Sibanye Stillwater : Application of King IV Principles in 2023

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.	Annual Financial Report.
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	financial report.
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	Integrated report.
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,
		respectively.
		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.	report
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.	Integrated report
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: [e-mail]
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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