South32 : Corporate Governance Statement 2022

CORPORATE GOVERNANCE STATEMENT 2022

About this Statement

Contents

Corporate Governance Statement 2022

This Corporate Governance Statement (Statement) details our key corporate governance policies and practices.

Our 2022 Annual Reporting Suite

You can view all the documents in our Annual Reporting Suite at www.south32.net, including:

ANNUAL	SUSTAINABLE	SUSTAINABILITY
REPORT	DEVELOPMENT	DATABOOK
2022	REPORT 2022	2022

Annual Report	Sustainable	Sustainability
	Development Report	Databook
MODERN	TAX TRANSPARENCY AND
SLAVERY	PAYMENTS TO GOVERNMENTS
STATEMENT	REPORT 2022
2022

Modern Slavery	Tax Transparency
Statement	and Payments
	to Governments Report

About us	1
Letter from the Chair	2
About this Statement	3
Our corporate governance framework	3
Our Board's focus areas and activities in FY22	5
Board Committees	6
Board structure, composition, appointments and education	9
Evaluating Board performance	13
Risk management and internal controls	14
Our commitment to act ethically, responsibly and lawfully	15
Sustainability	16
Inclusion and diversity	17
Communicating with our shareholders and other stakeholders	18
Engaging with our shareholders	18

Important notices

Unless otherwise stated, the policies, other governance documents and reports referred to in this Statement can be found at www.south32.net in the Risk & Governance section.

Defined terms in this Statement are consistent with those in the 2022 Annual Report, unless otherwise specified.

Cover: An operator at our Hillside Aluminium operation in South Africa..

Below: Anindilyakwa people on Groote Eylandt in Australia's Northern Territory.

ACKNOWLEDGEMENT

We acknowledge and pay our respects to the Indigenous, Traditional 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, Traditional and Tribal Peoples have to the lands, 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.

About us

SOUTH32 IS A GLOBALLY DIVERSIFIED MINING AND METALS COMPANY

We produce commodities including bauxite, alumina, aluminium, copper, silver, lead, zinc, nickel, metallurgical coal and manganese from 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.

Learn more abouthow we improve people's lives in our Annual Report at www.south32.net

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 of our stakeholders.

Learn more aboutour strategy in our Annual Report at www.south32.net

Care | Trust | Togetherness | 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.

Learn more aboutour people in our Sustainable Development Report at www.south32.net

SOUTH32 CORPORATE GOVERNANCE STATEMENT 2022

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Corporate Governance Statement

LETTER FROM THE CHAIR

In May 2022, South32 celebrated its seventh birthday and while our business has undergone many changes over that time, we remain singularly focused on delivering our purpose to make a difference by developing natural resources to improve people's lives now and for generations to come. We cannot achieve our purpose without applying the highest standards of corporate governance; it is essential to the way we work - to our actions, decisions, communications and behaviours.

Our corporate governance framework, policies and practices, as described in this Statement, are designed to meet the high standards of corporate governance expected by our shareholders, communities and wider society, and promote stakeholder confidence and trust.

Our Board continues to acknowledge the unique relationship between resource companies and the communities where they operate, and the requirements and expectations that we act lawfully, ethically and responsibly. In an environment of rising expectations about the role of companies in society, we understand the need to consider our strategy through an informed view of evolving societal trends and values. The work of our Board and its Committees in FY22, as discussed in the following pages, reflects both our awareness of this and our continued oversight of the integration of environmental, social and governance considerations into our strategic discussions, business decisions, risk management and governance framework.

Our culture is reflected in the way we work, the decisions we take, the courage we show and the legacy we leave. Our Board continues to work with the Lead Team to set the direction and tone for a workplace culture that aligns with our purpose, supports the delivery of our strategy and reflects our values. It is a responsibility we all share.

Our people are integral to unlocking the full potential of our business and we know that an inclusive, diverse and engaged workforce allows for greater collaboration, innovation and performance. Our Board remains actively engaged in management's progress to build a diverse workforce and an inclusive work environment, where everyone feels comfortable bringing their whole selves to work and feels safe asking for help if they need it.

While we adapted well to the requirement to operate in a virtual environment over the previous two years, our Board has welcomed the increased opportunity in FY22 to travel and engage face- to-face with each other, our people and the communities where we operate. This engagement gives us direct insight into the culture across our organisation and deepens our understanding of the challenges facing our people and communities and how we can work together to deliver enduring social, economic and environmental value.

Stakeholder engagement is an integral part of our purpose. Through these engagements we benefit from the insights and feedback provided by key stakeholders, including on how we plan to transition to a low-carbon future. These insights have helped inform our inaugural Climate Change Action Plan which will be the subject of a non-binding advisory resolution at our 2022 Annual General Meeting scheduled for later this year.

Continuous improvement is front of mind for our Board, in particular with respect to how our Directors work together to discharge the Board's role and responsibilities. An external evaluation of the effectiveness of the Board, its Committees and individual Directors conducted earlier this year provided an independent view of performance and our Board governance. The evaluation, the process and findings of which are set out in more detail in this Statement, found our Board to be high performing and comprised of Directors who are appropriately skilled, experienced and committed to undertake our work.

I thank my colleagues and all those at South32 whose commitment and support enabled the successful delivery of our Board's program of work for FY22 and look forward to working together in the year ahead.

Karen Wood

Chair

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About this Statement

Our corporate governance framework

This Corporate Governance Statement is current as at 8 September 2022 and has been approved by the Board of South32 Limited.

ASX Principles and

Recommendations

As an ASX listed entity, we are required to benchmark our corporate governance practices against the fourth edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations ('ASX Principles and Recommendations'), available at https://www2.asx.com.au.

Our Board considers that our corporate governance practices are (and were for FY22) compliant with the ASX Principles and Recommendations - further details are provided in our Appendix 4G available at https://www.south32.net/investors-media/investor-centre/annual-reporting-suite

Shareholders

Board of Directors

Delegation

Accountability

Nomination and

Remuneration

Risk and Audit

Sustainability

Governance

Committee

Committee

Committee

Committee

CEO

Lead Team

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

Our Board has adopted a Board Charter that sets out its role and responsibilities. The Board Charter describes the matters reserved for the Board and those delegated to the CEO, including authority for the day-to-day management of the South32 Group. The CEO in turn delegates certain authorities and responsibilities to management but remains accountable to the Board for the Group's performance and for all delegated authority.

As outlined in the Board Charter, ultimate responsibility for governance and strategy rests with the Board.

The four standing Committees shown above have been established to assist our Board in discharging its responsibilities, and other committees may be established from time to time to consider matters of particular importance. Each standing Committee operates in accordance with its terms of reference, as approved by our Board.

Our Risk and Audit Committee Chair, Frank Cooper, enjoying lunch with the local team during a site visit to the Boddington bauxite mine, part of Worsley Alumina, in April 2022.

Worsley Alumina is an integrated bauxite mining and alumina refining operation in the south-west of Western Australia.

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