and decisions. The guidelines contained in the JSE Listings Requirements were used to test the category most applicable to each director.

Board:

Dr Humphrey Mathe (Chairman, Independent Non-Executive Director)
Nonzukiso “Zukie” Siyotula (Lead Independent Director)
Robinson Ramaite (Interim Group CEO, Non-Executive Director)
Jubilant Speckman (CFO, Executive Director)
Thivha Tshithavhane (Chief Executive Officer: Mining, Executive Director)
Andile Mabizela (Independent Non-Executive Director)
Kabela Maroga (Non-Executive Director)
Nomavuso Mnxasana (Independent Non-Executive Director)
Cecil Maswanganyi (Non-Executive Director)
Eric Thuthukani Mzimela (Non-Executive Director)

THE INDEPENDENT BOARD COMMITTEE

The independent board (“IB”) is positioned by the board to preside over corporate activities for good governance and, where necessary, to preside when any possible conflict of interest may exist and regulations call for an independent governing body. It comprises independent non-executive directors who are not shareholders and who are not affiliated with the executives of the firm. They are directors who have no business dealings with the company.

The IB is expected to provide vigilant oversight to mitigate risk and to promote shareholder value. The IB also oversees board responsibilities in areas such as mergers and acquisitions when independence is required.

Remuneration and nomination committee

Audit, risk and compliance committee Remuneration and nomination committee Social and ethics committee Project and investment committee
Focus areas Focus areas Focus areas Focus areas
Reporting (financial and integrated).
Audit matters (internal and external).
Risk management, information and technology governance.
Information and cyber-security.		 Remuneration strategy and policy
Succession planning
Human capital management
Board evaluations
Nomination matters		 Good corporate citizenship
Ethical leadership and conduct
Social and economic development
Stakeholder relationships
Reputational management		 Investment activities, oversight and decision-making
Monitoring investment mandates