The board has six committees and sustainability issues are the responsibility of two of these – the health, safety and environmental committee and the social, ethics, human resources and transformation committee; the audit and risk committee also has oversight of risks that are linked to sustainability.

Group governance framework

The Group Governance Framework drives top-down governance, facilitating devolution of responsibility and avoidance of duplication, whilst ensuring clarity of the relationship between the group and its subsidiaries. The board is the custodian of the Group Governance Framework.

Group governance framework [graph]

Proportionality of application takes into account the group’s resources, and the extent and complexity of its activities to reduce the administrative burden without impacting the governance, risk and control environment.

Combined integrated assurance model confirms that the information we provide supports the credibility and integrity of our reporting. The model encompasses four lines of assurance, used to distinguish both the level and extent of assurance required. It establishes clear accountability and ownership for risk management, the control environment and the required mitigating management actions.

Risk management philosophy ensures there is a common set of standards for the identification and management of risks and opportunities.

The board's responsibility

The board is ultimately accountable for the performance and reputation of the group, ensuring that it continues to operate responsibly, ethically and sustainably. The board operates in terms of a board charter which defines its mandate, functions and responsibilities, some of which are illustrated below.

The board's responsibility [diagram]

How the board is kept informed

Quarterly

The board holds quarterly board meetings, with detailed information packs distributed to directors well in advance. The chairman of the board may call additional meetings as and when required.

The majority of the board committees meet prior to each board meeting. The chairman or chair of each committee reports to the board on matters discussed and the outcomes of committee meetings.

The investment and nomination committees meet as and when required and report to the board on an ad hoc basis.

Ad hoc

Management and the company secretary are mandated to keep the board informed of all developments relating to the group, our competitors, executive management and the wider operating environment.

Board and committees

The Northam board is diverse, consisting of 9 members. 33% of our board members hold engineering degrees, 22% are chartered accountants (SA) and the balance have relevant experience in corporate finance, mergers and acquisitions and other associated and requisite disciplines. Five board members, including our chief executive officer, have extensive exposure and experience as CEOs.

Board demographics

Board demographics [graph]
e43
 

Tenure

Tenure [graph]
 

 

 

Gender diversity

Female
44%

4

Gender diversity female [icon]
Male
56%

5

Gender diversity male [icon]
Northam target for female
board representation: 20%
 

Age diversity

Oldest
member

78

Youngest
member

43

Age diversity [icon]
Average age of 63,
22% aged 60 and under
 

 

 

Governance structure

Board of directors
Non-executive directors: Executive directors: Independent non-executive directors:
TE Kgosi PA Dunne
(chief executive officer)
AH Coetzee
(chief financial officer) 		TI Mvusi (Chairman)
HH Hickey
Dr NY Jekwa
GT Lewis
MH Jonas
JG Smithies

Independent non-executive

TI Mvusi [photo]

TI Mvusi (67)

Independent chairman

BA, ELP, MAP, PDP

Board member of Northam Holdings since September 2021 and of the group since January 2016.

Other directorships: Non-executive director of African Rainbow Capital Limited, Ubuntubotho Investments Proprietary Limited, SIH Capital Holdings Proprietary Limited and CSG Holdings Limited. Independent non-executive chairman of Northam Platinum Limited (a subsidiary of Northam Holdings).

Experience: Previous chief executive and executive director responsible for market development at Sanlam. Also an executive committee member and executive head: external interface at Sanlam Investments Proprietary Limited. Former general manager of Gensec Property Services Limited and marketing manager of Franklin Templeton Asset Management and has held positions with various companies in the financial services industry.

HH Hickey [photo]

HH Hickey (69)

Lead independent director

CA (SA)

Board member of Northam Holdings since September 2021 and of the group since January 2016.

Other directorships: Independent nonexecutive director of Barloworld Limited, Pepkor Holdings Limited and Northam Platinum Limited (a subsidiary of Northam Holdings).

Experience: Chartered Accountant with over 35 years of experience in auditing, risk management and governance and former chairman of SAICA.

JG Smithies [photo]

JG Smithies (British) (78)

BSc (Mining Engineering), BSc (Chemistry)

Board member of Northam Holdings since September 2021 and of the group since January 2017.

Experience: Former CEO and director of operations at Implats.

Dr NY Jekwa [photo]

Dr NY Jekwa (48)

MBA (Finance), MBBCh (Bachelor of Medicine and Bachelor of Surgery), MIoDSA

Board member of Northam Holdings since September 2021 and of the group since November 2017.

Other directorships: CEO and co-founder of Thrive Capital Partners, independent nonexecutive director of Brait PLC, Liora Capital Proprietary Limited, Thungela Resources Limited and Governing Council of the Diocesan School for Girls (Grahamstown).

Experience: Former CEO of Mergence Investment Managers Proprietary Limited, former head of capital raising at Coast2Coast Propriety Limited (a private equity firm) and has held senior positions in both structured and leveraged finance at Rand Merchant Bank and Nedbank Corporate and Investment Bank. Former independent non-executive director of Ascendis Health Limited.

MH Jonas [photo]

MH Jonas (63)

BA (History and Sociology)

Board member of Northam Holdings since September 2021 and of the group since November 2018.

Other directorships: Chairman of the MTN Group Limited and independent nonexecutive director of Sygnia Limited.

Experience: One of four independent presidential investment envoys appointed by President Cyril Ramaphosa to attract investors to South Africa. Former deputy finance minister of the South African Government from 2014 to 2017 and member of the National Assembly until April 2017. Former chairman and non-executive director of the Public Investment Corporation (SOC) Limited.

GT Lewis [photo]

GT Lewis (British) (65)

BSc (Mining Engineering), MBA

Board member of Northam Holdings since September 2021 and of the group since December 2020.

Experience: Former CEO of Northam and general manager of Zondereinde mine. Instrumental in the development of Booysendal mine. Previously served as the former general manager of Gold Fields Ghana establishing the Tarkwa gold mine. Former chairman of the Ghana Chamber of Mines Technical Committee and has held a number of senior positions at various gold, coal and base metal mining operations.

Executive

PA Dunne [photo]

PA Dunne (60)

Chief executive officer

BSc (Hons), MBA

Board member of Northam Holdings since December 2020 and of the group since March 2014.

Other directorships and appointments: Non-executive director of the International Platinum Group Metals Association (IPA). Current vice president of the Minerals Council of South Africa and chief executive officer of Northam Platinum Limited (a subsidiary of Northam Holdings).

Experience: Former executive director at Implats, responsible for all mining, concentrating and smelting operations at the group’s Rustenburg and Marula mines.

AH Coetzee [photo]

AH Coetzee (43)

Chief financial officer

CA (SA)

Board member of Northam Holdings since December 2020 and of the group since November 2018.

Other directorships: Chief financial officer of Northam Platinum Limited (a subsidiary of Northam Holdings).

Experience: Joined Northam in December 2015 as the group financial controller and was appointed chief financial officer in November 2018. Former associate director at Ernst & Young Inc. with 20 years’ experience in, and exposure to, the mining and manufacturing industries, including the auditing of large, listed and multi-locational organisations.

Non-executive

TE Kgosi [photo]

TE Kgosi (69)

BCom (Hons)

Board member of Northam Holdings since September 2021 and of the group since November 2004.

Experience: Former cluster manager – materials management (Gauteng and North West operating units) in supply chain operations, Eskom SOC Limited. Extensive experience in the mining and banking sector (specialising in treasury), having held positions at a number of South Africa’s main banking groups, as well as Credit Suisse First Boston (NY).

Board committee membership

Position Audit & risk Investment Health, safety and environmental Social, ethics, human resources and transformation Remuneration Nomination
Chairperson HH Hickey TI Mvusi JG Smithies TE Kgosi HH Hickey TI Mvusi
Member NY Jekwa
MH Jonas 		JG Smithies
HH Hickey 		NY Jekwa
GT Lewis
PA Dunne 		NY Jekwa
PA Dunne 		TI Mvusi
MH Jonas 		JG Smithies
TE Kgosi
Number of members 3 3 4 3 3 3

Board and committee meetings

The board and its committees meet at least once a quarter; ad hoc meetings may also be called to consider specific issues. The investment committee and the nomination committee meet as and when required, which may be more or less than four times a year. All directors are required to declare their directorships and interests. At each board and committee meeting they are requested to declare any conflict of interest in matters pending.

For detail on board and committee meetings in 2023, see the Corporate governance report 2023

We undertake to uphold the following principles to:

  • Implement and maintain sound systems of corporate governance, taking cognisance of recognised global governance guidelines;
  • Ensure that ethical business practices and decisions are upheld, and to maintain an appropriate whistle-blowing system to counter any transgressions;
  • Take appropriate responsibility for a safe working environment, and to strive for continual improvement in our health and safety performance;
  • Recognise and uphold the rights of employees and community members, and to guard against any discriminatory practices;
  • Safeguard natural resources, to minimise resource usage and waste, to protect biodiversity and optimise the usage of the land within our custodianship, and to seek continual improvement in our environmental performance.
  • Contribute to the social and economic upliftment of local communities through positive engagement and contributions in support of sustainable projects and programmes.