JSE-listed Sibanye-Stillwater has reported that, owing to board members Richard Menell, Tim Cumming, Keith Rayner and Jerry Vilakazi having reached 12-year tenures, they are no longer regarded as independent and are now classified as ‘nonexecutive directors.’

Rayner, the current chairperson of the audit committee, along with Menell and Cumming, will step down as chairperson and members of the audit committee at the 2025 AGM and Terence Nombembe will be put forward for election as the chairperson of the audit committee.

Sibanye-Stillwater says Cumming will remain chairperson of the remuneration committee until the AGM in May 2026.

The company notes that a robust succession plan that prioritises independence and gender diversity is ongoing for this role, adding that this is in line with the King IV recommended practices to be considered on an apply and explain basis.

Cumming will also retire as a member of the board at the 2026 AGM.

For stability and corporate memory Menell will remain a member of the nominating and governance committee as nonexecutive director until his retirement at the 2027 AGM. The same is true for Rayner and Vilakazi until their retirement at the 2028 AGMs.

Sibanye-Stillwater says the board will, however, ensure that a majority of members of the nominating and governance committee are independent by appointing new independent members to the nominating and governance committee.

Additionally, as the investment committee and the safety and health committees are not statutory committees, the company says their terms of references were amended to permit a non-independent chairperson.

Rayner and Vilakazi will, therefore, remain as chairpersons of the investment committee and the health and safety committee, respectively, until their retirement at the 2028 AGM.

The company notes that succession for these committee chairpersons is under way.

These changes are aimed at enhancing the effectiveness and continuity of the board in line with established good governance practices.

“The board remains committed to maintaining high standards of governance and ensuring that all regulatory requirements are met,” says Sibanye-Stillwater.