Sibanye Stillwater restructures board committees ahead of annual general meeting

JSE listed Sibanye Stillwater has announced changes to its board committee structure following a yearly review of governance effectiveness and as part of a broader drive to simplify structures across the group.

The company advised shareholders that the board has approved adjustments to its committee structures, which will take effect after the close of the company’s annual general meeting scheduled for May 28.

From that date, the mining group will operate with five board committees. These include the audit and risk committee, the remuneration committee, the social, ethics and sustainability committee, the safety and health committee and the nominating and governance committee.

Audit and risk oversight combined

As part of the governance review, the company has combined the audit committee and the risk committee into a single audit and risk committee.

The move is intended to strengthen integrated oversight of financial, operational, and strategic risks across the business.

The company also confirmed that the board has resolved to dissolve the investment committee. Matters that were previously handled by this committee, including major investment or divestment decisions, will now be considered directly by the board.

Changes to remuneration committee leadership

Sibanye Stillwater noted that all committee chairpersons will remain unchanged except for the remuneration committee.

Timothy Cumming will retire from the board and will not stand for re-election at the upcoming annual general meeting. As a result, Keith Rayner has been appointed chairperson of the remuneration committee, effective at the close of the AGM.

Meanwhile, Terence Nombembe, who currently chairs the audit committee, will lead the newly combined audit and risk committee.

The company confirmed that all members of the combined audit and risk committee are independent non-executive directors.

Governance framework updated

In a further governance update, Sibanye Stillwater informed shareholders that the board has removed the age-based retirement limit for non-executive directors from its governance framework.

Instead, all directors will be subject to yearly assessments to ensure they remain fit, proper, and capable of fulfilling their responsibilities. The company said the change aligns with good corporate governance principles and the listing requirements of the Johannesburg Stock Exchange.

More detailed information regarding board composition, committee membership and governance developments will be provided in the group’s 2025 integrated report.