The Chairperson is responsible for ensuring that:

• the Board provides effective leadership;
• the Board maintains ethical standards;
• Merafe develops and implements strategies aimed at achieving its sustainability; and
• the Board and its committees are effective.

• governance of the Merafe Group on behalf of its shareholders and stakeholders;
• its own governance;
• strategy, strategic decision-making and risk tolerance;
• assessment of performance;
• engagement with stakeholders;
• Merafe's approach to its social responsibility, safety, health, the environment, ethics and risk; and
• IT governance.

Key issues in 2022 included:
Safety, Merafe strategy, stakeholder engagement, Merafe sustainability, the Venture performance and sustainability, IT governance and risk management, approval of annual financial statements and Integrated Annual Report, approval of interim results and considering the payment of dividends, impairment considerations, review of Board committee composition, composition review and approval of various charters, policies and mandates and committees' terms of reference, King IV analysis, review of effectiveness of internal controls, review of compliance and consideration of investment and diversification opportunities and conducting new transactions, attending and finalising transactions involving PGMs, considering changes to the JSE Listing Requirements and JSE guidance papers on sustainability and climate change reporting.

Abiel Mngomezulu (c)
Matsotso Vuso
Katlego Tlale
David McGluwa
Nonhlanhla Mabusela-Aikhuere
Daniel Green
Jeff Mclaughlan
Zanele Matlala (CEO)
Ditabe Chocho (FD)

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All members of this committee are independent non-executive directors (as required by the Companies Act).

The committee:

• monitors the adequacy of financial controls and reporting; reviews the audit plans of the external auditors and adherence to these plans; considers and determines the principles for approving the use of the external auditors for non-audit services; ensures that financial reporting complies with IFRS, the Companies Act and tax legislation; reviews and makes recommendations on all financial matters;
• oversees Merafe's integrated reporting as well as the assurance function; and
• assists the Board in identifying all material risk and sustainability issues to which the Company is exposed. It ensures that the requisite risk management culture, policies, practices, systems and resources are in place and are functioning effectively.

Key issues in 2022 included:
Review work of external auditors, assess independence of external auditors, review risk register, monitor compliance with statutory requirements, assess adequacy of internal controls and compliance, monitor and consider all tax returns and matters related to SARS, risk management workshop, oversee forex and interest rate hedging policies, IT governance implementation, assess formal tax strategy and policy document, reviewed and approved Integrated Annual Report and assurance process, recommend annual financial statements and reviewed interim results and impairment considerations, recommended Integrated Annual Report for approval by Board, assessment of Financial Director, review terms of reference, review internal audit function, King IV analysis and compliance as well as the attestation by the CEO/FD in the annual financial statements, review of JSE's pro-active financial statement monitoring report, assessing JSE guidance papers on sustainability and climate change reporting, assessing changes to the JSE Listing Requirements and overseeing internal auditors.

Matsotso Vuso
Katlego Tlale
Nonhlanhla Mabusela-Aikhuere
Abiel Mngomezulu*
Zanele Matlala (CEO)*
Ditabe Chocho (FD)*

* Invitees

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The committee:

• makes recommendations to the Board for its consideration and final approval regarding remuneration strategy and policy;
• assists the Board in ensuring that directors and executives are remunerated fairly and responsibly;
• ensures the disclosure of directors and other executive remuneration is accurate, complete and transparent;
• assists the Board with ensuring that remuneration policies are adopted to promote the achievement of strategic business objectives and encourage individual performance, and with monitoring remuneration policies;
• makes recommendations on non-executive directors' fees; and
• develops policy around the appointment of directors, investigates potential Board members for necessary skills and competence and makes appropriate recommendations to the Board.

Key issues in 2022 included:
Composition of all committees, attending benchmarking exercise of directors' executive remuneration, recommended approval of remuneration policy to Board, approved CEOs (individual) and business performance KPIs, evaluated Executive Committee's individual and business performance against objectives, reviewed executive contracts, reviewed remuneration policy and approval of the Board diversity policy, King IV analysis and compliance.

Abiel Mngomezulu¹
Jeff Mclaughlan²
Daniel Green
Zanele Matlala (CEO)*
Ditabe Chocho (FD)*

* Invitees
¹ Chair Nomination Committee
² Chair Remuneration Committee

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The roles and responsibilities of the Social, Ethics and Transformation Committee are set out in the social, ethics and transformation committee report.

Key issues in 2022 included:
The key issues are set out in the social, ethics and transformation committee report.

Nonhlanhla Mabusela-Aikhuere
Abiel Mngomezulu
Zanele Matlala (CEO)
Ditabe Chocho (FD)

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The Joint Board consists of two representatives from Glencore and two representatives from Merafe (Zanele Matlala and Ditabe Chocho). Currently, Glencore appoints the Chairperson of the Joint Board.

Issuers must have a CEO and a Chairperson and these positions must not be held by the same person.

The Chairperson must either be an independent director or the issuer must appoint a lead independent director as defined in King IV.

The CEO and Chairperson positions in Merafe are held by different people and Merafe's Chairperson is an independent non-executive director as defined in King IV. We refer you to governance in this report.

Mr Mngomezulu is the Chairperson. In accordance with King IV, the Board conducted an in-depth review of both his performance and independence. It concluded that his independence has not been affected or impaired by his length of service and that Merafe would continue to benefit from his performance as Chairperson if he were to continue in this role.

All issuers must in accordance with King IV appoint (i) an audit committee, (ii) a committee responsible for remuneration and (iii) a social and ethics committee.

The composition of such committees must comply with the Companies Act and should be considered in accordance with King IV and each committee must consist of three members.

The composition of such committees, a brief description of their mandates, the number of meetings held and any other relevant information must be disclosed in the annual report.

Merafe has combined its Audit and Risk Committee. Its membership is set out here in this report. The committee currently has three members, all of whom are independent non-executive directors, as required by the Companies Act and set out in King IV. The Chairperson of the Board, Chief Executive Officer and Financial Director are invited to attend committee meetings.

As previously indicated, Merafe has appointed a combined Remuneration and Nomination Committee. The committee has three members, two of whom are independent non-executive directors. The Chairperson of the Board is a member of the Remuneration Committee and is Chairperson of the Nomination Committee.

Merafe has a Social, Ethics and Transformation Committee.
It comprises five members, with the majority being non-executive directors.

The composition of the committees, the mandates, activities and number of meetings held are set out here in this report.

During 2022, our Chief Executive Officer and Financial Director became permanent invitees to the Audit and Risk Committee.

A brief curriculum vitae of each director standing for election or re-election must accompany the relevant notice of meeting.

Brief curricula vitae of our directors can be found in governance in this report.

Capacity of directors in relation to executive, non-executive and independent must be categorised and disclosed in the relevant documentation.

The curricula vitae mentioned at 3.84(d) also contain information as to whether a director is independent, non-executive or executive. The composition of the Merafe committees is in accordance with the requirements of the JSE Listings Requirements, the Companies Act and King IV.

Issuers must have a full-time executive financial director.

Merafe has a full-time Financial Director who does not hold any other position nor does he have any other commitments that could be considered as full or part-time employment.

The provisions deal with the duties of the Audit Committee which include (i) considering, on an annual basis, and satisfying itself on the appropriateness of the expertise and experience of the financial director; (ii) ensuring that the issuer has appropriate financial reporting procedures which are operating, which include consideration of all entities included in the group IFRS financial statements and ensure that it has access to all the financial information of the issuer to allow the issuer to effectively prepare and report on its financial statements; (iii) requesting the audit firm (and if necessary consult with the audit firm) on the information detailed in paragraph 22.15(h) in their assessment of the suitability for the appointment of their current or prospective audit firm and designated individual partner and thereafter for every re-appointment; and (iv) ensuring that the appointment of the auditor is presented and included as a resolution at the annual general meeting of the issuer pursuant to section 61(8) of the Companies Act.

Our Audit and Risk Committee annually considers and satisfies itself of the appropriateness of the expertise and experience of the Financial Director, and has reported in its Audit and Risk Committee report that it is satisfied with the appropriateness of the expertise and experience of the Financial Director. The Audit and Risk Committee, as contemplated in paragraphs 3.84(g)(ii) to (iv), also ensured that Merafe has established appropriate financial reporting procedures and that those procedures are operating, which included consideration of all entities included in the consolidated group IFRS financial statements; ensured that it has access to all the financial information of Merafe to allow Merafe to effectively prepare and report on the financial statements of Merafe; requested from the audit firm (and if necessary consults with the audit firm on) the information detailed in paragraph 22.15(h) in their assessment of the suitability for appointment of their current or a prospective audit firm and designated individual partner both when they are appointed for the first time and thereafter annually for every reappointment and notwithstanding the provisions of section 90(6) of the Companies Act; ensured that the appointment of the auditor is presented and included as a resolution at the annual general meeting of Merafe pursuant to section 61(8) of the Companies Act.

Merafe's diversity policy prescribes that at least 30% of the Board shall be female. At 31 December 2022, three of the nine directors were female (33%). Merafe's diversity policy prescribes targets for the racial composition of the Company, namely that the majority of the Board should be black. Seven of the nine directors are black (78%). Please see governance depicting the Merafe board of directors and which covers the broader diversity information as contemplated by the recent amendments to the JSE Listings Requirements.

Merafe has a Board diversity policy which includes additional diversity criteria, namely culture, age, field of knowledge, skills and experience (in addition to gender and race), as required by the JSE amendments.

The Remuneration and Nomination Committee undertakes, when nominating and recommending directors to the Board, to take into account the principles and aims of the diversity policy of the Company.

The provision deals with the remuneration policy and implementation report.

The remuneration policy and implementation report are set out here.

The provision deals with the CEO and Financial Director's responsibility statements in respect of the annual financial statements.

See CEO and FD's responsibility statement in the annual financial statements and directors' report for the year ended 31 December 2022 in this report.