South32 : Corporate Governance Statement 2021

FOR FUTURE GENERATIONS

CORPORATE GOVERNANCE STATEMENT 2021

Corporate Governance Statement 2021

Contents

About us	1
Letter from the Chair	2
About this statement	3
The South32 Limited Board	3
Our Lead Team	6
Board Committees	6
Board, Committee and Director evaluations	9
Directors' skills, experience and attributes	9
Risk management and internal controls
at South32	13
Sustainability	14
Our commitment to act ethically,
responsibly and lawfully	14
Inclusion and diversity	15
Communications with shareholders
and other stakeholders	16

See the documents that make up the rest of our reporting suite

athttps://www.south32.net/investors-media/investor-centre/annual-reporting-suite,including:

Sustainable Development Report

An overview of how our business-wide processes support our sustainability objectives and how we manage our key sustainability topics.

Sustainability Databook

Our supplementary reporting tool containing metrics and additional sustainability information.

Annual Report

Comprehensive information on our activities and financial performance throughout FY21.

Modern Slavery Statement

Outlines our approach and the steps taken to seek to minimise the risk of modern slavery in our business.

Tax Transparency and Payments to Governments Report Transparency on our approach to payments of taxes and contributions to governments where we operate.

www.south32.net

ACKNOWLEDGEMENT

We acknowledge and pay our respects to the Indigenous and Tribal Peoples

of the lands, waters and territories on which South32 is located and where we conduct our business around the world.

We respect and acknowledge the unique cultural and spiritual relationships that Indigenous and Tribal Peoples have to the land, waters and territories, and their rich contribution to society.

In the spirit of respect and reconciliation, we will continue to support initiatives that strengthen culture and ways of life so that their legacy continues and extends

to future generations.

South32

About us

SOUTH32 IS A GLOBAL MINING AND METALS COMPANY

We produce bauxite, alumina, aluminium, metallurgical coal, manganese, nickel, silver, lead and zinc at our operations in Australia, Southern Africa and South America. With a focus on growing our base metals exposure, we also have two development options in North America and several partnerships with junior explorers around the world.

Making a difference

Our purpose is to make a difference by developing natural resources, improving people's lives now and for generations to come. We are trusted by our owners and partners to realise the potential of their resources.

See some of the ways we make a difference in our Sustainable Development Report

Optimise, Unlock, Identify

Our purpose is underpinned by a simple strategy which

is focused on optimising the performance of our operations, unlocking their potential and identifying new opportunities to create value for all our stakeholders.

Read more about our strategy in our Annual Report

Care, Trust, Togetherness and Excellence

While our strategy outlines what we do to achieve our purpose, our values of care, trust, togetherness and excellence guide how we do it. Every day, our values shape the way we behave and the standards we set for ourselves and others.

2021 Statement Governance Corporate

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Learn more about our people on page 20 of our Sustainable Development Report

South32

Corporate Governance Statement

Corporate Governance Statement 2021

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Letter from the Chair

At South32, good governance is essential to the way we work - to our actions, decisions, communications and behaviours. We remain committed to the highest standards of integrity and accountability and this is reflected in our robust corporate governance practices. These practices are enshrined in our Code of Business Conduct which guides how we work as we fulfil our purpose and deliver against our strategy.

Our values and policies continue to set our expectations regarding how we work together and behave towards each other and I believe that our governance framework, together with our experienced Board, are critical to the long-term success of South32.

Our Board is aware of the unique relationship between resource companies and the communities in which they operate. We have an obligation to operate lawfully, ethically and responsibly and we seek to adopt leading governance standards and apply these in a manner consistent with our values. I am pleased to report that during FY21 we fully complied with the 4th Edition of the ASX Corporate Governance Council Principles and Recommendations further details of which are set out in this statement.

Corporate culture has a significant impact on a company's performance, governance and reputation and is an important part of driving long-term value creation for all stakeholders. Our preferred culture and our values are aligned with, and support, good governance practices. Our culture underpins all aspects of our strategy and is reflected in the way we work, the decisions we take, the courage we show in challenging situations and the legacy we leave.

Our Board works with the Lead Team to instil a culture of consistently demonstrating behaviour aligned with our values. They actively measure and discuss culture using a Culture Tensions framing model which allows us to assess positive or negative change, and test whether we are making progress towards our preferred culture. We also undertake periodic employee 'pulse' surveys that measure employee engagement and test whether our culture is enabling the delivery of our strategic objectives.

The ongoing COVID-19 pandemic has highlighted the importance of corporate governance practices while also presenting challenges. Understandably, the ability for the Board to meet physically and conduct site visits was again impacted during FY21. While the Board and committees have operated well in a virtual environment, we recognise the value of in-person meetings and site visits to gauge workforce culture and inform us of the challenges our people face. Despite these challenges, we remained connected as much as possible through virtual media and by way of operational overviews and briefing sessions. Notwithstanding this, we are eager to resume site visits as soon as possible in order to more meaningfully connect with our people and stakeholders.

We are cognisant of the ongoing uncertainty around travel and restrictions on large gatherings. Accordingly, we intend to hold a hybrid Annual General Meeting in 2021 which provides us with the flexibility to more easily shift to a fully virtual meeting if necessary. Further details will be available in our Notice of AGM which will be published later this month.

Just as we have adapted to an online environment with our colleagues, we have also used this medium to meet with shareholders and while it has worked well, I nevertheless look forward to resuming in-person engagements as soon as it is possible to do so.

Our commitment to the good governance of South32 remains undiminished.

South32

Karen Wood

Chair

About this statement

Our Board is aware of our responsibility to not only operate lawfully, but also ethically, responsibly and - most importantly - in

a way we can be proud of. Our Board is responsible for developing and monitoring the corporate governance practices of South32, representing its shareholders and promoting and protecting its interests.

In developing our corporate governance framework, the Board considers the standards of corporate governance applicable in each of the countries in which we are listed. We commit to the better of the standards of corporate governance that apply to us across these jurisdictions, which leads to the best outcome, from

a governance perspective, for our stakeholders. We recognise that good corporate governance promotes investor confidence.

This Corporate Governance Statement details the key governance policies and practices adopted by our Board. The governance documents and policies referred to in this Statement can be found in the Risk & Governance section of our website at www.south32.net.

You can find the 2021 Annual Report referred to in this Corporate Governance Statement at https://www.south32.net/investors-media/investor-centre/annual-reporting-suite.

Defined terms in this Corporate Governance Statement are consistent with those in our 2021 Annual Report.

ASX Recommendations

Under ASX Listing Rule 4.10.3, ASX-listed entities are required to benchmark their corporate governance practices against the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (ASX Recommendations). You can

find the ASX Recommendations at https://www2.asx.com.au/.

We are pleased to report that we comply with all relevant 4th Edition ASX Recommendations - further details are provided in the Appendix 4G available at https://www.south32.net/investors-media/investor-centre/annual-reporting-suite.

This Corporate Governance Statement is current as at 2 September 2021 and has been approved by the South32 Limited Board.

The South32 Limited Board

Our Board

Our Board currently comprises the eight Directors listed below, all of whom (except our Chief Executive Officer (CEO), Graham Kerr) are independent, Non-Executive Directors.

Director	Appointment Date
Ms Karen Wood (Chair)	1 November 2017
	and Chair since
	12 April 2019
Mr Graham Kerr (CEO)	21 January 2015
Mr Frank Cooper AO	7 May 2015
Mr Guy Lansdown	2 December 2019
Dr Xiaoling Liu	1 November 2017
Dr Ntombifuthi (Futhi)	7 May 2015
Mtoba
Mr Wayne Osborn	7 May 2015
Mr Keith Rumble	27 February 2015

You can find our Directors' qualifications, skills and experience, significant offices and directorships held in other organisations on pages 58 to 61 of the 2021 Annual Report.

The role of our Chair

The Board appoints one of the independent Non-Executive Directors as Chair.

The principal role of our Chair is to lead the Board, assisting it to work effectively and discharge its responsibilities, and to encourage a culture of openness and debate to foster a high performing and collegiate team. Outside Board meetings, our Chair acts as the main interface between the Board and the CEO. Our Chair also represents the Board to our shareholders.

The responsibilities of our Chair are set out in more detail in the Board Charter.

The role of our Board

The South32 Limited Constitution provides that the business and affairs of the company are to be managed by or under the direction of the Board.

Our Board has adopted a Board Charter that details its role and responsibilities and describes the matters reserved for the Board and those delegated

to management through the CEO.

The Board Charter is available in the Risk & Governance section of our website at www.south32.net.

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South32