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Share-based payments (Tables)

12 Months Ended

Dec. 31, 2022

Disclosure of terms and conditions of share-based payment arrangement [abstract]

The Peer Group is set out in the table below.


Peer group companies for TSR comparison
AngloGold Ashanti Limited
Anglo American Platinum Limited
Gold Fields Limited
Impala Platinum Holdings Limited
Northam Platinum Limited
Exxaro Resources Limited
Harmony Gold Mining Company Limited
African Rainbow Minerals Limited

The peer companies under the 2021 and 2022 Share Plans and MSR Plan relating to the TSR performance condition are as follows:


Peer group companies for TSR comparison
AngloGold Ashanti Limited
Anglo American Platinum Limited
Gold Fields Limited
Impala Platinum Holdings Limited
Northam Platinum Limited
Fresnilo Plc
Harmony Gold Mining Company Limited
Kinross Gold Corporation

Summary of return on capital employed


ROCE element of performance condition Annual ROCE	% vesting
≤Ke	0	%
Ke + 1%	16.7	%
Ke + 2%	33.3	%
Ke + 3%	50.0	%
Ke + 4%	66.7	%
Ke + 5%	83.3	%
Ke + 6%	100.0	%

Summary of activity of other equity instruments


Performance shares				Bonus shares
2020	2021	2022	Number of instruments	2022	2021	2020
68,236,442	62,597,425	25,199,516	Outstanding at beginning of the year	—	—	2,582,489
			Movement during the year:
—	—	—	Granted during the year	—	—	—
(1,005,668)	(32,299,213)	(21,823,219)	Vested	—	—	(2,541,680)
(4,633,349)	(5,098,696)	(2,965,940)	Forfeited	—	—	(40,809)
62,597,425	25,199,516	410,357	Outstanding at end of the year1	—	—	—

1 The balance at 31 December 2022 is subject to the ROCE performance condition to be measured in H1 2023


Performance shares				Bonus shares
2020	2021	2022	Number of instruments	2022	2021	2020
11,157,460	—	—	Outstanding at beginning of the year	—	—	—
			Movement during the year:
—	—	—	Granted during the year	—	—	—
(5,055,647)	—	—	Vested	—	—	—
(6,101,813)	—	—	Forfeited	—	—	—
—	—	—	Outstanding at end of the year	—	—	—


Conditional Share Units				Forfeitable Share Units
2020	2021	2022	Number of units	2022	2021	2020
—	15,319,984	13,754,209	Outstanding at beginning of the year	53,868	950,220	—
			Movement during the year:
16,199,788	10,814	—	Granted during the year	—	125,693	1,985,819
(10,891)	(351,069)	(206,462)	Vested	(35,913)	(997,390)	(965,294)
(868,913)	(1,225,520)	(969,573)	Forfeited	—	(24,655)	(70,305)
15,319,984	13,754,209	12,578,174	Outstanding at end of the year	17,955	53,868	950,220

Awards granted, exercised and forfeited under the 2021 Share Plan


Conditional Share Units				Forfeitable Share Units
2020	2021	2022	Number of units	2022	2021	2020
—	—	3,445,487	Outstanding at beginning of the year	696,314	—	—
			Movement during the year:
—	3,672,565	32,618	Granted during the year	—	1,510,599	—
—	—	(52,356)	Vested	(673,849)	(722,474)	—
—	(227,078)	(144,171)	Forfeited	(22,465)	(91,811)	—
—	3,445,487	3,281,578	Outstanding at end of the year	—	696,314	—

Awards granted, exercised and forfeited under the 2022 Share Plan and the MSR plan


Conditional and matching Share Units1				Forfeitable Share Units
2020	2021	2022	Number of units	2022	2021	2020
—	—	—	Outstanding at beginning of the year	—	—	—
			Movement during the year:
—	—	7,401,740	Granted during the year	1,410,614	—	—
—	—	(5,967)	Vested	(678,252)	—	—
—	—	(199,029)	Forfeited	(61,840)	—	—
—	—	7,196,744	Outstanding at end of the year	670,522	—	—

1 Includes matching share units under the MSR plan with effect from the March 2022 remuneration cycle

Schedule of directors and prescribed officers' equity-settled instruments

The directors and prescribed officers of Sibanye-Stillwater held the following equity-settled instruments at 31 December 2022:


	2021	Instruments granted	Equity-settled instruments vested during the year			Instruments forfeited	2022
	Number of instruments	Number of instruments	Number of instruments	Average price	Share proceeds (rand)1	Number of instruments	Number of instruments
Executive directors
Neal Froneman2	2,926,591	—	2,294,915	70.72	162,303,764	631,676	—
Charl Keyter	1,276,041	—	1,000,620	70.22	70,265,037	275,421	—
Prescribed officers
Dawie Mostert	708,333	—	555,446	70.22	39,004,251	152,887	—
Themba Nkosi	662,698	—	519,661	70.22	36,491,375	143,037	—
Richard Stewart	832,221	—	652,594	70.22	45,826,130	179,627	—
Robert van Niekerk	1,169,008	—	916,689	70.22	64,371,277	252,319	—

1 Amounts represent earnings taxable in the hands of the participants in line with South African and US income tax legislation. For JSE listed shares, the proceeds were calculated by taking the average bulk trade sales prices of the shares multiplied by the number of vested units and for ADRs, the ADR price on the day prior to the vesting date, multiplied by the number of vested units translated at the average rate of R16.37

2 Numbers include American Depositary Receipts (ADRs) and JSE listed shares and as a result of the dual service contract

The directors and prescribed officers of Sibanye-Stillwater held the following cash-settled instruments as at 31 December 2022:


	2021	Instruments granted	Cash-settled instruments vested during the year			Instruments forfeited	2022
	Number of instruments	Number of instruments	Number of instruments	Average price	Cash proceeds (rand)¹	Number of instruments	Number of instruments
Executive directors
Neal Froneman2	1,939,548	1,470,189	98,327	41.01	4,032,208	—	3,311,410
Charl Keyter	884,319	438,923	50,923	41.87	2,131,921	—	1,272,319
Prescribed officers
Charles Carter	—	148,732	—	—	—	—	148,732
Mika Seitovirta	—	116,231	—	—	—	—	116,231
Dawie Mostert	479,688	274,999	29,677	42.06	1,248,269	—	725,010
Themba Nkosi	382,997	257,187	26,387	42.18	1,113,018	—	613,797
Richard Stewart	529,455	523,362	32,898	42.54	1,399,582	—	1,019,919
Laurent Charbonnier	236,555	296,972	63,197	45.61	2,882,516	—	470,330
Lerato Legong	211,707	117,569	19,469	43.12	839,427	—	309,807
Robert van Niekerk	772,549	388,819	41,460	41.70	1,728,706	—	1,119,908

1 Amounts represents pre-tax earnings paid to participants. For South African participants, these amounts were calculated by taking the Company’s VWAP share price on vesting date multiplied by the number of vested units

2 Numbers include ADRs and JSE listed shares as a result of the dual service contract

Total key management personnel compensation recognised under IFRS1:


Figures in thousands - SA rand	2022	2021	2020
Short-term employee benefits	127,542	90,179	110,134
Post-employment benefits	6,957	4,421	6,009
Share-based payment	65,338	104,550	127,097
Total	199,837	199,150	243,240

1 In 2021, Sibanye-Stillwater introduced a new executive level of management (referred to as the C-suite). Therefore from 2021, only C-suite members (prescribed officers) and executive directors are disclosed under IFRS as key management personnel of Sibanye-Stillwater. For 2020, key management personnel included EVPs and executive directors

The executive directors and prescribed officers were paid the following remuneration during the year:


Figures in thousands - SA rand	Salary	Cash bonus accrued for 2022 paid in 2023	Accrual of share-based payment benefits	Pension scheme total contributions	Expense allowance and other benefits	2022	2021	2020
Executive directors
Neal Froneman1	13,824	12,066	170,348	1,268	526	198,032	291,582	57,973
Charl Keyter	6,875	5,542	73,960	982	123	87,482	143,428	28,963
Prescribed officers2
Chris Bateman								66,959
Shadwick Bessit								14,789
Hartley Dikgale								29,159
Dawie Mostert	4,728	3,789	41,530	645	73	50,765	71,734	16,655
Themba Nkosi	4,199	3,193	38,620	403	65	46,480	58,648	15,286
Wayne Robinson								19,272
Richard Stewart	5,734	4,703	48,961	644	83	60,125	83,011	18,873
Robert van Niekerk	5,784	4,641	67,465	643	99	78,632	114,686	22,975
Laurent Charbonnier3	10,067	6,995	4,663	81	2,296	24,102	23,472	2,614
Lerato Legong	3,947	3,010	2,007	538	51	9,553	7,679	2,875
Mika Seitovirta4	6,896	3,532	2,355	1,242	1,874	15,899	245	—
Charles Carter5	7,160	5,505	3,670	511	162	17,008	—	—
Total	69,214	52,976	453,579	6,957	5,352	588,078	794,485	296,393

1 Entered into a dual service contract with effect 1 May 2018. Remuneration paid by Stillwater in US dollars was converted at the average exchange rate of R16.37/US$ (2021: R14.79/US$ and 2020: R16.46/US$) for the year ended 31 December 2022

2 In 2021, Sibanye-Stillwater introduced a new executive level of management (referred to as the C-suite). Therefore from 2021, only C-suite members are disclosed as prescribed officers of Sibanye-Stillwater. In 2020, the following individuals were also disclosed as prescribed officers:

•Chris Bateman — ceased performing an EVP role on 6 September 2020

•Shadwick Bessit — ceased performing an EVP role on 16 January 2021

•Hartley Dikgale — ceased performing an EVP role on 31 March 2020

•Wayne Robinson — not a C-suite member

3 Assumed a prescribed officer role on 16 November 2020, remuneration paid in GBP was converted at the average exchange rate of R20.18/GBP (2021: R20.33/GBP and 2020: R21.10/GBP) for the year ended 31 December 2022

4 Assumed a prescribed officer role on 14 December 2021, remuneration paid in Euros was converted at the average exchange rate of R17.20/Euro (2021: R17.49/Euro) for the year ended 31 December 2022

5 Assumed a prescribed officer role on 23 May 2022, remuneration paid in US dollars converted at the average exchange rate of R16.37/US$

The non-executive directors were paid the following fees during the year:


Figures in thousands - SA rand	Directors fees	Committee fees	Expense allowance	2022	2021	2020
Timothy Cumming	1,127	982	103	2,212	2,229	1,909
Savannah Danson	1,127	774	—	1,901	2,062	1,680
Harry Kenyon-Slaney	1,296	1,095	151	2,542	2,369	2,114
Richard Menell	2,288	232	215	2,735	2,719	2,114
Nkosemntu Nika	1,127	690	26	1,843	1,742	1,708
Keith Rayner	1,127	1,169	—	2,296	2,385	1,864
Susan van der Merwe	1,127	690	13	1,830	1,742	1,716
Jeremiah Vilakazi	1,127	535	—	1,662	1,795	1,422
Vincent Maphai	3,405	—	—	3,405	3,265	2,756
Elaine Dorward-King	1,296	531	976	2,803	1,618	1,107
Sindiswa Zilwa	1,127	694	—	1,821	1,807	—
Wang Bin	—	—	—	—	—	327
Lu Jiongjie	—	—	—	—	—	327
Total	16,174	7,392	1,484	25,050	23,733	19,044

The directors’ and prescribed officers’ (including their associates) direct and indirect share ownership at 31 December 2022 was:


	Number of shares			%
	2022	2021	2020	2022	2021	2020
Executive directors
Neal Froneman1,2	8,559,665	6,636,286	4,829,128	0.30	0.24	0.17
Charl Keyter2	1,466,181	2,866,791	1,775,994	0.05	0.10	0.06
Non-executive directors
Timothy Cumming2	6,000	6,000	1,242	—	—	—
Richard Menell2	10,125	15,125	84,625	—	—	—
Keith Rayner2	68,992	68,992	68,992	—	—	—
Susan van der Merwe2	1,028	1,028	1,027	—	—	—
Jeremiah Vilakazi2	4,220	2,000	—	—	—	—
Vincent Maphai2	199,724	152,135	50,000	0.01	0.01	—
Savannah Danson2	16,519	2,519	2,519	—	—	—
Harry Kenyon-Slaney2,3	16,852	16,852	16,852	—	—	—
Elaine Dorward-King2,4	10,000	10,000	4,800	—	—	—
Total share ownership by directors	10,359,306	9,777,728	6,835,179
Prescribed officers5
Chris Bateman			—			—
Shadwick Bessit			94,707			—
Hartley Dikgale			—			—
Dawie Mostert2	136,302	26,466	38,975	—	—	—
Themba Nkosi2,6	251,583	204,533	59,022	0.01	0.01	—
Wayne Robinson			184,333	—	—	0.01
Richard Stewart2	788,771	739,633	105,303	0.03	0.03	—
Robert van Niekerk2	1,766,770	875,261	24,341	0.06	0.03	—
Laurent Charbonnier2,7	151,012	151,012	35,620	0.01	0.01	—
Charles Carter2,8	300,000	—	—	0.01	—	—
Total	13,753,744	11,774,633	7,377,480

1 Neal Froneman and his associates hold 225,408 ADRs at 31 December 2022 (2021: 90,479, 2020: 3,213) which convert to 901,632 (2021: 361,916, 2020: 12,852) ordinary shares in the Company

2 Share ownership (including shares held by associates) in the Company at the date of this report was unchanged, except for the following:

•Neal Froneman — 8,833,665

•Charl Keyter — 1,616,481

•Vincent Maphai — 217,135

•Themba Nkosi — 283,753

•Charles Carter — 440,000

3 Harry Kenyon-Slaney and his associates hold 4,213 ADRs at 31 December 2022 (2021 and 2020:4,213) which convert to 16,852 (2021 and 2020: 16,852) ordinary shares in the Company

4 Elaine Dorward-King and her associates hold 2,500 ADRs at 31 December 2022 (2021: 2,500, 2020: 1,200) which convert to 10,000 (2021: 10,000, 2020: 4,800) ordinary shares in the Company

5 In 2021, Sibanye-Stillwater introduced a new executive level of management (referred to as the C-suite). Therefore from 2021, only C-suite members are disclosed as prescribed officers of Sibanye-Stillwater. In 2020, the following individuals were also disclosed as prescribed officers:

•Chris Bateman — ceased performing an EVP role on 6 September 2020

•Shadwick Bessit — ceased performing an EVP role on 16 January 2021

•Hartley Dikgale — ceased performing an EVP role on 31 March 2020

•Wayne Robinson — not a C-suite member

6 Themba Nkosi and his associates hold 5,300 ADRs at 31 December 2022 which convert into 21,200 ordinary shares in the Company

7 Laurent Charbonnier and his associates hold 37,753 ADRs at 31 December 2022 (2021: 37,753, 2020: 8,905) which convert to 151,012 (2021: 151,012, 2020: 35,620) ordinary shares in the Company

Inputs to the models for equity instruments granted during the year

A Monte Carlo Simulation model was used to value equity-settled share-based payment awards in the past. Since the last equity-settled awards were made in 2019, there are no new valuation inputs to disclose.

At each reporting date, on vesting date and on settlement date, the liability for the cash payment relating to the FSUs, CSUs and MSUs awarded is measured/ remeasured at fair value. Similar to the equity-settled schemes, a Monte Carlo Simulation model was used to value cash-settled share-based payment awards. The inputs to the valuation model for share awards granted were as follows:


Conditional and matching Share Units				Forfeitable Share Units
2020	2021	2022	MONTE CARLO SIMULATION	2022	2021	2020
70.10	44.29 - 68.56	48.29 - 52.15	Weighted average historical volatility (based on a statistical analysis of the share price on a weighted moving average basis for the expected term of the option) %	n/a	n/a	n/a
3	1 - 3	0.17 - 3	Expected term (years)	n/a	n/a	n/a
36	14 - 36	2 - 36	Expected term (months)	9 - 18	9 - 18	9 - 18
7.82	4.62 - 8.99	7.45 - 17.83	Expected dividend yield (US/SA) %	54.24/11.14	27.67/6.39	12.92/6.66
3.62	4.81 - 5.68	7.16 - 7.82	Risk-free interest rate (US/SA) %	2.48/7.55	0.56/4.35	0.14/3.40
R60.00	R49.10	R44.72	Weighted average share price (ADR/JSE)	US$10.66/R44.72	US$12.54/R49.10	US$15.89/R60
40.38	29.95	23.69	Weighted average fair value (SA rand)	49.95	53.14	67.72

Reconciliation of the share-based payment obligations

Marikana’s obligation to pay dividends to the Phembani Group through an intermediate company holding structure, is recognised as a cash-settled share-based payment liability measured at fair value. Changes in fair value is recognised in profit or loss.

The following assumptions were applied in the 31 December 2022 calculation:


		2022	2021	2020
Long-term PGM (4E) basket price	R/4Eoz	26,397	23,957	—
Real discount rate — South Africa	%	15.0 - 15.2	13.2	—
Inflation rate — South Africa	%	6.5	6.0	—
Life-of-mine	years	19 - 49	18 - 50	—

The following table shows a reconciliation of the total cash-settled share-based payment obligation of the Group for the year ended 31 December 2022:


Figures in million – SA rand	Notes	2022	2021	2020
Reconciliation of the cash-settled share-based payment obligations
Balance at beginning of the year		2,887	1,628	1,425
Share-based payment obligation on acquisition of subsidiary	16.1	14	—	—
Cash-settled share-based payments expense1		233	232	353
Fair value loss on initial recognition of Marikana B-BBEE cash-settled share-based payment obligation	6.6, 7	—	404	—
Recognised on deconsolidation of subsidiary2		251	—	—
Fair value loss on obligations3	7	2,155	860	129
Cash-settled share-based payments paid4		(272)	(240)	(275)
Foreign currency translation		7	3	(4)
Balance at end of the year		5,275	2,887	1,628
Reconciliation of the cash-settled share-based payment obligations in the Group
Cash-settled share-based payment — Rustenburg B-BBEE transaction		3,112	2,067	1,468
Cash-settled share-based payment — Marikana B-BBEE transaction		1,732	560	—
Cash-settled share-based payment — Employee incentive schemes		431	260	160
Balance at end of the year		5,275	2,887	1,628
Current portion of cash-settled share-based payment obligations		(284)	(58)	(33)
Non-current portion of cash-settled share-based payment obligations		4,991	2,829	1,595

1 Included in the amount is a cash-settled share-based payment expense for the year ended 31 December 2022 relating to the 2020, 2021, 2022 and MSR Share Plans amounting to R194 million (2021: R232 million relating to the 2020 and 2021 Share Plan). For the year ended 31 December 2020, the expense includes cash-settled share-based payment expenses of Stillwater of R1 million and DRDGOLD Limited of R128 million, with the remainder of 2020 relating to the 2020 Share Plan. Also included in the cash-settled share-based payment obligation for the year ended 31 December 2022 is R39 million related to Keliber which is capitalised

2 The movement is a cash-settled share-based payment obligation recognised of R251 million due to the deconsolidation of the Bapo Trust (see note 8.1). The deconsolidation was as a result of significant changes in the Bapo Trust deed, which resulted in joint control over the relevant activities of the Bapo Trust for the Group. The deconsolidation resulted in a total loss on deconsolidation of R309 million recognised in Other costs (see note 8.1). The total loss on deconsolidation consists of the loss upon recognition of the R251 million cash-settled share-based payment obligation and the derecognition of cash and cash equivalents of R58 million held by the Bapo Trust

3 The fair value loss relates to the Rustenburg and Marikana B-BBEE transactions amounting to R1,190 million (2021: R671 million, 2020: R129 million) and R965 million (2021: R189 million), respectively, and is included in the loss on financial instruments in profit or loss

4 Payments made during the year relate to vesting of cash-settled awards to employees, payments made on the Rustenburg and Marikana B-BBEE transactions

Expenses from share based payment arrangements

Share based payment expenses for the year consisted of the following:


Figures in million – SA rand	Notes	2022	2021	2020
Sibanye-Stillwater 2020 Share Plan, 2021 Share Plan and 2022 Share Plan (cash-settled scheme)	6.3	(194)	(232)	(226)
Sibanye-Stillwater 2017 Share Plan (equity-settled scheme)	6.1	(5)	(132)	(145)
DRDGOLD (equity-settled scheme)	6.2	(19)	(19)	(13)
DRDGOLD (cash-settled scheme)	6.4	—	—	(128)
Total share-based payment expense		(218)	(383)	(512)
Reconciliation of the cash-settled and equity-settled share-based payment expense:
Cash-settled share-based payment expense1		(194)	(232)	(354)
Equity-settled share-based payment expense		(24)	(151)	(158)
Total share-based payment expense		(218)	(383)	(512)

1 Included in the cash-settled share-based payment expense for the year ended 31 December 2022 are grant date fair value losses of R507 million (2021: R267 million, 2020: R122 million) and fair value gains after grant date of R313 million (2021: R35 million, 2020: fair value losses after grant date of R232 million) relating to the 2020, 2021, 2022 and MSR Share Plans