Corporate governance JSE: R182.68 +4.72% NYSE:$9.59 +1.54% GOLD:$2 683/oz +0.23% GOLD:R1 618 238/kg -0.62% USD:ZARR18.76 -0.85% At 16:44pm, 15 Jan 2025 Home » Sustainability » Governance » Corporate governance The Harmony board’s philosophy is to adhere to sound corporate governance principles to enable strong, experienced management teams and promote a culture of shared value for all stakeholders. The strong foundation of corporate governance principles continues to steer Harmony’s board and management. The safety and wellbeing of our employees and communities remains the driving force in our approach. Strategic risk management The board has oversight of the group’s risk governance process and progress in delivering on its strategy to produce safe, profitable ounces and increase margins. This includes a risk-based and proactive safety culture journey and value-accretive acquisitions. Sustainable development Harmony’s sustainable development framework and associated policies consider the SDGs and the group’s role in advancing our communities through preferential procurement, responsible environmental stewardship, employment equity and women-in-mining strategies, among others. Adding value The role of the board is key in supporting Harmony’s ability to create sustainable value. The interconnected pillars that drive value creation by the board are strategy, stakeholders, sustainability and ethical and responsible corporate citizenship. All four pillars correspond with the principles of King IV. By exercising ethical and effective leadership, oversight of solid risk and performance management practices as well as commitment to good corporate governance, the board drives the efficient use of resources and ensures sustainability. In addition, the diversity of the board supports a stakeholder-inclusive approach to addressing multi-stakeholder interests. Transformation and broader diversity of the board To further demonstrate its commitment to transformation and the promotion of broader diversity in terms of gender, age, expertise, culture, race, field of knowledge, skills and experience, the board (through the nomination committee) had over the past three years, embarked on a board representation transitional plan to strengthen Harmony’s commitment to the four key pillars of King IV for good corporate governance. The transformation and diversity of the composition of the board is paramount. As such, the board continues to annually evaluate key gaps in terms of composition and plans to close and mitigate against those gaps are implemented. The review of the board’s succession plans is an ongoing exercise to ensure that the board is consistently creating value for stakeholders through continuity, sustainability and transparency. The board at a glance Transformation 67% Eight members are historically disadvantaged persons Representation 25% Three members are women Tenure, independence and skill areas 67% Eight members of the board are independent non-executive directors Core skills and experience (number of directors) Committees The board has delegated particular roles and responsibilities to standing committees, but remains ultimately accountable. Each committee has formal terms of reference, reviewed annually, (and when necessary), to ensure the content remains appropriate. With its long-standing commitment to good corporate governance, the Harmony board is satisfied that appropriate practices are in place to promote the company’s reputation as an ethical, reputable, and legitimate organisation and a responsible corporate citizen. Audit and risk committee Monitors the operation of an adequate system of internal control and control processes Monitors the preparation of accurate financial reporting and statements in compliance with all applicable legal and corporate governance requirements and accounting standards Monitors risk management, ensures that significant risks identified are appropriately addressed and supports the board in the overall governance of risk Terms of reference Social and ethics committee Oversees policy and strategies pertaining to occupational health and employee well-being, environmental management, corporate social responsibility, human resources, public safety and ethics management Monitors implementation of policies and strategies by executives and their management teams for each discipline referred to above Assesses Harmony’s compliance against relevant regulations Reviews material issues in each of the above disciplines to evaluate their relevance in the reporting period, and to identify additional material issues that warrant reporting, including sustainability-related key performance indicators and levels of assurance Terms of reference Remuneration committee Ensures directors and executive management are fairly rewarded for their contribution to Harmony’s performance Assists the board in monitoring, reviewing and approving Harmony’s compensation policies and practices, and in the administration of its share incentive schemes Operates as an independent overseer of the group remuneration policy and makes recommendations to the board for final approval Terms of reference Nomination committee Ensures that procedures governing board appointments are formal and transparent Makes recommendations to the board on all new board appointments Reviews succession planning for directors and other members of the executive team and oversees the board’s self-assessment process Terms of reference Investment committee Considers projects, acquisitions and disposals in line with Harmony’s strategy and ensures that due diligence procedures are followed Conducts other investment-related functions designated by the board Terms of reference Technical committee Provides a platform to discuss strategy, performance against targets, operational results, projects and safety Informs the board of key developments, progress against objectives and the challenges facing operations Reviews strategic plans before recommending such to the board for approval Provides technical guidance and support to management Terms of reference Related documents King IV checklist 2024 Integrated report 2024 ESG report 2024 Board terms of reference 2024 BBBEE Compliance Report
