Northam Platinum : Corporate governance report 2022

Northam Holdings: Mining that matters

Corporate governance report 30 June 2022

Contents

In this Corporate governance report, we detail our board and executive management and set out our frameworks, policies and decision-making mechanisms that determine the way our people direct, administer and control all our operations.

2 About this report

4 Governance philosophy and organisational ethics 

1

2

3

8 A message from our independent chairman

10 12 15 20 21 22 24 26 32 36

42 54 58 62

63 72

Board of directors

7

How the board functions

6

7

8

10

Composition, skills and independence

7

Leadership roles in the group

10

Board training and effectiveness

9

The board and stakeholders

14

16

Executive committee

10

Health, safety and environmental committee report

Investment committee report

Social, ethics, human resources and transformation

committee report

Audit and risk committee report

Nomination committee report

Remuneration committee report

Attendance of members at board and

committee meetings

principles

Application of KING IV

TM

Administration and contact information

Northam Holdings  Corporate governance report 2022

1

About this report

This report covers the governance activities of the group for the period 1 July 2021 to 30 June 2022. It provides an overview of the governance philosophy, framework, ethics, as well as the responsibilities of the board and executive committee.

Specific references to the individual principles of King IV™ have been included in this report and it should be read in conjunction with the group's application of the King IV™ principles statement included in this report. The information included in this report is as at 30 June 2022, unless otherwise stated.

Navigation icons

We use the capitals concept to convey quantitative and qualitative information. The degree and nature of the impact that our material issues have upon our business and the various capitals have also been considered throughout the report.

Capitals

Financial	Intellectual	Natural
Human	Manufactured	Social

Stakeholders

Communities	Government and	Suppliers of goods
regulatory authorities	and services
Customers	Industry associations	Unions
Employees	Investors and providers
of funding

Board and committees

A	Audit and risk	I	Investment committee	R	Remuneration committee
	committee
B	Board of directors	IT	IT steering committee	S	Social, ethics, human
resources and
					transformation committee
E	Executive committee	M	Management review
			committees
H	Health, safety and	N	Nomination committee
	environmental committee

Links

Refers to other pages in this report

Refers to supporting documents on our website: www.northam.co.za

COVID-19 issue

2	Northam Holdings  Corporate governance report 2022

This report has been prepared in accordance with the following reporting frameworks:

• International Framework of the International Integrated Reporting Council (IIRC)
• South African Companies Act No. 71 of 2008 as amended (Companies Act)
• South African Companies Regulations, 2011 (Companies Regulations)
• JSE Limited Listings Requirements
• JSE Debt Listings Requirements
• King IV™ Report on Corporate Governance for South Africa, 2016 (King IV™)

Application of the King IV™ principles statement

The application of the King IV™ principles statement is a comprehensive index in our Corporate governance report, detailing the arrangements, processes and systems that are in place for governing and managing the various areas of the organisation, in order to achieve the required governance outcomes. It also confirms the application of the various principles of King IV™ as required by the JSE Limited Listings Requirements.

  See page 63 for more information on the group's application of the King IVTM principles

Assurance

A combined review by the board and management has been performed to ensure the accuracy of the reporting content.

Approval

The board has considered the integrity of this report and has concluded that it appropriately provides material disclosures of the group's overall corporate governance activities.

The various committee reports that are included in this report have been approved by the chairperson of the respective committee.

The board approved this report on 16 August 2022.

1. The board confirms that the group is in compliance with the provisions of the Companies Act relating to its incorporation and is operating in conformity with its Memorandum of Incorporation (MOI).

1. The board is satisfied that Northam Platinum Holdings Limited (Northam Holdings, Northam or the group) has applied all the principles, as per King IV™, across all of our operations.

King IV™ principles applied in the Corporate governance report are referenced with a King IV™ icon and the Corporate governance report should be read in conjunction with the group's application of King IV™ principles statement included in this report.

Northam Holdings  Corporate governance report 2022

3