African Rainbow Minerals Ltd

The ARM board is ultimately responsible for this ESG report and has mandated the social and ethics committee to oversee the reporting process. The board reviewed the ESG report and believes that, read together with the 2024 IAR and 2024 climate change and water report, it provides an accurate and balanced reflection of the group's activities for the year and appropriately addresses the most material issues. [...] The social and ethics committee monitors and reports on the manner and extent to which ARM protects, enhances and invests in and impacts on the economy, workplace, society and natural environment to ensure its business practices are sustainable. It is responsible for monitoring specific activities prescribed by the Companies Act 71 of 2008, read together with regulation No 43 of the Companies Act Regulations 2011, as well as other relevant legislation, legal requirements and codes of global practice that apply to: - Social and economic development - Responsible corporate citizenship, including promoting equality, preventing unfair discrimination, implementing measures to address any incidents and contributing to the development of communities in which ARM operates - Sustainable development, including environmental management, occupational health and wellness and safety - Stakeholder relationships - Labour and employment. The committee also has other duties assigned by the board. It draws relevant matters to the board's attention and reports to shareholders at annual general meetings. It is supported in its responsibilities by executive management, management committees and governance structures, including the employment equity and skills development committee. The social and ethics committee oversees the management of ESG risks identified through ESG risks and sustainable development matters and performance are included in the enterprise risk management (ERM) process. ERM forms part of the formal agenda of the management risk and compliance committee, a subcommittee of the audit and risk committee. The ARM executive: sustainable development operates with oversight from the social and ethics committee and develops, implements and reviews sustainability policies, standards, strategies and targets to ensure these align with the board's commitment to responsible corporate citizenship. She also attends board meetings to respond to any sustainability-related matters raised by the board. The risk department reports on risk-related matters, which include ESG matters, under the oversight of the finance director. The effectiveness of our approach to sustainable development is assessed through key performance indicators and related matters that are regularly monitored at operational, divisional, executive and board levels. We also monitor related information from engagements with our key stakeholders. The combined assurance model (see page 112) provides a sound basis for evaluating the appropriateness and reliability of ARM's sustainability processes, controls and information. Divisional and operational governance frameworks In ARM Ferrous, the Assmang social and ethics committee oversees the sustainability performance of the operations, except for Machadodorp Works. Quarterly meetings ensure comprehensive reporting at operational level. The committee is chaired by the ARM executive: investor relations and new business development. Sustainable development committees for the ARM Platinum operations report to the executive committee or board of the respective joint ventures, as appropriate. These committees are chaired by the ARM executive: sustainable development. The committees report on sustainability-related performance and compliance to the ARM social and ethics committee at quarterly meetings.

The ARM board is ultimately responsible for monitoring the effective management of sustainable development and delegates this responsibility to the social and ethics committee. The committee is constituted under regulation 43(5)(c) of the Companies Act. The committee operates according to its terms of reference, which are regularly updated. It monitors and reports on the manner and extent to which ARM protects, enhances and invests in the economy, society and natural environment to ensure its business practices are sustainable. It also holds responsibility for monitoring specific activities under relevant legislation, other legal requirements and codes of best practice, including: - Social and economic development - Responsible corporate citizenship, including promoting equality, preventing unfair discrimination, implementing measures to address any incidents, and contributing to the development of communities in which ARM operates - Sustainable development, including environmental management, occupational health and wellness, and safety - Stakeholder relationships - Labour and employment. In addition, the committee assumes responsibility for matters assigned to it by the board. It draws relevant matters to the board's attention and reports to shareholders at annual general meetings. Its responsibilities are supported by executive management and the appropriate management committees and governance structures, including the employment equity and skills development committee. The committee oversees the management of ESG risks identified through the enterprise risk management (ERM) process, which considers internal and external stakeholders as well as governance processes. [...] Climate-related issues are reported to the ARM social and ethics committee and remuneration committee, and included on the agenda of quarterly board meetings. Recent meetings have considered: - ARM's operation-specific decarbonisation pathways and associated short- and medium-term emission-reduction targets - Although no amendment was proposed to the methodology for determining the climate-change target, the baseline for the F2025 awards will change - Recommending the annual ESG and climate change and water reports to the board - Receiving/monitoring quarterly reports on climate-change and water performance and compliance. The timing of our climate-change risk management process is aligned with our assurance and corporate governance requirements. However, climate-risk management takes place continuously through all phases of our work and with every major change in our business and operations. All ARM-managed operations and divisions conduct quarterly risk reviews as part of the ERM process. These are supported by six-monthly corporate risk reviews and an annual group-level risk workshop. Climate-specific processes to augment these steps include annual climate and water risk assessments and management workshops with the divisions and operations, as well as climate-scenario analyses to explore the long-term transition and physical risks associated with different climate futures. The management risk and compliance committee (a committee of the ARM audit and risk committee) monitors our ERM process, which includes climate-change risks. Company-level risks, such as evolving climate-change mitigation regulations (including the carbon tax and carbon budgets), are tracked by the sustainable development department. The executive: sustainable development also reports to the management risk and compliance committee on matters related to climate change and carbon emissions. This includes an update on carbon tax and progress on developing of decarbonisation pathways. [...] Participation in business and industry initiatives enables collective engagement with regulators and stakeholders and promotes benchmarking and sharing good environmental practices. ARM participates in several initiatives, including the Minerals Council South Africa (MCSA) and its environmental policy committee, the Ferroalloys Producers Association, and the ICMM. Participation in these initiatives, as highlighted by stakeholders and various reporting frameworks, is integral to maintaining consistency between our climate-change policy and positions taken by our industry associations. Considering this, our involvement in these associations is a sharing and learning opportunity, as well as an advocacy mechanism for engaging with the development of climate-change policy. Considering the importance of ARM within the sector, and our reporting and stakeholder responsibilities, we have committed to developing robust internal structures to avoid any incidents of misalignment in our associations and memberships. We will explore the development of a detailed study on our positions relative to these associations and will provide further communication on the outcomes. We will publicly disclose where our position, from that of the ICMM and the MCSA differs on climate change. In such instances, the structure of these associations and ARM's senior involvement within the councils grants our decision-makers effective levers of influence and agreement to ensure full alignment with our position.

The ARM board, through the social and ethics committee chaired by Dr Rejoice Simelane, has ultimate responsibility for climate-change management. The responsibility for implementing this work rests with the chief executive officer (CEO), who delegates to the chief executives of each division and the executive: sustainable development. This executive is responsible for reviewing ARM's sustainable development policies, strategies and targets, including our revised GHG reduction target, and ensuring these are aligned with the board's commitment to zero tolerance for harm to employees, host communities and the environment. The ARM social and ethics committee provides oversight by monitoring and reporting on the manner and extent to which we protect, enhance and invest in the wellbeing of the economic, social and natural environments in which we operate. [...] In F2022, we will review our industry associations' positions on climate change to ensure alignment of our direct and indirect climate-related lobbying with our new long-term ambition.

The ARM board, through the social and ethics committee chaired by Dr Rejoice Simelane, has ultimate responsibility for climate-change management. The responsibility for implementing this work rests with the chief executive officer (CEO), who delegates to the chief executives of each division and the executive: sustainable development. This executive is responsible for reviewing ARM's sustainable development policies, strategies and targets, including our revised GHG reduction target, and ensuring these are aligned with the board's commitment to zero tolerance for harm to employees, host communities and the environment. The ARM social and ethics committee provides oversight by monitoring and reporting on the manner and extent to which we protect, enhance and invest in the wellbeing of the economic, social and natural environments in which we operate. [...] In F2022, we will review our industry associations' positions on climate change. This will consider our direct and indirect lobbying on climate-related topics to ensure alignment with our new long-term ambition. Key issues to consider will include identifying issues of concern and developing appropriate response measures, engaging the association where policy change is required or considering suspending our membership where material misalignment exists.

The ARM board is ultimately responsible for monitoring the effective management of sustainable development and delegates this responsibility to the social and ethics committee. The committee is constituted under regulation 43(5)(c) of the Companies Act. The committee operates according to its terms of reference, which are regularly updated. It monitors and reports on the manner and extent to which ARM protects, enhances and invests in the economy, society and natural environment to ensure its business practices are sustainable. It holds responsibility for monitoring specific activities under relevant legislation, other legal requirements and codes of best practice including: - Social and economic development - Responsible corporate citizenship, including promoting equality, preventing unfair discrimination, implementing measures to address any incidents and contributing to the development of communities in which ARM operates - Sustainable development, including environmental management, occupational health and wellness and safety - Stakeholder relationships - Labour and employment. In addition, the committee assumes responsibility for matters assigned by the board. It draws relevant matters to the board's attention and reports to shareholders at annual general meetings. In its responsibilities, it is supported by executive management and relevant management committees and governance structures, including the employment equity and skills development committee. The committee oversees the management of ESG risks identified through the enterprise risk management (ERM) process, which considers internal and external stakeholders as well as governance processes.

The ARM board is ultimately responsible for monitoring the effective management of sustainable development and delegates this responsibility to the social and ethics committee. The committee is constituted under regulation 43(5)(c) of the Companies Act. The committee operates according to its terms of reference, which are regularly updated. It monitors and reports on the manner and extent to which ARM protects, enhances and invests in the economy, society and natural environment to ensure its business practices are sustainable. It also holds responsibility for monitoring specific activities under relevant legislation, other legal requirements and codes of best practice, including: - Social and economic development - Responsible corporate citizenship, including promoting equality, preventing unfair discrimination, implementing measures to address any incidents, and contributing to the development of communities in which ARM operates - Sustainable development, including environmental management, occupational health and wellness, and safety - Stakeholder relationships - Labour and employment. In addition, the committee assumes responsibility for matters assigned to it by the board. It draws relevant matters to the board's attention and reports to shareholders at annual general meetings. Its responsibilities are supported by executive management and the appropriate management committees and governance structures, including the employment equity and skills development committee. The committee oversees the management of ESG risks identified through the enterprise risk management (ERM) process, which considers internal and external stakeholders as well as governance processes. [...] Climate-related issues are reported to the ARM social and ethics committee and remuneration committee, and included on the agenda of quarterly board meetings. Recent meetings have considered: - ARM's operation-specific decarbonisation pathways and associated short- and medium-term emission-reduction targets - Although no amendment was proposed to the methodology for determining the climate-change target, the baseline for the F2025 awards will change - Recommending the annual ESG and climate change and water reports to the board - Receiving/monitoring quarterly reports on climate-change and water performance and compliance. The timing of our climate-change risk management process is aligned with our assurance and corporate governance requirements. However, climate-risk management takes place continuously through all phases of our work and with every major change in our business and operations. All ARM-managed operations and divisions conduct quarterly risk reviews as part of the ERM process. These are supported by six-monthly corporate risk reviews and an annual group-level risk workshop. Climate-specific processes to augment these steps include annual climate and water risk assessments and management workshops with the divisions and operations, as well as climate-scenario analyses to explore the long-term transition and physical risks associated with different climate futures. The management risk and compliance committee (a committee of the ARM audit and risk committee) monitors our ERM process, which includes climate-change risks. Company-level risks, such as evolving climate-change mitigation regulations (including the carbon tax and carbon budgets), are tracked by the sustainable development department. The executive: sustainable development also reports to the management risk and compliance committee on matters related to climate change and carbon emissions. This includes an update on carbon tax and progress on developing of decarbonisation pathways. [...] Participation in business and industry initiatives enables collective engagement with regulators and stakeholders and promotes benchmarking and sharing good environmental practices. ARM participates in several initiatives, including the Minerals Council South Africa (MCSA) and its environmental policy committee, the Ferroalloys Producers Association, and the ICMM. Participation in these initiatives, as highlighted by stakeholders and various reporting frameworks, is integral to maintaining consistency between our climate-change policy and positions taken by our industry associations. Considering this, our involvement in these associations is a sharing and learning opportunity, as well as an advocacy mechanism for engaging with the development of climate-change policy. Considering the importance of ARM within the sector, and our reporting and stakeholder responsibilities, we have committed to developing robust internal structures to avoid any incidents of misalignment in our associations and memberships. We will explore the development of a detailed study on our positions relative to these associations and will provide further communication on the outcomes. We will publicly disclose where our position, from that of the ICMM and the MCSA differs on climate change. In such instances, the structure of these associations and ARM's senior involvement within the councils grants our decision-makers effective levers of influence and agreement to ensure full alignment with our position.

The ARM board, through the social and ethics committee chaired by Dr Rejoice Simelane, has ultimate responsibility for climate change and water management. The responsibility for implementing this work rests with the chief executive officer (CEO), who delegates to the chief executives of each division and the executive: risk and sustainability. This executive is responsible for reviewing ARM's sustainable development policies, strategies and targets, including our revised GHG and water targets, and ensuring these are aligned with the board's commitment to zero tolerance for harm to employees, host communities and the environment. The ARM social and ethics committee provides oversight by monitoring and reporting on the manner and extent to which we protect, enhance and invest in the wellbeing of the economic, social and natural environments in which we operate. [...] Reviewing industry associations' positions on climate change to ensure alignment of our direct and indirect climate-related lobbying with our new long-term ambition [...] ARM is actively feeding into the MCSA position statement on climate change, and the member guidelines for the climate-change action plan. In F2022 we provided detailed comments as part of the development of this material, and we are currently supporting its review and finalisation. In F2022, we reviewed the climate-change positions of the industry associations to which ARM belongs. We assessed the climate-change policies and positions of the five industry associations of which ARM is a member or where our joint ventures are members to see how these align with ARM's 12 climate-change commitments/statements. Our assessment involved a desktop review of available information (eg websites, reports, press releases, information about an association's climate lobbying via independent thinktank InfluenceMap), including public statements by senior members of an association (eg opinion pieces in the press).

The ARM board, through the social and ethics committee chaired by Dr Rejoice Simelane, has ultimate responsibility for climate change and water management. The responsibility for implementing this work rests with the chief executive officer (CEO), who delegates to the chief executives of each division and the executive: risk and sustainability. This executive is responsible for reviewing ARM's sustainable development policies, strategies and targets, including our revised GHG and water targets, and ensuring these are aligned with the board's commitment to zero tolerance for harm to employees, host communities and the environment. The ARM social and ethics committee provides oversight by monitoring and reporting on the manner and extent to which we protect, enhance and invest in the wellbeing of the economic, social and natural environments in which we operate. [...] Reviewing industry associations' positions on climate change to ensure alignment of our direct and indirect climate-related lobbying with our new long-term ambition [...] Stakeholders and various reporting frameworks have highlighted the importance of ensuring consistency between our climate-change policy and positions taken by industry associations to which we belong. Involvement in these associations also serves as a sharing and learning opportunity in addition to being an advocacy mechanism for engaging with climate policy development processes. [...] As a member of ICMM, we commit to publicly disclosing where our position differs from that of the ICMM on climate change. We continue to engage as an active member of the ICMM through the climate change working group. We have provided feedback and comments on proposed additions to the climate-change position statement as part of the ICMM's enhanced collective leadership. Our policy and commitments are aligned with the ICMM, and we have further committed to updating our long-term target in line with pending updates to the ICMM climate-change position statement. [...] ARM is actively feeding into the MCSA position statement on climate change, and the member guidelines for the climate-change action plan. In F2022 we provided detailed comments as part of the development of this material, and we are currently supporting its review and finalisation. In F2022, we reviewed the climate-change positions of the industry associations to which ARM belongs. We assessed the climate-change policies and positions of the five industry associations of which ARM is a member or where our joint ventures are members to see how these align with ARM's 12 climate-change commitments/statements. Our assessment involved a desktop review of available information (eg websites, reports, press releases, information about an association's climate lobbying via independent thinktank InfluenceMap), including public statements by senior members of an association (eg opinion pieces in the press).

The ARM board is ultimately responsible for monitoring the effective management of sustainable development and delegates this responsibility to the social and ethics committee. The committee is constituted under regulation 43(5)(c) of the Companies Act. The committee operates according to its terms of reference, which are regularly updated. It monitors and reports on the manner and extent to which ARM protects, enhances and invests in the economy, society and natural environment to ensure its business practices are sustainable. It also holds responsibility for monitoring specific activities under relevant legislation, other legal requirements and codes of best practice, including: - Social and economic development - Responsible corporate citizenship, including promoting equality, preventing unfair discrimination, implementing measures to address any incidents, and contributing to the development of communities in which ARM operates - Sustainable development, including environmental management, occupational health and wellness, and safety - Stakeholder relationships - Labour and employment. In addition, the committee assumes responsibility for matters assigned to it by the board. It draws relevant matters to the board's attention and reports to shareholders at annual general meetings. Its responsibilities are supported by executive management and the appropriate management committees and governance structures, including the employment equity and skills development committee. The committee oversees the management of ESG risks identified through the enterprise risk management (ERM) process, which considers internal and external stakeholders as well as governance processes. [...] Climate-related issues are reported to the ARM social and ethics committee and remuneration committee, and included on the agenda of quarterly board meetings. Recent meetings have considered: - ARM's operation-specific decarbonisation pathways and associated short- and medium-term emission-reduction targets - Although no amendment was proposed to the methodology for determining the climate-change target, the baseline for the F2025 awards will change - Recommending the annual ESG and climate change and water reports to the board - Receiving/monitoring quarterly reports on climate-change and water performance and compliance. The timing of our climate-change risk management process is aligned with our assurance and corporate governance requirements. However, climate-risk management takes place continuously through all phases of our work and with every major change in our business and operations. All ARM-managed operations and divisions conduct quarterly risk reviews as part of the ERM process. These are supported by six-monthly corporate risk reviews and an annual group-level risk workshop. Climate-specific processes to augment these steps include annual climate and water risk assessments and management workshops with the divisions and operations, as well as climate-scenario analyses to explore the long-term transition and physical risks associated with different climate futures. The management risk and compliance committee (a committee of the ARM audit and risk committee) monitors our ERM process, which includes climate-change risks. Company-level risks, such as evolving climate-change mitigation regulations (including the carbon tax and carbon budgets), are tracked by the sustainable development department. The executive: sustainable development also reports to the management risk and compliance committee on matters related to climate change and carbon emissions. This includes an update on carbon tax and progress on developing of decarbonisation pathways. [...] Participation in business and industry initiatives enables collective engagement with regulators and stakeholders and promotes benchmarking and sharing good environmental practices. ARM participates in several initiatives, including the Minerals Council South Africa (MCSA) and its environmental policy committee, the Ferroalloys Producers Association, and the ICMM. Participation in these initiatives, as highlighted by stakeholders and various reporting frameworks, is integral to maintaining consistency between our climate-change policy and positions taken by our industry associations. Considering this, our involvement in these associations is a sharing and learning opportunity, as well as an advocacy mechanism for engaging with the development of climate-change policy. Considering the importance of ARM within the sector, and our reporting and stakeholder responsibilities, we have committed to developing robust internal structures to avoid any incidents of misalignment in our associations and memberships. We will explore the development of a detailed study on our positions relative to these associations and will provide further communication on the outcomes. We will publicly disclose where our position, from that of the ICMM and the MCSA differs on climate change. In such instances, the structure of these associations and ARM's senior involvement within the councils grants our decision-makers effective levers of influence and agreement to ensure full alignment with our position. We continue to engage as an active member of the ICMM through the climate change and water working groups. We provided feedback and comments on drafting the ICMM's scope 3 emissions GHG accounting and reporting guidance for the mining and metals sector, published in December 2023. We also provided input and reviewed the MCSA position statement on climate change, and member guidelines for the climate-change action plan, which were published in February 2023. Our policy and commitments are aligned with the ICMM, and we have further committed to updating our long-term target in line with any updates to the ICMM climate-change position statement. In F2022, we reviewed the climate-change positions of industry associations to which ARM belongs. We assessed the climate-change policies and positions of the five industry associations of which ARM is a member or where our joint ventures are members to see how these align with ARM's climate-change policy/commitments. We found that ARM's positions are largely congruent with most other industry associations that have public positions on climate change. We also found positions on carbon pricing to be largely outdated or absent, and that most South African industry associations reviewed oppose the design of the carbon tax or seek greater certainty. We believe these engagements with industry associations and, by default, our peers are an embracement of responsibility and continue to influence our drive for innovation, integration of best practices and top-level accountability. ARM can continue to benefit from engaging with these associations to learn about climate-change policy developments for industry and to help shape the enabling environment and demonstrate climate-change leadership.

The committee is responsible for monitoring specific activities under relevant legislation, other legal requirements and codes of best practice including: [...] Stakeholder relationships [...] The committee operates according to its terms of reference, which are regularly updated, and assumes responsibility for matters assigned by the board. It draws relevant matters to the attention of the board and reports to shareholders at annual general meetings. [...] The committee is supported by executive management and relevant executive committees and governance structures, including the employment equity and skills development committee. It oversees the management of ESG risks identified by the enterprise risk management (ERM) process. This in turn considers internal and external stakeholders as well as governance processes. [...] ARM is a member of the ICMM, shares its commitment to mining with principles and has implemented its sustainable development framework. Since 2019, ARM operations and the corporate office have completed self-assessments against the ICMM's 38 performance expectations. For the past two years, these self-assessments were validated as part of the external assurance over ESG data performed by IBIS ESG Consulting Africa Pty Ltd. [...] Reviewing our industry associations' positions on climate change to ensure alignment of our direct and indirect climate-related lobbying with our new long-term ambition. In F2022, we assessed the climate-change policies and positions of the five industry associations of which ARM is a member or where our joint venture is a member to see how these align with our 12 climate-change statements/commitments. The review identified that climate-change policies of the ICMM and MCSA are mostly congruent. Other outcomes of the review are discussed in the 2022 climate change and water report.

The ARM board is ultimately responsible for this ESG report and has mandated the social and ethics committee to oversee the reporting process. The board reviewed the ESG report and believes that, read together with the 2024 IAR and 2024 climate change and water report, it provides an accurate and balanced reflection of the group's activities for the year and appropriately addresses the most material issues. [...] The social and ethics committee monitors and reports on the manner and extent to which ARM protects, enhances and invests in and impacts on the economy, workplace, society and natural environment to ensure its business practices are sustainable. It is responsible for monitoring specific activities prescribed by the Companies Act 71 of 2008, read together with regulation No 43 of the Companies Act Regulations 2011, as well as other relevant legislation, legal requirements and codes of global practice that apply to: - Social and economic development - Responsible corporate citizenship, including promoting equality, preventing unfair discrimination, implementing measures to address any incidents and contributing to the development of communities in which ARM operates - Sustainable development, including environmental management, occupational health and wellness and safety - Stakeholder relationships - Labour and employment. The committee also has other duties assigned by the board. It draws relevant matters to the board's attention and reports to shareholders at annual general meetings. It is supported in its responsibilities by executive management, management committees and governance structures, including the employment equity and skills development committee. The social and ethics committee oversees the management of ESG risks identified through ESG risks and sustainable development matters and performance are included in the enterprise risk management (ERM) process. ERM forms part of the formal agenda of the management risk and compliance committee, a subcommittee of the audit and risk committee. The ARM executive: sustainable development operates with oversight from the social and ethics committee and develops, implements and reviews sustainability policies, standards, strategies and targets to ensure these align with the board's commitment to responsible corporate citizenship. She also attends board meetings to respond to any sustainability-related matters raised by the board. The risk department reports on risk-related matters, which include ESG matters, under the oversight of the finance director. The effectiveness of our approach to sustainable development is assessed through key performance indicators and related matters that are regularly monitored at operational, divisional, executive and board levels. We also monitor related information from engagements with our key stakeholders. The combined assurance model (see page 112) provides a sound basis for evaluating the appropriateness and reliability of ARM's sustainability processes, controls and information. [...] Divisional and operational governance frameworks In ARM Ferrous, the Assmang social and ethics committee oversees the sustainability performance of the operations, except for Machadodorp Works. Quarterly meetings ensure comprehensive reporting at operational level. The committee is chaired by the ARM executive: investor relations and new business development. Sustainable development committees for the ARM Platinum operations report to the executive committee or board of the respective joint ventures, as appropriate. These committees are chaired by the ARM executive: sustainable development. The committees report on sustainability-related performance and compliance to the ARM social and ethics committee at quarterly meetings.

The committee oversees the management of ESG risks identified through the enterprise risk management (ERM) process, which considers internal and external stakeholders as well as governance processes. [...] Invitees to meetings include the chief executive officer, finance director, executive: investor relations and new business development, divisional chief executives, executive: risk, executive: sustainable development, group executive: human resources, group executive: legal and executive: compliance. [...] The ARM board is ultimately responsible for monitoring the effective management of sustainable development and delegates this responsibility to the social and ethics committee. The committee is constituted under regulation 43(5)(c) of the Companies Act. [...] The committee operates according to its terms of reference, which are regularly updated. It monitors and reports on the manner and extent to which ARM protects, enhances and invests in the economy, society and natural environment to ensure its business practices are sustainable. It holds responsibility for monitoring specific activities under relevant legislation, other legal requirements and codes of best practice including: Social and economic development; Responsible corporate citizenship, including promoting equality, preventing unfair discrimination, implementing measures to address any incidents and contributing to the development of communities in which ARM operates; Sustainable development, including environmental management, occupational health and wellness and safety; Stakeholder relationships; Labour and employment. [...] In addition, the committee assumes responsibility for matters assigned to it by the board. It draws relevant matters to the board's attention and reports to shareholders at annual general meetings. In its responsibilities, it is supported by executive management and relevant management committees and governance structures, including the employment equity and skills development committee. [...] ESG targets are included in the remuneration packages of relevant executives to align management and stakeholder interests. [...] In line with its terms of reference, the committee had oversight of ARM's appointment of a new independent external sustainability assurance provider for the 2023 ESG report and reported to ARM's audit and risk committee that the appointment was made. [...] The ARM social and ethics committee provides oversight by monitoring and reporting on the manner and extent to which we protect, enhance and invest in the wellbeing of the economic, social and natural environments in which we operate. [...] Dr Rejoice Simelane, as the chairman of the social and ethics committee of the board is responsible for board oversight of climate change and water. The responsibility for implementing this work rests with the chief executive officer (CEO), who delegates to the chief executives of each division and the executive: sustainable development. This executive is responsible for reviewing ARM's sustainable development policies, strategies and targets, including our revised GHG and water targets, and ensuring these are aligned with the board's commitment to zero tolerance for harm to employees, host communities and the environment. [...] The executive: sustainable development also reports to the management risk and compliance committee on matters and activities related to climate change and carbon emissions. This includes an update on carbon tax and progress on the development of decarbonisation pathways. [...] Climate-related issues are reported to the ARM social and ethics committee and the remuneration committee, and form part of the agenda of quarterly board meetings. Recent meetings have considered: ARM's operation-specific decarbonisation pathways and associated short and medium-term emission-reduction targets; Proposed amendments to remuneration policy, including changes to climate-change incentives linked to ARM's new short and medium-term emission-reduction targets; Approving the annual ESG and climate change and water reports; Receiving/monitoring quarterly reports on climate change and water performance and compliance.

The ARM board is ultimately responsible for monitoring the effective management of sustainable development and delegates this responsibility to the social and ethics committee. The committee is constituted under regulation 43(5)(c) of the Companies Act. The committee operates according to its terms of reference, which are regularly updated. It monitors and reports on the manner and extent to which ARM protects, enhances and invests in the economy, society and natural environment to ensure its business practices are sustainable. It holds responsibility for monitoring specific activities under relevant legislation, other legal requirements and codes of best practice including: - Social and economic development - Responsible corporate citizenship, including promoting equality, preventing unfair discrimination, implementing measures to address any incidents and contributing to the development of communities in which ARM operates - Sustainable development, including environmental management, occupational health and wellness and safety - Stakeholder relationships - Labour and employment. In addition, the committee assumes responsibility for matters assigned by the board. It draws relevant matters to the board's attention and reports to shareholders at annual general meetings. In its responsibilities, it is supported by executive management and relevant management committees and governance structures, including the employment equity and skills development committee. The committee oversees the management of ESG risks identified through the enterprise risk management (ERM) process, which considers internal and external stakeholders as well as governance processes. [...] The ARM social and ethics committee is delegated the responsibility to monitor and report on the manner and extent to which the company protects, enhances and invests in the wellbeing of the economic, social and environmental contexts in which we operate to ensure that our business practices are sustainable It is chaired by Dr RV Simelane and comprises five non-executive board members. The enterprise risk management (ERM) process includes sustainability risks as well as sustainable development matters and performance. ERM is included in the formal agenda of the management risk and compliance committee. The executive: sustainable development operates with oversight from the social and ethics committee and reviews sustainability policies, standards, strategies and targets to ensure these align with the board's commitment to responsible corporate citizenship. She also attends board meetings to respond to any sustainability-related matters raised by the board. Under the oversight of the finance director, the risk department reports on risk-related matters. ESG indicators and benchmarks are regularly monitored at operational, divisional, executive and board level to assess the effectiveness of our approach to sustainable development. We also monitor related information from engagements with our key stakeholders. The combined assurance model (see page 140) provides a sound basis from which to evaluate the appropriateness and reliability of ARM's sustainability processes, controls and information.

The ARM social and ethics committee provides oversight by monitoring and reporting on the manner and extent to which we protect, enhance and invest in the wellbeing of the economic, social and natural environments in which we operate. [...] Dr Rejoice Simelane, as the chairman of the social and ethics committee of the board is responsible for board oversight of climate change and water. The responsibility for implementing this work rests with the chief executive officer (CEO), who delegates to the chief executives of each division and the executive: sustainable development. This executive is responsible for reviewing ARM's sustainable development policies, strategies and targets, including our revised GHG and water targets, and ensuring these are aligned with the board's commitment to zero tolerance for harm to employees, host communities and the environment.