Royal Bafokeng Platinum : View Application of King IV Principles – 2022

ROYAL BAFOKENG PLATINUM LIMITED (RBPLAT): APPLICATION OF KING IV PRINCIPLES FOR 2022

The following table has been developed to provide a summary assessment of the application to the principles described in King IV for 2022, including columns to indicate where the company has applied, partially applied or is yet to apply the recommendation (i.e. where a recommendation is 'Under Review' for possibly application in the future or partially applied due to it not being implemented for the entire financial year). Pages 3, 23 to 40 of the 2022 Integrated Report deals specifically with material matters, governance and risk management.

Reference in certain instances may be made to the latest Integrated Report or to the company's website for further information.

Pr.	KING IV PRINCIPLE		APPLICATION / EXPLANATION
1.	The governing body should lead ethically and effectively		The Board assumes responsibility for the governance of ethics in RBPlat including the approval of a code
			of ethics and fraud and corruption prevention policy. It also includes oversight by the Social & Ethics
			Committee of the monitoring and review of their implementation and the efforts to establish an ethical
			culture which is reported on and considered by the Committee on a quarterly basis. Key matters arising
			from the oversight function is reported to the Board.
2.	The governing body should govern the ethics of the organisation		See item 1 above but added to that the company continually reviews and revises its frameworks, policies
	in a way that supports the establishment of an ethical culture		and controls and develops these matters where necessary, by so doing the approach optimises our
			corporate governance standards. Internal Audit provides assurances on the effectiveness of governance
			and ethical initiatives whilst monitoring the ethical culture through various means, including ethical
			cultural surveys and educational awareness of policies and declarations of interest for all senior staff.
			The feedback generally informs the focus areas to concentrate on such as supply chain, IT and financial
			controls.
3.	The governing body should ensure the organisation is and is seen		In addition to 1 and 2 above, the Board has subscribes to the King IV principles and aims to achieve the
	to be a responsible corporate citizen		outcomes of an ethical culture, good performance, effective control, transparency and legitimacy and
			thereby ensures the right focus areas are addressed by management to support this philosophy and
			where required independent assurances processes are undertaken.
4.	The governing body should appreciate that the organisation's core		The company recognises that its activities and outputs can have both positive and negative impacts on
	purpose, its risks and opportunities, strategy, business model,		the economy, society and environment in which it operates and the capital it employs to create value for
	performance and sustainable development are all inseparable		stakeholders by achieving good performance. It sets its strategic objectives by assessing the risks and
	elements of the value creation process		opportunities presented in relation to the risk appetite and risk tolerances, establishes its key
			performance indicators (KPI), the key risk indicators for each KPI and measures its performance against
			these KRI's. The current corporate action impacting on the company has however stifled progress in
			certain areas as some programmes and strategies have been suspended until the corporate action is
			concluded.

1

Application of King IV Principles - Royal Bafokeng Platinum Limited

5.	The governing body should ensure that reports issued by the		The Board assumes responsibility for the integrity of the integrated report and integrates the disclosure
	organisation enable stakeholders to make informed assessments of		in the report and satisfies itself as to the assurances obtained in terms of the combined assurance model.
	the organisation's performance		The model enables an effective internal control environment that supports the integrity of information
			used for internal decision making by management, the Board and its committees.
6.	The governing body should serve as the focal point and custodian of		The Board provides direction as the custodian of governance by establishing accountability, delegation,
	governance in the organisation		monitoring and oversight. It facilitates the establishment of an ethical culture by demonstrating ethical
			leadership, establishing and monitoring the appropriate frameworks and accountability to ensure an
			ethical and performance driven culture and monitors performance against these objectives. It puts in
			place arrangements for delegation of authorities that promote independent judgement, a balance of
			power, and leads to the effective discharge of duties within the Board and its committee structures as
			well as at executive and management levels.
7.	The governing body should comprise the appropriate balance of		The Board's composition is such that it caters for diversity and independence in order to discharge its
	knowledge, skills, experience, diversity and independence for it		duties effectively and objectively. The Board Charters and committee terms of reference also ensure that
	to discharge its governance role and responsibilities objectively		a balance of power exists and that conflicts of interest are detected and managed appropriately. The
	and effectively		2022 integrated report provided further information in this regard in the governance section as
			previously mentioned but the Board in 2022, again after assessing its composition and will only be able
			to address its findings and action plans when the corporate action has been concluded.
8.	The governing body should ensure that its arrangements for		See 7. above but added to that the Board oversees the group's delegation of authority policy which
	delegation within its own structure promote independent		together with the MOI determines the delegated powers to the governance structures and leaders within
	judgement and assist with the balance of power and the effective		the business. Certain matters are reserved for the Board as well as Shareholders, which also align with
	discharge of its duties		the regulatory environment in which the business operates.
9	The governing body should ensure the evaluation of its and its		The Board conducts annual evaluations of its and its committee performances and enlists the assistance
	Committees own performance as well as its chairs' and individual		of the independent third parties to undertake comprehensive evaluations, at least every three years. The
	members and support continued improvement in its		Board conducts a review of the outcomes and utilises the information to identify areas for development,
	performance and effectiveness		to build on key performance areas. In 2022 some progress was made in addressing the areas of
			improvement identified during the evaluation process in 2021, which is noted to be an ongoing process
			to ensure that performance is maintain at an optimum level but again some matters can only be
			advanced once the corporate action is concluded.
10.	The governing body should ensure that the appointment of and		Through the appointment of strong independent directors and clear definition and separation of roles
	delegation to management contributes to role clarity and the		and responsibilities of the independent Chair and CEO, the company establishes balance of power and
	effective exercise of authority and responsibilities		authority levels. The Board performs its duties within a framework of policies and controls which provide
			effective risk assessment and management of performance. The Board Charter, Delegation of Authority
			Policy and MOI also addresses Board and Management responsibilities and powers.

2

Application of King IV Principles - Royal Bafokeng Platinum Limited

11.	The governing body should govern risk in a way that supports the		The Board provides direction as governance custodian by establishing accountability, delegation,
	organisation in setting and achieving its strategic objectives		monitoring and oversight it ensures appropriate strategies, policies, charters, terms of reference and
			assurance services and functions are in place to achieve compliance with relevant laws and regulations.
			In addition, the Board also oversees and ensures effective control at Board, committee, executive and
			management level, effective risk management, technology and information governance, and facilitates
			responsible corporate citizenship and a stakeholder engagement that will help the organisation achieve
			its objectives and vision. The Board by setting the direction for how the organisation approaches and
			addresses risk ensures that the company has the appropriate risk management framework, people
			(skills), processes and technology in place to evaluate and manage the uncertainties we face in protecting
			and creating stakeholder value and manage risk tolerance levels. The Board accepts that it is responsible
			for the governance of risk and has the ultimate responsibility not only for risk management but also for
			developing the risk appetite and monitoring risk tolerance levels.
12.	The governing body should govern technology and information in a		Technology and information governance remains a key focus area of the Board and its sub-committee,
	way that supports the organisation setting and achieving its		the Audit and Risk Committee. Executive responsibility lies with the Financial Director (FD) and an
	strategic objectives		established Information Management Steercom. The Information Management Steercom oversees the
			assessment and implementation of the development of the information governance strategies,
			framework and manages related risks which it reports to the Audit and Risk Committee through the FD.
			The governance and risk around IT and Supply Chain matters have continued to received specific focus
			in the past year and Internal Audit together with other assurance providers assist in addressing short-
			comings to enhance overall control to ensure continuous improvement as technology and information
			management has become and will continue to be an integral part of any successful business.
13.	The governing body should govern compliance with applicable		The sub-committees of the Board, especially the Audit and Risk and Social and Ethics Committees assist
	laws, non-binding rules, codes and standards in a way that		the Board in monitoring of compliance with key legislation. The risk and compliance function has in
	supports the organisation being ethical and a good corporate		place a framework and system to monitor the key compliance matters related to the legal environment
	citizen		of the business, assisted by the champions for these regulations whilst Internal Audit and independent
			assurance providers assist with assurances in this regard with the outcomes used to address
			development areas. Compliance software and automation has been implemented to ensure more
			efficient oversight of the process.
14.	The governing body should ensure that the organisation		The company understands that it is essential that its strategies, risks, performances and rewards are
	remunerates fairly, responsibly and transparently so as to		aligned to enable the creation of shareholder value. The Remuneration and Nominations Committee is
	promote the achievement or strategic objectives and positive		charged with ensuring that management and employees are fairly rewarded by applying the
	outcomes in the short, medium and long term		remuneration framework and policies and based on their performance and overall contributions as well
			as best practice. The remuneration and implementation reports can be found on pages 104 to 123 of the
			2022 integrated report.
15.	The governing body should ensure that assurance services and		To ensure adequate assurance across the group, and to prevent gaps or duplication in assurance efforts,
	functions enable an effective control environment and that		a combined assurance approach is implemented. The Risk and Assurance function is responsible for

3

Application of King IV Principles - Royal Bafokeng Platinum Limited

	these support the integrity of information for internal decision-		maintaining the combined assurance plan in consultation with the relevant other functions in the
	making and of the organisation's external and internal reports		organisation. Progress in this regard is reported to the Social and Ethics and Audit and Risk Committees
			on a quarterly basis, depending on the areas assured. The Audit and Risk Committee also received the
			necessary assurances aligned to its statutory responsibilities. Further information on environmental
			management and climate change can be found in the 2022 integrated report.
16.	In the execution of its governance role and responsibilities, the		Balancing the needs, interests and expectations of company's stakeholders is a material issue. Additional
	governing body should adopt a stakeholder-inclusive approach		information on how the company approaches its stakeholder relationships can be found in the integrated
	that balances the needs, interests and expectations of material		report on pages 20 to 22.
	stakeholders in the best interests of the organisation over time

4

Application of King IV Principles - Royal Bafokeng Platinum Limited