Directors are required to avoid a situation where they may have a direct or indirect interest that conflicts with the Company’s interests. Directors disclose conflicts of interest at every meeting in terms of section 75 of the Companies Act. Directors present an updated list of their directorships and interests to the Company Secretary on a quarterly basis; the comprehensive list is tabled at each quarterly Board meeting. At the beginning of each Board meeting, Board members and Committee members are also required to disclose any conflict of interest in respect of a matter on the agenda. Any such conflicts are proactively managed as determined by the Board, subject to legal provisions.

The Board has approved policies governing the management of conflicts of interest, the protection of confidential information, and dealing in the Company’s shares that provides relevant guidance to Board members.

The Nominations and Governance Committee recommends the appointment of new directors for approval by the Board according to a strategy and succession plan adopted by the Board. The Board charter details the procedure for appointments to the Board. The Board’s broader diversity policy also applies to the appointment of new directors. The Nominations and Governance Committee, in applying the diversity policy, will make  recommendations to the Board on prospective candidates based on merit and will consider candidates against objective criteria with due regard to the benefits of diversity, including gender, and the contribution that the candidate will bring to the Board. There is ongoing commitment from the Board to strengthen female representation.

Comprehensive induction programmes over a number of days are conducted for all newly appointed directors, which include site visits to the operations.

The Company’s induction programme for new directors and training plan for existing Board members aim to holistically address all aspects of being a director, including an understanding of the JSE Listings Requirements, the legal and regulatory framework of the industry, the Kumba operations, and other matters deemed important in ensuring that the directors are able to exercise their fiduciary duties adequately. Each newly appointed director is inducted through a tailor-made “induction plan”, that specifically focuses on their individual needs and areas of interest.

The training programme is also designed to meet the existing and emerging needs of the Board. For the year under review, training was provided to the Audit Committee on South Africa’s economic outlook and challenges and the JSE’s proactive monitoring thematic review findings. Externally facilitated training sessions were provided to the Board on board liability with regard to climate change, cyber risks and the potential impact and decarbonisation  trends (globally, mining and steelmaking).

A Board risk workshop is held annually where political analysts are invited to provide views on the macro-political outlook. The theme for 2023 was “What is on the Horizon and Beyond”. The SA political landscape and trends as well as steel / iron ore and economic trends were shared at the risk workshop. The Kumba risk management process, the comprehensive risk profile and the risks and opportunities comparison was tabled for consideration.  The Board followed a robust process to identify new risks and opportunities which will inform the risk profile for 2024.

In keeping with the spirit of sound leadership, the Board promotes strong principles of integrity within the Company, which aids in entrenching excellence in every facet of the business. The Board is the overall custodian of good corporate governance and is fully committed to the four governance outcomes (as described in King IV), namely an ethical culture, good performance, effective control and legitimacy.
The Board plays a key role in setting the strategic direction of the Company. The Board also provides continuous oversight of material matters, acting as an independent check and balance for the executive management team, whose main responsibility remains the management of the business.
The directors are diverse in their academic qualifications, industry knowledge, experience, race and gender. This diversity encourages robust debate at Board and committee level to ensure that appropriate and effective judgement and guidance are provided to management in delivering on the Company’s strategic objectives.

Kumba’s Board sub-committees oversee the integrated risk management process and receive regular feedback from management on all risk-related activities. The Board sub-committees regularly assess all risk governance structures and lines of defence to ensure that roles, responsibilities and accountabilities for identifying, managing, mitigating, reporting and escalating risks and opportunities within the Company are appropriately defined and responded to. The board operates a risk management framework and policy which integrates risk management into the core business strategy and functions.
The Company's risk management process includes specific provision for identifying and realising business opportunities. An opportunity is defined as a set of exploitable circumstances with uncertain outcomes, requiring commitment of resources and that may involve exposure to risk.
An Integrated Risk Management policy and Risk plan are in place to ensure the execution of Kumba's risk programme. The Board reviews and approves the risk tolerance and appetite on a quarterly basis to ensure effective delivery of the Company’s strategy in the context of a continuously changing operating environment.

The Board charter regulates the parameters within which the Board operates and ensures the application of the principles of good corporate governance in all its dealings. The charter sets out the roles and responsibilities of the Board and individual directors, including its composition and relevant procedures of the Board. The charter is aligned with the provisions of the Companies Act No 71 of 2008, as amended (the Companies Act), the JSE Listings Requirements, King IV and the Company’s Memorandum of Incorporation (MoI).
The responsibilities of the Chairperson and the Chief Executive are clearly defined and separated, as set out in the Board charter. While the Board may delegate authority to the Chief Executive in terms of the Board charter, the separation of responsibilities is designed to ensure that no single person or group can have unrestricted powers and that appropriate balances of power and authority exist on the Board.

The role of the Kumba Board of directors is to promote and safeguard the long-term success of the business, while considering the interests of its various stakeholders. Directors steer the Company in the right direction through a combination of strategy, effective leadership and sound corporate governance. Our Board of directors remains committed to adhering to the highest standards of corporate governance and ethics as per King IV, the Companies Act, the JSE Listings Requirements, other applicable regulations, and governance frameworks.
The Board has the ultimate responsibility for ensuring that Kumba acts in the best interest of all its stakeholders. The Board has delegated responsibility to the Social, Ethics and Transformation Committee (Setco) for the oversight and reporting of Kumba‘s social and governance performance.The Board plays a pivotal role in the promotion of sound corporate governance which is integral to the running of an organisation and delivering governance outcomes such as an ethical culture, good performance, effective control and legitimacy.

The Board plays a pivotal role in the promotion of sound corporate governance which is integral to the running of an organisation and delivering governance outcomes such as an ethical culture, good performance, effective control and legitimacy.
The Board prescribes to the Anglo American Group Code of Conduct as well as the Business Integrity Policy and the Anti-Trust policy. The Board, assisted by the Nominations and Governance Committee, conducts an assessment of the Board’s performance and of the appropriateness and effectiveness of its Committees, procedures and processes. In addition, an external assessment is performed every second years that includes personal interviews with individual directors.

The Kumba Board, through its Social, Ethics and Transformation Committee (Setco), ensures the implementation of the Anglo American Group Code of Conduct (CoC) and Business Integrity Policy BIP. The Code of Conduct was designed to makes the values of Anglo American more practical for both employees and associated third parties such as partners, suppliers and service providers.
The Board, through the Audit and Social, Ethics and Transformation Committees, is the ultimate custodian of ethics management as outlined in the Companies Act and King IV. Kumba has a Management Ethics Committee which is responsible for ongoing management of ethics. The Committee meets on a quarterly basis  to consider all ethics and integrity-related issues and reports to the Board Committees.
The Board representation is comprised of individuals whose actions are equally guided and driven by high moral and ethical standards, in dispensing with their fiduciary duties.   
The Board has ensured that the Code of Conduct and ethics-related policies, clearly articulate the required ethics standards.
Additionally, Board members are obliged to regularly declare their business interest in order to avoid and monitor any potential or perceived conflict of interest.  

The Board, through the Audit and Social, Ethics and Transformation Committees, is the ultimate custodian of ethics management as outlined in the Companies Act and King IV^TM.
The main role of the ethics function is to promote ethical business conduct through the implementation of the Company’s business integrity policy, code of conduct and anti-corruption policy, as approved by the Board. 

The Code of Conduct makes reference to various policies, including the Business Integrity Policy on how to behave ethically when conducting business activities with or on behalf of Kumba.
The Code of Conduct and Business Integrity Policy are referenced in employee contracts and form part of the on-boarding/induction process for suppliers and suppliers.   
Both the Code of Conduct and Business Integrity Policy are annexed to all supplier and customer contracts upon inception.

The Board has the ultimate responsibility for ensuring that Kumba acts in the best interest of all its stakeholders. The Board has delegated responsibility to the Social, Ethics and Transformation Committee (Setco) for the oversight and reporting of Kumba‘s social and and governance performance. The Safety, Health and Sustainable Development Committee (SHSD) has the responsibility for oversight and reporting on environmental matters.
The Board plays a pivotal role in the promotion of sound corporate governance which is integral to the running of an organisation and delivering governance outcomes such as an ethical culture, good performance, effective control and legitimacy.
The SetCo holds accountability for overseeing how Kumba manages its most material sustainability issues. This includes overseeing that Kumba is a responsible corporate citizen, ensuring that the Company attains its goals relating to the management of social, transformation, permitting, regulatory compliance, risks and opportunities and ethics across the Company. The SHSD oversees that the Company attains its goals pertaining the the management of safety, health and environmental matters. 
Both the SetCo and the SHSD are responsible for developing sustainable development policies and guidelines to manage these focus areas, monitoring performance against key indicators, and facilitating stakeholder participation, co-operation and consultation on key issues.

The Board, through the Social, Ethics and Transformation Committee has delegated to Management the responsibility of implementing and execution of all policies, codes and standards including the codes of conduct and ethics policies. This is done through the Board charter and the Board Committees’ terms of reference.
The Setco holds accountability for overseeing how Kumba manages its most material sustainability issues. This includes overseeing that Kumba is a responsible corporate citizen, ensuring that the Company attains its goals relating to the management of social, transformation, permitting, regulatory compliance, risks and opportunities and ethics across the Company. The SHSD holds accountability for the monitoring all matters pertaining to safety, health and environment.
As part of its overall mandate to oversee audit, internal control and risk management, the Audit Committee reviews the principal risks to Kumba, including those related to  potential  catastrophic events and material sustainability issues. The Audit Committee has responsibility for monitoring the Company‘s whistleblowing programme.
The Human Resources and Remuneration Committee (Remco) determines the remuneration of executive directors and senior management, and oversees remuneration policy for all employees. At Kumba, the performance-based remuneration of all employees considers our safety, health and environmental performance. The performance conditions applicable to awards granted to executive directors and senior management under the Long-Term Incentive Plan (LTIP) include metrics relating to tailings dam standards, energy efficiency, GHG intensity, PM10 dust control and safety-critical control management.
This is done in the spirit of good corporate governance, effective leadership, operational effectiveness and transparency.

Kumba follows a structured process for determining material matters to be included for reporting to stakeholders. The Board is responsible for approval of the reporting framework used for reporting to the stakeholders.
On an annual basis Kumba issues the Integrated Report guided by the principles contained in the IIRC’s International Framework and the King Code on Corporate Governance 2016 (King IV^TM).

Kumba follows a structured process for determining material matters to be included for reporting to stakeholders. The Board is responsible for approval of the reporting framework used for reporting to the stakeholders.
On an annual basis Kumba issues the Integrated Report guided by the principles contained in the IIRC’s International Framework and the King Code on Corporate Governance 2016 (King IV^TM). The report is published on the Company's website.

Kumba follows a structured process for determining material matters to be included for reporting to stakeholders. The Board is responsible for approval of the reporting framework used for reporting to the stakeholders.
On an annual basis Kumba issues the Integrated Report guided by the principles contained in the IIRC’s International Framework and the King Code on Corporate Governance 2016 (King IV^TM).

In keeping with the spirit of sound leadership, the Board promotes strong principles of integrity within the Company which aids in the entrenchment of sustained excellence in every facet of the business. The Board remains Kumba’s overall custodian of good corporate governance and is fully committed to the four governance outcomes, namely: an ethical culture, good performance, effective control and legitimacy.
The Board’s primary responsibility remains playing a key role in setting the strategic direction of the Company. The Board also provides continuous oversight of material matters, acting as an independent check and balance to the executive management team, whose main responsibility remains the management of the business.

The Board subscribes to a unitary Board structure with a balance of executive and non-executive directors. There will be a minimum of 4 (four) and a maximum of 14 (fourteen) directors as prescribed by the Company’s Memorandum of Incorporation.  The Board on an annual basis considers its size, diversity, demographics, gender and skills requirements as part of the assessment of the Board and directors’ performance.

The Board considers whether there is an appropriate balance of knowledge, skills and expertise among the non-executive directors. The non-executive directors are considered to have the required skills and experience to have objective judgement on matters of strategy, resources, transformation, diversity and employment equity, financial and operational performance and policies impacting the business.

The Board approved a Board broader diversity policy which encompasses encompasses variables such as gender, race, culture, age, field of knowledge, skills and experience, ethnicity, competencies, philosophies, accomplishments and religion in line with the requirements of the JSE Listings Requirements. The Board agreed that no voluntary targets be set for 2022 with the undertaking that the policy will be reviewed annually to asses whether or not to set voluntary targets. The Board currently has HDSA representation of 55%.
The policy promoting boarder diversity will apply to the appointment of new directors and has been taken into account for purposes of succession planning for the Board.

Succession planning is important in ensuring continuity and strengthening of the collective skills and experience set of the Board. The Nominations and Governance Committee continually assesses the composition of the Board and its sub-committees. The Board is satisfied with the current Board and sub-committee compositions.

The Company’s induction programme for new directors and training plan for existing Board members aim to holistically address all aspects of being a director, including an understanding of the JSE Listings Requirements, the legal and regulatory framework of the industry, the Kumba operations, and other matters deemed important in ensuring that the directors are able to exercise their fiduciary duties adequately. Each newly appointed director is inducted through a tailor-made “induction plan”, that specifically focuses on their individual needs and areas of interest.
The training programme is also designed to meet the existing and emerging needs of the Board. For the year under review, training was provided to the Audit Committee on South Africa’s economic outlook and challenges and the JSE’s proactive monitoring thematic review findings. Externally facilitated training sessions were provided to the Board on human capital strategy and oversight focusing on future of work and people, refresher training on the JSE Listings Requirements, Anglo Social Way 3.0, SDGs applicable to the Company and ESG metrics.

The training programme is also designed to meet the existing and emerging needs of the Board. Each newly appointed director is inducted through a tailor-made “induction plan”, which plan specifically focus on their individual needs and areas of interest.

Directors are required to avoid a situation where they may have a direct or indirect interest that conflicts with the Company’s interests. Directors disclose conflicts of interest at every meeting in terms of section 75 of the Companies Act. Directors present an updated list of their directorships and interests to the Company Secretary on a quarterly basis; the comprehensive list is tabled at each quarterly Board meeting. At the beginning of each Board meeting, Board members and Committee members are also required to disclose any conflict of interest in respect of a matter on the agenda. Any such conflicts are proactively managed as determined by the Board, subject to legal provisions.
The Board has approved policies governing the management of conflicts of interest, the protection of confidential information, and dealing in the Company’s shares that provides relevant guidance to Board members.

Directors disclose conflicts of interest at every meeting in terms of section 75 of the Companies Act. Declarations of Interest is a standing Agenda item for all Board and committee meetings.
Directors present an updated list of their directorships and interests to the Company Secretary on a quarterly basis, the comprehensive list is tabled at each quarterly Board meeting. At the beginning of each Board meeting, Board members and Committee members are also required to disclose any conflict of interest in respect of a matter on the agenda. Any such conflicts are proactively managed as determined by the Board, subject to legal provisions.

The Nominations and Governance Committee is responsible for assessing the independence of the directors on an annual basis. Independence is determined according to the Companies Act, JSE Listings Requirements and the recommendations of King IV^TM, which takes into account, among others, the number of years a director has served on the Board.
The Board has adopted a policy dealing with directors’ tenure in excess of nine years. Best practice requires the Board to consider whether that director continues to be independent in executing his/her fiduciary duties. The Board, upon recommendation from its Nominations and Governance Committee, has adopted the policy of annually reviewing directors’ independence if their tenure has reached nine years or more.
Based on the results of the evaluation, the Board will consider whether there is any evidence of any circumstance and/or relationship that would impair their judgement to the extent that their independence is compromised. 
An annual evaluation of the independence and performance of the Chairperson of the Board is carried out during the annual Board evaluation process.
The Board was satisfied that all its independent non-executive directors met its independence criteria for the 2022 financial year.

The capacity of each director is categorised in accordance with the guidelines set out in the JSE Listings Requirements and King IV^TM. Non-executive directors are subject to a tenure of nine years, which may be extended by a further period subject to the assessment of such director’s independence as required by King IV^TM. Notwithstanding the aforementioned, a director shall cease to hold office should any event as contemplated in clause 26 of the Company’s Memorandum of Incorporation (MoI) occur.
The Board has robustly tested, through an independent evaluation, the independence of all non-executive directors in the year under review. The following non-executive directors are retiring and, being eligible, will be recommended for reappointment at the 2023 AGM: Mrs Mary Bomela, Mrs Ntombi Langa-Royds, Mr Aman Jeawon, Mr Themba Mkhwanazi and Ms Buyelwa Sonjica.

The Board approved a Board policy promoting broader diversity at Board level. Diversity at Board level is seen as an essential element in maintaining a competitive advantage. Robust
discussions about challenging issues require deep insight, multiple angles and collective experience which is where the value of having a diverse Board lies. The Board diversity profile encompasses variables such as gender, race, culture, age, field of knowledge, skills and experience, ethnicity, competencies, philosophies, accomplishments and religion. 
The Board agreed that no voluntary targets be set for 2022 with the undertaking that the policy will be reviewed annually to assess whether or not to set voluntary targets. The Board currently has HDSA representation of 55%.

The Nominations and Governance Committee is responsible for assessing the independence of the directors on an annual basis. Independence is determined according to the Companies Act, JSE Listings Requirements and the recommendations of King IV^TM, which takes into account, among others, the number of years a director has served on the Board.
The Board has adopted a policy dealing with directors’ tenure in excess of nine years. Best practice requires the Board to consider whether that director continues to be independent in executing his/her fiduciary duties. The Board, upon recommendation from its Nominations and Governance Committee, has adopted the policy of annually reviewing directors’ independence if their tenure has reached nine years or more.
Based on the results of the evaluation, the Board will consider whether there is any evidence of any circumstance and/or relationship that would impair their judgement to the extent that their independence is compromised.

• Number of board positions at both listed and unlisted companies;
• Size and complexity of the company on whose board a Director seeks clearance to serve on;
• Time commitments and duties accompanying each board position;
• Details regarding other professional commitments, including executive responsibilities if any;
• Conflicts of interest; and
• Board performance assessments results for directors. Consideration to be given to the level of contribution and attendance record at meetings.

Kumba’s Board sub-committees oversee the risk management process and receives regular feedback from management on all risk-related activities with their area of responsibility. The Chairperson of the Board attends all committee meetings as an invitee save for the Nominations and Governance Committee of which he is the Chairperson.

There are five Board committees, namely the Audit Committee; Social, Ethics and Transformation Committee (Setco); Human Resources and Remuneration Committee (Remco); Strategy and Investment Committee (Stratco) and Nominations and Governance Committee (NomGov). The establishment of a Safety, Health and Sustainable Development Committee (SHSD) was approved by the Board on 11 November 2022. Each committee consists of a minimum of three members, as contained in the terms of reference.

Each committee, including the Board, promotes strong principles of integrity within the Company and the Board remains the overall custodian of good corporate governance. Sound corporate governance provides a critical foundation, both for safeguarding stakeholder value and for achieving the Company’s key strategic focus areas. Independent Board oversight and guidance in relation to the operations and activities are key in driving compliance and embedding the highest levels of integrity and transparency throughout the Company. Through the governance structures and committees, decisions are made and responses generated to ensure value is created for the Company and its stakeholders.
The following applies to Board committees:

• the Chairperson attends all Board committee meetings, either as a member or as an invitee
• the Chief Executive has a standing invitation to attend all committee meetings where she is not a member
• other Company executives attend meetings where appropriate and by invitation
• at the discretion of the committee chairpersons, in-committee discussions are occasionally conducted without invitees
• all members of Board committees are directors of the Company
• where committee membership is prescribed by the Companies Act 2008 or the JSE Listings Requirements, or is recommended by King IV^TM, Board committees are constituted in accordance with such requirements or recommendation
• committee chairpersons report on proceedings of committee meetings to the Board, and minutes of all Board and committee meetings are included in Board papers.

The Nominations and Governance Committee continually assesses the Board and its sub-committees’ composition. The Board is satisfied with the current Board and sub-committee compositions in terms of knowledge, skills and experience.

The Board charter regulates the parameters within which the Board operates and ensures the application of the principles of good corporate governance in all its dealings. The charter sets out the roles and responsibilities of the Board and individual directors, including its composition and relevant procedures of the Board. 
Each Committee, including the Board, promotes strong principles of integrity within the Company and the Board remains the overall custodian of good corporate governance. Sound corporate governance provides a critical foundation, both for safeguarding stakeholder value and for achieving our key strategic focus areas. Independent Board oversight and guidance in relation to our operations and activities are key in driving compliance and embedding the highest levels of integrity and transparency throughout the Company.

The Audit Committee considered and assessed the independence of both the external auditor and the lead independent audit partner and was satisfied that engagements were conducted at arm’s length.

Succession planning is important in ensuring continuity and strengthening of the collective skills and experience set of the Board. The Nominations and Governance Committee continually assesses the composition of the Board and its sub-committees. The Board is satisfied with the current Board and sub-committee compositions.
In November 2022, the Nominations and Governance Committee reviewed the succession planning for the Chief Executive and the Chief Financial Officer. Similarly, the Human Resources and Remuneration Committee reviewed the succession planning for executive management and senior management in the Company. These succession plans identified emergency successors and development plans are in place for successors where readiness levels of three to five years were indicated. Emphasis was also placed on strengthening the women pipeline. The Committees will continue to monitor progress in this regard.

Key findings of the assessment were that:

• the Board is viewed as insightful, constructive and cohesive and the composition of the Board is diverse in all aspects
• the Chairperson of the Board is highly regarded and provides excellent leadership
• the Committees of the Board are effective with strong leadership.

An area of improvement identified was that Board members will benefit from training in further developments in decarbonisation, technology (both mining and IT) and cyber risks.

Risks and opportunities were allocated to the respective Board sub-committees where material risks within the respective Committees' mandates are being dealt with on a quarterly basis.

The Human Resources and Remuneration Committee comprises a majority of non-executive directors. In addition to the Committee members, the Chief Executive, the Executive Head of human resources and the Anglo American Head of reward attend Committee meetings.

The Social, Ethics and Transformation Committee, as a statutory committee, plays a pivotal role in exercising oversight of organisational ethics, social and economic development, good corporate citizenship, regulatory compliance, environment, health and safety, stakeholder engagement and labour and employment issues. The purpose of the Committee is to ensure that the Company’s activities positively impact its many stakeholders, including employees, communities, members of the public and the environment and to report on this to its shareholders on an annual basis.

Given that an external evaluation of the Board, Board Chairperson and the Board committees is conducted biennially, the Board considered the value add of conducting an internally led evaluation in the intervening year and concluded that the internally led evaluations be discontinued as this will provide sufficient time to implement the recommendations from the externally led evaluation. An externally led Board evaluation was conducted in 2022 and finalised in 2023. The Board is in the process of implementing the recommendations from the externally led evaluation.

In respect of 2023, an exercise was led by the Chairperson of the Nominations and Governance Committee where the Board as a whole reflected on the Board’s performance and that of the board committees and the performance was found to be satisfactory.

Given that an external evaluation of the Board, Board Chairperson and the Board committees is conducted biennially, the Board considered the value add of conducting an internally led evaluation in the intervening year and concluded that the internally led evaluations be discontinued as this will provide sufficient time to implement the recommendations from the externally led evaluation. An externally led Board evaluation was conducted in 2022 and finalised in 2023. The Board is in the process of implementing the recommendations from the externally led evaluation.

In respect of 2023, an exercise was led by the Chairperson of the Nominations and Governance Committee where the Board as a whole reflected on the Board’s performance and that of the board committees and the performance was found to be satisfactory.

In November 2023, the Nominations and Governance Committee reviewed the succession planning for the Chief Financial Officer. Similarly, the Human Resources and Remuneration Committee reviewed the succession planning for executive management and senior management in the Company. These succession plans identified emergency successors and development plans are in place for successors where readiness levels of three to five years were indicated. Emphasis was also placed on strengthening the women pipeline. The committees will continue to monitor progress in this regard.

These succession plans identified emergency successors and development plans are in place for successors where readiness levels of three to five years were indicated. Emphasis was also placed on strengthening the women pipeline. The committee will continue to monitor progress in this regard.

These succession plans identified emergency successors and development plans are in place for successors where readiness levels of three to five years were indicated. Emphasis was also placed on strengthening the women pipeline. The committees will continue to monitor progress in this regard.

An assessment of the Company Secretary and secretarial function was conducted by the Nominations and Governance Committee on behalf of the Board. The results confirmed that the Company Secretary had the requisite level of knowledge and experience to discharge her duties and maintains an arm’s length relationship with the Board.

The Company operates a risk management framework and policy which integrates risk management into the core business strategy and functions. Risk management is not limited solely to risks that may adversely affect the Company’s ability to achieve its objectives, but also deals with identifying and seizing new opportunities linked to the identified risks.
On an annual basis the Board of Directors, through the Strategy and Investment Committee, convenes a Board Strategic Workshop to consider strategic internal, external and preventable risks as well as opportunities in so doing steering and setting strategic direction for the Company. This is supported by regular management risk committee meetings which includes the executive committee and management of the company and the board sub-committees throughout the year, which continually assess all risk governance structures and lines of defence to ensure that roles, responsibilities and accountabilities for identifying, managing, mitigating, reporting and escalating risks and opportunities within the Company are appropriately defined and responded to.

Kumba defines risk appetite as the nature and extent of the risk the Company is willing to accept in the pursuit of its objectives; risk tolerance refers to the organisation’s strategic capacity to accept or absorb risk. 
Risk appetite and tolerance are high on the Board’s agenda and are a core consideration of our enterprise risk management approach. Risk appetite and tolerance consider the relationship between the potential consequences of key risks and the actual condition of the controls or management actions that mitigate those consequences.

To measure risk appetite, the Company has developed a matrix that combines an assessment of the consequences of our risks with the status of management actions and/or internal controls that prevent or mitigate that risk. Risks that have significant consequences will be within appetite if controls or management actions are in place. Risks can only exceed appetite if a significant consequence is not sufficiently controlled or management actions have not yet been implemented to an extent that the risks can be described as being effectively managed. 

Risks and opportunities were allocated to the respective Board sub-committees where key and material risks within the respective Committees mandates are being dealt with on a quarterly basis.
These risks and opportunities are then consolidated at Board level as the Board remains ultimately responsible for the management of risks and associated opportunities.

Kumba continues to implement the integrated Anglo American group compliance management system, which covers key topics such as business integrity, competition compliance, tax and data privacy. In deploying an updated approach to intermediary risk management, Kumba seeks to ensure that all potential third parties that act on its behalf are identified and risk assessed, with appropriate risk-mitigation controls put in place accordingly.

• Considered the effectiveness of the internal audit function and monitored adherence to the annual internal audit plan.
• Considered and reviewed the Company’s combined assurance model for completeness and ensured that augmented assurance coverage is obtained from management, external and internal assurance providers.

• Considered the effectiveness of the internal audit function and monitored adherence to the annual internal audit plan.
• Considered and reviewed the Company’s combined assurance model for completeness and ensured that augmented assurance coverage is obtained from management, external and internal assurance providers.

• Considered the effectiveness of the internal audit function and monitored adherence to the annual internal audit plan.
• Considered and reviewed the Company’s combined assurance model for completeness and ensured that augmented assurance coverage is obtained from management, external and internal assurance providers.
• Evaluated the IR and assessed the consistency with operational and other information known to the Committee and that the report was prepared in line with the IIRC’s International Framework.

The Social, Ethics and Transformation Committee, as a statutory committee, plays a pivotal role in exercising oversight of organisational ethics, social and economic development, good corporate citizenship, regulatory compliance, environment, health and safety, stakeholder engagement and labour and employment issues. The purpose of the Committee is to ensure that the Company’s activities positively impact its many stakeholders, including employees, communities, members of the public and the environment and to report on this to its shareholders on an annual basis.Its responsibilities include developing sustainable development policies and guidelines to manage these focus areas, monitoring performance against key indicators, and facilitating stakeholder participation, cooperation and consultation on key issues.