DRDGOLD : BEE certificate - October 2023

OUTCOMES AND PRINCIPLES

EXPLANATION OF THE APPLICATION OF THE PRINCIPLES

OUTCOME: ETHICAL CULTURE

Principle 1: The Board should lead ethically and

The charter of the board of directors (Board), (Board Charter) commits the Board

effectively

to effective and ethical leadership. The Board is also committed to the highest

Disclosure requirement in Code

standards of good corporate governance. In addition to fulfilling their statutory

and fiduciary duties, all members of the Board are expected to display the

The governing body should disclose the

characteristics of integrity, competence, responsibility, accountability, fairness

arrangements by which the members are being

and transparency. The chair of the Board is required to monitor the behaviour of

held to account for ethical and effective leadership

Board members in this respect. The Board's performance is independently

monitored on an annual basis. The Board acts in accordance with the Board

Charter and Memorandum of Incorporation (MOI).

The Board sets the strategic direction adopted by DRDGOLD Limited (DRDGOLD

or the Company or the Group) operations to support a sustainable business

taking into account, inter alia, the Company's short-term and long-term impact on

the economy, society, environment and its stakeholders; the best interests of the

Company; and the Company's risks and opportunities. The Chief Executive Officer

(CEO) is responsible for the implementation and execution of the approved

strategy, policy and plan; however, the Board oversees and monitors the

implementation and execution by management and remains accountable for the

responsibility to achieve strategic objectives and other positive outcomes,

including the Company's performance, even where delegated.

DRDGOLD KING IV APPLICATION REGISTER 2023

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OUTCOMES AND PRINCIPLES

EXPLANATION OF THE APPLICATION OF THE PRINCIPLES

OUTCOME: VALUE CREATION

Principle 4: The Board should appreciate that the

The Board is deeply aware of the expectation for value creation across various

Company's core purpose, its risks and

elements of the business and any discussions of strategy, risk and opportunities,

opportunities, strategy, business model,

as well as the business model and performance are based on the prerequisite for

performance and sustainable development are all

long-term sustainability and sustainable development. This is also within the

inseparable elements of the value creation process

context of the difficult market and trading conditions faced by the mining

Disclosure requirement in Code

industry over an extended period of time. For more information on the vision and

future direction of the Group as well as the value created for the Group and its

In respect of disclosure on strategy and

material stakeholders, the reader is referred to the Annual Integrated Report

performance, refer to Principle 5 below

2023 published on our website:www.drdgold.com/investors/reports-and-

results#ars2023

The Board sets key performance measures and targets in order to continuously

monitor and assess the achievement of strategic objectives and agreed plans for

value creation over the short-term,medium-term and long-term. Management is

expected to implement and execute on the approved strategy and business

plans. Management is further expected to continually assess and respond, in a

responsible manner, to the negative consequences of the Group's activities and

outputs in all areas of the business.

The Board has a particular focus on the general viability of the business and its

status as a going concern. For this reason, the solvency and liquidity of the

Company is monitored on a continuous basis.

With regards to financial and operational performance, the Board commended

management for the stability of production outcomes. The Board remains very

confident in management's technical ability to achieve this. This confidence has

been augmented by the ongoing fine-tuning of processes, proactive problem-

solving approach and the improved quality of the data as well as technical and

analytical insights being reported to the Board. The Board is seen to be effective

in its strategic contribution.

DRDGOLD KING IV APPLICATION REGISTER 2023

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OUTCOMES AND PRINCIPLES

EXPLANATION OF THE APPLICATION OF THE PRINCIPLES

OUTCOME: EFFECTIVE CONTROL

Principle 6: The Board should serve as the focal

The Board fully appreciates that it is first and foremost accountable for the

point and custodian of corporate governance in the

application of corporate governance principles and practices in DRDGOLD.

Company

It furthermore understands that its key functions are to set the strategic direction

Disclosure requirement in Code

of the Group, to approve appropriate policies and plans to give effect to the

The following should be disclosed in relation to the

approved strategy, to delegate implementation of the aforegoing to management

primary role and responsibilities of the governing

and adequately monitor management's performance and to ensure

body:

accountability through reporting and the principle of transparency. The role and

functions of the Board are set out in the Board Charter and also incorporated into

•

Number of meetings held during the reporting

the Board's annual workplan. The Board is satisfied that it has fulfilled its

period and attendance at those meetings

responsibilities in accordance with its charter for the reporting period.

•

Whether the governing body is satisfied that it has

As previously indicated, the Board is fully committed to ethical and effective

fulfilled its responsibilities in accordance with its

charter for the reporting period

leadership. This entails, amongst others, that the Board appropriately manages

its duty to act as custodian of corporate governance in the Group.

Refer to the Annual Integrated Report 2023 published on our website:

www.drdgold.com/investors/reports-and-results#ars2023for the requisite

information and disclosure regarding the number of Board meetings and

attendance during the reporting period.

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OUTCOMES AND PRINCIPLES

EXPLANATION OF THE APPLICATION OF THE PRINCIPLES

OUTCOME: EFFECTIVE CONTROL continued

Principle 7: The Board should comprise the

The Board is continuously evaluating its composition to ensure that it is aligned

appropriate balance of knowledge, skills,

with socio-economic transformation reflective of South Africa's population

experience, diversity and independence for it to

demographics.

discharge its governance role and responsibilities

To ensure a formal and transparent appointment process, any new appointment

objectively and effectively

of a director is considered by the Board as a whole, on the recommendation of

Disclosure requirement in Code

the Nominations Committee. The selection process involves considering the

The governing body should ensure disclosure on

existing balance of knowledge, skills and experience on the Board and a continual

the following:

process of assessing the needs of DRDGOLD and the Board's effectiveness and

ability to discharge its governance role and responsibilities objectively and

• Whether the governing body is satisfied that its

effectively.

composition reflects the appropriate mix referred

On an annual basis, a review of the independence of the directors of the Board is

to above

undertaken within the meaning ascribed thereto in the JSE Listings Requirements

• Targets set for gender and race representation

and the King IV Report on Corporate Governance for South Africa 2016 (King IV).

and progress against these targets

•

Categorisation of each member of the governing

The Board has adopted a policy on the promotion of gender and race diversity

•

body as executive or non-executive

and inclusion at the Board level.

Categorisation of non-executive members of the

The composition of the Board is diverse and reflective of transformation and

governing body as independent or not, and when

a non-executive member has been serving for

South Africa's demographics.

longer than nine years

With

legal, financial and engineering experience represented amongst the

•

The qualifications and experience of members

independent non-executive directors, complimenting the extensive skills and

• The length of service and age of members of the

experience of the chairman and executive directors, the Board has an

governing body

appropriate mix of knowledge, skills and experience. The composition of the

•

Other governing body and professional positions

Board also introduces the required element of diversity and independence. The

held by each member

Board is therefore comfortable with its composition under current circumstances

•

Reasons for removal, resignation or retirement of

and considering the challenges faced by the business.

members of the governing body

•

The governing body should disclose on the

Refer to the DRDGOLD website at: www.drdgold.com/about-us/leadershipfor

independence of the chair and whether or not a

disclosure regarding the composition of the Board and on each of the directors.

lead independent director had been appointed

Nominations Committee continues to play an active role in assessing the

and the role and responsibilities assigned to the

The

position

Board composition and identifying appropriate candidates for appointment to

the Board.

DRDGOLD KING IV APPLICATION REGISTER 2023

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OUTCOMES AND PRINCIPLES

EXPLANATION OF THE APPLICATION OF THE PRINCIPLES

OUTCOME: EFFECTIVE CONTROL continued

Principle 8: The Board should ensure that its

The following Board committees are established:

arrangements for delegation within its own

•

Audit Committee

structures promote independent judgement, and

assist with balance of power and the effective

•

Risk Committee

discharge of its duties

•

Nominations Committee

Disclosure requirement in Code

•

Remuneration Committee

The governing body should ensure disclosure of the

following as regards each of its committees:

•

Social and Ethics Committee

•

The role and functions

Each committee has a minimum of three members as recommended by King IV.

•

Composition, including each member's

The composition of each committee is also aligned with the King IV

qualifications and experience

recommendations. The members of the Audit Committee are independent non-

•

Any external advisers who regularly attend or are

executive directors. The chairman of the Board does not serve on the Audit

invited to attend committee meetings

Committee. The Board is comfortable that the current composition of the Audit

•

Key areas of focus

Committee contributes to its effectiveness in fulfilling its duties. This position is

•

Number of meetings and attendance

monitored on a continuous basis.

•

Whether the committee is satisfied that it has

Information about the Risk Committee, Nominations Committee, Remuneration

fulfilled its responsibilities for the reporting period

in accordance with the terms of reference

Committee and the Social and Ethics Committee is on page 111 to page 115 of

the Annual Integrated Report 2023 at: www.drdgold.com/investors/reports-and-

results#ars2023.

Board is also comfortable that the current composition of the Board

The

committees contributes to effective collaboration as well as a balanced

distribution of power so that no individual has the ability to dominate

decision-making and no undue reliance is placed on any individual.

The terms of reference for each of the Board committees which are disclosed in

our Annual Integrated Report 2023 provide the following information:

•

Composition of each committee and qualifications and experience of members

•

Information on external advisors who regularly attend committee meetings

•

Key areas of focus of each committee

•

Number of committee meetings and attendance

•

Confirmation by each committee that it is satisfied that it has fulfilled its

responsibilities for the reporting period

DRDGOLD KING IV APPLICATION REGISTER 2023

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OUTCOMES AND PRINCIPLES

EXPLANATION OF THE APPLICATION OF THE PRINCIPLES

OUTCOME: EFFECTIVE CONTROL continued

In addition to the general disclosure required in

Refer to the DRDGOLD website at:www.drdgold.com/investors/reports-and-

terms of this Code and statutory disclosure, the

annual financial statements. The report confirms, amongst others, that the Audit

Audit Committee should ensure disclosure on the

Committee has:

following:

•

Satisfied itself with the independence and performance of the external audit

•

Whether the Audit Committee is satisfied that the

firm as well as the quality of the external audit

auditor is independent of the organisation which

•

Ensured that the reappointment of BDO South Africa Inc. (BDO) (with the

disclosure should be done with reference to:

designated partner, Jacques Barradas), upon the recommendation of the

•

the nature and extent of non-audit services

Board, following the recommendation of the Audit Committee, has been

rendered

presented and included as a resolution at the annual general meeting to be

•

audit firm tenure and, in the event of the audit

held on

29 November 2023

, which reappointment as the Company's

firm having been involved in a merger or

independent external registered auditors is for the ensuing period commencing

acquisition, including tenure of its predecessor

from

29 November 2023

and terminating on the conclusion of the next AGM

•

rotation of the designated audit partner

Satisfied itself with the effectiveness of the internal audit function as well as the

•

significant changes in management during

•

tenure of external audit firm

Chief Financial Officer (CFO) and finance function

•

Significant matters that the Audit Committee has

•

Satisfied itself with the effectiveness of the design and implementation of the

considered in relation to the AFS and how these

were addressed by the committee

internal financial controls

•

The Audit Committee's view on the quality of the

•

Satisfied itself with the effectiveness of the combined assurance process

external audit, with reference to audit quality

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OUTCOMES AND PRINCIPLES

EXPLANATION OF THE APPLICATION OF THE PRINCIPLES

OUTCOME: EFFECTIVE CONTROL continued

Principle 9: The Board should ensure that the

The effectiveness and performance of the Board as a whole and the individual

evaluation of its own performance and that of its

Board Committees is evaluated annually. The 2023 evaluation and report into the

committees, its chair and its individual members,

effectiveness of the Board as a collective was based on qualitative interviews and

support continued improvement in its performance

a quantitative questionnaire. Generally, the review was positive. The Board

and effectiveness

members are mature, committed, value-adding and fulfil their duties with the

Disclosure requirement in Code

necessary preparedness and diligence. The Board works well and functions

optimally in all of its obligations, roles, functions and accountabilities. The

The governing body should ensure disclosure on:

directors have the requisite mix of skills to ensure that they have a robust

• A description of the performance evaluations

understanding of the business and remain in tune with the operating context.

The integrity, quality and value of the governance reporting is of a high standard

undertaken during the reporting period, including

with ongoing refinement of information and discussions. It was noted that the

the scope, whether formal or informal and

Board is now diverse, from a transformation perspective and the gender

whether in-house or facilitated externally

composition had also been addressed. Given the long tenure of some directors

•

An overview of results and remedial actions taken

on the Board, a comprehensive succession plan is still required. The Board

•

Its views on whether the evaluation process is

remains resolute in its focus and commitment to ensuring ongoing operational,

effective in improving performance and

technical and process improvement (the flow of information between the Board

effectiveness of the governing body

and Management is effective and we are adequately kept abreast of

developments with appropriate updates between meetings).

Social and Ethics Committee:

The Board is satisfied with the quality of and on-going refinements to integrated

reporting on sustainability and the environment as an integral part of risk

management and strategic objectives of the Company. The Social and Ethics

Committee has noted that environmental, social and governance (ESG) reporting

has become an integral component to measuring the sustainability and ethical

impact and performance of the Company.

The Board has recommended the repositioning of the Social and Ethics

Committee to have a structured approach to sustainability related issues in

meeting agendas and management reports to ensure that we are incorporating

all the themes and requirements relating to ESG and climate change.

The Board is satisfied that the chairman of the Social and Ethics Committee has

sufficient expertise and experience to oversee sustainability relates issues as he is

a qualified ESG Competent Director and Climate Change Competent Director.

Risk Committee:

The Risk Committee assists the Board with the governance of risk and monitoring

of risk management.

Audit Committee:

The Board has delegated to the Audit Committee oversight of, inter alia, the

effectiveness of the Company's assurance services, with particular focus on

combined assurance, including external audit and internal audit and the finance

function as well as the integrity of the annual integrated report and the annual

financial statements. The Board remains satisfied with the combined assurance

and overall integrity and quality of financial, budgeting and forecasting

information.

Remuneration Committee and Nominations Committee:

The Remuneration Committee and Nominations Committee continue to be

effective.

DRDGOLD KING IV APPLICATION REGISTER 2023

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OUTCOMES AND PRINCIPLES

EXPLANATION OF THE APPLICATION OF THE PRINCIPLES

OUTCOME: EFFECTIVE CONTROL continued

Principle 10: The Board should ensure that the

The Board has the authority to exercise all of the powers and perform any of the

appointment of, and delegation to, management,

functions of the Company, except as otherwise provided in the Companies Act,

contributes to role clarity and the effective exercise

No. 71 of 2008 (Companies Act) or the MOI of the Company. Specific authority

of authority and responsibilities

and powers of the Board have been delegated to management and such

Disclosure requirement in Code

delegation is captured in a formal delegation of authority framework that is

reviewed by the Board on a regular basis. The Board is comfortable and satisfied

The governing body should ensure disclosure on:

that this framework contributes to role clarity and the effective exercise of

•

In relation to the CEO:

authority and responsibilities.

Additional information on executive management can be found on the DRDGOLD

•

notice period in employment contract and

website and in the Annual Integrated Report 2023 at: www.drdgold.com/investors/

contractual conditions related to termination

reports-and-results#ars2023.

•

other professional commitments of the CEO,

including membership of governing bodies

The CEO does not have any commitments outside of DRDGOLD. The notice

outside the organisation

period of the CEO in terms of his employment contract is three months. There are

•

whether succession planning is in place for the

no other conditions relating to termination of employment for the CEO which are

CEO position

not standard employment conditions in the Group. A succession plan is in place

for the CEO position.

•

In relation to delegation:

The Company Secretary is appointed by the Board in accordance with the

•

statement on whether the governing body is

Companies Act and the JSE Listings Requirements and her performance is

satisfied that the delegation of authority

evaluated annually during the independent assessment of Board effectiveness.

framework contributes to the role clarity

and

The Board is satisfied that the Company Secretary is properly qualified and

the effective exercise of authority and

experienced to competently carry out the duties and responsibilities of a

responsibilities

company secretary.

•

In relation to the Company Secretary:

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OUTCOMES AND PRINCIPLES

EXPLANATION OF THE APPLICATION OF THE PRINCIPLES

OUTCOME: EFFECTIVE CONTROL continued

Principle 11: The Board should govern risk in a way

The Board has ultimate responsibility to oversee risk management, including

that supports the Company in setting and achieving

those relating to economic and ESG as they are intrinsically linked to our strategic

its strategic objectives

focus areas. Through its Risk Committee, the Board has delegated the

Disclosure requirement in Code

development of risk mitigation policies and procedures to Management,

supported by the Group's Risk Management Function, which is responsible for the

The governing body should ensure disclosure of the

overall governance of risk and for monitoring the success of controls and

nature and extent of the risks and opportunities the

mitigation plans. The Board's Risk Committee annually reviews and approves the

organisation is willing to take without compromising

risk management framework, policy and plan and reviews risk information on a

sensitive information.

quarterly basis to ensure that risk is effectively understood and managed.

The governing body should ensure disclosure on:

The Group's enterprise-wide risk management process through its risk

management framework and policy facilitates a structured and disciplined

•

Overview of arrangements for governing and

approach to the risk management process that aligns and integrates the

managing risk

Company's strategy with internal processes to ultimately create value.

•

Key focus areas during the reporting period,

The Group's strategic and operational risks are annually assessed through

including objectives, key risks as well as undue,

workshop sessions held with risk owners. The Group's risk function monitors and

unexpected or unusual risks and risks taken

reviews these registers on a continuous basis with risk owners and submits a risk

outside of risk tolerance levels

report quarterly to the Risk Committee.

•

Actions taken to monitor the effectiveness of risk

management and how the outcomes were

Refer to the DRDGOLD website at:www.drdgold.com/investors/reports-and-

addressed

results#ars2023for access to the risk report included in the Annual Integrated

•

Planned areas of future focus

Report 2023. The report elaborates on the arrangements for governing and

DRDGOLD KING IV APPLICATION REGISTER 2023

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