Governance

Our approach to corporate governance which includes our adoption of the King IV principles, an essential part of our value creation process, is integrated into our Board-approved strategies, policies, standards, practices and procedures.

It is designed to support the achievement of a high standard of corporate governance. It supports the achievement of business sustainability and the delivery of our purpose of achieving More than mining by enhancing accountability and transparency and facilitates effective performance, risk and opportunity management and compliance. Our governance framework positions our Board as the custodian of corporate governance in RBPlat and provides it with effective control of the business.

King IV presents us with an opportunity to assess whether our approach to corporate governance, an essential element of our intellectual capital, is facilitating:

  • ethical and effective leadership and establishing an ethical culture
  • responsible corporate citizenship
  • accountability and effective control
  • the governance of risk
  • transparency that ensures stakeholders are provided with the information they need to make an informed assessment of our performance
  • value creation for all our stakeholders.
  • TOWARDS ACHIEVINGAN ETHICAL CULTURE
  • ACHIEVING GOOD PERFORMANCE
  • ACHIEVING EFFECTIVE CONTROL AND LEGITIMACY
  • ACHIEVING EFFECTIVE CONTROL

TOWARDS ACHIEVING AN ETHICAL CULTURE

By our application of:

  • Principle 1 - The governing body should lead ethically and effectively
  • Principle 2 - The governing body should govern the ethics of the organisation in a way that supports the establishment of an ethical culture
  • Principle 3 - The governing body should ensure that the organisation is and is seen to be a responsible corporate citizen

The contribution establishing an ethical culture makes to our stock of intellectual capital
RBPlat’s commitment to ensuring that the governance of ethics in our organisation supports an ethical culture and includes the commissioning of independent and/or internal surveys to assess the effectiveness of our efforts to establish an ethical culture and a roadmap for the way forward. The approach taken in the survey was in line with the King IV Report on Corporate Governance principles regarding the management of ethics, and was further aligned to the practice notes of the King III Report with specific reference to ethics risks assessments.

Our plans to improve the ethical culture in RBPlat

  • Increase awareness of our code of ethics and our commitment to an ethical culture to achieve a unifying vision for RBPlat and ensuring the code becomes a living document for the organisation
  • Ensure management communication:
    • makes it clear that contravening RBPlat’s values and rules will not be tolerated
    • encourages employees to report any instances of values and rules being contravened
    • informs employees of the consequences of victimisation
    • manages fears about job security that may discourage employees from reporting the contravention of the rules
  • Highlight the channels employees can use to report unethical behaviour or to check their understanding of what is and what is not ethical behaviour
  • Share information on hotline statistics and the outcome of disciplinary procedures with employees with the aim of being transparent, responsible and accountable and ensuring employees see that while misconduct does not go unpunished employees are treated fairly.
  • Take decisive corrective action against any employees found guilty of contravening values and rules.

ACHIEVING GOOD PERFORMANCE

By our application of:

  • Principle 4 - The governing body should appreciate that the organisation’s core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process.

RBPlat recognises that its activities and outputs can have both positive and negative impacts on the triple context (the economy, society and the environment) in which we operate and the capitals we employ in our business to create value for our stakeholders by achieving a good performance.

When we set our strategic objectives we assess the risks and opportunities they present in relation to our risk appetite and risk tolerance, which considers the triple context, establish our key performance indicators (KPIs), the key risk indicators (KRIs) for each KPI, and measure our performance against these KRIs. The business model we use to create economic value also incorporates the triple context and explains how we use our stock of the six capitals to create value.

The contribution establishing an ethical culture makes to our stock of intellectual capital
RBPlat’s commitment to ensuring that the governance of ethics in our organisation supports an ethical culture and includes the commissioning of independent and/or internal surveys to assess the effectiveness of our efforts to establish an ethical culture and a roadmap for the way forward. The approach taken in the survey was in line with the King IV Report on Corporate Governance principles regarding the management of ethics, and was further aligned to the practice notes of the King III Report with specific reference to ethics risks assessments.

By our application of:

  • Principle 5 - The governing body should ensure that reports issued by the organisation enable stakeholders to make informed assessments of the organisation’s performance

We engage with our stakeholders throughout the year to provide them with information on our performance, any challenges we are facing and our view of the future. We do this through both our quarterly, interim and annual reporting, presentations, one-on-one conversations face-to-face meetings and more recently, virtual meetings. We also make every effort through our engagement to address stakeholder concerns and their requests for information as transparently as possible. The rigorous materiality process we follow helps us to identify and address the matters material to our stakeholders in our reporting. Our efforts to achieve integrated reporting, which provides our management with an integrated view of our business throughout the year and allows for integrated thinking, are ongoing. Our combined assurance model, which includes both internal and external assurance services, provides our Board and our stakeholders with the comfort that they can rely on the integrity of the economic, social and environmental information in our reports. The Board of RBPlat also assumes responsibility for the integrity of our integrated reports and plays an important role in its preparation.

ACHIEVING EFFECTIVE CONTROL AND LEGITIMACY

By our application of:

  • Principle 6 - The governing body should serve as the focal point and custodian of corporate governance in the organisation
  • Principle 7 - The governing body should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively
  • Principle 8 - The governing body should ensure that its arrangements for delegation within its own structures promote independent judgement and assists with the balance of power and the effective discharge of its duties
  • 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
  • Principle 10 - The governing body should ensure that the appointment of and delegation to management contributed to role clarity and the effective exercise of authority and responsibilities.

Through the appointment of strong independent directors and the separation and clear definition of the roles and responsibilities of the Chairman and Chief Executive Officer, RBPlat has established a clear balance of power and authority at Board level.

Our Board performs its duties within a governance framework of policies and controls, which provide for effective risk assessment and management of our economic, environmental and social performance. The RBPlat Board Charter, which is closely aligned with the recommendations of King IV, details the responsibilities of the Board, while our Memorandum of Incorporation (MOI) also addresses certain of the directors’ responsibilities and powers.

The Company’s MOI sets out the shareholder’s delegation of authority to the Board, which has a formal schedule of matters reserved for its consideration and decision. Its delegation of certain matters to its committees and subsidiary companies is described in the terms of reference of these committees, which can be found in the governance section of our website. In addition, the Board delegates authority to the Executive Committee, which in turn delegates authority to heads of department, who in turn delegate authority to members of their leadership team.

The diagram below looks at how we are using our governance structures to provide direction and leadership, set and steer strategy, establish an ethical culture, effective control and legitimacy through accountability, delegation, monitoring and oversight and ultimately create value for our stakeholders.

the board provides

Setting, steering and overseeing strategy and business plans, risk and opportunity management, performance and sustainable development with the aim of creating sustainable value for all our stakeholders (see the Chairman’s review on page 8 for more information).

AS GOVERNANCE CUSTODIAN BY ESTABLISHING ACCOUNTABILITY, DELEGATION, MONITORING AND OVERSIGHT IT:
  • facilitates the establishment of an ethical culture by demonstrating ethical leadership, approving an appropriate code of ethics, fraud and corruption prevention policy and ensuring management’s accountability for establishing an ethical culture
  • ensures appropriate strategies, policies, charters, terms of reference, etc. and assurance services and functions are in place to achieve compliance with relevant laws and regulations; effective control at Board, committee, executive and management level; effective risk management and technology and information governance; and facilitates responsible corporate citizenship and a stakeholder-inclusive approach that will help us achieve More than mining. See the capitals for information on their application
  • 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 level
  • our MOI requires one-third of our directors to retire from office at every annual general meeting based on their tenure since they were previously elected or re-elected to the Board
  • established that the appointed Company Secretary maintains an arm’s length relationship with the RBPlat executive team; the Board does not interfere with the performance of his corporate governance responsibilities and, as required in terms of section 3.84 (h) of the JSE Listings Requirements, having assessed his abilities based on his qualifications, experience and levels of competence, endorsed and confirmed his appointment as Company Secretary. This assessment is conducted annually.
DELEGATION TO BOARD COMMITTEES

Accountability, monitoring and oversight

Board committees report quarterly to the Board on their statutory duties and Board-assigned responsibilities. Their responsibilities are set out in their terms of reference, which are regularly reviewed and are available on the RBPlat website at www.bafokengplatinum.co.za/policies-and-charters.php.

BOARD COMMITTEES

SOCIAL AND ETHICS COMMITTEE

Members are all non-executive directors and the majority are independent non-executive directors — see pages 28 and 29 for profiles of each committee member. The committee’s report are available in the Integrated Report on pages 38 to 41.

The committee is responsible for meeting its statutory duties in terms of Regulation 43 of the Companies Act and monitoring and reviewing RBPlat’s performance as a responsible corporate citizen, which includes oversight and review of:

  • our approach to the safety, occupational hygiene and health and wellness of our people
  • the development of sustainability in the business
  • our approach to the environment and climate change
  • our interaction with and support of the communities in which we operate
  • our focus on ethical issues and the Group’s ethics culture
  • monitoring and overseeing corporate risk in conjunction with the Audit and Risk Committee
  • compliance with relevant legislation and regulations

AUDIT AND RISK COMMITTEE

Members are all independent non-executive directors elected by the shareholders at the annual general meeting — see pages 28 and 29 of the integrated report.

It is a statutory committee with statutory duties (see the report on page 4 of the annual financial statements).

Key accountability, monitoring and oversight responsibilities delegated to the committee by the Board include the:

  • accuracy and transparency of our financial reporting
  • ensuring appropriateness of financial controls, reporting procedures and their application
  • risk management and governance
  • technology and information governance
  • internal and external audit oversight
  • funding-related matters
  • internal control environment
  • forensic audits
  • regulatory compliance
  • application of accounting standards (IFRS).

REMUNERATION AND NOMINATION COMMITTEE

Members are all independent non-executive directors — see pages 30 and 31 of our integrated report 2020. The remuneration review and implementation are available on pages 130 to 150 of the Integrated Report.

The committee:

  • reviews key human resource practices, policies and strategies to ensure the organisation remunerates fairly and responsibly
  • ensures transparent, accurate and complete remuneration disclosure
  • monitors compliance with share scheme regulations
  • monitors talent management, executive succession planning and Board and committee composition
  • commissions an independent assessment of our remuneration
  • oversees the evaluation programme for the Board and its committees
  • oversees the appointment process of new directors and the composition of the Board and its committees
  • assesses the competence and experience of the Company Secretary and reports the outcome of its assessment to the Board.

TECHNICAL COMMITTEE

Members are all independent non-executive directors — see page 28 for profiles of the committee members. The committee is responsible for monitoring and oversight of:

  • technical and operational matters on behalf of the Board, to ensure they give effect to the approved company strategy. This includes reviewing the annual budget and business/operational plans (including capital)
  • progress against budget and operational plans and management actions to overcome challenges and deviations
  • operational and technical risks, mitigation strategies and opportunities associated with the company’s mines and projects
  • exploration, geological, mining, metallurgical and other technical issues of significant concern
  • technical merits associated with potential new projects or acquisitions
  • recommending to the Board approval of the annual mineral reserves and resources estimates.

It also reviews and recommends for approval capital project scope changes or additional capital projects and contracts in excess of the budget and considers and monitors the introduction of digital technology projects directed at improving operational productivity and cost reduction.

The ad hoc Finance Committee mirrors the Audit and Risk Committee in terms of its composition, oversees major investments and corporate actions when they arise and reports their findings to the Board.
ACCOUNTABILITY AND DELEGATION TO EXECUTIVE AND OPERATIONAL MANAGEMENT

The roles and responsibilities of the Chairman and the Chief Executive Officer (CEO) are separate and clearly defined. The CEO is accountable to the Board for leading the implementation and execution of our Boardapproved strategy, policies and business plans. As an executive director of the RBPlat Board and Chairman of the Executive Committee, the CEO plays a key role in providing a link between management and the Board and ensuring Board decisions are communicated to management.

 

 

ACHIEVING EFFECTIVE CONTROL

By applying:

  • Principle 11 - The governing body should govern risk in a way that supports the organisation in setting and achieving its strategic objectives

Our Board sets the direction for how we approach and address risk ensuring we have the appropriate ERM framework, people, processes and technology in place to evaluate and manage the uncertainties we face in protecting and creating stakeholder value has taken responsibility for the governance of risk in RBPlat. It has ultimate responsibility not only for risk management but also for developing our risk appetite and setting and monitoring our risk tolerances.

By our application of:

  • Principle 12 - The governing body should govern technology and information in a way that supports the organisation setting and achieving its strategic objectives

Technology and information governance is a focus area of the Audit and Risk Committee as well as the technical committee as delegated to it by the Board. Executive responsibility for technology and information governance lies with the Financial Director who heads up the Information Management Steering Committee (a subcommittee of the Executive Committee), which oversees the implementation of the information governance framework and the management of related risks, and reports to the aforementioned committees, through the executive committee.

By our application of:

Principle 13 - The governing body should oversee compliance with applicable laws and adopted, non-binding rules, codes and standards in a way that supports the organisation being ethical and a good corporate citizen. Our Board’s commitment to full compliance with all applicable laws and regulations, and its support and application of certain non-binding codes, standards and plans, includes all 10 principles of the UNGC, the South African Government’s National Development Plan and the UN’s SDGs. Our regulatory compliance framework, compliance risk policy and our regulatory risk management process ensure that the effectiveness of the key internal controls in place to mitigate our compliance risks is continually monitored and that risk management plans are in place to ensure compliance with new legislation or amendments to current legislation.

By our application of:

  • Principle 14 - The governing body should ensure that the organisation remunerates fairly, responsibly and transparently so as to promote the achievement or strategic objectives and positive outcomes in the short, medium and long term.
  • Principle 15 - The governing body should ensure that assurance services and functions enable an effective control environment and that these support the integrity of information for internal decision-making and of the organisation’s external reports
  • Principle 16 - In the execution of its governance role and 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

Application of Principle 14

RBPlat understands that it is essential that our strategy, risks, performance and rewards are aligned if we are to create shareholder value. The Remuneration and Nomination Committee is charged with ensuring that executive directors and senior management are fairly rewarded for their individual contributions to the Company’s overall performance and for ensuring that RBPlat’s remuneration policies and practices are designed to align performance with reward and to attract and retain the right talent, while having regard to the interests of stakeholders and the financial condition of the Group. The individual performance of executives is measured against key performance indicators linked to our strategic objectives.

Application of Principle 15

To ensure we have adequate assurance across the RBPlat Group, and to prevent gaps or duplication in assurance efforts, we have adopted a combined assurance approach. Our Risk and Assurance unit is responsible for maintaining the combined assurance plan in consultation with functional and operational management and our outsourced internal audit service provider. Progress on assurance activities is tracked monthly and reported on to the Audit and Risk Committee and/or the Social and Ethics Committee every quarter, depending on the nature of the area assured. The Audit and Risk Committee obtained assurance on the financial statements, internal controls and sustainability information included in RBPlat’s integrated report and carried out its statutory duties set out in section 90 of the Companies Act 71 of 2008. It satisfied itself as to the expertise and experience of the Financial Director and the financial function and assessed the independence and performance of the internal and external audit functions. The Social and Ethics Committee advises and provides guidance to the Board on the effectiveness of management’s efforts in respect of social, ethics and sustainable development-related matters. It also carries out its duties as prescribed in the Companies Act 71 of 2008 and reports on its discharge of its duties in this regard to the Board and stakeholders.

Application of Principle 16

Our approach to stakeholder relations

Balancing the needs, interests and expectations of RBPlat’s stakeholders has been identified as being one of RBPlat’s material issues. The Board also identified stakeholder relations in terms of its role regarding investors as being a material corporate governance issue. To address this issue RBPlat engaged with the investor community, both locally and internationally, during 2017 to keep them informed regarding RBPlat and to obtain feedback. RBPlat’s recognition of the importance of engaging with the investor community is reflected in the appointment of an Executive: Investor Relations to the Executive Committee.