Lonmin Plc
www.lonmin.com
Lonmin Plc
Annual Report and Accounts
For the year ended 30 September 2015
Lonmin Plc
Registered in England, Company Number 103002
Registered Office: 4 Grosvenor Place, London SW1X 7YL
ACCELERATING OUR STRATEGY
Annual Report and Accounts for the year ended 30 September 2015
Lonmin is a primary producer of Platinum Group Metals
(PGMs). These metals are essential for many industrial
applications, especially catalytic converters for internal
combustion engine emissions, as well as their widespread
use in jewellery. Saleable by-products produced from our
PGM mining include gold, copper, nickel, chrome and cobalt.
Our core operations, consisting of eleven shafts and inclines, are situated in
the Bushveld Igneous Complex in South Africa, a country which hosts nearly
80% of global PGM resources. We have been granted a New Order Mining
Licence by the South African government for our core operations, which
runs to 2037 and is renewable to 2067. We have resources of 183 million
troy ounces (3PGE + Au) and 36 million ounces (3PGE + Au) of reserves.
Contents
02 Key Features
01 /
Strategic Report
A summary of the changing landscape we operate in,
and how that has shaped our strategy and financial
position. Plus a review of performance against our goals
and our approach to running a sustainable business.
04
06
08
10
22
26
34
36
Chairman’s Letter
Chief Executive Officer’s Letter
Our Business Model
Our Strategy
Market Review
Principal Risks and Viability
Key Performance Indicators
Performance
36 Safety
38 Financial Review
44 Operations
44 Mining
48 Processing
49 Capital Expenditure
50 Social and Labour Plans
51 Farlam Commission of Inquiry Report
51 People
54 Living Conditions
55 Transformation through Enterprise Development
and Procurement
56 Community Relations and Our
Corporate Citizenship Agenda
57 Our Environment
02 /
Governance
We explain how we are organised, what the Board has
focused on and how it has performed, our diversity
practices, how we communicate with our shareholders
and how our Directors are rewarded.
60
62
64
76
85
87
89
91
96
Board of Directors
Executive Committee
Corporate Governance Report
Audit & Risk Committee Report
Nomination Committee Report
Safety, Health & Environment (SHE) Committee Report
Social, Ethics & Transformation (SET) Committee Report
Directors’ Report
Directors’ Remuneration Report
Lonmin Plc
Annual Report and Accounts 2015
/ 01
Contents
01 /
How we are
Accelerating
Our Strategy
Strategic Report
Financial Statements
The statutory financial statements of
both the Group and the Company and
associated audit reports.
04 /
A Deeper Look
05 /
Shareholder Information
Additional information for shareholders
including our forthcoming reporting calendar
186 Consolidated Group Five Year Financial Record
187 Operating Statistics – Five Year Review
193 Mineral Resources and Mineral Reserves
196
198
198
199
200
ibc
03 /
Key financial and operational statistics over the
past five years and a summary of our mineral
resource and mineral reserve information
Governance
03 /
02 /
Throughout this Annual Report we tell you how we are delivering
on our strategic vision.
Details of the
Group’s debt
facilities can
be found in the
Financial Review
on page
>
38
Underlying cost
of sales analysis
in both Dollar and
Rand can be
found on page
>
173
A breakdown
of the cost of
production per
PGM ounce
(unit costs) can
be found on page
>
www.lonmin.com
192
Shareholder Information
>
191
05 /
Details of the
impairment of
non-financial
assets can be
found in Note 31
on page
187
A Deeper Look
>
04 /
Tonnes mined on
a shaft-by-shaft
basis can be
found on page
Shareholder Information
Corporate Information
Reporting Calendar
Acronyms and Abbreviations
The Sixteen-Eight Memorial Trust
Lonmin Charter
Financial Statements
126 Independent Auditor’s Report to the
Members of Lonmin Plc only
130 Responsibility Statement of the Directors in
Respect of the Annual Report and Accounts
131 Consolidated Income Statement
131 Consolidated Statement of
Comprehensive Income
132 Consolidated Statement of Financial Position
133 Consolidated Statement of Changes in Equity
134 Consolidated Statement of Cash Flows
135 Notes to the Accounts
178 Lonmin Plc Company Balance Sheet
179 Notes to the Company Accounts
/ 02
Lonmin Plc
Annual Report and Accounts 2015
Performance Highlights
Key Features
• Safety
–
–
Regrettably three fatalities in the second half of the year after 18 months fatality-free
Lost Time Injury Frequency Rate (LTIFR) increase to 5.41 from 3.34
• Operational achievements
–
–
–
–
–
–
Saffy shaft ramped up to steady state full production as planned
Platinum sales of 751,560 ounces – the highest since 2007 and above market guidance of 730,000 ounces
Platinum metal-in-concentrate for the year was 740,315 saleable ounces
Mined production of 704,776 Platinum ounces – impacted by a loss of 48,000 ounces due to Section 54
safety stoppages
Operational flexibility maintained with available ore reserves at an average of 22 months production
Outstanding instantaneous recovery rates improved to 87.2%
• Business Plan
–
–
Business Plan developed to address low PGM pricing and retain flexibility
Right sizing now 50% complete within six months with 3,136 workers exited (2,120 employees and
1,016 contractors)
• Financial Results – Decisive action taken on operational and cost savings
–
–
–
–
–
–
Cost of production per PGM ounce reduced to R10,339 per PGM ounce – lower than guidance of R10,800
Tightly controlled capital expenditure of $136 million – lower than original guidance of $250 million
Net debt of $185 million with available committed facilities of $543 million (net debt of $29 million in 2014)
Net assets attributable to equity shareholders valued at $1.6 billion after impairment charge of $1.8 billion
Underlying loss before tax $143 million ($46 million profit in 2014)
Underlying loss per share of 16.2 cents versus earnings 5.4 cents in prior year
• Guidance for 2016 to 2018
–
–
–
–
Platinum sales of c.700,000 ounces for 2016, and c.650,000 for each of 2017 and 2018
Reduction in the size of the Group’s workforce and overheads planned to deliver 2016 cost reduction of
c.R0.7 billion and c.R1.6 billion for 2017 (in real terms)
Unit costs to be broadly flat on 2015 in nominal terms at c.R10,400 for three more years to 2018
Capital expenditure limited to c.$132 million for 2016, $110 million for 2017 and $188 million for 2018,
of which $43 million third party funding to be used for the Bulk Tailings Treatment plant
• Strengthening of Balance Sheet
–
–
The Rights Issue is expected to raise approximately $407 million (in gross proceeds)
Conditional amended banking facilities with all existing lenders for $370 million
Lonmin Plc
Annual Report and Accounts 2015
Strategic Report
04
06
08
10
22
26
34
36
Chairman’s Letter
Chief Executive Officer’s Letter
Our Business Model
Our Strategy
Market Review
Principal Risks and Viability
Key Performance Indicators
Performance
A summary of the changing
landscape we operate in, and how
that has shaped our strategy and
financial position. Plus a review
of performance against our goals
and our approach to running a
sustainable business
Strategic Report
www.lonmin.com
01 /
Strategic
Report
/ 03
/ 04
Lonmin Plc
Annual Report and Accounts 2015
Chairman’s Letter
“To deal effectively with the current low PGM prices, we have developed
the Business Plan with the aim to achieve positive cash flow after capital
expenditure. The Rights Issue is designed to strengthen the Group’s balance
sheet and allow the implementation of the Business Plan, whilst preserving
the long-term value of the Group.”
Safeguarding
the Business
A Chairman’s Letter from Brian Beamish
“
Your Board has taken decisive
action to protect the business in
this low price environment, and
has worked with management to
reshape and resize the Company
to withstand these pressures on
profitability in the medium term,
whilst ensuring that the value
of the Company is retained for
when prices rise.
Brian Beamish
Chairman
Dea r Fellow Sha reholder,
This has been another challenging year, for your Company, for PGM
producers more widely and for miners generally. For our sector,
and Lonmin in particular, it has been dominated by unprecedentedly
low metal prices and correspondingly low profitability.
Operationally, management have done well, achieving solid
production and unit costs below guidance, executing the company’s
plans effectively and delivering the improvements we talked about
a year ago. Our capital expenditure was $136 million, well below
the $250 million we guided, and our unit costs were also below
guidance at R10,339 per PGM ounce.
Despite this good work low prices have impacted badly on
profitability, resulting in a net debt position at the year end of
$185 million.
Your Board has taken decisive action to protect the business in
this low price environment, and has worked with management to
reshape and resize the Company to withstand these pressures on
profitability in the medium term, whilst ensuring that the value of
the Company is retained for when prices rise. I have touched on
this below and Ben Magara, your Chief Executive Officer, has more
to say about it over the page.
We examined all possible options to address the balance sheet
pressures caused by low commodity prices and the maturing of
the Company’s short term debt facilities, seeking the best solution
for the business. Alongside a renegotiation of our debt facilities, it
was clear that an underwritten rights issue was the most effective
solution. These have been challenging times, and the support of
you, our shareholders, as well as that of our lenders, has been
crucial in helping to ensure stability and the opportunity to unlock
the value of our Company. On behalf of the Company, I am
grateful for your continued backing.
This year has seen a number of very significant developments:
•
We moved to strengthen our balance sheet and took decisive
action to safeguard the business through these unprecedented
tough times, reducing the workforce and prioritising shafts.
•
Your Board and management team was strengthened,
bringing new experience and focus to both.
•
Glencore PLC (Glencore), previously our largest shareholder,
chose to distribute its holding to its own shareholders as a
dividend in specie.
•
Judge Farlam’s report in to the tragedy at Marikana in 2012
was published.
Lonmin Plc
Annual Report and Accounts 2015
/ 05
Chairman’s Letter
I would like to thank Glencore, on your behalf, for being a
supportive, active and positive shareholder during their time
with us, and to welcome the new shareholders who have
joined us since the distribution of Glencore shares. I am
pleased with the encouraging meetings we have had with
many of you already, and look forward to similar meetings
in the coming year.
Shareholder Information
www.lonmin.com
Brian Beamish
Chairman
05 /
As a result of the implementation of the new Business Plan,
2,120 employees have left the Company by 6 November and
we have overseen a net reduction of 1,016 contractors; these
form part of our declared intention to reduce the workforce
by 6,000.
Yours faithfully,
A Deeper Look
We have also approved a new business plan to address the
pressures of sustained low prices. Ben Magara talks about his
in more detail in this report, but in essence we believe that
resizing the business, prioritising our shafts, continuing to
deliver operationally and retaining our forensic focus on costs
will combine to give us a stable platform as we navigate these
very difficult headwinds.
It remains only for me to thank you for your continued support,
and on your behalf to thank our dedicated employees for their
commitment and work throughout the year.
04 /
Management has, therefore, focused relentlessly on initiatives
to conserve cash in the short term whilst retaining the
optionality to ensure the value of the Company in the long term.
Your Board has been involved in this work and we are satisfied
that the long term strategy set out a year ago is appropriate.
In these circumstances your Board is unfortunately unable to
recommend that a dividend be paid this year. We will continue
to use our best endeavours and all means available to us to
ensure that this Company remains well positioned to benefit
from changing market conditions, when they come, and that
you see value from your investment in Lonmin going forward.
Financial Statements
Our task has been, and continues to be, to ensure stability
and thus deliver a path back to profitability.
In all, this has been a tough year, but we emerge from it
operationally fit and having achieved our key operational
objectives for the year. We have taken decisive action to reduce
costs further, with an emerging shape, size and robustness
that will secure our future in a tough pricing environment.
03 /
The distribution of the Glencore shareholding, low metal
prices and consequent poor financial performance, and the
maturing of our existing bank credit facilities have combined
to weigh heavily on the share price of your Company. As a
shareholder, I wholly understand the concern and frustration
that this has caused. Your Board and management believe in
the longer term fundamentals of this industry, but I appreciate
that offers little consolation when you have seen the value of
your shareholding fall so significantly.
Some issues we can address alone, others, such as housing
and the wider social issues, remain greater problems than
any one company could deal with and will require the ongoing
co-operation of state and non-state actors. We continue to
be committed to playing our part in delivering these changes
to the extent that our resources allow.
Governance
The changes to your Board and senior management team
have delivered two focused and capable groups, working
closely together, which are well-balanced and determined to
lead your Company through these difficult times.
We will continue to do so, recognising how vital this is both in
terms of our responsibilities and in terms of creating a stable
and positive environment to operate in; and in this we will be
guided by the recommendations of Judge Farlam’s report.
02 /
Varda Shine also joined your Board, in February 2015. Over
a period of 30 years she held several executive level and
managerial positions within De Beers Trading Company and
Diamdel Israel (De Beers’ principal trading subsidiary) before
subsequently serving eight years as the CEO of De Beers
Trading Company. Varda brings huge experience and expertise
to the Board.
It is not for me to comment on the wider findings of the report
concerning areas and events where other organisations are
involved. Lonmin, though, has done much, ahead of the
release of the Farlam report and recommendations to address
many of the underlying issues surrounding the 2012 strike
and the terrible events which followed. You can read details
later in this report on the progress we have made in housing
(including encouraging partnerships with government),
financial literacy, health and other areas.
Strategic Report
We took the opportunity created by the departure of Paul and
Gary from the Board to welcome Ben Moolman, your Chief
Operating Officer, to the Board as an Executive Director. Ben’s
appointment reflects the importance we place on operational
excellence, and he brings great experience and expertise in
these areas.
During the year the long-awaited Farlam Commission Report
in to the police shootings and other murders at Marikana in
2012 was published. It is hard to overstate the importance of
this document to the nation of South Africa as a whole, as
well as to all the stakeholders in the judicial process. It is
largely the start of the next phase in building trust and working
to ensure that such a tragedy never, ever, happens again.
01 /
As a result of the action by Glencore, Paul Smith and Gary
Nagle, Glencore’s representatives, resigned from your Board.
Phuti Mahanyele, our Shanduka-nominated Board member,
also resigned from Shanduka itself and, consequently, from
your Board. I would like to extend my thanks to all three of
them for their contributions. As I write, Shanduka has not yet
proposed a new Board member.
Your CEO has said that Lonmin would pull the levers necessary
to drive for value and protect the business, and this year we
have done that decisively, Ben has more to say on this in his
letter to you over the page.
/ 06
Lonmin Plc
Annual Report and Accounts 2015
Chief Executive Officer’s Letter
“Our strategy is delivering results operationally and we have taken robust
measures to ensure our sustainability through these challenging times.
We have taken steps to refinance the business and address balance sheet
issues which were thrown into sharp focus by the combination of maturing
debt facilities and low prices.”
Mining
for Value
Ben Magara, Chief Executive reflects on 2015 and
outlines the Lonmin strategy for going forward.
“
2015 has been a very challenging
year for Lonmin in a very adverse
pricing environment. However,
we have worked hard with all
stakeholders and have reduced
costs and started to restructure
the Group to focus our efforts
on the four Generation 2 shafts,
accounting for around 80% of
2015 production.
Ben Magara
Chief Executive Officer
Dea r Fellow Sha reholder,
A year ago I wrote to you to outline our strategy, based on
operational excellence, robust cost control, solidifying relationships
with stakeholders and mining for value. We have seen solid
delivery in these areas, but the macroeconomics have seen the
benefits of that work eroded and our share price placed under
immense pressure.
Operationally, we have delivered on our promises and I am
pleased with that progress. We took decisive action to mitigate
the effects of the low pricing environment and costs of production
per PGM ounce for 2015 were R10,339, well within our guidance
of R10,800. Capital expenditure was tightly controlled and
minimised to $136 million, compared to our original guidance of
$250 million. Our strategy, and hard work across the business,
combined are aimed to deliver well.
Saffy shaft reached steady state as promised and we exceeded
our sales guidance to the market achieving sales of 751,560
Platinum ounces. Our mined production of 704,776 Platinum
ounces was impacted by an increase in frequency and duration
of Section 54 safety stoppages, resulting in lost Platinum metal
production amounting to 48,000 ounces. Our immediately
available ore reserves continue to offer operational and strategic
flexibility. Despite an outage at our smelters in December we
delivered strong processing recoveries. We are also working hard
with government and our unions to reduce the level of Section 54
safety stoppages we saw in the year. We believe that
transparency and dialogue are key and we are encouraged by
the collaboration and progress that we have made in this area.
We achieved R526 million of net benefits during 2015 as we
realised significant cost reductions from the review of the operating
model and the total cost of ownership programmes. This was
partially offset by the limited progress on productivity and efficiency
enhancement which have been hampered by the high level of
Section 54 safety stoppages we and the whole industry
experienced during the year. Productivity, though, is an industrywide issue which has its roots in wider social issues and will
require a holistic approach from everyone involved.
I said a year ago that my aim was to build a Lonmin that is flexible
and sustainable through the cycle. There is no doubt that this year
has been one of the toughest and, whilst we expect things to
remain challenging in the medium term, we believe that the
long-term PGM fundamentals are sound.
Your Board and management team resolved to build resilience
into the business, taking firm action to reduce Lonmin’s cost base
and conserve cash so that the Company remains sustainable and
viable. Our intent was to reposition your Company so that it
weathers the low pricing environment we face; to safeguard the
long-term interests of our shareholders, employees and all key
stakeholders; and to be well positioned to exploit improvements
in the market when they come. We also implemented plans to
strengthen our balance sheet, with the support of you, our
shareholders and lenders, to allow us to navigate our way to
better times ahead.
Lonmin Plc
Annual Report and Accounts 2015
/ 07
Chief Executive Officer’s Letter
Ben Magara
Chief Executive Officer
www.lonmin.com
Shareholder Information
Yours faithfully,
05 /
As shareholders, I know you have felt first-hand the challenges
of the business over the last few years and I thank you for
your loyalty and support as we work through these.
A Deeper Look
Finally, to my fellow colleagues, this has been another tough
year for all of us, but I know each and every one of you has
continued to make a significant contribution. I thank you for
your hard work and dedication. Also, our banking syndicate,
our core advisors and customers, I thank you for your
continued support. Brian and the Board, your resilience and
resolve have been invaluable and I thank you too.
04 /
In conclusion, this year has been tough but our strategy is
delivering results operationally and we have taken robust
measures to ensure our sustainability through these challenging
times. We have taken steps to refinance the business and
address balance sheet issues which were thrown into sharp
focus by the combination of maturing debt facilities and low
prices. This will stand us in good stead in the years ahead as
the long-term PGM market remains attractive due to more
stringent emissions legislation, growing jewellery demand
and the adoption of fuel cells as a real source of power.
Financial Statements
We have overseen robust action in cutting costs, reducing
numbers, streamlining, and taking sensible decisions on
pay freezes and waiving bonuses. The right sizing of the
business is now 50% complete. As at 6 November, 3,136
colleagues of the 6,000 affected positions have left the
Company, 2,120 employees through a voluntary process and
1,016 contractors all within the last six months. In addition we
started a section 189 consultation process to engage on the
implementation of the agreed avoidance measures which
include redeployment and reskilling and further voluntary
separations. Our relationship charter established between the
Group and the Association of Mineworkers and Construction
Union (AMCU) allowed us to have a robust process around
that. Unions work to look after their members, as they should,
but the progressive way this process has unfolded would
have been unthinkable two years ago. We hope that this
will continue in to the next round of wage negotiations.
In addition, our actions are anticipated to reduce the cost base
of financial year 2016 by R0.7 billion in FY15 money terms
when compared to the current year and a further R1.6 billion
in 2017 when compared against 2016, in FY15 money terms.
We aim to keep unit costs per PGM ounce in nominal terms
broadly flat in line with the year ended 30 September 2015
at around ZAR10,400 per PMG ounce, for the three further
years ending 30 September 2016, 2017 and 2018.
03 /
It is important to remember that when market conditions
improve, your Company has strong assets and projects: our
large, long-life and low-cost K4 project, the Rowland MK2
resource, opening up further levels at Saffy shaft, Pandora E3
deepening project and E4 Pandora Deep which is perhaps
the shallowest remaining PGM deposit anywhere in the
Western Limb Bushveld Igneous Complex.
Going forward the remaining shafts will allow for a more
sustainable and agile business. We expect that the sales
profile will be approximately 700,000 Platinum ounces in 2016,
stabilizing to approximately 650,000 for 2017 and 2018 and
capital expenditure is anticipated to be limited to approximately
$132 million and $110 million for 2016 and 2017 respectively.
We anticipate that its capital expenditure for 2018 will
increase to approximately $188 million.
Governance
I remain confident that our initiatives around employee
wellness, financial literacy and counselling as well as the
technical solutions around debottlenecking logistics will
continue to bear fruit. Like most things, it is a journey,
and one we cannot give up if we are to succeed for you,
our shareholders and indeed all our stakeholders.
As a miner myself, safety is my number one priority and
Lonmin’s performance in this area has been the achievement
in which I take the greatest pride. After 18-months without a
fatality though, this year has seen us lose three colleagues;
Bonisile Mapango, Mark Potgieter and Silvo Cossa. Their loss,
for which I offer my deepest condolences on behalf of the
Company, has led us to re-examine all areas of safety. We never
rest in this, and I believe we will achieve Zero Harm. Under my
stewardship that remains an absolute and realistic ambition.
02 /
We have re-examined the Generation 1 shafts, some of which
are currently managed by contractors, namely W1 and E1.
We are renegotiating the ore purchase agreements at those
shafts to include more favourable terms, which if included and
subject to a favourable outcome of the section 189 consultation
process, will allow mining at these shafts to continue for the
2016 financial year. Going forward we will focus on our
Generation 2 large, long life shafts, K3, Rowland, Saffy and
4B which combined will represent 90% of 2015 production.
This year we have seen infill hostel construction move ahead
on plan, delivered 50 hectares of land for a joint partnership
project with government to provide new homes and signed
a historic transaction with the Bapo Ba-Mogale Traditional
Community (Bapo) near our mines which sees them benefit
further from our future profitability and gives them a stake in
our future success.
Strategic Report
Our conclusion, that it was necessary to reduce high cost
production in an oversupplied market, resulted in the orderly
closure of Hossy and Newman shafts. This will be achieved
by stopping development and capital work. Instead, only the
immediately available ore reserves will be utilised, reducing the
overall costs of production and enhancing cash generation
and profitability as the shafts are closed. In addition, 1B shaft
of the 1B/4B complex was closed and put on care and
maintenance in October 2015.
The publication of Judge Farlam’s report has reminded us
of the vital importance of shared value, not that a reminder
was needed. The Judge highlighted that Lonmin could have
done more but he did not conclude that Lonmin broke any laws.
I believe we set about addressing issued identified in the
report those before publication, and continue to work tirelessly
towards enhanced performance in this area.
01 /
The reduction in profitability due to low PGM prices and the
maturing of our debt facilities in 2016 led us to accelerate the
execution of our published strategy. It was necessary for us
to take some tough decisions as we sought to respond to the
conditions we faced by continuing to manage the elements
within our control. We concluded that we needed to remove
high cost ounces, reduce production and overhead costs as
well as minimize capital expenditure. The decision to right
size our business was not taken lightly as it will impact 6,000
employees and contractors, but the reality is that it is essential
to protect the business, and the jobs of many thousands
more who work for your Company.
/ 08
Lonmin Plc
Annual Report and Accounts 2015
Our Business Model
Lonmin is one of only three integrated
primary PGM producers globally
LONMIN EXPLORES, MINES, REFINES AND MARKETS PLATINUM GROUP METALS
(PGMS) – PLATINUM, PALLADIUM, RHODIUM, IRIDIUM, RUTHENIUM AND GOLD.
PLATINUM IS OUR PRINCIPAL PRODUCT, AND IN A TYPICAL YEAR IS THE SOURCE
OF 60-70% OF OUR REVENUES. BY-PRODUCTS FROM PGM MINING INCLUDE
CHROME, NICKEL, COPPER AND COBALT.
We continue to seek ways to maximise value with projects such as our tailings retreatment plant which has resulted in
improved PGM recovery rates and increased volumes of chrome production.
While there will inevitably be short-term volatility in the prices of one or more of the PGMs, we believe that the long-term
fundamental economics of these metals remain highly attractive.
OUR FUNDAMENTAL AIM IS TO CREATE LONG TERM VALUE FOR OUR SHAREHOLDERS as we move through the
economic cycle. We aim to generate value from our operations in four stages:
By securing prospecting
and mining rights to
areas which have PGM
mineralisation. We hold
rights to significant areas
of the Bushveld Igneous
Complex in South Africa,
the world’s largest
deposit of PGMs and
home to around 80% of
the world’s known
platinum resources.
We maintain a modest and
flexible international
exploration budget,
operating largely in areas
of known prospectivity for
PGMs which we hope will
provide us with new
economic sources of
PGMs in other areas of the
world, improving our
geographical diversity.
By developing these
areas into resources
and reserves and
managing mining
operations. With more
than 40 years’ experience
in mining PGMs in
South Africa, Lonmin
has developed superior
conventional mining
methods and relevant
process technologies.
By developing industry
leading processing
and refining techniques.
We were the first in our
industry to commercialise
the separate treatment of
UG2 ore and to use our
know-how and technology
to create value by putting
our ore through the full,
vertically integrated
processing chain,
producing high purity
refined metals for sale.
By maintaining close
relationships with key
customers we acquire
market intelligence and
an understanding of
market trends.
PEOPLE MAKE THE DIFFERENCE. In our employee relations we aim to develop and retain the best via our workplace
relationships and the way we work and to ensure as safe and stable a workplace environment as possible.
Lonmin Plc
Annual Report and Accounts 2015
/ 09
Our Business Model
We preserve and protect this value creation potential in five ways:
Governance – we have created and maintain a robust internal control
and reporting environment, with strong processes for risk identification
and mitigation, implemented by a dynamic management team and
overseen by an experienced Board of Directors;
Further information on Culture
>
19
Strategy
>
36
Performance
Further information on Relationship
>
18
Strategy
>
35
KPIs
>
26
Risks
>
50
Performance
Further information on Sustainability
>
14
Strategy
>
36
Performance
Further information on Transformation
>
19
Strategy
>
35
KPIs
>
50
Performance
03 /
How we spend the cash we earn
Payments
to employees
52%
50
A Deeper Look
>
Payments to
suppliers* 43%
Payments to
bank lenders 2%
04 /
Further information
on payments to
communities
Payments to/for
communities 1%
Financial Statements
We recognise that our business requires inputs from, and has an effect on, a number of stakeholders. We see
it as crucial that each group feels that their relationship with Lonmin is positive, and that they achieve some
net gain, whether financial or otherwise. The analysis below shows how the $1,293 million of cash earned in the
financial year was distributed:
Government
taxes 2%
Governance
Transformation – we embrace transformation as a business imperative.
We endeavour to play our full part in addressing historic inequalities and
creating the conditions in which current and future generations can
succeed in creating a shared purpose.
Section 2: Governance
02 /
Sustainability – we believe that there is only one way to sustain success,
by taking all critical risks into account when we are planning ahead.
Working safely, respecting those with whom we work and protecting
the environment are all part of our core processes; and
59
Strategic Report
Relationships – we work hard at establishing relationships with a wide
range of stakeholders from employees and their trades unions, through
communities and local government, suppliers, contractors, customers and
other business counterparties, to national government in its many guises
and the providers of our funding – lending banks and our shareholders;
>
01 /
Culture – we are seeking to develop a value based culture where the
behaviour of all employees, managers, Directors and others helps to
promote an ethical, responsible and fair approach to how we do business;
Further information on Governance
* A significant proportion will be wages paid to contractors. We estimate around 60% of our costs are labour related.
Shareholders received no dividend during the year, and none is recommended for 2015.
05 /
In 2015 we met costs of 97 cents for every Dollar we earned, predominantly in South Africa. Payments for
community projects and donations amounted to 1 cent in every Dollar earned and we spent two cents in every
Dollar on interest and fees to the banks who lent us money.
Shareholder Information
www.lonmin.com
/ 10
Lonmin Plc
Annual Report and Accounts 2015
Our Strategy
We are creating a Lonmin that
is sustainable through all cycles
WE AIM TO GENERATE VALUE FOR OUR SHAREHOLDERS THROUGH BEING
THE SAFEST PRIMARY PRODUCER OF PGMS AND THROUGH GENERATING
RETURNS GREATER THAN OUR COST OF CAPITAL OVER TIME, MINIMISING
HARM AND CREATING BENEFIT FOR ALL OUR STAKEHOLDERS. WE REGARD
SOCIAL SPEND AS AN INVESTMENT AND A BUSINESS IMPERATIVE.
Lonmin draws significant advantage from its position on two key stock exchanges, a premium
listing in London and a secondary listing in Johannesburg. These provide the Company with access
to liquidity from capital markets, a healthy mix of longer and shorter term investors and facilitates
foreign capital inflows into South Africa.
Our Current Asset Base
Lonmin’s current productive operations are all in South Africa. We also have small exploration
projects in Canada, Northern Ireland and Kenya. Although we will continue to seek further
economic PGM resources, our principal asset base is our substantial investment in our major and
established mines in South Africa, the world’s premier PGM deposit. We have a long-life mineral
resource over which we have long-term mineral rights granted by the South African Government.
There is significant value in our existing infrastructure and the underground ore reserves that
we have developed to be ready for mining. Lonmin creates value from its existing operations
through safe mining, vertical integration and harnessing our industry-leading expertise in
processing UG2 ore.
Our Business
Explore
Mine
Mill
Concentrate
Description
Explore for potentially
economic PGM
mineralisation
Underground mining of
two ‘reefs’, Merensky and
UG2 each approximately
1m thick
Crushing ore brought to
Separation of metalliferous
surface to the consistency particles from silicate host
of talc, circa 75 microns
rock using basic physical
chemistry
Output measurement
Mineral Resources
(PGM ounces)
Millions of tonnes
Millions of tonnes
Kilogrammes of PGMs
in concentrate
Effectiveness measures
Increase or replace
Mineral Resources
Tonnes hoisted
Ore reserves
Tonnes milled
PGMs in concentrate (kilogrammes)
Recovery rate (% of contained
PGMs recovered)
Quality measures
In situ PGM grade
and tonnes
Underground head
grade, per ore type
(grammes per tonne)
Milled head grade
(grammes per tonne)
Concentrate grade
(grammes per tonne)
Efficiency measures
Resources converted
to Reserves
Cost per ounce
Cost per tonne milled
Cost per ounce recovered
Lonmin Plc
Annual Report and Accounts 2015
/ 11
Our Strategy
WE HAVE REVIEWED AND PRIORITISED OUR ASSETS, AND EXISTING
INFRASTRUCTURE WHICH WILL SUSTAIN OUR BUSINESS FOR
DECADES TO COME
Lonmin’s extensive PGM resources are sufficient to support our business for decades to come:
Pandora operations
Our flagship operation, the
source of more than 95%
of our current production.
A joint venture in which we have
a 50% interest and contributes
5% of our annual production.
Capacity to process and refine our
current and future production, offering
the potential to smelt and refine third
party and recycling material.
Strategic Report
Marikana operations
01 /
Marikana Smelter, Base Metal
Refinery and Brakpan Precious
Metal Refinery
Further information can be found in the Performance and
shaft by shaft analysis is available in A Deeper Look
44
Performance
>
187
A Deeper Look
02 /
>
Formerly an operational mine
placed on care and maintenance
in early 2009. We have a
conditional agreement to sell
control of this asset to our Black
Economic Empowerment (BEE)
partner, Shanduka.
A viable resource which offers
future optionality with the potential
for a long life low cost and highly
mechanised operation. We
continue exploration to develop
a viable operation.
Joint ventures with Vale and Wallbridge
exploring PGM mineralisation in the
Sudbury Basin in Ontario, Canada,
with a pre-feasibility study on an open
pit completed; and our Northern
Ireland project – an early stage
exploration opportunity in an area
with geological potential for the
discovery of PGM deposits.
Further information can be found on page
>
47
Further separation of metals
(‘matte’) from silicate host rock
(‘slag’) using electricallygenerated heat
Chemical and electro-chemical
separation of base metals
(for sale in finished or semifinished form) from PGMs
within the matte
Chemical separation of the
individual PGMs contained in
BMR matte and refining to
purity of 99.995% or better for
sale in various finished forms
Two principal customers
for PGMs, both global
corporations. Six customers
for base metals
Kilogrammes of PGMs
in smelter matte
Troy ounces of PGMs in the
base metal refinery (BMR) matte
Troy ounces of finished metals
Troy ounces of finished
metals purchased
Primary tonnes smelted
Recovery rate (% of contained
PGMs recovered)
Recovery rate (% of contained
PGMs recovered)
PGMs in saleable form
Recovery rate (% of contained
PGMs recovered)
Revenues per PGM ounce
achieved relative to price
in spot market
Convertor matte grade
(grammes per tonne)
Recovery rate (% of contained
PGMs recovered)
• Base metal Purity (%)
• PGM %
Recovery rate (% of contained
PGMs recovered)
Purity (%)
Quality of product confirmed
by customer as complying
with specification
Cost per tonne smelted
Cost per refined ounce
Cost per refined ounce
First pass recoveries (% of each
metal recovered)
Throughput time
Days from delivery of PGMs
to cash settlement
www.lonmin.com
Shareholder Information
Market
05 /
Refine Precious Metals
A Deeper Look
Refine Base Metals
04 /
Smelt
Financial Statements
International Exploration projects
03 /
Akanani project
Governance
Limpopo project
Lonmin Plc
Annual Report and Accounts 2015
Our Strategy
All our current Mining operations are located in the
Western Limb of the Bushveld Igneous Complex (BIC)
in South Africa. The BIC extends approximately
350 kilometres east to west and approximately
250 kilometres north to south. It underlies an area
of some 65,000 square kilometres, spanning parts
of the Limpopo, North West, Gauteng and
Mpumalanga provinces.
The Bushveld Igneous Complex
Zimbabwe
Botswana
Akanani
We mine both the Upper Group 2 (UG2) and
Merensky PGM-bearing reefs. The locations of our
shafts at Marikana both current and future are
shown below.
Rustenburg
Limpopo
Marikana
Johannesburg
South Africa
Map of Marikana operations
SD Shaft Depth below Collar
SC Shaft Capacity (Reef Tonnes)
MO Expected to be Mined Out by
Shaft
Split reef
Mined out areas
MK3 Shaft
K5 Shaft
Pandora Deeps
MK2 Shaft
K4 Shaft
SD: 1331
SC: 225 000
MO: est. 2068
Rowland Shaft
SD: 1032
SC: 200 000
MO: est. 2040
K3 Shaft
SD: 809
SC: 290 000
MO: est. 2033
1 Shaft
SD: 322
SC: 90 000
MO: est. 2016
4B Incline Shaft
SD: 445
SC: 160 000
MO: est. 2022
Hossy Shaft
SD: 489
SC: 120 000
MO: est. 2048
Pandora Shallows/E4
SD: (Study Phase)
SC: 120 000
MO: est. 2062
Saffy Shaft
SD: 804
SC: 200 000
MO: est. 2040
E3 Incline Shaft
(including Pandora JV)
SD: 349
SC: 80 000
MO: est. 2039
E2 Incline Shaft
SD: 345
SC: 80 000
MO: est. 2019
E1 Incline Shaft
SD: 396
Newman
Incline Shaft SC: 80 000
MO: est. 2016
SD: 396
SC: 120 000
MO: est. 2037
d
4B
/1
K3
B
la
n
Ro
w
E3
Sa
ffy
(in
*
cl
.
de
ep
en
i
ng
)
Shaft lifecycle for the Marikana Operations and the Pandora JV
Hossy (stopping only)
Newman
K3 UG2Sub Incline
E2
n
la
w
Ro
d
ew
N
K2
M
E1
W1
K4
E4
a
or
nd sky
Pa ren
e
M
an
m
Reef Production % of Capacity
/ 12
Build-up
Steady-state
Wind down
High Cost & Capital Requirement
Low Unit Cost
Increased Unit Cost
Karee
Westerns
Easterns
Pandora
* Saffy has successfully reached steady state full production as promised.
We have eleven mine shafts at various stages of their life cycle and an extensive project pipeline which
provides us with a range of options including extending the life of our maturing shafts, expanding production
to fill existing infrastructure or growth options, allowing us to take advantage of changing market conditions.
Lonmin Plc
Annual Report and Accounts 2015
/ 13
Our Strategy
Our Markets
Lonmin’s extensive PGM resources are sufficient to support our business for the long term:
Industrial
Investment
A vital component in the
reduction of emissions from
internal combustion engines,
principally powering cars,
vans and heavy duty
vehicles, but also extending
to ships, trains, motorcycles
and even lawnmowers;
Platinum is a pure, rare and
eternal metal for jewellery –
and is securing a position as
the metal of choice in the
bridal market;
PGMs are used in a range
of ways in the manufacture
of everyday goods including
flat screen televisions, mobile
phones, glass manufacturing,
medical applications and in
petroleum, oil and chemical
refineries; and
Demand interest continues
for platinum, palladium
and rhodium as investment
metals, either in physical
form as coins and bars or
indirect holding in the form of
physically-backed Exchange
Traded Funds (ETFs)
Further information can be found
in the Market Review on pages
>
22
–
Strategic Report
Jewellery
01 /
Autocatalysts
25
The sustained low PGM pricing environment we experienced in 2015 and which we anticipate to prevail in the short to
medium term was a major challenge to the sector, and to Lonmin in particular given the Group’s maturing debt facilities
in 2016. We took the opportunity to re-examine our strategy set against these new pressures.
Governance
In 2013 we began a fundamental review of our business. Throughout and after the subsequent five month strike in 2014
we took the opportunity to refine our plans. This has developed into the strategy we have today.
02 /
Our Strategic Priorities
In essence we found that our wider strategic approach remained correct, but we needed to take robust and decisive
action to further protect the business in the short and medium term and embed sustainability.
•
Operational Excellence
•
Enhancing Balance Sheet Strength
•
Our People and Relationships
•
Our Corporate Citizenship Agenda
04 /
1
A Deeper Look
Financial Statements
Our over-arching strategy comprises the following four pillars:
03 /
Fundamentally this resulted in us developing a comprehensive response which has seen us accelerate the move to
reshape and resize the business for the low-price environment, reducing fixed cost expenses, removing high cost
ounces, reducing headcount and capital expenditure to the minimum required for the safe and efficient running of the
Group’s operations, while preserving the ability of the Group to increase its production when PGM prices improve. We
are able to do this because our operations and capital expenditure is scalable. Our existing strategy was built to ensure
flexibility in these areas and that has proved vital in recent months. We say more about this below.
1.1
Operational Excellence
Safety
Safety comes first in everything we do.
www.lonmin.com
Shareholder Information
We strive to be the industry leader in safety and we believe that “Zero Harm” is both achievable and realistic. This
starts with the safety, health and wellbeing of our employees and extends to everything we do including minimising
the environmental impact of our operations. We believe that integrating our operational and sustainability strategies
will enable us to deliver on our goal of Zero Harm.
05 /
After an industry record of 18 months fatality free Lonmin lost three employees to fatal accidents during 2015. There
were two fatalities in separate incidences at Hossy shaft resulting in the deaths of Mr Silva Cossa, on 19 May, and
Mr Mark Potgieter, on 22 July. Mr Bonisile Mapango, a winch driver at E3 shaft passed away on 31 July. Subsequent
to the year end, Zilindile Ndumela, a locomotive driver at Rowland shaft was fatally injured on 26 October. We extend
our heartfelt condolences to the families, friends and colleagues of all the deceased.
/ 14
Lonmin Plc
Annual Report and Accounts 2015
Our Strategy
1
Operational Excellence (continued)
1.2
Priorities
Our highest short term priority is the performance of our excellent Marikana operations which are some of the best
in the industry, in terms of quality, safety and efficiency. We are the industry leader in UG2 mining and processing
technology, an increasingly important factor of the ore mix mined in the industry.
Within our mining operations, our shafts are split into three categories, namely Generation 1, Generation 2 shafts and
Generation 3 shafts. The Generation 1 shafts – Newman, E1, E2, E3 and W1 are smaller, older shafts in the latter
stages of their operational life. The Generation 2 shafts, K3, Rowland, 4B/1B, Saffy and Hossy are the larger, newer,
shafts. Saffy was the last to ramp up and did so successfully, reaching steady state in 2015 ahead of schedule.
Our Generation 3 vertical shaft, K4 had reached the early stages of ramp up prior to being placed on care and
maintenance in September 2012. We believe that K4 is one of the Group’s best projects in South Africa as it
continues to offer the best brownfield replacement and growth optionality for the Group. We plan to reopen the shaft
when market conditions improve.
Profitability and returns are crucial. The Group is highly geared to the PGM pricing environment and the Rand/US
exchange rate. We mine for value, not for volume. Where volume might help deliver value in future, we aim to have
the flexibility to increase production with minimal expenditure, but given the present PGM market, we believe that the
priority in the short term is efficiency and cash.
Within the constraints of market conditions, we strive to ensure that our newer assets reach the most efficient and
profitable points they can in terms of safety, costs, production and productivity as the older shafts reach the end
of their lives.
1.3
Actions
1.3.1
Marikana asset flexibility and our new business plan
The Board and executive management are attendant to the low pricing environment and carried out a comprehensive
review of the Group’s business and capital structure.
The resultant plan ensures sustainability through the difficult headwinds we face, reshaping and resizing the business
both to give the flexibility to respond to more attractive market conditions in the future, and in recognition of the fact
that we believe the PGM industry will look significantly different in the medium and long term.
The result is a Business Plan which accelerates the implementation of the Group’s published strategy of ultimately
operating only its large, long-life and low-cost shafts, and is focused on factors that are within the Group’s control,
whilst seeking to preserve the integrity of the Group’s operations. Overall, the Business Plan focuses on:
•
removing high-cost PGM production ounces and, importantly, eliminating associated fixed and variable costs;
•
reducing fixed cost expenses by right sizing the Group’s workforce and reducing overhead costs and support
service structures;
•
reducing capital expenditure to the minimum required to sustain the efficient running of the Group’s operations
while satisfying regulatory and safety standards and limiting the number of development projects for the
continuing shafts;
•
maintaining operational and strategic flexibility through sufficient immediately available ore reserves;
•
creating, preserving and enhancing long-term equity value by retaining long-term expansion opportunities;
•
continuing to improve relationships with key stakeholders. Lonmin’s sustainability depends on creating shared
value for all so that each stakeholder sees Lonmin as a net positive contributor to their wellbeing and
development; and
•
In this current low price environment each stakeholder has to take short term pain for long term value protection
and employment.
The Group’s Business Plan aims to continue to preserve cash with the objective of achieving a cash flow positive
position after capital expenditure despite the current low PGM pricing environment.
As described below, the Business Plan aims to keep unit costs per PGM ounce in nominal terms broadly flat in line
with the year ended 30 September 2015 at around ZAR10,400 per PGM ounce, for three further years ending
30 September 2016, 2017 and 2018.
Lonmin Plc
Annual Report and Accounts 2015
/ 15
Our Strategy
1
Operational Excellence (continued)
1.3
Actions (continued)
1.3.1
Marikana asset flexibility and our new business plan (continued)
The key elements of the Business Plan are:
a)
Removing high cost production
Generation 1
230
• Closure deferred – re-evaluation at the end of 2016
328
• E2, E3
4
• Continued operational performance
8
• Orderly closure to care and maintenance as planned by 2016
765
• Closed Oct 2015 – on care and maintenance
219
• Hossy
4B
K3
Rowland
Saffy
• K4
8
4
4
4
4
N/A
• Orderly closure and placed on care and maintenance by 2017
•
•
•
•
Continued operational performance
Continued operational performance
Continued operational performance
Continued operational performance
• Long term option remaining on care and maintenance
953
1,409
2,713
1,872
1,758
49
Governance
•
•
•
•
8
1,002
02 /
• 1B
Shafts of
the future
Focus/status
• Closed – will be rehabilitated
4
• Newman
Generation 3
8
• E1, W1
(incl. JV 100%)
Generation 2
Decision
Strategic Report
Shafts
• Open cast
Tonnes mined
in 2015
(thousand
tonnes)
01 /
Following a shaft-by-shaft analysis, Lonmin has decided to reduce high cost production ounces to improve the
Group’s profitability and cash flows. Specifically, the following actions are being taken.
Focusing on our core business, the Generation 2 shafts which produce c.80% of total production
Generation 2 shafts
Closure and placement on care and maintenance of the 1B shaft: All ore reserve development capital has
been stopped. Overall, the 4B/1B combined shaft complex has remained profitable despite the weak PGM
pricing environment. However, the 1B part of the complex has produced high cost ounces and Lonmin
expects that its closure and placement on care and maintenance will result in improved performance metrics
as direct and associated costs are removed. The shaft was placed on care and maintenance in October 2015.
Generation 1 shafts
On-going assessment of certain Generation 1 shafts: As part of the response to prolonged weakness in
PGM prices, the Group previously announced plans to put on care and maintenance two of its Generation
1 Shafts, namely, the E1 and W1 shafts, which are managed by contractors. These shafts were operating
only at break-even levels and not generating significant cash. Subsequently, the Group engaged with the
contractor managing these shafts and the contractor developed a plan that Lonmin believes will allow the
shafts to be cash generative. In light of this development, the Group is renegotiating the ore purchase
agreement with the contractor to include more favourable terms which, if concluded and subject to a
favourable outcome of the section 189 consultation process, Lonmin believes will allow mining at these
shafts to continue for the year ending 30 September 2016. Lonmin will reassess the viability of continuing
to mine these shafts at the end of the year ending 30 September 2016.
Shareholder Information
•
05 /
Planned orderly closure and placement on care and maintenance of the Newman shaft: Whilst the Newman
shaft has remained profitable despite the low PGM pricing environment, the shaft is nearing the end of its
life and the capital expenditure required to extend its life ranks below other projects in the Group’s capital
allocation programme. Lonmin plans to implement the closure and placement on care and maintenance of
the Newman shaft in an orderly manner over the next financial year, allowing the Group to continue to use
immediately available ore reserves at the shaft, whilst limiting capital expenditure to essential levels.
A Deeper Look
www.lonmin.com
•
04 /
•
Financial Statements
Planned orderly closure and placement on care and maintenance of the Hossy shaft: There has been
significant improvement over the last twelve months at the Hossy shaft in productivity and in the
relationship between management and employees. However, the Hossy shaft remains the Group’s highest
cost Generation 2 Shaft and Lonmin has concluded that in the prevailing low PGM pricing environment the
shaft has no prospect of self-funding its direct mining and processing costs and direct capital expenditure.
The Directors plan to implement the closure and placement on care and maintenance of the Hossy shaft
in an orderly manner over the next two financial years, allowing the Group to continue to extract the
immediately available ore reserves that have been built up at the shaft during its turnaround.
03 /
•
/ 16
Lonmin Plc
Annual Report and Accounts 2015
Our Strategy
1
Operational Excellence (continued)
1.3
Actions (continued)
1.3.1
Marikana asset flexibility and our new business plan (continued)
Lonmin expects the implementation of the Business Plan to result in a reduction of approximately 100,000 platinum
ounces in the Group’s normalised annual production over the next two financial years as high-cost production at
certain shafts is wound down, with a concomitant reduction in staffing and overhead levels. Lonmin expects that
the sales profile for the Group will be approximately 700,000 platinum ounces for the year ending 30 September
2016 and approximately 650,000 platinum ounces for each of the years ending 30 September 2017 and 2018.
b)
Removing fixed costs
(i)
Reducing the size of the Group’s workforce to protect the business in the low PGM price environment:
The Group announced a retrenchment programme and has embarked on a section 189 consultation
process with relevant stakeholders. By 6 November 2015, approximately 3,136 people had left the Group;
2,120 employees through the voluntary separation programme that was launched in May 2015, and 1,016
contractors. In total, approximately 6,000 employees, including contractors, are affected and the process
is expected to be completed by 30 September 2016, and in connection with the planned closure and
placement on care and maintenance of shafts. Combined this should result in a large reduction in overheads.
The Group continues to work closely with key stakeholders, particularly its unions and the South African
government, in connection with the workforce reductions. The relationship charter established between the
Group and AMCU during 2014 has been a useful reference point in the section 189 consultation process.
In the interests of ensuring timely consultations, the Group has undertaken two section 189 consultation
processes in parallel – one with AMCU, the Group’s majority union, and another with the other unions and
non-unionised employees. Both processes are being facilitated by the South African Commission for
Conciliation, Mediation and Arbitration. The consultation period was extended by mutual agreement of
all relevant stakeholders to enable full exploration of all alternatives to forced retrenchments. The formal
consultation process with the Unions ended on 22 October 2015, and the Group is now in the process
of finalising the voluntary separations and redeployment. In the event that there is an insufficient number
of voluntary separations and redeployment, forced retrenchment may occur, and any forced retrenchment
is expected to be phased over a period of time.
The Group employed 26,968 employees and utilised the services of 8,701 contractors, as at 30 September
2015 and through the South African Chamber of Mines is a signatory to the Mining Leadership Declaration
Agreement. In this agreement, the tripartite committed to limit job losses and also to minimize production
disruptions. It is the Lonmin’s objective to protect the majority of those jobs over the long term by ensuring
that the Group can deal effectively with the sustained low pricing PGM environment.
(ii)
c)
Reducing overhead and support service structures: New measures identified as part of the Business Plan
for overhead and support services will remove associated overhead costs, at least in line with the reduction
in the size of the Group’s operations. The closure and placement on care and maintenance of the shafts
outlined below will result in the removal of associated overhead costs, including the decommissioning of a
concentrator and the revision of all incentive schemes to encourage production efficiencies and to ensure
that bonus and incentives schemes are self-funding. Annual bonuses to management level employees for
the year ended 30 September 2015 have been waived. In addition, no salary increases have been granted
to management for the year ending 30 September 2016. Marketing and promotional expenses, as well as
discretionary spending on training, are being reduced with discussions taking place with Platinum Guild
International and World Platinum Investment Council to reduce the marketing costs of the Group by up
to 30%.
Reducing capital expenditure
A comprehensive assessment of capital projects has been undertaken resulting in the planned capital
expenditure for the next two financial years being limited to:
•
capital expenditure sufficient to keep the Group’s existing assets in operation and to comply with legislative,
Safety, Health and Environment and social responsibility requirements;
•
ore reserve development capital expenditure sufficient to ensure that immediately available ore reserves
continue to be available to support planned production; especially in Generation 2 shafts, and
•
expansion capital expenditure for a limited number of development projects.
Capital portfolio optimisation tools have been used with the aim of ensuring that capital expenditure is invested
only in the early cash generative and most valuable ore reserve development and expansion projects. Although
certain ore reserve development and expansion projects have been deferred, thereby reducing the discounted
value of certain of the Group’s shafts and their associated projected revenue streams, Lonmin believes that this
is a necessary measure in order to improve the Group’s cash flows and liquidity in the short term.
Lonmin Plc
Annual Report and Accounts 2015
/ 17
Our Strategy
1
Operational Excellence (continued)
1.3
Actions (continued)
1.3.1
Marikana asset flexibility and our new business plan (continued)
c)
Reducing capital expenditure (continued)
Strategic Report
A large portion of the planned ore reserve development capital expenditure is for the further deepening of the
existing, profitable K3 shaft as well as the development of the Middelkraal resource (MK2) that the Group plans
to extract via its existing, profitable Rowland shaft to partly offset the expected reduction in Rowland shaft’s
production profile in 2019. Lonmin believes that a continued investment in these projects will enable the hoisting
capacity of these shafts to be fully used for an extended period and to maintain their low unit costs.
01 /
The Group expects to limit its total capital expenditure to approximately $132 million and $110 million for the years
ending 30 September 2016 and 2017, respectively. Based on current information, the Group anticipates that its
capital expenditure for the year ending 30 September 2018 will increase to approximately $188 million, as the
Group’s investments in stay-in-business and ore reserve development capital expenditure are expected to increase.
We aim to maintain the resilience of our processing plants and concentrators to achieve the high levels of PGM
recoveries we achieve. Our smelter complex, which is comprised of the two large furnaces and the three
pyromet furnaces provides us with the flexibility required in this industry and offers opportunistic third party
concentrate purchases or toll treatments.
d)
Maintaining flexibility
e)
Preserving longer term optionality
05 /
Shareholder Information
In the longer term, the Directors believe that the Group has a number of attractive brownfield expansion
opportunities that can be developed when the PGM pricing environment improves, including the K4 project
and the Pandora E3 and E4 deepening projects. As at 30 September 2015, these projects had in aggregate
30.5 million ounces of mineral resources of platinum, palladium, rhodium and gold, including 18.7 million ounces
of platinum resources.
www.lonmin.com
A Deeper Look
We intend to maintain a clear strategic focus, on the Group’s mineral resources and mining and processing
infrastructure at Marikana, which has seen considerable investment in recent years, with approximately
$388 million of capital expenditure incurred in the last three years. The expenditure of recent years has resulted
in an improvement in the rate of ore reserve development and, as at 30 September 2015, the Group had
immediately available ore reserves equating to approximately 22 months of mining under normal operating and
market conditions, which provides the Group with operational and strategic flexibility with particular focus on
he Generation 2 shafts.
04 /
Saffy shaft’s ramp up profile was delivered in line with promises despite the strike. We have driven the strong
ramp up of the shaft while maintaining 18 months of available ore reserve to support the required extraction rate,
putting stoping crews in place ahead of schedule and improving crew efficiencies. We changed the top operational
management team and also deployed a highly skilled business improvement team to identify and eliminate
bottlenecks and improved infrastructure to support planned production levels and, crucially, we are taking the
lessons we have learnt from these successes and applying them at other shafts we think can benefit.
Financial Statements
We are accelerating improvement initiatives through theory of constraints at our big, low cost shafts of the future
to increase and sustain shaft hoisting performance and improve capital efficiency. K3, 4B and Rowland shafts are
benefitting from this as highlighted above.
03 /
Core shafts on target
Governance
The Business Plan accelerates our core strategy of focusing on the larger Generation 2 shafts which is working
well in terms of saving costs and improving efficiencies and operational performance. Ongoing elements of that
strategy remain in place.
02 /
The Group’s planned capital expenditure also includes expansion capital expenditure for the bulk tailings
treatment (BTT) project which was deferred earlier in the year. The BTT project entails the re-mining of a tailings
dam to extract chrome and contained PGMs. The BTT project is expected to be mined by a contractor over
a seven-year period with the first tonnes expected in the latter half of the year ending 30 September 2017.
The chrome is expected to be recovered in a new chrome spiral plant and the contained PGMs are expected
to be recovered in the Group’s Number One Furnace. The Group is in the process of securing third party
funding for the conversion of the concentrator and the establishment of the slurry pipeline that will be required.
Approximately $29 million and $14 million are included for the BTT project in the total planned capital
expenditure for the years ending 30 September 2016 and 2017, respectively.
/ 18
Lonmin Plc
Annual Report and Accounts 2015
Our Strategy
1
Operational Excellence (continued)
1.3
Actions (continued)
1.3.2
Value Benefits
Over the past 18 months, we have looked hard at our Marikana operations, reviewing assets, practices, systems and
operating models.
We launched a comprehensive review of our assets to address asset utilisation, reduce the total cost of ownership,
improve capital efficiency and productivity and therefore profitability and cash flow with the aim that Lonmin improves
the quality and consistency of its earnings and reduces cost per ounce in the medium term, whilst prudently
managing risk through all cycles and improve its relative cost position on the industry cost curve.
In 2014 we announced that we aimed to achieve greater than R2 billion of value benefits over three years to 2017
through a review of our operating model, improving productivity and efficiencies and further optimization of our
process operations. We’ve achieved significant success, achieving net benefits of R526 million in 2015. Cost savings
from the total cost of ownership programme, headcount reduction combined with stringent cost control measures
totalled R800 million. Furthermore R102 million of value was generated from the permanent release of pipeline stock.
These benefits were partly offset by lower productivity which is estimated to have cost R376 million partly a
consequence of an increased level of Section 54 safety stoppages. This demonstrates the focused cost management
actions the group has been undertaking. We continue to look for ways of enhancing productivity and efficiencies.
This is a journey and an industry-wide issue. Lonmin remains focused on doing more and we have seen how striving
to make these savings has been an excellent way for our employees, management and unions to collaborate.
We also believe that the Group has already started to benefit from the implementation of the Business Plan initiatives.
We believe that the implementation of the Business Plan, including the reduction in the size of the Group’s workforce
and in overhead costs and support service structures detailed above, will result in a cost reduction of approximately
R0.7 billion in real terms in the year ending 30 September 2016 (against the annual cost base for the year ended
30 September 2015) and a further cost reduction of approximately R1.6 billion in real terms in the year ending
30 September 2017 (against the forecast annual cost base for the year ending 30 September 2016), thereby potentially
improving the Group’s relative cost per PGM ounce produced in comparison with some competitors. The Group’s unit
cost per PGM ounce produced was R10,339 per PGM ounce for the year ended 30 September 2015 and the Group
aims to keep its unit costs in nominal terms broadly flat for the years ending 30 September 2016, 2017 and 2018.
An independent report currently forecasts that for 2015 the Group’s position on the South Africa PGM industry cost
curve (net total cash costs per 3PGE + Au ounce) should improve to the second quartile. Such an improvement in
the effectiveness of the Group’s operations will help improve the Group’s ability to operate in a low PGM pricing
environment and will position the Group to benefit from any recovery in PGM prices in the medium to long term.
2
Enhance Balance Sheet Strength
Our philosophy of preserving a conservative balance sheet with access to sufficient funds to finance both ongoing
operations and prudent and efficient capital expenditure was severely tested by the sustained deterioration of
PGM prices, and the strike of 2014, coupled with our need to renegotiate bank debt facilities against this acutely
difficult backdrop.
We examined multiple options around refinancing as our success in delivering solid and steady operational results
in all quarters was undermined by PGM prices. We concluded that amending our debt facilities and launching a
$407 million Rights Issue in November 2015 was in the best interest of Lonmin’s shareholders.
We are grateful for the continued support of our shareholders and banks through what has been an exceptionally
challenging period for the Group.
3
Our People and Relationships
Building on our relationships with our employees and unions
The unprecedented five month long strike in 2014 refocused our energy on rebuilding relations with employees and
their representative trade unions.
We believe the priority we put on this made us industry leaders, and the outstanding ramp-up we saw in the wake of
the strike was the first solid evidence of this.
In the months since, we made a priority of further solidifying and improving those relationships – particularly with our
unions. Given the significant changes to employee numbers which became necessary in 2015, the fact we have been
able to manage that process without disruption and with tough but mutually-respectful and productive negotiations
with unions, has shown the hard work of the last two years in this area is reaping dividends.
Lonmin Plc
Annual Report and Accounts 2015
/ 19
Our Strategy
3
Our People and Relationships (continued)
Building on our relationships with our employees and unions (continued)
Management has begun to drive through the strategic actions and we are seeing encouraging results, some of which
are outlined in the sections above, others in the Performance section of this report.
Our Corporate Citizenship Agenda
4.1
Stakeholder Engagement
A Deeper Look
The importance of genuine and robust stakeholder engagement and relationship building has become increasingly
apparent over the past decade, given the need to understand stakeholder expectations and communicate on key
issues transparently, consistently and in a timely manner. We have identified and prioritised our stakeholder groups
and individuals and allocated relationship “owners” to each grouping. Our aim is to develop and protect Lonmin’s
relationships with all stakeholders who have a significant ability to impact Lonmin’s operations and investment case.
The renewed focus and energy on stakeholder engagement acknowledges the role of partnerships in confronting the
challenges plaguing the industry. Functional partnerships between Government, organised labour and community
leaders are essential if we are to create the necessary environment for a sustainable future and realise the true
meaning of “shared value for all”.
04 /
4
Financial Statements
The new structure enables us to utilise the skilled resources we have across the mining and processing operations
and develop a common culture. This provides for our employees’ growth and development with great benefits to
Lonmin. We believe that we have used transformation as a real lever for better cultural insights to the improved benefit
of both individuals and the company.
03 /
We have implemented the changes of personnel and structures in our top team which we talked about last year and
seen immediate positive impact. Our management structure is now flatter, and our operational structure reconfigured
to increase cohesion, execution and accountability. The operating philosophy promotes operational excellence,
knowledge sharing, collaboration and consistency. We believe that the Group has experienced major benefits of this
which are seen both in the effective, holistic oversight management has of the business, and in the empowering of key
operational staff to bring their experience and skills to bear quickly.
Governance
We believe we have established a lean, focused management team
02 /
In addition we have initiated a relationship building programme. This programme has culminated in the Relationship
Charter, which outlines our aspirations of the nature of relationship that we are building with the unions and measures
that are being implemented to give effect to the Charter. The Charter presents a real opportunity to strengthen
relations with trade unions inter alia through constructive and regular engagements (using our union engagement
structures such as the Future Forum). More information around the relationship charter we have developed to guide
this process can be found under the Performance Section of this report.
Strategic Report
Management and unions also engage at regular meetings of the Future Forum that was established in December
2014 as required by the Mineral and Petroleum Resources Development Act, which aims to establish a joint working
relationship between the mine, workforce representatives, government and community representatives. We have been
encouraged to continue to deepen our relationships with our employees and their union representatives through
robust but constructive engagements with unions. We believe that if we wage negotiations in 2016 will take place
on a much stronger platform of respect and trust than in the past.
01 /
We are continuing with our effort communicating directly with employees and to reclaim our role as the primary source
of communication. We believe that this direct engagement with employees through the existing line management
structures and the periodic communication forums forms part of the way we work and the basis of creating
empowered, high performance teams. Through the leadership development and team effectiveness training
programmes, we continue to develop our managers’ capacity to manage this new form of direct engagement.
Following the BEE transaction we completed in December 2014, the Group’s employees now hold a 3.8% equity
interest in the principal operating companies in South Africa, through an employee profit share scheme. We believe
this aligns more closely the interests of employees and Shareholders.
05 /
Shareholder Information
www.lonmin.com
/ 20
Lonmin Plc
Annual Report and Accounts 2015
Our Strategy
4
Our Corporate Citizenship Agenda (continued)
4.2
Social licence to Operate
Maintaining our social licence to operate through securing the trust and acceptance of communities and stakeholders
is material as they host our operations. This is achieved through:
•
Stakeholder engagement to ensure social expectations are understood and managed;
•
Community investment initiatives to address social issues;
•
Transformation initiatives to meet the government’s social and economic development goals;
•
Ethical business practices that include a commitment to upholding human rights; and
•
Corporate and community partnerships.
This is very much work in process and is based on an acknowledgement that trust must be restored and
communities healed.
4.3
Greater Lonmin Community (GLC) and government
Alongside the Group’s legal and regulatory obligations, Lonmin believes that it is necessary to earn its social licence
to operate from the people and communities which host its operations. The Group estimates that approximately
150,000 people live in the areas immediately adjacent to its operations and refers to them collectively as the GLC.
The Group has therefore, over the years, engaged with and invested in its local communities. Lonmin considers spend
in social initiatives as an investment and a business imperative for sustainability.
The Group’s New Order Mining Rights include detailed obligations set out in social and labour plans agreed with the
South African Department of Mineral Resources. The Group is also required to achieve a compliance level of at least
26% of ownership by Historically Disadvantaged South Africans (HDSAs) under the Mining Charter and to comply with
certain obligatory targets under the Mining Charter.
For over 20 years, the Group paid royalties into a trust fund for the benefit of the Bapo Community. The royalty stream
was subsequently converted into equity ownership as part of the three BEE transactions which were completed in
December 2014. In connection with the Bapo Community BEE transactions, the Bapo Community was also granted
the opportunity to participate in the Group’s procurement and business value-chain activities. The Bapo Community
therefore forms an integral part of the Group’s HDSA ownership profile which is an important aspect of maintaining the
Group’s mining licences and building sustainable relationships with the communities that host its operations.
Lonmin believes in developing leadership in the communities in which it operates. For example, the Group has
invested in local schools, in the belief that education has the power to transform lives and also the money earned by
those who attend the schools will ultimately flow through to the benefit of other community members. The Group also
has an active bursary programme supporting students at university and is proud that approximately 50% of the
students it supports and sponsors have been drawn from the GLC.
Our community investment focus also ties into the impact we have on our labour-sending areas as well as the local
communities who host our operations. The long-term feasibility of mining operations relies upon the well-being of all
these communities. Conversely, our business has a finite life span and we are responsible for the continued
sustainability of these communities. Through education, health and infrastructure programmes we aim to address
the challenges faced in the GLC, which were partially created from the legacy of migrant labour to the mines and the
historical inequalities of economic opportunity. Our programmes provide us with a pipeline of skilled local employees
and increased procurement from the local community.
The Group also donated 50 hectares of its property to the South African Government for the building of
accommodation for local community members and employees and has made significant progress including the
building of infill apartments
Lonmin is supportive of and commits to participate in the South African government’s National Development Plan
(NDP). The NDP’s priorities include raising employment through faster economic growth and improving the quality of
education, skills development and innovation. The global economy is in a down cycle and to ensure sustainability of its
business, Lonmin has had to take rough action and sadly 6,000 jobs are affected in the short term. The long term
fundamentals of PGM’s remain attractive and Lonmin’s sustainability is important in order to create more jobs when
the global economy recovers.
4.4
Farlam commission
We have given the Farlam Report our detailed considered review and have begun implementing its recommendations.
See page 51 in the Performance section for further details.
Lonmin Plc
Annual Report and Accounts 2015
/ 21
Our Strategy
4
Our Corporate Citizenship Agenda (continued)
4.5
Human Rights
Further details can be found on Lonmin’s website: www.lonmin.com
Governance
In the past three years, the Company has overcome various challenges, particularly in the area of security on the
property. We implemented a formal Security Risk Management Policy and Security Code of Conduct, both of which
are aligned with international best practice. All of our security personnel are trained in our security policies and in
human rights and ethical behaviour.
02 /
Suppliers are subject to a process of review against a range of environmental, safety and social responsibility criteria
before they are formally registered as vendors. Contractual agreements with suppliers contain clauses pertaining to
human rights requirements. Suppliers are screened for all new vendor applications.
Strategic Report
In order to meet our responsibility to respect human rights, we have implemented certain processes on an ongoing
basis, which include communicating this Policy both internally and externally to all of Lonmin’s stakeholders. Human
rights are communicated to employees and contractors through training and induction programmes and annual
refresher training. These sessions inform attendees of their rights, expectations, standards and mechanisms to report
grievances or incidents, which include a toll free ethics hotline service.
01 /
Lonmin is committed to respect the human rights of those interested and affected by the Company’s operations.
This national and international commitment is contained in our Human Rights Policy, which was updated this year
following a periodical review. Along with human rights contained in the Constitution of the Republic of South Africa,
the Policy has regard to the International Bill of Human Rights, which includes the United Nations Universal Declaration
of Human Rights and the International Labour Organisation Declaration on Fundamental Principles and Rights at
Work. The policy is also informed by the United Nations Guiding Principles on Business and Human Rights which
are a global expectation of all business enterprises for managing human rights risks linked to their business activities.
The commitments contained in the Policy have been incorporated into the Lonmin Sustainable Development Standards.
03 /
Financial Statements
04 /
A Deeper Look
THE PLATINUM INDUSTRY IN GENERAL
AND LONMIN IN PARTICULAR HAS
ENDURED ONE OF THE TOUGHEST
YEARS. IN THIS REGARD, THE GROUP
HAS TAKEN TOUGH DECISIVE ACTION IN
AN EFFORT TO EFFICIENTLY REPOSITION
THE BUSINESS FOR SUSTAINABILITY AS
THE LONG TERM PROSPECTS OF THE
PGM PRODUCTS REMAIN ATTRACTIVE.
05 /
Shareholder Information
www.lonmin.com
/ 22
Lonmin Plc
Annual Report and Accounts 2015
Market Review
Market Review and Outlook
AUTOCATALYSTS REMAIN THE
MAIN END USE FOR PLATINUM,
PALLADIUM AND RHODIUM WHILST
JEWELLERY NOW REPRESENTS
37% OF PLATINUM DEMAND
Overview
During the year under review, the platinum price has fallen
to the point that the metal is now oversold. The deficit
market of 2014 is now shifting back towards balance as
the recovery of supply closes the gap to demand.
Autocatalyst demand is growing, particularly in Western
Europe with the introduction of Euro 6 emissions legislation
for all vehicles in 2015. Platinum demand was supported
by buying on price dips in late 2014 and early 2015.
After significant growth, Chinese jewellery demand is
forecast to fall between 3 and 7% this year. Sales have
been affected by the falling local stock market, fewer
weddings and lower platinum jewellery marketing
expenditure. Fabricators did not use the weaker price
environment as an opportunity to stock up throughout
the year. However, the strongest buying was evident in
September, giving leave for cautious optimism for a
recovery as retailers destock.
Sales
In 2015 Lonmin sold 751,560 ounces of platinum into the
market. Platinum sales contributed 64% of our turnover.
Palladium was the second highest contributor to the
revenue basket with the 347,942 ounces, sold constituting
19% of Lonmin’s income. Combined sales of rhodium,
ruthenium and iridium contributed a further 9% and Gold
and base metals made up the balance.
PGM Prices
During the financial year platinum underperformed both
palladium and gold. The recovery of platinum supply,
combined with downgrades to global growth and the
softening in jewellery sales were primary reasons for
platinum’s underperformance.
At the start of the 2015 financial year, the platinum spot
price traded at $1,274 per ounce but ended the year at
$916 per ounce, a drop of 28%. Compared to 2014,
average prices were down 20% at $1,134 per ounce
for the year.
Rebaone Godwin Modisapudi is an operator at the Base
Metals Refinery.
Rhodium performance also impacted the PGM basket,
with excess selling resulting in a 38% decline during the
financial year to end $760 per ounce.
Lonmin Plc
Annual Report and Accounts 2015
/ 23
Market Review
FY 2014: 1,426 $/oz
FY 2015: 1,134 $/oz
1,200
$ per ounce
1,100
1,000
FY 2014: 1,106 $/oz
FY 2015: 1,075 $/oz
900
800
700
2015
2014
Variance
South Africa
Zimbabwe
North America
Russia
Other
4,104
363
377
705
218
3,119
403
394
739
224
31.6%
(9.8)%
(4.2)%
(4.6)%
(2.5)%
Primary supply
Recycling
5,767
2,058
4,879
2,003
18.2%
2.8%
Total
7,825
6,882
13.7%
FY 2014: 787 $/oz
FY 2015: 737 $/oz
Jan-15
Platinum
Apr-15
Rhodium
Jul-15
Palladium
Source: Bloomberg
Market Outlook 2016
Forced closures of mines or shafts may be inevitable
across the industry in 2016, as minor adjustments to
supply will not be enough to rebalance the market if
current low prices were to prevail.
Financial Statements
04 /
A Deeper Look
The diesel market is vital for platinum, but less so for
palladium and rhodium. The platinum used in heavy
duty diesels is largely ‘captive demand’, as diesel
powertrains are expected to be the dominant choice
for the foreseeable future. The risk applies only to light
duty vehicles, where gasoline vehicles with much
lower platinum content are a ready substitute.
Nonetheless, diesel remains essential to meet
stringent carbon dioxide targets in Europe.
Furthermore, outside Europe the fundamentals remain
in place for growing platinum autocatalyst demand, as
half of the world’s vehicles still do not comply with the
latest emissions legislation, which would benefit
demand for platinum.
The basket price has fallen below the 50th centile of
the cost curve of production; an unsustainable level.
In 2015, around 4% of global primary supply has
been closed or deferred, with substantial capital
expenditure postponed. So far, producers have cut
capital expenditure and announced delays to shafts
and some closures.
03 /
Reporting of how the VW diesel crisis might affect
PGMs has been varied. The story broke in the US
and added to the negative view of diesels that has
prevailed in Europe for much of the past year.
However, the crisis highlights the need for tightened
and harmonised legislation worldwide which would
require more platinum demand.
The global primary supply forecast is 5.8 million ounces
for 2015, an 18.2% recovery on 2014, but continuing
the downward production trend since 2006. South
African supply is forecast to increase by 32% year
on year to 4.1 million ounces, while output from
Zimbabwe drops 10% year on year to 363,000 ounces
and price-induced guidance revisions in North America
may result in a 4% decrease in production.
Governance
500
Oct-14
Source: SFA (Oxford)
02 /
600
2015 Supply Review (thousand ounces)
Region
Strategic Report
1,300
Depending on jewellery fabricator buying strength in
the second half, there is a risk is that China jewellery
demand could fall further this year. Nevertheless,
demand is growing elsewhere partially offsetting this.
The Indian market is a brighter prospect, with
purchasing expected to be up by 28% in 2015,
though off a small base.
01 /
Palladium outperformed on a relative basis, but was
hit by news of slowing growth in China impacting car
sales and therefore palladium demand. Prices were
down 6% compared to the previous year and fell 13%
during the course of 2015. The announcement of
stimulus measures by China and the possibility of
increased gasoline vehicle sales owing to the
Volkswagen (VW) scandal saw prices recover from
below $600 per ounce to $664 per ounce at the end
of the financial year.
05 /
Shareholder Information
www.lonmin.com
/ 24
Lonmin Plc
Annual Report and Accounts 2015
Market Review
Demand in 2015
Autocatalysts remain the main end use for platinum, palladium and rhodium, driven by tightening emissions legislation
and rising vehicle ownership around the world. Total autocatalyst demand (diesel, gasoline and non-road) is just
ahead of jewellery, but jewellery demand in 2015 is expected to surpass diesel autocatalyst demand.
2015 Platinum Demand
(8.0 million ounces)
Non-road 2% Other 4%
Petroleum 2%
Glass 2%
Medical & Biomedical 3%
Electrical 2%
2015 Palladium Demand
(10.0 million ounces)
2015 Rhodium Demand
(1.0 million ounces)
Dental 4% Other 1%
Medical & Biomedical 2%
Electrical 1%
Chemical 8%
Electrical 9%
Autocatalyst 41%
Other 5%
Chemical 5%
Jewellery 3%
Chemical 7%
Autocatalyst 77%
Jewellery 37%
Source: SFA (Oxford)
Platinum
Palladium
Rhodium
Autocatalyst
Autocatalyst demand is forecast
to grow by 4.5% compared to
2014 as diesel’s share held up
for the first half and higher PGM
loadings were needed for Euro
6 light- and heavy-duty
emissions legislation.
This is the dominant demand
sector for palladium and is
forecast to be 2.7% higher than
2014, moderated by slowing
vehicle sales growth in the main
markets of China and the US.
Automotive requirements
for rhodium in both gasoline
(three way catalysts) and diesel
(lean NOx trap) autocatalysts
continued to grow, though facing
substitution threats from
palladium in gasoline and
selective catalytic reduction
technology in diesel.
Jewellery
Chinese demand expected
to be down between 3%-7%
compared to 2014, but the
PGI maintain that the full year
forecast remains dependent
on the second half in China.
Demand for palladium jewellery Small but stable demand in
is forecast to decline by 1.5% plating white gold pieces.
in 2015 due largely to lack of
product identity or marketing
support.
Investment
Investment in ETFs grew by
3.9% (106,000 ounces) in the
first nine months of 2015. ABSA
SA ETF grew from 1.2 million
ounces at the end of 2014 to
1.4 million ounces at the end of
September 2015 while ETF
holdings outside South Africa
fell by 92,000 ounces.
Palladium ETFs fell from 2.94
million ounces at the end of
2014 to 2.76 million ounces in
the first nine months of 2015.
South Africa holdings increased
by 7% (85,600 ounces) to
1.3 million ounces, accounting
for 47% of global holdings.
Petroleum
Consumption in petroleum
N/A
sector continued to rebound,
following a dip in 2013.
Demand is forecast to increase
by 60,000 ounces to 177,000
ounces in 2015.
Chemical
Propane dehydrogenation
capacity growth in North
America and greater nitric acid
production in the rest of the
world is expected to lead to
a growth of around 4.4%
for platinum.
Demand is forecast to increase N/A
by 2%.
Electrical
Demand is anticipated to fall
by 5.7% (11,000 ounces),
owing primarily to a slump
in HDD shipments in the first
half of 2015.
Demand is expected to fall
by 26,000 ounces, due to
on-going substitution and
thrifting by fabricators.
The rhodium ETF lost 5,000
ounces closing at 104,000
ounces at the end of
September 2015.
N/A
N/A
Autocatalyst 84%
Lonmin Plc
Annual Report and Accounts 2015
/ 25
Market Review
Platinum
Palladium
Rhodium
Demand forecast to fall by
N/A
12.1% (20,000 ounces), owing
to lower usage in all regions,
excluding Japan. Plant closures
are expected to reduce new
metal requirements.
Demand fell by 3,000 ounces.
Medical &
Biomedical
Demand should grow in line
with global GDP growth, as
more people are treated.
N/A
Non-road
Engines
Non-road heavy duty vehicles N/A
are increasingly legislated and
the introduction of Stage 4
in Europe and Tier 4 final in
North America has increased
platinum demand through the
use of diesel oxidation catalysts
and diesel particulate filters.
Demand growth expected in
line with global GDP growth.
01 /
Glass
Strategic Report
N/A
02 /
Automotive/Transport
Other uses
Fountain pens
Ceramic glaze
Razor coating
Smoke and carbon monoxide detectors
Forensic Staining
Shareholder Information
www.lonmin.com
Jewellery
05 /
Multi-layer ceramic capacitors
Computer hard disk drives
Electrodes and other electronics
Chip resistors
Aural & retinal implants
Pacemakers & defibrillators
Catheters & stents
Neuro-modulation
Cancer treatments – pharmaceuticals
Neural implants for Parkinson’s disease
Dental alloys
A Deeper Look
Electronics
Medical
04 /
Air purification panels
Ethylene absorber
Water treatment
Financial Statements
Environmental
Crucibles for electronic crystal growth
Vessels and tooling for glass production
Glass fibre production
Production of nitric acid
Acetic acid production via Cativa process
Production of paraxylene
Production of polyethylene terephthalate
Production of caustic soda
Production of cyclohexane for nylon
Production of speciality silicones
Synthetic rubber
Thermocouples
03 /
Catalytic converters
Fuel cells
Petroleum refining
Antilock braking systems
Airbag initiators
Engine management systems
Aircraft turbines
Sensors; oxygen and NOx
Spark plugs
Industrial
Governance
Products containing or made via Platinum Group Metals
/ 26
Lonmin Plc
Annual Report and Accounts 2015
Principal Risks and Viability
LONMIN’S PRINCIPAL RISKS ARE DESCRIBED ON THE FOLLOWING PAGES
TOGETHER WITH THEIR POTENTIAL IMPACT, MITIGATING STRATEGIES AND THE
PERCEIVED CHANGE IN THESE RISKS SINCE THE PREVIOUS FINANCIAL YEAR.
These risks have been ranked on a residual basis according to the magnitude of potential impact, probability of
occurrence and taking into account the effectiveness of existing controls. The risks represent a snapshot of the
Company’s current risk profile. This is not an exhaustive list of all risks the Company faces. As the macro environment
changes and country and industry circumstances evolve, new risks may arise or existing risks may recede or the
rankings of these risks may change.
1.
Failure to complete the rights issue and refinancing
Description
The five month strike action in 2014 reduced
the Company’s sales of metal below levels
previously expected, such that significant
fixed costs could not be recovered as
production effectively stopped for the
duration of the strike. The impact of the
2014 strike was exacerbated by weakness
in the PGM pricing environment, which
further deteriorated during the year ended
30 September 2015. As a result, the Group
has experienced operating losses in each
of the last two financial years, which has
resulted in a deterioration in the Group’s
net debt position.
Impact
The Directors believe that the Group’s
operating cash position is such that, unless
the resolutions have been passed at the
2.
General Meeting convened by the Circular
dated 2 November 2015, Lonmin’s
proposed rights issue has been completed
and the amended facilities agreements
have come into effect, thereby removing
restrictions on the transfer of cash from
the Company to its operating subsidiaries,
Lonmin is unlikely to have sufficient funds
to meet its obligations and commitments
as they fall due.
Mitigation
Lonmin has published a circular and
prospectus proposing a rights issue to raise
approximately US$407 million in gross
proceeds (“Rights Issue”) and has signed
an amended facilities agreements with its
existing lenders providing for a total of
US$370 million (“Amended Facilities”).
The Amended Facilities will only come into
effect if a resolution approving the planned
Rights Issue to be held at a General
Meeting on 19 November 2015 is passed
by the Company’s shareholders and at
least $350 million of net cash proceeds
are received.
Change
This represents a risk not present in the
Company’s risk profile as at the date of
the previous report.
Further information on the
Rights Issue and Refinancing
>
42
[•]
+
135
Failure to implement its Business Plan
Description
In response to prolonged weakness in
PGM prices and the losses sustained as a
result of the 2014 strike action, the Company
has begun implementing a business plan
which aims to reduce fixed cost expenses,
remove high-cost PGM production ounces
and reduce capital expenditure, whilst
preserving the ability of the Group to
increase its production as and when PGM
prices improve (the “Business Plan”).
Certain factors may affect the implementation
of the Business Plan, for example, the
planned reduction in the workforce may not
run to schedule or there may be an adverse
reaction from various stakeholders, higher
costs than expected may be incurred in
connection with the implementation of the
Business Plan, the reduction in production
over the next two financial years as part
of the Business Plan may lower the
Company’s revenues and reduced capital
expenditure may result in more limited
growth opportunities for the Company in
the short to medium term. The Company
derives a substantial portion of its revenue
from sales to three key customers, the loss
of any one of which could affect the
Company’s financial position and its ability
to implement the Business Plan.
Impact
Any failure by the Company to successfully
implement the Business Plan or to achieve
the expected savings may affect the
Company’s business and financial condition.
To the extent a failure to implement the
Business Plan means Lonmin has insufficient
funds available to meet the needs of its
business, it may affect the Company’s ability
to continue as a going concern. The failure
to address operational difficulties could
prevent Lonmin from reaching its production
and sales targets, reduce cash flows,
increase unit costs and result in the
incurrence of further consequential losses,
any of which could affect the Group’s
business and financial condition.
by the appointment of a COO. Detailed
plans are in place for the immediate future
which are stretching and which will be
incentivised through the Company’s
remuneration arrangements.
The Company also has established and
long-standing relationships with its
customers with multi-year contracts in
place or under negotiation. Additional
metal sales are made in the spot market.
Change
The failure to implement the Business Plan
or more general operational plans is an
existing risk, however, due to the potential
impact on the business and financial
condition, the relative ranking of this risk
has increased compared to the prior year.
Further information on the
Business Plan
Mitigation
>
The Company’s business plan has been
developed in detail by the Company’s
management and reviewed by external
experts. The Company has an experienced
management team, most recently augmented
14
[•]
Lonmin Plc
Annual Report and Accounts 2015
/ 27
Principal Risks and Viability
1.
Failure to complete the rights issue and refinancing
6.
Community relations
2.
Failure to implement its Business Plan
7.
Access to secure energy and water
8.
Changes to the political, legal, social and economic environment
including resource nationalism
3.
Impact of metal prices and Rand/US dollar exchange rate
4.
Employee and union relations
5.
Safety
9.
Lack of geographical diversification
10.
Loss of Critical Skills
01 /
Impact of metal prices and Rand/US dollar exchange rate
Description
prices have not adjusted in recent periods,
and may not adjust in future periods, to
reflect the costs of production in the PGM
industry and as such have not provided,
and may not provide, the Company
protection from movements in the Rand US
dollar exchange rate and increases in Rand
production costs. Persistent PGM price
weakness has had an adverse effect on,
and may continue to adversely affect, the
Company’s business and financial condition.
Impact
The Company does not, in general, hedge
either metal prices or currencies, but notes
that over long periods these two risks tend
to offset each other, although there can be
no certainty that this is true over the short
to medium term.
Change
Further information on
exchange rate
>
162
[•]
Financial Statements
Risk in this area remains unchanged from
2014 as metal and currency markets
continue to remain volatile accompanied by
the significant decline in the platinum price.
03 /
For the year ended 30 September 2015,
the Company had an operating loss of
US$2,018 million (including a special
impairment charge of US$1,811 million
related to the Company’s Marikana,
Akanani and Limpopo assets largely driven
by a decline in long-term PGM price
assumptions and changes in assumptions
regarding production levels and other
factors under the Business Plan). Due to
limited forward visibility, any changes in
the levels of production and/or sales by
the Company in response to present or
projected PGM prices could be based on
inaccurate estimates as to future market
prices. In addition, US dollar PGM market
Mitigation
Governance
In addition, the Company’s profits are
sensitive to the Rand/US dollar exchange
rate because the majority of its revenues
derive from sales denominated in US dollars
whilst the majority of its operating costs,
capital expenditures and taxes are incurred
in Rand. The Company presents its accounts
in US dollars. Appreciation of the Rand
against the US dollar therefore increases
the Company’s operating costs when they
are translated into US dollars, resulting in
lower profit and operating margins.
02 /
The Company derives its revenues and
a significant proportion of its operating
cash flow from the production, processing
and sale of PGMs, particularly platinum,
palladium and rhodium and, to a much
lesser extent, from the sale of other PGMs,
including gold, ruthenium and iridium. The
majority of the Company’s sales of PGMs
are made under multi-year contracts at
prices related to certain average market
reference prices for the month in which the
sale occurs, such that the Company is a
price-taker rather than a price-maker. The
remainder of the Company’s sales of PGMs
are made in the spot market at prevailing
market prices. Accordingly, the Company’s
revenues are dependent on the prevailing
market prices for PGMs, which are outside
its control. As a result, the Company’s
financial performance has been and is
expected to continue to be significantly
affected by the market prices of the PGMs
that it sells, particularly the prices of platinum,
palladium and rhodium. The market prices
of PGMs historically have tended to
fluctuate widely from the impact of normal
demand and supply factors.
Strategic Report
3.
04 /
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
/ 28
Lonmin Plc
Annual Report and Accounts 2015
Principal Risks and Viability
4.
Employee and union relations
Description
The industrial relations environment has
stabilised over the last 12 months, evidenced
by the Voluntary Separation Programme
(“VSP”) currently underway. The Company
has also undertaken two parallel
consultation processes under the Section
189 framework in connection with its
planned workforce reductions. While the
environment has remained stable, the
potential for volatility remains and could
result in disruptions to operations and have
a material adverse effect on the Group’s
financial position, business and results
of operations.
In the wake of the unlawful work stoppage
and related violence, unrest and tragic
deaths at Marikana in 2012 (the “Events
at Marikana”), a commission of inquiry
under the chairmanship of retired Judge
Farlam (the “Marikana Commission”)
was established to investigate the Events
at Marikana and contributing factors.
The report of the Marikana Commission
(the “Marikana Commission Report”) was
released on 25 June 2015 and included
a number of findings in relation to the
tragic Events at Marikana. In relation to
Lonmin, the Marikana Commission Report
concluded that:
Once a new union has gained an initial
level of membership, it may seek formal
recognition by the Group and may also
request collective bargaining rights.
To demonstrate its power base, a new
or expanded union may also instruct its
members to commence certain forms of
industrial action, such as working-to-rule
and a refusal to work overtime. Furthermore,
the risk of labour disruptions may be
increased by the difficulties inherent in
counting union membership, disputes
between unions in relation to changes in
their membership levels and any
renegotiations of union recognition
agreements arising from such changes,
resulting in further union membership
recruitment drives and labour unrest.
A continuation of weak PGM prices or a
further deterioration in economic conditions
may necessitate further reductions in the
Group’s workforce. Workforce reductions
may result in strikes, industrial relations
disputes and other related disruptions to
production that could adversely affect the
Group’s business, financial condition,
results of operations and prospects.
The summons demands that Lonmin pay
damages of approximately ZAR1.14 billion
($82.6 million equivalent based on a
Rand/US dollar exchange rate of ZAR13.83
to $1.00). In addition, Lonmin has received
eight other civil claims relating to the events
at Marikana which, in aggregate, seek
damages of approximately ZAR30 million.
Mitigation
Since the Events at Marikana in 2012,
the Company has made progress toward
a more constructive relationship with its
collective bargaining partners and
employees. A relationship building
programme and charter to govern relations
between unions and the company have
been established. In order to increase
employee ownership in the Company an
Employee Share Ownership Programme
has been launched and to improve
transparent dialogue appropriate structures
have been established to enable effective
union engagement. These structures
include consultation on the VSP as well
as Section 189 processes.
The Company denies the allegations made
against it by the 329 claimants on the
Work slowdowns, stoppages, high levels
basis that the allegations are legally and
of absenteeism, disputes and rivalries with, factually unfounded and unsustainable and
within or between employee unions or other therefore intends to defend itself in these
• the Company failed to adequately protect labour-related developments or disputes
court proceedings.
its workers during the Events at Marikana have contributed, and may continue to
Lonmin is fully committed to participating
and failed to inform employees of the
contribute, to a significant decrease in the
in
any meaningful reconciliation process
dangers of attending work and withdraw Group’s production levels and adverse
with respect to those who were injured
their call to work during the strike;
publicity. The Company has also experienced
or arrested during the Events at Marikana.
and is subject to the risk of violent and
• the Company failed to comply with
In addition, through the Sixteen-Eight
protracted labour disputes, which could
housing obligations under the social and
Memorial Trust, the Company is supporting
result in employee injuries and fatalities,
labour plans submitted to and approved
the primary, secondary and tertiary
cause significant disruption to its production
by the DMR in connection with the
education needs of the children of the
and harm to its assets and its relationship
Company’s applications to convert to
families that tragically lost loved ones in
with its employees. In addition, many of the
New Order Rights, which created a
the Events at Marikana.
contractors who provide services to the
climate conducive to unrest amongst
Company, such as shaft sinking and ore
the workforce; and
reserve development activities, are also
Further information on the
employee and union relations
unionised, and the Group’s operations
• the Company did not use its best
may be adversely affected by labour
endeavours to resolve the disputes
> 51
[•]
disputes between these contractors and
arising between itself and its striking
their employers.
workers and did not respond
appropriately to the threat and outbreak
In relation to the Marikana Commission’s
of violence.
findings, the Company cannot predict the
outcome of any legal, governmental or
Impact
regulatory proceedings which may follow
A substantial majority of the Group’s
or the precise impact these may have on
workforce is represented by AMCU.
its business. Adverse legal, regulatory and
There are also several minority unions,
governmental proceedings or judgements
two of which have limited organisational
could, however, result in restrictions or
rights. Relations amongst the unions have
limitations on the Company’s operations,
been characterised by a high degree of
significant economic costs and a material
rivalry and volatility and a substantial
adverse effect on the Group’s reputation
number of workers have on occasion
and financial condition. On 20 October
switched allegiance between unions.
2015, Lonmin was served with a summons
Recruitment drives by rival unions can
from the High Court of South Africa issued
sometimes be accompanied by coercion
and intimidation of the workforce and other on behalf of 329 persons who were
allegedly injured and/or arrested during
unions not currently recognised by the
or in the aftermath of the police activities
Group have also actively sought to recruit
in respect of the Events at Marikana.
members within the Group’s workforce.
Lonmin Plc
Annual Report and Accounts 2015
/ 29
Principal Risks and Viability
5.
Safety
Description
Our belief is that Zero Harm is possible to
our employees and contractors and our aim
is to provide a safe working environment for
our employees, our contractors and the
communities we operate in. By the nature
of our mining activities we have inherent
risks that can cause fatalities or injuries.
>
36
[•]
Governance
6.
Further information on
safety
02 /
A failure in safety processes could result in
injury or loss of life, which would have tragic
implications for employees, their families
and the local communities. Stoppages may
be mandated by regulatory authorities,
imposed on the Company through the
actions of organised labour or voluntarily
entered into by management or any
combination of those factors. Safety-related
suspensions of operations, whether voluntary
or mandated by regulators, contribute to
Safety Improvement Plans are being
implemented with an enhanced focus on
accident analysis and pro-active preventive
measures. As part of improving relations
with the regulator and ensuring appropriate
accountability, the Operational General
Managers interact directly with the Chief
Inspector of the DMR. In order to improve
and enhance employee productivity a
wellness and health improvement plan has
also been established. Lonmin focuses
on continuously improving its operational
safety processes and as part of enabling
this, a revision of all risk assessments,
standards & operating procedures headed
by the Operational General Managers
was undertaken. A clearly defined
employee safety engagement strategy
has been established with safety protocols
and standards which are monitored and
managed by various operational committees
and ultimately the Executive Committee.
The relative ranking in this risk has reduced
as a result of a change in the rankings of
other risks and does not reflect a change
in the Company’s perception of the
importance of safe production. The safety
environment has deteriorated as
demonstrated by the LTIFR which increased
in 2015 to 5.41 per million man hours
worked from 3.34 in 2014 and the number
of Section 54 stoppages also increased
during the year. Regrettably, we suffered
3 fatalities during the year and another
fatality following the conclusion of the
financial year but prior to the publication
of this report. We continue to engage and
build relationships at various levels of
management with the DMR and always
strive to upkeep a safety mindset.
Strategic Report
Poor safety performance has direct impacts
on the life of employees, contractors and
their families and risks such as fall-of-ground,
tramming, working at heights, scraping and
rigging incidents, exposure to gases, fire,
molten metal, electrocution and many other
hazards have to be controlled to reduce
and eliminate fatalities and injuries.
Mitigation
Change
01 /
Impact
disruption of production reduced revenues
and increased unit costs, which could have
a material adverse effect on its business,
financial condition, results of operations
and prospects.
Community relations
Description
Change
Further information on
community relations
>
56
[•]
Shareholder Information
The Company’s relationships with the local
communities that surround our operations
has been adversely affected in recent
months due, in part, to a stakeholder
engagement process that was not well
received by the local communities.
05 /
As part of enhancing relations with
communities, the Company has reviewed
its engagement process and implemented a
revised stakeholder management process.
In order to improve governance and project
execution of community related investments,
a procurement framework with appropriate
A Deeper Look
www.lonmin.com
Mitigation
04 /
Deteriorating relationships with the local
communities as a result of poor services
and high unemployment can result in civil
unrest which could severely disrupt our
operations. As many of our employees
live locally, any disruptions within the
communities and poor living conditions
can have a direct impact upon production.
The failure to deliver social upliftment
projects, triggering protests or violence,
and corporate reputational damage can
result if the relationships with these
stakeholders are not managed effectively.
The environmental, health and social
impacts of mining can be felt by those
communities who live and work in close
proximity to the operations.Even though
the Group engages regularly with
representatives of the local communities,
there can be no certainty that unrest will
cease or moderate. Community unrest
A minority group within the larger Bapo
Community launched an application in
the High Court of South Africa (Gauteng,
Johannesburg) on 4 June 2015 to have
the Bapo Transaction invalidated, principally
on the basis that the Bapo Traditional
Council was not properly constituted and
did not follow Bapo customary law in
obtaining the Bapo Community’s approval
of the Bapo Transaction. If the Bapo
Transaction is ultimately invalidated, the
Group,may have to conclude a further
transaction with an HDSA group in order
to reinstate its 26 per cent. HDSA equity
ownership. The applicants have taken
no legal steps to progress the application
since 4 June 2015.
project management office capabilities
has been established. Other aspects
of community investment included the
establishment of a Cadette Training
programme as part of the company
enhancing its potential future employment
capacity. Formal engagement structures
have also been established in the form
of bilateral forums with the Bapo and
Madibeng Rustenburg communities.
The engagement meetings address
employment, economic development,
community infrastructure programmes and
the SLP status. Lonmin also entered into
mediation proceedings with the Bapo
community to improve relations. The Bapo
Transaction and Lonmin’s other BEE
transactions announced in November 2014
resulted in the establishment of two
community development trusts, each
receiving a minimum of R5 million per annum,
and an undertaking by the Company to
provide the Bapo with R200 million of
procurement opportunities.
Financial Statements
Impact
has resulted, and may in the future result,
in employee injuries, disruptions to mining
and processing operations and harm to
the Group’s assets. In addition, certain
procurement opportunities granted to
the Bapo Community under the Bapo
Transaction may be a source of tension
between the Bapo Community and
other community parties interested in
the same opportunities.
03 /
In line with a number of mining companies
operating in South Africa, the Company has
also experienced high levels of community
unrest in the areas adjacent to its operations.
These could persist or worsen in scale,
intensity and duration. Mining is conducted
in areas where communities are present and
the communities have various expectations
of the mines such as employment
opportunities, socio-infrastructure support
and business opportunities. When these
expectations are not met it may result in
conflict and unrest.
/ 30
Lonmin Plc
Annual Report and Accounts 2015
Principal Risks and Viability
7.
Access to secure energy and water
Description
Recent increases in electricity tariffs, the
Company’s inability to reduce this cost any
further, its reliance on sole state-owned
suppliers along with unreliable electricity
supply have severely compromised Lonmin’s
operations and margins. Rolling power
outages, voltage imbalances or reductions
in availability may restrict production or
could require Lonmin to shut down
production. A more stable electricity
environment, in terms of both pricing and
supply is therefore critical. Water utilization
has also been challenging; both from an
infrastructure point of view as well as
availability. Lonmin’s smelting, mining and
refining activities require significant amounts
of water and shifting rainfall patterns and
increasing demands on the local water
supply have and will in the future caused
water shortages.
Impact
Supply constraints in respect of energy or
water could impact upon our ability to
operate effectively and meet our production
targets. Furthermore, cost increases in
respect of these utilities impact our margins.
8.
Water availability is becoming a critical
component of any business to survive and
still remains a basic human need.
Government must find the balance between
authorizing water uses and also supply
water and deliver services as required by
communities: however this is very
challenging, especially due to informal
settlements and pressures from development.
Mitigation
The Company recognises that the national
power utility is experiencing challenges in
terms of supplying energy in terms of
required national demand. As part of
ensuring optimal electricity usage, Lonmin
is a member of the Eskom energy intensive
user groups, as well as conducts Monthly
and Daily electricity consumption and
reporting. Additional initiatives to ensure
optimal usage is the Electricity conservation
programme and loadshedding contractual
agreements to manage supply side
constraints. As part of ensuring appropriate
continuity during an outage the Company
has implemented risk based scenario
planning based on available ESKOM
capacity. From a water optimisation
perspective the company has implemented
and monitors water conservation and
demand management initiatives.
Change
Any further increases in electricity prices,
which may be at similarly high levels, will
contribute to higher operating costs for
Lonmin, leading to lower operating profits
and cash flows, as well as hampering
growth and development of new projects
and affecting their financial viability. Any
cuts and interruptions in the supply of
electricity could also lead to disruptions to
production and have a material adverse
effect on the Group’s business, financial
condition, results of operations, ability to
meet our production targets and prospects.
Risk in this area has increased due to aging
power stations, resulting in an increased
amount of unplanned outages.
Further information on
access to secure energy and water
>
57
[•]
Changes to the political, legal, social and economic environment including resource nationalism
Description
Impact
The Company is subject to the risks
associated with conducting business in
South Africa including but not limited to
changes to the country’s laws and policies
in connection with taxation, royalties,
divestment, currency, labour standards,
historic and cultural preservation, repatriation
of capital and resource nationalism.
Resource nationalism is a broad term that
describes the situation where a government
attempts to assert increased authority,
control and ownership over the natural
resources located in its jurisdiction (with
or without compensation). It is a global
phenomenon, not limited to a single country.
In South Africa, the threat of nationalisation
has previously been rejected, however,
debate continues regarding future policies
relating to South Africa’s natural resources.
A wide range of stakeholders have proposed
ways in which the state could extract
greater economic value from the South
African mining industry. The Company
cannot predict the outcome or timing of any
amendments or modifications to policy or
applicable regulations or the interpretation
thereof, the implementation of new policies
or regulations and the impact these may
have on Lonmin’s business. The ongoing
debates in respect of resource nationalism
have created policy uncertainty and this
has led to a decline in investor appetite
for South African investment risk. If some
of the issues under consideration are
implemented this could have a material
adverse effect on the Group’s future
operational performance and financial
position. For example, profits could be
negatively impacted by the imposition of
additional taxes and revenues could be
impacted by the sale of metals at discounted
developmental prices. Any implementation
of an obligation to sell one or more PGMs
locally could impact long-term supply
agreements with our customers and give
rise to concerns about security of supply
from South Africa. The costs associated
with compliance with existing laws and
regulations are already substantial: possible
future changes to laws may cause us to
incur additional expense, capital expenditure
or operational restrictions or delays.
Lonmin is also heavily regulated by a vast
array of regulatory requirements including
the Mineral and Petroleum Resources
Development Act (“MPRDA”). This legislation
is critical as it impacts Lonmin’s operating
license and prospecting and mining rights.
Alongside these legal and regulatory
obligations and, equally critical, are the
Company’s social responsibility obligations
by which we earn our social licence to
operate in the communities that host
our operations.
Lonmin’s New Order Mining Rights are
conditional upon the performance of
obligations set out in the social & labour
plans agreed with the Department of
Mineral Resources (“DMR”) and which
detail the Group’s responsibilities under
the Mining Charter. Failure to meet these
obligations can impact Lonmin’s operating
licence and could ultimately lead to the
suspension or cancellation of its mining
rights and the suspension or disposal of
some or all of its operations in South Africa.
A failure by Lonmin to meet its obligations
could also result in deteriorating relationships
with our stakeholders, reputational damage,
regulatory fines and other punitive
measures. Although the Directors believe
that Lonmin has achieved the 26 per cent.
HDSA equity participation target required
under the Mining Charter, it has not
received formal confirmation from the
DMR that the target has been met and
there can be no assurance that the
methodology used by the Company for
measuring HDSA ownership could not be
subject to challenge by the DMR, HDSA
investors or BEE partners.
The Group provided funding to Shanduka
Resources (Pty) Limited in 2010 to
enable Shanduka to acquire, through
a number of intermediary companies,
an 18% interest in the Group’s principal
operating subsidiaries, WPL and EPL.
Lonmin Plc
Annual Report and Accounts 2015
/ 31
Principal Risks and Viability
8.
Changes to the political, legal, social and economic environment including resource nationalism (continued)
Impact (continued)
The principal source of income to fund the
settlement of this loan is dividend flow from
WPL and EPL. There is a risk that, with no
obligation on the wider Shanduka Group,
the Shanduka subsidiary may not repay
the loan when it falls due.
>
50
[•]
Lack of geographical diversification
Description
Impact
Lonmin’s mining operations are concentrated
in one location and one sector, which
increases the level of risk in the event of
operational disruptions or, more broadly,
in the event of uncertainty in the macro
environment. PGM mining at Marikana
accounted for approximately 98 per cent.
of our total tonnes mined in the year ended
30 September 2015. In addition, our PGM
processing plants, other than the precious
metals refinery are also located nearby.
The Group’s financial performance is
The risk remains unchanged due to the
significantly dependent upon production at concentration of Lonmin’s operations
its Marikana operations and any interruption at Marikana.
could have an adverse effect on Lonmin’s
business and financial condition.
Mitigation Plans
Change
Further information
on exploration
47
[•]
03 /
Lonmin has developed a Business Plan
>
that drives cost savings and efficiency
improvement to enable the Group to endure
the low price environment, while also
retaining development and diversification
options in the longer term.
The risk remains unchanged. Although the
mining sector is currently shedding jobs
and more skills are becoming available in
the market, developing mines in other
African jurisdictions are attracting those
skills from South Africa.
Impact
The loss of critical skills could negatively
impact safety, production, the ability to
deliver against targets and Lonmin’s ability
to do so at a commercially viable cost.
Failure to meet our HDSA targets in regard
to skilled positions could also negatively
impact Lonmin’s mining rights.
Further information on the
loss of Critical Skills
52
[•]
05 /
Change
As part of ensuring the development
and retention of critical skills Individual
Development Programmes (IDPs),
succession planning and retention
strategies for scarce skills have been
established. Monitoring the remuneration
practices of Lonmin’s peers is ongoing.
Graduate development, mentorship
programmes & internship programmes
have also been established to ensure
development of existing and future human
resources capacity. In order to retain our
skilled labour, we continuously review
market related remuneration packages as
compared to the incentive and retention
schemes offered by Lonmin. This
continuous monitoring of remuneration
practices and matching the packages
offered by our peers in order to attract
and retain employees of a suitable calibre
can result in increased costs.
A Deeper Look
Mitigation
Increased global investment in mining over
the past few years, particularly in other
African states, has driven demand for skilled
workers around the world. The current
shortage of skilled and experienced
personnel in the mining industry in South
Africa is likely to continue in the future.
The competition for skilled and experienced
employees is exacerbated by the fact that
mining companies operating in South Africa
are legally obliged to recruit and retain
HDSAs and women with the relevant skills
and experience.
04 /
Description
Financial Statements
Loss of Critical Skills
>
Governance
10.
Further information on changes to the political, legal, social
and economic environment
02 /
9.
The risk and associated costs in this area
have increased due to uncertainty regarding
certain policy decisions, for example in
regard to Black Economic Empowerment
requirements and the possible designation
of one or more PGMs as strategic minerals.
In the DMR’s 2014 Mining Charter
compliance feedback, an 88% compliance
level was achieved based on an initial
electronic assessment, however, formal
confirmation of the Group’s compliance has
as yet not been received from the DMR.
Strategic Report
As part of ensuring ongoing proactive
compliance to required regulatory
requirements, regular engagement occurs
between the company and its various
regulators. Appropriate governance
structures in the form of EXCO and the
Board have been established to ensure
monthly reporting of progress against
agreed Social and Labour Plan targets.
Change
01 /
Mitigation
Lonmin and other mining companies are
continuing to engage with the South African
government and the broader community
in order to raise awareness of the risks
associated with resource nationalism. In
addition, issues of concern to stakeholders
are being addressed in the governmentdriven Project Phakisa. Project Phakisa
for the mining industry is scheduled to
commence during November 2015 and
is aimed at creating win-win solutions
for all industry stakeholders Lonmin is
also endeavouring to engage with
representatives of local communities,
but it has no certainty that community
unrest will cease or moderate.
Shareholder Information
www.lonmin.com
/ 32
Lonmin Plc
Annual Report and Accounts 2015
Principal Risks and Viability
Viability Statement
Principal risks facing the Group
The Board monitors the Group’s risk management and
internal control systems on an ongoing basis, and carries
out a robust assessment of the principal strategic risks,
their potential impact and the mitigating strategies in
place as described on pages 26 to 31 above. The principal
risks include those that would threaten the Group’s
strategic business model, future performance, liquidity
and solvency.
For the purposes of assessing the Group’s viability, the
directors focused their precise attention on the following
principal risks which are critical to the Group’s success:
•
Inadequate liquidity levels
The declining PGM price environment has put the
Group’s ability to generate cash under significant
pressure. Furthermore, the Group’s existing US
Dollar and Rand debt facilities mature in May and
June 2016 respectively.
•
Failure to deliver the required operational
performance
Failure to deliver against production and cost targets
due to a variety of reasons which include poor
productivity, safety stoppages, industrial action and
difficult geological conditions.
•
Metal prices and currency volatility
Factors exist which are outside the control
of management which can have a significant
impact on the business, specifically, volatility in the
Rand / US Dollar exchange rate and PGM
commodity prices.
As described on page 38 below, the Board and executive
management have reviewed the Group’s business and
capital structure and developed the Business Plan and
the revised capital structure incorporating the Rights
Issue and amended debt facilities in order to be able to
deal effectively with the principal risks outlined above.
View of the Primary Separations Department.
Lonmin Plc
Annual Report and Accounts 2015
/ 33
Principal Risks and Viability
How we assess the Group’s prospects
•
Higher than planned cash costs
A Deeper Look
Lower than planned production
04 /
A stronger Rand/US Dollar exchange rate
•
Financial Statements
Weaker USD PGM prices
•
03 /
•
Nevertheless, based on the Group’s expectation
that the conditions of the Rights Issue will be met,
and the robust assessment of the principal risks
facing the Group and their stress testing described
above, the Directors have a reasonable expectation
that the Group will be able to continue in operation
and meet its liabilities as they fall due over the period
to November 2018.
Governance
The financial forecasts from the WCM are then
subjected to stress testing using the key downside
risks listed below:
As detailed in the Going Concern section of the
Financial Statements on pages 135 to 136, the Rights
Issue and therefore the amended debt facilities which
only come into effect if the Rights Issue is completed,
are conditional, among other things, on Resolutions
being passed by shareholders at the General Meeting.
The need for shareholders’ approval of the planned
Rights Issue therefore represents a material uncertainty
that may cast significant doubt about the Group’s and
Company’s ability to continue as a going concern and
viability such that they may be unable to realise their
assets and discharge their liabilities in the normal
course of business.
02 /
The key assumptions applied in the LoBP and WCM are
disclosed on note 31 to the financial statements under
impairment of non-financial assets on pages 173 to 174.
Executive management has gone through an extensive
process of arriving at appropriate assumptions to
apply including the use of external expects such as
SFA Oxford for a review of PGM markets and SRK
Consulting to review the operational aspects of the
Business Plan. Market analyst and consensus views
on PGM price and Rand Dollar exchange rate outlook
were also taken into consideration. During the Board
Strategy Review described above, the Directors have
interrogated the key assumptions and have satisfied
themselves that they are appropriate.
Confirmation of longer-term viability
Strategic Report
Mining production and cost forecasts are then
aggregated with concentrating, processing and
overhead costs. Key financial assumptions including
PGM prices, Rand Dollar exchange rates and cost
escalations are reviewed and incorporated into the
LoBP. The LoBP output is incorporated into a Working
Capital Model (WCM) which produces short and
medium term financial forecasts. A detailed annual
budget covering the following year is prepared and
reviewed by the Board on an annual basis.
Given the inherent uncertainty involved in setting key
financial assumptions, specifically PGM prices and
Rand Dollar exchange rates, the period over which
the Directors consider it possible to form a reasonable
expectation as to the Group’s longer term viability,
based on the planning and the stress testing described
above, is the 3 year period to November 2018. Within
the context of the planning cycle described above,
the Directors have tested the scenarios that threaten
the solvency and liquidity of the Company. While there
are clearly not implausible combinations of prices and
foreign exchange that would threaten the solvency
and liquidity of the Company over the next three
years, the Directors believe that there is a sufficiently
large gap between the most likely assumptions and
those that threaten the Company’s solvency and
liquidity to conclude that the Company is viable
over that period.
01 /
The Board Strategy Review is performed on an annual
basis where the Board and executive management
discuss and debate the Group’s strategy. The Board
Strategy Review considers scenario analysis to
encompass a wide spectrum of potential outcomes
for key global uncertainties. Executive management
prepare a Life of Business Plan (LoBP) which spans
in excess of 40 years detailing operational plans to
exploit the Group’s long life mineral resources. The
LoBP forecasts total mining production volumes and
costs over the life of mine based on geological
modelling and capital expenditure budgets. Capital
allocation is determined based on portfolio
optimisation models with the aim of ensuring that
capital expenditure is invested only in the most
valuable ore reserve development and expansion
projects that are available to the Group.
The period over which we confirm
longer-term viability
05 /
Shareholder Information
www.lonmin.com
Lonmin Plc
Annual Report and Accounts 2015
Key Performance Indicators (KPIs)
WE USE THE FOLLOWING 11 KEY PERFORMANCE INDICATORS (KPIs)
TO MEASURE OUR PERFORMANCE
Relevance to Strategy:
SAFETY
Operational Excellence
❷ Our People
❸ Corporate Strategy
❹ Corporate Citizenship
LTIFR
❶
5.41
Platinum ounces sold
6
3.50
ounces (000’s)
4.16
4
3.34
3
2
1
0
2012
2013
2014
Financial year
Comment
A deteriorating trend has been seen across the
Platinum industry following the strike in 2014.
This is a major area of concern for us and in
order to enhance safety performance, a
programme is being developed to empower
front line supervisors. This is planned for
implementation in 2016.
See page
for more detail
❶
Cost of Production per
10,339
Reserves
7,815
8,000
9,182
10,339
4,000
0
2011
2012
2013
2014
Financial year
Comment
Unit costs were contained to R10,339 per ounce
demonstrating the positive impact of the value
benefit projects and decisive actions taken to
reduce costs in the low price environment.
39
+
192
See pages
for more detail
442
200
2015
Comment
2015 Platinum sales were the strongest in
8 years assisted by a strong opening pipeline
of metals in process.
22
See page
for more detail
❶
PRODUCTIVITY
5.5
3.7
4.1
3.3
2.9
3.0
2013
2014
Financial year
Generation 2 Mining Operations
4.1
3.8
4.0
2012
Definition
Platinum ounces sold are those ounces
we produce either as refined ounces or
recoverable ounces sold in concentrate.
2.0
1.0
7
6.2
6
5.7
5.5
5.5
5
4
2.8
3
2
1
0
0
2015
Definition
Cost per unit is key to allowing us to operate
profitably for far longer through any down cycle.
This measure includes some sales and marketing
costs, as well as other management and shared
services costs which are not directly linked
to production. One-off and non-trading costs
are excluded.
>
❶
5.0
Centares (000,000’s)
12,000
696
400
2011
>
36
DEVELOPMENT
13,538
8,843
>
Immediately Available Ore
PGM ounce R
752
702
600
2015
Definition
Lost Time Injury Frequency Rate (LTIFR) is
measured per million man hours worked and
reflects all injuries sustained by employees
which mean that the injured party is unable to
return to work on the next shift.
UNIT COSTS
721
0
2011
96
800
5.41
4.71
5
See the Directors’ remuneration
report for more detail.
16,000
❶
SALES
m2 per mining employee
Per million man hours worked
Some KPIs are used as a measure in
the incentive plans for the remuneration
of executives. These are identified with
the symbol
>
❶
752 thousand
Remuneration
Rand per PGM ounce
/ 34
2011
2012
2013
2014
Financial year
2015
2011
2012
2013
2014
Financial year
2015
Definition
Immediately available ore reserves, in square
metres or centares, excludes partially developed
ore reserves in line with industry best practice.
Definition
Square meters per mining employee from our
Generation 2 shafts (K3, 4B/1B, Rowland, Saffy
and Hossy) excluding central mining services).
Comment
Our immediately available ore reserves at our
Marikana operations have remained steady
over 2015 and are at a level to provide the
flexibility to ensure a consistent production
output from the operations.
Comment
Productivity was significantly higher than the
strike impacted prior year and slightly down on
2013. Significant improvements at Saffy and
Rowland shafts were offset by the impact of
an increase in safety stoppages.
>
45
See page
for more detail
>
45
See page
for more detail
Lonmin Plc
Annual Report and Accounts 2015
/ 35
Key Performance Indicators (KPIs)
PROCESSING RECOVERIES
❶
PGM Instantaneous Recovery
Tonnes of production missed due
87.2%
to Industrial Action:
85.0
82.4
86.2
7,000
87.2
Tonnes
40
300
5,000
200
4,000
3,000
1,658
2,000
20
1,000
2011
2012
2013
2014
Financial year
2015
Comment
The minimal loss of production demonstrates
the improving employee relationships.
(167) million
$
See page
for more detail
HDSA Management
Representation
300
50.3%
47.2
%
46.5
-200
-159
-154
-167
44
2012
2013
2014
Financial year
4.68
4.52
4.40
2012
2013
2014
Financial year
2015
2011
2012
2013
2014
Financial year
2015
Definition
This KPI measures the percentage of
Historically Disadvantaged South Africans
(HDSAs) in management as defined by the
Mining Charter.
Definition
Total gigajoules of direct (gas, petrol, diesel,
coal) and indirect (electricity) energy
consumption per ounce of PGMs produced
including toll processed material.
Comment
We a pleased that we have continued to
exceed the Mining Charter requirement of 40%
despite the impact of redundancies.
Comment
The improvement in energy efficiency was
driven by the decrease in opencast mining
combined with the increased PGM production
and the success of many initiatives in this area.
>
53
See page
for more detail
>
57
See page
for more detail
Shareholder Information
www.lonmin.com
4.60
05 /
Comment
Low PGM prices in 2015 have resulted in
negative free cash flow. $136million was
invested in 2015 by way of capital expenditure
which will generate future revenues.
See page
for more detail
2011
2015
Definition
Trading cash flow after capital expenditure and
minority dividend payments.
4.77
4.80
4.00
42
2011
5.00
4.20
-246
-400
5.04
A Deeper Look
46
-300
5.32
5.20
04 /
48.4
48
❶
of PGMs produced
5.40
100
-100
See page
for more detail
Energy consumption per ounce
50.3
0
38
ENERGY EFFICIENCY
49.4
50
2015
Comment
The Company is highly geared towards metal
price which drives volatility in profitability. Low
metal prices in 2015 resulted in the company
being loss making.
52
210
200
41
❹
2013
2014
Financial year
Definition
For any business the ultimate aim is to
grow underlying EBIT and deliver value to
shareholders. Underlying EBIT excludes the
effect of one-off and non-trading items.
>
TRANSFORMATION
2012
Financial Statements
❸
45
-134
2011
2015
Definition
Tonnes production missed due to Industrial
Actions are considered to be a measurable of
employee relations.
>
FREE CASH FLOW
$ million
-200
27
2013
2014
Financial year
03 /
See page
for more detail
2012
Governance
48
52
0
02 /
Comment
The instantaneous recovery rate achieved
in 2015 was outstanding. The year on year
improvements are a result of extensive
optimisation and improvement plans across
our processing operations.
164
67
100
-300
2011
Definition
The instantaneous recovery rate is the product
of the recoveries achieved at each step of the
processing cycle and measures the efficiencies
in the recovery of metals.
311
-100
252
162
0
0
>
400
6,382
6,000
GJ/PGM oz
Recovery (%)
60
>
27 thousand
$ million
82.5
80
(134) million
$
Strategic Report
100
❸
UNDERLYING EBIT
01 /
Rate
❷
EMPLOYEE RELATIONS
/ 36
Lonmin Plc
Annual Report and Accounts 2015
Performance
Safety
WE CONTINUE OUR PRO-ACTIVE
SAFETY MANAGEMENT
PROCEDURES, NURTURING A
CULTURE FOCUSED ON SAFETY
Our safety strategy is centred on the belief that zero harm
is achievable in mining.
In 2015 we emphasised pro-active safety management,
including the Lonmin Life Rules, which concentrate
specifically on those risk areas that result in the majority
of fatal or serious accidents.
Our approach to safety is defined in the Lonmin Safety and
Sustainable Development Policy, Sustainable Development
Standards and the Fatal Risk Control Protocols, and our
strategy is centred around three key objectives:
•
Fatality prevention
•
Injury prevention
•
A safe operational culture
It is with deep regret that after 18 months fatality free
Lonmin lost three employees to fatal accidents during the
second half of the year, despite our continued efforts to
promote a safe working environment. There were two
fatalities in separate incidents at Hossy shaft resulting in
the deaths of Mr Silva Cossa, a team leader on 19 May
and Mr Mark Potgieter, a Sandvik Mining contractor on
22 July. Mr Bonisile Mapango, a winch driver at E3 shaft
passed away on 31 July. Subsequent to the year end,
Zilindile Ndumela, a locomotive driver at Rowland shaft
was fatally injured on 26 October. We extend our heartfelt
condolences to the families, friends and colleagues of all
the deceased.
We record our safety performance according to injury rates
and fatality rates and how they impact on human life and
production, as these are the ultimate indicators of the
success or failure of our strategies, practices and systems.
Regrettably, our safety record deteriorated in 2015 with the
LTIFR increasing to 5.41 per million man hours worked
from 3.34 in 2014. This continued deterioration, which
has been seen across the platinum industry since the
five month strike in 2014, indicates the real impact that
breaks in operational continuity can have on employee
safety. In order to enhance safety and production
performance, a programme is being developed to
empower front line supervisors. This is planned for
implementation in 2016.
Marabe Makua, Junior Process Controller, in the Pure Metals
Plant, digging off a batch of Platinum from the glove box.
Lonmin Plc
Annual Report and Accounts 2015
/ 37
Performance
Comparison of South African Platinum
Peers – Fatality Rate
0.100
0.090
0.080
0.070
0.060
0.050
01 /
It goes without saying that we are extremely
disappointed with this decline in our safety
performance. All incidents, but especially the
deaths of Mr Cossa, Mr Potgieter, Mr Mapango
and Mr Ndumela remind us of the inherent risks
associated and that we must never become
complacent in our approach to safety. It is imperative
that we redouble our efforts if we are to achieve zero
harm, which we believe is attainable, and prevent
similar incidents from occurring again in the future.
0.040
0.030
0.020
5.00
0.010
400
0.000
300
LTI
LTIFR
4.00
500
3.00
Lonmin
M
ar
-1
1
Se
p11
M
ar
-1
2
Se
p12
M
ar
-1
3
Se
p13
M
ar
-1
4
Se
p14
M
ar
-1
5
Se
p15
6.00
Peer 1
Peer 2
Lonmin
Strategic Report
Safety Statistics
Pt Industry
200
2.00
100
1.00
11
12
13
14
Creating a safe working environment
15
Financial year
LTIFR per million man-hours worked
LTI
Fatalities
Comparison of South African Platinum
Peers – LTIFR
7.00
Financial Statements
6.00
5.00
LTIFR is one of
the Groups 11
KPIs – see page
4.00
>
3.00
34
03 /
We continue our pro-active safety management
procedures, nurturing a culture focused on safety.
Our aim is to challenge employee behaviour and
change mind-sets, and as we have said before,
safety is a journey which does not end.
Governance
We know from experience that improving safety gets
incrementally harder as you move from changing
systems and equipment to changing behaviours,
however the safety of our employees is paramount
and our approach has to be robust if we are to ensure
that people remain safe above and below ground, at
home and at work.
02 /
0
0.00
Lonmin
2.00
1.00
M
ar
-1
1
Se
p11
M
ar
-1
2
Se
p12
M
ar
-1
3
Se
p13
M
ar
-1
4
Se
p14
M
ar
-1
5
Se
p15
Peer 2
Lonmin
Pt Industry
A Deeper Look
Peer 1
04 /
0.00
05 /
Shareholder Information
www.lonmin.com
Lonmin Plc
Annual Report and Accounts 2015
/ 38
Performance
Financial Review
Overview
The 2015 financial year was underpinned by a solid
operational performance which saw the Group
achieve the highest platinum sales in eight years.
This was achieved despite the impact of Section 54
safety stoppage challenges and the shutdowns in
our smelter complex during the first half of the year.
The financial benefit of this strong performance was,
however, significantly diluted by the sustained low
PGM price environment which has persisted
throughout the financial year, putting immense
pressure on the Group’s profitability and cash flows.
Further details of
the Rights Issue
and debt facilities
>
42
The significant increase in sales volume when
compared to the strike-impacted 2014 financial year
was therefore somewhat offset by the impact of the
decline in PGM prices. The focus on cost containment
in the low PGM price environment continued during
the year. The cost of production per PGM ounce
reduced year on year by 23.6% to R10,339 compared
to R13,538 for the strike-impacted prior year. When
comparing the 2015 cost of production per PGM
ounce to 2013, the unit cost reflects a compounded
annual increase of only 6.1% despite above inflation
wage increases as well as an increase in production
losses associated with safety stoppages. The Group’s
continued focus on cash conservation measures and
robust cost control system is evident in the reported
unit cost for the year, especially the reduction in the
unit cost for the fourth quarter to R9,841 per PGM
ounce. Our net debt position at 30 September 2015
amounted to $185 million, well within the available
debt facilities of $543 million.
We, the Board and executive management have
reviewed the Group’s business and capital structure
and developed the Business Plan in order to be able
to deal effectively with the impacts of a continuation
of current low PGM prices. Key elements of the
Business Plan are the reduction of fixed cost expenses,
removal of high cost production and the minimising of
capital expenditure while preserving the ability of the
business to increase production when PGM prices
improve. The restructuring costs associated with the
implementation of the Business Plan which largely
consist of retrenchment costs have been separately
disclosed as special costs in the 2015 financial year.
The reduced production profile and revised PGM
price outlook in the Business Plan have resulted in
the downward revision of estimated future cash flows
from the Marikana operations resulting in the value
in use declining below the carrying amount of the
non-financial assets of the operations. As a result a
special impairment charge of $1,465 million is reflected
in the financial statements. Furthermore, similar
impairment assessments on our Limpopo and Akanani
assets have resulted in full impairment of these assets,
with a further special impairment charge of $346 million
being reflected in the financial statements.
The Board’s review of the Group’s capital structure
has resulted in significant steps being taken to
strengthen our financial position. The announcement
of our results coincides with the launch of a Rights
Issue seeking to raise $407 million in gross proceeds,
before deducting share issue costs and foreign
exchange charges. In addition, the terms of our debt
facilities will be revised, subject to a successful Rights
Issue. Details of the Rights Issue are included in our
Rights Issue Prospectus and proposed amendments
to debt facilities are included below.
Income Statement
The $186 million movement between the underlying operating loss of $134 million for the year ended
30 September 2015 and the underlying operating profit of $52 million for the year ended 30 September 2014
is analysed as follows:
$m
Year to 30 September 2014 reported operating loss
Year to 30 September 2014 special items
Year to 30 September 2014 underlying operating profit
(255)
307
52
PGM volume
PGM price
PGM mix
Base metals
541
(259)
24
22
Revenue changes
Cost changes (net of positive foreign exchange impact of $117 million)
328
(514)
Year to 30 September 2015 underlying operating loss
Year to 30 September 2015 special items
(134)
(1,884)
Year to 30 September 2015 reported operating loss
(2,018)
Lonmin Plc
Annual Report and Accounts 2015
/ 39
Performance
Revenue
Total revenue for the year ended 30 September 2015
was $1,293 million, an increase of $328 million or
34%, compared to prior year revenue of $965 million.
There was an increase in sales volumes compared to
the strike-impacted prior year. The impact of this volume
increase was an increase in revenue of $541 million.
Platinum
Palladium
Rhodium
PGM basket (excluding
by-product revenue)
2015
$/oz
2014
$/oz
1,095
718
998
1,403
775
1,050
849
1,013
$m
913
Operating costs
662
Ore, concentrate and other purchases
Metal stock movement
Foreign exchange
Depreciation and amortisation
Cost changes (net of the positive
foreign exchange impact)
16
(62)
(117)
14
Year ended 30 September 2015
– underlying costs
www.lonmin.com
289
514
1,427
Further details of unit costs can be
found in the Operating Statistics.
>
192
Shareholder Information
286
(13)
(1)
87
15
05 /
Marikana underground mining
Marikana opencast mining
Limpopo mining
Concentrating, smelting and refining
Overheads
Idle fixed production costs excluded
from underlying costs in 2014
The cost of production per PGM ounce for
the 2015 financial year decreased by 23.6% to
R10,339 compared to R13,538 for the year ended
30 September 2014. The prior year was impacted
by the five month strike, and therefore included idle
production costs. When comparing the 2015 cost
of production to the 2013 financial year, the unit cost
reflects a compounded annual increase of only
6.1% per annum despite above inflation wage
increases being granted as well as an increase in
production losses associated with safety stoppages.
The Group’s continued focus on cash conservation
measures and robust cost control system is evident
in the reported unit cost for the year, especially the
reduction in the unit cost for the fourth quarter to
R9,841 per PGM ounce.
A Deeper Look
Increase / (decrease):
Cost of production per PGM Ounce
04 /
Year ended 30 September 2014
– underlying cost
Depreciation is calculated on a unit of production
basis, spreading costs in relation to proven and
probable reserves. Due to increased production levels,
depreciation and amortisation also increased by
$14 million compared to the 2014 financial year.
Financial Statements
Total underlying operating costs for the year increased
by $514 million primarily as a result of the increase in
production levels compared to the strike-impacted
prior year. This increase was partially offset by the
positive foreign exchange movements on the back of
the weaker Rand during this period. A track of these
changes is shown in the table below.
During the year, the Rand weakened against the US
Dollar averaging ZAR12.01 to US$1 compared to an
average of ZAR10.55 to US$1 in the 2014 financial
year resulting in a $117 million positive impact on
operating costs.
03 /
Operating costs
The decrease of $62 million in metal stock is mainly
due to the $69 million write down of stock to net
realisable value as a result of the decline in PGM
prices. The $62 million comprises a $17 million stock
decrease in 2015 which was offset by a $79 million
stock decrease in 2014.
Governance
The mix of metals sold resulted in a positive impact
of $24 million mainly due to the higher proportion of
platinum sold compared to other refined metals.
Base metal revenue increased by $22 million primarily
as a result of the increase in volumes sold.
Ore, concentrate and other purchases increased by
$16 million or 43% as the volume produced in the
prior year was impacted by the strike action. The
increase in volumes purchased in 2015 was partially
offset by a decline in metal prices.
02 /
The US Dollar PGM basket price (excluding base
metals) was 16% lower compared to the 2014
average price. This resulted in a $259 million reduction
in revenue. However, the Rand basket price (excluding
by-products) reduced only by 4% as a result of the
relatively weaker Rand.
Idle production costs incurred during the strike in the
prior year were classified as special.
Strategic Report
Year ended 30 September
Concentrating, smelting and refining costs increased
by $87 million or 41% compared to the strike-impacted
prior year, mainly due to the increase in ounces milled
and refined during the period as well as cost
escalations.
01 /
PGM prices continued to decline during the year under
review. The impact on the Group’s average prices
achieved on the key metals sold is shown below:
Marikana underground mining costs increased by
$286 million, or 47%, primarily as a result of the increase
in volumes produced during the year compared to the
strike-impacted prior year. The Marikana opencast
mining costs reduced by $13 million or 62% due to
the decrease in production as this operation depleted
and mining ceased at the end of September 2015.
/ 40
Lonmin Plc
Annual Report and Accounts 2015
Performance
Special operating costs
Net Finance costs
Year ended 30 September
Special operating costs for the year ended
30 September 2015 are made up as follows:
2015
$m
Year ended 30 September
2015
$m
Impairment of non-financial
assets
Restructuring costs
BEE transaction
Strike related costs
– Idle fixed production costs
– Contractors’ claims
– Security costs
– Other strike related costs
2014
$m
1,811
59
14
–
–
–
–
–
–
–
287
3
10
7
1,884
307
The reduced production profile and revised PGM price
outlook in the Business Plan have resulted in the
downward revision of estimated future cash flows
from the Marikana operations resulting in their value
in use declining below the carrying amount of the
non-financial assets of the operations of $3,100 million.
The recoverable amount of the Marikana cash
generating unit (CGU) was $1,635 million. As a result,
a special impairment charge of $1,465 million is
reflected in the financial statements. Furthermore,
similar impairment assessments on our Limpopo
and Akanani assets which had carrying amounts
of $127 million and $219 million respectively, have
resulted in full impairment of these assets with a
further special impairment charge of $346 million
being reflected in the financial statements which
brings the total impairment of non-financial assets
to $1,811 million. Refer to note 31 for details.
The restructuring costs of $59 million incurred during
the period include retrenchment costs of $56 million,
and consulting and advisory fees of $3 million incurred
in relation to the restructuring. BEE transaction costs
amounted to $14 million with $13 million being the
lock-in premium paid to the Bapo. Legal and
consulting costs incurred on this transaction
amounted to $1 million. Refer to note 30 for further
details on the BEE transaction.
Idle production overheads incurred during the strike
period in 2014 for which there was no associated
production output, as well as costs arising directly as
a result of the strike action, were classified as special
items. The total of these strike related costs amounted
to $307 million. The major portion of the costs
comprised idle fixed production costs incurred
during the strike period which totalled $287 million.
The cost of additional security amounted to $10 million.
Costs relating to contractors not being able to fulfil their
obligations as a result of the disruption amounted to
$3 million. Other costs included legal, communication,
medical and various other start-up costs.
Net bank interest and fees
Capitalised interest payable
and fees
Foreign exchange gains
on net (debt)/cash
Dividends received from
investment
Unwinding of discount on
provision
Other
2014
$m
(25)
(25)
19
13
12
10
1
10
(10)
(1)
(10)
–
Underlying net finance costs
HDSA receivable
(4)
(235)
(2)
(62)
Net finance costs
(239)
(64)
Total net finance costs increased by $175 million to
$239 million for the year ended 30 September 2015
compared to $64 million incurred in the prior year.
The most significant component of total net finance
costs for the 2015 and 2014 financial years was the
impairment of the HDSA receivable of $227 million
and $80 million respectively.
Net bank interest and fees incurred in the 2015 financial
year remained flat at $25 million compared to the prior
year. Interest capitalised in 2015 was higher than the
prior year as interest incurred during the strike period
in the prior year did not qualify for capitalisation.
Dividends received relate to dividends from our
investment in Petrozim Line (Private) Limited.
The Historically Disadvantaged South Africans (HDSA)
receivable, being the Sterling loan to Shanduka
Resources (Proprietary) Limited (Shanduka) decreased
by $235 million during the year as a result of an
impairment charge of $227 million and foreign exchange
losses of $28 million which were partially offset by
interest accrued of $20 million. The impairment charge
of $227 million in the current year which brings the
total accumulated impairment on the receivable to
$307 million is as a result of the value of the security
for the loan falling below the carrying amount of the
receivable primarily due to the decline in long term
PGM price assumptions applied in the valuation
models of the Marikana CGU and Akanani CGU.
The receivable is secured on the HDSA’s shareholding
in Incwala Resources (Pty) Limited, whose only asset
of value is its underlying investment in WPL, EPL and
Akanani. The value of the security is driven by the
values of WPL, EPL and Akanani. The movement of
$62 million in the prior year comprised an impairment
charge of $80 million which was partially offset by
interest accrued of $18 million. The balance of the
receivable at 30 September 2015 was $102 million
(2014 – $337 million).
Taxation
Reported tax for the current financial year was a credit
of $363 million compared to a credit of $123 million in
the 2014 period. The tax credit of $363 million includes
special exchange gains on the retranslation of Rand
denominated deferred tax liabilities of $48 million and
the tax impact of special items of $280 million.
Lonmin Plc
Annual Report and Accounts 2015
/ 41
Performance
•
Employee taxes
•
Customs and excise duties
•
Value Added Tax
•
State royalties
Our philosophy on transfer pricing is that related party
transactions should be charged at arm’s length prices.
Transfer pricing studies were performed by transfer
pricing specialists on all our related party transactions
and such transactions were found to be within
acceptable norms compared to comparable
transactions in similar companies. Lonmin inherited a
number of companies in tax haven jurisdictions from
previous unbundling and acquisition transactions.
These companies are dormant entities and therefore
do not receive any income. Furthermore, Lonmin does
not pay any of its income to any of the dormant tax
haven companies in these inherited structures.
02 /
Cash generation and net debt
Year ended 30 September
2015
$m
2014
$m
Trading cash outflow
Capital expenditure
Dividends paid to minority shareholders
(12)
(136)
(19)
(116)
(93)
(37)
Free cash outflow
Contribution to joint venture
Issue of other ordinary share capital
(167)
(7)
3
(246)
(1)
1
Cash outflow
Opening net (debt)/cash
Foreign exchange
Unamortised fees
(171)
(29)
17
(2)
(246)
201
13
3
Closing net debt
(185)
(29)
Trading cash flow (cents per share)
(2.1)c
(20.4)c
(28.7)c
(43.2)c
Free cash flow (cents per share)
Capital expenditure at $136 million was $43 million
(or 46%) higher than the prior year spend. The
Group’s capital investment programme was severely
impacted in the prior year as a result of the strike.
Shareholder Information
www.lonmin.com
Trading cash outflow for the year decreased by
$104 million to $12 million compared to the prior year
trading cash outflow of $116 million. The cash outflow
on interest and finance costs increased by $8 million
largely due to the timing of payments over the two
periods under review. The trading cash outflow per
share was 2.1 cents at 30 September 2015 compared
to a cash outflow of 20.4 cents in the prior year.
05 /
Cash flow generated by operations in the year ended
30 September 2015 increased by $115 million from
an outflow of $100 million in the prior year to an inflow
of $15 million in the year under review. The cash
outflow for the 2014 financial year was largely
driven by lower sales volumes. The net inflow in the
current year was mainly a result of positive movements
in working capital on the back of a reduction in
our closing stocks compared to the prior year.
The increase in sales volumes in the year under review
which was partly offset by the impact of the lower
PGM prices also had a positive impact on the cash
flow generated by operations.
A Deeper Look
(100)
(16)
–
04 /
15
(24)
(3)
Cash flow generated from/(utilised in) operations
Interest and finance costs
Tax paid
Financial Statements
(255)
142
18
(5)
03 /
(2,018)
1,966
63
4
Governance
The following table summarises the main components of the cash flow during the period:
Operating loss
Depreciation, amortisation and impairment
Changes in working capital
Other non-cash movements
Strategic Report
With the Group’s primary operations being in South
Africa, the tax liability follows such activity which has
the effect that the majority of the Group’s taxes are
paid in that country. Following the financial crisis of
2008, the events at Marikana of 2012, the five month
industry-wide strike and more recently the decline in
metal prices, all of which have adversely impacted
profitability, the level of corporate tax has reduced.
However, the Group continues to pay significant
amounts in respect of other forms of tax including:
01 /
Our philosophy on taxation is to comply with the tax
legislation of all the countries in which we operate by
paying all taxes due and payable in those countries in
terms of the applicable tax laws. Transactions entered
into by the Group are structured to follow bona fide
business rationale and tax principles. We recognise
that in order to be a sustainable and responsible
business, the Group must have appropriate tax
policies that are adhered to and managed properly.
We seek to maintain a proactive and cooperative
relationship with local tax authorities in all our business
and tax transactions and conduct all such
transactions in a transparent manner.
/ 42
Lonmin Plc
Annual Report and Accounts 2015
Performance
The current year spend was lower than the guidance
of $250 million as a result of the ongoing cost
containment. Capital expenditure is discussed in detail
in the Performance section.
An advance dividend payment of $19 million was paid
by WPL, a subsidiary of Lonmin Plc, to Incwala Platinum
(Proprietary) Limited during 2015. This brings the
accumulated advanced dividends paid to Incwala to
$135 million (R1,309 million) as at 30 September 2015.
The amount paid to Incwala will be recovered by
reducing future dividends that would otherwise be
payable to all shareholders.
Contributions to the Pandora Joint Venture during the
year under review amounted to $7 million.
Key Financial Risks
The Group faces many risks in the operation of its
business. The Group’s strategy takes into account
known risks, but risks will exist of which we are
currently unaware. The financial review focuses on
financial risk management.
Financial Risk Management
The main financial risks faced by the Group relate
to the availability of funds to meet business needs
(liquidity risk), the risk of default by counterparties to
financial transactions (credit risk) and fluctuations in
interest, foreign exchange rates and commodity prices
(market risk). Factors which are outside the control of
management which can have a significant impact
on the business remain, specifically, the fluctuations
in the Rand/US Dollar exchange rate and PGM
commodity prices.
As mentioned above in the Overview section, the
Board and executive management have reviewed the
Group’s business and capital structure and developed
the Business Plan in order to be able to deal effectively
with the impacts of a continuation of the current low
price environment.
Consequently, the announcement of these results
coincides with the launch of a Rights Issue which is
conditional on, amongst other things, shareholder
approval. The Group proposes to raise approximately
$407 million, before deducting share issue costs and
foreign exchange charges, as well as amend the
existing debt facilities.
The amended debt facility agreements which were
entered into on 9 November 2015 will become effective
only if a Resolution approving the planned Rights
Issue is passed by the Company’s shareholders at a
General Meeting to be held on 19 November 2015
and $350 million of net cash proceeds are received.
Following the amendment, the Group’s debt facilities
going forward are summarised as follows:
•
Revolving credit facilities totalling $75 million and
a $150 million term loan, at a Lonmin Plc Level,
which mature in May 2020 (assuming Lonmin
exercises its option to extend the term up until
this date);
•
Revolving credit facility totalling R1,980 million,
at a WPL level, which matures in May 2020
(assuming Lonmin exercises its option to extend
the term up until this date).
The following covenants apply to these facilities:
•
The consolidated tangible net worth of the Group
will not be, at any time, less than US$1,100 million;
•
The consolidated debt of the Group will not, at
any time, exceed an amount equal to 35% of
consolidated tangible net worth of the Group;
The policy on liquidity is to ensure that the Group
has sufficient funds to facilitate all on-going operations.
The Group funds its operations through a mixture of
equity funding and borrowings. The Group’s philosophy
is to maintain an appropriately low level of financial
gearing given the exposure of the business to
fluctuations in PGM commodity prices and the
Rand / US Dollar exchange rate. We ordinarily seek
to fund capital requirements from equity.
•
the liquidity for the Group will not, for any week
from 1 January 2016, be less than $20,000,000;
•
The capital expenditure of the Group (excluding
any Bulk Tailings Agreement) shall not exceed
the limits set out in the table below. The
Company shall also have the option to carry
forward or back up to 10% of the limits set out
in the table below.
As part of the annual budgeting and long-term
planning process, the Group’s cash flow forecast is
reviewed and approved by the Board. The cash flow
forecast is amended on an ongoing basis for any
significant changes in the key assumptions identified
during the year. Where funding requirements are
identified from the cash flow forecast, appropriate
measures are taken to ensure these requirements can
be satisfied. Factors taken into consideration are:
Financial Year
•
the size and nature of the requirement;
•
preferred sources of finance applying key
criteria of cost, commitment, availability,
security / covenant conditions;
These are the critical factors to consider when
addressing the issue of whether the Group is a
Going Concern.
Liquidity Risk
•
recommended counterparties, fees and market
conditions; and
•
covenants, guarantees and other financial
commitments.
Capex Limit
1 October 2015 –
30 September 2016 (inclusive)
ZAR1,338 million
1 October 2016 –
30 September 2017 (inclusive)
ZAR1,242 million
1 October 2017 –
30 September 2018 (inclusive)
ZAR2,511 million
1 October 2018 –
30 September 2019 (inclusive)
ZAR3,194 million
1 October 2019 –
31 May 2020 (inclusive)
ZAR4,049 million
Lonmin Plc
Annual Report and Accounts 2015
/ 43
Performance
There is also additional limit on capital expenditure in
relation to any Bulk Tailings Agreement as set out below:
Financial Year
Bulk Tailings Capex Limit
1 October 2015 –
30 September 2016 (inclusive)
ZAR370 million
1 October 2016 –
30 September 2017 (inclusive)
ZAR182 million
•
credit ratings are obtained on any new customers
and the credit ratings of existing customers are
monitored on an on-going basis;
•
credit limits are set for customers; and
•
trigger points and escalation procedures are
clearly defined.
It should be noted that a significant portion of
Lonmin’s revenue is from two key customers.
However, both of these customers have strong
investment grade ratings and their payment terms are
very short, thereby reducing trade receivable credit
risk significantly.
Although the Group is in a net debt position, this risk
is not considered to be high at this point in time.
The interest position is kept under constant review
in conjunction with the liquidity policy outlined above
and the future funding requirements of the business.
www.lonmin.com
Shareholder Information
Interest Rate Risk
The Group provided third party guarantees of
$7 million (2014 – $9 million) to Eskom as security
to cover estimated electricity consumption for three
months. The Group also provided guarantees to the
Department of Mineral Resources for an amount of
$45 million (2014 – $55 million). At 30 September 2015,
total guarantees amounted to $53 million (2014 –
$65 million) which included $1 million provided to
various other third parties.
05 /
HDSA Receivables
HDSA receivables are secured on the HDSA’s
shareholding in Incwala Resources (Pty) Limited.
Refer to notes 14 and 20a in the financial statements
for details on the valuation of this security and the
resulting impairment charge.
Contingent Liabilities
A Deeper Look
age analysis is performed on trade receivable
balances and reviewed on a monthly basis;
In respect of gold, Lonmin entered into a prepaid
sale of 75% of its current gold production for the next
54 months in March 2012. In terms of this contract,
Lonmin will deliver 70,700 ounces of gold over the
period with delivery on a quarterly basis and in return
received an upfront payment of $107 million. The
upfront receipt was accounted for as deferred revenue
on our balance sheet and is being released to profit
and loss as deliveries take place at an average price
of $1,510 per ounce delivered.
04 /
•
For base metals and gold, hedging is undertaken
where the Board determines that it is in the Group’s
interest to hedge a proportion of future cash flows.
The policy allows Lonmin to hedge up to a maximum
of 75% of the future cash flows from the sale of these
products looking forward over the next 12 to 24
months. The Group did not undertake any hedging of
base metals under this authority in the period under
review and no forward contracts were in place in
respect of base metals at the end of the period.
Financial Statements
This risk is managed as follows:
Our policy is not to hedge commodity price exposure
on PGMs, excluding gold, and therefore any change
in prices will have a direct effect on the Group’s
trading results.
03 /
Trade Receivables
The Group is exposed to significant trade receivable
credit risk through the sale of PGMs to a limited group
of customers.
Commodity Price Risk
Governance
Banking Counterparties
Banking counterparty credit risk is managed by
spreading financial transactions across an approved
list of counterparties of high credit quality. Banking
counterparties are approved by the Board and consist
of the banks that participate in Lonmin’s bank debt
facilities. These counter-parties comprise: BNP
Paribas S.A., Citibank, N.A., HSBC Bank Plc,
J.P. Morgan Chase Bank Limited, Lloyds Bank Plc,
The Royal Bank of Scotland Plc. and Standard
Chartered Bank.
During the year under review Lonmin did not
undertake any foreign currency hedging.
02 /
Credit Risk
The Group’s reporting currency is the US Dollar
and the share capital of the Company is based in
US Dollars.
Strategic Report
In addition to the above, the Group’s existing lenders
agreed on 26 October 2015 to suspend the testing
of the tangible net worth covenants under the
existing US Dollar facility until the amended facilities
agreements become effective, failing which, the
covenants would be tested under the existing facilities.
The Group’s operations are predominantly based in
South Africa and the majority of the revenue stream
is in US Dollars. However, the bulk of the Group’s
operating costs and taxes are paid in Rands. Most
of the cash received in South Africa is in US Dollars.
Most of the Group’s funding sources are in US Dollars.
01 /
The limit on capital expenditure in relation to any
Bulk Tailings Agreement after 30 September 2017 will
be zero.
Foreign Currency Risk
Lonmin Plc
Annual Report and Accounts 2015
Performance
Operations
It is important to note that there was an industrial strike
extending over five months of the prior year making
year-on-year comparisons inappropriate.
Mining
Tonnes mined (’000 tonnes)
Tonnes Mined
14
12
10
8
6
4
2
0
Generation 2
Opencast
Generation 1
Financial year
2013
2014
Total
2015
Tonnes mined at 11.3 million were 77.9% higher than the
strike impacted prior year but 6.3% lower than 2013.
This was due to the planned decline of the Generation 1
shafts in end of lifecycle management and the depleting
opencast operations.
Production from our Generation 2 shafts was flat on
2013 as the ramp-up at Saffy shaft (up 52.9%) and
improvements at Rowland (up 5.1%) following the
successful implementation of the Theory of constraints
in 2014, were offset by the significantly increased
Section 54 safety shut downs at K3 and Hossy shafts.
2015 was impacted by an increase in the frequency
and duration of Section 54 safety stoppages but we
are encouraged by interaction at industry level to tackle
these issues and our internal focus on the Group’s safety
performance. Tonnes lost, mainly due to increased
Section 54 safety stoppages and management induced
safety stoppages, at 0.9 million tonnes were lower than
the strike impacted prior year but were 0.3 million tonnes
higher than 2013. In total, 899,000 tonnes were lost during
the year, of which 770,000 tonnes related to Section 54
safety stoppages, 102,000 tonnes to management
induced safety stoppages (MISS) and 27,000 due to labour
issues. This compares to a total of 6,747,000 tonnes lost in
the prior year of which 6,382,000 were lost due to industrial
action, 282,000 tonnes were due to Section 54 safety
stoppages and 83,000 tonnes were due to MISS.
Tonnes Lost
7,000
Lonmin miners working in a K3 development end under cover of
safety nets – these nets serve to protect employees in temporarily
supported working areas and have resulted in a significant reduction
of fall of ground injuries in development ends and stopes.
Tonnes lost (’000 tonnes)
/ 44
6,000
5,000
4,000
3,000
2,000
1,000
0
Section 54
Management
safety stoppages induced safety
stoppages
Industrial action
(5 month strike
in 2014)
Financial year
2013
2014
2015
Total
tonnes
lost
Lonmin Plc
Annual Report and Accounts 2015
/ 45
Performance
Ounces lost (’000 ounces)
Equivalent Platinum Ounces Lost
Productivity: m2 per Mining Employee Underground
Shafts Excluding Central Mining Services
500
6.0
400
5.0
300
4.0
200
3.0
100
2.0
Industrial action
(5 month strike
in 2014)
Total
Platinum
ounces lost
1.0
0.0
Generation 2
Financial year
2013
2014
2013
2015
The ore reserve position of the Marikana mining
operations at 4.1 million square metres represented
an average of 22 months production.
Immediately Available Ore Reserves (m² ’000)
34
Variance
983
500
639
678
197
1,054
576
733
693
244
7.2%
15.2%
14.7%
2.2%
23.9%
Generation 2
Generation 1
K4
2,996
548
143
3,300
606
188
10.1%
10.7%
32.0%
Total
3,687
4,094
11.0%
K3
Rowland
Saffy
4B/1B
Hossy
Productivity measured as square meters per mining
employee at our Generation 2 shafts was significantly
higher than the strike impacted prior year and slightly
down on 2013.
Significant improvements in productivity were made
at Saffy shaft, which has been ramping up to full
production, and at Rowland where the implementation
of the Theory of Constraints management philosophy
was first trialled. These improvements are the result
of the integration of this management philosophy
into the shafts culture more widely, together with
the implementation of other improvement initiatives
supported by the Business Support Office (see below).
Financial Statements
These improvements have off-set declines in
productivity at K3, 4B/1B and Hossy. Production
performance at K3 was negatively impacted by the
high frequency and lengthy duration of DMR safety
stoppages during the second and third quarter of the
year. This was further exacerbated by poor employee
work attendance. Hossy shaft experienced two fatal
accidents within a two month period during the third
quarter and this resulted in lengthy DMR safety
stoppages, which severely impacted production.
03 /
04 /
A Deeper Look
At the Generation 2 shafts the increase in the ore
reserve position at K3 shaft was driven by development
on the UG2 reef. Rowland shaft increased the ore
reserve position on the UG2 reef as a result of excellent
development achievements and the Merensky reef
where capital was invested to develop an additional
half level. Saffy shaft further increased the ore reserve
position during 2015 due to the completion of the
capital development on levels 19 and 20. The ore
reserve position at Saffy shaft is now sufficient to
sustain steady state and production, and the rate of
development is planned to reduce to a level where
the ore reserve position is maintained into the future.
The ore reserve at the 4B/1B shaft was maintained at
a healthy level and at Hossy shaft the increase was a
result of capital invested to extend the on reef access
development deeper to 14 and 15 levels before the
decision was taken to orderly shut this shaft down.
2015
Governance
>
2015
2014
Total
02 /
Immediately Available
Ore Reserves, Tonnes
of production lost due
to Industrial Action
and Productivity are
three of the Group’s
11 KPIs
2014
Generation 1
Financial year
Strategic Report
Section 54
Management
safety stoppages induced safety
stoppages
01 /
0
The increase in ore reserve position at the Generation 1
shafts can be attributed to an increase in ore reserve at
E2 shaft, where on reef development below level 10 has
resulted in additional ore reserve becoming available.
05 /
Shareholder Information
www.lonmin.com
Lonmin Plc
Annual Report and Accounts 2015
/ 46
Performance
Generation 2 shafts
Our Generation 2 shafts represent around 80% of total production.
Details of tonnes
mined per shaft for
the last five years
can be found in the
Operating Statistics –
Five Year Review
on page
>
187
2013
Tonnes (’000)
2014
Tonnes (’000)
2015
Tonnes (’000)
K3
Rowland
Saffy
4B/1B
Hossy
3,101
1,781
1,150
1,845
1,051
1,484
1,005
782
891
609
2,713
1,872
1,758
1,628
953
(12.5)
5.1
52.9
(11.8)
(9.4)
82.9
86.2
124.8
82.7
56.3
Total Generation 2
8,928
4,771
8,923
–
87.0
K3 shaft
K3, our largest shaft produced 2.7 million tonnes.
This was 0.4 million tonnes lower than 2013 of
which 0.2 million tonnes was due to an increase in
tonnes lost due to Section 54 safety stoppages.
Poor employee attendance was also a major
contributor to production losses.
2015 v 2013
%
2015 vs 2014
%
As a result, a decision was taken to place the shaft on
orderly closure. All development was therefore stopped
at the end of the 2015 financial year and the ore reserve
that remains will be stoped out over the next 18 months
where after the shaft will be placed on care and
maintenance.
Generation 1 shafts
Rowland shaft
Rowland increased production on 2013 by 5.1%
reflecting the positive impact of management actions
and the Theory of Constraints projects successfully
completed at this shaft which were aimed at
de-bottlenecking operations.
Saffy shaft
Saffy shaft recorded an increase of 52.9% on 2013
demonstrating the continued good progress that we
have made with our promised ramp up. Saffy is
reaching steady state production and mined a record
187,621 tonnes in July. The ore reserve position was
improved further during the year and the full
complement of stoping crews has been deployed at
the operation. The focus has now shifted to improving
the performance of the stoping crews and the
introduction of the Theory of Constraints management
philosophy to de-bottleneck targeted areas and
sustain output at more than 90% of shaft capacity.
Details of the
planned closure
of 1B and Hossy
can be found in the
Strategy section.
4B is approximately
four times the size
of 1B
>
15
K4 offers the
best brownfield
replacement
and growth
opportunity
for Lonmin.
See Strategy
Section page
>
14
4B/1B shaft
4B/1B produced 1.6 million tonnes which was
0.2 million tonnes lower than 2013 of which 0.1 million
tonnes was due to an increase in tonnes lost due to
safety stoppages. In addition, the aging mechanized
equipment at 1B shaft has become less reliable and
availabilities have dropped off significantly, adversely
impacting stoping output at the shaft. The sharp
drop off in metal prices during the year coupled with
underperformance triggered a review of the future
viability of 1B shaft. The review concluded that the
shaft was not financially viable at current prices and
performance levels and a decision was taken to place
the 1B portion of the mine on care and maintenance
as of the end of the 2015 financial year.
Hossy shaft
Hossy saw a decrease in production of 0.1 million
tonnes compared to 2013 driven by safety shut downs
following the fatalities in May and July. A review of the
performance of Hossy shaft was conducted in July and
it was concluded that the high shaft costs driven by
poor mechanized equipment efficiencies could not be
sustained in the current low metal price environment.
Our Generation 1 shafts are reaching their end of lives
and, as expected, productivity has declined.
Newman shaft
Newman shaft produced 0.8 million tonnes which was a
decrease of 19.2% on 2013 as this shaft is nearing the
end of its life. Newman has been in planned decline for
a while and it is envisaged that the shaft will be mined
out by the end of the 2016 financial year at which time
it will be placed on care and maintenance.
Pandora Joint Venture
Pandora production (100%) at 0.5 million tonnes was
4.8% lower than 2013 due mainly to 0.1 million
tonnes lost due to Section 54 stoppages.
Western 1, East 1 and East 2 shafts
W1, East 1, East 2 are also shafts at the end of their lives
and together produced 0.7 million tonnes compared
with 1.0 million tonnes in 2013. These shafts will
continue to be managed by contractors and run for
cash. W1 and E1 have been included in the Business
Plan for the 2016 financial year only and their viability
will be re-assessed at the end of the financial year.
K4 shaft
Activity at K4 shaft was limited during the year with
production of 48,571 tonnes. Given the current
economic climate and our rationed capital expenditure
plans, we have re-considered our strategy of
conducting early mining in preparation of a full ramp
up at K4 and the shaft has been placed on care and
maintenance once more.
Opencast
Production from our depleting Merensky opencast
operations of 229,930 tonnes was 103,000 tonnes,
or 31.0%, lower than the prior year as the operations
reach the end of their life. Opencast operations
operated throughout the strike in the prior year period,
albeit at a reduced level of output. Mining ceased at the
end of the 2015 financial year and all that remains to be
done is the filling of the final void and final rehabilitation
of the area that is planned for completion at the end
of the second quarter of the 2016 financial year.
Lonmin Plc
Annual Report and Accounts 2015
/ 47
Performance
Business Improvement Initiatives
A number of business improvement initiatives,
supported by the Business Support Office and aimed
at increasing productivity and improving performance,
are currently being implemented.
1,069
902
869
804
869
782
800
700
600
500
376
400
www.lonmin.com
C
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E2
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ffy
/1
4B
K3
300
Lonmin signed a joint venture with Koza UK Ltd on
two of our Northern Ireland licences for gold, silver
and base metals. Geochemical and geophysical
surveys with preliminary drilling were carried out on
targets. PGM targets were assessed with preliminary
drilling on two licence areas not covered by the joint
venture and analysis is on-going.
Exploration – South Africa
Our Vlakfontein prospecting right was not renewed
and accordingly all exploration activities on the
property have now ceased. Lonmin has a joint venture
with Boynton in the eastern Bushveld but is involved
in arbitration proceedings against Boynton on the
basis that they failed to comply with a warranty to
deliver an unencumbered asset to the joint venture.
Boynton has appealed the initial Judgement given in
Lonmin’s favour. The appeal will be heard in
November 2015.
Shareholder Information
Rand per tonne
930
884
Europe
05 /
900
1,069
971
1000
Lonmin is exploring for PGM deposits around the
Sudbury Basin in Ontario, Canada in joint ventures
with Vale S.A. and Wallbridge Mining Company
Limited. Resource drilling is continuing on the Vale JV
Denison property targeting shallow PGM-bearing
deposits. Lonmin has recently secured the rights to
explore the Parkin properties as part of the North Range
Joint Venture with Wallbridge and exploration will
continue on these and several other properties
around the Sudbury Basin in 2016.
A Deeper Look
15
Generation 1
North America
04 /
>
Generation 2
1100
Exploration International
Financial Statements
Rand per Tonne
Further details
on actions being
taken on the higher
costs shafts (Hossy,
1B, W1, E1 and
Hossy) can be
found in the
Strategy Section.
Akanani offers the prospect of a large, long-life, low
cost and highly mechanised mine which gives us
optionality in the long term.
03 /
In order to enhance safety and production
performance, a programme is being developed to
empower front line supervisors. This is planned for
implementation in 2016.
Akanani
Governance
One of the major causes of lost production during 2015
was employee absenteeism. A programme is being
developed to better understand the drivers of this
behaviour and then to develop and implement a plan
to address the underlying causes in order to improve
attendance and thereby production performance.
The deadline for Shanduka to exercise its option
over Limpopo is 30 April 2016. However, the pending
finalisation of the Pembani and Shanduka merger
will most likely result in a re-assessment of the project
and a potential re-negotiation around the current
transaction completion date.
02 /
An improved stoping crew bonus system has been
designed and is planned for implementation early in
the 2016 financial year. The rate earned per
production unit has been increased in the improved
bonus system and the rate improvement has been
geared to favour higher performers. It is anticipated
that this will incentivise crews and lead to a much
improved performance once it is implemented.
Limpopo
Strategic Report
Improved stope crew output was targeted as an
objective during the 2015 financial year and the main
initiative that was implemented to drive this was to
improve the performance of the population of stoping
crews that made up the bottom 20% at each of the
Generation 2 shafts. This initiative was implemented
with the assistance of experienced on the job training
personnel within the Business Support Office. Good
progress has been made during the year, with the
average performance of the worst performing 20%
population being improved from 150 square meters per
crew per month at the beginning of the financial year, to
just over 200 square meters at the end of the financial
year. This programme will continue during 2016 with the
objective of improving the performance of this bottom
20% of crews to an average of 220 square meters per
crew per month by the end of the financial year.
Other Assets
01 /
After the successful pilot programme conducted at
Rowland shaft, the Theory of Constraints management
philosophy is being rolled out to other operations under
the guidance of knowledgeable personnel within the
Business Support Office. Good progress has been
made at Saffy shaft during the year and programmes
have recently been initiated at 4B shaft and K3 shaft.
The roll out at these shafts will continue into 2016.
The production ramp-up at Saffy shaft has resulted
in a reduction in unit cost and a further reduction is
expected during 2016 now that steady state production
has been achieved. Unit costs at K3 and Hossy shafts
were negatively impacted by the high incidences of
Section 54 safety stoppages during the year.
Lonmin Plc
Annual Report and Accounts 2015
/ 48
Performance
Processing
Underground Milled Grade
Year on year stability
Refined Platinum Ounces Produced
731
687
Platinum ounces (’000)
700
4.54
709
600
500
436
400
300
4.51
3
2
1
0
11
12 13 14
Financial year
Underground milled head grade was 4.51 grammes
per tonne, an increase of 0.7% compared to 2014
due to stockpile movements at a higher grade.
Overall the milled head grade was 4.47 grammes
per tonne, up 1.8% on 2014 due to the increase in
underground grade and a decrease in lower grade
opencast ore in the mix.
Underground and overall concentrator recoveries for
the year at 86.8% and 86.7% respectively continue to
be strong.
Together, this resulted in platinum-in-concentrate for the
year of 740,315 saleable ounces, which was 94.6%
higher than the strike impacted prior year and 1.4%
lower than 2013.
Underground Concentrator Recoveries
Sustained improvement in recovery rate
87.0
12 13 14
Financial year
15
Smelting
Total tonnes milled in the year at 11.8 million tonnes
were 0.5 million tonnes higher than tonnes mined due
to the healthy stock piles ahead of the concentrators
which were drawn down due to the impact of section
54 safety stoppages on the mining production.
Tonnes milled in 2015 were 5.7 million tonnes higher
than the strike impacted prior year, as the concentrating
operations were also impacted by the strike action
and shut down. Compared to 2013 tonnes milled
were flat despite only utilising six out of our seven
Marikana concentrators as part of our measures to
reduce costs, demonstrating our ability to scale our
operations as required. The impact of electricity
constraints during the year was 0.1 million tonnes
as the Group’s strategy is to manage electricity
constraints via the concentrators, minimising the
impact on the mining operations and smelters.
87.0
11
15
Concentrating
35
4.48
200
0
>
4.60
4
100
Instantaneous
recovery rates
are a Key
Performance
Indicator for
our Business as
shown on page
4.56
760
grammes per tonne
800
5
87.0
86.9
86.5
86.1
As reported earlier in the year, the Number One
furnace was safely stopped in early December 2014
following the detection of a leak. The repairs to the
furnace crucible and the additional maintenance work
that was brought forward was completed within the
scheduled three months and first matte was
successfully tapped on 9 March 2015. The Number
Two furnace was also safely stopped at the end of
December 2014 following condition monitoring and
the detection of electrode breaks. The repairs to this
furnace were made successfully and the first matte
tap was in January 2015. The three smaller Pyromet
furnaces were restarted in early December 2014 to
increase smelting capacity during this time. These
furnaces will continue to provide smelting capacity
throughout the year as the Number Two furnace was
taken down on 26 September 2015 as planned for
the scheduled rebuild and to implement design
upgrades on the roof and off-gas system. The build-up
of concentrate was processed during the second half
of the year demonstrating the benefit of the additional
smelting capacity available due to the commissioning
of the Number Two furnace in 2012.
Base Metals and Precious Metal Refineries
Both the Base Metal Refinery (BMR) and the Precious
Metal Refinery (PMR) delivered an outstanding
performance with refined production being the highest
since 2007. Platinum ounces produced of 759,695
were up 74.2% on the strike impacted prior year and
7.1% on 2013. PGMs produced of 1,447,364 ounces
were up 64.1% on the strike impacted prior year and
8.3% higher than 2013.
The instantaneous recovery rate achieved in 2015
of 87.2% was outstanding and represents a
1.0 percentage point increase on 2014 and a
2.2 percentage point increase on 2013. The
continuous year on year improvement is a result
of extensive optimisation and improvement plans
across our processing operations that continue to
yield positive results.
86.0
85.5
85.4
1,600
1,447
38
Details of the costs
and ounces used
for this calculation
can be found in
the Operating
Statistics on page
1,447
1,350 1,336
1,400
85.0
84.5
11
12 13 14
Financial year
15
PGM ounces (’000)
>
Refined PGM Ounces Produced
%
Commentary
on unit costs can
be found in the
Financial Review
1,200
1,000
882
800
600
400
>
192
200
0
11
12 13 14
Financial year
15
Lonmin Plc
Annual Report and Accounts 2015
/ 49
Performance
Capital Expenditure
15
$ millions
410
408
400
12
300
9
200
6
159
136
93
100
3
0
11
12
13
14
15
Financial year
Capex
Tonnes mined
>
16
Capital available for employee accommodation is
lower than the Group’s Social and Labour Plan
commitment to spend R500 million between 2015
and 2019. Further details can be found on page 55
under Hostel conversions and infill apartments.
Governance
Further details
on our capital
expenditure
strategy can be
found on page
Capital expenditure for 2015 was tightly controlled
and scaled back from our original guidance of
$250 million to $136 million in light of the persisting
low prices. Capital spend was minimised whilst
ensuring compliance to regulatory and safety
standards to ensure safe and efficient operations.
Essential sustaining capital was spent at the
continuing shafts to maximise shaft capacity and
reduce unit costs. At the concentrators the majority
of the Bulk Tailings Treatment plant was deferred and
all other non-critical expenditure was cut back or
deferred. The weaker ZAR/US$ exchange rate also
assisted the reduction by around $30 million.
02 /
Future K3 project capital is planned to be spent on
ore reserve development to access an additional two
levels (25 and 26) and at Saffy capital is anticipated
to be spent to access additional levels (21-28) via a
sub-decline. Extraction of the Rowland MK2 UG2
resource via the existing Rowland shaft infrastructure
is anticipated to result in production from this area
from 2018 onwards. Concentrator capital includes
the Bulk Tailing Treatment project which allows for
the re-mining of the Eastern Tailings Dam 1. This
was partially deferred from 2015 and going forward
is anticipated to be financed by third party funding.
Sustaining capital across the operations is anticipated
to revert to normal levels in 2018.
Strategic Report
0
Tonnes mined (million)
500
01 /
Comprehensive assessment of capital projects has
been undertaken with the aim of limiting capital
expenditure to levels required to satisfy regulatory and
safety standards and essential sustaining capital
expenditure in the continuing shafts and for a limited
number of development projects. Capital portfolio
optimisation tools have been utilised with the aim of
ensuring that capital expenditure is invested only in the
most cash generative development projects available
to the Group. The Group expects to limit its capital
expenditure in 2016-2018 as shown in the table below.
Capital Expenditure
03 /
2017
Est
$m
2018
Est
$m
K3
Saffy
Rowland
Rowland MK2
K4
Hossy
Other mining
19
10
9
–
8
7
10
19
8
18
–
19
7
12
16
1
3
15
–
–
25
6
2
5
27
–
–
25
3
24
11
29
–
–
40
Total Mining operations
64
84
60
64
107
Concentrators
Smelting & Refining
12
9
17
27
44
21
18
19
15
52
Total process operations
21
43
64
37
67
5
2
7
2
5
3
6
2
5
9
93
136
132
110
188
Hostel / Infill Apartments
Other
Total
A Deeper Look
2016
Est
$m
04 /
2015
Actual
$m
Financial Statements
2014
Actual
$m
05 /
Shareholder Information
www.lonmin.com
/ 50
Lonmin Plc
Annual Report and Accounts 2015
Performance
Social and Labour Plans (SLP)
Our commitment to corporate citizenship defines our
duty to contribute to the wellbeing and development
of the communities that host, and are affected by, our
operations. This duty is formalised in the Social and
Labour Plans obligations under the terms of our
mining rights. Our broader social licence to operate
depends on strong relationships with our host
communities. The Company’s ability to build financial
capital in the long-term is critically dependent on a
predictable and stable operating environment, which
is only possible if we have good relationships with our
immediate communities and labour-sending areas.
Investing in the long-term social, economic and
infrastructural development of our host communities
translates into an investment in our current and future
employee base, and ultimately is a direct investment in
the sustainability of the mines themselves.
Lonmin’s investments in the community aim to
address some of the most pressing socio-economic
challenges facing the Greater Lonmin Community
(GLC). These initiatives focus on education, health,
local supplier development and infrastructure
programmes, and also aim to sustain a pipeline of
skilled local employees and increase procurement
from the local community. Working in partnership with
local government is a key enabler for these initiatives
and for building our social licence to operate.
Despite numerous challenges confronted during 2015,
Lonmin remains committed to deliver on the
commitments of our Social Labour Plans. Key
highlights of the 2015 performance include:
•
Total SLP investment of around R304 million,
excluding BEE procurement spend
•
We aim to strengthen our social licence to operate
through:
Management HDSA representation of 50%
(2104 – 48%)
•
Women representation of 8.8% (2014 – 8.2%)
•
Stakeholder engagement to ensure social
expectations are understood
•
•
Community upliftment initiatives to address
agreed social issues
Total Human Resource Development (HRD)
spend of around R183 million (2014 – R172 million)
which represented 2.6% of payroll (2014 – 3.2%)
•
Successful delivery on all HRD programmes
(for both employees and community members),
except for Learnerships due to intake constraints
as a result of the moratorium on recruitment
during 2015 due to the low price environment
•
Successful delivery of local economic development
projects associated with skills development and
education as well as social infrastructure with a
total investment of R63 million
•
Transformation initiatives to meet the government’s
social and economic development goals
•
Ethical business practices that include the
commitment to uphold human rights
•
Corporate and community partnerships
Left
Grade R learners from the Thlapi Morue Creche in Wonderkop (built by
Lonmin in 2014 – 4 classrooms, ablution facilities and an admin office)
– the crèche currently has 96 learners between the age of 5-6 years.
Right
Daphne Mmatsheko Tshinangwe, cluster leader in Lonmin’s food
garden programme, tends the flourishing gardens in Majakaneng.
Lonmin’s Community Health team supports 133 permaculture food
gardens within the GLC, supplying its food centres, which feed more
than 600 children every day. The team also promotes permaculture
among schools and households as part of the School Nutrition Project.
Lonmin Plc
Annual Report and Accounts 2015
/ 51
Performance
•
Exceeding all preferential procurement targets for
capital, services and consumables; and
•
Construction of 325 infill apartments, of which
225 are bachelor units and are 100 family units
at a total investment of R94 million.
Farlam Commission of Inquiry Report
A compelling proposition for employees – culture
transformation through The Way We Work
•
Financial literacy
•
BEE transactions – through the Employee Trust
and Employee Share Option Programme to share
in the Company’s profits
Progress against our human resources targets is
measured through monthly reporting of key internal
indicators as well as integrating certain targets as part
of the Lonmin corporate objectives. Lonmin’s human
resources strategy, policies and procedures align
with South African labour laws and other relevant
frameworks, guidelines and codes of practice. These
include the social development requirements of the
MPRDA that are defined in the Company’s Social and
Labour Plan, the human rights provision in the
International Council on Mining and Metals principles
of sustainable development and the United Nations
Global Compact.
Shareholder Information
www.lonmin.com
•
05 /
Lonmin gave its full support to the Commission which
we believe was essential if South Africa is to build
sustainable peace. This was not an easy process,
requiring intensive introspection. Immediately after the
report was released we undertook as a Company to
consider its findings in detail and the Company will
respond comprehensively in due course.
Winning the hearts and minds of our people –
ensuring visible leadership and management
accessibility
A Deeper Look
We can never forget that 44 people, mostly Lonmin
colleagues, died in August 2012, in the period leading
up to, during and after the week that changed our lives.
This report is about them, their families and the people
of Lonmin whose lives were touched by those events.
•
04 /
The release of the Marikana Commission of Inquiry:
Report on matters of public, national and international
concern arising out of the tragic incidents in Marikana
in the North West Province (the Farlam Report) to the
broader public in June 2015 was a vital step towards
achieving healing for those involved. The Farlam
Report is of huge significance for all South Africans
and Lonmin is grateful for the enormous effort by so
many people which made the report possible.
Employee relations – rebuilding our relationship
with employees and unions
Financial Statements
89
•
03 /
>
Human resources has been well integrated into the
Company’s business streams to enhance service
delivery to our employees and to support more
effective decision making. The human resources
strategy integrates the following elements:
Governance
SET
Committee
Report
Transformation is monitored and measured at Board
level by the Social, Ethics and Transformation (SET)
Committee. Targets relating to transformation are
included in the corporate balanced scorecard that
is used to determine performance for the incentive
scheme. Recruitment, succession, skills development
and talent management functions include transformation
elements to create a pipeline of strong internal
candidates, particularly HDSAs and women.
The reorganisation process includes a flattening of
the company structure and increases interactions
between management and employees. Engagement
channels include shaft lekgotlas (large meetings
between shaft senior management and employees)
and meetings in terms of the safety and productivity
performance improvement programmes.
02 /
Lonmin embraces transformation as a business
imperative. We are committed to playing our part in
addressing historic inequalities and creating the
conditions in which current and future generations can
succeed in creating a shared purpose. The Mining
Charter requires a focus on increasing the number of
Historically Disadvantaged South Africans (HDSAs) in
management and the number of women in mining.
Lonmin’s focus remains on rebuilding trust in our
relationship with our employees. We see the daily
interactions between management, leaders and
teams as an important means of strengthening
employee relations. This includes key touch points
with employees such as payroll, human resources,
medical services and induction programmes when
employees join the Company or return from leave.
Strategic Report
Transformation and Empowerment
Our people are our most important resource and the
means by which our strategy is effected through the
day to day operations. It is essential that we create
a workplace where people are energised and that is
characterised by strong relationships with employees
and unions. Leadership needs to be adequately
resourced and accountable, working with empowered
teams in a collaborative manner and in flat structures.
01 /
Given the current economic climate, subdued market
conditions and consequential downscaling of the
organisation, Lonmin has commenced with the review
of the current SLPs. Of particular focus is the
remaining three year period, 2016 – 2018. The
intended outcome of the review is to align the SLPs
to the Company’s new reality by way of revising our
commitments via a Section 102 application to the
regulator (DMR) as per the Minerals and Petroleum
Resource Development Act (MPRDA).
People
Lonmin Plc
Annual Report and Accounts 2015
/ 52
Performance
Re-Organisation
HDSAs in
management is a
KPI of the Group
>
35
The reorganisation of the Company is creating a
management structure that is closer to operations
allowing for quicker decision making. Management
will have responsibility closer to operations and it is
believed that visible management presence will
improve communication. In May 2015, the Company
opened up voluntary separation and early retirement
packages (VSPs) and by 6 November 2,120 employees
had taken up these packages.
Support for employees considering the voluntary
separation process included a dedicated help desk,
sms (text) helpline, and easy access to the payroll
services and financial advice from the external
financial advisor as well as the pension and provident
fund service providers. Employees could also make
use of the counselling service should they require
emotional support. Portable skills training was
provided for those taking up the packages.
Additionally any study assistance or debts to the
Company accrued during the 2014 strike would be
written off. The Company subsequently entered
into a section 189 process as the next phase of
headcount reduction that was announced in July 2015.
The announcement followed the decision of orderly
closure and placing on care and maintenance of
unprofitable shafts which affects around 6,000
employees and contractors. This figure includes
those who applied for voluntary separation packages.
A Section 52 Notice was submitted to the Minister
of Mineral Resources as required by the MPRDA.
The mandatory 60-day negotiation period between
the Company, the Council for Conciliation, Mediation
and Arbitration, employee representatives and unions
was extended to 22 October 2015 and now that the
formal consultations have ended the Group continues
to engage on the implementation of the agreed
avoidance measures which include redeployment and
reskilling and VSPs. We remain confident that the
number of forced retrenchments will be minimised
through the avoidance measures. Necessary steps will
be taken to mitigate the adverse effects of any forced
retrenchments. These include portable skills training,
counselling and identification of alternative income
generating opportunities.
Workforce Profile
As at the end September, our total workforce was
35,669, compared to 38,292 in September 2014,
of which 26,968 were permanent employees and
8,701 were contractors. 84% of the Group’s
permanent workforce is South African, with 16%
still being migrant. 8.8% of our permanent employees
are women. Our management headcount as at
30 September 2015 was 475 compared to 516
at 30 September 2014.
HDSAs in Management
We have two methods of measuring our transformation
performance. The regulatory employment equity score
is informed by legal parameters which include white
women. Scoring 50% (2014 – 48%) we once again
surpassed the required target of 40% at management
level. The second is an inward-facing employment
equity score at management level which excludes
white women from the calculation and focuses
specifically on HDSAs. We scored 39% in this area
(2014 – 38%). This measure is designed to ensure
we remain focused on the intent and spirit of the
transformation charter. However, there is still a need
for change and our various employee development
programmes, particularly the leadership staircase,
continue to improve this percentage.
Our focus is to create a pipeline of strong internal
candidates, particularly HDSAs and women, to take
Lonmin into the future. This is inter alia done through
our bursary and graduate development programmes
and prioritised recruitment.
HDSAs in Management (Mining Charter)
52
50.3
50
49.4
48.4
48
%
The Company also reports to the Department of
Minerals and Resources (DMR) against the broad-based
economic development requirements of the Mining
Charter, which include housing and living conditions,
employment equity and human resource development
as human resources themes. Changes to South African
labour laws during the year affect the use of labour
brokers, amend retrenchment practices and specify that
unequal pay for work of equal value without justification
is unfair discrimination. We have reviewed our practices
to ensure that we comply with the revisions. Annually
Lonmin also formally reports to the Department of
Labour on our transformation progress as well as
mandatory compliance requirements.
47.2
46.5
46
44
42
11
12 13 14
Financial year
15
Women in Mining
Lonmin is committed to cultivating a working
environment that welcomes the contribution of
women in a traditionally male-dominated industry.
In 2015, women comprised 8.8% of permanent
employees (2014 – 8.2%) and 6% (2014 – 5.3%)
of core mining positions were occupied by women.
We actively seek to attract and retain more women
into the workforce but this remains challenging.
During 2015 the Women in Mining structures have
focused on Health and Safety with a leadership role
being taken by our majority union AMCU.
Lonmin Plc
Annual Report and Accounts 2015
/ 53
Performance
Gender Profile
As at 30 September 2015
Male
Female
Total
Lonmin PLC Board
7
Executive Committee (Exco)
5
Senior Managers
(excluding Exco) 1
14
Employees
24,589
1
1
8
6
5
18
2,379 26,968
Shareholder Information
www.lonmin.com
05 /
Our aim is to inform, engage and ultimately mobilise
employees by continuously reinforcing the Company’s
Values and Culture and demonstrating examples of
these in action. We also work to empower supervisors
and managers to be able to engage their employees
around important issues, supplying them with regular
Talking Points, FAQs and other communication
materials on a wide range of topics. Apart from
A Deeper Look
Responsibility for Employee Engagement lies with
Human Resources, and is supported by Group
Communications whose role it is to integrate content
and channels in support of overall company strategy
and business objectives. We try to go beyond
‘Information Provider’ to ‘Communication Enabler’ and
continuously seek ways to improve our channels of
communication and adapt content to specific audiences.
The limited organisational rights agreements with UASA
and Solidarity are based on the same agreement that
was concluded with AMCU while it was a minority
union and amongst other things entitle the minority
unions to stop order deduction facilities, access to the
workplace and two full-time union representatives.
An agency shop agreement is an agreement that may
be concluded in line with Section 25 of the Labour
Relations Act. The agreement would essentially
require all employees falling within the recognition
unit as defined in the recognition agreement with
AMCU (employees in Paterson Grade A to C5) to pay
an agency fee to AMCU. The agency fee is equivalent
to 1% of salary, which is the standard AMCU
subscription fee. Both the agency shop agreement
and the proposed termination of minority union
agreements are likely to polarise the non-AMCU
members and could result in industrial action.
This process will unfold during 2016 and it is
unclear what the exact effect will be.
04 /
Our success and sustainability depends on our ability
to engage with and develop our employees. The
breakdown of employee relations is a key risk to the
Company, employees, their families and communities,
as was evidenced by the five months protected strike
in 2014. This is highlighted in the Principal Risks and
Uncertainties risk section of this report.
The employee relations environment at Lonmin has
stabilised over the last 12 months, evidenced by the
successful completion of the voluntary separation
programme (VSP) and the section 189 consultations
in October 2015. While the environment has remained
stable, more work is required and is being done to
strengthen relations with our employees and the
unions to mitigate any possible risk of operational
disruptions. Our view /commitment remains to be a
multi union environment where all employees have a
voice through their union of choice. The majoritarian
nature of our labour relations dispensation has
resulted in AMCU insisting on the termination of the
limited organisational rights agreements concluded
with minority unions and the negotiation of an agency
shop agreement. We will continue to engage and
persuade AMCU against this.
Financial Statements
Engaging with our employees
Employee Relations
03 /
35
The Association of Mineworkers and Construction
Union (AMCU) is the majority labour union
representing 77.4% employees (2014 – 72.6%).
Governance
>
Unions play an important role through their position
as representatives of employees. AMCU is the
majority union and the Company provides limited
organisational rights to the minority unions through
its multi-union model. Lonmin supports our workers’
right to choose their organised labour representatives.
There is ongoing engagement through the various
union structures and management interactions with
union representatives during the voluntary separation
process have been positive.
02 /
Employee
Relations is a
KPI of the Group
The current focus on cost containment and cash
preservation has meant that spending on developmental
training has been reduced and the focus has shifted to
spending only on those programmes required to deliver
on our Social and Labour Plan commitments as well
as ensuring compliance to statutory requirements.
This included halting the further development of the
leadership staircase initiative, which is an employee
development framework enacted in various leadership
development programmes throughout the business.
In 2015, Lonmin invested R183 million in HRD
programmes (2014 – R172 million) which represented
2.6% of the annual payroll (2014 – 3.2%).
Union Recognition Structures
Strategic Report
Human Resources Development
Lonmin’s employee development programmes are
critical to developing a skilled, empowered and
productive workforce for the future. Shortage of
critical skills is a risk to the Company and there are a
range of employee development initiatives to facilitate
talent management through the upskilling of existing
employees and the development of future employees
when the current hiring freeze is lifted.
We respect the right of employees to collective
bargaining and for trade unions to negotiate terms
and conditions of employment with the Company on
behalf of their members. 26,968 employees or 91.4%
of our labour force (2014 – 88.6%) were members of
recognised trade unions at 30 September 2015.
01 /
Footnote:
1. A senior manager is defined as an employee of the company
who has responsibility for the planning, directing or controlling
the activities of the company, or a strategically significant part
of the company; or a director of a subsidiary undertaking. This
is in accordance with the definition of Section 414C of the UK
Companies Act 2006.
helping to keep employees informed, it supports the
business strategy of building our relationship with our
employees by establishing confidence in management.
We are currently examining cost-effective ways of
communicating with employees in the language of
their choice via their mobile handsets to ensure tailored,
two–way communication targeted at specific groups.
Lonmin Plc
Annual Report and Accounts 2015
/ 54
Performance
Our focus in the first half of 2015 was on a rigorous
process of rebuilding relations with AMCU after last
year’s five-month long strike. This included the creation
of a Relationship Charter that maps out the legal
aspects of the Company’s relationship with the
majority union as well as aspirations, expectations,
accountabilities and commitments from both parties
to enable the relationship. A series of workshops
were conducted across all leadership, union and
management levels to deepen understanding and
strengthen relationships. Union engagement structures
have been institutionalised and regular meetings are
held with management to update unions on the status
of the business. Training is provided to shop stewards
on legislative matters, business skills and the
requirements of their roles and responsibilities.
Employee and
Union relations
are a principal
risk for the Group
>
28
Joint task teams between management and the
union was set up to ensure progress is made on the
non-financial needs that were raised during negotiations
in 2014, but that were not finalised at the time of the
wage agreements. These include broader stakeholder
engagement in line with the generic processes of
consultation and social dialogue, and will cover
among other things, productivity improvements,
housing and living conditions, employee indebtedness,
skills development, and shareholding and profit sharing.
Management and unions also engage at regular
meetings of the Future Forum that was established
in December 2014 as required by the MPRDA,
which aims to establish a joint working relationship
between the mine, workforce representatives,
government and community representatives.
We have been encouraged by the robust but
constructive engagements with unions. We believe
that if we continue to deepen our relationships with
our employees and their union representatives that the
wage negotiations in 2016 will take place on a much
stronger platform of respect and trust than in the past.
Health
Lonmin’s health and hygiene department manages
both occupational health and hygiene, and primary
healthcare programmes under the slogan ‘Your
Health, Our Priority’. Health services are offered
through four clinics and an on-site hospital.
Healthcare service extends to the Greater Lonmin
Community (GLC) through the implementation of
various Social and Labour plan projects.
The Company also offer a wellness programme that
is designed to cater for the physical and emotional
effects of HIV. Voluntary counselling and testing is
offered at all primary healthcare and occupational
health centres and during awareness campaigns,
two of which were held during the year.
In total, 16,301 employees and contractors were
tested for HIV during the year, of which 10% were
positive. Workplace peer educators are on site to
raise awareness and in 2015 we targeted a ratio of
one trained peer educator for every 75 employees.
In 2015, there were 391 peer educators active, a ratio
of one per 69 employees.
TB is an opportunistic infection and people infected
with HIV/AIDS are more prone to TB, increasing the
importance of monitoring and tracking the disease.
462 new cases of TB were diagnosed and treated in
2015, including 12 cases of multi-drug resistant TB
and one case of extreme drug resistant TB. Patients
that do not collect treatment are prevented from
clocking in at work until they do so. Community
volunteers visit employees to do contact tracing at
their homes and at the same time confirm that they
are taking treatment.
Occupational health and hygiene
Noise-Induced Hearing Loss (NIHL) is a key
occupational health and hygiene risk faced by our
employees and contractors. There were 199 new
cases of NIHL diagnosed in 2015 (2014 – 66).
A number of cases of incorrect recording of baseline
hearing tests around the time of the change in
legislation in 2003 were also picked up, which resulted
in registering hearing shifts from the incorrect baseline.
This constitutes 41% of NIHL cases reported in 2015.
Hearing damage has a long latency period and can
take many years to manifest with contributing factors
including employees' age, number of years exposed
to noise, concurrent medical conditions and
non-compliance with wearing of hearing protection
devices. We continue to seek and investigate
additional methods to reduce noise exposure and
prevent NIHL.
Living Conditions
Human Settlements
Primary Healthcare
HIV/AIDS related diseases such as tuberculosis (TB)
is the primary cause of mortality among in-service
employees. Lonmin supplies anti-retroviral treatment
(ART) to employees for life (whether they remain
employed or not). While the number of patients that
participate in the ART programme increased by 14%
to 4,167 in 2015, we shifted the threshold at which
employees are eligible for ART in January 2015 to
initiate treatment earlier. This approach has been
proven to maintain a productive life for longer, reduce
disease complications and produce fewer side-effects.
We have seen a significant increase in the success
rate as a result of this shift.
The intention of our integrated human settlements
strategy is to improve our understanding of our
employees’ way of living and their needs, accelerate
the provision of housing opportunities in order to
assist employees in this primary need, promote a
sense of ownership, rights and responsibilities in our
employees as owners and tenants, and ensure
optimal and sustainable use of Company resources.
Improving living conditions for our employees and their
families supports productivity, reduces absenteeism
and increases the stability and security of our
operations. As construction and housing development
fall outside of the Company’s core business, Lonmin
has developed an integrated human settlements
strategy that operates on a partnership model. In this
model Lonmin provides services, pre-feasibility
studies, pay-roll administration, non-financial technical
support and, where appropriate, land.
Lonmin Plc
Annual Report and Accounts 2015
/ 55
Performance
Lonmin also previously built 369 houses at Karee and
280 at Wonderkop between 2000 and 2004 which are
available for rent.
Future housing plans
Financial Statements
04 /
A Deeper Look
We are conducting feasibility studies on 134 hectares
of land at Marikana Extension 5 and 25 Hectares in
Mooinooi. These include securing external funding,
bulk services, serviceable land and mortgage funding
for home ownership. We are engaging with various
government departments to partner with us in order
to develop this project, including the provision of
much needed bulk services. The integrated human
settlements strategy is being revitalised to align
with the current circumstances of the Company.
Lonmin’s long-term strategy to provide a sustainable
housing proposition for employees relies on
collaboration with external partners for funding,
construction, administration, rental collection and
maintenance of the properties. We continue to
engage with potential partners that can develop and
administer property to find a solution that balances
affordability and quality.
03 /
All 128 single sex hostel blocks were successfully
converted into renovated apartment blocks at a
total cumulative cost of R387 million. The second
phase of the development involves building further
units in the free space around the existing converted
structures through the Infill Apartment Project.
Governance
Hostel conversions and infill apartments
Lonmin encourages home-ownership for employees
and community members. The Marikana Housing
Development Company, a section 21 non-profit
company, has made available 1,149 two-bedroom
homes for outright purchase or on a rent-to-buy
scheme. The selling price of these 45 square metre
homes is R62,426 including land. To date only 325
people (2014 – 305) have taken ownership of these
houses. Notwithstanding the challenges relating to
affordability and access to funding, there exists an
opportunity to intensify the marketing and education
programmes to encourage employees to purchase
the houses.
02 /
A breakdown of capital expenditure for the Group,
including amounts spent and planned to be spent on
hostel conversion and infill apartments can be found
on page 49. The sustained low pricing environment
has resulted reductions in all areas of capital
expenditure including housing.
Affordable housing
Strategic Report
The integrated human settlements strategy comprises
three pillars: Hostel conversion and infill apartments,
affordable housing and future housing plans.
This has been designed in such a way, that the new
development can access the existing installed bulk
infrastructure surrounding the hostels. There is
capacity to develop 4,000 units over the next five
years. Our reality, based on constrained capital
expenditure, is that we anticipate that we will only be
able to build around one third of this number units.
Extensive efforts required to access possible funding
from institutions such as the Social Housing
Regulatory Authority and the Development Bank
of South Africa. This project commenced with the
construction of 325 units at Karee, which will be
completed in December 2015.
01 /
The ultimate objective is to create a community that
will be sustainable even once mining activities stop.
This requires that the local economy is developed by
keeping the wealth in the region in the form of a stable
population that is housed comfortably with access to
the relevant social and economic resources to sustain
it over the long term. One of the challenges we face in
executing the strategy are the deficient or non-existent
bulk services and infrastructure in the settlements,
such as water, power and sewerage. We continue to
work closely with Government to ensure that
infrastructure challenges that fall outside our mandate
are addressed to support community development.
Other challenges include sourcing funding for
developments and meeting union and community
expectations, which include the use of local labour
and the provision of suitable accommodation.
Transformation through Enterprise
Development and Procurement
Shareholder Information
www.lonmin.com
05 /
In October 2013, Lonmin contributed 50ha of serviced land for
the development of 2,658 (rental and ownership) housing units
at Marikana Extension 2. During 2014, the North West Premier
announced that R462 million had been set aside by regional
government for the funding of this project to be implemented in
phases. Phase 1 comprising 252 community residential units,
pictured, is now complete.
Lonmin is committed to the principle of transformation
and our contribution to South Africa’s transformation
agenda has a direct impact both on our reputation
and on our social licence to operate. Transformation
is promoted throughout the business and is a
commitment in terms of the Mining Charter, specifically
through the ownership and procurement clauses that
seek to accelerate the participation of HDSAs in the
mainstream economy.
/ 56
Lonmin Plc
Annual Report and Accounts 2015
Performance
BEE Equity Ownership
Community trusts
In November 2014, Lonmin successfully completed
three BEE transactions which cumulatively give the
Company an additional 8% equity empowerment.
Lonmin accordingly achieved the target of 26%
BEE ownership by 31 December 2014 as required
by the Mining Charter. These transactions support the
improvement and development of local communities
and align the interests of communities, employees
and shareholders.
2014 saw the establishment of two separate
community trusts. Each trust holds 0.9% of the
ordinary shares in Lonplats, and is entitled to dividend
payments which have been mandated for upliftment
projects in the respective communities. To the
extent that no dividend is payable in a particular year,
each community trust will be entitled to a minimum
annual payment of R5 million escalating in line with
CPI each year. While these transactions have been
successfully concluded, there has been a challenge
to the transaction by a faction within the Bapo
community. Lonmin continues to engage with all
stakeholders to resolve the issues of concern.
Once Empowered Always Empowered Principle
The historical “Once Empowered Always Empowered”
principle is a subject of legal clarity involving the
Chamber of Mines on behalf of the industry and the
South African Government’s Department Of Minerals
and Resources. Lonmin Replaced its original BEE
partners for value with another BEE partner and our
BEE equity ownership is at 26%.
Bapo transaction
The Bapo Ba-Mogale Traditional Community is a key
shareholder in Lonmin. The intention of the BEE deal
with the community is to share the value created by
the Company and to assist in building our host
community. The value that accrues to the Bapo
community should make a real difference to their lives
and help to improve living conditions and provide
Lonmin with a stable and peaceful operating
environment, which is important to successfully
operating the business.
The Bapo Transaction involved a royalty for equity
swap and the sale of the Bapo 7.5% stake in the
Pandora Joint Venture to a Lonmin subsidiary. This
transaction provided the Bapo Community with equity
participation of circa 2.24% at Plc level and a deferred
royalty payment of R20 million per annum payable by
Lonplats (EPL and WPL combined) in each of the five
years following completion of the transaction. The
BEE accreditation arising from this royalty for equity
swap transaction amounted to 2.4%.
The transaction includes a commitment from Lonmin
to provide procurement opportunities to members of
the Bapo community of at least R200 million over an
initial 18-month period. The first such contract was
finalised in March 2015 involving the supply of
equipment to move ore between shafts. Some 200
Bapo community members received training to fulfil
this contract. A further stock pile management and
movement contract was finalised in September 2015.
These contracts will bring additional benefits to the
community through job creation and other multiplier
effects. Other long-term opportunities are currently
being identified that will not only achieve the
committed amount during the stipulated period but
also bring additional benefits to the community
through job creation and other multiplier effects.
Employee Profit Share Scheme (EPSS)
The EPSS was implemented in 2014 and aims to
provide our employees with economic partnership
and ownership whilst simultaneously sharing the
responsibilities and involvement that this ownership
brings. The implementation of this EPSS enabled
Lonmin to receive an HDSA equity accreditation of 3.8%.
Preferential Procurement
Lonmin recognises the importance of actively involving
citizens who were previously excluded from the
mainstream of the economy and currently procures
20% of goods and services from black owned
suppliers. The preferential procurement strategy
provides opportunities to empowered companies in
terms of Broad-based Black Economic Empowerment,
female representation and, where possible, focus on
candidates within the GLC. The Mining Charter set
targets of procuring 70% of services, 50% of
consumable goods and 40% of capital goods from
HDSA-owned suppliers.
This is a focus area of the preferential procurement
strategy and we were able to achieve this target in
2015. The procurement department works closely with
the enterprise development department to develop local
suppliers that show potential. The biggest challenge
we face is increasing the number of black women
owned suppliers in our vendor base, an area that
we are making an effort to address through various
ED initiatives and projects such as the manufacturing
of personal protective equipment project.
Community Relations and Our
Corporate Citizenship Agenda
Stakeholder Engagement
Our business begins and ends with relationships and
the quality of those relationships are central to our
success. This understanding is crucial if we are to
create an enabling environment to meet our strategic
and business goals. We have embarked on a
structured stakeholder engagement journey to review,
prioritise and reframe our activity so that we may take
the organisation from the current, limited enabling
environment to one in which our stakeholders see
their interests as being compatible with ours.
Corporate Communication and Reputation
Management
Lonmin has received significant media exposure in the
past year, reflecting the turbulence and uncertainty in
the industry generally while Company specific coverage
has focused on Lonmin’s BEE transaction, the release
of the Farlam Report, and the decision to downscale
operations and restructure the Company accordingly.
Lonmin Plc
Annual Report and Accounts 2015
/ 57
Performance
The “Marikana lense” continues to shape our corporate
reputation. This is not something we can address
overnight but our continued focus on communication,
transparency and genuine engagement has gone a long
way to aligning the Company and our stakeholders
to a shared vision of a sustainable and profitable
Lonmin through all cycles. Winning the trust of key
stakeholders will depend on our ability to deliver on
our value propositions.
Enterprise development
Our strategic pillar of operational excellence
incorporates a commitment to minimising the
environmental impact of our operations.
Non-combustion product use
385 tonnes CO2e
Explosives
6,315 tonnes CO2e
Stationary combustion
49,669 tonnes CO2e
Mobile combustion
27,934 tonnes CO2e
Shareholder Information
www.lonmin.com
Scope 1 GHG Emissions by source
05 /
We share global concern around environmental
degradation and resource scarcity as we are dependent
on these resources to operate. Our operations are not
without environmental impact and these need to be
reduced, mitigated or remediated. This includes our
responsibility to minimise our environmental footprint
by adopting cleaner technologies, and to improve the
efficiency with which we use input resources such as
energy and water.
The Company uses the GHG protocol which has been
developed by the World Business Council for
Sustainable Development and the World Resource
Institute. GHG emissions are classified as Scope 1,
Scope 2 and Scope 3 emissions.
A Deeper Look
Our Environment
Our total carbon footprint for 2015 was 1.8 million
tonnes of CO2e (2014 – 1.2 million tonnes CO2e),
predominantly made up of scope 2 emissions, which
is purchased electricity. Our greenhouse gas (GHG)
intensity of 1.2 tonnes CO2e per PGM ounce has
improved by 14% from 1.4 tonnes CO2e per PGM
ounce in 2014.
04 /
Lonmin’s partnership with Shanduka Black Umbrellas
has paid dividends with 54 new businesses created
in the Mooinooi area since the incubator launched in
2013, developing them to a level where the businesses
can meaningfully access procurement, finance and
networking opportunities.
Climate change and carbon emissions have been
identified as important to Lonmin due to our
dependence on Eskom’s significant coal-based
electricity generation and physical and regulatory
risks associated with climate change.
Financial Statements
Lonmin’s infrastructure development includes bulk
water infrastructure; road upgrades; waste removal;
and lighting to improve public safety. We continue to
work with all tiers of government to ensure coordination
and alignment in the provision of social infrastructure.
Carbon Emissions
03 /
Infrastructure Development
Governance
Lonmin provide holistic healthcare to employees and
the broader community comprising awareness;
promotion; prevention and infrastructure development.
Our approach to energy management is guided by
our Energy Management Strategy (EMS), within a
framework based on the SANS 50001 standard.
As energy emissions from indirect energy sources,
electricity, is the most significant source of carbon
emissions, Lonmin’s EMS is primarily focused on
reducing Scope 2 emissions as these comprise
and have the highest associated monetary and
regulatory risks.
02 /
Community Healthcare
Energy efficiency at 4.68 gigajoules per PGM ounce
was the lowest in three years as a results of the
decrease in opencast mining combined with the
increased PGM production and the success of
many initiatives in this area. This is shown as a KPI
on page 35.
Strategic Report
Community Education and Skills Development
Lonmin community education programme provides
support to 22,500 school going learners in the
Greater Lonmin Community in a value chain of six
key areas of education: infrastructure development;
learner support; parent support; school nutrition
and sports, arts and culture. Community skills
development programmes include engineering and
artisan training; portable skills; adult education and
training; and community study assistance.
The secure supply of electricity directly impacts our
ability to run our current operations and ensure the
safety of our employees underground. As a premium
user, Lonmin has agreements in place with the energy
provider which includes predetermined warning of
reduced supply, and to continue receiving enough
electricity to sustain life at the different operations.
In order to ensure the safety of our employees, critical
safety systems remained operational and real time
monitoring and control systems were established.
Our total energy consumption for the year was
6,783 Terajoules, (2014 – 4,697), a 45% increase
on the strike impacted prior year.
01 /
Community Value Proposition (CVP)
The CVP project, now in its second year, has enabled
the Company to deliver focused social investment that
is impactful and sustainable. Our investment includes
community education and skills development,
community healthcare, infrastructure development
and enterprise development.
Energy Security and Usage
Lonmin Plc
Annual Report and Accounts 2015
Performance
Scope 1
tonnes CO2e
Scope 2
tonnes CO2e
Scope 3
tonnes CO2e
Total Emissions
in 2015
tonnes CO2e
Marikana
PMR
Limpopo
Group
81,197
2,249
856
1,595,997
17,130
56,362
2,106
65
0
1,708
1,679,300
19,444
57,218
1,708
Total
84,302
1,669,489
3,879
1,757,670
Source*
* Excludes London office, Johannesburg office and exploration sites as these are considered insignificant in comparison to the
operations at Marikana and Limpopo.
Total GHG Emissions (’000 tonnes CO2e)
Waste Management
Lonmin is committed to minimising the waste it
generates through preventing and reducing waste
production, and through recycling and reuse wherever
possible, with an end goal of zero waste to landfill
over the medium to long term. In 2015 48% of
general waste was recycled or reused (2014 – 48%)
and 8,585 tonnes of general waste went to landfill
(2014 – 5,460).
1,800
Tonnes CO2e (’000)
1,600
1,400
1,200
1,000
800
600
400
200
0
11
12
Scope 1 emissions
13
Financial year
Scope 2 emissions
14
Scope 3 emissions
15
Total emissions
Fresh Water Consumption and Water Efficiency
10,000
8
8,000
6
6,000
4
4,000
2
2,000
0
11
12
13
14
15
Water efficiency (m3/PGMoz)
Fresh water consumption (’000m3)
/ 58
0
Financial year
Fresh water consumption (’000m3)
Water efficiency (m3/PGMoz)
Lonmin’s Integrated Waste Management Plan
(IWMP) aligns with the requirements of the National
Environmental Management: Waste Act, the relevant
waste by-laws and other regulations, norms and
standards. The IWMP informs the process whereby
waste is generated, handled and transported within
the activities of collection, reuse, recycling, treatment
and finally disposal. The plan focuses on reducing
the amount of waste generated, and increasing
reuse, recycling and recovery of waste materials
already generated.
Hazardous waste
2014
tonnes
2015
tonnes
Sent to landfill
Recycled
Reused
Incinerated
40,097 86,881
2,553 1,452
1,361 1,952
10
12
Total
44,021 90,297
Water Management
Lonmin recognises and acknowledges that water
scarcity in South Africa presents one of the greatest
challenges to the country and its development.
Through the Lonmin Integrated Water and Waste
Management Plan and the Water Conservation and
Water Demand Management Strategy, Lonmin
focuses on securing, optimising and avoiding
contamination of ground and surface water resources.
The Integrated Water Balance is specialised software
that simulates scenarios and risk assessments so that
Lonmin can make informed decisions about its water
use and manage the effectiveness of the strategy. It is
an important tool to standardise best water practices
throughout the business.
Our total freshwater intake for 2015 was 8.3 million
cubic metres, representing a 34% increase on the strike
impacted prior year (2014 – 6.2 million cubic metres).
Water efficiency was 5.8 cubic metres per PGM ounce
(2014 – 7.0 cubic metres per PGM ounce). 13.7 million
cubic metres (2014 – 20 million cubic metres) of
water was recycled and reused through the closed
reticulation system in 2015.
Air quality
Emissions from our operations can affect the ambient
air quality, and we acknowledge our responsibility to
continuously manage and reduce the impact. The
National Environmental Management Air Quality Act
regulates air quality in South Africa and focuses on
both the source and the impact of emissions on the
ambient environment. The smelter, base metals
refinery, precious metals refinery and laboratory hold
Atmospheric Emissions Licences. The Group’s
principal atmospheric emissions are sulphur dioxide,
generated through the smelting and converting
activities at the smelter. Emissions in 2015 averaged
11.2 tonnes per day compared with 7.16 tonnes per
day in 2014 when production was impacted by the
five month strike.
Lonmin Plc
Annual Report and Accounts 2015
Governance
60
62
64
76
85
87
89
91
96
Board of Directors
Executive Committee
Corporate Governance Report
Audit & Risk Committee Report
Nomination Committee Report
Safety, Health & Environment (SHE) Committee Report
Social, Ethics & Transformation (SET) Committee Report
Directors’ Report
Directors’ Remuneration Report
We explain how we are organised,
what the Board has focused on and
how it has performed, our diversity
practices, how we communicate
with our shareholders and how
our Directors are rewarded.
/ 59
Governance
02 /
Governance
www.lonmin.com
/ 60
Lonmin Plc
Annual Report and Accounts 2015
Governance
Board of Directors
The Board provides the constructive challenge to management necessary
to create accountability and drive performance.
PROTECTING
SHAREHOLDERS’
INTEREST
LEADERSHIP
The Board’s primary
duty is to promote the
long-term success of the
Company for the benefit
of its shareholders taken
as a whole.
The Board provides
entrepreneurial leadership
to the executive team,
sets goals and targets
and develops strategies,
policies and processes.
Brian Beamish (58)
Chairman
Ben Magara (48)
Chief Executive Officer
Simon Scott (57)
Chief Financial Officer
Ben Moolman (54)
Chief Operating Officer
Appointed to the Board:
1 November 2013
Appointed to the Board:
1 July 2013
Appointed to the Board:
27 September 2010
Appointed to the Board:
25 June 2015
Experience:
Brian was formerly Group Director,
Mining and Technology at Anglo
American where he worked
for 36 years. He was also a
non-executive director of
JSE-listed Anglo American
Platinum Limited from May 2010
to 30 September 2013. His
previous executive roles included
four years as Operations Director
of Anglo Platinum and working as
COO and subsequently CEO of
Anglo American’s global Base
Metals business. A graduate in
mechanical engineering from
Wits University and of the PMD
programme at Harvard Business
School, he has career long
experience of the mining industry,
largely gained in operational roles
in South Africa and latterly in other
parts of the world, particularly
South America.
Experience:
He is a graduate Mining
Engineer from the University of
Zimbabwe and has attended
various management programmes
including the Accelerated
Development Programme at the
London Business School, UK and
the AMP at GIBS, SA. Ben has
extensive mining experience in
both underground and surface
mining as well as soft and hard
rock mining. He also has
experience in the energy and
logistics industries. Ben was the
Chief Executive Officer of Anglo
Coal South Africa and the
Executive Head responsible for
Engineering and Capital Projects
at Anglo Platinum. Ben was
previously a director of Anglo
American South Africa (2006-2013),
was Chairman of Richards Bay
Coal Terminal and the Eskom
2008 Coal Working Group. He
is the Chairman of the Board
of Trustees at St Peters Prep
School Foundation.
Experience:
He is a graduate with accounting
and commerce degrees from the
University of the Witwatersrand,
and has also attended the
management development
programme at the University of
Cape Town. A South African
registered chartered accountant,
he has held a number of financial
management roles in South Africa
with local and global employers
including over eight years with
Anglo American. Most recently
he was CFO of the JSE-listed
Aveng Limited, a globally active
engineering and construction
group with significant involvement
in the mining sector.
Experience:
He has thirty years of mining
experience and holds a BSc in
Engineering (Mining) from the
University of the Witwatersrand
and several management
qualifications obtained at various
international institutions. Ben
previously spent 10 years at
Lonmin where he headed up
mining operations at Karee,
10 years at Impala and 10 years
at Glencore Xstrata where he
quickly rose to managing Director
of their platinum division with
responsibility for the value chain
across all mining and processing
operations. He then re-joined
Lonmin in August 2014 to head
the newly established Business
Support Office and was promoted
to Chief Operating Officer in
February 2015.
Nationality:
British and South African
Nationality:
Zimbabwean
Nationality:
British and South African
Nationality:
South African
Lonmin Plc
Annual Report and Accounts 2015
/ 61
Governance
01 /
Strategic Report
02 /
Governance
03 /
Jonathan Leslie (64)
Independent
Non-Executive Director
Appointed to the Board:
16 February 2015
Appointed to the Board:
10 August 2007
Appointed to the Board:
11 March 2010
Appointed to the Board:
4 June 2009
Experience:
Varda has completed the Business
Management Programme at
Technion, the Israel Institute of
Technology and the Advanced
Management Programme at
Oxford University. Over a period
of 30 years she held several
executive level and managerial
positions within De Beers Trading
Company and Diamdel Israel
(De Beers’ principal trading
subsidiary) before subsequently
serving eight years as the CEO of
De Beers Trading Company. Varda
has also held two non-executive
positions chairing joint ventures
between De Beers and the
Botswanan and Namibian
governments respectively.
Experience:
An actuary by profession, Jim has
extensive UK and South African
business experience, including
senior executive roles with
Prudential UK and Old Mutual,
being Group CEO of the latter
from 2001-2008. He is a director
of Liberty Group and Liberty
Holdings, and chairman of Sun
Life Financial (amongst others).
Experience:
Len holds degrees in accounting
and commerce from South
African and U.S. universities.
After qualifying as a chartered
accountant, he pursued an
academic career at the University
of Durban-Westville, before
moving into commercial roles.
He now has a broad ranging
business career, chairing the
boards of leading South African
companies including Exxaro
Resources and Steinhoff
International and serving on the
boards of others including Sappi
and Alexander Forbes. A member
of the King Committee on
Corporate Governance, he is
also a member of the Corporate
Governance Forum and the
Institute of Directors.
Experience:
After graduating in jurisprudence
and qualifying as a barrister,
Jonathan spent 26 years with
Rio Tinto, including nine years’
service on its board. His roles at
Rio Tinto included Mining Director
and Chief Executive of the Copper
and later the Diamonds & Gold
Product Groups. He was
subsequently CEO of Sappi,
the executive chairman of
Nikanor and CEO of Extract
Resources Limited.
Committees:
Chairs the Audit & Risk Committee
and Social, Ethics & Transformation
Committee and is a member of
the Nomination Committee
Nationality:
South African
www.lonmin.com
Nationality:
British
Shareholder Information
Nationality:
British
Nationality:
British
Committees:
Chairs the Safety & Sustainability
Committee, and is a member
of the Nomination and
Remuneration Committees
05 /
Committees:
A member of the Audit & Risk,
Nomination and Remuneration
Committees
Committees:
Chairman of the Remuneration
and Nomination Committees
and a member of the Audit &
Risk, and Social, Ethics &
Transformation Committees
A Deeper Look
Len Konar (61)
Independent
Non-Executive Director
04 /
Jim Sutcliffe (59)
Independent
Non-Executive Director
Financial Statements
Varda Shine (52)
Independent
Non-Executive Director
/ 62
Lonmin Plc
Annual Report and Accounts 2015
Governance
Executive Committee
A team dedicated to
the future of Lonmin
Ben Magara (48)
Chief Executive Officer
Biography included overleaf
on page 60.
Simon Scott (57)
Chief Financial Officer
Biography included overleaf
on page 60.
Ben Moolman (54)
Chief Operating Officer
Biography included overleaf
on page 60.
Lerato Molebatsi (46)
Executive Vice President,
Communications and
Public Affairs
Joined Lonmin:
September 2013
Experience:
Lerato previously worked at the
Department of Labour since
September 2011 as their Deputy
Director General: Corporate
Services. Prior to joining the
Department of Labour, Lerato
worked in senior executive
positions at Sanlam, Old Mutual
and Alexander Forbes. She holds
a Bachelor of Arts degree in
Psychology from the University
of Johannesburg and a Post
Graduate Diploma in Rural
Policy Development Policy and
Management from the University
of Witwatersrand. She has also
attended the Senior Management
Development Programme at the
University of Stellenbosch. Lerato
has considerable experience in
labour dynamics, community
engagement, government and
regulatory policy. Lerato is
responsible for corporate
communications, media and public
relations, stakeholder management,
South African regulatory affairs
and community development.
Nationality:
South African
Lonmin Plc
Annual Report and Accounts 2015
/ 63
Governance
01 /
Strategic Report
02 /
Governance
03 /
Experience:
Abey joined Lonmin as Senior
Manager Human Resources.
He held several roles including
Executive Manager External Affairs
and Executive Manager Human
Resources. He was appointed
Executive Vice President Human
Resources in September 2013.
Prior to joining Lonmin, he worked
in executive human resources
roles at GrafTech South Africa,
City of Johannesburg, Samancor
Manganese and Denel. Abey has
extensive experience in human
resource management, labour
relations, community investment
and stakeholder relations. He holds
a Bachelor of Social Sciences from
the University of the North West
and a Masters Diploma in Human
Resource Management.
Experience:
Mike joined Lonmin as the
Senior Manager Mining for our
Limpopo operations. He has held
a number of different roles in the
organisation since then, including
Vice President Mining for our Karee
Operations and Vice President
Group Technical Services,
responsible for technical services
in the mining and processing
divisions. Mike was appointed
Executive Vice President, Business
Support Office in July 2015. He
performs a central role in assisting
senior and line management
teams to implement strategic
initiatives. Mike holds a BSc in
Engineering from the University
of Witwatersrand and an MBA
from Wits Business School.
www.lonmin.com
Nationality:
South African
Experience:
Thandeka was nominated by
Shanduka. She works with
Shanduka’s investee companies
advising on transformation and
broad-based empowerment.
She holds a social sciences
degree from the City University
of New York and an MBA from
Henley Business School. She
began her career working with
various government institutions,
developing strategy and policy
for small and medium enterprises,
and then joined the retail banking
side of Standard Bank.
Nationality:
South African
Shareholder Information
Nationality:
South African
Joined Lonmin:
November 2011
05 /
Joined Lonmin:
September 2008
A Deeper Look
Joined Lonmin:
April 2008
Thandeka Ncube (47)
Head of Sustainability
and Development,
Shanduka Resources
04 /
Mike da Costa (51)
Head of the Business
Support Office
Financial Statements
Abey Kgotle (44)
Executive Vice President,
Human Resources
/ 64
Lonmin Plc
Annual Report and Accounts 2015
Governance
Corporate Governance Report
Dea r Sha reholder,
Brian Beamish
Chairman
As a company with a premium listing in London, Lonmin is subject to the UK Corporate Governance Code (the “Code”).
The Code encourages chairmen to report personally on how its principles relating to the role and effectiveness of the
board have been applied. It is with pleasure that I provide this brief overview of the governance of the Board activities
and the progress made in 2015.
My role as Chairman is to lead the Board and ensure it is effective in discharging its function of providing leadership
to the business and exercising the necessary control to support the success of the business. Governance is one of the
means by which the Company preserves value for shareholders and others. The challenge that we face is to ensure
effective governance, but with the minimum amount of bureaucracy. We believe that we have found a good balance
through creating a clear and compelling business model and creating a shared vision for the Company with a focus
on processes and compliance.
We choose to maintain the highest standards of corporate governance as we believe these should help to facilitate
the success of the Company and sustain this over time. Crucially management, led by the CEO, is responsible for
running the business while the Board, acting under my leadership, reviews and approves strategy and provides the
constructive challenge to management necessary to create accountability and drive performance, with the long-term
success of the enterprise as the central aim. Our effectiveness in doing this should make a material difference in
terms of creating and preserving value for shareholders and other stakeholders. Board composition is therefore of
enormous importance and there are three critical dimensions: creating the right balance of skills and experience;
maintaining a strong level of independence and objectivity; and ensuring that all Directors have sufficient knowledge
of the Company and the context in which we operate. As we act in shareholders’ interests, it is right that
shareholders have the opportunity to vote on the re-election of every Director on an annual basis.
During the year we had several significant changes to the Board composition. A detailed analysis was undertaken to
review the skills, experience and knowledge of the Board as these changes occurred. I am happy that the Board has
the necessary depth across these three metrics and is well constituted to deal with the issues facing your Company.
This process emphasized the relevance of effective Board succession planning and this aspect will receive an
enhanced level of attention during the coming months.
This year we have undertaken reviews of the performance and effectiveness of the Board, its Committees and
individual Directors, all managed in-house. The decision to defer undertaking an externally facilitated review was
taken against the background of a very challenging year compounded by a high level of changes to the Board’s
membership. The Board felt that it would benefit most from this process if it first had some time to adjust to the
various Board changes and to enjoy a period of stability in this regard. We therefore intend to undertake an externally
facilitated review of Board and Committee performance and effectiveness in 2016, which will be in line with the Code
recommendation to do this at least every third year. The outcome of the self-assessment undertaken for 2015 was
that the Board had been broadly effective, but that more attention might be given to longer term strategic issues.
This feedback has been taken into account in setting the 2016 board objectives.
Risk identification, management and mitigation received an enhanced level of Board and management attention.
The effective management of business risks assumes a higher level of importance when the business is under stress
– such as the stress caused by unprecedentedly low commodity prices, in the case of your Company. The Board
actively reviewed the processes, ranking and reporting associated with business risk management and has integrated
the topic of risk more effectively into both the Board and management agendas. We are confident that this enhanced
focus will result in tangible improvements to business performance.
The remainder of this report explains the governance structures and processes the Board has implemented and
what we did during the year. Given the importance of the work of the Board Committees, each of those now
provides separate reports, which follow this statement. I hope the statement and reports provide a useful and
interesting insight into how the Board has performed as stewards of your Company during the year.
Brian Beamish
Chairman
Lonmin Plc
Annual Report and Accounts 2015
/ 65
Governance
Corporate Governance Report
Compliance statement
As noted in the Chairman’s introduction, Lonmin is subject to the UK Corporate Governance Code, published by the Financial
Reporting Council and available on their website, www.frc.org.uk. During the year to 30 September 2015 (“FY2015”) the Company
has in all respects complied with the provisions of the September 2014 edition of the Code, save for:
•
the period from 1 October 2014 to 29 January 2015 during which the Company did not comply with the requirement that
performance-related incentive schemes include arrangements to recover or withhold variable pay when appropriate to do so
(ie clawback or malus) as these amendments required shareholder approval at the Annual General Meeting (“AGM”). This was
remedied with the approval of the new long-term incentive plan and the amended annual share award plan at the Company’s
AGM in January 2015.
1. How the Board of Directors operates
1.1 The role of the Board
The Board is the custodian of the Company’s strategic aims, vision and values. It provides entrepreneurial leadership to
management within a framework of prudent controls which enables risk to be assessed and managed appropriately. It
assesses whether the necessary financial and human resources are, and will continue to be, in place to enable the Company
to meet its objectives and ensure that it takes full account of safety, environmental and social factors. The graphic below
shows the iterative nature of the Board’s role:
• Develop the business model and
provide entrepreneurial leadership
03 /
• Appoint the CEO
Financial Statements
• Report to shareholders on business
performance, and ascertain their views
• Consider and approve strategy,
business plans and budgets
• Oversee reporting to other stakeholders
HOW THE
BOARD OF
DIRECTORS
OPERATES
• Oversee governance environment,
including through oversight delegated
to Board Committees
• Oversee the internal control framework
For FY2015 the Boards objectives covered topics such as performance, short term strategic requirements, stakeholder
engagement, community and transformation and engagement with management.
www.lonmin.com
Shareholder Information
In the early part of each financial year the Board sets a number of short-term objectives it intends to pursue in the year,
aligned with the Company’s long-term strategic goals. These objectives are used to drive the agenda-setting process for each
scheduled meeting of the Board, so that we ensure that time is focussed on these key areas. The objectives also form a
useful framework within which the effectiveness of the Board can be assessed.
05 /
The schedule of matters reserved to the Board, which is currently under review by the Board as part of its annual workplan
and available on the Company’s website, sets out the Board’s ultimate responsibility for the Group’s strategy, operations and
risks, and reserves to the Board power to approve a range of decisions of a significant nature. Importantly, the Board determines
the Company’s risk appetite (which we define as the risks we actively seek or accept in pursuit of our long-term objectives),
decides the Company’s business strategy and then determines the risk tolerance (which we define as the limit of risk we are
prepared to face in pursuit of those long-term objectives). Naturally, these must be supported by sound risk management and
internal control systems, the design and maintenance of which is also the responsibility of the Board.
A Deeper Look
• Challenge or support management
as necessary
04 /
• Monitor the delivery of strategy
• Monitor and understand the
risk environment in which the
Company operates
Governance
The Company is led and controlled by a Board of Directors, which is collectively responsible for the long-term success of the
Company. It does so by creating and preserving value, and has as its foremost principle acting in the interests of shareholders.
02 /
Role and effectiveness of the Board
Strategic Report
the period from 1 October 2014 to 8 May 2015, during which less than half the Board (excluding the Chairman) were independent
Non-executive Directors. This was remedied with the resignations of Gary Nagle and Paul Smith on 8 May 2015, both of
whom were not regarded as independent having been nominated by Glencore, a significant shareholder of the Company until
9 June 2015. The Board is satisfied that this numerical difference has not posed any risk to shareholders. There is sufficient
presence of high calibre independent voices among the Board members, and our existing processes in identifying and
managing conflicts of interest are felt to be fully effective.
01 /
•
/ 66
Lonmin Plc
Annual Report and Accounts 2015
Governance
Corporate Governance Report
1. How the Board of Directors operates (continued)
1.2 Key Board roles
The division of responsibilities between the Chairman and the Chief Executive Officer is set out in writing and is summarised
below, together with the primary responsibilities of the Senior Independent Director and Non-executive Directors, providing a
system of checks and balances in which no individual has unfettered decision making power. The Company Secretary is
responsible for ensuring accurate, timely and appropriate information flows within the Board, the Board Committees and
between the directors and senior management.
Chairman – Brian Beamish (based in the United Kingdom)
Chief Executive Officer – Ben Magara (based in South Africa)
Lead and manage the Board
Provide leadership to the executive team in running the business
Lead the Board’s consideration of strategy
Develop proposals for the Board to consider in all areas
reserved for its judgement, particularly strategy
Promote the highest standards of corporate governance
Ensure effective internal controls and risk management systems
are in place
Ensure effective communication with shareholders
Implement agreed strategy and all Board approved actions
The Chairman is in regular contact with the CEO to discuss current material matters, and the Chairman also visits the
operations outside the Board meeting schedule to meet a range of senior executives, managers and external stakeholders.
Senior Independent Director – Jim Sutcliffe
Non-executive Directors
Act as an intermediary for the other Directors
when necessary
Provide input to, review proposals for and then approve strategy
Be available to shareholders if they have concerns which
contact with the Chairman, Chief Executive Officer or
Chief Financial Officer has failed to resolve, or where
such contact would be inappropriate
Scrutinise the performance of management in meeting agreed
goals and objectives and monitor the reporting of performance
Provide a sounding board for Chairman
Review the integrity of financial information and determine
whether internal controls and systems of risk management
are robust
Determine appropriate levels of remuneration of Executive
Directors, be involved in the appointment and, where necessary,
the removal of Executive Directors and monitor succession
planning
Detailed knowledge of the mining industry, the PGM business, Lonmin’s operations and of doing business in South Africa
is crucial to the Board’s ability to lead the Company. On appointment each Director is provided with a tailored induction
programme, and they are expected to develop and refresh their knowledge and skills on an on-going basis. The Company
supports this by organising site visits and working sessions with a wide range of operational managers and external experts
throughout the year and the Chairman agrees with each Director their training and development needs as and when required.
The Non-executive Directors have regular opportunities to meet members of the Executive Committee (see section 3 below)
and the broader management team, both at the working sessions and at social occasions.
At the end of every Board meeting the Chairman holds a discussion with the Non-executive Directors without the Executive
Directors being present followed by a meeting of the independent Non-executive Directors. The Directors also meet, without
the Chairman being present, under the leadership of the Senior Independent Director at least once in each year.
Lonmin Plc
Annual Report and Accounts 2015
/ 67
Governance
Corporate Governance Report
1. How the Board of Directors operates (continued)
1.3 Appointments to the Board
The Company’s Articles of Association empower the Board to appoint new Directors. To ensure a formal, rigorous and
transparent procedure for appointing new Directors to the Board, a Nomination Committee comprising the independent
Non-executive Directors has been created, whose work is described on pages 85 and 86.
Strategic Report
Shanduka, the ultimate parent of our BEE partner Incwala Resources, has a contractual right to nominate one Director for
membership of the Company’s Board, subject to the recommendation of that individual by the Nomination Committee.
01 /
In order for any board to discharge its duties and responsibilities effectively, it must comprise the right blend of individuals,
whose skills and experience were gained in a diverse range of backgrounds. Above all, the Directors must exhibit
independence of mind, integrity and the courage to challenge constructively when appropriate. Appointments are therefore
made on personal merit and against objective criteria. In the case of candidates for non-executive directorships, care is taken
to ascertain that they have sufficient time to fulfil their Board and, where relevant, Committee responsibilities. As part of this
process, candidates disclose all other time commitments and, on appointment, undertake to inform the Board of any
changes. The Non-executive Directors’ letters of appointment are available for public inspection and the generic template is
provided on the Company’s website.
No other party has any legal right to nominate Directors to the Board.
The Board keeps its membership, and that of its Committees, under review to ensure that an acceptable balance is
maintained, and that the collective skills and experience of its members continue to be refreshed. It is satisfied that all
Directors have sufficient time to devote to their roles and that undue reliance is not placed on any individual.
A Deeper Look
The Board actively monitors succession planning for both the Board and senior executives and factors independence
pursuant to the Code considerations when undertaking such deliberations.
04 /
The Board determines whether Non-executive Directors are independent. The Board considers the four Non-executive
Directors serving at the date of this report to be independent; with the Chairman being considered to be non-independent
wholly due to his position as Chairman, and is confident that they are of sufficient calibre and number that their views can
carry sufficient weight in the Board’s deliberations.
Financial Statements
1.5 Balance and independence of the Board members
The Board believes that it and its Committees have an appropriate composition and blend of backgrounds, skills and
experience to discharge their duties effectively. No one individual or small group dominates decision-making.
03 /
1.4 The Board of Directors
As at the date of this report, the Board has eight members: the Chairman, four independent Non-executive Directors and
three Executive Directors. The names of the Directors serving at the end of the year and their biographical details are set out
on pages 60 and 61. All Directors served throughout the year, save for Varda Shine, who was appointed as an independent
Non-executive Director on 16 February 2015 and Ben Moolman who was appointed as an Executive Director on 25 June 2015.
In addition, Karen de Segundo served as a Non-executive Director until the Company’s Annual General Meeting on 29 January 2015
at which she did not seek re-election, having served as an independent Non-executive Director for almost ten years. Gary Nagle
and Paul Smith served as Directors until their retirement on 8 May 2015 following the approval by Glencore’s shareholders
of the distribution in specie of their 24.5% shareholding in the Company and Phuti Mahanyele served as a Director until her
retirement on 30 June 2015 when she ceased to be a director of Shanduka, the Company’s BEE partner.
Governance
As the current composition of the Board and Exco demonstrates, Lonmin strongly supports the benefits of diversity, both in
the boardroom and in the business. Our principal challenge is in meeting the transformation and employment equity targets
we face in South Africa. In order to prioritise these, we have decided not to impose further, gender-based targets upon
ourselves, as these could create an unhelpful constraint on future Board appointments.
02 /
Once appointed, we require all Directors to submit themselves for re-election by shareholders on an annual basis.
05 /
Shareholder Information
www.lonmin.com
Lonmin Plc
Annual Report and Accounts 2015
Governance
Corporate Governance Report
1. How the Board of Directors operates (continued)
1.5 Balance and independence of the Board members (continued)
The experience, professional backgrounds, international diversity, independence and length of service since first appointment
of the current Non-executive Directors, including the Chairman, can be summarised as follows:
Industry sector experience
Professional background
Financial services 2
Mining / Engineering 1
Current country of primary residence
South Africa 1
Accounting 1
Management 1
Actuarial 1
United Kingdom 4
Natural resources 3
*Board balance
Legal 1
*Tenure of appointment
Independent 4
Number of years completed
9
7
Not including the Chairman.
6
6
5
5
4
3
2
1
0
*
8
8
0
Va
rd
a
S
Le hin
Jo
e
n
na Ko
th
an nar
Jim Le
s
Su lie
tc
liff
e
/ 68
A number of the Non-executive Directors have lived and worked in countries other than those in which they currently reside,
and the vast majority have strong links with South Africa as evidenced in the biographical details on pages 60 and 61.
1.6 How we assess and refresh the Board and its Committees
There are three ways in which we make sure that the Directors continue to provide suitable leadership and direction to the
Company: performance evaluation, succession planning and annual re-election by shareholders.
Performance evaluation
The Board believes that annual evaluations are helpful and provide a valuable opportunity for continuous improvement.
In 2013, an externally-facilitated review of the Board, its Committees and individual Directors (including the Chairman) was
undertaken and, as discussed in The Chairman’s Letter, it is intended that an externally-facilitated review will be undertaken
by an independent party in 2016.
The 2015 Board effectiveness review took the form of a structured questionnaire which covered a range of key topics
including composition, skills, knowledge and experience of the Board, the respective roles and responsibilities of the
Non-executive and Executive Directors, quality of strategic and risk debate, the effectiveness of decision making
and interactions with management together with one to one discussions between the Chairman and each Director.
All Directors and members of the Executive Committee participated in the evaluation, and the findings were collectively
considered by the Board.
No significant areas of weaknesses were highlighted during the evaluation and the Board concluded that it had operated
effectively throughout FY2015.
The effectiveness of each Board Committee was assessed through a separate exercise, again using a structured
questionnaire. The findings of this process were discussed with each Committee and the Board, and some minor
improvement opportunities identified.
Lonmin Plc
Annual Report and Accounts 2015
/ 69
Governance
Corporate Governance Report
1. How the Board of Directors operates (continued)
1.6 How we assess and refresh the Board and its Committees (continued)
The Chairman maintains contact with each Director throughout the year, and held a formal conversation with each of them to
discuss their effectiveness in their allotted roles. No material actions flowed from any of these review sessions.
The key priorities for FY2016 are outlined below:
Performance oversight
•
Oversee and support the delivery of the Business Plan and wider operational
objectives.
•
Further refine identified and additional measurable initiatives to move towards zero
harm, including occupational health and environmental performance.
Strategic
•
Further enhance visibility at board level of key risks and opportunities and the
mitigation plans to address key risks.
Stakeholder
•
Oversee and support management to create opportunities for further engagement
with stakeholders.
•
Oversee the allocation of resources and identify opportunities for collaboration to
address social issues in surrounding communities.
Management
•
Oversee that personal development and succession plans are developed for all
senior employees.
Board
•
Undertake an externally facilitated board evaluation is undertaken.
Governance
•
Further develop succession plan at board level.
05 /
As in prior years, the Board visited the operations in South Africa twice during the year. Although we no longer hold Lonmin
board meetings in South Africa, this provides a useful opportunity to investigate operational and especially transformation
issues in depth and to meet members of the Exco and other managers. In addition to their meeting commitments, the
Non-executive Directors also make themselves available to management whenever required and there is regular contact
outside the Board meeting schedule.
A Deeper Look
1.7 Board meetings
The Directors met nine times during the year, of which six were scheduled meetings. The other three board and numerous
Board committee meetings were called in relation to specific events or to issue approvals, often at short notice and did not
necessarily require full attendance.
04 /
We believe that sufficient biographical and other information on those Directors seeking re-election is provided in this Annual
Report and Accounts and the AGM Circular to enable shareholders to make an informed decision.
Financial Statements
Re-election of Directors
All Directors will retire from the Board at the Company’s AGM in January 2016 and each wishes to seek re-election.
The Nomination Committee has conducted a formal performance evaluation of each Non-executive Director seeking
re-election and concluded that their performance continues to be effective and that they demonstrate commitment to their roles.
The Committee is also satisfied that the backgrounds, skills, experience and knowledge of the Company of the continuing
Directors collectively enables the Board and its Committees to discharge their respective duties and responsibilities effectively.
03 /
Succession planning
The Board is ultimately responsible for succession planning for directorships and key management roles. This requires a
programme of performance and talent assessment, to ensure that able successors for key roles are identified and then
provided with suitable opportunities through agreed career and personal development plans. It is crucial that we remunerate our
most talented people fairly and properly, so that they are more likely to stay in our employment. During the year, the Remuneration
Committee reviewed the status of our succession planning and also how the processes for recruitment and selection support
this programme and our employment equity objectives. That Committee’s views were provided to the Board.
Strategic Report
Action
02 /
01 /
Area
Shareholder Information
www.lonmin.com
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Lonmin Plc
Annual Report and Accounts 2015
Governance
Corporate Governance Report
1. How the Board of Directors operates (continued)
1.7 Board meetings (continued)
Attendance at Board meetings during each Director’s period of service in FY2015 is set out in the table below.
Director
Scheduled
meetings
Extra
meetings
6 of 6
6 of 6
6 of 6
6 of 6
4 of 4
4 of 4
6 of 6
2 of 2
4 of 4
6 of 6
4 of 4
2 of 2
3 of 3
3 of 3
2 of 3
3 of 3
0 of 1
–
3 of 3
1 of 1
–
2 of 3
2 of 2
2 of 2
Brian Beamish
Len Konar
Jonathan Leslie
Ben Magara
Phuti Mahanyele (retired from the Board 30 June 2015)
Gary Nagle (retired from the Board 8 May 2015)
Simon Scott
Karen de Segundo (retired from the Board 29 January 2015)
Paul Smith (retired from the Board 8 May 2015)
Jim Sutcliffe
Varda Shine (appointed 16 February 2015)
Ben Moolman (appointed 25 June 2015)
When a Director is unable to participate in a meeting either in person or remotely, the Chairman will solicit their views on key
items of business ahead of time, in order that these can be presented at the meeting and influence the debate.
1.8 Board Committees, and how they support the Board
To fulfil its role in the time available, the Board must delegate some of its duties and powers to Committees. As well as the
Committees recommended in the Code, the Board has established two other Committees to oversee business-specific
issues, the Safety, Health & Environment Committee and the Social, Ethics & Transformation Committee. Each Committee
and its members are provided with accurate, timely and clear information and sufficient resources to enable them to
undertake their duties. Membership of the Committees during the year to 30 September 2015 is shown below, together with
individual attendance at the Committee meetings held during each Director’s period of service in FY2015.
Audit & Risk
Nomination
Remuneration
Non-Executive Directors
Brian Beamish
Member 4 of 4
Member 4 of 4
Len Konar
Member 4 of 4
Chairman 6 of 6
Jonathan Leslie
Member 4 of 4
Safety, Health
& Environmental
(SHE)
Social, Ethics &
Transformation
(SET) 8
Member 1 of 11
Chairman 4 of 4
Member 4 of 4
Chairman 4 of 4
Phuti Mahanyele
Member 2 of 25
Gary Nagle
Member 2 of 24
Varda Shine
Member 5 of 52
Member 1 of 12
Member 2 of 22
Karen de Segundo
Member 1 of 13
Member 2 of 23
Member 2 of 23
Jim Sutcliffe
Member 6 of 6
Chairman 4 of 44
Member 1 of 13
Chairman 4 of 4
Executive Directors
Ben Magara
Member 2 of 25
Member 3 of 4
Member 4 of 4
Member 4 of 4
Footnotes:
1. Mr Beamish was appointed a member of the SHE Committee on 9 September 2015.
2. Ms Shine was appointed a member of the Audit & Risk, Nomination and Remuneration Committees on 16 February 2015.
3. Ms de Segundo retired as a Non-executive Director on 29 January 2015.
4. Mr Nagle and Mr Smith retired as Non-executive Directors on 8 May 2015.
5. Ms Mahanyele retired on 30 June 2015.
Each Committee has written terms of reference, approved by the Board, summarising its objectives, remit and powers,
which are available on the Company’s website and reviewed on an annual basis. All Committee members are provided with
appropriate induction on joining their respective Committees, as well as on-going access to training. Minutes of all meetings
of the Committees (save for the private sessions of Committee members at the end of meetings) are made available to all
Directors and feedback from each of the Committees is provided to the Board by the respective Committee Chairmen at the
next Board meeting. The Committee Chairmen attend the AGM to answer any questions on their Committee’s activities.
Lonmin Plc
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Governance
Corporate Governance Report
1. How the Board of Directors operates (continued)
1.8 Board Committees, and how they support the Board (continued)
The interaction between the Board, its Committees and the management of the Company can be summarised as follows:
CHAIRMAN
01 /
Brian Beamish
Membership: Independent Non-executive
Directors.
Chaired by: Len Konar.
•
BOARD
Membership: Eight directors (Chairman, three
executive directors and four independent
Non-executive Directors).
Chaired by: Jonathan Leslie.
•
Challenge management following
significant SHE incidents.
•
Has collective responsibility and
accountability to shareholders for the
long term success of the group.
•
Set SHE standards and monitor
management compliance.
•
Reviews the performance of management
and the operating and financial
performance of the group.
REMUNERATION COMMITTEE
•
Sets strategy.
•
Determines risk appetite.
Membership: Non-executive Directors
and CEO
•
Ensures that appropriate risk
management and internal control systems
are in place.
•
Develop strategies and policies for
transformation and empowerment and
monitor management compliance.
•
Ensure effective communications with
stakeholders.
•
Monitor social and ethical matters and
monitor actions.
Determines remuneration policy
for Executive Directors and the
Group Chairman.
•
Sets the company’s values and
standards.
•
Ensures good governance and promotes
good behaviour.
Chaired by: Len Konar.
03 /
Reviews and monitors the level and
structure of remuneration for senior
executives.
SET COMMITTEE
Financial Statements
NOMINATION COMMITTEE
Membership: Independent Non-executive
Directors and the Group Chairman.
Chaired by: Jim Sutcliffe.
•
Considers structure, size, composition
and succession needs of the board.
•
Oversees succession planning for
senior executives.
04 /
CHIEF EXECUTIVE OFFICER
EXCO
SOUTH AFRICA SHE
Chaired by: Ben Magara.
Chaired by: Len Konar.
•
Develops strategy.
•
•
Implements operational plans, policies,
procedures and budgets.
•
•
Drives efficiencies.
•
Oversees risk management.
PRICE & RISK COMMITTEE
Membership: CEO, CFO, Head of Group
Finance and Executive Manager, Marketing.
Chaired by: Ben Magara.
•
Reviews and approves forward sales on
by-products.
Reviews all SHE related incidents.
•
Reviews price deck issues.
Develops standards, policies and
procedures.
•
Considers long term and short term risk
management relating to volatile prices.
A report from each Board Committee explaining its composition, remit and principal activities during the year follow this report.
Shareholder Information
Membership: Independent Non-executive
Director, CEO, Head of Sustainability,
EVP Communications & Public Affairs
and EVP Human Resources.
05 /
Membership: CEO, CFO, COO,
EVP Communications & Public Affairs,
EVP Human Resources, Head of Sustainability
& Development, Shanduka Resources
A Deeper Look
Ben Magara
www.lonmin.com
Governance
Provides entrepreneurial leadership of the
company and direction for management.
02 /
•
Chaired by: Jim Sutcliffe.
•
Membership: Non-executive Directors
and CEO.
Assists the board in carrying out its
oversight responsibilities in relation to
financial reporting, internal controls and
risk management and in maintaining
an appropriate relationship with our
external auditor.
Membership: Three independent
Non-executive Directors and the
Group Chairman.
•
SHE COMMITTEE
Strategic Report
AUDIT & RISK COMMITTEE
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Lonmin Plc
Annual Report and Accounts 2015
Governance
Corporate Governance Report
1. How the Board of Directors operates (continued)
1.9 How the Board manages conflicts of interest
Directors have a statutory duty to avoid actual or potential conflicts of interest. Where these have occurred, or may occur,
the Board can ‘authorise’ conflicts, on such terms as it may decide, under a documented procedure. This requires that when
a Director becomes aware that he or she is in a situation which does or could create a conflict of interest, or has an interest
in an existing or proposed transaction in which the Company also has an interest then they are required to notify the Board
in writing of the situational or transactional conflict as soon as possible and, in any event, prior to any conflicted transaction
being concluded. Directors have a continuing duty to update the Board on any changes to their other appointments which,
by way of further check, are reviewed by the Board on an annual basis. The interests of new Directors are reviewed during
the recruitment process and authorised (if appropriate) by the Board at the time of their appointment.
Two of the former Non-executive Directors, Gary Nagle and Paul Smith, are senior executives of Glencore, which was a
significant shareholder in the Company for part of FY2015. In addition, Glencore owns and operates a PGM business located
in South Africa (producing concentrates) and their Nickel division produces by-product PGMs from its operations in Canada
(which are processed through to refined metal and then marketed). As a result, Glencore is a competitor of Lonmin for
competition law purposes. An Information Sharing Protocol was adopted by the Company and these two Directors in order
to minimise the risk of breaching applicable law or regulation, whilst at the same time ensuring sufficient information was
provided to enable them to discharge their duties as Directors of the Company.
Another Non-executive Director for part of the year, Phuti Mahanyele, was CEO and a director of Shanduka, a leading BEE
investor in South Africa until she resigned on 30 June 2015. A subsidiary of Shanduka, Incwala Resources, owns a 26%
equity stake in the Lonmin Group company which controls the Akanani project and, indirectly, 18% equity stakes in Lonmin’s
two principal operating companies, EPL and WPL. Her interests were disclosed to, and authorised by, the Board.
No Director had a material interest in any contract of significance in relation to the Company’s business at any time during the
year or to the date of this report.
1.10 How we support the Board
The Board and its Committees are supplied with regular, comprehensive and timely information in a form and of a quality that
enables them to discharge their duties effectively. All Directors are able to make further enquiries of the Executive Directors or
management whenever necessary, and have access to the services of the Company Secretary. There is a procedure in place
for Directors to take independent professional advice, if they judge this to be necessary, at the Company’s expense.
1.11 Directors’ remuneration
A report on Directors’ remuneration is set out on pages 96 to 124. Interests in the Company’s shares held by the Directors in
office during the year, and to the date of this report, are shown in that report. No Director held any beneficial interest in the
share capital of any other Group company at any time during the year and to the date of this report.
1.12 Protection available to Directors
In law, Directors are ultimately responsible for most aspects of the Company’s business dealings. As a consequence, they face
potentially significant personal liability under criminal or civil law, or the UK Listing, Prospectus, Disclosure & Transparency Rules,
and face a range of penalties including private or public censure, fines and/or imprisonment. In line with normal market practice,
the Company believes that it is in the Company’s best interests to protect the individuals prepared to serve on its Board from the
consequences of innocent error or omission. The Company maintains, at its expense, a Directors’ & Officers’ liability insurance
policy to afford an indemnity in certain circumstances for the benefit of Group personnel including, as recommended by the Code,
the Directors. This insurance policy does not provide cover where the Director or Officer has acted fraudulently or dishonestly.
In addition, Deeds of Indemnity have been issued by the Company which, in general terms, protect all past, present and future
Directors and officers of the Company to the extent permissible by law from all costs and expenses incurred in the defence of any
civil or criminal proceedings in which judgement is given in their favour or the proceedings are otherwise disposed of without a
finding of fault or where there is a successful application to court for relief from liability. Under the terms of these indemnities, the
Company may advance money to fund a Director’s defence costs which, should the Director not be exonerated, would be
repayable to the Company. Each indemnity operates only to the extent that the applicable Director is not able to recover the
relevant amounts under the Directors’ and Officers’ liability insurance policy. All these indemnities were in force throughout the
financial year and to the date of this report, and are available for inspection at the Company’s Registered Office.
Lonmin Plc
Annual Report and Accounts 2015
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Governance
Corporate Governance Report
Accountability to Shareholders
The Board’s primary duty is to promote the long-term success of the Company for the benefit of its shareholders taken as a whole.
As seen from the schematic illustrating the role of the Board in section 1.1 above, accountability to shareholders is important.
This is a combination of reporting on what has been achieved, outlining our plans for the future and also assessing and reflecting
on the views expressed by shareholders. Wherever possible, we hold open and frank discussions with our key shareholders,
which can span a range of issues.
At date of notification
At date of this report
Number of
shares and
voting rights
%age
Number of
shares and
voting rights
47,103,171
58,243,161
34,115,357
28,581,961
44,870,970
8.07
9.97
5.98
4.89
7.68
47,103,171
58,243,161
34,115,357
28,581,961
44,870,970
%age
Nature of
holding
8.03
Direct
9.92 Direct and Indirect
5.81
Indirect
4.87
Indirect
7.65
Direct
In addition, Jim Sutcliffe, Chairman of the Remuneration Committee, has given a standing invitation to key institutional
shareholders and their representative bodies to discuss the Company’s remuneration policy and practice whenever necessary.
As the Senior Independent Director he is also available to shareholders if they have concerns which contact through the
normal channels has failed to resolve or for which such contact would be inappropriate.
A Deeper Look
The Chairman is available to meet with institutional investors to hear their views and discuss any issues or concerns, including
in relation to board composition, governance and strategy. Mr Beamish participated in several meetings with institutional
investors during the course of the year and has also met a range of retail shareholders.
04 /
The Board is provided with insight into the views of shareholders and their representative bodies on a more generalised basis,
and all Directors have the opportunity to meet major investors. Copies of key sell-side analysts’ notes on the Company are
circulated to all Directors, as are summaries of their views collected anonymously by the Company’s advisors. An independent
review of the perceptions of the Company’s major institutional shareholders is conducted every 18 months, and presented to
the Board.
Financial Statements
2.2 How we communicate with our institutional shareholders
The Code encourages a dialogue with institutional shareholders based on the mutual understanding of objectives. The Executive
Directors have regular discussions of operational trends and financial performance with institutional shareholders where
they believe this to be in the Company’s best interests, but no information is shared which is not available to shareholders
generally. Detailed feedback from these visits is shared with the Board. Investors’ views in relation to governance and
remuneration are sought ahead of the AGM are summarised to the Board.
03 /
Save as disclosed in the Directors’ Report on page 92, all ordinary shares of the Company carry the same rights, and no
shareholder enjoys any preferential rights, regardless of the size of their holding.
Governance
Capital Group Companies Inc
Kagiso Asset Management (Pty) Ltd (ZA)
Old Mutual Investment Group (South Africa) Limited
Investec Asset Management (PTY) Limited
Public Investment Corporation “SOC” Limited
02 /
Holdings in the Company’s shares and voting rights
Strategic Report
Like most listed companies, ownership of the Company’s shares is concentrated in a number of institutional and other
corporate shareholders. The Company had been notified pursuant to DTR5 of the following interests in 3% or more of the
Company’s total voting rights up to 9 November 2015:
01 /
2.1 Owners of the Company
Lonmin Plc has a premium listing on the London Stock Exchange and our UK share register has circa 13,900 registered
shareholders. We also have a secondary listing on the JSE Securities Exchange, South Africa. Our South African branch
register has approximately 140 beneficial owners of our shares, including those who hold their shares in dematerialised form
in STRATE, representing approximately 29% of the Company’s shares in issue. We also have a sponsored Level I American
Depositary Receipts programme, with around 600 participants.
05 /
Shareholder Information
www.lonmin.com
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Lonmin Plc
Annual Report and Accounts 2015
Governance
Corporate Governance Report
2.3 How we communicate with our private shareholders
The Code urges boards to use the AGM to communicate with private investors and to encourage their participation, and the
Board has followed these principles for many years. A presentation is given to shareholders by the CEO, and all Directors are
available to answer questions both formally at the meeting and informally afterwards.
Shareholders vote on separate resolutions on substantially different issues, and we use electronic poll voting, with the results
being announced to the markets and displayed on our website at the conclusion of the AGM. Voting on a poll recognises the
geographical spread of our investor base and enables the votes of all shareholders to be taken into account whether they are
able to attend the meeting or not. The use of electronic voting tools at the AGM provides a means of voting democratically.
2.4 Formal reporting to shareholders
We report formally in a number of ways:
•
Regulatory news announcements or press releases are issued in response to events or routine reporting obligations.
•
Production reports are published quarterly, generally within one month of the calendar quarter end.
•
We publish an unaudited interim statement in May of each year, outlining performance to 31 March. This is announced to
the markets and presented in London later in the day, with a webcast available to all. The presentation slides, a transcript
and the interim statement are all made available on the Company’s website.
•
We publish our audited financial statements in November of each year, for the year ended 30 September, including a
detailed management commentary. We follow the same publication process as the interims, with the same materials
made available on our website.
•
In December we publish the formal Annual Report and Accounts, which comprises the audited financial statements and
the narrative reporting with many other items of statutory, regulatory or voluntary reporting across a range of issues.
In line with best practice, our default means of communication with shareholders is online. This saves the expense, paper and
other resources that would be entailed in printing and distributing large numbers of documents without knowing whether they
are wanted. Shareholders can opt to receive paper documents at any time, should they so wish. A wealth of information is
provided on the Company’s website, www.lonmin.com.
The Code requires that the Board provides a fair, balanced and understandable assessment of the Company’s position and
prospects in its external reporting. The Board considers that this Annual Report and Accounts, taken as a whole, meets that
test and provides the information necessary for shareholders to assess the Directors’ stewardship of the Company.
2.5 Formal reporting more widely
While UK law has a presumption of shareholder primacy, we also have a range of other key stakeholders whom we support
with a flow of information and with whom we engage whenever appropriate. This covers a very broad range of constituencies,
and includes lawmakers and regulators (including the UK and South African governments), our employees and their
representative trade unions, the communities who host our operations and a range of NGOs and external commentators
including newswires and other media.
While describing the vast number of interactions that take place is beyond the scope of this report, and numerous bespoke
reports are issued privately to a number of these counterparties, there is one key document aimed at these important
audiences. We publish annually a Sustainable Development Report which is made available through the Company’s website,
www.lonmin.com. This can be downloaded in pdf form, using an editing tool to extract the required pages.
These audiences will also utilise the additional materials on our website.
2.6 The General Meeting (“GM”)
Following the year end, on 21 October 2015 the Company announced changes to its business plan and funding strategy
that the Directors believe will strengthen the Company’s financial position and significantly reduce its net indebtedness.
These measures included the entry by the Company into amended facilities with the Group’s existing lenders, which amongst
other things significantly reduce the Group’s risk in relation to its financial covenants, and a proposal to undertake a fully
underwritten Rights Issue. It also announced the adoption of a new business plan to stabilise production at its mining
operations and target capital expenditure to grow production over the medium term.
On 2 November 2015 a Circular was posted to shareholders convening a GM, to be held on 19 November 2015, to facilitate
the planned Rights Issue by conferring on the Board amongst other things, the authority to:
•
Sub-divide the Company’s existing Ordinary Shares of $1 nominal value each to Ordinary Shares of $0.000001 nominal
value each and 2015 Deferred Shares of $0.999999 nominal value each followed by a consolidation in the ratio of 100:1;
•
Place with the Bapo ba Mogale Ordinary Shares of $0.000001 each up to an aggregate nominal value of $9,150,129; and
•
Allot Ordinary Shares up to a nominal value of $400,000,000.
The Company also confirmed in the Circular its intention to publish a Prospectus, detailing the terms of the Rights Issue,
on 9 November 2015.
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Governance
Corporate Governance Report
2.7 The AGM
The 2016 AGM will be held at 09.30 a.m. on Thursday 28 January 2016 at The Assembly Hall, Church House Conference
Centre, Dean’s Yard, Westminster, London SW1P 3NZ. A separate circular containing the Notice of Meeting, together with an
explanation of the items of special business has been sent to all shareholders and is available on the Company’s website.
Strategic Report
2.8 Dividend
As noted in the Chairman’s Letter at the beginning of the Annual Report and Accounts, the Board is not recommending a final
dividend for the year ended 30 September 2015. Under our dividend policy, the Board no longer declares interim dividends,
and so no dividends will have been recommended or declared for that year.
01 /
Among the resolutions proposed are those seeking renewal of shareholders’ authority for the Directors to allot equity
securities and an authority for the Company to make market purchases of its own shares. Further information on the
remuneration matters is provided in the Directors’ Remuneration Report on pages 96 to 124. Full details of all of the matters
to be considered at the meeting are set out in the AGM Circular.
Management Committees
3.
to review financial performance, forecasts and targets;
•
to prioritise initiatives and allocate resources;
•
to identify and drive efficiencies across the Group;
•
to approve capital expenditure proposals within the authority levels delegated by the Board and otherwise recommend
to Board;
•
to develop and monitor the Group’s policies and practices in respect of health, safety and environmental matters taking
into account legal requirements, regulations and best practice;
•
to review ICAM findings for all serious incidents;
•
to oversee risk management including identifying risks and developing and implementing risk mitigation plans;
•
to develop and monitor the internal control environment; and
•
to develop and implement Group-wide evaluation, training, reward and remuneration practices and manage wage
negotiations / benefits with unions.
A Deeper Look
Price & Risk Committee
The Price & Risk Committee is chaired by the CEO and the other members are the CFO, the Head of Group Finance and the
Executive Manager, Marketing. The primary purpose of this Committee is to review and agree proposals in relation to the
forward sale of by-products, principally nickel and copper, but also including gold. The Committee meets as and when
required. The Committee’s terms of reference were last reviewed in March 2012.
04 /
to develop, implement and monitor operational plans, policies, procedures and budgets;
•
Financial Statements
to develop strategy for submission to the Board;
•
03 /
•
Governance
4.
Executive Committee
The names and biographical details of the Exco members are set out on pages 62 and 63, and are the three Executive Directors,
Ben Magara, Simon Scott and Ben Moolman, a number of senior executives and Thandeka Ncube, a non-executive Exco
member nominated by Shanduka Resources, the Company’s principal BEE investor. The CEO chairs the Exco, which meets
monthly and has a weekly updating call. It has formal terms of reference, which were last reviewed in October 2010 and which
dovetail into the schedule of matters reserved for the Board’s decision. Its responsibilities include the following key areas:
02 /
As with any business, power is delegated from the Board to the CEO, and through him to the management team via a documented
Cascade of Authorities, setting out the responsibilities, decision-making and approval powers of managers at different levels of the
enterprise. To support the CEO in managing the business, two management Committees have been created as explained below.
05 /
Shareholder Information
www.lonmin.com
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Lonmin Plc
Annual Report and Accounts 2015
Governance
Audit & Risk Committee Report
for the year ended 30 September 2015
Len Konar
Chairman, Audit & Risk Committee
Dea r fellow sha reholder,
The Audit & Risk Committee comprises only independent Non-executive Directors, holding a position between
management and the Company’s shareholders. The Committee’s duties mirror the recommendations of the UK
Corporate Governance Code, while also serving a much greater purpose; that of reassuring shareholders that their
interests are properly protected in respect of the Company’s financial management and reporting.
There are a number of key elements to this, starting with assessing whether we have robust systems and procedures
for recognising assets and liabilities whose value is recorded in our books accurately and fairly. We must have
thorough accounting policies and practices, supported by responsible exercise of judgement. In support of all of
this is a significant assurance framework, in which the internal control framework, internal audit function, external
auditors and regular internal reporting against budgets, forecasts and prior year actuals all play an important part.
The Committee oversees and reviews all of these activities with the ultimate aim being that the Company should
produce accounts which shareholders can expect to portray a reliable picture of the financial position of the
Company, and on which they can base their investment decisions.
The Board and the Committee continue to treat risk management as a key priority. To align the Group’s risk profile
with the internal audit programme, the risk management function has been placed under the management of the
head of internal audit, who is also responsible for oversight and investigations and the whistleblowing programme.
Responsibility for the identification, assessment and management of risk remains a responsibility of the full Board,
while the Committee oversees the Company’s risk management practices and procedures. An outline of how the
Committee discharged these responsibilities is discussed in section 9 of this report.
This year we conducted a tender of the external audit contract. After a competitive tendering process, KPMG was
reappointed as our external auditors. Robert Seale was reappointed as our lead auditor and will be replaced by
Adrian Wilcox in January 2016, in line with KPMG’s partner rotation policy. We also reviewed our policy on non-audit
services provided by the external auditors to ensure that the external auditors are free from any perceived conflict of
interest. We are satisfied that both KPMG and the audit partner are effective, and that they have robust processes
for maintaining their objectivity and independence.
The Code invites the Committee to report on the significant issues considered during the year. Full details are
contained later in the report, but from my perspective the most important were:
•
Impairment of non-financial and financial assets;
•
Recoverability of the HDSA receivable; and
•
Going concern and the new reporting requirement relating to the Viability Statement.
Yours faithfully
Len Konar
Chairman, Audit & Risk Committee
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Annual Report and Accounts 2015
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Governance
Audit & Risk Committee Report
for the year ended 30 September 2015
As noted in section 1.8 of the Corporate Governance Report, the Board delegates certain of its duties, responsibilities and powers
to the Audit & Risk Committee, so that these can receive suitably focussed attention. However, it acts on behalf of the full Board,
and the matters reviewed and managed by the Committee remain the responsibility of the Directors taken as a whole.
1.
to keep under review the effectiveness of the Company’s internal controls, including financial controls and risk
management systems;
•
to provide the Board with an independent assessment of the Group’s accounting affairs and financial position;
•
to monitor the effectiveness of the internal audit function and review its material findings;
•
to oversee the relationship with the external auditors, including agreeing their remuneration and terms of engagement,
monitoring their independence, objectivity and effectiveness, ensuring that policy surrounding their engagement to
provide non-audit services is appropriately applied, and making recommendations to the Board on their appointment,
reappointment or removal, for it to put to the shareholders in general meeting; and
•
to report to the Board on how it has discharged its responsibilities.
4.
Activities of the Audit & Risk Committee during the year
The Committee has an annual work plan, developed from its terms of reference, with standing items that the Committee
considers at each meeting in addition to any specific matters arising and topical items on which the Committee has chosen
to focus.
A Deeper Look
Number of Audit & Risk Committee meetings and attendance
The Committee met seven times during the year and attendance at those meetings is shown in section 1.8 of the Corporate
Governance Report.
04 /
3.
Financial Statements
Meetings of the Committee are attended by the CEO, CFO, Head of Group Finance, Head of Internal Audit, Investigations &
Risk, Head of Group Financial Reporting and the Company Secretary, none of whom do so as of right. The external auditors
attend Committee meetings and a private meeting is routinely held with the internal and external auditors to afford them the
opportunity of discussions without the presence of management.
03 /
Composition of the Audit & Risk Committee
The members of the Committee are set out in section 1.8 of the Corporate Governance Report. Len Konar and Jim Sutcliffe
held office throughout the year. Karen de Segundo held office until she retired as a Non-executive Director on 29 January 2015.
Varda Shine was appointed as a member of the Committee on 16 February 2015 when her appointment as a Non-executive
Director was confirmed. Mr Konar, Mr Sutcliffe and Ms Shine continue in office at the date of this report. Len Konar, who
chairs the Committee, is a Chartered Accountant with extensive financial and accounting experience, and is a member of
the King Committee on Corporate Governance. Jim Sutcliffe is an actuary by training and until January 2015 served as a
non-executive director of the Financial Reporting Council, where he chaired the Codes and Standards Committee. Varda Shine
had a long career in international business, holding several executive and managerial positions over 30 years, including CEO
of a large international business. All three members of the Committee are regarded by the Board as independent Non-executive
Directors, and the Board regards Dr Konar as the member possessing recent and relevant financial experience. The varied
backgrounds of the Committee’s members, and their collective skills, experience and knowledge of the Company, allows
them to fulfil the Committee’s remit and to oversee the Company’s auditors.
Governance
•
02 /
to monitor the integrity of the Company’s financial statements and regulatory announcements relating to its financial
performance and review significant financial reporting judgements;
Strategic Report
•
01 /
2.
Role of the Audit & Risk Committee
The Audit & Risk Committee has delegated authority from the Board set out in its written terms of reference, available on the
Company’s website, which were last reviewed by the Board in March 2012. The primary purposes of the Audit & Risk
Committee are:
05 /
Shareholder Information
www.lonmin.com
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Lonmin Plc
Annual Report and Accounts 2015
Governance
Audit & Risk Committee Report
for the year ended 30 September 2015
4.
Activities of the Audit & Risk Committee during the year (continued)
The work of the Audit & Risk Committee in FY2015 principally fell under three main areas and is summarised below.
Internal controls and risk
•
Considered reports from the
internal auditors on their audits
and assessment of the control
environment
•
Considered reports from the
external auditors on their
assessment of the control
environment
•
Considered feedback from the
assurance letters submitted by
around 70 senior managers
across the Group
•
Reviewed output from the risk
reviews which required managers
and the Exco to identify risks and
evaluate them before and after
mitigating controls were agreed
and implemented
•
External auditors and Internal auditors
•
Considered the FRC’s report
on their review of the external
auditors of the FY2013 financial
statements and the external
auditor’s response
•
Considered the schedule of
non-audit services provided
by the external auditors
•
Considered and approved the
audit approach and scope of the
audit work to be undertaken by
the external auditors and the
fees for the same
•
Reviewed reports on external
audit findings
•
Considered the independence of
the auditors and the effectiveness
of the external audit process,
taking into account:
Reviewed matters reported
to the external whistleblowing
hotline and a report from the
investigations department
(a)
•
Considered and approved the
structure, scope of cover and
renewal terms of the Group’s
insurance programme
(b) feedback from a survey
targeted at various
stakeholders; and
•
Assessed the effectiveness
of the Group’s internal
control environment
•
Considered report on IT Strategy
including assessment of IT risk
management and control
environment
(c)
Accounting, tax and financial reporting
•
Reviewed and approved the half
year and annual financial
statements and the significant
financial reporting judgements
•
Reviewed the Q2 and Q4
production report
•
Considered the liquidity risk and
the basis for preparing the Group
half yearly and full year accounts
on a going concern basis and
reviewed the related disclosures in
the half year financial results and
in the Annual Report and Accounts
•
Considered the capital
management philosophy, including
assessment of optimum level
of gearing and sensitivities to
macro conditions
•
Reviewed an accounting matters
update, including consideration
of relevant accounting standards
and underlying assumptions
•
Reviewed and approved
disclosures in the Annual Report
and Accounts in relation to internal
controls, risk management,
principal risks and uncertainties
and the work of the Committee
non-audit work undertaken
by the external auditors and
compliance with the policy;
the Committee’s own
assessment
•
Considered and approved letters
of representation issued to the
external auditors
•
Reviewed the resources of the
internal audit function, assessed
the level of alignment between the
Company’s key risks and approved
the internal audit programme
•
Considered and approved the
scope of the internal audit
programme
•
Considered the effectiveness
of the internal auditors
•
Considered and conducted the
external audit tender process
•
Conducted a rotation and
reappointed the lead audit partner
Lonmin Plc
Annual Report and Accounts 2015
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Audit & Risk Committee Report
for the year ended 30 September 2015
5.
Significant issues considered by the Audit & Risk Committee
After discussion with both management and the external auditor, the Committee determined that the key risks of
misstatement of the Group’s financial statements related to:
Impairment of non-financial assets (excluding inventories and deferred tax);
•
Recoverability and impairment of the HDSA receivable;
•
Physical quantities of inventory (excluding consumables) and net realisable value;
•
Special costs
These issues were discussed with Management during the year and with the auditor at the time the Committee reviewed and
agreed the auditors’ Group audit plan, when the auditor reviewed the half year interim financial statements in May 2015 and
also at the conclusion of the audit of the financial statements for the year ended 30 September 2015.
Going concern
As more fully explained in note 1 to the financial statements, in determining the appropriate basis of preparation of the
financial statements, the Directors are required to consider whether the Group can continue in operational existence for the
foreseeable future.
Adverse movements in the Rand / US Dollar exchange rate and PGM commodity prices or a combination thereof.
•
Failure to meet forecast production targets.
•
Higher than planned cash costs.
Management reported to the Committee the results of its going concern assessment, noting to the Committee that the
Group’s capital structure, after a successful Rights Issue and debt facilities amendments, provides sufficient head room to
cushion against downside operational risks and reduces the risk of breaching debt covenants.
www.lonmin.com
Shareholder Information
The Limpopo CGU is placed under care and maintenance. The carrying amount of non-financial assets in this CGU was
$127 million before impairment which comprised property, plant and equipment of $74 million and intangible assets of
$53 million.
05 /
Impairment of non-financial assets (excluding inventories and deferred tax)
As more fully explained in note 31 to the financial statements, the Group’s principal non-financial assets are grouped into cash
generating units (CGUs) for the purpose of assessing the recoverable amount. The Group has two key CGUs, being Marikana
and Akanani. The carrying amounts of the CGUs non-financial assets, before tax impact, were $3,100 million and $219 million
respectively before impairment. The Marikana CGU included goodwill, and was therefore tested for impairment on an annual
basis. Akanani is an exploration and evaluation asset which was impaired in 2012. Any change in assumptions could lead to
further impairment or a reversal of impairment. The Akanani CGU was also assessed for impairment.
A Deeper Look
The auditor explained their audit procedures to test management’s going concern assessment and considered the Group’s
disclosures on the subject. On the basis of their audit work, the auditor considered that the going concern basis of preparation
of the financial statements is appropriate and included an emphasis of matter in relation to the material uncertainty regarding
the need for shareholder approval. Refer to the auditor’s report on pages 126 to 130 for the auditor’s opinion on the going
concern assumption.
04 /
The Committee interrogated management’s key assumptions used in the Business Plan and for determining the cash flow
forecasts used in the going concern assessment as well as the scenarios applied in testing the Group’s resilience against
downside risks. The Committee was satisfied that key assumptions had been appropriately scrutinised, stress-tested and
were sufficiently robust. The Committee was further satisfied with the going concern disclosures in the financial statements
and that an appropriate basis of preparation of the financial statements had been arrived at. However, the need for
shareholder approval for the planned Rights Issue represents a material uncertainty about the Group’s ability to continue as
a going concern as explained in note 1 to the financial statements.
Financial Statements
Management considered the future prospects for the business and stress tested those projections to assess the impact
of say, a major production incident or a major movement in metal prices or exchange rates. The level of bank facilities and
associated covenants in the business was considered to ensure the Company can meet its foreseeable cash requirements.
03 /
•
Governance
In assessing the Group’s ability to meet its obligations as they fall due, management prepared cash flow forecasts based on
the Business Plan for a period in excess of 12 months. Management considered various scenarios to test the Group’s
resilience against operational risks including:
02 /
The continued decline PGM prices has put the Group’s cash flows and profitability under pressure. Management reviewed the
Group’s business and capital structure and revised the Business Plan in order to be able to deal effectively with the effects of
a continuation of the current low PGM price environment. The revision of the Business Plan includes the reduction of fixed
costs, removal of high cost production and minimising capital expenditure while preserving the ability of the business to
increase production when PGM markets improve.
Strategic Report
Going concern
•
01 /
•
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Lonmin Plc
Annual Report and Accounts 2015
Governance
Audit & Risk Committee Report
for the year ended 30 September 2015
5.
Significant issues considered by the Audit & Risk Committee (continued)
In assessing impairment for these CGUs, management determined the recoverable amount of each CGU, and compared
this to their respective carrying amounts at 30 September 2015. Management reported to the Committee the results of its
impairment assessment, noting to the Committee that future cash flows for each CGU had been estimated based on the
most up to date business forecasts or studies for exploration and evaluation assets, and discounted using discount rates that
reflected current market assessments of the time value of money and risks specific to the assets. Management highlighted to
the Committee how they arrived at the key assumptions to estimate future cash flows for the CGUs, specifically PGM metal
prices, foreign exchange rates and discount rates.
Management also brought to the attention of the Committee the sensitivity analysis disclosed in note 31 of the financial
statements with regards to the recoverable amounts of the CGUs.
The Committee interrogated management’s key assumptions used for determining the recoverable amounts of non-financial
assets to understand their impact on the CGUs’ recoverable amounts and the Committee was satisfied that key assumptions
had been appropriately scrutinised, challenged and were sufficiently robust. The Committee was further satisfied with the
impairment amount of $1,811 million charged in the 2015 financial year and the disclosures in the financial statements.
The auditor explained their audit procedures to test management’s assessment of impairment and considered the Group’s
disclosures on the subject. On the basis of their audit work, the auditor considered that the carrying value of non-financial
assets was materially appropriate in the context of the financial statements as a whole.
Recoverability of the HDSA receivable
At 30 September 2015, the Group was owed an amount of $409 million by a subsidiary of Shanduka Resources (Proprietary)
Limited (the Shanduka subsidiary) as detailed in note 14 to the financial statements. The “Impairment – financial assets”
section of note 1 to the financial statements notes that a financial asset not carried at fair value through profit or loss is
assessed at each reporting date to determine whether there is objective evidence of impairment.
Management reported to the Committee that the receivable is secured on the shares in the Shanduka subsidiary, whose only
asset of value is its ultimate holding in Incwala Resources (Pty) Limited (Incwala). Incwala’s principal assets are investments in
WPL, EPL and Akanani, all subsidiaries of Lonmin Plc. Management further reported that one of the sources of income to
fund the settlement of the receivable is the dividend flow from these underlying investments, but that given the current state of
the PGM industry, there had not been any substantial dividend payments to Incwala in recent times.
Management reported concerns that the value of the security was below its carrying amount and reported to the Committee
that an assessment had been made to determine the extent of any impairment, or reversal thereof, that may be required. The
key drivers in arriving at the value of the security are Incwala’s underlying investments in WPL, EPL and Akanani. Management
reported that the same valuation models for the Marikana and Akanani CGUs as described in the Impairment of non-financial
assets section above had been used as the basis for determining the value of Incwala’s investments, and ultimately the value
of the Shanduka subsidiary.
The impairment assessment is done at each reporting date. The decrease in the value of WPL and EPL, mainly as a result of
the reduced production profile and revised PGM price outlook in the Business Plan which resulted in the downward revision of
estimated future cash flows as well as the increase in discount rates for the Marikana and Akanani CGUs, resulted in the value
of the security falling below the carrying amount of the HDSA receivable. As a result, the asset was further impaired by $227 million
as reported in the financial statements.
Management also brought to the attention of the Committee the sensitivity analysis included in note 14 of the financial statements.
The Committee interrogated management’s procedures in arriving at the valuation and also scrutinised management’s
valuation of the underlying security. The Committee was satisfied that a sufficiently robust process was followed to confirm the
recoverability of the receivable.
The auditor explained their audit procedures to test management’s impairment assessment and considered the Group’s
disclosures on the subject. On the basis of their audit work, the auditor reported no inconsistencies or misstatements that
were material in the context of the financial statements as a whole.
Physical quantities of inventory (excluding consumables) and net realisable value
As detailed in the “use of estimates and judgments” section in note 1 to the financial statements, inventory is held in a wide
variety of forms across the value chain, and prior to production as a final metal, is always contained in a carrier material.
As such inventory is typically sampled and assays taken to determine the metal content and how this is split by metal,
the accuracy of which can vary quite significantly depending on the nature of the vessels and the state of the material.
Furthermore, as detailed in the “Inventories” section in note 1 to the financial statements, inventory is valued at the lower
of cost and net realisable value. PGM prices continued to decrease throughout the year and as such there is a risk that the
cost of inventory exceeds its net realisable value.
Management reported to the Committee the procedures undertaken to determine the physical quantities of inventory
at year end which included observation of count and sampling procedures by independent metallurgists. Management
highlighted to the Committee the estimation uncertainty in sampling and assays, and that a downward adjustment had
been made to inventory quantities to allow for estimation uncertainty at various stages of the process. Management
reported to the Committee its calculations of the adjustment, and noted that the adjustment is dependent on the degree to
which the nature and state of material allows for accurate measurement and sampling. Finally, management reported that
Lonmin Plc
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Audit & Risk Committee Report
for the year ended 30 September 2015
5.
Significant issues considered by the Audit & Risk Committee (continued)
calculations had been undertaken to evaluate the measurement of inventory. A comparison of unit cost of each inventory item
per PGM ounce to the net realisable value, driven mainly by the PGM price, is done to ensure that inventory is measured at
the lower of cost or net realisable value which resulted in an adjustment to inventory values of $69 million as reflected in note
15 to the financial statements.
Special costs – strike related costs
As explained in note 3 consistent to prior reporting periods, one-off costs have been classified as special items and reported
separately in the income statement to assist in the understanding of financial performance achieved by the Group, and for
consistency with prior periods. Included in special costs are impairment of assets, restructuring costs and costs incurred in
relation to the BEE transaction.
Governance
The Committee interrogated management’s procedures in arriving at the costs classified as special items and scrutinised
management’s calculation of special costs. The Committee was satisfied that a sufficiently robust process was followed to
identify special costs.
02 /
Management reported to the Committee the procedures and approach followed to identify and determine amounts to be
classified as special items.
Strategic Report
The auditor explained their audit procedures to test the physical quantities of inventory and to check the net realisable value
calculations performed by management. On the basis of their audit work, the auditor reported no misstatements that were
material in the context of the financial statements as a whole.
01 /
The Committee scrutinised the inventory estimation adjustment calculations in conjunction with a history of stock count results
and process losses as well as the procedures undertaken by management to confirm the physical existence of inventory. The
Committee was satisfied that a sufficiently robust process was followed to confirm the quantities of inventory, and that the net
realisable value of inventory was calculated correctly.
The auditor explained their audit procedures to test management’s calculation of special costs that were material in the
context of the financial statements as a whole and considered the Group’s disclosures on the subject. On the basis of their
audit work, the auditor reported no inconsistencies or misstatements.
6.
Internal audit reports in relation to the 34 audits were reviewed by operational and line management and further reviewed by
the Exco. Audit findings and the related management actions were tracked by Internal Audit, and verified periodically after being
reported by management as complete. The Committee was provided with reports on material findings and recommendations
and regular updates on the progress made by management in addressing the findings were also provided during the course
of the year. All action points were recorded on a Company-wide database to facilitate monitoring and accountability.
www.lonmin.com
Shareholder Information
A review of the effectiveness of Internal Audit was carried out during the year by way of a questionnaire completed by those
in the business who had been audited and the external auditors. Having considered the results of this survey and a number
of other factors, including the quality of reporting to the Committee and impartiality of the internal auditors, the Committee
concluded that Internal Audit was in all respects effective.
05 /
The Head of Internal Audit is also responsible for the Company’s whistle-blowing programme and heads up the investigations
unit comprising three investigators. The primary focus of this team is addressing the risk of theft of PGMs, but they also have
a significant role in helping counter copper cable theft, white collar crime and other criminal and unauthorised activities which
could have a material impact on the business.
A Deeper Look
The internal audit plan, approved in September 2014 by the Committee, reflected a risk based approach targeting financial
and operational processes. The main objective was to test the robustness of the mitigating controls and identify improvement
opportunities. A total of 34 audits were undertaken during the year. The audits that were conducted focused on business
critical and high risk areas which were prioritised by the internal auditors with input from management and the Committee.
04 /
Internal audit
The Company has an internal audit department comprising two in-house auditors, supported by the South African arm of
PwC who provides specialist services in connection with matters such as IT security and treasury, which would be inefficient
to resource internally. The Head of Internal Audit reports jointly to the Chairman of the Audit & Risk Committee and to the CFO.
Financial Statements
After reviewing the presentations and reports from management and consulting, where necessary, with the auditors, the
Committee was satisfied that the financial statements appropriately addressed the critical judgments and key estimates (both in
respect to the amounts reported and the disclosures). The Committee was also satisfied that the significant assumptions used for
determining the value of assets and liabilities had been appropriately scrutinised, challenged and were sufficiently robust.
03 /
In summary
Management reported to the Committee that they were not aware of any material misstatements or immaterial misstatements
made intentionally to achieve a particular presentation. The auditors reported to the Committee the misstatements that they
had found in the course of their work and no material amounts remain unadjusted. The Committee confirmed that it was
satisfied that the auditors had fulfilled their responsibilities with diligence and professional skepticism.
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Lonmin Plc
Annual Report and Accounts 2015
Governance
Audit & Risk Committee Report
for the year ended 30 September 2015
7.
External audit
The external auditors are appointed by shareholders to provide an opinion on the financial statements and certain other
disclosures prepared by the Directors. Following their re-election at the 2015 AGM, KPMG LLP acted as the external auditors
to the Lonmin Group throughout the year. The Senior Statutory Auditor is based in London and supported by an audit partner
based in Johannesburg. The Committee is responsible for oversight of the external auditors, including approving the annual
work plan and, on behalf of the Board, approving the audit fee.
To safeguard the objectivity and independence of the external auditors, the Company adopted an Audit Engagement Policy
in 2010, a copy of which is available on the Company’s website. Under this policy, the external auditors are not permitted to
perform any work that they may subsequently need to audit or which might either create a conflict of interest or affect the
auditors’ objectivity and independence. Non-audit services are normally limited to assignments that are closely related to the
annual audit or where the work is of such a nature that a detailed understanding of the Group is necessary. Management
regularly provides the Committee with reports on audit, audit-related and non-audit expenditure, together with proposals of
any material non-audit related assignments. The Committee reviews and, where necessary, challenges management to
ensure auditor objectivity and independence is not impaired.
The policy provides for the following annual authorisation limits:
Audit-related services
Non-audit related services
$200,000
$500,000
>$500,000
$100,000
$250,000
>$250,000
Chief Financial Officer
Chairman of the Audit & Risk Committee
Audit & Risk Committee
Fees for audit related and non-audit services incurred during the year amounted to $0.3 million (2014 – $0.4 million)
representing 20% of the audit fees. Audit related and non-audit services provided by the external auditors included their
review of the half year Interim Review and their assurance review of the Group’s sustainability reporting. Further information
can be found in note 4 to the financial statements.
The Committee is satisfied that the overall levels of audit related and non-audit fees are not material relative to the income
of the external audit offices and firm as a whole and therefore the objectivity and independence of the external auditors was
not compromised.
The Committee has evaluated the performance, independence and objectivity of KPMG and also reviewed the effectiveness of
the external audit process. As part of this process, the Committee considered feedback on the year’s audit gathered through
a survey facilitated by the Secretary to the Committee. This year’s survey was more extensive than previous years, assessing
not only the external auditor, but also the relationship between the external auditor, the management and the Committee.
There were focused questions on the role of management as we believe that management’s attitude to, and engagement with,
the external audit process is fundamental to its effectiveness. Respondents to the survey included the financial management
team at corporate and business levels, company secretariat, the tax and treasury and risk teams, the internal auditors, the
Audit & Risk Committee members and the Chairman of the Board. The following factors were also considered:
•
the external auditors’ progress achieved against the agreed audit plan and communication of any changes to the plan,
including changes in perceived audit risks;
•
the competence with which the external auditors handled the key accounting and audit judgements and communication
of the same with management and the Committee;
•
the external auditors’ compliance with relevant regulatory, ethical and professional guidance on the rotation of partners;
•
the external auditors’ qualifications, expertise and resources and their own assessment of their internal quality
procedures; and
•
the stability and continuity that would be provided by continuing to use KPMG.
After taking into account all of the above factors, the Committee concluded that the external auditors were effective and has
recommended to the Board that their re-election at the 2016 AGM should be proposed to shareholders. The Committee also
recommended the Board seek authority for the Directors to fix the external auditors’ remuneration, having first compared the
proposed fees to the prior year’s fees and also relative to other companies of similar size, sector and complexity.
A predecessor firm of KPMG Audit plc was first appointed in 1970 and, since that time, the lead audit partner at Group level
has changed regularly and in recent years every five years in accordance with professional and regulatory standards designed
to safeguard independence and objectivity. In addition, senior audit staff, who are located both in the United Kingdom and
South Africa, rotate periodically in accordance with KPMG’s internal policies on independence.
The Committee conducted a formal tender of the external audit contract, considering proposals from four audit firms.
Following a competitive tendering process, KPMG was reappointed as the external audit. This decision was based on the
information provided in KPMG’s tender proposal and the interaction with the proposed audit team, both at management and
Committee level. The Selection Panel (comprising management and the Committee members) concluded that KPMG
provided the necessary experience, industry knowledge and geographical resources, which combined with their knowledge of
the business meant that they were the most suitable. In addition, in November 2015, the Committee concluded a rotation of
the lead audit partner and Adrian Wilcox was appointed as Senior Statutory Auditor, such appointment to take effect from the
conclusion of the AGM on 28 January 2016.
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8.
Internal controls
As in any business, Lonmin faces risk and uncertainty in everything it does. Section 9 explains how we consider risk, and how
the corporate strategy, which is reviewed on a regular basis, seeks to capitalise on identified opportunities while mitigating
known downside risks. Where material risks have been identified within our business, we have implemented an appropriate
internal control environment to endeavour to protect shareholders’ interests. The Board is ultimately responsible for the
Group’s system of internal controls and risk management, and it discharges its duties in this area by:
•
Determining Lonmin’s risk appetite (the risk we actively seek or accept in pursuit of our long-term objectives, in the
expectation of an economic return) and risk tolerance (the risk we are prepared to face in achieving our strategic goals);
•
Overseeing the risk management strategy; and
•
Ensuring management implement effective systems of risk identification, assessment and mitigation and internal controls.
Strategic Report
External audit (continued)
There are no contractual obligations which restrict the Committee’s choice of statutory auditor. In addition, following a
thorough review of its policy on non-audit services provided by the external auditors, the Committee was comfortable that the
external auditors are free from any perceived conflict of interest.
01 /
7.
These systems are designed to manage, rather than eliminate, the risk of failure to achieve business objectives and cannot
provide absolute assurance against material misstatement or loss.
02 /
Key features of Lonmin’s internal control framework include:
Agreed objectives
Schedule of Matters
reserved for the Board’s
decision
Annual financial and
technical budgets
Risk tolerance / appetite
clearly defined
Charter, values and Code
of Business Conduct
Management reporting
against budgets, plans
and forecasts
Documented policies,
procedures, processes
and standards
Risk management policy
Ë
and procedures
Appropriate tools including
SAP, mine planning,
metallurgical tracking
and accounting and
risk systems
Annual management
confirmation letters
Ë
Supported by
Annual audit and other
external assurance providers
Internal audit and other
in-house review processes
•
Annual self-assessments completed by around 70 executive and senior managers in the Group – each manager confirms
whether there have been any breaches of internal controls or their awareness of any weaknesses in the control
environment within their area of the business. The principle of individual accountability and responsibility at operational
level is an important component in the Group’s overall risk philosophy. Managers are responsible for the identification
and effective management of all risks in their areas of responsibility and these letters have a wide ranging scope; and
•
Further objective assurance is provided by the external auditors and other external specialists.
Throughout the year Lonmin complied with the provisions of the Code (as these relate to internal controls) and the relevant
sections of Internal Control: Revised Guidance for Directors (the Turnbull guidance) and Guidance on Audit Committees.
No significant weaknesses or material failings were identified in the annual review.
www.lonmin.com
Shareholder Information
Internal Audit provides objective assurance – their annual work plan is developed in conjunction with management and
focuses on key risks and key internal controls. In the light of Internal Audit’s recommendations, management develops
and implements corrective action plans, which are tracked to completion by Internal Audit, with the results reported to
executive management and to the Committee;
05 /
•
A Deeper Look
Responsibility for reviewing the effectiveness of the internal controls has been delegated to the Committee. The Committee
uses information drawn from a number of different sources to carry out this review:
04 /
Management is responsible for establishing and maintaining adequate internal controls over financial reporting, including over
the Group’s consolidation process. Internal controls over financial reporting are designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes.
A comprehensive strategic planning, budgeting and forecasting system is in place. Monthly financial information, including
trading results and cash flow statements, are reported to the Board and management. The Exco reviews performance against
budget and forecast on a monthly basis and senior financial managers regularly carry out group consolidation reviews and
analysis of material variances.
Financial Statements
Delegation of authority to
each level of management
Ë
Transparency
Clear accountability
03 /
Remit and terms of
reference of Board
Committees
Group Strategy, supported
by Life of Business Plan,
resource database
and model
Agreed ways of working
Governance
Clear delegation of power
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Lonmin Plc
Annual Report and Accounts 2015
Governance
Audit & Risk Committee Report
for the year ended 30 September 2015
9.
Risk Management
Lonmin has an integrated approach to risk management and internal controls to ensure that our reviews of risk are used to
inform the internal audit process and the design of internal controls.
The risk management process, which has been in place throughout the year under review and to the date of approval of the
accounts, identifies, evaluates, manages and monitors the risks facing the business. Those risks that are identified as
significant, in addition to the associated mitigating controls, are reviewed regularly by the Exco and then by the Board. The
Committee regularly reviews the effectiveness of the risk identification process and the methodology used to evaluate and
quantify the risks, in line with the guidance appended to the Code.
The corporate strategy, which is reviewed on a regular basis, seeks to capitalise on identified opportunities while mitigating
known downside risks. Where material risks have been identified within our business, we have implemented an appropriate
internal control environment to endeavour to protect shareholders’ interests.
Lonmin’s Risk Management Framework, policy and procedures aim to:
•
Enable management to implement effective systems of risk identification, assessment and mitigation and internal controls;
•
Assist management and the Board to determine Lonmin’s risk appetite and risk tolerance;
•
Embed a risk based approach and awareness into the corporate culture so that risks are communicated and understood
at all levels and functions within the Group;
•
Encourage line management accountability for identifying and managing the risks within their area of the business; and
•
Develop and implement risk management strategies which address the full spectrum of risks, including compliance,
industry-specific, competitiveness, environmental, business continuity, strategic, reporting, security, privacy, and operational.
Principal Risks
The top risks and the associated mitigating controls are reviewed at least quarterly by the Exco and the Board.
Review of Risks
“Top-down” and “bottom-up” risk reviews are carried out in each area of our business, involving the Exco, operational and
middle managers respectively. All senior managers are responsible for managing and monitoring risks in their area of
responsibility and recording these in the risk register. It is mandatory for this process to take place at least once a year,
but in practice, reviews often take place more frequently. For each risk identified, management assesses the root causes,
consequences of the unmitigated risks, probability of occurrence, effectiveness of the existing controls and the level of
exposure after mitigation measures had been implemented.
Each of the business areas is supported by either a Risk Officer or an Operational Risk Champion who co-ordinates all risk
management activity in that business area and ensures that actions are implemented appropriately. This process ensures all
risks are measured, monitored and reported on a consistent basis. In order to protect our strategic objectives, it is important
that we manage these risks as effectively as possible. The work of the Risk Management Department is closely aligned to that
of the Internal Audit Department.
Risks related to sustainability
Risks related to safety, labour and community relations, social development, transformation and environmental impacts
makeup a significant portion of Lonmin’s risk profile. Each business area is responsible for managing safety and environmental
impact mitigation and for monitoring the relevant action plans in place. In this way, the Company ensures that focus on these
areas is maintained and that accountability is embedded at operational management level. Reviews of these risks and their
associated management plans are conducted by the SHE and SET Committees, the results of which are presented to the Board.
Risk Information Management System (RIMS)
To assist with the risk management process, the Company implemented the CURA Risk Management System in 2012.
The application allows all users within the Group access to the risk registers through a web based system. RIMS has improved
management’s oversight of risks through its enhanced tracking and reporting functionality.
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Annual Report and Accounts 2015
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Governance
Nomination Committee Report
for the year ended 30 September 2015
1.
Role of the Nomination Committee
The Nomination Committee has delegated authority from the Board set out in its written terms of reference, available on the
Company’s website, which were last reviewed by the Board in May 2015. The primary purposes of the Nomination Committee are:
•
to recommend any proposed changes to the composition of the Board and to instigate and manage the recruitment process;
•
to ensure the Company’s adherence to applicable legal and regulatory requirements in relation to the above; and
•
to oversee compliance with the Code and other applicable corporate governance regulations.
The Committee Chairman reports material findings and recommendations at the next Board meeting and copies of the
minutes of its meetings are circulated to all Directors.
2.
Composition of the Nomination Committee
All of the independent Non-executive Directors are members of the Committee. Karen de Segundo held office until she
retired as a Non-executive Director on 29 January 2015. Varda Shine was appointed as a member of the Committee on
16 February 2015 when her appointment as a Non-executive Director was confirmed. No individual participates in discussion
or decision-making when the matter under consideration relates to him or her.
Activities of the Nomination Committee during the year
The Committee met four times during the year and attendance at those meetings is shown in section 1.8 of the corporate
governance report.
Governance
3.
02 /
The Committee is supported by the services of the Company Secretary who acts as secretary to the Committee and it has full
access to the CEO. It is empowered to appoint search consultants, legal, tax and other professional advisors as it sees fit to
assist with its work.
Strategic Report
to ensure that a regular, rigorous and objective evaluation is undertaken of the structure, size, composition, balance of
skills, knowledge and experience of the Board;
01 /
•
Matters considered by the Committee in FY2015 included the following material items:
Noted Mrs Segundo’s decision to retire and considered and recommended the
appointment of Varda Shine as a Non-executive Director and as a member of
various Board Committees.
•
Noted the resignations of Gary Nagle, Paul Smith and Phuti Mahanyele from the Board.
•
Noted the Board assessment matrix (including the key skills, knowledge and
experience of the current Committee members) and considered the Board
composition and succession implications.
•
Considered and approved the recommendation not to undertake an externally
facilitated Board effectiveness review in FY2015.
Good governance
•
Considered and approved the Committee’s goals for FY2015.
Director effectiveness
•
Considered the outcome of the board evaluation when discussing the effectiveness
of the Non-executive Directors seeking re-election at the 2015 AGM.
2014 Annual Report
and Accounts
•
Reviewed the Committee’s report within the 2014 Annual Report and Accounts and
recommended its approval to the Board.
Terms of Reference
•
Considered and approved the Committee Terms of Reference, updated to reflect
the UK Corporate Governance Code and recommended its approval to the Board.
Annual workplan
•
Considered and approved an updated workplan to reflect the duties in the
Committee Terms of Reference.
A Deeper Look
•
04 /
Board composition
Financial Statements
Discussion
03 /
Area
05 /
Shareholder Information
www.lonmin.com
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Lonmin Plc
Annual Report and Accounts 2015
Governance
Nomination Committee Report
for the year ended 30 September 2015
4.
Policy on appointments to the Board
Our policy is outlined in section 1.3 in the Corporate Governance Report, but in brief all Board appointments are made on
merit, against objective criteria.
The issue of diversity was debated by the Committee in July 2011 at which time a formal policy was adopted and again more
recently in 2015. The Policy is predicated on appointing the best possible candidates and, to avoid precluding any deserving
candidate from consideration, requires that short-lists contain candidates from a diverse range of backgrounds, and that
these lists are gender-neutral. The Board will maintain its practice of embracing diversity in all its forms, but has chosen not to
set any measurable objectives for the reasons given in the Corporate Governance Report.
The process of identifying candidates for Board appointment commences with drawing up a job specification which includes,
in the case of non-executive appointments, an estimate of the time commitment required. A skills analysis of the current
Board members has been completed, and future appointments of Directors will take these findings into account. Generally,
the Committee will engage executive search consultants, or consider open advertising, to assist in ensuring a comprehensive
listing of potential candidates from a range of backgrounds for the Committee’s consideration.
Following Mrs de Segundo’s retirement from the board on 29 January 2015, an external search for independent non-executive
directors was conducted, supported by Spencer Stuart. Spencer Stuart does not have any other connection to the Company.
Following this search, the Board confirmed Ms Shine’s appointment on 16 February 2015.
Lonmin Plc
Annual Report and Accounts 2015
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Governance
Safety, Health & Environment (SHE) Committee Report
for the year ended 30 September 2015
Lonmin is committed to managing its activities throughout the Group so as to minimise harm to the environment and to safeguard
the health and safety of its employees, customers and the community. This Committee was created voluntarily by the Board to
help it oversee the significant risks that the Company faces in the critical areas of safety, health and environment and ensure they
receive due attention at all times. The matters it considers are a mixture of legal obligations (most often arising from South African
legislation or regulation) and other actions we believe are necessary to be a good corporate citizen and retain our informal social
‘licence to operate’.
The primary purposes of the Committee are:
•
to assist the Board by ensuring management sets aspirational standards for SHE matters and implements a culture in
which these goals are promoted and enforced;
•
to have oversight of and provide advice to the Board on the Group’s compliance with applicable SHE related legal and
regulatory requirements;
•
to consider the major findings of internal and external investigations and management’s response;
•
to report to the Board developments, trends and / or forthcoming significant legislation in relation to SHE matters which
may be relevant to the Group’s operations, its assets or employees;
•
to ensure a robust and independent assurance and / or audit process is implemented by management; and
•
to review the Group’s external SHE reporting and regulatory disclosures.
Governance
to have oversight of and provide advice to the Board on SHE matters (including, where relevant, public safety and the
impact of the Group’s activities) and evaluating the risks in each of these areas;
02 /
•
Strategic Report
Role of the Safety, Health & Environment (SHE) Committee
The SHE Committee has delegated authority from the Board set out in its written Terms of Reference, available on the
Company’s website, which were last reviewed by the Board in September 2015.
01 /
1.
More detailed information concerning the Group’s performance in SHE areas is set out in the Strategic Report, from
page 36 onwards.
2.
03 /
Financial Statements
Composition of the SHE Committee
The members of the Committee as at the date of this report are Jonathan Leslie (Chairman), Brian Beamish (appointed
9 September 2015) and Ben Magara, giving the Committee a broad and balanced blend of skills, experience and detailed
knowledge of the Company and its operations. Until they retired from the Board, Karen de Segundo (retired 29 January 2015),
Phuti Mahanyele (retired 30 June 2015) and Gary Nagle (retired 8 May 2015) also served as members of the Committee.
At the request of the Committee Chairman, the Chief Operating Officer (who is accountable for operational SHE matters),
the Executive Manager responsible for Sustainability and the Assistant Company Secretary (who acts as Secretary to the
Committee) attend all meetings of the Committee. Other managers attend as necessary when their specialist expertise is
required, or incidents have occurred in operations under their control.
04 /
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
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Lonmin Plc
Annual Report and Accounts 2015
Governance
Safety, Health & Environment (SHE) Committee Report
for the year ended 30 September 2015
3.
Activities of the SHE Committee during the year
The Committee met three times during the year, and attendance at those meetings is shown in section 1.8 of the Corporate
Governance Report.
The Committee has an annual work plan, developed from its terms of reference, with standing items that the Committee
considers at each meeting in addition to matters of topical relevance or on which the Committee has otherwise chosen to focus.
The work of the Committee in FY2015 is summarised below.
Safety
•
Received reports from
accountable managers
on three fatalities during
FY2015 and all serious
safety incidents,
including a detailed
analysis of factors
contributing to the
safety incident and
the corrective and
preventative measures
taken to prevent
recurrence
•
Reviewed reports on
key safety indicators
and trends
•
Reviewed Company
security procedures
•
Reviewed progress and
implementation of a
strategic plan to improve
safety and long-term
safety initiatives
Health
•
Reviewed reports on
health and community
indicators and trends
•
Participated in a Health
Deep Dive, including
a report on the impact
on the health of the
workforce following
the five month strike
Environment
•
Received reports
from accountable
managers on all
serious environmental
incidents, including a
detailed analysis of
factors contributing
to the incident and
the corrective and
preventative measures
taken to prevent
recurrence
•
Reviewed reports on key
environmental indicators
and trends
•
Reviewed progress
reports on various
environmental initiatives,
including the Group’s
integrated water
management strategy
and waste services
project operating in
the local community
surrounding the
operations
Governance, regulatory
and reporting
•
Reviewed changes to
local and international
SHE regulations
•
Reviewed the
Committee’s report within
the 2014 Annual Report
and recommended
approval to the Board
•
Considered feedback
from external auditors
following their assurance
review of selected data in
the FY2014 annual report
and FY2014 Sustainable
Development Report
•
Considered and
approved the
appointment of KPMG
as the assurance
provider for the
FY2015 Sustainable
Development Report
•
Set Committee’s
strategic goals for
FY2015
Lonmin Plc
Annual Report and Accounts 2015
/ 89
Governance
Social, Ethics & Transformation (SET) Committee Report
for the year ended 30 September 2015
to develop strategies, policies and processes and set goals and targets for transformation and empowerment, and
assess the means by which such strategies are proposed to be implemented and goals achieved, with the goal of
ensuring that there is a disciplined, co-ordinated and sustainable approach to transformation;
•
to monitor, review and evaluate progress made by management in meeting the Company’s obligations in respect of
transformation and empowerment, including the Company’s adherence to applicable legal and regulatory requirements
and external commitments made in relation to the same;
•
To oversee the Group’s activities in relation to the prescribed social and ethics matters, and in developing an appropriate
corporate culture including ethical matters (including anti-bribery and corruption actions) and the human rights of those
involved in or affected by the Group’s business;
•
to ensure effective communication on SET issues between management, the Board and various stakeholders; and
•
to guide and otherwise provide encouragement and counsel to management in relation to SET matters.
03 /
Financial Statements
Composition of the SET Committee
The members of the Committee as at the date of this report are Len Konar (Chairman), Jim Sutcliffe and Ben Magara. Until
she retired from the Board on 30 June 2015, Phuti Mahanyele also served as a member of the Committee. At the request
of the Committee Chairman, the Chief Operating Officer, the EVP of Communications and Public Affairs, the EVP of Human
Resources and the Assistant Company Secretary (who acts as secretary to the Committee), also attend the meetings, none
of whom do so as of right. Other senior managers and Board members attend as needed, when specialist input is required.
Governance
•
02 /
2.
Role of the Social, Ethics & Transformation (SET) Committee
The SET Committee has delegated authority from the Board set out in its written Terms of Reference, available on the
Company’s website, which were last reviewed by the Board in September 2015. The primary purpose of the Committee is
to oversee the Company’s strategy and actions in meeting its commitments and obligations in the areas of transformation
and empowerment, and in those social and ethics matters prescribed in South African law, and that the interests of all
stakeholders (including shareholders) are properly recognised when doing so, with its principal duties being:
Strategic Report
1.
01 /
This Committee was created by the Board in January 2011 to assist it oversee the significant risks that the Company faces in
the crucial area of transformation. Transformation refers to the over-arching aims of the entire process of Black Economic
Empowerment within South Africa, and changing how business is done. In our case, we have committed to certain outcomes
through the Social and Labour Plans and comply with the Mining Charter. In addition, whilst the South African Companies Act
requires that certain locally-incorporated entities, including Lonmin’s principal operating subsidiaries, establish a social & ethics
committee, the remit of which is mandated in law, the Board considers that successful management of these issues is of utmost
importance to the conduct of the Group’s business, contribute to being a good corporate citizen and, ultimately, should help us to
retain our informal social ‘licence to operate’, and therefore decided to extend the remit of the previous Transformation Committee
to also include all social & ethics matters across the Group.
04 /
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
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Lonmin Plc
Annual Report and Accounts 2015
Governance
Social, Ethics & Transformation (SET) Committee Report
for the year ended 30 September 2015
3.
Activities of the SET Committee during the year
The strategic importance of many of the issues captured under the heading of ‘transformation’ is such that they have also
been considered at Board level. The Committee has an annual work plan, developed from its Terms of Reference with
standing items that the Committee considers at each meeting in addition to matters of topical relevance or on which the
Committee has otherwise chosen to focus. `The Committee met formally twice during the year, and also led a “deep dive”
into transformation strategy and performance which was attended by a wide range of operational managers. All other Board
Directors were given a standing invitation to attend any of these meetings, and many did so. As well as routine monitoring
activities, the material items considered by the Committee in FY2015 were:
Social
•
•
•
•
Reviewed reports on
commitments made in
the Social & Labour
Plans and requirements
of Mining Charter and
provided feedback to
management
Reviewed strategic
plans for transformation
programme and remedial
actions
Reviewed the rental cost
of Company-sponsored
accommodation, and
how this compared to
market. In-depth reviews
of the housing and living
conditions of our
employees, and our
community infrastructure
investment projects
were undertaken,
supplemented by site
visits undertaken by
Committee members
Reviewed reports on
Social & Labour Plans
and Mining Charter
and provided feedback
to management
Ethics
Transformation
•
Reviewed proposed
development plan for
reviewing and updating
human rights policy
•
•
Reviewed amended
Human Rights Policy and •
implementation plan
•
Governance, regulatory
and reporting
Considered objections to •
transaction with BAPO
and management
proposals in respect
•
thereto
Reviewed the funding
and terms of the 1608
Education Trust
Reviewed reports on
Social & Labour Plans
and Mining Charter and
provided feedback to
management
Reviewed changes to
Mining Charter
Scorecard
Reviewed changes to
local and international
regulations and new
legislation including
Modern Slavery Act and
Reports on Payments to
Government Regulations.
•
Reviewed the
Committee’s report within
the 2014 Annual Report
and recommended
approval to the Board
•
Considered feedback
from external auditors
following their assurance
review of selected data in
the FY2014 annual report
and FY2014 Sustainable
Development Report
•
Set Committee’s strategic
goals for FY2015
•
Considered and approved
the appointment of
KPMG as the assurance
provider for the
FY2015 Sustainable
Development Report
Lonmin Plc
Annual Report and Accounts 2015
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Governance
Directors’ Report
The Company
Seema Kamboj
Company Secretary
02 /
Governance
1.3 Rules on Appointment and Removal of Directors
Subject to applicable law, a Director may be appointed by an ordinary resolution of shareholders in general meeting following
nomination by the Board or a member (or members) entitled to vote at such a meeting, or following retirement by rotation if
the Director chooses to seek re-election at a general meeting. In addition, the Directors may appoint a Director to fill a vacancy
or as an additional Director, provided that the individual retires at the next AGM. A Director may be removed by the Company
as provided for by applicable law, in certain circumstances set out in the Company’s Articles of Association (for example
bankruptcy, or resignation), or by a special resolution of the Company. All Directors stand for re-election on an annual basis,
in line with the recommendations of the Code. For a full description of the Company’s policies in relation to the appointment
and replacement of Directors see section 1.3 of the Corporate Governance Report, on page 67.
Strategic Report
1.2 Amendment of the Articles of Association
The Company’s constitution, known as the Articles of Association, is essentially a
contract between the Company and its shareholders, governing many aspects of the
management of the corporation. It may only be amended by a special resolution at a
general meeting of the shareholders.
01 /
1.1 Legal form of the Company
Lonmin Plc is a company incorporated in England & Wales, with company number 103002.
It conducts very limited business activities on its own account, and trades principally
through its subsidiary undertakings in various jurisdictions. The material subsidiary
undertakings are listed in note 33 to the financial statements on page 176. A branch of
Lonmin Plc operates in South Africa, trading as Lonmin Management Services or ‘LMS’
and which is registered in that country as an external company with company number
1969/00015/10. The branch and the English company are legally indivisible.
Statutory Disclosures
2.4 Political donations
No political donations were made during the year. Lonmin has an established policy of not making donations to any political
party, representative or candidate in any part of the world.
A Deeper Look
2.3 Greenhouse gas emissions
The disclosures concerning greenhouse gas emissions required by law are included in the Strategic Report, on page 57.
04 /
2.2 Research and development
Group companies continue to focus on research and development in the areas of mineral extraction, processing and refining
to unlock new technology opportunities and to extract optimal value from our assets.
Financial Statements
As the Group employs less than 250 employees in the UK, the Company is not subject to the statutory obligation to discuss
its policies in relation to employee involvement or the employment of disabled persons. However, full and fair consideration
would always be given to applications for employment from disabled persons, having regard to their particular aptitudes and
abilities, or continuing the employment of people who become disabled during their career.
03 /
2.1 Employees
As part of the restructuring undertaken during the year our workforce was reduced by 2,623 people from 38,292 as at
30 September 2014 to 35,669 people as at 30 September 2015, of which 1,308 were Lonmin employees and 1,315 were
contractors. At 30 September 2015 Lonmin provided employment for 26,968 permanent employees and 8,701 contractors
in South Africa, 8 in the United Kingdom and 4 in Canada at the end of the year. Information on the Group’s policies on
employee recruitment and engagement can be found on page 53 and in the Sustainable Development Report, expected to
be published in January 2016.
2.5 Financial instruments
Full details can be found in note 20 to the financial statements on page 60.
05 /
Shareholder Information
www.lonmin.com
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Lonmin Plc
Annual Report and Accounts 2015
Governance
Directors’ Report
Share Capital and Related Matters
3.1 Share capital and reserves
The total share capital and reserves attributable to the Group amounted to $1,629 million at 30 September 2015. The structure
of the issued share capital of the Company at 30 September 2015 is set out in note 24 to the financial statements. In addition
to the Ordinary Shares of $1 each, the Company’s share capital also comprises 50,000 Sterling Deferred Shares of £1 each,
which were issued in 2002 and allotted to a nominee company to comply with the English statutory requirement that a public
limited company must have a minimum share capital of £50,000. These shares do not rank equally with the Ordinary Shares
of the Company, and have minimal rights. The holders’ consent is not required for changes to the Company’s share capital,
and they are not entitled to receive notice of, or attend, speak or vote at, any general meeting. The holders are not entitled to
participate in any distribution of income or capital save that, following the distribution of £100,000,000,000 plus the paid-up
nominal value of every other share in the capital of the Company, they are entitled to receive an amount equal to the nominal
value of their Sterling Deferred Shares.
3.2 Shareholders’ rights
Holders of Ordinary Shares are entitled to:
•
receive all shareholder documents, including notice of any general meeting;
•
attend, speak and exercise voting rights at general meetings, either in person or by proxy; and
•
participate in any distribution of income or capital;
subject to applicable law and the Company’s Articles of Association.
In general there are no restrictions on the holder’s ability to transfer their shares or exercise their voting rights, save in
situations where the Company is legally entitled to impose such restrictions (usually where amounts remain unpaid on the
shares after request, or the holder is otherwise in default of an obligation to the Company).
The Company is not aware of any agreements between its shareholders that may restrict the transfer of their shares or the
exercise of the voting rights attaching to them, save in relation to:
•
the employee benefit trust established by the Company, the Lonmin Employee Share Trust, to facilitate various employee
share plans. The trustee, which is independent of the Company, does not seek to exercise voting rights on the Ordinary
Shares held in trust, and a dividend waiver is in place in respect of shares which are the beneficial property of the trust.
For details of the Company’s employee share plans, see the Directors’ Remuneration Report on pages 96 to 124.
•
the shares held by the Bapo are subject to a 10 year lock-in period as a result of which these shares may not be sold,
transferred, assigned or encumbered.
No shareholder, or trust relating to an employee share plan, holds securities carrying special rights relating to the control of
the Company.
3.3 Powers conferred on the Directors in relation to share capital
Subject to applicable law and the Company’s Articles of Association the Directors may exercise all powers of the Company,
including the power to authorise the issue and / or market purchase of the Company’s shares (subject to an appropriate
authority being given to the Directors by shareholders in general meeting and any conditions attaching to such authority).
There was one occasion in the year under review when shareholders delegated powers to the Directors in relation to share capital,
this being at the Annual General Meeting held on 29 January 2015. At a General Meeting to be held on 19 November 2015,
Directors have sought authority to facilitate the issue of shares in connection to the planned Rights Issue (described in further
detail on page 74 of this document.
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Annual Report and Accounts 2015
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Governance
Directors’ Report
3.3 Powers conferred on the Directors in relation to share capital (continued)
The nature and extent of these authorities are summarised below:
Authority
No shares were issued during the year
pursuant to this authority
Authority remains outstanding in
full until the next AGM or, if earlier,
30 April 2016
Authority remains outstanding in
full until the next AGM or, if earlier,
30 April 2016
Governance
During the year, 3,120,687 Ordinary Shares of $1 each were issued for cash to satisfy the exercise of options or the vesting
of awards granted under the Company’s employee share plans (see note 25 to the financial statements). However, these do
not count against the allotment authority summarised in the table as each of the share plans had previously been approved by
the shareholders in general meeting.
02 /
No shares were acquired by forfeiture or surrender or made subject to a lien or charge.
Strategic Report
29 January 2015 – Power granted at
The Company made no purchases of its
own shares during the year
AGM to make market purchases of its
own shares, up to a maximum of
56,900,000 shares (being approximately
10% of the issued share capital) at prices
not less than the nominal value of each
share (being $1) and not exceeding 105%
of the average mid-market price for the
preceding five business days)
Amount of authority outstanding
at the end of the year
01 /
29 January 2015 – Power granted at
AGM to allot equity securities with a
nominal value of up to $189.6m
Utilisation during the year
Transactions, Contractual Arrangements and Post-Balance Sheet Events
A Deeper Look
05 /
4.3 Post-Balance Sheet events
There have been no material events from 30 September 2015 to the date of this report.
04 /
The Company does not have agreements with any Director or employee that would provide compensation for loss of office or
employment resulting from a change of control, except that certain provisions in some of the Company’s long-term incentive
schemes may be triggered. Awards made under the Stay & Prosper Plan crystallise immediately following a change of control,
although they only vest and become payable on their normal maturity date (three years from the date of grant) and are subject
generally to the continued employment of the participant. Directors of the Company are not permitted to hold awards under
this Plan. Awards under the Company’s other share plans will vest on a change of control, save to the extent specified by the
Remuneration Committee, who will generally take into account the extent to which the performance targets have been met
and such other factors as they believe to be appropriate in line with the rules of the relevant plans. Further information on
these plans and other long-term incentives is provided in the Directors’ Remuneration Report on pages 96 to 124.
Financial Statements
4.2 Significant Agreements – change of control
A number of agreements take effect, alter or terminate upon a change of control of the Company following a takeover bid,
such as debt facilities and employee share plans. None of these are deemed to be significant except for the Company’s bank
debt facilities in the amount of approximately $543 million spread across three separate bilateral ZAR facilities and a
syndicated USD facility, which includes seven banks. These facilities contain provisions under which, in the event that new
terms to continue the facility are not agreed within ten days of a change of control in respect of the ZAR facilities and 30 days
in respect of the USD facility, the lender is entitled to give notice cancelling the facility and declaring all outstanding loans
together with accrued interest to become payable within 15 days of such notice.
03 /
4.1 Transactions with Related Parties
There was one transaction with a related party during the year, other than those in the ordinary course of business. In
September 2015, a subsidiary company, WPL, made an advance dividend of R228 million to Incwala, the Company’s
principal BEE partner. Incwala is a substantial shareholder of two material operating subsidiaries, EPL and WPL and is,
therefore, a related party. Further information can be found in note 26 to the accounts.
Shareholder Information
www.lonmin.com
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Lonmin Plc
Annual Report and Accounts 2015
Governance
Directors’ Report
Reporting, Accountability and Audit
5.1 Directors’ Responsibilities in respect of the Annual Report and Accounts
The Directors are responsible for preparing the Annual Report and the Group and parent company Accounts in accordance
with applicable law and regulations.
Company law requires the Directors to prepare Group and parent company financial statements for each financial year. Under
that law they are required to prepare the Group financial statements in accordance with IFRSs as adopted by the EU and applicable
law and have elected to prepare the parent company financial statements in accordance with UK Accounting Standards.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and
fair view of the state of affairs of the Group and parent company and of their profit or loss for that period. In preparing each of
the Group and parent company financial statements, the Directors are required to:
•
select suitable accounting policies and then apply them consistently;
•
make judgements and estimates that are reasonable and prudent;
•
for the Group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU;
•
for the parent company financial statements, state whether applicable UK Accounting Standards have been followed,
subject to any material departures disclosed and explained in the parent company financial statements; and
•
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the
parent company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent
company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent company and
enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for
taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and
other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and Corporate Governance Statement that comply with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
The Directors’ Responsibility Statement can be found on page 130.
5.2 How the Directors discharged their responsibilities in this area
The Lonmin Group financial statements are presented in accordance with the IFRSs as adopted by the EU, using the US Dollar
as its reporting currency.
Details of the Group’s financial risk management are described in note 20 to the financial statements on page 160 and in the
discussion of Internal Controls and Risk Management in the Audit & Risk Committee Report on page 83.
5.3 Going Concern and viability
In determining the appropriate basis of preparation of the financial statements, the Directors are required to consider if it is
appropriate to adopt the going concern basis of accounting.
Full disclosure of the Directors’ deliberations to determine whether it is appropriate to adopt the going concern basis of
accounting in addition to consideration of the material uncertainties which may affect the Group’s ability to continue to adopt
this basis is provided in note 1 to the financial statements on page 135. In summary, the Directors have concluded that based
on the Group’s expectation that the conditions of the planned Rights Issue will be met, in addition to the Group’s current
trading and forecasts, the Directors believe that the Group will be able to comply with its financial covenants under the
Amended Facilities, and be able to meet its obligations as they fall due, and accordingly have formed a judgement that it is
appropriate to prepare the financial statements on a going concern basis.
Directors are also required to provide a broader assessment of viability over a longer period, which can be found on page 32
of the annual report and accounts.
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Annual Report and Accounts 2015
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Governance
Directors’ Report
5.4 Scope of the reporting in this Annual Report and Accounts
The Corporate Governance Report (including the Board and Exco biographies), which can be found on pages 60 to 75, the
Audit & Risk Committee Report on pages 76 to 84, the Nomination Committee Report on pages 85 and 86, the Safety, Health
& Environment Committee Report on pages 87 and 88, the Social, Ethics & Transformation Committee Report on pages 89
and 90 and the supplementary information contained in the section titled ‘A Deeper Look’ on pages 186 to 194 are
incorporated by reference and form part of this Directors’ Report.
For the purposes of LR 9.8.4C R, the information required to be disclosed by LR 9.8.4 R can be found in the following locations:
Section
Financial Statements, page 6, note 150
(2)
Publication of unaudited financial information
Not applicable
(4)
Details of long-term incentive schemes
Not applicable
(5)
Waiver of emoluments by a director
Directors’ Remuneration Report, page 96
(6)
Waiver of future emoluments by a director
As (5) above
(7)
Non pre-emptive issues of equity for cash
Not applicable
(8)
Item (7) in relation to major subsidiary undertakings
Not applicable
(9)
Parent participation in a placing by a listed subsidiary
Not applicable
(10)
Contracts of significance
Directors’ Report
(11)
Provision of services by a controlling shareholder
Not applicable
(12)
Shareholder waivers of dividends
Directors’ Report, page 92, section 3.2
(13)
Shareholder waivers of future dividends
Directors’ Report, page 92, section 3.2
(14)
Agreements with controlling shareholders
Not applicable
All the information cross-referenced above is hereby incorporated by reference into this Directors’ Report.
5.5 External auditors
So far as each current Director is aware, there is no information relevant to the audit of which the Company’s auditors are
unaware, and each Director has taken all the steps that he or she ought to have taken as a Director to make himself or herself
aware of any such information and to ensure that the Company’s auditors are aware of that information.
Seema Kamboj
Company Secretary
www.lonmin.com
Shareholder Information
For and on behalf of the Board.
05 /
The Strategic Report, the Directors’ Report (including all sections incorporated by reference) and the Directors’ Remuneration
Report were approved by the Board on 9 November 2015.
A Deeper Look
References in this document to other documents on the Company’s website, such as the Sustainable Development Report, are
included as an aid to their location and are not incorporated by reference into any section of the Annual Report and Accounts.
04 /
We have been mindful of the best practice guidance published by DEFRA and other bodies in relation to environmental,
community and social KPIs when drafting the Strategic Report. The Board has also considered social, environmental and
ethical risks, in line with the best practice recommendations of the Association of British Insurers. Management, led by the
CEO, has responsibility for identifying and managing such risks, which are discussed extensively in this Annual Report and
Accounts and the online Sustainable Development Report, expected to be published in January 2016.
Financial Statements
Interest capitalised
03 /
(1)
Governance
Location
02 /
Topic
Strategic Report
For the purposes of compliance with DTR 4.1.5 R(2) and DTR 4.1.8 R, the required content of the ‘Management Report’ can
be found in the Strategic Report and this Directors’ Report, including the sections of the Annual Report and Accounts
incorporated by reference.
01 /
The Board has prepared a Strategic Report (including the Chairman’s Letter and the CEO’s Letter) which provides an overview
of the development and performance of the Company’s business in the year ended 30 September 2015 (“FY2015”) and its
position at the end of that year, and which covers likely future developments in the business of the Company and Group.
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Lonmin Plc
Annual Report and Accounts 2015
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Fair remuneration in a
difficult environment
Jim Sutcliffe
Chairman, Remuneration Committee
Dea r Sha reholder,
As you will know, your Company has been operating under exceptionally difficult conditions for some time, and
2014/15 has again included a number of difficult challenges not least the prolonged weakness in PGM prices.
In fact, our operations were more stable than the previous year when we had a five month long strike, although we
were disrupted this year by a number of safety stoppages, and smelter problems.
Despite some good operational achievements – we achieved our public sales targets and cost guidance, and had a
long fatality free period (sadly now ended) – we have ended the year needing to raise more equity capital, and our
share price has collapsed. The management, with the support of the board, has embarked on a new plan that
minimizes expenses and reduces production.
You approved a new Remuneration Policy at the AGM in January, and we have operated under its terms during the
year. We did have to correct some administrative errors from the past, but salaries have been kept constant. You will
recall that no annual bonuses were paid last year, despite the achievements measured under the balanced
scorecard and the collapse in the share price has meant that performance tested awards reaching their vesting
dates have all lapsed.
Management proposed, and the Committee agreed, that annual bonuses for all directors and management level
employees for this year again be waived and that no annual salary increases for the year ending 30 September 2016
be made. I would like to emphasize that the Committee and your management have been very conscious of the loss
of value suffered by you, our shareholders. As you can see, the management’s readiness to sacrifice their own
contractual entitlements in recognition thereof has been fulsome.
The Committee interpreted the performance condition applying to the CFO’s cash award granted in 2012 as
being based on the balanced scorecard as audited, and as a result this vested, although its value was very heavily
reduced. With regard to the CEO’s Recruitment Award, we have deferred the payment of the second tranche due
to vest on 31 May 2015.
The current directors’ remuneration policy contained a commitment that any new directors will be remunerated in
rand. Ben Moolman became COO during the year and has duly been given a rand-denominated remuneration
package, the details of which are set out in this report.
The January 2015 AGM also saw the approval of various amendments to the share plan rules of the BSC, ASAP and
LTIP awards. One key item in the amendments was the performance hurdle structure, which is now based on the
sum of an RTSR measure and a RoE measure, the details of which have now been resolved. Acting under the terms
of the policy, the Committee concluded that the appropriate RoE measure was a cash return on invested capital, so
that we encouraged both cash production, and careful use of capital, both of which are clearly hugely important.
We continue to ensure that the interests of Executive and Non-Executive Directors are aligned with shareholders by
maintaining shareholding obligations which ensure that all Directors experience the results as shareholders do. Sadly
this year, this has meant that we have all lost money, and the value of our shareholdings will have to be rebuilt to
meet our obligations.
This report does not make for happy reading for any of us, and we have not been able to recognize a huge amount
of hard work put in by your Directors, but I believe we have correctly applied the agreed remuneration policy and that
there has been alignment of result for all.
I look forward to your feedback on this year’s report, and to a more positive result next year. Please feel free to get in
touch at any time, either directly or through the Company Secretary.
Jim Sutcliffe
Chairman, Remuneration Committee
Lonmin Plc
Annual Report and Accounts 2015
/ 97
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Policy Report
Strategic Report
Remuneration policy is an important facet of managing the business, and the Committee seeks and considers input from many
sources, and routinely reviews pay and employment conditions of Group employees generally. The EVP Human Resources
provides insight into levels of pay, bonus and other benefits relative to South African market norms for employees both at
workforce and managerial levels. Members of the Committee bring their experience from other Committees, notably the SET, SHE
and Audit & Risk Committees to bear on their work, as well as Board discussions on matters including strategy, performance and
labour relations (which invariably include pay and employment conditions), as well as their knowledge of the business generally.
01 /
Background to the policy
This report sets out the Company’s policy on the remuneration of its Executive and Non-executive Directors, which was
approved by shareholders at the AGM on 29 January 2015. It took effect on 1 February 2015 and may operate for up to three
years from that date. Our policy details can be accessed on the Company’s website. However, in the interests of full disclosure,
the Remuneration Committee (the “Committee”) have included these below to be read alongside the remuneration outcome for the
year ended 30 September 2015.
While the formulation of this policy is largely driven by its members’ knowledge of executive pay practices in the UK and South
Africa the Committee commissioned a report from Hay Group on the pay of Chairmen and Non-executive Directors of genuinely
comparable UK companies.
•
to incentivise them to achieve stretching strategically-aligned goals which should help create value for shareholders.
Importantly, these remuneration systems must promote safe, sustainable and socially-responsible business practices; and
•
to align their interests with those of shareholders by delivering a significant proportion of the reward in shares. This latter point
is bolstered by a shareholding obligation which is at the upper end of market practice for a London-listed company of
comparable size.
Crucially, our remuneration policy is designed to operate through the economic and business cycle. It should deliver outcomes which
are fair to both the Executive Directors and shareholders, and maintain a demonstrably fair relationship between pay and performance.
The current CEO and CFO are remunerated in sterling denominated packages. Future Executive Directors based in South Africa
that are appointed on and from the 1 February 2015 will be offered rand-denominated packages. The current COO was appointed
on 25 June 2015 and is on a rand-denominated remuneration package.
Financial Statements
to enable the Company to attract and keep people of the calibre necessary to deliver the Board’s strategic plans and provide
leadership to the management team;
03 /
•
Governance
Executive Directors
Our policy on the remuneration of Executive Directors has evolved over a number of years in response to changing circumstances.
At its heart is our intention:
02 /
We discuss any major changes to remuneration policy or major applications of discretion with shareholders in advance, wherever
this is possible within the legal and regulatory constraints we face. In preparing this policy, the Company took the known views of
its major institutional shareholders into account.
04 /
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
/ 98
Lonmin Plc
Annual Report and Accounts 2015
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Executive Directors (continued)
Components of
remuneration
How this supports the
short and long-term
strategic objectives
of the Group
How this component of
remuneration operates
Maximum that may be paid
Description of the framework used to
assess performance:
(1) Applicable performance measures
and weighting where applicable
(note 2)
(2) Details of any performance period
Whether there are
any provisions for
the recovery of
sums paid or
the withholding
of payment
(3) Amount that may be paid at (i) the
minimum level of performance that
results in a payment and (ii) at any
further levels of performance
Base Salary
Offering marketcompetitive levels of
guaranteed cash
earnings should help
us attract and retain
executives of suitably
high calibre to manage
the Board’s strategic
plans and lead the
management team.
Reflects the
individual’s skills,
experience and role
within the Group.
Salary is paid monthly in arrears
in cash. While the Company’s
obligations to the current CEO
and CFO are denominated
in sterling, they receive a
proportion of their pay in
local currency, converted at
prevailing exchange rates. The
individual therefore bears the
currency risk. Future Executive
Directors that are appointed
on and from 1 February 2015
who are based in South Africa,
will receive rand-denominated
packages.
The current COO is
remunerated in rand.
The Chairman of the
Remuneration Committee
discusses the performance
of each Executive Director in
role with the Chairman of the
Board, and seeks the view of
the CEO in relation to other
Executive Directors, ahead
of all pay reviews.
For confirmatory purposes,
independent data on prevailing
market rates of salary for each
role (a) in UK listed companies
of equivalent size, complexity
and risk profile and (b)
comparable South African
mining companies, will be
reviewed by the Committee.
Benchmarking will consider
the absolute levels of base
salary in both sterling and
rand terms.
Base salaries for the year to
30 September 2016 are:
(2) Not applicable
Ben Magara £462,150
(3) Not applicable
Simon Scott £334,650
Ben Moolman R3,696,000.
Salaries are reviewed annually,
effective 1 October.
Salary increases will also
reflect any changes in
responsibility, market
conditions, and performance
in role.
Year-on-year increase will not
exceed 10% per annum.
(1) Not applicable
No contractual
provisions for
claw-back or
malus
Lonmin Plc
Annual Report and Accounts 2015
/ 99
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Executive Directors (continued)
Components of
remuneration
How this supports the
short and long-term
strategic objectives of
the Group
How this component of
remuneration operates
Maximum that may be paid
Description of the framework used to
assess performance:
(1) Applicable performance measures
and weighting where applicable
(note 2)
Benefits
in kind
Offering marketcompetitive levels
of benefits-in-kind
should help us attract
and retain executives
of suitably high calibre
to manage the
Company’s strategic
vision and plans.
The Company offers Executive Policy limits are set at a level
Directors a range of benefits that reflects market practice
including some or all of:
for individuals of this level of
seniority and at a cost which
• car allowance
is afford to the business.
paid in cash
As the Company is
obliged to operate
cross-border income
tax and social security
deductions, we
provide appropriate
support to help the
individuals with these
complex obligations,
to avoid the
distraction or time
consumed in basic
compliance activities.
• income protection
insurance
• private medical insurance
for the Executive Director
and their family
• advice and support in
managing their tax and
exchange control
obligations
(3) Not applicable
No contractual
provisions for
claw-back or
malus
The maximum benefit that
can be offered or paid to the
Executive Directors for each
element is:
• car allowance per annum
(increasing annually in line
with base salary). For year
ended 30 September
2015, this is:
Governance
• annual medicals
(2) Not applicable
02 /
• life assurance
(1) Not applicable
Ben Magara £15,000
Simon Scott £15,790
03 /
Ben Moolman £15,790
• access to independent
actuarial, financial and legal • private medical insurance
is provided on a family
advice when necessary
basis
Where benefits are provided
• income protection
in kind, these are generally
insurance of approximately
sourced in the open market
75% of salary in certain
and the Company and
circumstances
Committee keep the costs
• life assurance of 4 x base
under review.
salary
Financial Statements
• annual full medicals
• up to £10,000 per annum
+ VAT of tax and exchange
control support
There are number of variables (1) Not applicable
affecting the amount that
(2) Not applicable
may be payable, but the
(3) Not applicable
Committee would pay
no more than it judged
reasonably necessary, in
the light of all applicable
circumstances. For the
purposes of compliance
with the Regulations,
the maximum would not
exceed £250,000 in any
year for one individual.
No contractual
provisions for
claw-back or
malus
05 /
Shareholder Information
www.lonmin.com
Assistance will include (but
is not limited to) facilitating
and / or meeting the costs
of obtaining visas and work
permits for the Executive
Directors and their immediate
family members, removal and
other relocation costs, house
purchase or rental costs,
children’s education, a limited
amount of family travel and tax
equalisation arrangements;
and may extend to facilitating
and / or meeting the costs of
re-establishing them to their
previous location at the end of
the employment or assignment.
A Deeper Look
Offering assistance to
Executive Directors
who are asked to
work away from their
home location should
enable the Company
(a) to employ the best
person for each
role and (b) where the
appointee is already
employed by the
Company, provide
career and / or
personal development
options and potentially
help retain their
services.
04 /
The Committee may choose
to make suitable independent
professional advice available
to the Executive Directors, for
example, in the event that a
benefit is being removed or
a material change to their
terms and conditions of
employment is being
contemplated of up to
£10,000 per annum + VAT.
Relocation/
expatriate
assistance
Strategic Report
(3) Amount that may be paid at (i) the
minimum level of performance that
results in a payment and (ii) at any
further levels of performance
01 /
(2) Details of any performance period
Whether there are
any provisions for
the recovery of
sums paid
or the withholding
of payment
/ 100 Lonmin Plc
Annual Report and Accounts 2015
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Executive Directors (continued)
Components of How this supports the short and long-term strategic
remuneration objectives of the Group
How this component
of remuneration
operates
Maximum that
may be paid
Description of the framework used to
assess performance:
(1) Applicable performance measures
and weighting where applicable
(note 2)
Whether there are
any provisions for the
recovery of sums paid
or the withholding
of payment
(2) Details of any performance period
(3) Amount that may be paid at (i) the
minimum level of performance that
results in a payment and (ii) at any
further levels of performance
Pension
Offering market-competitive levels of guaranteed cash
earnings should help us attract and retain executives of
suitably high calibre to manage the Board’s strategic
plans and lead the management team.
The Company
currently offers an
allowance (expressed
as a percentage of
base salary) which
the Executive Director
can choose to take
(a) as an employer
contribution to a
defined contribution
pension scheme
(subject to applicable
tax law). (b) as a
non-bonusable salary
supplement, or (c) as
a blend of the two.
Annual
Bonus – the
Balanced
Scorecard
Plan (the
‘BSC’)
The short-term incentive arrangements use a Balanced
Scorecard format to provide an Incentive for delivery
within the financial year across a range of strategically
important areas. These reward delivery of key strategic
and personal objectives within agreed risk parameters
over a one year period, and help create a strong
performance culture.
Annual bonus is linked 125% of base
to base salary only.
salary, if every
metric was
Three levels of
achieved at
attainment are
‘stretch’.
defined in advance
– threshold, target
and stretch.
Performance measures
The Committee uses the BSC as a tactical tool to create
a focus and financial incentive for the delivery of short
term imperatives in support of strategic outcomes.
All bonus metrics
are subject to audit
or other external
assurance and the
In relation to the key strategic objectives, in normal
formulaic outcome
circumstances we expect the majority of the measures of the Balanced
to be relatively unchanged year-on-year, with the core Scorecard is
measures likely to include the following:
reviewed for fairness
by the Committee.
Safety – incentives management to ensure that risk
controls, safety procedures and the culture of the
Bonus at ‘target’
organisation are constantly improved to reduce LTIFRs would be 83.5% of
and avoid fatal accidents. In addition, it reinforces the
base salary and at
Company’s commitment to Zero Harm to employees
‘stretch’ would be
and contractors which is essential for the long-term
125% of base salary,
sustainable operation of the mines. The target is set to being 1.5 x target.
improve the LTIFR, subject a modifier which adjusts the The Committee uses
value of the bonus for any fatalities.
the BSC as a tactical
Social responsibility – encourages management to
operate in a way that is thoughtful about the impact the
Company has on its hot communities and recognise
that the vast majority of its employees have homes
away from the mine.
Platinum Production – the Company’s sole source of
revenue is the metals it sells, and this measure incentives
management to produce finished metal ready for sale.
We choose to incentivise production rather than sales to
avoid distortions that could be caused by movements in
stock levels between year ends. The timing of sales can
therefore be planned to maximise profits free from any
influence caused by the bonus plan.
Operating Unit Costs – encourages management to
contain costs and drive cost efficiencies (collectively
measured as cash operating costs per PGM ounce
produced) to protect the profitability of the business
and boost its resilience in down cycles.
Net cash – encourages management to devise
operational plans focussed on cash generation, to
create options for the Board in relation (among other
uses) reinvestment in future production capacity,
distribution to shareholders or social spending in
support of the Company’s licence to operate.
tool to create a focus
and financial incentive
for the delivery of
short term imperatives
in support of strategic
outcomes.
It is crucial that
these can be varied
from year to year
in response to
circumstances. It is
impossible to foresee
all of the events that
could occur during
the three year life of
this remuneration
policy. The Committee
therefore believes it
inadvisable for this
policy to create a
specific BSC design
with a set of
measures and
weightings which
cannot be varied –
this would greatly
reduce the value and
usefulness of the tool.
The maximum
(1) Not applicable
amount payable (2) Not applicable
is 20.52% of
(3) Not applicable
base salary.
No contractual
provisions for
claw-back or malus
(1) Executive Directors’ bonus
Claw-back can be
measures are currently weighted applied at the
at target so that:
Committee’s
discretion in the event
(a) 80% of value is linked to
that (1) at any time
corporate KPIs; and
during the three years
(b) 20% of value is linked to
following the
personal objectives
determination of the
For both corporate and personal BSC amount if there
elements, ‘stretch’ performance has been a material
misrepresentation in
would be 1.5 x these levels.
relation to the
The Committee has discretion
performance of the
to alter the formulaic outcome
in the light of unforeseen events, Company and / or
and to reflect the actual delivery the Executive Director
which would have
of value to shareholders.
affected the level at
The personal metrics are agreed which the bonus
between the Chairman, the
would have been
Committee and the Director
determined or (2) at
concerned each year in advance, any time in the case
with a wide degree of discretion of an Executive
given to the Committee. They
Director’s misconduct
generally relate to projects or
prior to the payment.
initiatives linked to the design or
delivery of strategic outcomes.
Any discretion applied to the
BSC, its corporate or personal
measures, weightings and
targets, will be discussed with
shareholders whenever
appropriate, and in any event
fully reported to shareholders.
The Committee has discretion to
make changes in future years to
reflect the evolving nature of the
strategic imperatives that may be
facing the Company.
(2) Performance is measured over
one financial year.
Lonmin Plc
Annual Report and Accounts 2015
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Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Executive Directors (continued)
Components of How this supports the short and
remuneration
long-term strategic objectives of the Group
How this component
of remuneration
operates
Maximum that
may be paid
Description of the framework used to
assess performance:
(1) Applicable performance measures
and weighting where applicable
(note 2)
PGM recoveries – efficiency and effectiveness in
recovering PGMs from rock mined and hoisted to
surface is crucial in creating value. This metric
encourages management to explore technical and
other opportunities that could improve recovery rates
and reduce the value of materials left in process
residues and tailings.
at ‘threshold’: 43% (assuming
that half of the 20% personal
element was achieved)
•
at ‘target’: 83.5% (assuming that
the 20% personal element was
achieved in full)
•
at ‘stretch’: 125% (assuming
the personal element was
outperformed and assessed
at 30%)
Financial Statements
04 /
A Deeper Look
There is an
underpinning
discretion available
to the Committee to
defer payment and / or
provide shares rather
than cash where the
underlying operational
and / or financial
performance is felt
to be insufficient to
warrant immediate
payment of a cash
bonus.
•
03 /
Bonuses are settled
in cash but can be
settled in shares or
a mixture of cash
and shares at the
discretion of the
Committee.
If all the corporate metrics were
achieved at the same level,
the resulting payment (as a
percentage of salary) would be:
Governance
Targets
Once the measures and weightings have been set the
Committee devises three levels of attainment for each
measure, at threshold, target and stretch. In general
terms, the threshold level of performance is set at the
minimum level of performance for which it would be
reasonable to offer additional remuneration, and has
a lower level of payment; target is generally set at or
about budget or market consensus; and stretch
(which results in a higher level of payment) is set at
a challenging, yet potentially achievable, level which
should result in the creation of direct or indirect value
for shareholders. Wherever possible, quantifiable hard
targets are set to enable accurate measurement and
assurance before payment.
The corporate
measures support our
strategy. The targets
are commercially
sensitive and so are
not disclosed in
advance, but there
will be full disclosure
in arrears.
(3) The nature of the BSC is that any
amount between zero and the
maximum can be earned.
02 /
Weightings
The Committee also uses the weight attached to each
performance measure within the BSC in further support
of the short-term delivery of corporate strategy, and can
also use one or more of these measures as a hurdle or
multiplier for part or all of the BSC, subject to maximum
amount contained in the plan rules. There will be times
when it is appropriate, and in shareholders’ best interests,
to attach more significant weight to (for example) one or
more of production, financial or transformation outcomes,
reflecting immediate priorities. Again, the Committee
believes it in advisable to commit to a particular design in
advance, as this would greatly reduce the value and
usefulness of the tool.
Recognising the
importance of
these issues to
shareholders, we
intend to publish a
summary of the
measures and
weightings to be
used in the current
year’s BSC on the
Company’s website
as early as possible
in each year.
Strategic Report
Annual
Bonus – the
Balanced
Scorecard
Plan (the
‘BSC’)
(continued)
01 /
(2) Details of any performance period
(3) Amount that may be paid at (i) the
minimum level of performance that
results in a payment and (ii) at any
further levels of performance
Whether there are
any provisions for the
recovery of sums paid
or the withholding of
payment
05 /
Shareholder Information
www.lonmin.com
/ 102 Lonmin Plc
Annual Report and Accounts 2015
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Executive Directors (continued)
Components of How this supports the short and
remuneration
long-term strategic objectives of the Group
How this component
of remuneration
operates
Maximum that
may be paid
Description of the framework used to
assess performance:
(1) Applicable performance measures
and weighting where applicable
(note 2)
Whether there are
any provisions for the
recovery of sums paid
or the withholding of
payment
(2) Details of any performance period
(3) Amount that may be paid at (i) the
minimum level of performance that
results in a payment and (ii) at any
further levels of performance
Annual Share Ensures the interests of the Executive Directors and
shareholders are aligned by providing a material
Award Plan
financial exposure to the Company’s shares. We expect
this to incentivise the delivery of long-term strategic
objectives as it clearly aligns the value of reward with
performance.
The face value of the
award is of equal
value to the bonus
paid for the preceding
financial year. The
average prevailing
As the award is forfeitable if the executive resigns or is share price up to the
dismissed within three years of granting, this may help award date value is
used to calculate the
the Company retain Executive Directors.
number of shares in
The ASAP supports the BSC Bonus Plan in driving the the award.
short-term delivery of strategic objectives, but value is
delivered in the form of Lonmin shares, after a deferral Awards are structured
as nil-cost options,
period of at least three years. Please refer to the row
and vest on the third
above for a fuller description of how the BSC Bonus
anniversary of grant,
Plan works in practice. The delivery of value in the
subject to continued
form of shares helps create a longer-term focus on
service. Once vested,
value creation.
the award may be
exercised at any time
between the third and
tenth anniversaries of
grant at executive’s
discretion. The award
is settled by either the
issue of new shares or
the transfer of marketpurchased shares to
the Executive Director.
The maximum
(1) The bonus earned and paid in
face value of the
respect of the preceding financial
award is capped
year is used to determine the
at 125% of salary.
size of the award.
Malus can be applied
at the Committee’s
discretion at any time
during the three year
vesting period in the
event that we discover
(1) a misstatement of
the financial results
and / or health of the
Company during the
year for which the
underlying bonus was
assessed (the ‘Relevant
Year’), (2) an erroneous
calculation in relation to
the Company’s results
or other performance
benchmark (3) errors
in the Company’s
financial statements; or
(4) discrepancies in the
financial accounts for
the Relevant Year,
whether or not arising
from fraud or reckless
behaviour or the part
of any Director or
employee of a Group
company.
The final value
Once granted, the only on-going
of the award
condition is generally continued
will depend on
employment.
share price
(2) The award is made on a
performance
discretionary basis to Executive
to the date on
Directors who worked for part of
which the award
at all of the preceding financial
is exercised.
year and are still in employment
In addition, in
at the date of granting.
line with UK best
The award vests on the third
practice dividend
anniversary of the date of grant,
equivalents
and can be exercised at any
can, at the
point up to the tenth anniversary
Committee’s
provided the individual is still in
discretion, be
employment.
paid on the
(3) The face value of the award will
vesting of
be of equal value to the gross
awards. These
bonus paid in respect of the
equal the value
preceding financial year, capped
of dividends that
at 125% of salary.
would have been
declared or paid
The final value of the award
on the number of
will depend on share price
shares vesting
performance to the date on
Dividend equivalents during the tenor
which the award is exercised.
The Committee may
may be paid on any of that award.
apply claw-back in the
shares vesting.
event that it discovers,
Vesting may be
at any time prior to the
postponed if the
vesting of the award,
Committee so
an act or omission
determines and may
which justifies,
be made subject to
summary dismissal or
additional conditions
termination of
as determined by the
employment on the
Committee.
grounds of misconduct
on the part of the
Executive Director.
Lonmin Plc
Annual Report and Accounts 2015
/ 103
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Executive Directors (continued)
Components of
remuneration
How this supports the
short and long-term
strategic objectives
of the Group
How this component of
remuneration operates
Maximum that may be paid
Description of the framework used to
assess performance:
(1) Applicable performance measures
and weighting where applicable
(note 2)
This plan aims to create An award over a fixed number
Long-Term
Incentive Plan alignment of executive of shares is granted on and
and shareholder
vests on the third anniversary
interests by:
of grant, subject to (i) continued
• facilitating a material service and (ii) achievement
of one or both of the
exposure to the
performance conditions.
value of the
04 /
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
Financial Statements
The Committee requires the Executive Directors to build and retain a personally significant investment in the Company’s shares.
We see this as an important and integral part of our remuneration policy as this means that they experience the same changes in
value as shareholders and have a direct personal incentive to create and preserve value. Executive Directors are required to build
up a shareholding within five years of taking office with a value of at least 3x base salary (CEO) and 2x base salary (CFO and any
other Executive Directors). Our expectation is that Executive Directors will acquire shares steadily through the five year period,
rather than simply by the end date. Should this be achieved but the market value of that investment then fall below the required
level, the individual has a period of three years in which to restore compliance. No forfeiture, claw-back or malus provisions are
applicable as these are personal shareholdings created from after-tax income, save where such provisions apply under the
Company’s employee share schemes and other share-settled arrangements.
03 /
The final value of the award will
depend on share price
performance to the date on
which the ward is released.
Governance
We believe that the
potential value available
to the Executive
Directors through the
LTIP leads to fairness
– reasonable
performance should
lead to reasonable
reward while the
highest levels of pay
should result from
significant levels of
performance. In turn
this should help us
attract, retain and
motivate Executive
Directors of the
right calibre.
The rules provide
that claw-back
may be applied
within two years
of vesting where
the level of grant
or vesting of an
award has been
affected by any
of the events
described in
(1) to (4) above
in relation to the
ASAP claw-back
may also be
applied where we
discover at any
time following
vesting a prior
act of misconduct
on the part of
the Executive
Director.
02 /
The rules of the new LTIP
(1) The performance condition will
provide that the maximum
be in two parts, each assessed
face value of an award will
independently. The vesting of
not normally exceed 125% of
half of an award will be subject
salary except in exceptional
to RTSR, as described more
circumstances, which for
fully on page 117. The vesting
Executive Directors would be
of the other half of the award
will be subject to the CROIC
Company’s shares The award is settled by either limited to the use of the plan
return metric.
by the Executive
the issue of new shares or the to facilitate the buy-out of
Directors
transfer of market-purchased incentives on recruitment.
(2) RTSR assessed over a period of
36 months broadly conterminous
• making the vesting shares to the Executive Director In line with UK best practice
dividend equivalents can, at
with the vesting period, but ending
of the award subject in three equal tranches on
the Committee’s discretion, be
on a calendar month end. This
to the achievement each of the third, fourth and
fifth anniversaries of the date paid on the vesting of awards.
allows time to communicate the
of separate
of granting.
These equal the value of
vesting outcome to participants in
performance
advance of the vesting date, so
conditions assessing Dividend equivalents may be dividends that would have
been declared or paid during
that tax withholding obligations
(i) a return on capital paid on any shares vesting.
the tenor of the award on the
can be calculated.
or investment
number of shares vesting.
measure to be
Return: assessed by reference
determined by the
to the three sets of audited
Committee and (ii)
financial statements issued by
the change in value
the Company during the three
of shareholders’
year term of the award.
investment relative
(3) Vesting can be at any level from
to our peers
0% to full vesting.
Strategic Report
(3) Amount that may be paid at (i) the
minimum level of performance that
results in a payment and (ii) at any
further levels of performance
01 /
(2) Details of any performance period
Whether there are
any provisions for
the recovery of
sums paid or
the withholding
of payment
/ 104 Lonmin Plc
Annual Report and Accounts 2015
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Executive Directors (continued)
Footnotes to the policy table
(1) Performance measures – as noted in the policy table, performance measures apply to the Balanced Scorecard Bonus Plan (BSC), the Annual Share
Award Plan (ASAP) and the Long-Term Incentive Plan (LTIP). These were chosen and targets are set as follows:
•
BSC – the specific metrics and their weightings are set by the Committee in the light of the Board’s assessment of the strategic imperatives facing
the Company and the budgets and other operational plans adopted by the Board to best address both short and longer-term imperatives.
Management proposes suitable metrics (which are quantitative wherever possible) and levels of performance to form the threshold, target and stretch
levels of attainment. The Committee then assesses whether achievement of these is appropriately aligned with shareholders’ interests, and whether
the reward that would accrue to the Executive Directors would be justifiable. They also examine whether the metric is consistent with the
requirements of prudent risk management (and does not itself create perverse incentives) and good governance.
•
ASAP – shareholders will recall that this plan replaced the previous practice of mandatory deferral of after-tax bonus, following changes in South
African tax law. When the amounts available under this plan are combined with the value of the BSC bonus, the total value as a multiple of base
salary has not changed for several years. The maximum award requires significant performance achievement, which has resulted in actual awards
under the BSC and ASAP having been considerably below the maximum in recent years. As the prior year bonus determines the award size, the
Committee believes that no subsequent performance condition is required, other than continued employment, noting that the ultimate value of the
award will move with the share price. The vesting period of three years is felt appropriate given practices in competitor companies and the
requirement for the Executive Directors to build and retain material long-term holdings of Lonmin shares.
•
LTIP – our current performance condition was devised in 2015 in accordance with the LTIP plan which was approved by shareholders at the 2015
AGM. It combines the CROIC factor, averaged over three years to create a longer-term assessment of operational performance. We add the average
CROIC outcome to the Total Shareholder Return generated by Lonmin relative to the median of a peer group of other listed PGM producers (who
face the same socio-economic and operational challenges), assessed over three years, being a direct measure of value creation for shareholders.
We believe that this creates an incentive to manage the business for value over the longer term. The levels of relative performance were established
after actuarial modelling of long-term historic data, such that material levels of vesting would only occur for strong levels of performance. Combining
the two components of the condition helps avoid a situation where reward flows from operational performance but no value has accrued to shareholders.
This performance metric has been devised to demonstrate the effectiveness of management at generating cash for shareholders while eliminating
the influence of accounting decision in relation to, for example, depreciation policies and impairment of assets.
Details of outstanding awards under the previous rules of the ASAP and previous LTIP are set out on page 121. Other than as described in the policy
table, there are no components of the Executive Directors’ remuneration that are not subject to performance measures.
(2) Continuation of awards under previous policy – prior to the current Directors’ remuneration policy coming into effect on 1 February 2015, the previous policy
included the share-settled awards made to Ben Magara (referred to in that policy as the Recruitment Award) and Simon Scott (referred to as the Special
Award). Both awards will continue in operation until the date on which the last tranche of shares has vested or lapsed, as the case may be. In addition,
awards made under the ASAP prior to the revised remuneration policy coming into effect will similarly continue to operate on the terms on which they
were granted until the date on which the last tranche of shares has vested or lapsed, as the case may be. Awards made under the LTIP will be treated
on the same basis, save that awards made in calendar 2015 will have the new performance condition substituted for that required by the old policy.
(3) Changes from the previous policy – all of the items in the current Directors’ remuneration policy formed part of the previous policy. There are three sets
of changes from the previous policy, being:
1.
In respect of the BSC, we have introduced an underlying discretion available to the Committee so that in the event that the underlying outcomes
experienced by shareholders are felt to be insufficient to warrant immediate payment of a cash bonus then the payment may be deferred and / or
a proportion of it may be paid in shares. We believe that this is clearly in shareholders’ interests as it should help avoid the situation of bonuses
(almost entirely based on operational metrics under their control or influence) being paid to the Executive Directors when the overall outcomes to
shareholders have not been judged acceptable. Claw-back provisions have also been introduced, as set out in the policy table above.
2.
We have made three main changes to the Long Term Incentive Plan. Firstly, we have (save in connection with recruitment) reduced the maximum
face value of an award to 125% of salary, from the previous 150% of salary. Secondly, we have adopted new performance metrics as described
in the policy table so that the vesting of half of the award will be linked to a Relative TSR measurement, with the vesting of the other half linked to
the CROIC return measure. There will be no further grants made under the previous LTIP performance metrics beyond January 2016. Finally, while
performance will continue to be measured over three year periods, any shares which vest will be released in 3 equal tranches on the third, fourth and
fifth anniversaries of the date of granting of that award (unless the award was granted in connection with recruitment, when it may mirror the provisions
of any award being forfeited). We believe that these changes better align the interests of the Executive Directors and shareholders, and also provide
the individuals with a clearer incentive than the previous arrangements. A full description of the new LTIP terms is set out in the Notice of Meeting in
relation to the 2015 AGM.
3.
In relation to our shareholding requirement, we have retained the current obligation and the five year period in which that is to be achieved. However,
we are clarifying our expectation that Executive Directors will acquire shares steadily through the five year period, rather than simply by the end date.
Where the shareholding requirement is not being achieved in line with an agreed schedule, the Committee will have a discretion to settle in shares
some or all of the annual bonus that would otherwise be payable in cash, until such time as the requirement has been met. We believe that by
compelling the Executive Directors to build their personal investment in Lonmin’s shares more quickly, these changes will better align their interests
with those of shareholders.
(4) Remuneration of employees generally – the policy in relation to the remuneration of the Executive Directors applies in virtually unchanged form to the
members of the Exco and their more senior first reports (we call this group the RemCo Purview Group), though the levels of awards tend to be lower than
those offered to the Executive Directors and BSC targets may include elements relating to parts of the business for which the individual executive is
responsible. Below the RemCo Purview Group remuneration is a combination of fixed pay (salary, benefits and pension) and short-term incentive pay
(BSC and other one year bonus arrangements). Share-settled long-term incentives are no longer offered to these employees as we judge that their roles
do not have the longer-term dimensions that would this make this appropriate, but we do encourage employees to consider investing in the Company’s
shares. For employees of the Group generally, pay comprises base salary, various allowances provided in cash or kind and short-term bonuses linked to
safety, production and cost which are generally paid quarterly. We have implemented an Employee Share Ownership Plan for employees as part of our
commitment to meet the transformational requirements of the South African government’s Mining Charter.
(5) The number of company shares which have been issued or may be issued pursuant to options or awards granted within the previous 10 years under all
employees’ share schemes adopted by the company shall not exceed 10 percent of the company’s ordinary share capital in issue immediately prior to the
proposed date of grant.
Lonmin Plc
Annual Report and Accounts 2015
/ 105
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Other policy provisions in relation to Directors’ pay
(a) Approach to remuneration of Directors on recruitment
When determining the remuneration of a newly-appointed Executive Director, the Remuneration Committee applies the
following principles:
•
in determining what is an appropriate level of remuneration, the Committee will take a number of relevant factors into
account, including (but not limited to) the impact on other existing remuneration arrangements and internal pay relativities;
the candidate’s current location and role, and their skills, knowledge and experience; the nature of the role they are being
recruited for and the outcomes the individual is expected to deliver; and external market influences generally, including
any competing offers the individual may be considering;
•
design the package so that high levels of reward must be earned through outperformance, and deliver value to shareholders
that justifies the amount of pay earned: fundamentally, the relationship between pay and performance must create fairness
between the new Director and shareholders; and
•
ensure that there is fairness between the terms and conditions of employment of the new and existing Directors.
Governance
design the package so that the short- and long-term performance-related remuneration incentivises the individual to
deliver value-creating outcomes, but such that the quantum of pay possible does not create a perverse incentive for the
individual to pursue excessively risky strategies;
02 /
•
Strategic Report
offer a level and mix of fixed and performance-related remuneration which is sufficiently competitive to attract, retain and
motivate candidates of suitable calibre and experience, but designed with shareholder value at its heart to help reduce
the risk of over-paying. We expect that future Executive Directors will be employed in South Africa, and will be offered
rand-denominated packages. In setting these, the committee will consider pay in London-listed companies and / or
South African or international, mining companies (with whom we compete for senior talent) of equivalent size, complexity
and risk;
01 /
•
Where promotion to an Executive Director role is from within the Company, any performance-related pay element arising from
their previous role will generally continue on its original terms.
All of the components of pay set out in the policy table would be considered for inclusion in the remuneration package, at levels
up to the maximum values set out in that table.
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
04 /
(b) Flexibility, discretion and judgement
We believe that the total remuneration of the Executive Directors should reflect their performance in delivering the Company’s
strategy. No remuneration policy and structure, however carefully designed and implemented, can ever pre-empt every
possible scenario. As a result, the application by the Committee of flexibility, discretion and judgement is crucial in achieving
fair outcomes. Flexibility is necessary in designing each year’s remuneration within the approved three-year policy, for example
in devising appropriate metrics for the annual bonus plan to support short-term business imperatives. Discretion is needed,
amongst other things, in determining whether mechanistic or formulaic outcomes are fair, in context, and can be applied in an
upward or downward manner. For example, the assessment of the Balanced Scorecard may generate pay outcomes that
need to be adjusted to reflect broader socio-economic realities or the Company’s financial position and prospects. Judgement
is vital in setting individual targets and goals, for example in the Balanced Scorecard, which will be seen as reasonable by
shareholders (at threshold) and realistically achievable by executives (at stretch) or in the detailed design or interpretation of
performance conditions.
Financial Statements
In accordance with the table on page 118, we propose that new Non-executive Directors are paid a base fee for their
appointment as a Director and serving on up to two Board Committees, with additional fees being payable in specific
circumstances as explained in the table. In certain cases, equivalent amounts are invoiced by the Directors’ employing
companies. No sign-on payments are offered to Non-executive Directors.
03 /
Where the appointee has variable remuneration arrangements with a previous employer that will be lost on leaving employment,
the Company will consider offering a sign-on award in compensation for the value foregone, either as an award under an
existing share plan or a bespoke award under the Listing Rules exemption available for this purpose. The face and / or expected
values of the award(s) offered will not materially exceed the value ascribed to the award(s) foregone, and would normally follow
the same vesting timing and form (cash or shares), save that the Committee may award the whole of the value in Lonmin
shares at its discretion. The application of performance conditions would be considered and, where appropriate, the awards
could be made subject to claw-back and / or malus in appropriate circumstances. The Committee would, where practicable,
consult with key institutional shareholders ahead of committing to make any such sign-on awards and a full explanation of any
amounts awarded, an explanation of why this is necessary and a breakdown of the awards to be made would be announced
to the markets at the time of granting.
/ 106 Lonmin Plc
Annual Report and Accounts 2015
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Other policy provisions in relation to Directors’ pay (continued)
(b) Flexibility, discretion and judgement (continued)
English company law requires us to state the extent of discretion available to the Committee on any aspect of the Directors’
remuneration policy. In addition to the above, while noting that there are three distinct concepts, the Committee has discretion
as follows:
•
Annual Bonus – The Committee has discretion (1) to invite participants into the bonus programme, and determine the
percentage of their salary which can be earned as a bonus at ‘target’ and ‘stretch’ (subject to the plan rules), (2) to design
performance measures and set targets for each financial year to incentivise business outcomes which are aligned with
the strategic imperatives facing, or likely to be facing, the Company and to allocate weightings between these as it judges
appropriate, (3) during each financial year, to amend the design of the Balanced Scorecard where material external
factors render the original design inappropriate or inadvisable, (4) in assessing the formulaic outcomes of the Balanced
Scorecard for the year, to apply its discretion (upwards or downwards) to ensure that the resulting bonus payment is fair
(a) between shareholders and the Executive Directors and (b) between the Executive Directors, (5) in relation to leavers as
provided for in the table set out on page 100, (6) on a change of control of the Company, to determine the amount, or a
minimum amount, of bonus for that year taking into account such factors it considers appropriate, including performance
and time-apportionment, the timing of payment and any additional terms which may apply to such payment, and (7)
whether to settle bonus awards in cash or in shares and / or defer payment. The Committee has a further discretion to
determine whether to apply claw-back to all or part of any award in the circumstances set out in the table on page 100.
•
ASAP – The Committee has similar discretions as under the Annual Bonus in relation to participation, award level,
performance measures, targets and weightings, and amendments to the plan. In addition, the Committee has discretion
(1) to determine the form of awards (whether a conditional allocation, restricted shares or nil-cost option) and, in relation
to options, the exercise period and whether any amount need be paid in order to exercise, (2) in relation to leavers as
provided for in the table set out on page 102, (3) to determine whether awards vest on a restructuring of the Company,
(4) to pay dividend equivalents on vested shares either in cash or in additional shares, and (5) to apply malus adjustments
(or, where relevant, claw-back) to all or part of any award in the circumstances set out in the table on page 102.
•
LTIP – The Committee has discretion (1) to determine who is to participate in the plan and the levels of award to be
made, (2) to set the performance measures and targets, and the weightings between them, to determine the vesting of
awards, (3) in relation to leavers as provided for in the table set out on page 103, (4) on a change of control of the
Company, to determine the level of vesting of awards based on performance and, unless the Committee considers it not
to be appropriate, time apportionment, (5) to pay dividend equivalents on vested shares in cash or shares, (6) in relation
to awards made after the 2014 AGM, to apply malus and / or claw-back to all or part of any award in the circumstances
set out in the table on page 103, and (7) to determine the form of awards (whether a conditional allocation, restricted
shares or options) and, in relation to options, the exercise period and any amount needed to be paid in order to exercise.
•
Shareholding obligation – The Committee may opt to vary the length of the periods within which shareholdings are
acquired, in appropriate circumstances and determine whether bonuses should be paid in shares to assist in meeting
shareholding obligations.
(c) Service contracts
All of the Executive Directors are employed on service contracts governed by English law. These contracts place the following
obligations on the Company which could give rise to, or impact on, remuneration payments or payments for loss of office:
•
to provide pay (inclusive of Directors’ fees), contributions to a defined contribution pension arrangement (or a cash
supplement in lieu) and benefits (whether in cash or kind) as specified in the contract, and to reimburse expenses
incurred by the Director in performing their duties;
•
to give the Director eligibility to participate in discretionary short- and long-term incentive plans;
•
to provide 25 working days’ (plus bank / public holidays) paid holiday per annum, or pay in lieu of any accrued but
untaken holiday on termination of employment;
•
to provide sick pay as specified in the contract;
•
subject to the termination, garden / special leave and suspension provisions of the contract, to provide continued
employment in the role to which the individual has been appointed; and
•
to terminate the contact only on the expiry of 12 months’ written notice (save in the event of a repudiatory breach of
contract or in certain other very limited circumstances), or to make a payment in lieu of notice equal to the value of the
base salary, pension contributions and benefits in kind that would have been payable for the period of contractual notice
(subject to exercising the Company’s discretion to make phased payments). The treatment of short- and long-term
incentives on termination is dealt with in the next section of this policy report.
Lonmin Plc
Annual Report and Accounts 2015
/ 107
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Other policy provisions in relation to Directors’ pay (continued)
(d) Policy on payment for loss of office
Notice periods for Executive Directors
The Company’s policy in this area seeks to protect shareholders’ interests. The service contracts of the current Executive
Directors are terminable on the expiry of:
The principles on which termination payments will be approached are as follows:
Calculation of each component of payment – severance payments
Unless the Company is entitled to terminate employment summarily, the Executive Directors’ service contracts oblige the
Company (i) to pay salary and pension allowance and maintain all contractual benefits for any unworked period of notice or
(ii) at the option of the Company, to make a payment in lieu of such notice comprising the base salary that would otherwise
have been paid.
The service contracts do not oblige us to pay short-term incentives for that part of the bonus year worked by the Director, but
it is our custom and practice to do so, based on an assessment of personal and corporate performance to the date of exit,
and subject to time apportionment. As policy, the Committee will not pay bonus for any unworked period of notice, even
though this is permitted in the plan rules.
Governance
twelve months’ notice from the Company – this makes the individual a less attractive candidate for a prospective
employer, given the time that will elapse before they could be sure of taking up their new employment, and also provides
the Company with the ability to place a Director joining a competing employer on a lengthy period of garden / special
leave so that the information they possess becomes out of date.
02 /
•
Strategic Report
six months’ notice from the Director – this means that, where no in-house successor has been identified, the Company
would have time to replace the Executive Director through an orderly external recruitment process, and ideally have a
period of handover; or
01 /
•
In circumstances where the role is declared redundant or retrenched, the individual may have a legal right to statutory or other
contractual redundancy pay.
Financial Statements
04 /
In cases of poor performance, contractual termination payments may generate undue and potentially excessive reward.
Where appropriate, the Committee will consider terminating employment other than on the terms of the contract (in other
words, unilaterally terminating employment). While the departing executive would be entitled to sue for damages for breach
of contract, such damages would take into account any poor performance, the executive’s legal duty to mitigate their loss
by finding alternative employment and the early payment of any amounts offered in settlement. As such, this could be to
the Company’s benefit. However, by breaching the contract the Company would lose the benefit of the typical restrictive
covenants preventing poaching / solicitation of staff, customers and suppliers, and protecting the Company’s know-how and
confidential information. When felt necessary to protect the Company’s interests the Committee may approve new contractual
arrangements with departing executives, including (but not limited to) settlement, confidentiality and / or restrictive covenant
agreements. These will be used sparingly and only entered into where the Committee believes that it is necessary, and in the
best interests of the Company and its shareholders to do so.
03 /
The service contracts permit the Company, at its discretion, to decide that payments in lieu of notice may be phased in
instalments over a period of no longer than 12 months and, further, that any payment can be reduced in accordance with the
duty on the part of the executive to mitigate his or her loss.
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
/ 108 Lonmin Plc
Annual Report and Accounts 2015
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Other policy provisions in relation to Directors’ pay (continued)
(d) Policy on payment for loss of office (continued)
Calculation of each component of payment – severance payments
The Company’s short- and long-term incentive plans are all governed by formal rules which have been approved by
shareholders. Directors have no contractual rights to the value inherent in any awards held. The table below explains how the
plan rules address termination in different leaver scenarios:
Plan
The Balanced
Scorecard
Bonus Plan (“BSC”)
“Good” leaver (being broadly redundancy or
retrenchment, retirement, injury, ill health or disability,
death, the sale of the Company or that part of the
business in which the Director was employed)
The Committee’s policy is that, as provided for
in the rules of the BSC, the Committee may
permit a bonus payment in an amount no
greater than that calculated after the usual
year end audit and assurance processes and
time apportioned for the proportion of the
financial year worked, although the Committee
has the discretion to determine the bonus
amount as of the date of leaving, taking into
account such additional factors to the above
as it considers appropriate.
“Other” leaver scenarios (other than
summary dismissal)
No right to a bonus under
the BSC but the Committee
has discretion to treat other
leavers in the same manner
as “good leavers”.
Summary dismissal
No discretion will be
exercised in the
participants favour and so
no bonus will be payable.
Annual Share Award An award is not forfeited. Our current policy
Plan
is to allow the award to be exercised within
six months of the vesting date (being the
third anniversary of the date of grant).
The Committee may
Awards will lapse.
determine that an award will
not be forfeited in which case
our current policy is to allow
the award to be exercised
within six months of the new
vesting date (being the third
anniversary of the date of grant.
Long Term Incentive
Plan
Awards lapse unless the
Committee exercises its
discretion to treat other
leavers in the same manner
as “good leavers”1,2.
Awards ordinarily vest in accordance with
their normal vesting schedule1.
Awards will lapse.
Footnotes:
1. Except in cases of death-in-service, the Committee’s policy is not to vest any long-term incentive awards for leavers earlier than their normal vesting
date (unless exceptional circumstances exist).
2.
Where leavers are permitted to retain awards which are subject to performance conditions, those conditions would normally be assessed at the end
of the relevant period(s), and any resulting reward then subject to time-apportionment.
Lonmin Plc
Annual Report and Accounts 2015
/ 109
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Governance
The Company’s general approach is to offer fees at levels applicable in the UK market for companies of similar size, complexity
and risk, and which reflect the travel commitment we require of the appointee. No Non-executive Director receives any benefits in
kind, relocation support, pension or performance-related payments.
02 /
Non-executive Directors
The Company seeks to appoint Non-executive Directors with extensive experience at strategic level, most often gained through
operating at board level in relevant businesses, and ideally in a South African operating context. They are required to attend Board
and Committee meetings and other formal sessions both in South Africa and the UK, and to be available to the Chairman of the
Board and other Directors as needed. In addition, they are expected to familiarise themselves with the Company’s business and
the context in which it operates, and to maintain their technical skills and knowledge.
Strategic Report
If employment is terminated by the Company the departing Executive Director may have a legal entitlement (under statute or
otherwise) to additional amounts, which would need to be met. In addition, the Committee retains discretion to settle any
other amounts reasonably due to the executive, for example to meet the legal fees incurred by the executive in connection
with the termination of employment, where the Company wishes to enter into a settlement agreement and the individual must
seek independent legal advice. If the Executive Director has relocated to perform their duties, the Committee has discretion to
meet the reasonable costs associated with returning that individual (and where relevant their family) back to their country of
origin and winding up their affairs in the country in which they worked for Lonmin, including meeting the incidental costs
incurred in so doing.
01 /
Other policy provisions in relation to Directors’ pay (continued)
(d) Policy on payment for loss of office (continued)
In our experience, Directors can leave employment for a wide range of reasons which do not fall within the prescribed
category of ‘good leaver’, encompassing a vast range of individual situations. The Committee must retain discretion to
approve payments to individuals falling into this ‘middle ground’ to create sufficient differentiation, taking the Director’s
performance in office and their circumstances of their exit into account. In doing so, the Committee will recognise and
balance the interests of shareholders and the departing Executive Director, as well as the interests of the remaining and
departing Directors.
The basis of payment of fees of Non-executive Directors is set out on page 118.
Any future increase to any of the above fees will not exceed 10% annum. No Non-executive Director receives any performancerelated pay. No amounts due to a Non-executive Director are subject to any recovery or withholding arrangements.
04 /
Non-executive Directors in receipt of fees from the Company are required to build a shareholding with a market value of 1x their
annual base fee within five years of taking office. Should this be achieved but the value then fall below this level, the individual has a
period of three years in which to return to compliance.
Financial Statements
The Company believes that the proposed levels of remuneration should be sufficient to secure the services of individuals with the
skills, knowledge and experience necessary to support and oversee the Executive Directors, and who are likely to be credible to
shareholders in their execution of the Board’s approved strategies and operational plans.
03 /
These fees have historically been reviewed biennially, the last such review being in July 2013 and there was no increase to the
base fee at that or any of the three preceding reviews. The review which occurred last year was undertaken to coincide with the
review of Executive Director pay, so that we could propose a policy to shareholders which addressed the pay of every member
of the Board.
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
/ 110 Lonmin Plc
Annual Report and Accounts 2015
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Remuneration in the Year to 30 September 2015
This section of the Directors’ Remuneration Report sets out the Company’s remuneration of its Executive and Non-executive
Directors during the financial year ended 30 September 2015 (“FY2015”), and will, together with the annual statement by the
Committee Chairman, be proposed for an advisory vote by shareholders at the AGM on 28 January 2016. It has been prepared
on the basis prescribed in The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment)
Regulations 2013 (the “Regulations”) and also includes the items required to be disclosed under Listing Rule 9.8.8 R. Where required,
data has been audited by KPMG LLP and is flagged accordingly.
Context
Consideration of Directors’ remuneration
The Remuneration Committee (the “Committee”) is a Committee of the Board with delegated powers set out in its terms of
reference, available on the Company’s website. These are reviewed periodically and updated where necessary. The Committee’s
main responsibilities are to:
•
determine and agree with the Board the Company’s executive remuneration strategy and policy;
•
determine individual remuneration packages and terms of employment within that policy for the Executive Directors, members
of the Executive Committee and twelve other senior executives (collectively known as the Purview Group);
•
oversee the operation of the Company’s incentive schemes, including designing and setting performance measures and
targets for annual bonus and long-term incentive schemes;
•
consider major changes in employee remuneration in the Group;
•
select and appoint consultants to advise the Committee;
•
report to shareholders through annual reports; and
•
make recommendations to the Board on the fees offered to the Non-executive Directors, after taking independent
professional advice;
all of which it carries out on behalf of the Board.
Only independent Non-executive Directors are eligible to be members of the Committee. Jim Sutcliffe (Chairman), Jonathan Leslie
and Brian Beamish held office throughout the year. Karen de Segundo held office until she retired as a Non-executive Director on
29 January 2015. Varda Shine was appointed as a member of the Committee on 16 February 2015 when her appointment as a
Non-executive Director was confirmed. Mr Sutcliffe, Mr Leslie, Mr Beamish and Ms Shine continue in office at the date of this
report. The collective business experience of its members enables the Committee to offer a balanced, informed and independent
view on remuneration.
The Committee met four times during FY2015. As well as routine monitoring and approval activities, the material issues discussed
are summarised below:
Area
Discussion
Severance pay
•
Severance pay for contracts of employees entered into on or after 6 November 2014
was revised to statutory minimum levels.
RemCo Purview Group
•
A new membership policy for the RemCo Purview Group added new criterion for
membership to capture the new management structure.
Awards
•
The corporate metrics in the FY2014 BSC Plan were discussed, with performance
assessed against personal objectives.
•
The Committee approved the bonus metrics of the FY2015 BSC Bonus Plan.
•
The Committee discussed the criteria for assessing a range of return metrics for the
FY2015 LTIP.
•
The Committee concluded that no BSC bonuses would be paid to the Executive
Directors and management or ASAP awards would be made in FY2015.
•
The Committee discussed that LTIP awards made to the CEO and CFO in September
2014 had been curtailed from normal levels of granting, given the low strike price and the
dilutive effect of making these awards.
•
The date on which LTIP and Stay and Prosper awards were normally granted was
moved to November of each year in order to align the performance period with the
Company’s financial year.
•
Finalised the performance hurdle metric for the LTIP.
Lonmin Plc
Annual Report and Accounts 2015
/ 111
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Amendments to the
remuneration policy from
1 February 2015
•
Amendments to the rules of the BSC, ASAP and LTIP awards came into effect.
•
Rand-denominated remuneration packages for new hires in South Africa came into effect.
•
Bonuses earned under the BSC Bonus Plan could be share-settled rather than cash.
Audit of UK and South African
payroll
•
An audit in the UK and South African payroll was undertaken by PWC in response to certain
payroll errors that had been identified, further details of which are set out on page 115.
Remuneration of COO
•
Determining the remuneration package for the incoming COO, Ben Moolman.
The attendance record of the Committee members is included in the table on page 70.
The Committee Chairman presents a summary of material matters to the Board and minutes of Committee meetings are circulated
to all Directors. The Committee reports to shareholders annually in this report and the Committee Chairman attends the AGM to
address any questions arising.
Governance
When considering the fees for Non-executive Directors, the Board consulted with the CEO, the Committee and its Chairman.
When the fees to be offered to the new Chairman of the Board were being considered, the Nomination Committee consulted with
members of the Committee and Board.
02 /
Meetings of the Committee commence with the members holding a private session. In FY2015 meetings were attended by the
CEO, the CFO, the EVP Human Resources, the Head of Reward, the Head of Group Finance, the Company Secretary (who acts
as secretary to the Committee), the Executive Manager Group Finance (two meetings) and representatives of Hay Group
Management Limited, none of whom do so as of right and who do not attend when their own remuneration is being discussed,
all of whom provide material assistance to the Committee.
Strategic Report
Discussion
01 /
Area
Advisors to the Committee
During the year, the Committee was materially assisted in its work by the following external consultants:
Services provided to the
Committee
Other services provided
to the Company in FY2015
None
General advice on
remuneration matters
Advice on UK market
practice and UK
shareholder perspectives
£32,053
KPMG LLP
Appointed by Jim
Sutcliffe, as Chairman
of the Committee
Assurance in the form of
limited, specific
checking procedures on
the results of the BSC
While this work is
undertaken under a
separate engagement
letter, the cost of this
assurance is included
in the global audit fee
Charged on a time / cost
basis. adjusted to reflect
the value of the work
PWC (London Office)
Appointed by Rob
Bellhouse, as prior
Company Secretary
for the Company
Independent
measurement of
performance conditions
£5,300
Herbert Smith
Freehills LLP
Appointed by Rob
Bellhouse, as prior
Company Secretary
for the Company
Advice on law and
regulation in relation to
employment and share
scheme matters is
provided to the Company
and is available to the
Committee
Legal fees relate to
advice provided to
the Company and not
the Committee, and
are charged on a
time / cost basis
www.lonmin.com
Other South African
entities in the PwC group
provide specialist support
to the internal audit
function (see the Audit &
Risk Committee Report)
FRS2 valuations of
share schemes and
Charged on a time / cost
certain minor financial
basis
evaluation tasks
General UK and EU
legal advice
Shareholder Information
R124,717
General advice on
remuneration matters
Charged on a time / cost
Advice on SA market
basis
practice and SA
shareholder perspectives
05 /
PricewaterhouseCoopers Appointed by Jim
Tax Services (Pty) Lts
Sutcliffe as Chairman
(Johannesburg office)
of the Committee
following a competitive
tender process
External auditor and
certain other services
(see the Audit & Risk
Committee Report
and note 4 to the
financial statements)
A Deeper Look
Appointed by Rob
Bellhouse, as prior
Company Secretary
for the Company
04 /
The Hay Group
Management Limited
(London office)
Financial Statements
Fees paid by the Company
for these services in FY2015,
and basis of charge
03 /
Advisor
By whom appointed and
how, and whether on behalf
of the Committee
/ 112 Lonmin Plc
Annual Report and Accounts 2015
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Context (continued)
Advisors to the Committee (continued)
The Committee has not expressly considered whether the advice received from these professional firms was objective and
independent, but reflects on the quality of the advice as part of its normal deliberations. The Committee is confident that none of
these cross-relationships generates an unmanageable conflict of interest and that the sums payable in respect of each service do
not compromise the objectivity and impartiality of the others.
Performance and pay
The chart below shows how an investment in the Company’s shares on 1 October 2008 has changed in value over the eight
financial years ended on 30 September 2015. Our shares are listed and traded in the UK and South Africa so for comparative
purposes we also show how investments in the shares of companies comprising the FTSE UK Mining Index and the JSE Platinum
Index have changed in value over the same period. These comparators were chosen by the Committee as they comprise
companies listed on the same markets and engaged in similar activities to the Company and, in the case of the JSE Platinum Index,
producing the same commodities in the same location.
200
(%)
160
120
80
40
0
Sept
2008
Sept
2009
Sept
2010
JSE Platinum
Sept
2011
Sept
2012
FTSE 350 Mining
Sept
2013
Sept
2014
Sept
2015
Lonmin (JSE)
Lonmin (LSE)
Footnote:
1. In accordance with the Regulations, the chart assumes that dividends and other distributions were reinvested on the date that these became receivable,
and that any liabilities (for example, funding the subscription price for a rights issue) were met through a ‘tail swallow’ at the point immediately before that
liability fell due.
The pay of the CEO for each of those financial years was:
Year
FY2009
FY2010
FY2011
FY2012
FY2013
FY2014
FY2015
CEO ‘single figure’ of total remuneration (£) (see below)
Ian Farmer 1
1,601,502
1,834,335
Simon Scott 2
n/a
n/a
Ben Magara 3
n/a
n/a
1,517,387
n/a
n/a
855,805
63,847
n/a
n/a
995,729
703,167
n/a
n/a
565,387
n/a
n/a
579,758
Total 4
1,834,335
1,517,387
919,652
1,698,896
565,387
579,758
Annual bonus paid against maximum opportunity (%)
Ian Farmer
55%
66%
Simon Scott
n/a
n/a
Ben Magara 3
n/a
n/a
39%
n/a
n/a
0%
37%
n/a
n/a
77%
72%
n/a
n/a
0%
n/a
n/a
0%
8%
n/a
n/a
0%
n/a
n/a
n/a
0%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
1,601,502
Long-term incentive vesting against maximum opportunity (%)
Ian Farmer
33%
0%
n/a
n/a
Simon Scott 5
Ben Magara 6
n/a
n/a
Footnotes:
1. Historic data for Ian Farmer is taken from the remuneration reports for the relevant years, but recast on the basis for the ‘single figure’ prescribed in the
Regulations. His FY2012 CEO remuneration is for a period of 11 months, after which he ceased to act in that capacity as a result of serious ill-health.
2.
Historic data for Simon Scott is taken from the remuneration reports for the relevant years, but recast on the basis for the ‘single figure’ prescribed in the
Regulations. FY2012 relates to 1 month serving as Acting CEO, and FY2013 relates to 9 months serving in that capacity.
3.
Ben Magara served as CEO for the 3 months commencing 1 July 2013.
4.
For ease of comparison, an aggregate of pay to the Director undertaking the role of the CEO in each year is included.
5.
Simon Scott joined the Company and Board in September 2010. As our long-term incentives have three-year vesting periods, only one tranche of awards
reached their vesting date during the period covered by the table. Although Mr Scott had ceased to serve as Acting CEO prior to that date, the outcome is
included for completeness.
6.
Ben Magara joined the Company and Board in July 2013 and no long-term incentive awards have reached their vesting dates.
Lonmin Plc
Annual Report and Accounts 2015
/ 113
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Context (continued)
Performance and pay (continued)
The table above does not reflect the general decline in value of awards since the Company’s share price reached an all-time high
in early 2008. As a consequence, both vested and outstanding awards have generally had (and have) vastly lower values than the
face value at granting.
•
LTIP – this long-term incentive plan is used to drive performance over the longer term (measured over three-year periods with
vesting in three equal tranches on the third, fourth and fifth anniversaries of the date of grant) and to create a clear alignment
between executives’ and shareholders’ interests. The measures we have chosen to use generally reflect shareholders’
experience, including the impact of PGM prices and foreign exchange, as well as the payment of dividends.
BSC Bonus Plan
Corporate metrics (% of face value)
Year
At ‘stretch’
Calculated
outcome
Actual
paid
70
60
60
60
80
80
80
80
80
80
80
105
90
90
90
120
120
120
120
120
120
120
24.2
49.7
8
37.1
65.2
74
43
46.3
85.8
27.8
39.5
24.2
49.7
8
37.1
65.2
74
43
46.3
85.8
0
0
Year of
grant / vesting
–
–
2004/2007
2005/2008
2006/2009
2007/2010
2008/2011
2009/2012
2010/2013
2011/2014
2012/2015
Performance
condition
%
vesting
–
–
RTSR only
RTSR only
RTSR + EBIT
RTSR + EBIT
RTSR + EBIT
RTSR + Share Price
RTSR x 3y BSC
RTSR x 3y BSC
RTSR + CROIC
–
–
66%
38%
31%
0%
0%
0%
0%
0%
0%
Financial Statements
At ‘target’
03 /
FY2005
FY2006
FY2007
FY2008
FY2009
FY2010
FY2011
FY2012
FY2013
FY2014
FY2015
Long-Term Incentive Plan
LTIP (% of award face value)
Governance
The Company has not delivered value for shareholders for a number of years. While this is unsatisfactory, there is a clear
correlation between performance and pay:
02 /
BSC bonus plan – this short-term incentive plan is used to incentivise operational actions and outcomes, because these are
under management’s control or influence. As a single commodity, single site business, Lonmin’s financial outcomes are highly
influenced by PGM prices and foreign exchange. However, we design the bonus plan to limit the impact of these external and
non-controllable effects.
Strategic Report
•
01 /
The Committee’s goal is to design and implement remuneration arrangements which ensure that performance and pay are linked.
Any formulaic approach has the potential to deliver inappropriate outcomes and the Committee therefore generally has discretion
to adjust those mathematical results where it sees fit. While pay must be justified by performance, it is equally fair that where
performance falls short, there is no payment. We believe that our track record illustrates this. We operate short- and long-term
incentive arrangements:
04 /
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
/ 114 Lonmin Plc
Annual Report and Accounts 2015
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Context (continued)
Relative importance of spend on pay
To place the Directors’ remuneration in the context with the Group’s finances more generally, the Committee uses the following
comparisons:
Year ended
30 September
2015
($m)
Year ended
30 September
2014
($m)
Remuneration of Group employees of which:
Remuneration of Executive Directors
Remuneration of Non-executive Directors
Distributions to shareholders
561
0.7
0.4
–
543
2
1
–
18
(1.3)
(0.6)
–
Other significant distributions of profit or cash flow:
Capital expenditure
136
93
43
Item
Difference
($m)
The apparent year-on-year reduction in the remuneration costs of Group employees results from two main causes; (a) the five
month long strike in 2014 during which striking employees (being the vast majority of the workforce) were not paid and (b) the
effects of converting into US dollars the remuneration that was paid in the year, which was overwhelmingly dominantly in rands.
The year average exchange rate is calculated using the daily exchange rates from the SAP currency table.
There were no dividends declared or paid in the year, and no share buy-backs were undertaken.
Capital expenditure has been included in the table as the board must choose whether to distribute profits and cash-flows by way
of dividend, or reinvest these in developing our assets to maintain or improve the operational health of the Company. In any mining
business a minimum level of ‘sustaining’ capex is essential and may on occasion preclude the payment of dividends. All of these
amounts are presented as shown in the Company’s audited financial statements.
Directors’ remuneration in FY2016
As much as 70% of the total reward offered to Executive Directors is subject to meeting performance conditions:
•
BSC Bonus and ASAP – at its November 2015 meeting the Committee approved the Balanced Scorecard design for FY2016.
English law makes any definitive statements in this policy report binding on the Company for the duration of the policy, and
does not permit any variation without shareholder approval. The Committee therefore does not believe that it is in shareholders’
interests to state the design of the FY2016 BSC Bonus within this report. However, a summary of the measures and weightings
to be used has been made available on the Company’s website, but does not form part of this remuneration report. In the
opinion of the Directors, the targets set for the performance measures are commercially sensitive or could, if made public,
cause regulatory complications for the Company. As permitted by the Regulations, those targets are not being disclosed in
advance but in line with our practice over many years there will be full retrospective disclosure in the 2016 Annual Report.
•
LTIP – the performance measures and their weightings are set out in the policy table for Executive Directors on page 103.
LTIPs will vest in three equal tranches on the third, fourth and fifth anniversaries of the date of grant.
Lonmin Plc
Annual Report and Accounts 2015
/ 115
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Directors’ remuneration in FY2015
Single total figures for Directors’ remuneration
Executive Directors
Ben Magara 9
Total
Calculation
note(s)
FY2014
FY2015
FY2014
FY2015
FY2014
FY2015
FY2014
FY2015
2, 7, 9
462,150
10,807
462,150
25,178
334,650
16,101
334,650
25,304
n/a
n/a
49,937
4,211
796,800
26,908
846,737
54,693
3
92,430
92,430
66,930
66,930
n/a
8,274
159,360
167,634
565,387
579,758
417,681
426,884
n/a
62,422
983,068 1,069,064
–
–
–
43,015
n/a
n/a
–
–
–
–
–
–
–
–
–
n/a
–
–
–
Sub-total
–
–
–
43,015
n/a
–
–
–
565,387
579,758
417,681
469,899
n/a
62,422
Total
983,068 1,112,079
Governance
–
–
02 /
Performance-related pay (£)
Money / assets received or receivable for the year
Short-term incentives
4
–
Other incentives
5
–
Long-term
incentives
6, 10, 11
–
Strategic Report
Sub-total
Ben Moolman 1
01 /
Fixed pay (£)
Salary & fees
Taxable benefits
Pension-related
benefits
Simon Scott 8
This table and the associated footnotes have been subject to audit by KPMG LLP.
‘Taxable benefits’ is the gross value of all benefits, whether provided in cash or kind, that are (or would if provided in the UK, have been) chargeable to UK
income tax. These comprise the cash-settled car allowance, private medical insurance, (where the costs are borne by the employer) advice and support in
relation to cross-border tax and exchange control obligations and access to independent professional advice. No individual component of taxable benefits
paid in FY2015 is felt to create a significant cost.
As noted on page 99, the Company provides a contractual life assurance benefit of four times salary to Ben Magara, Simon Scott and Ben Moolman.
While this is a benefit, there is no liability to income tax in accordance with the exemption under s.307 Income Tax (Earnings and Pensions) Act 2003 and
has therefore not been included in the ‘taxable benefit’ calculation.
‘Pension’ is shown as the amounts paid by the employer to defined contribution plans or salary supplement provided in lieu of such contributions.
Bonus is stated for the financial year in respect of which it is earned. Please see the section titled ‘BSC Bonus Plan’ below for details of the assessment
of the FY2015 bonus plan.
5.
Mr Scott’s 2011 ASAP award was exercised in January 2015.
Please see the section titled ‘Directors’ shareholdings and share interests on page 122 for further details.
7.
For the period of 1 July 2013 to 30 September 2014, Mr Magara had been underpaid private healthcare totalling R20,720.79. In addition, for the period of
1 October 2014 to 28 February 2015, healthcare had not been included as part of Mr Magara’s benefits, resulting in an additional cost paid by Mr Magara
amounting to R40,978.00.
These amounts owed to Mr Magara were rectified via the South African payroll in March 2015, being set off against claw-back for surplus pension
contributions paid by Mr Magara in FY2014.
8.
For the period of 1 September 2012 to 28 February 2015, Mr Scott had been underpaid private healthcare totalling R191,908.00. This amount owed to
Mr Scott was rectified via the South African payroll in August 2015.
9.
Mr Moolman has waived his right to healthcare under his employment contract.
A Deeper Look
6.
04 /
3.
4.
Financial Statements
2.
03 /
Footnotes:
1. FY2015 data for Mr Moolman is from 25 June 2015, the date he was appointed an Executive Director. Mr Moolman is paid in rand (annual basic salary
for FY2015 is R3,696,000, pro rata from 25 June 2015 R985,600). His pro rata salary has been converted to £s using the monthly exchange rate
(calculated using the daily exchange rate from the SAP currency table).
10. The second tranche of Mr Magara’s Recruitment Award was due to vest on 31.05.15. However, this has been deferred. For further details please see
page 121.
11. Mr Scott’s Special Award was due to vest on 07.11.15. However, this has been deferred as the Company will be in a close period during this time.
05 /
Looking at each element of pay in more detail:
Shareholder Information
Base salary – base salaries for the three Executive Directors in FY2015 were £462,150 for Ben Magara, £334,650 for Simon
Scott and £49,937 for Ben Moolman. Ben Moolman’s salary was calculated from 25 June 2015, the date he was appointed an
Executive Director, and has been converted from Rands into Sterling using the average monthly exchange rate from the SAP
currency table, which is in turn populated with the various exchange rates carried in SAP from Reuters every evening. All directors
waived their entitlement to an increase on 1 October 2015 and their salaries remain unchanged.
www.lonmin.com
/ 116 Lonmin Plc
Annual Report and Accounts 2015
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Directors’ remuneration in FY2015 (continued)
Executive Directors (continued)
Short-term incentives settled in cash: the BSC Bonus Plan – the Committee’s aim in FY2015 was to incentivise management
to build on the operational momentum achieved in FY2014 and also to achieve meaningful progress with the Group’s transformation
programme. The Balanced Scorecard set out below contains operational metrics aligned with the Company’s strategic objectives
and which closely follow the corporate KPIs shown on pages 34 and 35. The Committee also included specific metrics on key
transformational goals, and used progress towards the five social interventions announced by the Board at the 2013 AGM as the
personal metrics for the Executive Directors and other members of the Exco. Sadly, the five month-long strike in 2014 continues to
have a profound impact on the Company, and a full context is set out in the Committee Chairman’s letter. The operational results
for the year were as follows:
Strategic element
% of bonus
opportunity on
offer for target
performance
Formulaic
outcome for
the year
(% of bonus
opportunity)
Target
performance
Actual
performance
5%
improvement
to 3.33
62%
decrease
to 5.41 with
3 fatalities
15.0
0.0
39%
35%
2.5
0.0
6.3%
6.0
2.5
2.1
Metric
Safety: improvement in lost time injury
frequency rate (LTIFR), with factor
applied for fatalities
Percentage improvement
on FY2014 LTIFR with
multiplier (0 = 2x, 1 = 1x,
2 = 0.5x, 3 = 0.25x,
4 or more = 0x and
no payment)
Transformation: HDSAs in senior
management roles (Grades D Upper
and above)
Percentage of HDSA candidates
in post at 30 September 2015
Transformation: Women in mining
Transformation: Hostel and living
conditions
Subjective assessment of
progress of various projects
2
2
5.0
5.0
Employee Relations Climate
Substantive assessment of
progress of various initiatives
2
2
10.0
10.0
Operational: Platinum production 1
Troy ounces of finished metal
produced
750,000
760,000
10.0
15.0
Operational: available ore reserves
Square metres of UG2 ore
reserves available for mining 2
2,568,000
2,627,000
5.0
6.1
Operational: Productivity
Square metres per total mining
employee
5.8
5
5.0
0.0
Operational: instantaneous recovery rate
Percentage of contained metals
recovered (%)
83.70%
87.2%
5.0
7.5
Financial: Unit Costs per PGM ounce
Cost (in rand terms) per PGM
ounce produced (6E basis)
R10200
R10,339
10.0
8.8
Financial: net cash at year end
Net cash balance (in US Dollars)
on 30 September 2014
$13m
$(170m)
10.0
0.0
80
54.5
20
–
100
54.5
Sub-total: Corporate KPIs
Personal
Progress with five key
transformation objectives
Total
Footnotes:
1. We incentivise production rather than sales to eliminate the impact that would otherwise result from stocks of finished metals held at year ends.
2.
Subject to an underpin in respect of the maintenance of Merensky ore reserves ready for mining.
Despite the best efforts of the Executive Directors, the challenging conditions meant that the outcomes for shareholders were
disappointing. The Executive Directors therefore proposed and the Committee agreed that the payment of a bonus (or the
corresponding grant of an ASAP award) could not be justified. The Committee therefore applied its discretion to the formulaic outcome
and reduced the overall result to zero. As no BSC bonus was awarded, no ASAP award will be made to the Executive Directors.
Lonmin Plc
Annual Report and Accounts 2015
/ 117
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Directors’ remuneration in FY2015 (continued)
Executive Directors (continued)
Short-term incentives settled in shares: the ASAP – no awards will be made under the ASAP in December 2015. For further
details of the ASAP, please refer to the policy table on page 102 and the section headed ‘Directors’ shareholdings and scheme
interests’ on page 122.
The CROIC performance, averaged over three financial years. This measures net operating profit after tax (eliminating
the impact of depreciation and impairment) compared to invested capital; and
•
Relative TSR measured over a three-year period. This metric has always been used by Lonmin as a performance
condition, ensuring that executive remuneration reflects actual returns delivered to shareholders. The relative nature
of this test creates an objective metric of long-term value delivery to shareholders which is largely independent of the
short-term variability introduced into reported results by volatile metal prices and exchange rates (particularly between
the South African rand and the US Dollar).
Company’s Average Annual CROIC Performance
CROIC Factor
0x
10% or more but less than 11%
0.2 x
11% or more but less than 12%
0.5 x
12% or more but less than 13%
0.7 x
13% or more
1x
RTSR Factor
0x
Median TSR – 5% p.a.
0.2 x
Median TSR
0.5 x
Median TSR + 5% p.a.
0.7 x
Median TSR + 10% p.a. or greater
1x
RTSR is assessed independently using data normalised into US Dollars, sourced from Datastream or other independent
providers and our model deliberately emphasises this factor – even with a CROIC performance of 13% or more over three
consecutive years, if we delivered less than median RTSR then only 50% of the award would vest.
A Deeper Look
The CROIC Factor and RTSR Factor are added together and, as maximum is (1.0 + 1.0) = 2.0, the result is then divided by 2
04 /
Less than Median TSR – 5% p.a.
Financial Statements
Company’s Annualised Average TSR
03 /
Less than 10%
Governance
The matrix below illustrates the vesting outcomes (as a percentage of the face value of the award, with full interpolation
between the points shown) for LTIP awards:
02 /
•
Strategic Report
(a) Performance conditions for long-term incentive awards
The vesting of LTIP awards made to the Executive Directors is subject to performance conditions aligned with the delivery
of corporate strategy and the creation of value for shareholders. The Committee has adopted a performance condition
which combines:
01 /
Long-term incentives – the LTIP
05 /
Shareholder Information
www.lonmin.com
/ 118 Lonmin Plc
Annual Report and Accounts 2015
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Directors’ remuneration in FY2015 (continued)
Executive Directors (continued)
It is important that the comparator group comprises relevant peer companies. From 2010 onwards, we have used a
comparator group of listed primary PGM producers. In 2013 the Committee decided that Stillwater was no longer a directly
comparable business as its operations are in the USA (and so it operates in a different socio-economic environment),
it is a palladium-dominated business and had recently acquired base metal assets. As a result Royal Bafokeng Platinum,
a JSE-listed South African platinum producer, replaced Stillwater in the comparator group used from 2013 onwards. As a result,
we now compare ourselves to a group of ‘pure-play’ PGM mining peers, all whom operate principally in South Africa:
Awards made in 2010, 2011 and 2012
Awards made in 2013 and 2014
•
Aquarius Platinum
•
Aquarius Platinum
•
Anglo American Platinum
•
Anglo American Platinum
•
Impala Platinum
•
Impala Platinum
•
Northam Platinum
•
Northam Platinum
•
Stillwater Mining Company
•
Royal Bafokeng Platinum
Small peer groups of similar businesses can lead to perverse outcomes where results are tightly clustered. If a ranking
approach is used, small differences in RTSR can lead to large differences in rank. To avoid this risk, we compare Lonmin’s
TSR performance to the median of the group and calculate our relative performance, expressed as a % pa differential.
(b) Other earnings of Executive Directors
There are no paid external appointments held by any of the Executive Directors.
(c) Awards in FY2015
While the second tranche of Ben Magara’s Recruitment Award was due to vest on 31 May 2015, this has been deferred.
In addition, Simon Scott’s Special Award which was due to vest on 7 November 2015 has been deferred as the Company
is in a close period.
Non-executive Directors
Our Non-executive Directors are currently paid at levels we believe to be market median for a comparable London-listed company,
while reflecting the international travel commitment expected. The basis of the fees is stated in the policy on page 109, but is
essentially a base fee plus additional fees for Committee service or Chairmanship. The fees of Non-executive Directors were
reduced with the adoption of the new policy at the Company’s AGM in January 2015.
Basis of the fees for each Non-executive Director under the existing remuneration policy
The basis of the fees is essentially a base fee plus additional fees for Committee service and chairmanship of a Committee.
Fee payable to Directors
Any additional fees payable for any other duties to the Company Other items in the nature of remuneration
Non-executive Directors (other than
the Chairman) are offered a base fee
of £55,000 per annum for acting as a
Director and serving as a member of
up to two Board Committees, save
where they were nominated to the
Board by their employing companies.
The Senior Independent Director receives a fee of
£10,000 per annum, in addition to his base fee.
The Chairman is offered a fee of
£210,000 per annum for acting as a
Director, serving as a member of up
to two Board Committees and
chairing the Board.
Fees to independent directors are
payable in cash upfront for the first
year of appointment, reflecting the
commitment necessary to undertake
a full induction programme including
site and other visits and in depth
research. Thereafter fees are paid in
cash monthly in arrears.
Where the individuals serving as
non-executive directors are employed
by a third party, then the Company
may instead be invoiced quarterly for
a sum equal to the fees that would
otherwise have been payable, to be
settled in cash.
Where individuals chair a Board Committee, they
receive a fee of £10,000 per annum, in addition to
their base fee for each additional committee that
they chair.
Where individuals serve on more than two Board
Committees, a fee of £5,000 per annum is offered
for each additional Committee.
Where the Company holds Board and / or Committee
meetings in addition to those scheduled, a fee of
£2,000 per day is payable to every Non-executive
Director for additional meeting attendance.
Where the individual provides additional services to
the Company or group companies outside the scope
of their directorship, then the Company and / or the
relevant group company may pay additional fees
commensurate with the value of the services
provided by the individual.
No other items in the nature of
remuneration are provided by the
Company to its Non-executive
Directors.
Lonmin Plc
Annual Report and Accounts 2015
/ 119
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Directors’ remuneration in FY2015 (continued)
Non-executive Directors (continued)
Membership of the Committees and fees of the Non-executive Directors during the year to 30 September 2015
Director
Note(s)
Audit & Risk
Jonathan Leslie
Jim Sutcliffe
Member
Former Non-executive Directors
Phuti Mahanyele
Gary Nagle
Paul Smith
Karen de Segundo
Roger Phillimore
David Munro
Mahomed Seedat
4
5
6
2, 7
10
11
11
Member
Member
Member
Member
Chairman of
Committee
Member
Chairman of
Committee
Member
Chairman of
Committee
Chairman of
Committee
Member
Member
Member
Member
Member
SET
Member
Member
Member
2
3
212,500
82,500
130,245
87,500
3
73,333
80,000
4
99,166
107,500
3
58,109
n/a
2
1
0
4
44,583
34,185
31,685
28,333
n/a
n/a
n/a
n/a
n/a
n/a
85,000
153,126
23,887
45,509
664,394
712,767
This table and the associated footnotes have been subject to audit by KPMG LLP.
Governance
3
Member
Member
SHE
02 /
Varda Shine
Remuneration
Total
for
FY2014
Strategic Report
Chairman of
Committee
Nomination
Total
for
FY2015
01 /
Current Non-executive Directors
Brian Beamish
8
12
Len Konar
Total
number of
Committees
Footnotes:
1. The existing remuneration policy became effective on 1 February 2015. The fee totals for FY2015 are therefore calculated based on the existing
remuneration policy and the old remuneration policy, the basis of calculation for which can be found on page 108 of the Company’s 2014 annual report.
3.
From 16 February 2015, the date of her appointment as a Director, Ms Shine’s incurred fees for FY2015 is £37,307. Ms Shine received an upfront fee of
£55,000 per annum for acting as a Director and serving as a member of up to two Board Committees. She was appointed as a member of the Audit &
Risk, Nomination and Remuneration Committees on 16 February 2015. As she serves on three Board Committees, she also receives an additional fee
of £5,000 per annum, paid monthly in arrears.
4.
Ms Mahanyele retired as a Non-executive Director and ceased to be a member of the SHE and SET Committees on 30 June 2015.
5.
Mr Nagle retired as a Non-executive Director and ceased to be a member of the SHE Committee on 8 May 2015.
6.
Mr Smith retired as a Non-executive Director on 8 May 2015.
7.
As Ms Segundo retired prior to the existing remuneration policy becoming effective, her fees are calculated based on the old remuneration policy.
8.
Mr Beamish was appointed as a Director on 1 November 2013 and was appointed as Chairman of the Company on 1 May 2014.
9.
Mr Seedat provided ad hoc consultancy services to the Company under a separate consultancy agreement. His payments in rand pursuant to this
agreement have been converted into £s using the average ZAR:GBP exchange rate for FY2015 of £1 = R18.55087 (FY2014: R17.4825).
Financial Statements
Ms Segundo retired as a Non-executive Director and ceased to be a member of the Audit & Risk, Nomination, Remuneration and SHE Committees on
29 January 2015.
03 /
2.
10. Mr Phillimore retired as a Director on 30 April 2014.
Item
Year on Year
change group
employees
(%)
0%
133%
0%
26.4%
30.4%
6.2%
www.lonmin.com
Shareholder Information
Footnote:
1. The year-on-year comparator relates to all employees of the Group (as required by the Regulations) and is on a per capita basis, and is expressed in local
currency terms.
05 /
Base salary
Taxable benefits
Short term incentives
Year on Year
change
CEO
(%)
A Deeper Look
Percentage change in the CEO’s remuneration
04 /
11. Mr Monro and Mr Seedat retired as Directors on 30 January 2014.
12. In addition to the above, Mr Konar receives a rand-denominated annual payment of R25,000 for his appointment to the boards of WPL and EPL. This
payment was made in August 2015 for £1274.11 (converted into £s using the August 2015 average ZAR:GBP exchange rate of £1= R19.6216). All future
annual payments will be made in April of each year.
/ 120 Lonmin Plc
Annual Report and Accounts 2015
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Directors’ remuneration in FY2015 (continued)
Directors’ pension entitlements
No Director who served during the year ended 30 September 2015 has any prospective entitlement to a defined benefit pension or
a cash benefit arrangement (as defined in s152, Finance Act 2004). This disclosure has been audited by KPMG LLP.
The Company provides a contractual life assurance benefit of four times salary to Simon Scott and Ben Magara, through an
insured arrangement in the United Kingdom. The Company also provides a contractual life assurance benefit of four times salary to
Ben Moolman through an insured arrangement in South Africa.
The Executive Directors are provided with a pension supplement, which may be taken either as a pension contribution to a defined
contribution plan, or in cash. The Company operates a defined contribution pension scheme for the benefit of its UK employees.
In South Africa the Company and Group participate in an industry wide defined contribution pension plan. Simon Scott and
Ben Magara have opted to join the South African defined contribution plan. For Simon Scott, the Company contributed an amount
equal to 20.52% of the 60% of his base salary until March 2015 and an amount equal to 35% of the 60% of his base salary from
April 2015 until the end of September 2015. For Ben Magara, the Company contributed an amount equal to 20.52% of the 30%
of his base salary. Ben Moolman is not part of the South African defined contribution plan.
No element of any Director’s remuneration other than base salary is pensionable.
Scheme interests awarded in FY2015 and held by Directors
The table below shows all ‘scheme interests’ held by the Executive Directors, including those granted in the year ended
30 September 2015. No awards of this nature were made during the year to, or are held by, any Non-executive Director.
The only awards currently structured as share options are those under the ASAP. As noted on page 102, this plan effectively forms
our bonus deferral arrangement, and we chose to utilise a nil-cost option structure with the face value of the award equating to the
deferred bonus that would otherwise have been payable.
Lonmin Plc
Annual Report and Accounts 2015
/ 121
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Directors’ remuneration in FY2015 (continued)
Scheme interests awarded in FY2015 and held by Directors (continued)
During year
Performance
condition 2
Date of
Grant
As at
30.09.14
Granted
Vested
and
released
Lapsed
As at
30.09.15
Exercise
period
(ASAP) or
vesting
date (other
awards)
Percentage
of interests
receivable if
minimum
Face
perforvalue of
mance
3
award achieved
10.07.13
(a)
31.05.16
130,302
–
–
–
130,302
10.07.16
359,998
1%
LTIP
27.09.13
(a)
30.06.16
227,502
–
–
–
227,502
27.09.16
674,998
1%
29.09.14
(a)
31.07.17
227,502
–
–
–
227,502
29.09.17
507,250
1%
10.07.13
(b)
n/a
86,868
–
–
–
86,868
Dates to 31.05.16
239,998
n/a
09.12.13
(b)
n/a
31,637
–
–
–
31,637 09.12.16 to 09.12.23
100,745
n/a
703,811
–
–
–
703,811
30.06.16
31.07.17
n/a
n/a
n/a
30.09.15
109,824
109,824
24,778
44,171
126,540
254,570
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
109,824
27.09.16
109,824
29.09.17
24,778 12.12.14 to 12.12.21
44,171 15.01.16 to 15.01.23
26,540 09.12.16 to 09.12.23
254,570
07.11.15
669,707
–
–
–
–
669,707
31.07.17
n/a
48,357
–
–
5,406
–
–
–
–
48,357
5,406
LTIP
Recruitment
5
ASAP
(a)
(a)
(b)
(b)
(b)
(c)
29.09.14
09.12.14
(a)
(b)
325,848
244,869
135,025
130,309
402,954
814,624
1%
1%
n/a
n/a
n/a
100%
2,053,629
48,357
29.09.17
5,406 09.12.17 to 19.12.24
107,819
9,831
53,763
117,650
Governance
Ben Moolman
LTIP
ASAP
27.09.13
29.09.14
12.12.11
15.01.13
09.12.13
07.11.12
1,034,997
02 /
Simon Scott
LTIP
LTIP
ASAP
ASAP
ASAP
Special 6
Strategic Report
Ben Magara 4
LTIP
01 /
Type of interest
and basis of award 1
Date to
which
performance
condition
measured
1%
n/a
03 /
2.
Key to performance conditions:
(a)
Average of the corporate element of the BSC of three financial years and RTSR compared to PGM peers over same three year period;
(b) No performance condition other than continued service during three vesting period (see page 102);
(c)
3.
Financial Statements
Footnotes:
1. Key to plans: LTIP = Nil cost restricted share awards granted under the Long-Term Incentive Plan which vest on the third anniversary of the date of grant
(see page 103); ASAP = nil cost options granted under the Annual Share Award Plan which vest on the third anniversary of grant and may then be
exercised until the tenth anniversary of grant, at the recipient’s discretion (see page 102); Recruitment and Special = one-off nil-cost restricted share
awards to acquire market-purchased shares, in each case made pursuant to LR 9.4.2R (see page 104).
Average of corporate element of BSC of three financial years and average of personal performance measured in the BSC over same three year period.
Plan
Date range
03/08/2011
27/09/2013
29/09/2014
12/12/2011
15/01/2013
09/12/2013
07/11/2012
10/07/2013
09/12/2014
LTIP
LTIP
LTIP
ASAP
ASAP
ASAP
Special Award
Recruitment Award
ASAP
20 dealing days ending 30.06.2011
20 dealing days ending 31.07.2013
20 dealing days ending 29.08.2014
20 dealing days ending 09.12.2011
20 dealing days ending 14.01.2013
20 dealing days ending 06.12.2013
20 dealing days ending 30.01.2013
20 dealing days ending 28.06.2013
20 dealing days ending 08.12.2014
Price (£)
7.7423
2.967
2.22965
5.4494
2.9501
3.1844
3.2
2.7628
1.8187
Mr Magara’s Recruitment Award is subject to vesting in three equal tranches on 31.05.14, 31.05.15 and 31.05.16. The total face value of the award
was £359,998 and the first tranche (being £43,434) vested on 31.05.14. Whilst the second tranche of this award was due to vest on 31.05.15, this has
been deferred.
6.
Mr Scott’s Special Award was made partly in lieu of an LTIP award, and in recognition of the exceptional circumstances of 2012. Whilst the Special Award
is due to vest on 07.11.15, this has been deferred as the Company will be in a close period during this time.
7.
Subject to the Remuneration Committee’s discretion, dividend equivalents may be payable when LTIP awards vest. Neither dividends nor dividend
equivalents are payable in respect of ASAP options.
www.lonmin.com
Shareholder Information
Mr Magara was appointed as a Director from 1 July 2013.
5.
05 /
4.
A Deeper Look
Date of Grant
04 /
Face value has been calculated using a strike price adjusted for the 2012 Rights Issue where relevant. The strike prices were calculated using the average
of the closing mid-market share price of Lonmin shares trading on the LSE during the following periods (the price below is adjusted for 2012 Rights Issue,
where relevant):
/ 122 Lonmin Plc
Annual Report and Accounts 2015
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Directors’ remuneration in FY2015 (continued)
Directors’ shareholdings and scheme interests
All Directors are required to build and maintain a personal investment in Lonmin shares, linked to their base salary or fee – for the
CEO 300% of base salary, for other Executive Directors 200% of base salary and for Non-executive Directors 100% of their base
fee. This should be achieved within five years of the earlier of (a) the policy coming into effect (on 1 August 2010) or (b) taking
office. Once this has been achieved, should the market value fall below the required level the compliance must be re-achieved
within three years. Using the Company’s closing share price of 16.25p on 30 September 2015 (save as noted below), the serving
Directors’ compliance with these obligations was as follows:
Obligation (multiple of
salary / NED base fee)
Last date at which
obligation met
Obligation to be
met on or before
Achievement at
30 September (or earlier
date of retirement)
Current Directors
Brian Beamish
Len Konar
Jonathan Leslie
Jim Sutcliffe
Varda Shine 1
Ben Magara
Ben Moolman
Simon Scott
100%
100%
100%
100%
100%
300%
200%
200%
–
31 January 2013
18 February 2013
06 March 2014
–
–
–
–
01 November 2018
31 January 2016
18 February 2016
06 March 2017
–
01 July 2018
25 June 2020
27 September 2015
2.3%
4.2%
4.3%
4.9%
–
1.9%
1.4%
2.5%
Former Directors
Karen de Segundo 2
100%
–
n/a
18.8%
Director
This table and associated footnotes have been subject to audit by KPMG LLP.
Footnotes:
1. Appointed 16 February 2015.
2.
Position stated as at 29 January 2015, date of retirement from the Board when the shares closed at 161p.
Lonmin Plc
Annual Report and Accounts 2015
/ 123
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Directors’ remuneration in FY2015 (continued)
Directors’ shareholdings and scheme interests (continued)
Phuti Mahanyele (nominated by Shanduka), Gary Nagle and Paul Smith (nominated by Glencore) were not remunerated by the
Company for serving as Non-executive Directors and so the Board did not impose any shareholding obligation on them. Shanduka
has a material investment in the Company’s operating subsidiary and Glencore, until 9 June 2015, was a significant shareholder of
the Company.
Director
Scheme interests:
Options and awards over shares2
Subject to
performance
conditions
Not subject to
performance
conditions
Total
–
–
–
357,804
24,179
109,824
–
–
–
–
–
389,441
29,584
535,105
–
–
–
–
–
747,245
53,763
644,929
–
–
Former Directors
Karen de Segundo 4
5,852
–
–
–
Governance
30,000
14,200
14,576
53,644
18,272
51,183
–
16,701
02 /
Current Directors
Brian Beamish
Len Konar
Jonathan Leslie
Ben Magara
Ben Moolman
Simon Scott
Varda Shine 3
Jim Sutcliffe
Strategic Report
Shares 1
01 /
The interests of the Directors who served during FY2015 at the end of that year (or earlier date of retirement as a Director) in the
shares of the Company are as follows:
Footnotes:
1. ‘Shares’ includes any owned by connected persons.
‘Scheme interests’ comprise awards over shares (being the LTIP, Special Award and Recruitment Award) and options (the ASAP). Please refer to page 121
for further details.
Appointed on 16 February 2015.
Retired on 29 January 2015.
5.
Please refer to the section above titled ‘scheme interests awarded in FY2015 and held by Directors’ for full details of scheme interests and of any awards
vesting, exercised or lapsing in the year.
6.
No share option has vested but remains unexercised.
There have been no changes in the Directors’ interests in the Company’s shares from 30 September 2015 to the date of this report.
Financial Statements
3.
4.
03 /
2.
04 /
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
/ 124 Lonmin Plc
Annual Report and Accounts 2015
Governance
Directors’ Remuneration Report
for the year ended 30 September 2015
Other required disclosures
Service contracts
As noted on page 106, no Executive Director has a service contact with a notice period in excess of one year, or which requires
compensation on termination exceeding the value of one year’s salary and contractual benefits. All service contracts are drafted on
an evergreen, rather than fixed term, basis, so the unexpired term would always equal the notice period.
Payments to former Directors
In FY2015, the Company incurred costs in relation to one former Director, Ian Farmer. Mr Farmer resigned as a Director and CEO of the
Company in December 2012 but remains an employee of the Company on disability leave with no duties. As such, he continues to
participate in the Company’s life assurance and private medical insurance arrangements in the same way as any other employee.
No other payments of money or other assets were made during FY2015 to any former Director of the Company. This disclosure
has been audited by KPMG LLP.
Payments for loss of office
There were no payments in relation to loss of office during FY2015. This disclosure has been audited by KPMG LLP.
Voting on remuneration matters
At the AGM on 29 January 2015 two votes were considered in relation to Directors’ remuneration; the binding vote on the
Directors’ Remuneration Policy and the advisory vote on the Directors’ Remuneration Report. The voting results were:
Resolution
Remuneration policy
Remuneration report
Votes for (and
percentage of votes cast)
405,992,661 93.01%
435,365,887 99.87%
Votes against (and
percentage of votes cast)
30,501,242
568,588
6.99%
0.13%
Proportion of
share capital voting
Shares on which
votes were withheld
74.77%
74.67%
1,404,873
1,954,173
The Committee has reviewed the voting results and while it did not believe that a significant percentage of votes were cast against
the resolution, was concerned that it had not received more fulsome support. Discussions took place with investors both prior
to and after the AGM and of feedback received, certain investors indicated a preference for all executive directors to receive
rand-denominated remuneration packages. However, the Committee felt that in the case of the current CEO and CFO, it was an
unreasonable request to make as they had been recruited on the basis of a sterling-denominated UK remuneration package.
The Committee felt that shareholders’ views had been sought in a methodical way and considered at length by them. No major
shareholder could claim credibly that their views had not been listened to, and changes had demonstrably been made to the pay
policy for the executive directors. In light of shareholder feedback, the policy was amended ahead of the 2015 AGM to state that
(i) future South African based hires would be remunerated in rands at prevailing local levels and (ii) in reviewing the pay of the
current executive directors the committee would consider both UK and South African benchmarking data.
For and on behalf of the Remuneration Committee.
Jim Sutcliffe
Chairman
Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
126 Independent Auditor’s Report to the Members
of Lonmin Plc only
130 Responsibility Statement of the Directors in
Respect of the Annual Report and Accounts
131 Consolidated Income Statement
131 Consolidated Statement of Comprehensive Income
132 Consolidated Statement of Financial Position
133 Consolidated Statement of Changes in Equity
134 Consolidated Statement of Cash Flows
135 Notes to the Accounts
178 Lonmin Plc Company Balance Sheet
179 Notes to the Company Accounts
The statutory financial statements of
both the Group and the Company
and associated audit reports.
/ 125
Financial
Statements
03 /
Financial Statements
www.lonmin.com
/ 126 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Independent Auditor’s Report
to the Members of Lonmin Plc Only
Opinions and conclusions arising from our audit
Our opinion on the financial statements is unmodified
We have audited the financial statements of Lonmin Plc for the year ended 30 September 2015 which comprise the Consolidated
Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the
Company Balance Sheet, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows and the
related notes. In our opinion:
•
the financial statements give a true and fair view of the state of the Group’s and of the parent company’s affairs as at
30 September 2015 and of the Group’s loss for the year then ended;
•
the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards
as adopted by the European Union;
•
the parent company financial statements have been properly prepared in accordance with UK Accounting Standards; and
•
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards
the Group financial statements, Article 4 of the IAS Regulation.
Emphasis of matter – Going concern
In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure
made in Note 1 to the financial statements concerning the Group’s and the parent company’s ability to continue as a going
concern, in particular the need for a Resolution approving the planned Rights Issue to be held at a General Meeting on
19 November 2015 being passed by the Company’s shareholders. These conditions, along with the other matters explained
in Note 1 to the financial statements, indicate the existence of a material uncertainty which may cast significant doubt on the
Group’s and the parent company’s ability to continue as a going concern. The financial statements do not include the adjustments
that would result if the Group and the parent company were unable to continue as a going concern.
Our assessment of risks of material misstatement
We summarise below the risks of material misstatement that had the greatest effect on our audit, our key audit procedures to
address those risks and our findings from those procedures in order that the Company’s members as a body may better
understand the process by which we arrived at our audit opinion. Our findings are the result of procedures undertaken in the
context of and solely for the purpose of our statutory audit opinion on the financial statements as a whole and consequently are
incidental to that opinion and we do not express discrete opinions on separate elements of the financial statements.
Going concern
Refer to the Report from the Audit & Risk Committee, Note 1 Statement of accounting policies
•
The risk: The accounts are prepared on a going concern basis. The rising cost base of the Group’s operations in South Africa
and the continued fall in PGM prices have had a negative effect on the Group’s results and cashflows. At 30 September 2015
the Group had net debt of $185 million including borrowings of $505 million with $40 million of undrawn committed facilities
which are due to expire in May and June 2016.
The Board and executive management have undertaken a review of the Group's business and capital structure which
included the development of a Business Plan. The Business Plan includes a restructuring of the business that incorporates
shaft closures and redundancies. The Business Plan contains cash flows that contain key inputs, specifically PGM prices and
exchange rates, which are volatile, outside the control of management thereby requiring judgement in their selection, which
could have a significant impact on future forecast cash flows.
In reviewing the Group’s capital structure, as detailed in Note 32, the Company entered into an agreement with J.P Morgan
Securities plc, HSBC Bank plc and The Standard Bank of South Africa Limited to fully underwrite approximately $407 million
of the planned Rights Issue (before issuance costs and other charges). In conjunction with the planned Rights Issue, the
Company has negotiated certain amendments to the terms of the Group’s existing debt facilities which are detailed in Note 32.
The Amended Facilities will only come into effect if a Resolution approving the planned Rights Issue to be held at a General
Meeting on 19 November 2015 is passed by the Company’s shareholders and $350 million of net cash proceeds are received.
If shareholder approval of the planned Rights Issue is not obtained and the banking facilities are not renewed there is a
significant risk that the Group will be unable to meet its liabilities as they fall due.
The financial statements explain how the Directors have formed their judgement that there is a reasonable expectation that
the going concern basis is appropriate in preparing the financial statements of the Company and the Group, however the Directors
have concluded that the shareholder approval of the planned Rights Issue represented a material uncertainty that may cast
significant doubt regarding the Group’s ability to continue as a going concern. As this assessment involves consideration of future
events there is a risk that the judgement is inappropriate and also that the required disclosure is inappropriate or insufficient.
•
Our response: Our audit procedures included performing detailed testing of management’s cash flow models over the two year
period from 30 September 2015. We agreed key inputs in the model to internally and externally derived sources. Key assumptions
include PGM pricing, foreign exchange rates, capital and operating costs including production efficiencies and working capital
assumptions. For these key inputs we critically assessed the reasonableness by reference to external data and forecasts,
along with reports from the Group’s external consultants.
Lonmin Plc
Annual Report and Accounts 2015
/ 127
Financial Statements
Independent Auditor’s Report
to the Members of Lonmin Plc Only
Opinions and conclusions arising from our audit (continued)
We assessed these experts’ competency, capability and objectivity as well as reviewing their scope of work and procedures
performed. We examined the Group’s plans that lead to modelling assumptions over productivity increases around PGM
recovery factors and mining labour efficiencies and ran relevant sensitivities. We utilised our own KPMG specialists, to the
extent necessary, in performing our work to challenge management’s models.
Our findings: We found the Directors had made balanced judgements in concluding that, although there is a material uncertainty
which may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern, it is appropriate to use
the going concern basis of accounting. We found the Group’s disclosures to be proportionate in their description of the material
uncertainty which may cast significant doubt on the Group’s and company’s ability to continue as a going concern. Accordingly
in the section above, without modifying our opinion on the financial statements, we have included an emphasis of matter.
05 /
Shareholder Information
www.lonmin.com
A Deeper Look
Recoverability of the HDSA receivable
Refer to the Report from the Audit & Risk Committee, Note 1 Statement of accounting policies and Note 14 Other financial assets
•
The risk: The Group has an amount due to it from a subsidiary of Shanduka Resources (Proprietary) Limited amounting to
$409 million at 30 September 2015. A further provision was recognised against this amount during the 2015 year of $227 million
leaving a new carrying value of $102 million. The amount due is secured by shares in the Shanduka subsidiary, whose only
asset of value is its ultimate shareholding in Incwala Resources (Proprietary) Limited (Incwala) but ring fenced from the rest
of the Shanduka Group. The majority of the amount due was provided to the Shanduka subsidiary in 2010 so that it could
acquire 50.03% of Incwala, which has interests in the Group’s subsidiaries, and provides the Group with its Black Economic
Empowerment (BEE) credits. Due to a decline in the performance and outlook of the PGM industry, subsidiaries of the Group
have not been paying the quantum of dividends that were expected when the financing was first put in place, which was to
be one source of income from which the Shanduka subsidiary could make repayments of the amounts due. The value of the
collateral has also fallen significantly in recent times. Given the above factors, there is a risk that, with no obligation on the
wider Shanduka Group to support it, the Shanduka subsidiary may not repay the amount.
04 /
Our findings: We found that the Group’s discounted cash flow forecast for Marikana, when all factors are considered, to be
mildly optimistic largely due to assumptions for PGM prices. We found the judgements made by the Directors regarding the
valuation of Limpopo and Akanani to be balanced. We found the Group’s disclosures to be proportionate in their description
of the assumptions and estimates made by the Group and the sensitivity to changes thereon.
Financial Statements
•
03 /
Our response: Audit procedures included detailed testing of the Directors’ impairment assessment for each CGU performed
at year-end. For the Marikana and Akanani CGUs, we obtained the discounted cash flow models which are detailed and complex.
We verified that the cashflows appropriately reflected the restructurings based on their committed status at the year-end and
performed procedures over the accuracy of the calculation of the recoverable amount. Certain of the key inputs, specifically
mineral reserves, exchange rates, inflation, PGM prices, capital and operating costs including production efficiencies, and the
discount rate require significant estimation and judgement in their selection. For these key inputs we critically assessed their
reasonableness by reference to external data and forecasts, along with reports from the Group’s external consultants and
mineral reserve reports. We assessed these experts’ competency, capability and objectivity as well as reviewing their scope
of work and procedures performed. We examined the Group’s plans that lead to modelling assumptions over productivity
increases around PGM recovery factors and mining labour efficiencies and ran relevant sensitivities. We utilised our own
KPMG corporate finance, restructuring, IT modelling, and engineering specialists, to the extent necessary, in performing our
work to challenge management’s models. We benchmarked valuations against the market capitalisation, recent corporate
PGM transactions and broker reports. For the Limpopo CGU, we obtained management’s calculation on the recoverable
amount which is based on recent publicly available PGM resource multiples discounted to reflect the inherent risk within the
asset. We recalculated the resource multiples applied and vouched data used to external sources. We considered the
discount applied by reference to our understanding of the asset and the market. We considered the adequacy of the Group’s
disclosures in respect of impairment testing, impairments recognised and whether disclosures about the sensitivity of the
outcome of the impairment assessment to changes in key assumptions properly reflected the risks inherent in the valuations.
Governance
•
02 /
Impairment of non-financial assets (excluding inventories and deferred tax)
Refer to the Report from the Audit & Risk Committee, Note 1 Statement of accounting policies and Note 31 Impairment of
non-current assets
•
The risk: The Group’s three Cash Generating Units (CGUs) are Marikana, Akanani and Limpopo. The Company’s share price
has significantly reduced during the year ended 30 September 2015 and the market capitalisation remains below the share
of net assets attributable to shareholders of the Company. The PGM industry has experienced rising costs, and subdued
demand resulting in a depressed pricing environment. The Board and executive management have undertaken a review of the
Group's business and capital structure which included the development of a Business Plan. The Business Plan includes a
restructuring of the business that incorporates shaft closures and redundancies. As such there is a significant risk that carrying
value of Group’s non-financial assets related to Marikana, Akanani and Limpopo CGUs need to be impaired.
Strategic Report
•
01 /
We obtained copies of the Banks’ waiver of the September 2015 covenant test under the existing banking facilities, final signed
copies of the Underwriting agreements of the planned Rights Issue and of the agreements to the Amended Facilities. Under the
Amended Facilities, we checked the Group’s calculations which indicated that the forecasts involved no breaches of the
proposed covenants. We reviewed sensitivity analysis of the cash flow forecasts, and resulting covenant tests, to a number
of variable factors. We considered the adequacy of the Group’s disclosures in respect of going concern.
/ 128 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Independent Auditor’s Report
to the Members of Lonmin Plc Only
Opinions and conclusions arising from our audit (continued)
•
Our response: Audit procedures included KPMG specialists assessing information as to the Shanduka Group’s past and
current actions regarding its BEE investments and its ability and likely actions to fund repayment or not. We considered the
value of the collateral by reference to the underlying values of the assets, and the consolidated net liabilities of Incwala.
Given those assets held by Incwala include Marikana and Akanani, we have made use of the audit work we performed on
impairment of those CGUs above. We also considered the adequacy of the Group’s disclosures with regards to impairment
testing for financial assets, and whether disclosures about the sensitivity of the value of the collateral to changes in key
assumptions properly reflected the risks inherent in the valuations.
•
Our findings: We found the resulting estimate of the recoverable amount to be mildly optimistic and that the Group’s
disclosures with regards to the impairment testing for the HDSA receivable to be proportionate in their description of the
assumptions and estimates made by the Group concerning the value of its underlying collateral.
Physical quantities and net realisable value of inventory (excluding consumables)
Refer to the Report from the Audit & Risk Committee, Note 1 Statement of accounting policies and Note 15 Inventories
•
The risk: Metal inventory is held in a wide variety of forms across the mining and refinement processes, and prior to production
as a final metal, is always contained in a carrier material. It is not possible to determine the exact metal content contained in
a carrier material until the refinement process is complete. As such physical quantities of metal inventory are determined by
sampling, and assays are taken to determine the metal content and how this is split by type of metal. The accuracy of these
samples and assays can vary quite significantly, and as such the quantum of metal inventory requires a significant amount of
estimation and management judgement in its determination. In relation to the net realisable value (NRV) of the inventory
quantity, the PGM industry has experienced rising costs, and subdued demand resulting in a depressed pricing environment.
Since inventory is carried at the lower of cost and NRV, these risks are significant to the carrying value.
•
Our response: Audit procedures included attendance at year-end physical stock counts for all significant locations, where the
Group engaged independent metallurgists to assist with the assessment of sampling methodologies used and the adherence
to appropriate stock count processes. We considered the competence of the metallurgists, the results of their report, and
sought to understand and corroborate the reasons for significant or unusual movements in inventory quantities between the
accounting records and the results of the sampling and assays performed as part of the year-end physical stock counts.
We also considered the reasonableness of the downward adjustment to stock quantities that are not yet in a final refined state
to recognise the estimation uncertainty inherent in the sampling and assays and the fact that not all of the material will eventually
be recovered as refined metal. We assessed this by reference to historical experience of the Company and asked the independent
metallurgists to calculate an average percentage sampling or calculation error at each stage of the production process.
We also obtained the NRV calculations, agreed stock quantities in those calculations to the accounting records, and tested
prices by reference to externally available data in the market. We also considered the adequacy of the Group’s disclosures
about the metal inventory.
•
Our findings: We found that we had no concerns concerning the independent metallurgists competence. The physical quantities
of inventory were in line with the independent metallurgists’ findings and that the assumptions used to estimate the loss of
metal at each stage of the production process to be balanced. We found no errors in the net realisable value calculation.
We found the Group’s disclosures concerning inventory estimates and valuation to be proportionate in their description.
Special items – (costs relating to restructuring)
Refer to the Report from the Audit & Risk Committee, and Note 3 Special items
•
The risk: Special items are those items that the Group believes should be separately disclosed on the face of the income
statement to assist in the understanding of the financial performance achieved by the Group. Due to a decline in the performance
and outlook of the PGM industry during the 2015 financial year, the Board and executive management have undertaken a
review of the Group's business and capital structure which included the development of a Business Plan. The Business Plan
includes a restructuring of the business that incorporates shaft closures and redundancies. There is specific guidance in
accounting standards addressing when a provision for restructuring should be recognised although there is an inherent
element of judgement in any provision. In addition, as discussed above, there is a risk of impairment of non-financial assets
and the HDSA receivable which if impaired would result in a charge to the income statement disclosed as a special item.
There is an inherent element of judgement in what constitutes a ‘special item’ and hence there is a risk that costs presented
as ‘special items’ are overstated.
•
Our response: Our audit procedures included verifying that the actions taken by management in relation to the restructuring
met the accounting standards criteria for recognition of a restructuring provision at 30 September 2015. We inspected
communications made to employees and the Unions and also the Directors’ detailed plans for restructuring. We re-performed
the calculations, agreeing a sample of payments made at 30 September 2015 to the underlying accounting records and
payroll records. We performed analytical procedures over the accrual for future redundancies announced but not yet paid.
We assessed whether the costs were appropriately classified as ‘special’ by reference to our understanding of the business
and the Group’s definition of such items.
•
Our findings: We found that the accounting standards criteria for recognising a restructuring provision at 30 September 2015 were
met and that the cost is appropriately classified as special items. For those costs where assumptions and estimates had to be
made, we found them to be balanced. We found the impairment of non-financial assets and the HDSA receivable classification
as special items to be appropriate given our understanding of the business and the Group’s definition of such items.
Lonmin Plc
Annual Report and Accounts 2015
/ 129
Financial Statements
Independent Auditor’s Report
to the Members of Lonmin Plc Only
Opinions and conclusions arising from our audit (continued)
In reaching our audit opinion on the financial statements we took into account the findings that we describe above and those for
other, lower risk areas. Overall the findings from across the whole audit are that the financial statements use some mildly optimistic
estimates. However, compared with materiality and considering the qualitative aspects of the financial statements as a whole, we
have not modified our opinion on the financial statements.
01 /
We report to the Audit Committee any corrected and uncorrected identified misstatements exceeding $650,000, in addition to
other identified misstatements that warranted reporting on qualitative grounds.
02 /
Whilst Lonmin Plc is a UK company, all of the Group’s significant operations are located in South Africa. Audits for Group reporting
purposes were performed by component auditors in South Africa over five of the Group’s 16 reporting components. The Group
audit team performed audits over four components, including Lonmin Plc as a standalone entity, along with the audit of the Group,
including consolidation-type adjustments. These audits gave an audit coverage of 100% of Group turnover, 100% of Group loss
before taxation and 96% of the Group’s total assets.
Governance
Strategic Report
Our application of materiality and an overview of the scope of our audit
The materiality for the Group financial statements as a whole was set at $13 million (2014 – $14.5 million) determined with
reference to a benchmark of Group’s total assets of $4,463 million before impairment, which we consider to be a more stable
benchmark than profit. Materiality represents 0.3% of Group total assets before impairment. The 2014 materiality for the Group
financial statements as a whole was set at $14.5 million determined with reference to a benchmark of Group revenue, normalised
to exclude the effect of the one-off reduction in revenue in the year due to strike action, of $1,520 million (being the 2013 actual
revenue). The decision to change benchmark to Group assets from revenue was the result of the recent decline in commodity prices
which has led to significant variations in revenue in recent years whilst the core operations have not significantly changed.
Furthermore, in the current year there is an increased focus on the balance sheet given the risk around impairment and going
concern. The reduction in materiality in absolute terms is due to the increased risks faced by the Group, including those
contributing to the risks of material misstatement above.
The Group audit team instructed component auditors as to the significant areas to be covered, including the relevant risks detailed
above and the information to be reported back. The Group audit team approved the component materialities, which ranged from
$0.3 million to $12.35 million, having regard to the mix of size and risk profile of the Group across the components.
the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies
Act 2006; and
•
the information given in the Strategic Report and Directors’ Report for the financial year for which the financial statements are
prepared is consistent with the financial statements.
•
the Directors’ Viability Statement, concerning the principal risks, their management, and, based on that, the Directors’
assessment and expectations of the Group’s continuing in operation over the 3 years to September 2018; or
•
the disclosures in Note 1 of the financial statements concerning the use of the going concern basis of accounting.
we have identified material inconsistencies between the knowledge we acquired during our audit and the Directors’ statement
that they consider that the Annual Report and financial statements taken as a whole is fair, balanced and understandable and
provides the information necessary for shareholders to assess the Group’s performance, business model and strategy; or
•
the Report from the Audit & Risk Committee does not appropriately address matters communicated by us to the Audit
Committee.
www.lonmin.com
Shareholder Information
•
05 /
We have nothing to report in respect of the matters on which we are required to report by exception
Under ISAs (UK and Ireland), we are required to report to you if, based on the knowledge we acquired during our audit, we have
identified other information in the Annual Report that contains a material inconsistency with either that knowledge or the financial
statements, a material misstatement of fact, or that is otherwise misleading. In particular, we are required to report to you if:
A Deeper Look
We have nothing further to report on the disclosures of principal risks
Based on the knowledge we acquired during our audit, except as discussed in the Emphasis of Matter – Going Concern section
above, we have nothing material to add or draw attention to in relation to:
04 /
•
Financial Statements
Our opinion on other matters prescribed by the Companies Act 2006 is unmodified
In our opinion:
03 /
The Group audit team was physically present in South Africa for the duration of the substantive testing phase of the South African
audit and review engagements. In doing so, the Group audit team was actively involved in the direction of the audits and review
engagements performed by the component auditors for Group reporting purposes, along with the consideration of findings and
determination of conclusions drawn. The Group audit team conducted planning meetings with the component auditors around the
audit approach to significant risk areas such as inventory and reviewed the scope and responsibilities of specialists engaged by the
component auditors.
/ 130 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Independent Auditor’s Report
to the Members of Lonmin Plc Only
Opinions and conclusions arising from our audit (continued)
Under the Companies Act 2006 we are required to report to you if, in our opinion:
•
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been
received from branches not visited by us; or
•
the parent company financial statements and the part of the Directors’ Remuneration Report to be audited are not in
agreement with the accounting records and returns; or
•
certain disclosures of Directors’ remuneration specified by law are not made; or
•
we have not received all the information and explanations we require for our audit.
Under the Listing Rules we are required to review:
•
the Directors’ statements, in relation to going concern and longer-term viability; and
•
the part of the Corporate Governance Statement in the Directors’ Report – Governance relating to the Company’s compliance
with the eleven provisions of the 2014 UK Corporate Governance Code specified for our review.
We have nothing to report in respect of the above responsibilities.
Scope and responsibilities
As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view. A description of the scope of an audit of financial statements
is provided on the Financial Reporting Council’s website at www.frc.org.uk/auditscopeukprivate. This report is made solely to the
Company’s members as a body and is subject to important explanations and disclaimers regarding our responsibilities, published
on our website at www.kpmg.com/uk/auditscopeukco2014b, which are incorporated into this report as if set out in full and should
be read to provide an understanding of the purpose of this report, the work we have undertaken and the basis of our opinions.
Robert Seale (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London, E14 5GL
9 November 2015
Responsibility Statement of the Directors in Respect
of the Annual Report and Accounts
We confirm that to the best of our knowledge:
•
the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of
the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation
taken as a whole; and
•
the management report required by DTR 4.1.8R (contained in the Strategic Report and the Directors’ Report) includes a fair
review of the development and performance of the business and the position of the Company and the undertakings included
in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
Brian Beamish
Chairman
9 November 2015
Simon Scott
Chief Financial Officer
Lonmin Plc
Annual Report and Accounts 2015
/ 131
Financial Statements
Consolidated Income Statement
for the year ended 30 September
(Loss) / profit before taxation
Income tax credit iv
965
(52)
(1,966)
194
(142)
(307)
–
(113)
(142)
(1,884)
–
20
(255)
–
(2,018)
–
36
(275)
(5)
52
–
26
(28)
(4)
(307)
(1)
18
(80)
(2)
(255)
(1)
44
(108)
(6)
(143)
35
(2,119)
328
(2,262)
363
46
(5)
(372)
128
(326)
123
(108)
(1,791)
(1,899)
41
(244)
(203)
(94)
(14)
(1,567)
(224)
(1,661)
(238)
31
10
(219)
(25)
(188)
(15)
2014
Underlying
$m
1,293
–
1,293
21
(155)
(73)
(1,811)
13
(134)
–
16
(20)
(5)
7
2
31
4
14
6
6
(Loss) / profit for the year
Loss per share
8
(285.5)c
(33.0)c
Diluted loss per share v
8
(285.5)c
(33.0)c
03 /
Consolidated Statement of Comprehensive Income
for the year ended 30 September
Loss for the year
2014
Total
$m
(4)
(8)
(1)
(3)
(12)
(4)
Total comprehensive loss for the period
(1,911)
(207)
Attributable to:
– Equity shareholders of Lonmin Plc
– Non-controlling interests
(1,672)
(239)
(192)
(15)
(1,911)
(207)
Items that may be reclassified subsequently to the income statement
– Change in fair value of available for sale financial assets
– Foreign exchange loss on retranslation of equity accounted investments
Total other comprehensive expenses for the period
14
13
A Deeper Look
(203)
04 /
(1,899)
Financial Statements
Note
2015
Total
$m
Governance
Attributable to:
– Equity shareholders of Lonmin Plc
– Non-controlling interests
i
02 /
–
Strategic Report
Operating (loss) / profit iii
Impairment of available for sale financial assets
Finance income
Finance expenses
Share of loss of equity accounted investments
965
01 /
(LBITDA) / EBITDA ii
Depreciation, amortisation and impairment
2014
Total
$m
2015
Total
$m
Note
Revenue
Special
items
(note 3)
$m
Special
items
(note 3)
$m
2015
Underlying i
$m
Footnotes:
i Underlying results are based on reported results excluding the effect of special items as defined in note 3.
05 /
ii (LBITDA) / EBITDA is operating (loss) / profit before depreciation, amortisation and impairment of goodwill, intangibles and property, plant and equipment.
Shareholder Information
iii Operating (loss) / profit is defined as revenue less operating expenses before impairment of available for sale financial assets, finance income and expenses
and share of (loss) / profit of equity accounted investments.
iv The income tax credit substantially relates to overseas taxation and includes net foreign exchange gains of $48 million (2014 – $42 million) as disclosed in note 7.
v Diluted (loss) / earnings per share is based on the weighted average number of ordinary shares in issue adjusted by dilutive outstanding share options.
www.lonmin.com
/ 132 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Consolidated Statement of Financial Position
as at 30 September
2015
$m
2014
$m
–
94
1,477
26
38
19
40
457
2,882
28
–
27
1,654
3,434
281
71
1
102
320
373
76
2
337
143
775
931
(208)
(39)
(505)
(23)
(244)
–
(86)
(27)
(775)
(357)
–
574
–
(9)
(3)
–
(122)
(86)
(376)
–
(23)
(141)
(134)
(626)
1,520
3,382
586
1,448
88
(493)
570
1,411
88
1,164
Attributable to equity shareholders of Lonmin Plc
Attributable to non-controlling interests
1,629
(109)
3,233
149
Total equity
1,520
3,382
Note
Non-current assets
Goodwill
Intangible assets
Property, plant and equipment
Equity accounted investments
Royalty prepayment
Other financial assets
Current assets
Inventories
Trade and other receivables
Tax recoverable
Other financial assets
Cash and cash equivalents
Current liabilities
Trade and other payables
Provisions
Interest bearing loans and borrowings
Deferred revenue
10
11
12
13
30
14
15
16
14
29
17
22
18
19
Net current assets
Non-current liabilities
Interest bearing loans and borrowings
Deferred tax liabilities
Deferred royalty payment
Deferred revenue
Provisions
18
21
30
19
22
Net assets
Capital and reserves
Share capital
Share premium
Other reserves
(Accumulated loss) / retained earnings
24
24
The financial statements of Lonmin Plc, registered number 103002, were approved by the Board of Directors on 9 November 2015
and were signed on its behalf by:
Brian Beamish
Simon Scott
Chairman
Chief Financial Officer
Lonmin Plc
Annual Report and Accounts 2015
/ 133
Financial Statements
Consolidated Statement of Changes in Equity
for the year ended 30 September
Equity interest
Called
up share
capital
$m
Share
premium
account
$m
At 1 October 2013
Loss for the year
Total other comprehensive expenses:
– Changes in settled cash flow hedges
released to the income statement
– Foreign exchange loss on
retranslation of equity accounted
investments
Transactions with owners, recognised
directly in equity:
– Share-based payments
– Shares issued on exercise of
share options
– Dividends (refer to note 9)
569
–
–
1,411
–
–
88
–
–
1,341
(188)
(4)
3,409
(188)
(4)
201
(15)
–
3,610
(203)
(4)
–
–
–
(1)
(1)
–
(1)
–
–
–
(3)
(3)
–
(3)
1
–
–
–
–
–
15
15
16
15
(37)
–
(21)
15
1
–
–
–
–
–
–
–
1
–
–
(37)
1
(37)
At 30 September 2014
570
1,411
88
1,164
3,233
149
3,382
Other
reserves i
$m
Retained
earnings ii
$m
Total
$m
Noncontrolling
interests iii
$m
Total
equity
$m
01 /
Strategic Report
02 /
Governance
Equity interest
1,411
–
–
88
–
–
1,164
(1,661)
(11)
3,233
(1,661)
(11)
149
(238)
(1)
3,382
(1,899)
(12)
–
–
–
(4)
(4)
–
(4)
–
–
–
(7)
(7)
(1)
(8)
16
–
37
–
–
–
15
15
68
15
(19)
–
49
15
3
–
–
–
3
–
3
13
–
37
–
–
–
–
–
50
–
–
(19)
50
(19)
At 30 September 2015
586
1,448
88
(493)
1,629
(109)
1,520
Total
equity
$m
iii Non-controlling interests represent a 13.76% effective shareholding in each of EPL, WPL and Messina Limited and a 19.87% effective shareholding in Akanani.
iv During the year 3,120,687 share options were exercised (2014 – 1,206,465) on which $3 million of cash was received (2014 – $1 million).
v In December 2014, Lonmin concluded a series of shareholding agreements with the Bapo ba Mogale Traditional Community (the Bapo) which enabled
Lonmin to meet its BEE equity ownership target as required under the Mining Charter. Refer to note 30 for more detail.
www.lonmin.com
Shareholder Information
ii (Accumulated loss) / retained earnings include a $17 million debit of accumulated exchange on retranslation of equity accounted investments (2014 – $9 million
debit) and $nil of accumulated credits in respect of fair value movements on available for sale financial assets (2014 – $4 million accumulated credits).
05 /
Footnotes:
i Other reserves at 30 September 2015 represent the capital redemption reserve of $88 million (2014 – $88 million).
A Deeper Look
570
–
–
Total
$m
Noncontrolling
interestsiii
$m
04 /
At 1 October 2014
Loss for the year
Total other comprehensive expenses:
– Change in fair value of available
for sale financial assets
– Foreign exchange loss on
retranslation of equity accounted
investments
Transactions with owners,
recognised directly in equity:
– Share-based payments
– Shares issued on exercise of
share options iv
– Share capital and share premium
recognised on the BEE transaction v
– Dividends (refer to note 9)
Other
reserves i
$m
Financial Statements
Share
premium
account
$m
03 /
Retained
earnings /
(Accumulated
loss) ii
$m
Called
up share
capital
$m
/ 134 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Consolidated Statement of Cash Flows
for the year ended 30 September
Note
Loss for the year
Taxation
Share of loss of equity accounted investments
Finance income
Finance expenses
Impairment of available for sale financial assets
Non-cash movement on deferred revenue
Depreciation, amortisation and impairment
Change in inventories
Change in trade and other receivables
Change in trade and other payables
Change in provisions
Share-based payments
Loss on disposal of property, plant and equipment
BEE charge
2015
$m
2014
$m
(1,899)
(363)
5
(36)
275
–
(27)
1,966
92
6
(38)
3
15
3
13
(203)
(123)
6
(44)
108
1
(20)
142
76
7
(51)
(14)
15
–
–
Cash inflow / (outflow) from operations
Interest received
Interest and bank fees paid
Tax paid
15
3
(27)
(3)
(100)
15
(31)
–
Cash outflow from operating activities
(12)
(116)
(7)
(134)
(2)
(1)
(91)
(2)
(143)
(94)
(19)
391
(60)
–
3
(37)
605
(518)
88
1
315
139
(71)
201
13
143
Cash flow from investing activities
Contribution to joint venture
Purchase of property, plant and equipment
Purchase of intangible assets
7
13
6
6
3
19
13
Cash used in investing activities
Cash flow from financing activities
Dividends paid to non-controlling interests
Proceeds from current borrowings
Repayment of current borrowings
Proceeds from non-current borrowings
Issue of other ordinary share capital
29
29
29
Cash inflow from financing activities
Increase / (decrease) in cash and cash equivalents
Opening cash and cash equivalents
Effect of foreign exchange rate changes
29
29
160
143
17
Closing cash and cash equivalents
29
320
29
Lonmin Plc
Annual Report and Accounts 2015
/ 135
Financial Statements
Notes to the Accounts
1
Statement on accounting policies
Reporting entity
Lonmin Plc (the “Company”) is a company incorporated in the UK. The address of the Company’s registered office is
4 Grosvenor Place, London, SW1X 7YL. The consolidated financial statements of the Company as at and for the year ended
30 September 2015 comprise the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interest
in equity accounted investments.
The Company has elected to prepare its parent company financial statements in accordance with United Kingdom generally
accepted accounting practice (UK GAAP). The parent company financial statements present information about the Company
as a separate entity and not about its Group.
Strategic Report
Statement of compliance
The Group financial statements have been prepared in accordance with International Financial Reporting Standards as
adopted by the EU (adopted IFRSs) and approved by the Directors on this basis.
01 /
Basis of preparation
The financial statements were approved by the Board of Directors on 9 November 2015.
Derivative financial instruments are measured at fair value.
•
Available for sale assets are measured at fair value.
•
Liabilities for cash settled share-based payment arrangements are measured at fair value.
•
Non-current assets held for sale are stated at the lower of their carrying amount and fair value less cost to sell.
Governance
•
02 /
Basis of measurement
The financial statements are prepared on the historical cost basis except for the following:
Going concern
In determining the appropriate basis of preparation of the financial statements, the Directors are required to consider whether
the Group can continue in operational existence for the foreseeable future.
Adverse movements in the Rand / Dollar exchange rate and PGM commodity prices or a combination thereof;
•
Failure to meet forecast production targets.
www.lonmin.com
Shareholder Information
The planned Rights Issue is conditional upon the Resolution being passed by the Company’s shareholders at the General
Meeting on 19 November 2015, on Admission of the New Shares to the premium listing segment of the Official List,
Admission of the Nil Paid Rights to trading on the LSE, Admission of the Letters of Allocation and New Shares to trading on
the JSE and on the Underwriting Agreement becoming unconditional. Therefore, if the Resolution is not passed by the
Company’s shareholders at the General Meeting on 19 November 2015, or any of these events do not occur, the planned
Rights Issue will not proceed. If the planned Rights Issue does not proceed the Amended Facilities will not come into effect.
05 /
The Directors have concluded that the Group’s new capital structure, after a successful Rights Issue and debt facilities
amendments, provides sufficient headroom to cushion against downside operational risks and reduces the risk of breaching
new debt covenants under the Amended Facilities.
A Deeper Look
•
04 /
The Directors have prepared cash flow forecasts for a period in excess of 12 months. Various scenarios have been considered
to test the Group’s resilience against operational risks including:
Financial Statements
The Board’s review of the Group’s capital structure has resulted in significant steps being taken to strengthen our financial
position. As noted in note 32, the Company entered into an agreement with J.P Morgan Securities Plc, HSBC Bank Plc
and The Standard Bank of South Africa Limited to fully underwrite approximately $407 million of the planned Rights Issue
(before issuance costs and other charges). In conjunction with the planned Rights Issue, the Company has negotiated certain
amendments to the terms of the Group’s existing debt facilities which are detailed in note 32. The Amended Facilities will only
come into effect if a Resolution approving the planned Rights Issue to be held at a General Meeting on 19 November 2015
is passed by the Company’s shareholders and $350 million of net cash proceeds are received.
03 /
The financial performance of the Group is dependent upon the wider economic environment in which the Group operates.
Factors exist which are outside the control of management which can have a significant impact on the business, specifically,
volatility in the Rand / US Dollar exchange rate and PGM commodity prices. Despite the operational and cost containment
achievements of the Group over the last 12 months, the declining PGM price environment has put the Group’s cash flows and
profitability under pressure. The Directors have determined that the Group needs to take further decisive measures to improve
its ability to operate in the current PGM pricing environment and to enable the Group to benefit from any recovery in PGM
prices in the medium to long term. The Board and executive management have reviewed the Group’s business and capital
structure and developed the Business Plan in order to be able to deal effectively with the effects of a continuation of the
current low PGM price environment. Key elements of the business plan are the reduction of fixed cost expenses, removal
of high cost production and the minimising of capital expenditure while preserving the ability of the business to increase
production when PGM markets improve.
/ 136 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Accounts
1
Statement on accounting policies (continued)
Basis of preparation (continued)
Going concern (continued)
Although the Group would have some options available to it that, in the event that the Proposed Rights Issue is not completed
and the Amended Facilities Agreements do not come into effect, might potentially reduce the risk that the Group would be
unable to meet its obligations as they fall due, no assurance can be given that any such options would be successful,
particularly given the limited time that would be available to the Group. Such options might include:
•
seeking to agree with the Group’s existing lenders or other parties an alternative refinancing of the Existing Facilities; and
•
seeking to dispose of some or all of the Group’s assets or a merger or acquisition transaction involving the Company
(although there is no certainty that such sales or transactions could be realised in the available timeframe on acceptable
terms, or at all).
As these actions require the participation, agreement or approval of external parties, the Directors are not confident that any
such alternative courses of action could be achieved in the limited time available, or that they ultimately would be successful.
Accordingly, the Directors believe that the successful completion of the planned Rights Issue and implementation of the
Amended Facilities Agreements represents the best option available to the Company. The need for shareholder approval of
the planned Rights Issue therefore represents a material uncertainty that may cast significant doubt about the Group’s and
Company’s ability to continue as a going concern such that the they may be unable to realise their assets and discharge their
liabilities in the normal course of business.
Nevertheless, based on the Group’s expectation that the conditions of the planned Rights Issue will be met, in addition to the
Group’s current trading and forecasts, the Directors believe that the Group will be able to comply with its financial covenants
under the Amended Facilities, and be able to meet its obligations as they fall due, and accordingly have formed a judgement
that it is appropriate to prepare the financial statements on a going concern basis. Therefore, these financial statements do
not include any adjustments that would result if the going concern basis on preparation is inappropriate.
Functional and presentation currency
The consolidated financial statements are presented in US Dollars (rounded to the nearest million), which is the functional
currency of the Company and its principal operations.
Use of estimates and judgements
The preparation of financial statements in conformity with adopted IFRSs requires the Directors to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimates are revised and in any future periods affected.
Judgements that have been made in the process of applying accounting policies and that have the most significant effect on
the amounts recognised in the financial statements, and estimates made that have a significant risk of resulting in a material
adjustment to the carrying amounts of assets and liabilities within the next financial year, are as follows:
Impairment of non-financial assets
In determining the recoverable amount of goodwill, intangible assets and property, plant and equipment, judgement is
required in determining key inputs into valuation models. The key assumptions, and the Directors approach for determining
these, are described in the policy on Impairment – Non-financial assets.
Recoverability of the HDSA receivable
As described in the policy on Impairment – financial assets, an assessment is made at each reporting period to determine
whether there is objective evidence that the HDSA receivable is impaired. This assessment for indicators of a loss event,
involves a high degree of judgement.
The assessment is based on the value of the security which is primarily driven by the value of Incwala’s underlying investments
in WPL, EPL and Akanani. The same valuation models for the Marikana and Akanani CGUs that are prepared to assess
“Impairment of non-financial assets” above are used as the basis for determining the value of Incwala’s investments. Thus similar
judgements apply around the determination of key assumptions in those valuation models.
The results of this assessment as well as sensitivities are described in note 20a.
Physical quantities of inventory (excluding consumables)
Inventory is held in a wide variety of forms across the value chain reflecting the stage of refinement. Prior to production as final
metal the inventory is always contained within a carrier material. As such inventory is typically sampled and assays taken to
determine the metal content and how this is split by metal. Measurement and sampling accuracy can vary quite significantly
depending on the nature of the vessels and the state of the material. An allowance for estimation uncertainty is applied to the
various categories of inventory and is dependent on the degree to which the nature and state of material allows for accurate
measurement and sampling. The range used for the estimation allowance is between 2% and 5%. The percentage used is
based on the level of confidence obtained from the outcome of the stock take. Those results are applied in arriving at the
appropriate quantities of inventory.
Lonmin Plc
Annual Report and Accounts 2015
/ 137
Financial Statements
Notes to the Accounts
1
Statement on accounting policies (continued)
Basis of preparation (continued)
New standards and amendments in the year
The following revised IFRSs have been adopted in these financial statements. The application of these IFRSs did not have any
material impact on the amounts reported for the current and prior years:
•
IAS 32 – Offsetting financial assets and financial liabilities. The amendments clarify when an entity can offset financial
assets and financial liabilities.
•
IAS 39 – Financial Instruments: Recognition and Measurement requires an entity to discontinue hedge accounting if the
derivative hedging instrument is novated to a clearing counterparty, unless the hedging instrument is being replaced as
part of the entity’s original documented hedging strategy.
•
IFRIC 21 – Levies. Levies have become more common in recent years, with governments in a number of jurisdictions
introducing levies to raise additional income. IFRIC 21 provides guidance on accounting for levies in accordance with
IAS 37 – Provisions, Contingent Liabilities and Assets.
Basis of consolidation
Change in subsidiary ownership and loss of control
Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
A Deeper Look
Where necessary, adjustments are made to the financial statements of subsidiaries, associates and joint ventures to bring the
accounting policies used in line with those used by the Group.
04 /
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. In assessing
control, the Group takes into consideration potential voting rights that are currently exercisable. The acquisition date is the
date on which control is transferred to the acquirer. The financial statements of subsidiaries are included in the consolidated
financial statements from the date that control commences until the date that control ceases. Losses applicable to the
non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling
interests to have a deficit balance.
Financial Statements
Significant accounting policies
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in
these Group financial statements, and have been applied consistently by Group entities.
03 /
There were no other new standards, interpretations or amendments to standards issued and effective for the year which
materially impacted the Group’s financial statements.
Governance
IFRS 10, IFRS 11 and amendments to IAS 28 regarding Consolidated Financial Statements, Joint Arrangements and
Investments in Associates and Joint Ventures did not have a material impact on the amounts reported for the current and
prior years. IFRS 12 – Disclosure of Interests in Other Entities did have a disclosure impact on the Group’s financial statements.
02 /
•
Strategic Report
Restructuring cost provision
The provision for restructuring costs was calculated using the separation costs already paid per person to those who exited
before year end as a base for the cost estimation.
01 /
Net realisable value of inventory (excluding consumables)
Inventory is measured at the lower of cost and estimated net realisable value. Metal stock that has a cost that is more than
the net realisable value is written down to its net realisable value. Market listed PGM prices adjusted for downstream recovery
losses and processing costs (based on the latest cumulative unit cost per ounce) are used as the basis of determining the net
realisable value. The range used for the net realisable value calculation varies between 87% and 99% depending on the type
of material and the stage of refinement of the material.
Where the Group loses control of a subsidiary, the assets and liabilities are derecognised along with any related NCI and other
components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is
measured at fair value when control is lost.
Shareholder Information
www.lonmin.com
05 /
Associates
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating
policies. Significant influence is presumed to exist when the Group holds between 20 and 50 percent of the voting power of
another entity.
/ 138 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Accounts
1
Statement on accounting policies (continued)
Basis of consolidation (continued)
Application of the equity method to associates and joint ventures
Associates and joint ventures are accounted for using the equity method (equity accounted investees) and are initially
recognised at cost. The Group’s investment includes goodwill identified on acquisition, net of any accumulated impairment
losses. The consolidated financial statements include the Group’s share of the total comprehensive income and equity
movements of equity accounted investees, from the date that significant influence or joint control commences until the date
that significant influence or joint control ceases. When the Group’s share of losses exceeds its interest in an equity accounted
investee, the Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent
that the Group has incurred legal or constructive obligations or made payments on behalf of an investee.
Where an associate owns an equity interest in a Group entity an adjustment is made to the equity accounting and the
non-controlling interest to avoid double counting. Any difference between the adjustment to the investment in the associate
and non-controlling interest is taken directly to equity.
Transactions eliminated on consolidation
Intra-Group balances and transactions, and any unrealised income and expenses arising from intra-Group transactions, are
eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with associates and
joint ventures are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are
eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
Foreign currency
Transactions denominated in foreign currencies are translated into the respective functional currencies of the Group entities
using the exchange rates prevailing at the dates of transactions. Monetary assets and liabilities denominated in foreign
currencies at the financial reporting date are retranslated into the functional currency at the rates of exchange ruling at the
financial reporting date. Non-monetary assets and liabilities are translated at the historic rate.
Foreign currency differences arising on retranslation are recognised in the income statement, except for differences arising on
the retranslation of available for sale financial assets and equity accounted investments which are recognised directly in equity.
Foreign currency gains and losses are reported on a net basis.
Revenue
Revenue is derived from the sale of metal inventories and is measured at the fair value of consideration received or receivable,
after deducting discounts, volume rebates, value added tax and other sales taxes. A sale is recognised when: the significant
risks and rewards of ownership have passed to the buyer (this is generally when title and insurance risk have passed to the
customer, and the goods have been delivered to a contractually agreed location); recovery of the consideration is probable;
the associated costs and possible return of goods can be estimated reliably; there is no continuing management involvement
with the goods, and the amount of revenue can be measured reliably. In certain circumstances, for example sometimes in the
sale of part-processed material, metal prices at the point of sale may be provisional. The impact of changes in metal prices to
the point of settlement are reflected through revenue and receivables.
All third party metal sales are recognised as revenue. The Group does not credit capitalised development costs with income
arising from production in development phases but rather recognises such metal as inventory (see Inventories policy).
Finance income and expenses
Finance income comprises interest on funds invested (including available for sale financial assets), dividend income, gains on
the disposal of available for sale financial assets net of costs of disposal and gains on hedging instruments that are recognised
in the income statement.
Interest income is accrued on a time basis by reference to the principal outstanding and the effective interest rate applicable.
Dividend income from investments is recognised when the Group’s rights to receive payment have been established.
Finance expenses comprise interest expense on borrowings, bank fees (including bank fees which are capitalised and
amortised over the life of the facility), unwinding of discount on provisions and losses on hedging instruments that are
recognised in the income statement.
All borrowing costs are recognised in the income statement using the effective interest method except for borrowing costs
which are directly attributable to the acquisition, or construction of an asset. Such costs are capitalised to property, plant and
equipment or intangible assets during the period of construction or development provided that future economic benefit is
considered probable. Capitalised interest is shown as interest paid in the consolidated statement of cash flows.
The Company’s accounting policies in respect of the hybrid financial instrument issued to it by Shanduka, its BEE partner,
are detailed in the financial instruments section.
Expenditure
Expenditure is recognised in respect of goods and services received.
Lonmin Plc
Annual Report and Accounts 2015
/ 139
Financial Statements
Notes to the Accounts
1
Statement on accounting policies (continued)
Research and development
Research expenditure is charged to the income statement in the period in which it is incurred.
Development expenditure which meets the recognition criteria for an intangible asset under IAS 38 – Intangible Assets, is
capitalised and then amortised over the useful economic life of the developed asset, otherwise it is charged to the income
statement as incurred. Borrowing costs related to the development of qualifying assets are capitalised.
Strategic Report
Exploration and evaluation expenditure
Exploration and evaluation expenditure relates to costs incurred on the exploration for and evaluation of potential mineral
reserves and includes costs relating to the following: acquisition of exploration rights; conducting geological studies;
exploratory drilling and sampling and evaluating the technical feasibility and commercial viability of extracting a mineral
resource as well as capitalised interest.
01 /
Capitalised development expenditure is recognised at cost, and subsequently carried at cost less any accumulated
impairment losses, where it can be demonstrated that the expenditure will result in completion of an asset which, when
available for use or sale, will result in future economic benefit arising for the Group.
Expenditure incurred on activities that precede exploration for and evaluation of mineral resources, being all expenditure
incurred prior to securing the legal rights to explore an area, is expensed immediately.
Governance
Pre-feasibility studies involve the review of one or more potential development options with the aim of moving forward to the
more detailed feasibility study stage. Expenditure related to such studies is expensed in full as there is insufficient certainty
that future economic benefit will be generated at this stage of a project.
02 /
Expenditure towards in-house exploration for and evaluation of potential mineral reserves for each area of interest is expensed
until it is considered probable that future economic benefit will arise through further exploration and subsequent development
of the area of interest or, alternatively, by its sale.
Expenditure relating to feasibility studies which support the technical feasibility and commercial viability of an area is
capitalised under exploration and evaluation assets.
Capitalised exploration and evaluation expenditure is a class of assets which are not available for use. Therefore amortisation
is not provided on such assets.
The fair value of the amount payable to employees in respect of share appreciation rights, which are settled in cash, is recognised
as an expense, with a corresponding increase in liabilities, over the period that the employees become unconditionally entitled
to payment. The liability is remeasured at each reporting date and at settlement date. Any changes in the fair value of the
liability are recognised as a personnel expense in the income statement.
www.lonmin.com
Shareholder Information
Pensions and other post-retirement benefits
The Group operates a number of defined contribution schemes in accordance with local regulations. A defined contribution
plan is a post-employment benefit plan under which the Group pays fixed contributions into a separate legal entity and has no
legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are
recognised as an employee benefit expense in the income statement when they are due.
05 /
The fair value of each option or share appreciation right is determined using either a Black-Scholes option pricing model or a
Monte Carlo projection model, depending on the type of the award. Market related performance conditions are reflected in the
fair value of the share. Non-market related performance conditions are allowed for using a separate assumption about the
number of awards expected to vest; the final charge made reflects the numbers actually vested on the basis that non-market
conditions are met.
A Deeper Look
Share-based payments
From the grant date, the fair value of options granted to employees is recognised as an employee expense, with a
corresponding increase in equity, over the period that the employees become unconditionally entitled to the shares.
04 /
Mineral mining rights, which are obtained following the completion of a feasibility study, are not included within exploration
and evaluation expenditure. They are capitalised at cost under IAS 38 – Intangible Assets and are amortised on a units of
production basis over the life of the mine.
Financial Statements
Expenditure on purchased exploration and evaluation assets is capitalised at fair value at the time of purchase. Subsequent
expenditure may be capitalised at cost. Carrying values are subject to impairment reviews as per the Group’s policy.
Exploration and evaluation expenditure is classified as property, plant and equipment or intangible depending on the nature
of the expenditure.
03 /
Where a feasibility study reaches a favourable conclusion, accumulated exploration and evaluation costs are transferred to
mineral rights within intangibles or capital work in progress within property, plant and equipment as appropriate on
commencement of the development phase of the related project. Where the feasibility study reaches an adverse conclusion,
any previously capitalised exploration and evaluation expenditure is written off immediately.
/ 140 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Accounts
1
Statement on accounting policies (continued)
Taxation
Income tax expense comprises current and deferred tax. Income tax is recognised in the income statement except to the
extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax to be paid or recovered on the taxable income for the year, using the tax rates enacted or
substantively enacted at the reporting date during the periods being reported upon, and any adjustments to tax payable in
respect of previous years.
Deferred tax as directed by IAS 12 – Income Taxes is recognised in respect of certain temporary differences identified at the
financial reporting date. Temporary differences are differences between the carrying amount of the Group’s assets and
liabilities and their tax base.
A deferred tax liability is recognised in a business combination in respect of any identified intangible asset representing the
difference between the fair value of the acquired asset and its tax base. Recognition of a deferred tax liability in respect of such
a difference gives rise to a corresponding increase in goodwill recognised in the consolidated statement of financial position.
Deferred tax liabilities are offset against deferred tax assets within the same taxable entity or qualifying local tax group where
the entities have the right to settle current tax liabilities net. Any remaining deferred tax asset is recognised only when, on the
basis of all available evidence, it can be regarded as probable that there will be suitable taxable profits, within the same
jurisdiction, in the foreseeable future against which the deductible temporary difference can be utilised.
Deferred tax is provided on temporary differences arising in relation to investments in subsidiaries, jointly controlled entities
and associates, except where the timing of the reversal of the temporary difference can be controlled and it is probable that
the temporary difference will not reverse in the foreseeable future.
Business combinations and goodwill
Subject to the transitional relief in IFRS 1, all business combinations are accounted for by applying the acquisition method.
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which
control is transferred to the Group.
Acquisitions on or after 1 January 2010
For acquisitions on or after 1 January 2010, the Group measures goodwill at the acquisition date as:
•
the fair value of the consideration transferred; plus
•
the recognised amount of any non-controlling interests in the acquiree; plus
•
the fair value of the existing equity interest in the acquiree; less
•
the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities, are expensed as incurred.
Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is
classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the
fair value of the contingent consideration are recognised in profit or loss.
On a transaction-by-transaction basis, the Group elects to measure non-controlling interests either at its fair value or at its
proportionate interest in the recognised amount of the identifiable net assets of the acquiree at the acquisition date.
Acquisitions and disposals of non-controlling interests
Acquisitions and disposals of non-controlling interests that do not result in a change of control are accounted for as
transactions with owners in their capacity as owners and therefore no goodwill is recognised as a result of such transactions.
The adjustments to non-controlling interests are based on a proportionate amount of the net assets of the subsidiary. Any
difference between the price paid or received and the amount by which non-controlling interests are adjusted is recognised
directly in equity and attributed to the owners of the parent.
Prior to the adoption of IAS 27 (2008), goodwill was recognised on the acquisition of non-controlling interests in a subsidiary,
which represented the excess of the cost of the additional investment over the carrying amount of the interest in the net
assets acquired at the date of the transaction.
Goodwill
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash generating units and is not
amortised but is tested annually for impairment. In respect of equity accounted investees, the carrying amount of goodwill is
included in the carrying amount of the investment in the investee.
Lonmin Plc
Annual Report and Accounts 2015
/ 141
Financial Statements
Notes to the Accounts
1
Statement on accounting policies (continued)
Intangible assets
Intangible assets, other than goodwill, acquired by the Group have finite useful lives and are measured at cost less accumulated
amortisation and accumulated impairment losses. Where amortisation is charged on these assets, the expense is taken to the
income statement through operating costs.
Property, plant and equipment
Recognition
Property, plant and equipment is included in the statement of financial position at cost and subsequently less accumulated
depreciation and any accumulated impairment losses.
Governance
Gains and losses on disposals of an item of property, plant and equipment are determined by comparing the proceeds on
disposal with the carrying value of property, plant and equipment and are recognised net in the income statement.
02 /
Costs include expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets
includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working
condition for its intended use, and any other costs of dismantling and removing the items and restoring the site on which they
are located. Cost may also include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency
purchases of property, plant and equipment. Borrowing costs incurred on the acquisition or construction of qualifying assets
are capitalised to the cost of the asset.
Strategic Report
All other intangible assets are amortised over their useful economic lives subject to a maximum of 20 years and are tested for
impairment at each reporting date when there is an indication of a possible impairment.
01 /
Amortisation of mineral rights is provided on a ‘units of production’ basis over the remaining life of the mine to residual
value (20 to 40 years).
Componentisation
When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items (major components) of property, plant and equipment.
Capitalised development costs include expenditure incurred to develop new operations and to expand existing capacity.
Costs include interest capitalised during the period up to the level that the qualifying assets permit.
Rate
Units of production
Straight line
Straight line
Straight line
2.5% – 5.0% per annum
2.5% – 7.1% per annum
2.5% – 2.9% per annum
2.5% – 50.0% per annum
20 – 40 years
14 – 40 years
35 – 40 years
2 – 40 years
A Deeper Look
Shafts and underground
Metallurgical
Infrastructure
Other plant and equipment
Method
04 /
Depreciation
Depreciation is provided on a straight-line or units of production basis as appropriate over their expected useful lives or
the remaining life of the mine, if shorter, to residual value. The life of the mine is based on proven and probable reserves.
The expected useful lives of the major categories of property, plant and equipment are as follows:
Financial Statements
Capital work in progress
Development costs are capitalised and transferred to the appropriate category of property, plant and equipment when
available for use.
03 /
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it
is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured
reliably. The carrying amount of the replaced part is derecognised upon replacement. The costs of the day-to-day servicing
of property, plant and equipment are recognised in the income statement as incurred.
No depreciation is provided on surface mining land which has a continuing value and capital work in progress.
Residual values and useful lives are re-assessed annually and if necessary changes are accounted for prospectively.
05 /
Shareholder Information
www.lonmin.com
/ 142 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Accounts
1
Statement on accounting policies (continued)
Impairment – Non-financial assets (excluding inventories and deferred tax)
The Group’s principal non-financial assets (excluding inventories and deferred tax assets) are property, plant and equipment,
intangibles and goodwill associated with mining and processing activities. For the purpose of assessing recoverable amounts,
these assets are grouped into cash generating units (CGUs). The Group’s two key CGUs are:
i) Marikana, which includes Western Platinum Limited (WPL) and Eastern Platinum Limited (EPL). The Marikana CGU mines
and processes substantially all of the ore produced by the Group; and
ii) Akanani Mining (Proprietary) Limited (Akanani), an exploration and evaluation asset located on the Northern Limb of the
Bushveld Complex in South Africa.
The Group also includes the Limpopo CGU which is currently on care and maintenance.
Recoverable amount is the higher of fair value less costs to sell and value in use. At each financial reporting date, the Group
assesses whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount
of the assets is estimated in order to determine the extent of the impairment (if any).
Goodwill and intangible assets with an indefinite useful life are tested for impairment annually, regardless of whether an
indication of impairment exists.
Items of property, plant and equipment that are not in use are reviewed annually for impairment on a fair value less costs to
sell basis.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the
asset (or CGU) is reduced to its recoverable amount. Any impairment is recognised immediately as an expense.
Value in use
In assessing value in use, the estimated future cash flows, based on the most up to date business forecasts or studies for
exploration and evaluation assets, are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the assets for which estimates of future cash flows
have not been adjusted.
Management uses past experience and assessment of future conditions, together with external sources of information in
order to assign values to the key assumptions.
Management projects cash flows over the life of the relevant mining operation which is significantly greater than 5 years.
Projecting cash flows over a period longer than 5 years is in line with industry practice and is supported by the Group’s history
of the resources expected to be found being proven to exist. Management does not apply a growth rate because a detailed
life of mine plan is used to forecast future production volumes.
For each CGU, a risk-adjusted pre-tax discount rate is used for impairment testing. The key factors affecting the risk premium
applied are the relevant stage of the development of the asset in the CGU (extensions to existing operations having significantly
lower risk than evaluation projects for example), the level of knowledge and consistency of the ore body and sovereign risk.
Fair value less costs to sell
Fair value less costs to sell is determined by reference to the best information available to reflect the amount that the Group
could receive for the CGU in an arm’s length transaction.
When comparable market transactions or public valuations of similar assets exist these are used as a source of evidence.
However, the Group believes that mining CGUs tend to be unique and have their value determined largely by the nature of the
underlying ore body. The fair value therefore is typically determined by calculating the value of the CGU using an appropriate
valuation methodology such as calculating the post-tax net present value using a discounted cash flow forecast (as described
in value in use).
The fair value less costs to sell for Limpopo has been calculated using resource multiples from comparable market transactions.
Exploration and evaluation assets
Under IFRS 6 exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the
carrying amount of the assets may exceed their recoverable amount. When this occurs, any impairment loss is immediately
charged to the income statement.
Goodwill
The recoverable amount of goodwill, as allocated to relevant CGUs, is tested for impairment annually, or when such events or
changes in circumstances indicate that it may be impaired.
Any impairment is recognised immediately in the income statement.
Impairment losses within a CGU are allocated first to goodwill and then to reduce the carrying amounts of the other assets in
the unit on a pro-rata basis.
Lonmin Plc
Annual Report and Accounts 2015
/ 143
Financial Statements
Notes to the Accounts
1
Statement on accounting policies (continued)
Impairment – Financial assets (including receivables)
A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there
is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has
occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash
flows of that asset that can be estimated reliably.
Strategic Report
Reversal of impairment
At each financial reporting date, the Group assesses whether there is any indication that a previously recognised impairment
loss has reversed. An impairment loss is reversed if there has been a change in the estimates used to determine the
recoverable amount. An impairment loss is only reversed to the extent that the asset’s carrying amount does not exceed the
carrying amount that would have been determined, net of depreciation and amortisation, had the impairment not been made.
A reversal of impairment is recognised as income immediately except for previously impaired goodwill which is never reversed.
01 /
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its
carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest
rate. Interest on the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent
event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.
Leases
Rentals under operating leases are charged to the income statement on a straight-line basis.
02 /
Assets held for sale
When an asset’s carrying value will be recovered principally through a sale transaction, to take place within twelve months
of the financial reporting date, rather than through continuing use it is classified as held for sale and stated at the lower of
carrying value and fair value less costs to sell. No depreciation is charged in respect of non-current assets classified as held
for sale. Immediately prior to sale the assets are remeasured in accordance with the Group’s accounting policies.
Governance
Inventories
Inventories are valued at the lower of cost (which includes the applicable proportion of production overheads) and net
realisable value.
PGMs inventory is valued by allocating costs, based on the joint cost of production, apportioned according to the relative
sales value of each of the PGMs produced.
03 /
By-product metals are valued at the incremental cost of production from the point of split-off from the PGM processing stream.
In the process of initially developing the ore reserve it is common that metal is produced, although not at normal operating
levels. Development is split into different phases according to the mining method used with differing levels of production
expected in each phase. The Group recognises the metal produced in each development phase in inventory with an
appropriate proportion of cost as operating costs. This allocation is calculated by reference to the produced volumes in
relation to the total volumes expected from the development.
Financial Statements
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and current balances with banks and similar institutions, which are readily
convertible into known amounts of cash and which are subject to insignificant risk of changes in value and have an original
maturity of three months or less.
04 /
www.lonmin.com
Shareholder Information
Provisions
Provision is made when a present or legal obligation exists for a future liability in respect of a past event and where the
amount of the obligation can be estimated reliably, and it is probable that an outflow of economic benefits will be required to
settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects
current market assessments of the time value of money and the risks specific to the liability.
05 /
Rehabilitation costs
Rehabilitation costs are provided in full based on estimates of the future costs to be incurred, calculated on a discounted
basis. As the provision is recognised, it is either capitalised as part of the cost of the related mine or written off to the income
statement if utilised within one year. Where costs are capitalised the impact of such costs on the income statement is spread
over the life of the mine through the accretion of the discount of the provision and the depreciation over a units of production
basis of the increased costs of the mining assets.
A Deeper Look
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and cash equivalents
as defined above, net of outstanding bank overdrafts as the bank overdraft is repayable on demand and forms an integral part
of the Group’s cash management.
/ 144 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Accounts
1
Statement on accounting policies (continued)
Financial instruments
The Group’s principal financial instruments (other than derivatives) comprise bank loans, available for sale financial assets,
trade and other receivables, cash and cash equivalents, trade and other payables and short-term deposits.
Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through the
income statement, any directly attributable transaction costs. Subsequent to initial recognition, non-derivative financial
instruments are measured as described below.
Cash and cash equivalents comprise cash balances and call deposits. These also comprise bank overdrafts that are
repayable on demand, for the purpose of the statement of cash flows only.
Investments are classified into loans and receivables, held-to-maturity and available for sale. The classification depends on the
purpose for which the investments were acquired, the nature of the investments and whether the investment is quoted or not.
The classification of investments is determined at initial recognition.
Loans and receivables
Loans and receivables and investments classified as held-to-maturity are carried at amortised cost and gains or losses are
recognised in the income statement when the investments are derecognised or impaired, as well as through the
amortisation process.
The Company is the holder of a financial instrument issued by its BEE partner, Shanduka. The loan component of the hybrid
instrument was recognised initially at fair value and thereafter will be held at amortised cost. The loan is denominated in
Sterling. The financial instrument was translated to preference shares on 31 March 2011. The related dividends accumulate
on a month to month basis based on the same rates as the interest rates of the original financial instrument.
Available for sale financial assets
The Group’s investments in equity securities and certain debt securities are classified as available for sale financial assets.
Subsequent to initial recognition they are measured at fair value and any changes are recognised directly in equity except for
impairment losses and, in the case of monetary items, foreign exchange gains and losses. When an investment is written off
or sold, any cumulative gains or losses in equity are recycled into the income statement. Fair value is determined by using the
market price at the financial reporting date where this is available. Where market price is not available the Directors’ best
estimates of market value are used.
Bank loans
Bank loans are recorded at amortised cost, net of transaction costs incurred, and are adjusted to amortise transaction costs
over the term of the loan.
Derivative financial instruments
Derivative financial instruments are principally used by the Group to manage exposure to market risks from treasury
operations and commodity price risks on by-products. The principal derivative instruments used are foreign currency swaps,
interest rate swaps, forward foreign exchange contracts and forward price agreements on by-products. The Group does not
hold or issue derivative financial instruments for trading or speculative purposes.
Derivative financial instruments are initially recognised in the statement of financial position at fair value and then remeasured
to fair value at subsequent reporting dates. Attributable costs are recognised in profit or loss when incurred. The method of
recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and, if so, the
nature of the item being hedged. Hedging derivatives are classified on inception as fair value hedges or cash flow hedges.
On initial designation of the derivative as the hedging instrument, the Group formally documents the relationship between
the hedging instrument and hedged item, including the risk management objectives and strategy in undertaking the hedge
transaction and the hedged risk, together with the methods that will be used to assess the effectiveness of the hedging
relationship. The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis,
of whether the hedging instruments are expected to be “highly effective” in offsetting the changes in fair value or cash flows of
the respective hedged items attributable to the hedged risk, and whether the actual results of each hedge are within a range
of 80% – 125%. For a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and
should present an exposure to variations in cash flows that could ultimately affect reported profit or loss.
When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular
risk associated with a recognised asset or liability or a highly probable forecast transaction that could affect profit or loss, the
effective portion of changes in the fair value of the derivative is recognised in other comprehensive income and presented in
the hedging reserve in equity. Any gain or loss relating to the ineffective portion is recognised immediately in profit or loss.
The fair value gains and losses accumulated in equity are reclassified to profit or loss in the same period that the hedged item
affects profit or loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated
or exercised, or the designation is revoked, then hedge accounting is revoked prospectively.
Lonmin Plc
Annual Report and Accounts 2015
/ 145
Financial Statements
Notes to the Accounts
1
Statement on accounting policies (continued)
Derivative financial instruments (continued)
Changes in the fair value of any derivative instruments that do not qualify for hedge accounting are recognised immediately in
profit or loss.
•
Evaluation – which relates to the Akanani asset which is located in South Africa and is in the evaluation stage.
•
Exploration – this essentially relates to the costs of exploration projects which have the objective of identifying PGM
deposits which can be commercially realised and which can occur anywhere in the world.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated
on a reasonable basis.
Governance
PGM Operations – which comprise operational mines and processing facilities which are located in South Africa.
02 /
•
Strategic Report
Segmental reporting
The core principle of IFRS 8 – Operating Segments is that an entity shall disclose information to enable users to evaluate the
nature and financial effects of the business activities in which it engages and the economic environments in which it operates.
On this basis, Lonmin has three reportable operating segments being:
01 /
The best evidence of the fair value of a financial instrument at initial recognition is the transaction price, for example, the fair
value of the consideration given or received, unless the fair value of that instrument is evidenced by comparison with other
observable current market transactions in the same instrument (for example without modification or repackaging) or based
on a valuation technique whose variables include only data from observable markets. When transaction price provides the
best evidence of fair value at initial recognition, the financial instrument is initially measured at the transaction price and any
difference between this price and the value initially obtained from a valuation model is subsequently recognised in profit or loss
on a straight line basis over the life of the instrument but not later than when the valuation is supported wholly by observable
market data or the transaction is closed out.
Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and
intangible assets other than goodwill, and any capitalised interest.
Investment Entities: Applying the Consolidation Exception (Amendments to IFRS 10, IFRS 12 and IAS 28). The amendment
to IFRS 10 – Consolidated Financial Statements clarifies which subsidiaries of an investment entity are consolidated
instead of being measured at fair value through profit and loss.
•
Disclosure Initiative (Amendments to IAS 1). The amendments provide additional guidance on the application of
materiality and aggregation when preparing financial statements.
The Group does not currently intend to early adopt these IFRSs and is yet to finalise its assessment of the impact of adopting
these IFRSs.
Segmental analysis
The Group distinguishes among three reportable operating segments being the Platinum Group Metals (PGM) Operations
segment, the Evaluation segment and the Exploration segment.
No operating segments have been aggregated. Operating segments have consistently adopted the consolidated basis of
accounting and there are no differences in measurement applied. The Other segment covers mainly the results and investment
activities of the corporate Head Office. The only intersegment transactions involve the provision of funding between segments
and any associated interest.
www.lonmin.com
Shareholder Information
The Exploration segment covers the activities involved in the discovery or identification of new PGM deposits. This activity
occurs on a worldwide basis.
05 /
The Evaluation segment covers the evaluation through pre-feasibility of the economic viability of newly discovered PGM
deposits. Currently all of the evaluation projects are based in South Africa.
A Deeper Look
The PGM Operations segment comprises the activities involved in the mining and processing of PGMs, together with
associated base metals, which are carried out entirely in South Africa. These operations are integrated and designed to
support the process for extracting and refining PGMs from underground. PGMs move through each stage of the process and
undergo successive levels of refinement which result in fully refined metals. The Chief Executive Officer, who performs the
role of Chief Operating Decision Maker (CODM), views the PGM Operations segment as a single whole for the purposes of
financial performance monitoring and assessment and does not make resource allocations based on margin, costs or cash
flows incurred at each separate stage of the process. In addition, the CODM makes his decisions for running the business
on a day to day basis using the physical operating statistics generated by the business as these summarise the operating
performance of the entire segment.
04 /
2
Financial Statements
•
03 /
EU endorsed IFRS not yet applied by the Group
The following new IFRSs have been issued, but are not effective for Lonmin Plc for the financial year ending 30 September 2015,
effective for Lonmin Plc for periods beginning 1 October 2015:
/ 146 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Accounts
2
Segmental analysis (continued)
Year ended 30 September 2015
PGM
Operations
Segment
$m
Evaluation
Segment
$m
Exploration
Segment
$m
Other
$m
Intersegment
Adjustments
$m
Total
$m
823
250
92
29
8
16
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
823
250
92
29
8
16
1,218
39
12
24
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1,218
39
12
24
1,293
–
–
–
–
1,293
Underlying i :
EBITDA / (LBITDA) ii
Depreciation, amortisation and impairment
40
(155)
7
–
(5)
–
(21)
–
–
–
21
(155)
Operating (loss) / profit ii
Finance income
Finance expenses
Share of loss of equity accounted investments
(115)
17
(48)
(5)
7
–
–
–
(5)
–
–
–
(21)
13
14
–
–
(14)
14
–
(134)
16
(20)
(5)
(Loss) / profit before taxation
Income tax credit
(151)
34
7
–
(5)
–
6
1
–
–
(143)
35
Underlying (loss) / profit after taxation
Special items after tax (note 3) iii
(117)
(1,380)
7
(173)
(5)
–
7
(238)
–
–
(108)
(1,791)
Loss after taxation
(1,497)
(166)
(5)
(231)
–
(1,899)
Total assets iv
Total liabilities
2,117
(1,800)
60
(134)
3
(56)
1,724
(394)
(1,475)
1,475
2,429
(909)
317
(74)
(53)
1,330
–
1,520
26
–
–
–
–
26
159
2
–
–
–
161
14
–
–
1
–
15
Revenue (external sales by product):
Platinum
Palladium
Rhodium
Gold
Ruthenium
Iridium
PGMs
Nickel
Copper
Chrome
Net assets / (liabilities)
Share of net assets of equity
accounted investments
Additions to property, plant, equipment
and intangibles
Material non-cash items –
share-based payments
Lonmin Plc
Annual Report and Accounts 2015
/ 147
Financial Statements
Notes to the Accounts
2
Segmental analysis (continued)
Year ended 30 September 2014
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
620
165
85
21
7
15
913
29
10
13
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
913
29
10
13
965
–
–
–
–
965
204
(142)
5
–
(6)
–
(9)
–
–
–
194
(142)
Operating profit / (loss) ii
Finance income
Finance expenses
Share of loss of equity accounted investments
62
15
(19)
(4)
5
–
–
–
(6)
–
–
–
(9)
21
(19)
–
–
(10)
10
–
52
26
(28)
(4)
Profit / (loss) before taxation
Income tax expense
54
(5)
5
–
(6)
–
(7)
–
–
–
46
(5)
Underlying profit / (loss) after taxation
Special items after tax (note 3) iii
49
(181)
5
–
(6)
–
(7)
(63)
–
–
41
(244)
(Loss) / profit after taxation
(132)
5
(6)
(70)
–
(203)
Total assets iv
Total liabilities
3,767
(1,940)
277
(185)
1
(48)
1,546
(36)
(1,226)
1,226
4,365
(983)
Net assets
1,827
92
(47)
1,510
–
3,382
28
–
–
–
–
28
109
2
–
–
–
111
14
–
–
1
–
15
PGMs
Nickel
Copper
Chrome
Underlying i :
EBITDA / (LBITDA) ii
Depreciation, amortisation and impairment
Share of net assets of equity
accounted investments
Additions to property, plant, equipment
and intangibles
Material non-cash items –
share-based payments
A Deeper Look
–
–
–
–
–
–
04 /
620
165
85
21
7
15
Revenue (external sales by product):
Platinum
Palladium
Rhodium
Gold
Ruthenium
Iridium
Financial Statements
Total
$m
03 /
Intersegment
Adjustments
$m
Governance
Other
$m
02 /
Exploration
Segment
$m
Strategic Report
Evaluation
Segment
$m
01 /
PGM
Operations
Segment
$m
Revenue by destination is analysed by geographical area below:
260
240
559
234
118
247
426
174
1,293
965
Shareholder Information
www.lonmin.com
Year ended
30 September
2014
$m
05 /
The Americas
Asia
Europe
South Africa
Year ended
30 September
2015
$m
/ 148 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Accounts
2
Segmental analysis (continued)
The Group’s revenue is all derived from the PGM Operations segment. This segment has two major customers who
contributed 58% ($505 million) and 16% ($204 million) of revenue in the 2015 financial year (2014 – 60% ($580 million) and
25% ($241 million)).
Metal sales prices are based on market prices which are denominated in US Dollars. The majority of sales are also invoiced in
US Dollars with the exception of certain sales in South Africa which are invoiced in South African Rand based on exchange
rates determined in accordance with the contractual arrangements.
Non-current assets (excluding financial instruments) of $1,635 million (2014 – $3,407 million) are all situated in South Africa.
Footnotes:
Underlying results are based on reported results excluding the effect of special items as defined in note 3.
i
3
ii
EBITDA / (LBITDA) and operating (loss) / profit are the key profit measures used by management.
iii
The impairment of the HDSA receivable of $227 million (2014 – $80 million) and of non-financial assets of $1,811 million (2014 – $nil) are shown as
special items in the segmental analysis. The HDSA receivable forms part of the “Other” segment. The impairment of non-financial assets is allocated
to the PGM Operations segment and the Evaluation segment.
iv
The assets under “Other” include the HDSA receivable of $102 million (2014 – $337 million) and intercompany receivables of $1,475 million
(2014 – $1,226 million). Available for sale financial assets of $7 million (2014 – $11 million) forms part of the “Other” segment and the balance of
$4 million (2014 – $4 million) forms part of the PGM Operations segment.
Special items
‘Special items’ are those items of financial performance that the Group believes should be separately disclosed on the face of
the income statement to assist in the understanding of the financial performance achieved by the Group and for consistency
with prior years.
2015
$m
2014
$m
Operating loss:
Strike related costs
– Idle fixed production costs
– Security costs
– Contractors’ claims
– Other costs
BEE transaction i
– BEE charge
– Consulting fees
Restructuring and reorganisation costs ii
Impairment of non-financial assets iii
– Impairment of goodwill
– Impairment of intangibles
– Impairment of property, plant and equipment
Impairment of available for sale financial assets
Share of loss of equity accounted investments
Net finance expenses:
– Interest accrued from HDSA receivable iv
– Foreign exchange loss on HDSA receivable iv
– Impairment of HDSA receivable iv
(1,884)
(307)
–
–
–
–
(287)
(10)
(3)
(7)
(13)
(1)
(59)
–
–
–
(40)
(358)
(1,413)
–
–
(235)
20
(28)
(227)
–
–
–
(1)
(2)
(62)
18
–
(80)
Loss on special items before taxation
Taxation related to special items (note 7)
(2,119)
328
(372)
128
Special loss before non-controlling interests
Non-controlling interests
(1,791)
224
(244)
25
Special loss for the year attributable to equity shareholders of Lonmin Plc
(1,567)
(219)
Footnotes:
i
In December 2014, Lonmin concluded a series of shareholding agreements which enabled Lonmin to meet its BEE equity ownership target of 26%
as required under the Mining Charter. This gave rise to a BEE charge of $13 million relating to the premium paid for the Bapo ba Mogale Traditional
Community (the Bapo) to maintain their shareholding for a period of 10 years. Consulting fees to the amount of $1 million were also incurred in
relation to the transaction. Refer to note 30.
ii
These costs relate to the one-off redundancy costs ($56 million) and associated restructuring costs ($3 million) in respect of the restructuring process
undertaken as part of the Business Plan. A total of $39 million remains outstanding at 30 September 2015 and is included in current provisions.
iii
As explained more fully in note 31, the Group’s non-financial assets were impaired by $1,811 million (2014 – $nil).
iv
During the year ended 30 September 2010 the Group provided financing to assist Lexshell 806 Investments (Proprietary) Limited, a subsidiary of
Shanduka Resources (Proprietary) Limited (Shanduka) to acquire a majority shareholding in Incwala, Lonmin’s Black Economic Empowerment partner.
This financing gave rise to foreign exchange movements and the accrual of interest. The loan was impaired by $227 million as explained in note 14.
Lonmin Plc
Annual Report and Accounts 2015
/ 149
Financial Statements
Notes to the Accounts
4
Group operating (loss) / profit
Group operating (loss) / profit is stated after charging / (crediting):
2015
$m
715
70
135
7
5
15
(34)
–
307
Strategic Report
i
1,226
77
148
7
1
15
(50)
3
1,884
01 /
Cost of sales
Other costs
Depreciation charge – property, plant and equipment
Amortisation charge – intangible assets
Employee benefits of key management excluding share-based payments and attraction bonuses
Share-based payments
Foreign exchange gains
Loss on disposal of property, plant and equipment
Special items (note 3)
2014
$m
Footnote:
Employee benefits of key management excluding share-based payments and attraction bonuses includes $1 million (2014 – $1 million) in respect
i
of Directors.
02 /
Fees payable to the Group’s auditor and its associates included in operating costs:
0.5
0.2
0.6
–
0.1
0.2
–
0.1
0.1
–
–
1.8
1.5
Fees paid to KPMG LLP and its associates for non-audit services to the Company are not disclosed in the individual accounts
of Lonmin Plc because the Company’s consolidated accounts are required to disclose such fees on a consolidated basis.
5
2014
No.
26,864
7
3
28,503
9
1
26,874
28,513
Employee costs
2015
$m
2014
$m
Wages and salaries
Social security costs
Pension costs
Share-based payments
Termination payments
582
21
47
15
56
484
21
43
15
–
721
563
Shareholder Information
South Africa
Europe
Rest of world
A Deeper Look
2015
No.
05 /
04 /
Employees
The average number of employees and Directors during the year was as follows:
Financial Statements
0.8
0.2
0.5
03 /
2014
$m
Governance
Audit fee
Fees payable to the Group’s auditor for the audit of the Group’s annual accounts
Fees payable to the Group’s auditor for the audit of the Group’s interim accounts
Fees payable to the Group’s auditor for the audit of the Group’s subsidiary companies
Other assurance services
Sustainability assurance services
Assurance services in respect of the Mining Charter
Non-audit services
Advisory services
Tax compliance services
2015
$m
The aggregate payroll costs of employees, key management and Directors were as follows:
www.lonmin.com
/ 150 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Accounts
5
Employees (continued)
The vast majority of employee costs are denominated in Rand and reported Dollar costs are therefore subject to foreign
exchange movements.
Key management compensation
Short-term employee benefits excluding share-based payments and attraction bonuses
Share-based payments
Attraction bonuses
2015
$m
2014
$m
1
–
–
5
–
1
1
6
The key management compensation analysed above represents amounts in respect of the Exco which comprised the three
executive Directors and four other senior managers (2014 – two executive Directors and five other senior managers).
The Sterling equivalents of total Directors’ emoluments and emoluments of the highest paid Director together with full details
of Directors’ remuneration, pensions and benefits in kind are given in the Remuneration Committee Report.
The Group operates defined contribution schemes in the UK and South Africa. There were no accrued obligations under
defined contribution plans at 30 September 2015 and 2014.
The total pension cost for the Group was $47 million (2014 – $43 million), $46 million of which related to South African
schemes (2014 – $43 million).
6
Net finance expenses
2015
$m
2014
$m
Finance income:
– Interest receivable on cash and cash equivalents
– Dividend received from investment i
– Foreign exchange gains on net (debt) / cash ii
16
3
1
12
26
6
10
10
Finance expenses:
– Interest payable on bank loans and overdrafts
– Bank fees
– Capitalised interest iii
– Other finance expenses
– Unwinding of discount on provisions (note 22)
(20)
(20)
(8)
19
(1)
(10)
(28)
(19)
(12)
13
–
(10)
Special items (note 3):
– Interest on HDSA receivable (note 14)
– Foreign exchange loss on HDSA receivable (note 14)
– Impairment of HDSA loan receivable (note 14)
(235)
20
(28)
(227)
(62)
18
–
(80)
Net finance expenses
(239)
(64)
Footnotes:
i
Dividends received relate to dividends accruing from our investment in Petrozim Line (Private) Limited which were remitted during the year.
The investment in Petrozim Line (Private) Limited has a $nil carrying value as it has been fully impaired.
ii
Net (debt) / cash as defined by the Group comprises cash and cash equivalents, bank overdrafts repayable on demand and interest bearing
loans and borrowings less unamortised bank fees, unless the unamortised bank fees relate to undrawn facilities in which case they are treated as
other receivables.
iii
Interest expenses incurred have been capitalised on a Group basis to the extent that there is an appropriate qualifying asset. The weighted average
interest rate used by the Group for capitalisation is 3.8% (2014 – 3.0%).
Lonmin Plc
Annual Report and Accounts 2015
/ 151
Financial Statements
Notes to the Accounts
7
Taxation
Deferred tax (credit) / charge (excluding special items):
Deferred tax expense – UK and overseas
Origination and reversal of temporary differences
(39)
(39)
3
3
Tax credit on special items – UK and overseas (note 3):
Foreign exchange revaluation on deferred tax ii
Tax on special items impacting profit before tax
(328)
(48)
(280)
(128)
(42)
(86)
Actual tax credit
(363)
(123)
(35)
5
Effective tax rate
16%
38%
Effective tax rate excluding special items (note 3)
24%
11%
2014
%
2014
$m
Tax (credit) / charge excluding special items (note 3)
Governance
–
–
–
2
1
1
02 /
–
–
–
4
4
–
Current tax charge (excluding special items):
United Kingdom tax expense
Current tax expense at 20.5% (2014 – 22%) i
Less amount of the benefit arising from double tax relief available
Overseas current tax expense at 28% (2014 – 28%)
Corporate tax expense – current year
Adjustment in respect of prior years
Strategic Report
2014
$m
01 /
2015
$m
A reconciliation of the standard tax credit to the actual tax credit was as follows:
2015
%
2015
$m
(626)
28
(91)
(1)
2
(15)
–
2
27
(37)
316
5
(48)
(2)
7
(6)
(2)
13
7
(21)
19
5
(42)
Actual tax credit
16
(363)
38
(123)
Overseas tax charges are predominantly calculated based in Rand as required by the local authorities. As these subsidiaries’ functional currency is
US Dollar this leads to a variety of foreign exchange impacts being the retranslation of current and deferred tax balances and monetary assets, as well as
other translation differences. The Rand denominated deferred tax balance in US Dollars at 30 September 2015 is $177 million (30 September 2014 –
$268 million).
iii
Unutilised losses reflect losses generated in entities for which no deferred tax asset is provided as it is not thought probable that future profits can be
generated against which a deferred tax asset could be offset or previously unrecognised losses utilised.
05 /
ii
A Deeper Look
Footnotes:
i
Effective from 1 April 2015, the United Kingdom tax rate changed from 21% to 20% and will change from 20% to 19% from 1 April 2017 and from
19% to 18% from 1 April 2020. This does not materially impact the Group’s recognised deferred tax liabilities.
04 /
The Group’s primary operations are based in South Africa. The South African statutory tax rate is 28% (2014 – 28%).
Lonmin Plc operates a branch in South Africa which is also subject to a tax rate of 28% on branch profits (2014 – 28%).
The aggregated standard tax rate for the Group is 28% (2014 – 28%). The dividend withholding tax rate is 15% (2014 – 15%).
Dividends payable by the South African companies to Lonmin Plc are subject to a 5% withholding tax benefitting from double
taxation agreements.
Financial Statements
28
03 /
Tax credit on loss at standard tax rate
Tax effect of:
– Unutilised losses iii
– Foreign exchange impacts on taxable profits
– Disallowed expenditure
– Expenses not subject to tax
Foreign exchange revaluation on deferred tax
Shareholder Information
www.lonmin.com
/ 152 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Accounts
8
(Loss) / earnings per share
Loss per share (LPS) has been calculated on the loss attributable to equity shareholders amounting to $1,661 million (2014 – loss
of $188 million) using a weighted average number of 581,712,484 ordinary shares in issue (2014 – 569,649,750 ordinary shares).
Diluted loss per share is based on the weighted average number of ordinary shares in issue adjusted by dilutive outstanding
share options in accordance with IAS 33 – Earnings Per Share. As at 30 September 2015 outstanding share options were
anti-dilutive and so were excluded from diluted loss per share.
2014
2015
Loss for
the year
$m
Number of
shares
Per share
amount
cents
Loss for
the year
$m
Number of
shares
Per share
amount
cents
Basic LPS
Share option schemes
(1,661) 581,712,484
–
–
(285.5)
–
(188)
–
569,649,750
–
(33.0)
–
Diluted LPS
(1,661) 581,712,484
(285.5)
(188)
569,649,750
(33.0)
2014
2015
Loss for
the year
$m
Number of
shares
Per share
amount
cents
Profit for
the year
$m
Number of
shares
Per share
amount
cents
Underlying (LPS) / EPS
Share option schemes
(94) 581,712,484
–
–
(16.2)
–
31
–
569,649,750
5,917,508
5.4
–
Diluted Underlying (LPS) / EPS
(94) 581,712,484
(16.2)
31
575,567,258
5.4
Underlying earnings per share has been presented as the Directors consider it important to present the underlying results of
the business. Underlying earnings per share is based on the earnings attributable to equity shareholders adjusted to exclude
special items (as defined in note 3) as follows:
2015
Loss for
the year
$m
Basic LPS
Special items (note 3)
Underlying (LPS) / EPS
Number of
shares
2014
Per share
amount
cents
(1,661) 581,712,484
1,567
–
(285.5)
269.3
(94) 581,712,484
(16.2)
(Loss) / profit
for the year
$m
Number of
shares
(188) 569,649,750
219
–
31
569,649,750
Per share
amount
cents
(33.0)
38.4
5.4
Headline loss and the resultant headline loss per share are specific disclosures defined and required by the Johannesburg
Stock Exchange. These are calculated as follows:
Year ended
30 September
2015
$m
Loss attributable to ordinary shareholders (IAS 33 earnings)
Add back loss on disposal of property, plant and equipment (note 4)
Add back impairment of assets (note 3)
Tax related to the above items
Non-controlling interests
Headline loss
2015
Loss for
the year
$m
Number of
shares
Year ended
30 September
2014
$m
(1,661)
3
1,811
(261)
(224)
(188)
–
1
–
–
(332)
(187)
2014
Per share
amount
cents
Loss for
the year
$m
Number of
shares
Per share
amount
cents
Headline LPS
Share option schemes
(332) 581,712,484
–
–
(57.1)
–
(187) 569,649,750
–
–
(32.8)
–
Diluted Headline LPS
(332) 581,712,484
(57.1)
(187) 569,649,750
(32.8)
Lonmin Plc
Annual Report and Accounts 2015
/ 153
Financial Statements
Notes to the Accounts
9
Dividends
No dividends were declared by Lonmin Plc for the financial years ended 30 September 2015 and 30 September 2014.
A subsidiary of Lonmin Plc, WPL, made advance dividend payments of $19 million (R228 million) (2014 – $37 million
(R408 million)) to Incwala Platinum (Proprietary) Limited (IP). IP is a substantial shareholder in the Company’s principal operating
subsidiaries. Total advance dividends made between 2009 and 2015 amount to $135 million (R1,309 million). IP has authorised
WPL to recover these amounts by reducing future dividends that would otherwise be payable to all shareholders.
01 /
These advance dividends are adjusted for in the non-controlling interest of the Group.
2014
$m
Cost:
At 30 September
186
186
Accumulated impairment:
At 30 September
186
146
–
40
Net book value at 30 September
02 /
2015
$m
Strategic Report
10 Goodwill
Governance
Goodwill is allocated as follows:
– The $40 million goodwill relating to the Marikana CGU was fully impaired in the 2015 financial year. Refer to note 31 for
details.
– Goodwill in relation to the Akanani CGU was fully impaired in 2012.
The recoverable amounts of each of the CGUs’ goodwill has been determined using the higher of value in use and fair value
less costs to sell.
03 /
Financial Statements
In determining the recoverable amount for the Marikana CGU the key assumptions have been set out in the Group’s
impairment policy (see note 31).
11 Intangible assets
2015
2014
Other
$m
Mineral
rights
$m
Other
$m
Total
$m
Cost:
At 1 October
Additions
746
2
344
–
37
–
1,127
2
744
2
344
–
37
–
1,125
2
At 30 September
748
344
37
1,129
746
344
37
1,127
Amortisation and impairment:
At 1 October
Charge for the year
Impairment charge
529
–
219
114
7
129
27
–
10
670
7
358
529
–
–
107
7
–
27
–
–
663
7
–
At 30 September
748
250
37
1,035
529
114
27
670
Net book value:
At 30 September
–
94
–
94
217
230
10
457
www.lonmin.com
Shareholder Information
The Group’s exploration and evaluation assets relate to Akanani. In the 2015 financial year assets with a value of
$219 million were fully impaired. Refer to note 31 for more details on impairment. The related deferred tax liability of
$46 million (2014 – $46 million) was reversed leaving the carrying value of Akanani in the books at $nil (2014 – $171 million
including the non-controlling interests’ share). Refer to note 31 for details.
05 /
Total
$m
Exploration
and
evaluation
$m
A Deeper Look
Mineral
rights
$m
04 /
Exploration
and
evaluation
$m
/ 154 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Accounts
11 Intangible assets (continued)
The Akanani CGU is currently at concept study level and value in use calculations for the CGU are calculated using cash flows
derived from the results of the latest study. Given the Akanani CGU is at the exploration and evaluation stage it is reasonably
possible that the completion of that stage will result in changes to indicated and inferred reserves of PGM ounces and a
further refinement of capital and operating expenses. In addition, the quantity of resources is also sensitive to the long-term
metal prices. As mentioned above, the Akanani CGU was first impaired in 2012.
The reduced production profile and revised PGM price outlook in the Business Plan have resulted in the downward revision
of estimated future cash flows from the Marikana operations resulting in their value in use declining below the carrying amount
of the non-financial assets. As a result, the intangible assets of Marikana were impaired with $86 million. Furthermore, similar
impairment assessments on our Limpopo and Akanani intangible assets which had carrying amounts of $53 million and
$219 million respectively, have resulted in full impairment of these assets with a further special impairment charge of $272 million.
Refer to note 31 for further details on impairment.
The Group’s approach to assessing the intangible assets, including exploration and evaluation assets, for impairment is set
out in the accounting policies (see note 31).
The Group has no indefinite life intangible assets.
12 Property, plant and equipment
Capital work
in progress
$m
Shafts and
underground
$m
Metallurgical
$m
Other plant
Infrastructure and equipment
$m
$m
Total
$m
Cost or deemed cost:
At 1 October 2014
Additions
Transfers
Disposals
783
139
(141)
–
1,634
–
96
(2)
913
1
17
(5)
749
9
28
(4)
156
10
–
–
4,235
159
–
(11)
At 30 September 2015
781
1,728
926
782
166
4,383
Depreciation and impairment:
At 1 October 2014
Charge for the year
Impairment charge
Disposals
–
–
374
–
570
39
576
(2)
339
47
256
(2)
396
54
155
(4)
48
8
52
–
1,353
148
1,413
(8)
At 30 September 2015
374
1,183
640
601
108
2,906
Net book value:
At 30 September 2015
407
545
286
181
58
1,477
At 30 September 2014
783
1,064
574
353
108
2,882
Capital work
in progress
$m
Shafts and
underground
$m
Metallurgical
$m
Infrastructure
$m
Other plant
and equipment
$m
Total
$m
Cost or deemed cost:
At 1 October 2013
Additions
Transfers
Disposals
796
99
(112)
–
1,622
–
14
(2)
871
1
41
–
694
5
57
(7)
153
4
–
(1)
4,136
109
–
(10)
At 30 September 2014
783
1,634
913
749
156
4,235
Depreciation and impairment:
At 1 October 2013
Charge for the year
Disposals
–
–
–
547
25
(2)
293
46
–
349
55
(8)
39
9
–
1,228
135
(10)
At 30 September 2014
–
570
339
396
48
1,353
Net book value:
At 30 September 2014
783
1,064
574
353
108
2,882
At 30 September 2013
796
1,075
578
345
114
2,908
Lonmin Plc
Annual Report and Accounts 2015
/ 155
Financial Statements
Notes to the Accounts
12 Property, plant and equipment (continued)
Interest capitalised during 2015 amounted to $19 million (2014 – $13 million).
In accordance with the Group accounting policies, no depreciation has been provided on surface mining land having a book
value of $13 million (2014 – $13 million).
The Group also owns 50% (2014 – 42.5%) of the Pandora joint venture whose operations are in South Africa (refer to footnote ii).
The Group equity accounts for the joint venture. The functional currency of the Pandora joint venture is the South African
Rand. As a result, any foreign exchange translation gains or losses on the net assets of the entity are recognised in the
consolidated statement of comprehensive income.
Goodwill
$m
Total
$m
–
–
–
28
(5)
7
36
(6)
1
–
–
–
36
(6)
1
4
–
4
–
–
–
(8)
–
(8)
(3)
–
(3)
26
–
26
28
–
28
2015
2014
Joint venture
$m
Joint venture
$m
26
28
Amounts recognised by the Group in respect of the equity accounted investments comprise:
Share of net assets
A Deeper Look
The Group’s share of the (loss) / profit of equity accounted investments comprises the following:
Revenue
www.lonmin.com
Equity
interest
$m
Noncontrolling
interests
$m
Total
$m
Equity
interest
$m
Noncontrolling
interests
$m
Total
$m
16
3
19
10
2
12
(4)
–
(1)
–
(5)
–
(5)
–
(1)
–
(6)
–
(4)
(1)
(5)
(5)
(1)
(6)
Shareholder Information
Total comprehensive loss
2014
Joint venture
05 /
Loss from continuing operations
Other comprehensive income
iii
2015
Joint venture
04 /
28
(5)
7
Financial Statements
Carrying amount of interest in investee
at 30 September
Total
$m
03 /
Group’s interest in net assets of investee
at 1 October
Share of total comprehensive loss
Capital contributions
Purchase of 7.5% in equity accounted
investment ii
Foreign exchange loss on retranslation
of equity accounted investments
Goodwill
$m
Group’s
share of
net assets
$m
Governance
Group’s
share of
net assets
$m
02 /
2014
2015
Strategic Report
13 Equity accounted investments
The Group owns 23.56% of the ordinary shares of its associate, Incwala Resources (Proprietary) Limited which is incorporated
in South Africa (refer to footnote i).
01 /
The reduced production profile and revised PGM price outlook in the Business Plan have resulted in the downward revision of
estimated future cash flows from the Marikana operations resulting in their value in use declining below the carrying amount of
the non-financial asset. This has resulted in an impairment of the non-financial asset of $1,465 million as disclosed in note 31.
/ 156 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Accounts
13 Equity accounted investments (continued)
The Group’s share of the net assets of equity accounted investments comprises the following:
Equity
interest
$m
2015
2014
Joint venture
Joint venture
Noncontrolling
interests
$m
Total
$m
Equity
interest
$m
Noncontrolling
interests
$m
Total
$m
Current assets iv
Non-current assets
Current liabilities v
Non-current liabilities vi
4
33
(14)
(1)
1
5
(2)
–
5
38
(16)
(1)
4
36
(16)
(1)
1
6
(2)
–
5
42
(18)
(1)
Net assets
22
4
26
24
4
28
Footnotes:
Where an associate owns an equity interest in a Group entity, an adjustment is made to the equity accounting and the non-controlling interest to
i
avoid double counting. Any difference between the adjustment to the investment in the associate and non-controlling interest is taken directly to
equity. Since Incwala only holds interests in WPL, EPL and Akanani, which are all subsidiaries of Lonmin Plc, the adjustment resulted in the
investment in the associate being reduced to $nil.
ii
As part of the BEE transaction, EPL acquired 100% of the Bapo’s shares in Bapo ba Mogale Mining Company (Proprietary) Limited, whose only
asset of value was the 7.5% participation interest in the Pandora JV, for its fair value of R44 million ($4 million). Refer to note 30 for details.
iii
Includes:
– depreciation and amortisation of $2.7 million (2014 – $0.7 million). Non-controlling interest in depreciation consists of $0.4 million (2014 – $0.1 million).
– interest expense of $nil (2014 – $nil). Non-controlling interest in the interest expense consists of $nil (2014 – $nil).
– income tax credit of $2 million (2014 – $0.7 million tax expense). Non-controlling interest in income tax consists of $0.3 million (2014 – $0.1 million).
– idle production costs classified as special costs $nil (2014 – $2 million). Non-controlling interest in special costs consists of $nil (2014 – $0.3 million).
iv
Includes cash and cash equivalents of $1 million (2014 – $0.7 million). Non-controlling interest in cash and cash equivalents consists of $0.1 million
(2014 – $0.1 million).
v
Includes current financial liabilities (excluding trade and other payables and provisions) of $14 million (2014 – $15 million). Non-controlling interest in
current financial liabilities consists of $1.9 million (2014 – $2.1 million).
vi
Includes non-current financial liabilities (excluding trade and other payables and provisions) of $1 million (2014 – $1 million). Non-controlling interest
in non-current financial liabilities consists of $0.1 million (2014 – $0.1 million).
14 Other financial assets
Restricted
cash
$m
At 1 October 2014
Interest accrued
Movement in fair value
Foreign exchange differences
Impairment loss
At 30 September 2015
Available
for sale
$m
HDSA
receivable
$m
Total
$m
12
1
–
(5)
–
15
–
(4)
–
–
337
20
–
(28)
(227)
364
21
(4)
(33)
(227)
8
11
102
121
Restricted
cash
$m
Available
for sale
$m
HDSA
receivable
$m
Total
$m
At 1 October 2013
Interest accrued
Movement in fair value
Foreign exchange differences
Impairment loss
14
1
–
(3)
–
17
–
(1)
–
(1)
399
18
–
–
(80)
430
19
(1)
(3)
(81)
At 30 September 2014
12
15
337
364
Lonmin Plc
Annual Report and Accounts 2015
/ 157
Financial Statements
Notes to the Accounts
14 Other financial assets (continued)
2015
$m
2014
$m
102
337
19
27
Current assets
Other financial assets
01 /
Non-current assets
Restricted cash deposits are in respect of mine rehabilitation obligations.
Available for sale financial assets include listed investments of $7 million (2014 – $11 million) held at fair value using the market
price on 30 September 2015.
Strategic Report
Other financial assets
No available for sale financial assets were impaired in the 2015 financial year (2014 – $1 million).
Assumption
$29m / ($30m)
$22m / ($24m)
$13m / ($12m)
$32m / ($65m)
15 Inventories
2014
$m
46
197
38
54
300
19
281
373
A downward adjustment was made of $69 million (2014 – $nil) to bring the value of inventory to its net realisable value as a
result of the decline in PGM prices.
www.lonmin.com
Shareholder Information
The cost of inventories recognised as an expense and included in cost of sales amounted to $1,226 million (2014 – $715 million).
05 /
Consumables
Work in progress
Finished goods
2015
$m
A Deeper Look
+/-5%
-/+5%
-/+ 100 basis points
+/-5%
Reversal of impairment /
(further impairment) of receivable
04 /
Metal prices
ZAR:USD exchange rate
Discount rate
Production
Movement in assumption
Financial Statements
Any movements in the key assumptions would affect the value of the security which would lead to further impairment or
reversal of a previous impairment of the receivable as follows:
03 /
Given the above matters, the Directors have determined that it is likely that a loss event may have occurred. Accordingly, an
assessment has been performed to determine the extent of impairment. This assessment has been made based on the value
of the security, which is primarily driven by the value of Incwala’s underlying investments in WPL, EPL and Akanani. The same
valuation models for the Marikana and Akanani CGU’s that were prepared to assess impairment of non-financial assets were
used as the basis for determining the value of Incwala’s investments. Thus, similar judgements apply around the determination
of key assumptions in those valuation models. Based on the assessment, the value of the HDSA receivable was determined
to be $102 million (2014 – $337 million) which has resulted in an impairment charge of $227 million (2014 – $80 million).
Governance
The Company holds the HDSA receivable at amortised cost. The receivable is secured on shares in the HDSA borrower,
whose only asset of value is its holding in Incwala Resources (Proprietary) Limited (Incwala). Incwala’s principal assets are
investments in Western Platinum Limited (WPL), Eastern Platinum Limited (EPL) and Akanani Mining (Proprietary) Limited
(Akanani), all subsidiaries of Lonmin Plc. One of the sources of income to fund the settlement of the receivable is the dividend
flow from these underlying investments. Given the current state of the PGM industry there have not been any substantial
dividend payments to Incwala in recent times.
02 /
On 8 July 2010, Lonmin entered into an agreement to provide financing of £200 million to Lexshell 806 Investments
(Proprietary) Limited, a subsidiary of Shanduka Resources (Proprietary) Limited, to facilitate the acquisition, at fair value, of
50.03% of shares in Incwala Resources (Proprietary) Limited from the original HDSA shareholders. The terms of the financing
provided by Lonmin Plc to the Shanduka subsidiary include the accrual of interest on the HDSA receivable at a fixed rate
based on a principal value of £200 million which is repayable on demand, including accrued interest.
/ 158 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Accounts
16 Trade and other receivables
Amounts falling due within one year:
Trade receivables
Other receivables
Prepayments and accrued income
2015
$m
2014
$m
20
43
8
17
56
3
71
76
2015
$m
2014
$m
96
101
11
105
128
11
208
244
2015
$m
2014
$m
505
86
–
86
505
172
17 Trade and other payables
Trade payables
Accruals and other payables
Indirect taxation and social security
18 Interest bearing loans and borrowings
Short-term loans and borrowings:
Bank loans – unsecured
Long-term loans borrowings:
Bank loans – unsecured
The maturity profile of interest bearing loans and borrowings is disclosed in note 20b.
As at 30 September 2015 unamortised bank fees of $1 million relating to drawn facilities were offset against loans
(30 September 2014 – $3 million).
Bank debt facilities consist of a $400 million syndicated revolving credit US Dollar facility and three South African Rand
bilateral facilities of R660 million each (total – $143 million).
The main features of the $400 million syndicated facility which is supported by BNP Paribas S.A., Citigroup Global Markets
Limited, HSBC Bank Plc, J.P. Morgan Limited, Lloyds TSB Bank Plc, The Royal Bank of Scotland N.V. and Standard
Chartered Bank are as follows:
•
a $400 million five year committed revolving credit facility that matures in May 2016; and
•
the margin on the facility is in the range 300bps to 375bps.
The three existing R660 million bilateral facilities are at the Western Platinum Limited level, the operating company. These facilities
are supported by FirstRand Bank Limited, Investec Bank Limited and The Standard Bank of South Africa Limited. The main
features of these facilities are as follows:
•
each facility is of a revolving credit nature and consists of a R330 million five year committed component that matures in
June 2016 and a R330 million one year committed component that can be rolled annually at the discretion of the bank; and
•
the margins on these facilities vary from facility to facility and bank to bank.
Lonmin Plc
Annual Report and Accounts 2015
/ 159
Financial Statements
Notes to the Accounts
18 Interest bearing loans and borrowings (continued)
The following financial covenants apply to the existing bank debt facilities:
•
consolidated tangible net worth will not be less than $2,250 million;
•
consolidated net debt will not exceed 25% of consolidated tangible net worth; and
•
if:
the capital expenditure of the Group must not exceed the limits set out in the table below, provided that, if 110% of
budgeted capital expenditure for any test period ending on or after 30 September 2013 is lower than the capital
expenditure limit set out in the table below for that test period, then the capital expenditure limit for that test period shall
be equal to 110% of such budgeted capital expenditure.
800,000,000
1,600,000,000
1,800,000,000
2,000,000,000
3,000,000,000
4,000,000,000
4,000,000,000
4,000,000,000
Subsequent to year-end, the Group has entered into amended financial arrangements which will come into effect on the
successful completion of a Rights Issue. Refer to the Going Concern section in note 1 as well as the subsequent events
detailed in note 32 for further details.
2014
$m
Opening balance
Less: Contractual deliveries
50
(27)
70
(20)
Closing balance
23
50
23
27
–
23
A Deeper Look
2015
$m
04 /
19 Deferred revenue
In March 2012 Lonmin entered into a pre-paid sale of 75% of its current gold production for the next 54 months. Under this
contract Lonmin will deliver 70,700 ounces of gold over the period with delivery of fixed quantities on a quarterly basis and in
return received an upfront payment of $107 million. Proceeds of the pre-paid sale are treated as deferred revenue and
amortised to profit as deliveries occur.
Financial Statements
As at 30 September 2015, Lonmin had net debt of $185 million, comprising of cash and cash equivalents of $320 million and
borrowings of $505 million, all of which is due in the 2016 financial year (2014 – $29 million of net debt). Undrawn facilities
amounted to $40 million (2014 – $400 million).
03 /
Subsequent to 30 September 2015, the covenants have been waived. Refer to note 32 for details.
Governance
1 October 2012 to 31 March 2013 (inclusive)
1 October 2012 to 30 September 2013 (inclusive)
1 April 2013 to 31 March 2014 (inclusive)
1 October 2013 to 30 September 2014 (inclusive)
1 April 2014 to 31 March 2015 (inclusive)
1 October 2014 to 30 September 2015 (inclusive)
1 April 2015 to 31 March 2016 (inclusive)
1 October 2015 to 30 September 2016 (inclusive)
Capital expenditure
limit (ZAR)
02 /
Test Period
Strategic Report
– in respect of both the US Dollar Facilities Agreement and the Rand Facilities Agreements, consolidated net debt
exceeds $300 million as of the last day of any test period,
01 /
– in respect of the US Dollar Facilities Agreement, the aggregate amount of outstanding loans exceeds $75 million at any
time during the last six months of any test period; or
Current liabilities
Deferred revenue
www.lonmin.com
Shareholder Information
Non-current liabilities
05 /
Deferred revenue
/ 160 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Accounts
20 Financial risk management
The main financial risks faced by the Group relate to the availability of funds to meet business needs (liquidity risk), the risk
of default by counterparties to financial transactions (credit risk), fluctuations in interest and foreign exchange rates and
commodity prices (market risk).
20a Credit risk
The carrying amount of financial assets represents the maximum credit exposure.
The maximum exposure to credit risk at the reporting date was:
2015
$m
2014
$m
19
27
20
43
1
102
320
17
56
2
337
143
505
582
Non-current assets:
Other financial assets
Current assets:
Trade receivables
Other receivables
Tax recoverable
HDSA receivable
Cash and cash equivalents
HDSA receivable
Refer to note 14 for details of the HDSA receivable.
Trade receivables
The Group is exposed to significant trade receivable credit risk through the sale of PGM metals to a limited group
of customers.
This risk is managed as follows:
•
aged analysis is performed on trade receivable balances and reviewed on a monthly basis;
•
credit ratings are obtained on any new customers and the credit ratings of existing customers are monitored on an
ongoing basis;
•
credit limits are set for customers; and
•
trigger points and escalation procedures are clearly defined.
It should be noted that a significant portion of Lonmin’s revenue is from two key customers. However, both of these
customers have strong investment grade ratings and their payment terms are very short, thereby reducing trade
receivable credit risk significantly.
The maximum exposure to credit risk for trade receivables at the reporting date by geographic location was:
2015
$m
2014
$m
1
8
11
1
1
15
20
17
Asia
Europe
South Africa
The ageing of trade receivables at the reporting date was as follows:
2015
Not past due
2014
Gross
$m
Provision
$m
Net
$m
Gross
$m
Provision
$m
Net
$m
20
–
20
17
–
17
Lonmin Plc
Annual Report and Accounts 2015
/ 161
Financial Statements
Notes to the Accounts
20 Financial risk management (continued)
20a Credit risk (continued)
Banking counterparties
Banking counterparty credit risk is managed by spreading financial transactions across an approved list of counterparties
of high credit quality. Banking counterparties are approved by the Board and consist of the ten banks that have
participated in Lonmin’s existing bank debt facilities as described in note 18.
01 /
The following are the contractual maturities of financial liabilities, including interest payments and excluding the impact of
netting agreements:
30 September 2015
Carrying
amount
$m
Financial liabilities:
Unsecured bank loans
Trade and other payables
Carrying
amount
$m
172
244
(515)
(208)
Contractual
cash flows
$m
(172)
(244)
(515)
(208)
<1
year
$m
(86)
(244)
1 to 2
years
$m
2 to 5
years
$m
>5
years
$m
–
–
–
–
–
–
1 to 2
years
$m
2 to 5
years
$m
>5
years
$m
–
–
–
–
(86)
–
Capital management
The Group’s philosophy on capital management is to maintain a low level of financial gearing given the exposure of the
business to fluctuations in PGM commodity prices and the Rand / US Dollar exchange rate. The Group funds its
operations through a mixture of equity funding and bank borrowings.
The table below presents quantitative data for the components the Group manages as capital:
2014
$m
1,629
505
(320)
3,233
172
(143)
At 30 September
1,814
3,262
A Deeper Look
Equity shareholders’ funds
Loans and borrowings
Cash and cash equivalents
04 /
2015
$m
Financial Statements
The Group is in the process of amending its bank debt facilities and intends to raise $407 million of capital through a
Rights Issue to mitigate the liquidity risk. Refer to note 32 for details.
03 /
As at 30 September 2015 unamortised bank fees of $1m relating to drawn down facilities were offset against
unsecured bank loans (30 September 2014 – $3m).
Governance
30 September 2014
505
208
<1
year
$m
02 /
Financial liabilities:
Unsecured bank loans
Trade and other payables
Contractual
cash flows
$m
Strategic Report
20b Liquidity risk and capital management
Liquidity risk
The policy on overall liquidity is to ensure that the Group has sufficient funds to facilitate all ongoing operations.
As part of the annual budgeting and long term planning process, the Group’s cash flow forecast is reviewed and
approved by the Board. The cash flow forecast is amended on an ongoing basis for any significant changes in the key
assumptions identified during the year. Where funding requirements are identified from the cash flow forecast, appropriate
measures are taken to ensure these requirements can be satisfied. Factors taken into consideration are:
•
preferred sources of finance applying key criteria of cost, commitment, availability, security / covenant conditions;
•
recommended counterparties, fees and market conditions; and
•
covenants, guarantees and other financial commitments.
www.lonmin.com
Shareholder Information
the size and nature of the requirement;
05 /
•
/ 162 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Accounts
20 Financial risk management (continued)
20b Liquidity risk and capital management (continued)
The Board and executive management have reviewed the Group’s business and capital structure and developed
the Business Plan in order to be able to deal effectively with the impacts of a continuation of current low PGM prices.
Key elements of the Business Plan are the reduction of fixed cost expenses, removal of high cost production and
the minimising of capital expenditure while preserving the ability of the business to increase production when PGM
prices improve.
To this end, the Board has concluded that raising additional equity, in conjunction with a revision to bank facilities will
result in the appropriate capital structure and retain the Group’s flexibility with regard to financial risks. Consequently the
announcement of these results will coincide with the launch of a Rights Issue and the amendment of debt facilities.
Details of the Rights Issue and amendments to debt facilities are included in our Rights Issue Prospectus. Refer also
to note 32.
20c Foreign currency risk
The Group’s operations are essentially based in South Africa and the majority of the revenue stream is in US Dollars.
However, the bulk of the Group’s operating costs and taxes are paid in Rand. Most of the cash received in South Africa
is in US Dollars. A majority of the Group’s funding sources are in US Dollars.
The Group is exposed to foreign currency risk on monetary items that are denominated in currencies other than the
functional currency of the relevant Group entity.
The table below shows the extent to which Group companies have monetary assets and liabilities in currencies other
than the functional currency of the relevant Group entity. Foreign exchange differences on retranslation of such assets
and liabilities are recognised in the income statement.
2015
2014
SA Rand
$m
Sterling
$m
Other
$m
Total
$m
SA Rand
$m
Sterling
$m
Other
$m
Total
$m
8
–
11
19
12
–
15
27
56
93
1
–
1
1
–
102
–
1
–
–
57
95
1
102
48
70
2
–
8
1
–
337
–
1
–
–
56
72
2
337
Current liabilities:
Trade and other payables
Provisions
Interest bearing loans and borrowings
(197)
(39)
(144)
(5)
–
–
(1)
–
–
(203)
(39)
(144)
(227)
–
(87)
(12)
–
–
(1)
–
–
(240)
–
(87)
Non-current liabilities:
Interest bearing loans and borrowings
–
–
–
–
(88)
–
–
(88)
(222)
99
11
(112)
(270)
334
15
79
Non-current assets:
Other financial assets
Current assets:
Trade and other receivables
Cash and cash equivalents
Tax recoverable
HDSA receivable
The principal exchange rates impacting the Group’s results are Rand / Dollar and Sterling / Dollar. Details of average
exchange rates and closing exchange rates can be found in the Operating Statistics.
The Group also carries a $177 million Rand denominated deferred tax liability on the statement of financial position which
is exposed to currency risk (2014 – $268 million).
Our current policy is not to hedge Rand / US Dollar currency exposures and, therefore, fluctuations in the Rand to US Dollar
exchange rate can have a significant impact on the Group’s results. A strengthening of the Rand against the US Dollar
has an adverse effect on profits due to the majority of operating costs being paid in Rand.
Lonmin Plc
Annual Report and Accounts 2015
/ 163
Financial Statements
Notes to the Accounts
20 Financial risk management (continued)
20c Foreign currency risk (continued)
The approximate effects on the Group’s results of a 10% movement in the Rand to US Dollar 2015 average and closing
exchange rates would be as follows:
+/-$111m
+/- $69m
+/- $69m
+/- 11.8c
+/- $65m
+/- $40m
+/- $40m
+/- 7.0c
These sensitivities are based on 2015 prices, costs and volumes and assume all other variables remain constant.
20d Interest rate risk
The bulk of our borrowing facilities are in US Dollars and at floating rates of interest. The interest position is kept
under constant review in conjunction with the liquidity policy outlined in note 20b and the future funding requirements
of the business.
Liabilities:
Unsecured bank loans i
6.4
Non-interest bearing
2018
$m
2019
$m
–
–
–
(505)
At floating interest rates
At fixed interest rates
2014
$m
2015
$m
2014
$m
2015
$m
2014
$m
14
57
1
11
17
50
8
15
225
101
1
1
71
82
1
1
–
–
102
–
–
–
337
–
83
90
328
155
102
337
At floating interest rates
At fixed interest rates
2015
$m
2014
$m
2015
$m
2014
$m
5
197
5
1
4
227
12
1
361
144
–
–
–
175
–
–
–
–
–
–
–
–
–
–
208
244
505
175
–
–
A Deeper Look
2014
$m
04 /
2015
$m
Financial Statements
2015
$m
Non-interest bearing
Financial liabilities:
US Dollar
SA Rand
Sterling
Other
2017
$m
03 /
Financial assets:
US Dollar
SA Rand
Sterling
Other
2016
$m
Governance
Weighted average
interest rate in 2015
%
02 /
Based on contracted maturities, the following amounts are exposed to interest rate risk over future years as shown below:
Strategic Report
2014
01 /
Underlying operating profit / (loss)
Underlying profit / (loss) for the year
Equity
EPS (cents)
2015
Footnote:
i
Figures are based on facilities outstanding at the financial reporting date (refer to note 29).
05 /
Cash flow sensitivity analysis for variable rate instruments
A change in the interest rate will have limited effect on equity and profit or loss due to the majority of interest being capitalised.
Shareholder Information
www.lonmin.com
/ 164 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Accounts
20 Financial risk management (continued)
20e Commodity price risk
Our policy is not to hedge commodity price exposure on PGMs, except Gold, and therefore any change in prices will
have a direct effect on the Group’s trading results.
For base metals and Gold, hedging is undertaken where the Board determines that it is in the Group’s interest to hedge a
proportion of future cash flows. The policy is to hedge up to a maximum of 75% of the future cash flows from the sale of
these products looking forward over the next 12 to 24 months. The Group did not undertake any hedging of base metals
under this authority in the financial year and no forward contracts were in place in respect of base metals at the end of
the year. In 2012 the Group undertook a prepaid sale of Gold. Refer to note 19 for details.
The approximate effects on the Group’s results of a 10% movement in the 2015 average metal prices achieved
for Platinum (Pt) ($1,095 per ounce), Palladium (Pd) ($718 per ounce) and Rhodium (Rh) ($998 per ounce) would be
as follows:
2015
Underlying operating profit / (loss)
Underlying profit / (loss) for the year
Equity
EPS (cents)
2014
Pt
Pd
Rh
Pt
Pd
Rh
+/- $82m
+/- $51m
+/- $51m
+/- 8.8c
+/- $25m
+/- $15m
+/- $15m
+/- 2.6c
+/- $9m
+/- $6m
+/- $6m
+/- 1.0c
+/- $62m
+/- $39m
+/- $39m
+/- 7.2c
+/- $17m
+/- $10m
+/- $10m
+/- 1.9c
+/- $9m
+/- $5m
+/- $5m
+/- 1.0c
These sensitivities are based on 2015 prices, costs and volumes and assume all other variables remain constant.
20f Fair values
The fair values of financial assets and liabilities, together with the carrying amounts shown in the statement of financial
position, are as follows:
2015
2014
Carrying
amount
$m
Fair
value
$m
Carrying
amount
$m
Fair
value
$m
Other financial assets
HDSA receivable
Trade and other receivables
Tax recoverable
Cash and cash equivalents
19
102
63
1
320
19
102
63
1
320
27
337
73
2
143
27
337
73
2
143
Financial assets
505
505
582
582
Trade and other payables
Unsecured bank loans
(208)
(506)
(208)
(506)
(244)
(175)
(244)
(175)
Financial liabilities
(714)
(714)
(419)
(419)
Net financial (liabilities) / assets
(209)
(209)
163
163
Listed investments within other financial assets are marked to market. The unlisted investment is at Directors’ valuation
and the residual balances in available for sale financial assets relate to cash deposits held in respect of rehabilitation
obligations for which carrying values are at fair value.
The HDSA receivable represents loans held at amortised cost.
Trade and other receivables (excluding prepayments and accrued income) and trade and other payables are typically due
within one month and therefore the carrying amount is fair value.
For cash and cash equivalents the carrying value is equal to fair value.
For unsecured bank loans, there is considered to be no material difference between the carrying amount and fair value.
Amounts are shown gross of unamortised bank fees unless the unamortised bank fees relate to undrawn facilities in
which case they are treated as other receivables.
Lonmin Plc
Annual Report and Accounts 2015
/ 165
Financial Statements
Notes to the Accounts
20g Fair value hierarchy
The following is an analysis of the financial instruments that are measured at fair value.
They are grouped into levels 1 to 3 based on the extent to which the fair value is observable.
The levels are classified as follows:
Level 1 – fair value is based on quoted prices in active markets for identical financial assets or liabilities;
2015
Other financial assets
Level 1
$m
Level 2
$m
Level 3
$m
Total
$m
7
–
4
11
Level 2
$m
Level 3
$m
Total
$m
11
–
4
15
Deferred
tax liabilities
$m
Net
balance
$m
Governance
Other financial assets
Level 1
$m
02 /
2014
Strategic Report
Level 3 – fair value is determined on inputs not based on observable market data.
01 /
Level 2 – fair value is determined using inputs other than quoted prices included within level 1 that are observable for the
asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
21 Deferred tax assets / (liabilities)
2015
Deferred tax assets / (liabilities) in respect of:
Deferred
tax liabilities
$m
Net
balance
$m
Deferred
tax assets
$m
(222)
–
–
–
(222)
118
89
6
–
117
38
6
(537)
–
–
–
(537)
117
38
6
213
(222)
(9)
161
(537)
(376)
Movement in temporary differences during the year
Financial Statements
–
118
89
6
03 /
Non-current assets
Provisions
Trading losses
Share-based payments
Deferred
tax assets
$m
2014
Recognised in income
Recognised in
comprehensive
Underlying
income
$m
$m
At 30
September
2015
$m
270
10
–
–
(13)
(3)
51
4
–
–
–
–
(222)
118
89
6
(376)
48
280
39
–
(9)
Underlying
$m
Recognised in
comprehensive
income
$m
Recognised in income
At 1
October
2013
$m
Non-current assets
Provisions
Trading losses
Share-based payments
www.lonmin.com
Special items
Exchange
Other special
movements
items
$m
$m
At 30
September
2014
$m
(607)
100
–
6
42
–
–
–
86
–
–
–
(58)
17
38
–
–
–
–
–
(537)
117
38
6
(501)
42
86
(3)
–
(376)
Shareholder Information
58
(6)
–
(4)
05 /
(537)
117
38
6
A Deeper Look
Non-current assets
Provisions
Trading losses
Share-based payments
Special items
Exchange
Other special
movements
items
$m
$m
04 /
At 1
October
2014
$m
/ 166 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Accounts
21 Deferred tax assets / (liabilities) (continued)
Unrecognised deferred tax assets / (liabilities)
Deferred tax assets / (liabilities) have not been recognised in respect of the following items:
2015
Temporary
differences
$m
Capital losses carried forward
Trading and other losses carried forward
Unredeemed capital expenditure
Share-based payments
Unremitted profits of overseas subsidiaries
2014
Unrecognised
deferred tax
assets /
(liabilities)
$m
Temporary
differences
$m
Unrecognised
deferred tax
assets /
(liabilities)
$m
162
194
198
17
(404)
34
50
55
4
(20)
162
70
220
–
(1,690)
34
17
61
–
(84)
167
123
(1,238)
28
The temporary differences above, except for the unremitted profits from overseas subsidiaries, are subject to the local tax rate in
the United Kingdom at 21% (2014 – 21%), South Africa at 28% (2014 – 28%) and Canada at 18% (2014 – 18%). The dividend
withholding tax rate is 15% (2014 – 15%). Dividends payable by the South African companies to Lonmin Plc will be subject to
a 5% withholding tax benefitting from double taxation agreements. Therefore unrecognised deferred tax liabilities generated by
the timing difference relating to unremitted profits of overseas subsidiaries in 2015 only apply to Lonmin Plc for dividends
receivable from WPL and EPL at a rate of 5%.
At 30 September 2015, the Group had an amount of $114 million (2014 – $114 million) of surplus Advanced Corporation Tax
(ACT) available, subject to certain restrictions, for set-off against future United Kingdom corporation tax liabilities. ‘Shadow ACT’
amounted to $274 million (2014 – $274 million) and must be set-off prior to the utilisation of surplus ACT.
No deferred tax assets have been recognised in respect of the trading and other losses and the capital losses for subsidiaries
where management believe the chances of recovery are low.
22 Provisions
2015
$m
2014
$m
Opening balance
Capitalised to non-current assets
Established in the year
Unwinding of discount (note 6)
Foreign exchange differences
Restructuring and reorganisation costs
141
7
(10)
10
(26)
39
140
5
2
10
(16)
–
Closing balance
161
141
Current liabilities
Provisions
39
–
122
141
Non-current liabilities
Provisions
Current provisions relate to provisions for restructuring and reorganisation costs (refer to note 3).
Non-current provisions represent site rehabilitation liabilities and generally assume the cash flows occur at the end of the life of
the mine.
The Group provided third party guarantees to the Department of Mineral Resources amounting to $45 million (2014 – $55 million)
in connection with these rehabilitation obligations which the Group has to fund in order to restore the environment once all
mining operations have ceased. The movement in the value of the guarantees is mainly caused by foreign exchange movements.
Current cash and cash equivalents to the value of $6 million will be treated as restricted cash to be utilised for rehabilitation
obligations.
Lonmin Plc
Annual Report and Accounts 2015
/ 167
Financial Statements
Notes to the Accounts
23 Contingent liabilities
7
45
1
9
55
1
53
65
Number
$m
586,906,900
570,660,777
586
570
50,000
–
Issued and
fully paid
Number
Paid up
amount
$m
Share
premium
$m
570,660,777
570
1,411
3,120,687
13,125,436
3
13
–
37
586,906,900
586
1,448
Number
$m
618,631,943
619
Third party guarantees
– Eskom i
– Department of Mineral Resources ii
– Other iii
Strategic Report
2014
$m
Footnotes:
The Group provided third party guarantees to Eskom as security to cover estimated electricity accounts for three months.
i
ii
Refer to note 22 for more detail.
iii
Other contingent liabilities relate to guarantees to various entities including the medical aid scheme, Transnet and Telkom.
01 /
2015
$m
24 Called up share capital and share premium account
A Deeper Look
The holders of ordinary shares are entitled to receive all shareholder documents, to receive notice of any general meeting,
to attend, speak and exercise voting rights, either in person or by proxy and are entitled to participate in any distribution of
income or capital.
04 /
The rights and obligations attaching to the Company’s ordinary shares and the provisions relating to the transfer of the
ordinary shares are governed by law and the Company’s Articles of Association.
Financial Statements
Authorised shares of $1 each
03 /
At 30 September 2015:
Ordinary shares of $1 each
Governance
At 1 October 2014:
Ordinary shares of $1 each
The issue of shares pursuant to:
– issue of shares to the Lonmin Employee Benefit Trust (Shareholder Value
Incentive Plan and Stay & Prosper Plan)
– issue of shares to the Bapo
02 /
Ordinary shares of $1 each:
– Issued and fully paid – 2015
– Issued and fully paid – 2014
Deferred shares of £1 each:
– Issued and fully paid – 2015 and 2014
There are no restrictions on the transfer of shares or on the exercise of voting rights attached to them, except where the
Company has exercised its rights to suspend voting rights or to prohibit transfer.
05 /
Shareholder Information
www.lonmin.com
/ 168 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Accounts
25 Share plans
At 30 September 2015, the following options and awards were outstanding:
Number
of shares
Weighted
average
exercise price
of outstanding
options
(pence)
Weighted
average
remaining
contracted
life
(years)
Weighted
average
fair value
of options
granted
(£)
Share Plans
Long Term Incentive Plan
Outstanding at 1 October 2014
Granted during the year
Exercised during the year
Lapsed during the year
Outstanding at 30 September 2015
Exercisable at the end of the year
5,486,330
36,670
(507,710)
(1,357,604)
3,657,686
–
–
–
–
–
–
–
–
–
–
–
2.04
–
–
–
–
–
1.72
–
Stay & Prosper Plan
Outstanding at 1 October 2014
Granted during the year
Exercised during the year
Lapsed during the year
Outstanding at 30 September 2015
Exercisable at the end of the year
13,045,304
29,259
(2,132,291)
(3,557,523)
7,384,749
–
–
–
–
–
–
–
–
–
–
–
1.95
–
–
–
–
–
1.80
–
ASAP
Outstanding at 1 October 2014
Granted during the year
Exercised during the year
Lapsed during the year
Outstanding at 30 September 2015
Exercisable at the end of the year
1,217,847
223,393
(172,370)
(119,563)
1,149,307
–
–
–
–
–
–
–
–
–
–
–
8.55
–
–
–
–
–
3.02
–
Retention Plan
Outstanding at 1 October 2014
Granted during the year
Exercised during the year
Lapsed during the year
Outstanding at 30 September 2015
Exercisable at the end of the year
341,438
–
–
–
341,438
–
–
–
–
–
–
–
–
–
–
–
1.17
–
–
–
–
–
–
–
Further information about each of the above plans, including the performance conditions, can be found in the Remuneration
Committee Report.
Lonmin Plc
Annual Report and Accounts 2015
/ 169
Financial Statements
Notes to the Accounts
LTIP
Stay & Prosper
2014
1.61 – 1.65
0.15 – 1.72
–
3
44%
0.0%
1.0%
1.80 – 3.02
2.24 – 2.83
–
3
44%
0.0%
1.0%
Governance
2015
02 /
Range of share price at date of grant (£)
Range of share price at date of exercise (£)
Exercise price (£)
Expected option life (years)
Volatility
Dividend yield
Risk free interest rate
Monte Carlo
Monte Carlo
Strategic Report
Details of options granted during the year
The fair value of equity settled options granted in the year have been measured using the weighted average inputs below and
the following valuation models:
01 /
25 Share plans (continued)
Lonmin Employee Benefit Trust (the “Trust”)
At 30 September 2015 the Trust held 354,981 shares (beneficially and as bare trustee) (2014 – 46,665 shares). The market
value of these shares at the year end was $87,270. Where not waived, dividends payable on these shares are held by the
Trust on behalf of the participants. Ben Magara and Simon Scott are deemed to have a beneficial interest, to the extent of
their Invested and Bonus Shares pursuant to the Deferred Annual Bonus Plan (included in the table of Directors’ share
interests), and a non-beneficial interest in the balance.
Volatility was calculated with reference to the Group’s historic share price volatility up to the grant date. The number of years
of historic data used is equal to the term of each option.
15
5
1
19
20
10
30
8
1
37
18
9
409
417
All related party transactions are priced on an arm’s length basis.
A Deeper Look
2014
$m
04 /
Transactions:
Purchases from joint venture – Pandora
Amounts due from joint venture – Pandora
Amounts due from associate – Incwala
Dividends to minorities – Incwala i
Interest accrued from HDSA investors in Incwala
Subscription paid to the Platinum Jewellery Development Association ii
Balances:
Amounts due from HDSA investors in Incwala iii
2015
$m
Financial Statements
The Group’s related party transactions and balances are summarised below:
03 /
26 Related parties
The Group has a related party relationship with its Directors and key management (as disclosed in the Remuneration Report
and in note 5) and its equity accounted investments (note 13).
Footnotes:
i
These advance dividend payments were made by a Group company, WPL, to Incwala Platinum (Proprietary) Limited (IP) as explained in note 9.
The subscription paid by Lonmin is material to the Platinum Jewellery Development Association of which Lonmin is a member.
Refer to note 14 for details regarding the amounts due from HDSA investors in Incwala. This amount is before deducting the accumulated
impairment charge of $307 million.
05 /
ii
iii
Contracted for but not yet provided
www.lonmin.com
2015
$m
2014
$m
18
20
Shareholder Information
27 Capital commitments
/ 170 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Accounts
28 Operating and finance leases
The full aggregate lease payments of the Group under non-cancellable operating leases are set out below:
Land and buildings
Operating leases which fall due for payment:
Within one year
Between one and five years
2015
$m
2014
$m
1
1
1
2
2
3
Lonmin Management Services is contracted in a lease agreement which expires on 31 October 2020. The contract is
renewable every 10 years with a compounded yearly escalation rate of 8%.
Lonmin Plc is contracted in a lease agreement which expires on 23 June 2016. The contract is renewable at the date of expiry
and no escalation rate is applicable for the duration of the contract.
29 Net (debt) / cash as defined by the Group
As at
1 October
2014
$m
Cash flow
$m
Foreign
exchange
and non cash
movements
$m
Transfer of
unamortised
bank fees
from other
receivables
$m
As at
30 September
2015
$m
Cash and cash equivalents ii
Current borrowings
Non-current borrowings
Unamortised bank fees iii
143
(87)
(88)
3
160
(331)
–
–
17
(88)
88
(2)
–
–
–
–
320
(506)
–
1
Net debt as defined by the Group i
(29)
(171)
15
–
(185)
Foreign
exchange
and non cash
movements
$m
Transfer of
unamortised
bank fees
from other
receivables
$m
As at
1 October
2013
$m
Cash flow
$m
As at
30 September
2014
$m
Cash and cash equivalents
Current borrowings
Non-current borrowings
Unamortised bank fees iii
201
–
–
–
(71)
(87)
(88)
–
13
–
–
–
–
–
–
3
143
(87)
(88)
3
Net cash / (debt) as defined by the Group i
201
(246)
13
3
(29)
Footnotes:
i
Net (debt) / cash as defined by the Group comprises cash and cash equivalents, bank overdrafts repayable on demand and interest bearing loans and
borrowings less unamortised bank fees, unless the unamortised bank fees relate to undrawn facilities in which case they are treated as other receivables.
ii
Current cash and cash equivalents to the value of $6 million will be treated as restricted cash to be utilised for rehabilitation obligations (refer note 22).
iii
As at 30 September 2015 unamortised bank fees of $1 million relating to drawn facilities were offset against net debt (30 September 2014 – $3 million).
Lonmin Plc
Annual Report and Accounts 2015
/ 171
Financial Statements
Notes to the Accounts
The transactions have been accounted for as follows:
Accounting treatment
Bapo transaction
Under the arrangement:
(i)
The fair value of the prepayment for the future royalties has
been calculated at R450 million ($40 million). This has been
accounted for as a prepayment for royalties which is
amortised over a period of 40 years under the terms of the
agreement. The balance is R447 million ($40 million) of
which R429 million ($38 million) is a non-current asset and
R11 million ($1 million) is current. Costs to the value of
R7 million ($1 million) have been amortised for the nine
months to September 2015. The current portion is included
under trade and other receivables.
a lump sum cash royalty payment of R520 million settled
in shares (refer to (c) below);
Shareholder Information
www.lonmin.com
05 /
Share capital and share premium increased by R564 million
(c) Lonmin settled the lump sum cash royalty payment of
($50 million) as a result of the issue of 13.1 million Lonmin
R520 million ($46 million) (under (a)(i) above) and the
Plc shares at a premium.
consideration of R44 million ($4 million) (under (b) above)
through the issue of 13.1 million new ordinary shares
(2.24%) in Lonmin Plc to the Bapo to the value of
R564 million ($50 million) (the Placing Shares).
To preserve the BEE credentials that this transaction
confers on the relevant Lonmin companies, the Placing
Shares are subject to a lock-in period of ten years from the
effective date of this transaction. During the lock-in period,
the Placing Shares may not be sold or encumbered by
the Bapo. The total amount paid to the Bapo under
(a) and (b) above includes a premium of R149 million
($13 million), in recognition of the benefit to Lonmin of
the ten year lock-in period.
A Deeper Look
(b) Lonplats acquired 100% of the Bapo’s shares in Bapo ba The equity accounted investments increased by R44 million
Mogale Mining Company (Proprietary) Limited, whose only ($4 million). Refer to note 13.
asset of value was the 7.5% participation interest in the
Lonmin will continue to equity account for the joint venture.
Pandora JV, for its fair value of R44 million.
04 /
The shares include a lock-in period (see (c) below). As the
lock-in period represents a post vesting condition, the
difference between the fair value of the shares and the fair
value of the consideration received has been expensed to
the income statement representing a cost of entering into
the BEE arrangement. This totals R149 million ($13 million).
This premium is included as a special cost in the income
statement. Refer to note 3.
Financial Statements
The deferred payment of R100 million which is payable in
annual instalments of R20 million over 5 years and was
discounted to R79 million ($7 million). The discounted
liability will be unwound over the 5 year period. The
outstanding balance is R63 million ($4 million), of which
R47 million ($3 million) is non-current and R16 million
($1 million) is current. The current portion is included in
trade and other payables whilst the non-current portion is
in deferred royalty payment.
03 /
(ii) a deferred royalty payment of R100 million, payable in five
instalments of R20 million per annum in each of the five
years following completion of the transaction. This amount
will be used by the Bapo to pay the administrative costs of
running, controlling and directing the affairs of Bapo.
Governance
The total of R620 million included:
02 /
(a) The Bapo waived their statutory right to receive royalties
from EPL and WPL (together referred to as Lonplats) for:
Strategic Report
Details of the transaction
01 /
30 BEE transactions
Overview of the BEE transactions
In December 2014, Lonmin concluded a series of shareholding agreements with the Bapo ba Mogale Traditional Community
(the Bapo). Lonmin also implemented an Employee Share Ownership Plan and a Community Share Ownership Trust for the
benefit of the local communities on the western portion of our Marikana operations. All three transactions collectively provided
the additional equity empowerment which Lonmin required to achieve the 26% effective BEE equity ownership target as
required under the Mining Charter.
/ 172 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Accounts
30 BEE transactions (continued)
Overview of the BEE transactions (continued)
Details of the transaction
Accounting treatment
Bapo transaction (continued)
In addition to the above, Lonmin and the Bapo jointly formed Refer to the Community Trusts below.
a community development trust for the benefit of the members
of the Bapo community (The Bapo Community Local
Economic Development Trust (the Bapo Trust)).
Employee Shareholding Ownership Plan (ESOP)
Lonmin formed an ESOP, called Lonplats Siyakhula Employee
Profit Share Scheme, for the benefit of all Lonmin employees
who were not participating in any of the share option schemes
which existed when the transaction was concluded. LSA (U.K.)
Limited (LSA) (a Lonmin subsidiary) transferred 3.8% of its
shareholding in Lonplats (being WPL and EPL) to the ESOP,
and the ESOP is entitled to the higher of 3.8% of Lonplats’ net
profit after tax or dividend declared, with effect from the 2015
financial year. The annual distributions made to the ESOP will
be distributed to the beneficiaries of the ESOP.
The ESOP has been consolidated into the Group accounts
as it is regarded as being controlled by the Group for
accounting purposes.
The annual distributions from the ESOP to its beneficiaries
will be treated as an expense for services rendered to
Lonmin by the employees who are the scheme’s
beneficiaries. WPL and EPL incurred losses for the 2015
financial year, therefore there will not be any distribution to
the beneficiaries of the trust.
Community Trusts
Two separate Community Trusts were established – one for
the Bapo community, as explained above, and the other for
the Marikana community on the western side of our Marikana
operations. Each of the Community Trusts was issued with
0.9% of the issued share capital of Lonplats which was
transferred from Lonmin’s subsidiary, LSA (U.K.) Limited (LSA).
In addition, the Trusts will receive annual distributions which
will equal their share of dividends declared by Lonplats, with a
minimum of R5 million payable to the Trust. If dividends
declared are less than R5 million, Lonplats will make a top-up
payment to bring the total distribution for that year to R5 million.
The Trusts will distribute the annual distributions to the
communities to fund community projects.
The Community Trusts have been consolidated into the
Group accounts.
The distributions from the Community Trusts to the
community projects will be treated as an expense when the
payment is made to the communities.
Impact on the Statement of Financial Position:
Excluding BEE
transaction
$m
BEE
transaction
$m
22
–
4
38
b)
a) i)
26
38
Current assets
Trade and other receivables
Cash and cash equivalents
70
322
1
(2)
a) i)
a) i)
71
320
Current liabilities
Trade and other payables
(207)
(1)
a) ii)
(208)
Non-current liabilities
Deferred royalty payment
–
(3)
a) ii)
(3)
573
1,411
(480)
13
37
(13)
c)
c)
a) iii)
586
1,448
(493)
Non-current assets
Equity accounted investments
Royalty prepayment
Capital and reserves
Share capital
Share premium
Accumulated loss
Reference
Including BEE
transaction
$m
Lonmin Plc
Annual Report and Accounts 2015
/ 173
Financial Statements
Notes to the Accounts
31 Impairment of non-financial assets
At each financial reporting date, the Group assesses whether there is any indication that non-financial assets are impaired.
If any such indication exists, the recoverable amount of the assets is estimated in order to determine the extent of the
impairment (if any). Recoverable amount is the higher of fair value less costs to sell and value in use.
The Akanani CGU is an exploration asset and is located on the Northern Limb of the Bushveld Igneous Complex in the
Limpopo Province of South Africa. A pre-feasibility study was completed in 2012.
The Limpopo CGU is located on the Northern Sector of the Eastern Limb of the Bushveld Igneous Complex in the Limpopo
Province of South Africa and comprises two resource blocks (Baobab and Baobab east). The CGU includes mines which
were placed on care and maintenance in 2009 and a concentrator complex.
Projections are determined through a combination of the views of the Directors, market
estimates and forecasts and other sector information. The Platinum price is projected to
be in the range of $1,050 to $1,535 per ounce in real terms over the life of the mine.
Palladium and Rhodium prices are expected to range between $605 and $840 and
$855 and $2,245 respectively per ounce in real terms over the same period.
Production volume
Projections are based on the capacity and expected operational capabilities of the
mines, the grade of the ore, and the efficiencies of processing and refining operations.
Production costs
Projections are based on current cost adjusted for expected cost changes as well as
giving consideration to specific issues such as the difficulty in mining particular sections
of the reef and the mining method employed.
Capital expenditure requirements Projections are based on the operational plan, which sets out the long-term plan of the
business and is approved by the Board.
Foreign currency exchange rates Spot rates as at the end of the reporting period are applied.
Reserves and resources of the
Projections are determined through surveys performed by Competent Persons and the
CGU
views of the Directors of the Company.
The discount rate is based on a Weighted Average Cost of Capital (WACC) calculation
using the Capital Asset Pricing Model grossed up to a pre-tax rate. The Group uses
external consultants to calculate an appropriate WACC.
A Deeper Look
For impairment testing management projects cash flows over the life of the relevant mining operation which is significantly
greater than 5 years. For the Marikana CGU the life of the mine spanning until 2058 was applied. For the Akanani CGU the life
of the mine spans until 2049.
04 /
Discount rate
Financial Statements
PGM prices
03 /
Management Approach
Governance
Key Assumption
02 /
For Marikana and Akanani, the recoverable amounts were calculated using a value in use valuation. The key assumptions
contained within the business forecasts and management’s approach to determine appropriate values in use are set out below:
Strategic Report
The Marikana CGU is located in the Marikana district to the east of the town of Rustenburg in the North West Province of
South Africa. It contains a number of producing underground mines, various development properties, concentrators, tailings
storage facilities and smelting and refining operations.
01 /
For impairment assessment, the Group’s net assets are grouped into CGUs being the Marikana CGU, Akanani CGU,
Limpopo CGU and Other. The Marikana and Limpopo CGUs relate to the PGM segment and the Akanani CGU relates
to the Exploration segment.
The risk-adjusted pre-tax discount rate applied for impairment testing in the Marikana CGU for 2015 was 15.6% real
(2014 – 11.8% real). The rate applied for the exploration and evaluation asset in the Akanani CGU for 2015 was 17.9%
nominal (2014 – 16.5% nominal).
05 /
The Limpopo CGU was valued on a fair value less cost to sell basis. The latest market transactions and resource multiples
were reviewed and given the current PGM environment, it was decided to impair the Limpopo asset to $nil.
Shareholder Information
www.lonmin.com
/ 174 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Accounts
31 Impairment of non-financial assets (continued)
For the 2015 financial year, the Group’s non-financial assets were impaired by $1,811 million primarily due to an increased
discount rate, the reduced production profile and revised PGM price outlook in the Business Plan which have resulted in the
downward revision of estimated future cash flows from the Marikana operations. This led to the value in use declining below
the carrying amount of the non-financial assets of the operations. The impairment charge was allocated to the different CGUs
as follows:
Marikana
CGU
Akanani
CGU
Limpopo
CGU
Total
Carrying amount pre-impairment:
Goodwill
Other intangibles
Property, plant and equipment
Equity accounted investments
Royalty prepayment
40
180
2,816
26
38
–
219
–
–
–
–
53
74
–
–
40
452
2,890
26
38
Total
3,100
219
127
3,446
Marikana
CGU
Akanani
CGU
Limpopo
CGU
Total
Recoverable amount:
Goodwill
Other intangibles
Property, plant and equipment
Equity accounted investments
Royalty prepayment
–
94
1,477
26
38
–
–
–
–
–
–
–
–
–
–
–
94
1,477
26
38
Total
1,635
–
–
1,635
Marikana
CGU
Akanani
CGU
Limpopo
CGU
Total
Impairment:
Goodwill
Other intangibles
Property, plant and equipment
Equity accounted investments
Royalty prepayment
(40)
(86)
(1,339)
–
–
–
(219)
–
–
–
–
(53)
(74)
–
–
(40)
(358)
(1,413)
–
–
Total
(1,465)
(219)
(127)
(1,811)
For the Marikana CGU, the impairment charge was first allocated to goodwill. The remaining balance of the impairment
charge was allocated pro-rata to the other non-financial assets, but limited to the assets’ recoverable amounts.
In preparing the financial statements, management has considered whether a reasonably possible change in the key
assumptions on which management has based its determination of the recoverable amounts of the CGUs would cause the
units’ carrying amounts to exceed their recoverable amounts. A reasonably possible change in any of the assumptions used
to value the Marikana CGU will lead to a reduction or increase in the impairment charge as follows:
Assumption
Movement in assumption
Metal prices
ZAR:USD exchange rate
Discount rate
Production
+/-5%
-/+5%
-/+100 basis points
+/-5%
Reversal of impairment / (Further impairment)
$329m / ($336m)
$247m / ($279m)
$146m / ($137m)
$361m / ($361m)
The Akanani CGU was impaired in 2012, and as such a change in any of the key assumptions would lead to further
impairment or reversal of the previous impairment. Similar impairment assessments were performed on our Akanani asset.
These have resulted in full impairment of the assets in the Akanani CGU, with a further impairment charge of $219 million.
Reasonably possible movements in any of the three key assumptions would not result in a reversal of previous impairment.
Lonmin Plc
Annual Report and Accounts 2015
/ 175
Financial Statements
Notes to the Accounts
32 Events after the financial reporting period
The announcement of these results coincides with the launch of a Rights Issue which is conditional on, amongst other things,
shareholder approval. The Group proposes to raise approximately $407 million, before deducting share issue costs and
foreign exchange charges, as well as amend the existing debt facilities.
Following the amendment, the Group’s debt facilities going forward are summarised as follows:
Revolving credit facilities totalling $75 million and a $150 million term loan, at a Lonmin Plc level, which mature in
May 2020 (assuming Lonmin exercises its option to extend the term up until this date).
•
Revolving credit facility totalling R1,980 million, at a Western Platinum Limited level, which matures in May 2020
(assuming Lonmin exercises its option to extend the term up until this date).
Strategic Report
•
01 /
The amended debt facility agreements which were entered into on 9 November 2015 will become effective only if a
Resolution approving the planned Rights Issue is passed by the Company’s shareholders at a General Meeting to be held
on 19 November 2015 and $350 million of net cash proceeds are received.
The following covenants apply to these facilities:
•
The consolidated debt of the Group will not at any time exceed an amount equal to 35% of consolidated tangible net
worth of the Group;
•
The liquidity for the Group will not, for any week from 1 January 2016, be less than $20,000,000;
•
The capital expenditure of the Group (excluding any Bulk Tailings Agreement) shall not exceed the limits set out in
the table below. The Company shall also have the option to carry forward or back up to 10% of the limits set out in the
table below.
Financial Year
Capex Limit
ZAR 1,338 million
ZAR 1,242 million
ZAR 2,511 million
ZAR 3,194 million
ZAR 4,049 million
Financial Year
1 October 2015 – 30 September 2016 (inclusive)
1 October 2016 – 30 September 2017 (inclusive)
Bulk Tailings Capex Limit
ZAR 370 million
ZAR 182 million
Financial Statements
There is also an additional limit on capital expenditure in relation to any Bulk Tailings Agreement as set out below:
03 /
1 October 2015 – 30 September 2016 (inclusive)
1 October 2016 – 30 September 2017 (inclusive)
1 October 2017 – 30 September 2018 (inclusive)
1 October 2018 – 30 September 2019 (inclusive)
1 October 2019 – 31 May 2020 (inclusive)
Governance
The consolidated tangible net worth of the Group will not be at any time less than US$1,100 million;
02 /
•
The limit on capital expenditure in relation to any Bulk Tailings Agreement after 30 September 2017 will be zero.
04 /
A Deeper Look
In addition to the above, the Group’s existing lenders agreed on 26 October 2015 to suspend the testing of the tangible net
worth covenants under the existing US Dollar facility until the amended facilities agreements become effective, failing which,
the covenants would be tested under the existing facilities.
05 /
Shareholder Information
www.lonmin.com
/ 176 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Accounts
33 Group companies
The following companies have been consolidated in the Group accounts and materially contributed to the assets and / or
results of the Group and are classified according to their main activity.
Effective
interest in
ordinary
share capital
%
Company
Principal place of
business
Country of
incorporation
Material subsidiaries
Eastern Platinum Ltd
Western Platinum Ltd
South Africa
South Africa
South Africa
South Africa
86.2%
86.2%
Subsidiary
Subsidiary
Messina Platinum Mines Ltd
Akanani Mining (Proprietary) Ltd
South Africa
South Africa
South Africa
South Africa
86.2%
80.1%
Subsidiary
Subsidiary
England
Barbados
Kenya
British Virgin
Islands
British Virgin
Islands
South Africa
South Africa
Canada
Canada
Gabon
England
Barbados
South Africa
England
Barbados
Kenya
British Virgin
Islands
British Virgin
Islands
South Africa
South Africa
Canada
Canada
Gabon
England
Barbados
South Africa
100.0%
100.0%
100.0%
100.0%
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Dormant
Investment holdings
Mineral exploration
Dormant
100.0%
Subsidiary
Dormant
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
65.0%
100.0%
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Dormant
Dormant
Investment holdings
Investment holdings
Dormant
Investment holdings
Dormant
Mineral exploration
England
England
100.0%
Subsidiary
Dormant
England
England
Canada
England
Guernsey
South Africa
England
England
Canada
England
Guernsey
South Africa
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Branch
Lonmin Mining Company Limited
Lonmin Mining Supplies Limited
Lonmin Mozambique Oil Holdings
Limited
Lonmin (Northern Ireland) Limited
England
England
England
England
100.0%
100.0%
Subsidiary
Subsidiary
Dormant
Dormant
Mineral exploration
Dormant
Insurance
Management of
strategic activities
of SA operations
Dormant
Dormant
England
Ireland
England
Ireland
100.0%
100.0%
Subsidiary
Subsidiary
Lonmin Textiles Limited
Lonwest Properties Limited
LSA (U.K.) Limited
Messina Limited
Metals Technology Inc
England
England
England
South Africa
British Virgin
Islands
England
England
England
England
South Africa
British Virgin
Islands
England
100.0%
100.0%
100.0%
100.0%
100.0%
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Dormant
Early stage exploration
for PGMs, gold and
associated metals
Dormant
Dormant
Investment holdings
Dormant
Dormant
100.0%
Subsidiary
Dormant
Scotland
Scotland
100.0%
Subsidiary
Dormant
Gabon
Gabon
100.0%
Subsidiary
Dormant
Cayman Islands
Cayman Islands
100.0%
Subsidiary
Dormant
Other subsidiaries
ACGE Investments Limited
AfriOre International (Barbados) Limited
AfriOre Kenya Limited
AfriOre Limited
AfriOre Precious Metals Holdings Inc
AfriOre (Proprietary) Limited
Burchell Gold (Proprietary) Limited
Canada Inc 4321677
Canada Inc 6529241
Gabon Mining Corporation
Greataward Limited
Kwagga Gold (Barbados) Limited
Kwagga Gold (Proprietary) Limited
London Australian & General Property
Company Limited
London City & Westcliff Properties
Limited
Lonmin Bahamas Hotels Limited
Lonmin Canada Inc
Lonmin Finance Limited
Lonmin Insurance Limited
Lonmin Management Services
MNG Investments Limited
Scottish and Universal Investments
Limited
Societe Gabonaise de Development
Minier
Southern Platinum (Cayman Islands)
Corporation
Principal activities
Platinum mining
Platinum mining
and refining
Platinum mining
Mineral exploration
and evaluation
Lonmin Plc
Annual Report and Accounts 2015
/ 177
Financial Statements
Notes to the Accounts
Effective
interest in
ordinary
share capital
%
Company
Principal place of
business
Country of
incorporation
The African Investment Trust Limited
Tobs Limited
Topmast Estates Limited
Vlakfontein Nickel (Proprietary) Limited
Western Metal Sales Limited
England
England
England
South Africa
Bermuda
England
England
England
South Africa
Bermuda
100.0%
100.0%
100.0%
100.0%
100.0%
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Dormant
Dormant
Dormant
Dormant
Dormant
South Africa
South Africa
50.0%
Joint Venture
Platinum mining
South Africa
South Africa
100.0%
Investment holdings
South Africa
South Africa
Subsidiary
Special
100.0% purpose entity
Northern Ireland
Northern Ireland
South Africa
South Africa
South Africa
South Africa
Special
100.0% purpose entity
Special
100.0% purpose entity
Special
100.0% purpose entity
South Africa
South Africa
Special
100.0% purpose entity
Governance
Restricted cash
02 /
Restricted cash
Strategic Report
LoKoz SPV Limited
The Lonmin Platinum Pollution
Control and Rehabilitation Trust
Akanani Pollution Control and
Rehabilitation Trust
Lonmin Platinum Limpopo Mining
Area Pollution Control and
Rehabilitation Trust
Housing development
Early stage
exploration for
PGMs, gold and
associated metals
01 /
Other entities
Pandora Joint Venture
BAPO Mining Company (Proprietary)
Limited
Marikana Housing Development
Company
Principal activities
Restricted cash
Incwala Platinum (Proprietary) Limited (IP) is the only minority shareholder in the Group companies listed above.
03 /
A full list of Group companies will also be included in the annual return registered with Companies House.
Financial Statements
04 /
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
/ 178 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Lonmin Plc Company Balance Sheet
as at 30 September
2015
$m
2014
$m
1
922
922
1
1,136
1,136
923
1,137
1
1,171
102
224
3
1,327
337
42
1,498
1,709
(697)
(361)
(694)
–
(1,058)
(694)
440
1,015
Total assets less current liabilities
1,363
2,152
Net assets
1,363
2,152
41
586
1,448
88
(759)
570
1,411
88
83
41
1,363
2,152
Note
Non-current assets
Tangible fixed assets
Investments
Shares in subsidiary undertakings
35
36
Total non-current assets
Current assets
Deferred tax
Debtors
Other financial assets
Cash at bank and on hand
38
39
37
Total current assets
Current liabilities
Creditors: amounts falling due within one year
Bank loans and overdrafts
40
Net current assets
Capital and reserves
Called up share capital
Share premium account
Other reserves
Profit and loss account
Total shareholders’ funds
41
41
41
The financial statements of Lonmin Plc, registered number 103002, were approved by the Board of Directors on
9 November 2015 and were signed on its behalf by:
Brian Beamish
Chairman
Simon Scott
Chief Financial Officer
Lonmin Plc
Annual Report and Accounts 2015
/ 179
Financial Statements
Notes to the Company Accounts
The Company has taken advantage of the exemption contained in Section 408(4) of the Companies Act 2006 from presenting
its own profit and loss account.
The Company has taken advantage of the exemption in FRS 1 – Cash Flow Statements and has not prepared a cash flow
statement.
Strategic Report
The Company’s functional currency is the US Dollar. The reporting currency is also the US Dollar.
01 /
34 Accounting policies
Basis of preparation
The Lonmin Plc (the Company) balance sheet and related notes have been prepared in accordance with United Kingdom
generally accepted accounting practice (UK GAAP) and in accordance with UK company law. The financial information has
been prepared on a historic cost basis as modified by the revaluation of certain financial instruments. The accounts have been
prepared on a going concern basis, as detailed in note 1 of the Group financial statements. The following principal accounting
policies have been applied consistently in dealing with items which are considered material in relation to the Company’s
financial statements.
The Company has taken advantage of the exemption contained in FRS 8 and has therefore not disclosed transactions or
balances with wholly owned subsidiaries which form part of the group headed by Lonmin Plc.
Useful economic life
Straight-line
Straight-line
Over the life of the lease
10% – 33% per annum
Rate
3 – 5 years
3 – 10 years
A Deeper Look
Financial instruments
The Company’s principal financial instruments (other than derivatives) comprise bank loans, investments, cash and short term
deposits.
04 /
Tangible fixed assets are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may
not be recoverable. When a review for impairment is conducted, the recoverable amount is assessed by reference to the net
present value of expected future cash flows of the relevant income generating unit or disposal value if higher in accordance
with FRS 11.
Financial Statements
Short term leasehold property
Fixtures and Fittings
Method
03 /
Tangible fixed assets
Tangible fixed assets are recorded at cost or valuation, which are not updated under the transitional arrangements of FRS 15
– Tangible Fixed Assets, less depreciation. Depreciation on fixed assets is provided on a straight-line basis. Assets are
depreciated over their estimated useful economic lives to residual value. Depreciation rates for the principal assets of the
Company are as follows:
Governance
Investment in subsidiaries
The Company’s investment in shares in Group companies are stated at cost less any provision for impairment. The principal
subsidiaries of the Company are LSA (U.K.) Limited (registered in England) and AfriOre Limited (registered in the British Virgin
Islands) which are both wholly owned by the Company. LSA (U.K.) Limited holds the investments in Western Platinum Limited,
Eastern Platinum Limited and Messina Platinum Mines Limited. AfriOre Limited holds the investment in Akanani Mining
(Proprietary) Limited. For more information see note 31 of the Group financial statements.
02 /
Available for sale assets
The Company’s listed investments is measured at fair value and any changes are recognised directly in equity except when
the asset is impaired, then the impairment losses are taken to the income statement. Fair value is determined by using the
market price at the balance sheet date when this is available. For investments for which market price is not available the
Directors’ best estimate of market value is used.
Bank loans were initially recorded at fair value, and have subsequently been recorded at amortised cost using the effective
interest rate method.
Leases
Operating lease rentals are charged to the profit and loss account on a straight-line basis over the period of the lease.
Current Tax
The charge for taxation is based on the profit for the year and takes account of the taxation deferred because of timing
differences between the treatment of certain items for taxation and accounting purposes.
www.lonmin.com
Shareholder Information
Accounting for the financing provided by the Company for Shanduka’s acquisition of the non-controlling interests in the
Company’s principal subsidiaries is considered in note 14 of the Group accounts.
05 /
HDSA receivable
The HDSA receivable was recognised initially at fair value, and subsequently recorded at amortised cost.
/ 180 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Company Accounts
34 Accounting policies (continued)
Deferred tax
Deferred tax is provided, without discounting, in respect of all timing differences between the treatment of certain items for
taxation and accounting purposes that have originated but not reversed by the balance sheet date, except as otherwise
required by FRS 19.
Pension costs and other post-retirement benefits
For current employees, the Company either makes payments on behalf of employees into a defined contribution scheme
which the Company has set up, or makes direct payments to employees who may then make their own arrangements.
A defined contribution scheme is a post-employment benefit plan under which the Company pays fixed contributions into a
separate legal entity and had no legal or constructive obligation to pay further amounts. Obligations for contributions to defined
contribution pension plans are recognised as an employee benefit expense in the income statement when they are due.
Share-based payments
Equity settled schemes
From the grant date the fair value of options granted to employees is recognised as an employee expense, with a
corresponding increase in equity, over the period that the employees become unconditionally entitled to the shares.
Cash settled schemes
The fair value of the amount payable to employees in respect of share appreciation rights, which are settled in cash,
is recognised as an expense, with corresponding increase in liabilities, over the period that the employees become
unconditionally entitled to payment. The liability is remeasured at each reporting date and at settlement date. Any changes
in the fair value of the liability are recognised as an employee expense in the income statement.
Basis of fair value
The fair value of each option or share appreciation right is determined using either a Black-Scholes option pricing model or a
Monte Carlo projection model depending on the type of the award. Market related performance conditions are reflected in the
fair value of the share. Non-market related performance conditions are allowed for using a separate assumption about the
number of awards expected to vest; the final charge made reflects the numbers actually vested on the basis that non-market
conditions are met.
Share options and own shares held
In accordance with Urgent Issues Task Force Abstract 25 – National Insurance Contributions on Share Option Gains (UITF 25),
the Company provides in full for the employer’s national insurance liability estimated to arise on the future exercise of share
options granted.
As required under Urgent Issues Task Force Abstract 38 – Accounting for ESOP Trusts (UITF 38), the cost to the Company of
own shares held is shown as a deduction from shareholders’ funds within the profit and loss account. Consideration paid or
received for the purchase or sale of the Company’s own shares in the ESOP trust is shown separately in the reconciliation of
movements in the shareholders’ funds.
Dividend reinvestment programme
Under the Company’s Dividend Reinvestment Plan, shareholders can elect for the whole of their cash dividends to be reinvested
in Lonmin Plc shares which are purchased on their behalf in the market. All cash dividends are paid to the Registrars who use
the dividends of participants in the plan to fund these purchases. Accordingly, no new shares are issued, dividends are paid
and accounted for in the normal way, and there are no special accounting requirements for the programme.
Foreign currency
Transactions denominated in foreign currencies are translated into the functional currency of the Company using the exchange
rates prevailing at the dates of transactions. Monetary assets and liabilities denominated in foreign currencies are translated
into the functional currency at the rates of exchange ruling at the balance sheet date. Non-monetary assets and liabilities are
translated at the historic rate.
Foreign currency differences arising on retranslation are recognised in the income statement, except for differences arising on
the retranslation of available for sale financial assets, which are recognised directly in equity.
Foreign currency gains and losses are reported on a net basis.
Exploration and evaluation expenditure
All exploration and expenses relating to pre-feasibility work and, in line with Group policy, are expensed as incurred.
Finance expenses
Finance expenses comprise interest expense on borrowings, bank fees (including bank fees which are capitalised and
amortised over the life of the facility) and losses on hedging instruments that are recognised in the income statement.
Lonmin Plc
Annual Report and Accounts 2015
/ 181
Financial Statements
Notes to the Company Accounts
35 Tangible fixed assets
Fixtures and
fittings
$m
3
Depreciation:
At 1 October 2014
Charge for the year
Disposals
2
–
–
At 30 September 2015
2
Net book value:
At 30 September 2015
1
At 1 October 2014
1
$m
Cost:
At 1 October 2014
Additions
1,538
–
At 30 September 2015
1,538
At 30 September 2015
616
Net book value:
At 30 September 2015
922
At 1 October 2014
1,136
Financial Statements
402
214
03 /
Provisions:
At 1 October 2014
Increase
Governance
36 Shares in subsidiary undertakings
02 /
At 30 September 2015
Strategic Report
3
–
–
01 /
Cost:
At 1 October 2014
Additions
Disposals
$m
At 30 September 2014
1,538
At 30 September 2014
402
Net book value:
At 30 September 2014
1,136
At 1 October 2013
1,136
www.lonmin.com
Shareholder Information
402
–
05 /
Provisions:
At 1 October 2013
Increase
A Deeper Look
1,538
–
04 /
Cost:
At 1 October 2013
Additions
/ 182 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Company Accounts
37 Other financial assets
HDSA
receivable
$m
At 1 October 2014
Interest accrued
Impairment charge
Foreign exchange differences
337
20
(227)
(28)
At 30 September 2015
102
HDSA
receivable
$m
At 1 October 2013
Interest accrued
Impairment charge
399
18
(80)
At 30 September 2014
337
Current assets
Other financial assets
2015
$m
2014
$m
102
337
For details of the HDSA receivable, refer to note 14 of the Group accounts.
38 Deferred tax
2015
Deferred tax assets / (liabilities) in respect of:
Non-current assets
Provisions
Trading losses
Share-based payments
Non-current assets
Provisions
Trading losses
Share-based payments
2014
Deferred
tax assets
$m
Deferred
tax liabilities
$m
Net
balance
$m
Deferred
tax assets
$m
Deferred
tax liabilities
$m
Net
balance
$m
–
0.4
–
0.2
–
–
–
–
–
0.4
–
0.2
–
0.7
1.7
0.8
–
–
–
–
–
0.7
1.7
0.8
0.6
–
0.6
3.2
–
3.2
At 1
October
2014
$m
Exchange
movements
$m
Underlying
$m
At 30
September
2015
$m
–
0.7
1.7
0.8
–
–
(0.4)
(0.1)
–
(0.3)
(1.3)
(0.5)
–
0.4
–
0.2
3.2
(0.5)
(2.1)
0.6
Lonmin Plc
Annual Report and Accounts 2015
/ 183
Financial Statements
Notes to the Company Accounts
38 Deferred tax (continued)
–
0.7
–
1.0
–
–
–
–
–
–
1.7
(0.2)
–
0.7
1.7
0.8
1.7
–
1.5
3.2
Underlying
$m
At 30
September
2014
$m
The Company had a deferred tax asset of $1 million (2014 – $3 million) relating to the South African branch, from which
management believes that there will be sufficient future taxable profits to justify carrying the asset.
Amounts falling due within one year:
Amounts owed by subsidiary companies
Unamortised bank fees
1,324
3
1,171
1,327
2015
$m
2014
$m
687
4
6
685
4
5
697
694
40 Creditors
Amounts falling due within one year:
Amounts due to subsidiary companies
Other creditors
Accruals and deferred income
04 /
1,171
–
Financial Statements
2014
$m
03 /
2015
$m
Governance
39 Debtors
02 /
The Company had an unrecognised deferred tax asset of $13 million at 30 September 2015 based on timing differences of
$65 million (2014 – $7 million based on timing differences of $36 million). No unrecognised deferred tax assets have been
disclosed in respect of United Kingdom operations as management believe the chances of utilising future United Kingdom
taxable profits are low. The Company had $114 million of unrecognised surplus ACT at 30 September 2015 (2014 – $114 million).
The Company had $274 million of unrecognised shadow ACT at 30 September 2015 (2014 – $274 million).
Strategic Report
Exchange
movements
$m
01 /
Non-current assets
Provisions
Trading losses
Share-based payments
At 1
October
2013
$m
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
/ 184 Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
Notes to the Company Accounts
41 Reconciliation of movements in equity shareholders’ funds
Called up
share
capital
$m
Share
premium
account
$m
At 1 October 2014
Loss for the year
Share-based payments
Share capital and share premium recognised
on the BEE transaction ii
Shares issued on exercise of share options iii
570
–
–
1,411
–
–
88
–
–
83
(857)
15
2,152
(857)
15
13
3
37
–
–
–
–
–
50
3
At 30 September 2015
586
1,448
88
(759)
1,363
Called up
share
capital
$m
Share
premium
account
$m
Other
reserves
$m
At 1 October 2013
Loss for the year
Share-based payments
Shares issued on exercise of share options iii
569
–
–
1
1,411
–
–
–
88
–
–
–
147
(79)
15
–
2,215
(79)
15
1
At 30 September 2014
570
1,411
88
83
2,152
Other
reserves i
$m
i
Profit and
loss account
$m
Total
$m
Profit and
loss account
$m
Total
$m
The loss of the Company for the 2015 financial year amounted to $857 million (2014 – $79 million).
Further details of called up share capital and share premium can be found in note 24 to the Group accounts.
Details of shares held in the employee benefit trust can be found in note 25 to the Group accounts.
Footnotes:
i
Other reserves at 30 September 2015 represent the capital redemption reserve of $88 million (2014 – $88 million).
ii
In December 2014, Lonmin concluded a series of shareholding agreements with the Bapo ba Mogale Traditional Community (the Bapo) which
enabled Lonmin to meet its BEE equity ownership target as required under the Mining Charter. Refer to note 30 for more detail.
iii
During the year 3,120,687 share options were exercised (2014 – 1,206,465) on which $3 million of cash was received (2014 – $1 million).
42 Other information
Employees
The average number of employees of the Company during the year was 48 (2014 – 49) which includes 41 (2014 – 42)
employees who work in the South African branch. Total employee expenses, excluding charges for share options, were
$10 million (2014 – $11 million) which includes $6 million (2014 – $7 million) for employees working in the South Africa branch.
The employee expenses are made up of wages and salaries $8 million (2014 – $9 million), social security costs $1 million
(2014 – $1 million) and pension payments $1 million (2014 – $1 million).
Directors’ emoluments are reported in the Remuneration Committee Report. No emoluments related specifically to their work
in the Company.
Pensions
For details of the Company’s pension scheme, refer to note 5 of the Group accounts.
Related party transactions
The Company’s only related party transaction has resulted in an amount due from HDSA investors in Incwala of $409 million
(excluding impairment provision) as per note 14 of the Group accounts (2014 – $417 million). The Company also has a related
party relationship with its Directors and key management as disclosed in the Remuneration Committee Report.
Dividends
Refer to note 9 of the Group accounts.
A dividend of $1 million (2014 – $10 million) was received from the investment in Petrozim Line (Private) Limited. The
investment in Petrozim Line (Private) Limited has a $nil carrying value. Refer note 6 of the Group accounts.
Share-based payments
For details of the Company’s share plan and share option schemes, refer to note 25 of the Group accounts.
Lonmin Plc
Annual Report and Accounts 2015
A Deeper Look
186 Consolidated Group Five Year Financial Record
187 Operating Statistics – Five Year Review
193 Mineral Resources and Mineral Reserves
/ 185
Key financial and operational
statistics over the past five years
and a summary of our mineral resource
and mineral reserve information
A Deeper Look
04 /
A Deeper Look
www.lonmin.com
/ 186 Lonmin Plc
Annual Report and Accounts 2015
A Deeper Look
Consolidated Group Five Year Financial Record
for the year ended 30 September
Continuing operations
Consolidated income statement:
Revenue
Operating (loss) / profit
Underlying operating (loss) / profit
(Loss) / profit before taxation
Underlying (loss) / profit before taxation
Attributable (loss) / profit for the year
Underlying attributable (loss) / profit for the year
Basic (loss) / earnings per share i
Underlying (loss) / earnings per share i
2015
2014
2013
2012
2011
$m
$m
$m
$m
$m
$m
$m
cents
cents
1,293
(2,018)
(134)
(2,262)
(143)
(1,661)
(94)
(285.5)
(16.2)
965
(255)
52
(326)
46
(188)
31
(33.0)
5.4
1,520
147
164
140
158
166
109
31.2
20.5
1,614
(702)
67
(698)
57
(410)
15
(107.7)
3.9
1,992
307
311
293
315
273
226
71.8
59.4
Consolidated statement of financial position:
Non-current assets – property, plant and equipment
$m
Non-current assets – other
$m
Net current assets
$m
Net (debt) / cash
$m
Equity shareholders’ funds
$m
Equity shareholders’ funds per share i
cents
Cost of dividend paid
$m
Dividends per share paid
cents
Dividend in respect of the year per share
cents
1,477
177
–
(185)
1,629
278
–
–
–
2,882
552
574
(29)
3,233
567
–
–
–
2,908
968
422
201
3,409
599
–
–
–
2,889
1,077
177
(421)
2,488
652
31
15.0
–
2,567
1,680
244
(234)
2,930
770
30
15.0
15.0
Consolidated statement of cash flows:
Cash (outflow) / inflow from operating activities
Free cash (outflow) / inflow
Trading cash (outflow) / inflow per share i
Free cash (outflow) / inflow per share i
(12)
(167)
(2.1)
(28.7)
(116)
(246)
(20.4)
(43.2)
16
(154)
3.0
(28.9)
263
(159)
69.1
(41.8)
630
210
165.7
55.2
$m
$m
cents
cents
Footnote:
i
The number of shares held prior to 11 December 2012 has been increased by a factor of 1.878 to reflect the bonus element of the Rights Issue.
Lonmin Plc
Annual Report and Accounts 2015
/ 187
A Deeper Look
Operating Statistics – Five Year Review
Generation 1
Ounces mined
4
2012
2011
K3 shaft
Rowland shaft
Saffy shaft
4B/1B shaft
Hossy shaft
kt
kt
kt
kt
kt
2,713
1,872
1,758
1,628
953
1,484
1,005
782
891
609
3,101
1,781
1,150
1,845
1,051
2,646
1,599
898
1,622
864
2,750
2,082
1,110
1,643
793
Generation 2
kt
8,923
4,771
8,928
7,628
8,379
Newman shaft
W1 shaft
East 1 shaft
East 2 shaft
East 3 shaft
Pandora (100%) 2
kt
kt
kt
kt
kt
kt
765
180
148
390
68
544
428
102
104
279
28
299
948
170
390
426
94
571
919
126
496
397
104
435
1,197
154
536
484
153
394
Generation 1
kt
2,095
1,240
2,599
2,476
2,920
K4 shaft
kt
49
–
4
117
45
Total Underground
kt
11,067
6,012
11,531
10,221
11,344
Opencast
kt
230
333
528
443
601
Total Underground &
Opencast
kt
11,297
6,345
12,058
10,663
11,944
Underground
kt
–
6
–
–
–
Total Tonnes mined
% tonnes mined from
UG2 reef (100%)
kt
11,297
6,351
12,058
10,663
11,944
%
75.1%
74.1
73.9
71.7
73.2
Underground & Opencast
kt
11,016
6,180
11,730
10,413
11,718
oz
oz
oz
668,319
36,458
–
371,651
20,327
255
717,882
40,917
–
635,346
30,714
–
695,474
25,342
–
392,233
758,799
666,060
720,816
Total PGMs
Total PGMs
Total PGMs
oz
oz
oz
1,280,964
71,861
–
707,913
40,044
572
1,340,678
78,353
–
1,174,776
58,300
–
1,306,082
48,420
–
Lonmin
Total PGMs
oz
1,352,825
748,529
1,419,032
1,233,076
1,354,501
Marikana
Pandora (100%) 6
Underground
Opencast
Total
Underground
kt
kt
kt
kt
10,930
318
11,248
562
5,389
422
5,810
281
10,854
393
11,248
574
9,936
450
10,386
432
10,896
748
11,643
394
Limpopo 7
Underground
kt
–
27
–
–
–
Lonmin Platinum
Underground
Opencast
Total
kt
kt
kt
11,491
318
11,810
5,696
422
6,118
11,428
393
11,822
10,367
450
10,817
11,290
748
12,037
Milled head
grade 8
Lonmin Platinum
Underground
Opencast
Total
g/t
g/t
g/t
4.51
3.08
4.47
4.48
3.20
4.39
4.60
2.92
4.54
4.56
3.01
4.49
4.54
2.23
4.40
Concentrator
recovery rate 9
Lonmin Platinum
Underground
Opencast
Total
%
%
%
86.8
85.1
86.7
87.0
84.5
86.9
87.0
85.3
87.0
86.1
85.9
86.1
85.4
81.6
85.3
Tonnes milled 5
www.lonmin.com
Shareholder Information
704,776
05 /
oz
A Deeper Look
Platinum
04 /
Lonmin
Lonmin excluding
Pandora
Pandora (100%)
Limpopo
Financial Statements
Lonmin excluding
Pandora
Platinum
Pandora (100%)
Platinum
Limpopo
Platinum
03 /
Lonmin
(attributable)
2013
Governance
Lonmin (100%)
2014
02 /
Limpopo
3
2015
Strategic Report
Generation 2
Units
01 /
Tonnes mined
1
/ 188 Lonmin Plc
Annual Report and Accounts 2015
A Deeper Look
Operating Statistics – Five Year Review
Metals-inconcentrate 10
Units
2015
2014
2013
2012
2011
Marikana
Platinum
Palladium
Gold
Rhodium
Ruthenium
Iridium
Total PGMs
oz
oz
oz
oz
oz
oz
oz
696,489
323,177
16,503
101,435
165,689
32,416
1,335,710
355,926
164,960
9,879
49,908
81,693
16,143
678,508
706,012
323,622
17,664
95,241
144,304
33,059
1,319,902
646,393
295,409
16,925
83,144
127,269
27,610
1,196,750
694,149
324,655
17,471
91,659
144,369
31,294
1,303,597
Limpopo
Platinum
Palladium
Gold
Rhodium
Ruthenium
Iridium
Total PGMs
oz
oz
oz
oz
oz
oz
oz
–
–
–
–
–
–
–
1,121
974
93
114
161
44
2,508
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Pandora
Platinum
Palladium
Gold
Rhodium
Ruthenium
Iridium
Total PGMs
oz
oz
oz
oz
oz
oz
oz
37,553
17,496
131
6,383
10,466
1,988
74,019
18,913
8,960
54
3,226
5,168
916
37,237
41,117
19,190
315
6,563
9,764
1,773
78,721
30,625
14,261
228
4,743
7,135
1,195
58,188
25,241
11,847
179
3,865
6,070
996
48,199
Lonmin Platinum Platinum
before Concentrate Palladium
Purchases
Gold
Rhodium
Ruthenium
Iridium
Total PGMs
oz
oz
oz
oz
oz
oz
oz
734,042
340,673
16,635
107,818
176,156
34,405
1,409,729
375,960
174,894
10,026
53,248
87,022
17,103
718,253
747,129
342,812
17,979
101,803
154,067
34,832
1,398,623
677,019
309,670
17,153
87,886
134,404
28,805
1,254,938
719,390
336,502
17,650
95,524
150,439
32,290
1,351,796
Concentrate
Purchases
Platinum
Palladium
Gold
Rhodium
Ruthenium
Iridium
Total PGMs
oz
oz
oz
oz
oz
oz
oz
6,273
1,869
18
816
1,079
338
10,394
4,398
1,242
14
531
546
224
6,955
3,813
1,132
14
421
428
172
5,980
2,802
973
10
329
404
129
4,647
–
–
–
–
–
–
–
Lonmin Platinum
Platinum
Palladium
Gold
Rhodium
Ruthenium
Iridium
Total PGMs
Nickel 11
Copper 11
oz
oz
oz
oz
oz
oz
oz
MT
MT
740,315
342,542
16,653
108,634
177,235
34,743
1,420,122
3,669
2,250
380,359
176,136
10,040
53,779
87,567
17,327
725,208
2,092
1,314
750,942
343,944
17,993
102,225
154,495
35,004
1,404,603
3,743
2,340
679,821
310,643
17,163
88,216
134,808
28,934
1,259,585
3,489
2,226
719,390
336,502
17,650
95,524
150,439
32,290
1,351,796
3,537
2,223
Lonmin Plc
Annual Report and Accounts 2015
/ 189
A Deeper Look
Operating Statistics – Five Year Review
Refined
production
2015
2014
2013
2012
2011
648,414
310,558
18,398
110,896
153,394
32,844
1,274,503
686,877
323,907
18,013
86,702
164,374
26,337
1,306,210
Toll refined
metal production
Platinum
Palladium
Gold
Rhodium
Ruthenium
Iridium
Total PGMs
oz
oz
oz
oz
oz
oz
oz
689
280
14
95
2,093
560
3,731
4,501
1,765
116
1,546
7,417
1,914
17,259
1,364
662
289
1,837
6,519
1,012
11,683
38,958
21,043
729
4,717
7,907
1,944
75,299
44,396
49,119
2,879
14,402
24,408
5,249
140,453
Total refined
PGMs
Platinum
Palladium
Gold
Rhodium
Ruthenium
Iridium
Total PGMs
Nickel 12
Copper 12
oz
oz
oz
oz
oz
oz
oz
MT
MT
759,695
350,320
18,246
102,467
183,896
32,740
1,447,364
3,720
2,276
436,184
210,521
12,415
78,486
114,583
29,905
882,094
2,387
1,480
709,029
320,503
18,965
80,961
177,571
29,081
1,336,109
3,532
2,168
687,372
331,601
19,128
115,613
161,300
34,788
1,349,802
3,786
2,153
731,273
373,026
20,892
101,103
188,782
31,586
1,446,662
4,188
2,454
Refined metal sales Platinum
Palladium
Gold
Rhodium
Ruthenium
Iridium
Total PGMs
Nickel 12
Copper 12
Chrome 12
oz
oz
oz
oz
oz
oz
oz
MT
MT
MT
751,560
347,942
19,199
92,520
192,549
30,114
1,433,883
3,656
2,131
1,440,901
441,684
212,500
13,100
81,120
121,904
29,778
900,087
2,251
1,448
747,881
695,803
313,030
18,423
77,625
168,266
28,828
1,301,973
3,586
2,130
1,388,761
701,831
335,849
19,273
119,054
170,751
37,187
1,383,945
3,843
2,197
1,209,643
720,783
372,284
19,417
102,653
187,189
33,603
1,435,929
4,180
2,448
730,278
Financial Statements
707,665
319,841
18,676
79,124
171,052
28,068
1,324,426
03 /
431,683
208,756
12,299
76,940
107,166
27,991
864,835
Governance
759,005
350,040
18,232
102,372
181,803
32,180
1,443,633
02 /
oz
oz
oz
oz
oz
oz
oz
Strategic Report
Platinum
Palladium
Gold
Rhodium
Ruthenium
Iridium
Total PGMs
01 /
Lonmin refined
metal production
Base metals
Sales
Units
04 /
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
/ 190 Lonmin Plc
Annual Report and Accounts 2015
A Deeper Look
Operating Statistics – Five Year Review
Average prices
Units
2015
2014
2013
2012
2011
Platinum
$/oz
Palladium
$/oz
Gold
$/oz
Rhodium
$/oz
Ruthenium
$/oz
Iridium
$/oz
Basket price of PGMs 13
$/oz
Full Basket price of PGMs 14 $/oz
Basket price of PGMs 13
R/oz
Full Basket price of PGMs 14 R/oz
Nickel 12
$/MT
Copper 12
$/MT
Chrome 12
$/MT
1,095
718
1,487
998
45
524
849
902
10,207
10,829
10,512
5,584
17
1,403
775
1,509
1,050
57
521
1,013
1,072
10,654
11,277
13,053
6,810
18
1,517
715
1,508
1,097
74
946
1,100
1,167
10,291
10,921
12,772
7,113
19
1,517
630
1,597
1,274
103
1,042
1,095
1,163
8,807
9,304
14,330
7,201
20
1,769
752
1,405
2,145
168
938
1,299
1,389
9,109
9,716
21,009
8,612
27
Footnotes:
1. Reporting of shafts are in line with our operating strategy for Generation 1 and Generation 2 shafts.
2.
Pandora underground tonnes mined represents 100% of the total tonnes mined on the Pandora joint venture of which 42.5% for October and November 2014
and 50% thereafter is attributable to Lonmin.
3.
Limpopo underground tonnes mined represents low grade development tonnes mined whilst on care and maintenance.
4.
Ounces mined have been calculated at achieved concentrator recoveries and with Lonmin standard downstream processing recoveries to present
produced saleable ounces.
5.
Tonnes milled excludes slag milling.
6.
Lonmin purchases 100% of the ore produced by the Pandora joint venture for onward processing which is included in downstream operating statistics.
7.
Limpopo tonnes milled represents low grade development tonnes milled.
8.
Head Grade is the grammes per tonne (5PGE + Au) value contained in the tonnes milled and fed into the concentrator from the mines (excludes slag milled).
9.
Recovery rate in the concentrators is the total content produced divided by the total content milled (excluding slag).
10. As from 2014, metals-in-concentrate have been calculated at Lonmin standard downstream processing recoveries to present produced saleable ounces.
11. Corresponds to contained base metals in concentrate.
12. Nickel is produced and sold as nickel sulphate crystals or solution and the volumes shown correspond to contained metal. Copper is produced as refined
product but typically at LME grade C. Chrome is produced in the form of chromite concentrate and volumes shown are in the form of chromite.
13. Basket price of PGMs is based on the revenue generated in Rand and Dollar from the actual PGMs (5PGE + Au) sold in the period based on the
appropriate Rand / Dollar exchange rate applicable for each sales transaction.
14. As per note 13 but including revenue from base metals.
Lonmin Plc
Annual Report and Accounts 2015
/ 191
A Deeper Look
Operating Statistics – Five Year Review
992
93
1,500
159
3,296
408
2,907
410
#
#
26,968
8,701
28,276
10,016
28,379
10,042
28,230
8,293
27,796
9,564
R/$
£/$
R/$
£/$
12.01
0.65
13.83
0.66
10.55
0.60
11.29
0.62
9.24
0.64
9.99
0.62
8.05
0.63
8.30
0.62
6.95
0.62
8.05
0.64
$m
$m
$m
$m
(785)
(145)
(120)
(71)
(622)
(107)
(106)
(74)
(919)
(159)
(133)
(101)
(877)
(168)
(147)
(100)
(995)
(187)
(172)
(97)
$m
(25)
(24)
(26)
(35)
(32)
$m
$m
$m
(48)
(2)
–
(38)
(3)
287
(64)
(7)
–
(48)
(9)
121
(46)
(7)
–
$m
$m
$m
$m
$m
(1)
(9)
(14)
(84)
51
–
(5)
(15)
(79)
25
–
(6)
(13)
203
44
–
(8)
(12)
(140)
14
–
(12)
(13)
(12)
5
$m
(1,253)
(761)
(1,181)
(1,412)
(1,567)
$m
$m
$m
$m
–
(7)
(2)
(10)
–
(6)
(2)
(1)
1
(4)
(10)
(4)
2
(5)
(4)
(2)
–
(1)
4
6
Total underlying cost of sales
$m
(1,272)
(771)
(1,199)
(1,421)
(1,559)
PGM operations
segment
Rm
Rm
Rm
Rm
(9,414)
(1,731)
(1,426)
(810)
(6,556)
(1,121)
(1,119)
(786)
(8,545)
(1,469)
(1,235)
(928)
(7,079)
(1,346)
(1,183)
(805)
(7,002)
(1,297)
(1,203)
(679)
Rm
(294)
(256)
(243)
(287)
(217)
Rm
Rm
Rm
(574)
(25)
–
(402)
(31)
3,028
(597)
(61)
–
(385)
(76)
966
(318)
(50)
–
Rm
Rm
Rm
Rm
Rm
(10)
(103)
(164)
6
(2,659)
–
(52)
(148)
(480)
(1,117)
–
(55)
(121)
2,145
(1,247)
–
(68)
(99)
(842)
(218)
–
(82)
(87)
(119)
(517)
Rm
(17,203)
(9,040)
(12,356)
(11,424)
(11,572)
Employees and as at 30 September Employees
contractors
as at 30 September Contractors
Exchange rates
Average rate for period 2
Closing rate
Underlying cost
of sales
PGM operations
segment
Mining
Concentrating
Smelting and refining 3
Shared services
Management and
marketing services
Ore, Concentrate and
other purchases
Limpopo mining
Special item adjustment
ESOP and Community
trusts donations
Royalties
Share based payments
Inventory movement
FX and Group Charges
Total PGM operations segment
Evaluation – excluding FX
Exploration – excluding FX
Corporate – excluding FX
FX
Mining
Concentrating
Smelting and refining3
Shared services
Management and
marketing services
Ore, Concentrate and
other purchases
Limpopo mining
Special Item Adjustment
ESOP and Community
trusts donations
Royalties
Share based Payments
Inventory movement
FX and Group Charges
A Deeper Look
1,641
136
04 /
Rm
$m
Capital expenditure
Financial Statements
2011
03 /
2012
Governance
2013
02 /
2014
Strategic Report
2015
01 /
Units
1
05 /
Shareholder Information
www.lonmin.com
/ 192 Lonmin Plc
Annual Report and Accounts 2015
A Deeper Look
Operating Statistics – Five Year Review
Units
Cost of
Cost
production
(PGM operations)4
PGM Saleable
ounces
Mining
Concentrating
Smelting and refining3
Shared services
Management and
marketing services
% increase in cost Mining
of production
Concentrating
Smelting and refining3
Shared services
Management and
marketing services
2014
2013
2012
2011
Rm
Rm
Rm
Rm
(9,414)
(1,731)
(1,426)
(810)
(6,556)
(1,121)
(1,119)
(786)
(8,545)
(1,469)
(1,235)
(928)
(7,079)
(1,346)
(1,183)
(805)
(7,002)
(1,297)
(1,203)
(679)
Rm
(294)
(256)
(243)
(287)
(217)
Rm
(13,674)
(9,838)
(12,420)
(10,701)
(10,399)
1,280,964
707,913
1,340,678
1,174,776
1,306,082
1,409,729
1,447,364
715,746
882,094
1,398,623
1,336,109
1,254,938
1,349,802
1,351,796
1,446,662
1,420,122
722,701
1,404,603
1,259,585
1,351,796
R/oz
R/oz
R/oz
R/oz
(7,349)
(1,228)
(985)
(570)
(9,261)
(1,567)
(1,269)
(1,087)
(6,373)
(1,051)
(925)
(661)
(6,026)
(1,073)
(877)
(639)
(5,361)
(960)
(832)
(503)
R/oz
(207)
(355)
(173)
(228)
(161)
R/oz
(10,339)
(13,538)
(9,182)
(8,843)
(7,815)
%
%
%
%
20.6%
21.6%
22.4%
47.5%
(45.3)%
(49.2)%
(37.3)%
(64.5)%
(5.8)%
2.1%
(5.4)%
(3.3)%
(12.4)%
(11.8)%
(5.4)%
(27.2)%
(15.4)%
(10.6)%
5.8%
(12.8)%
%
41.7%
(104.9)%
24.1%
(41.9)%
7.0%
%
23.6%
(47.4)%
(3.8)%
(13.1)%
(11.4)%
Mined ounces excluding
ore purchases
oz
Metals-in-concentrate before
concentrate purchases
oz
Refined ounces
oz
Metals-in-concentrate including
concentrate purchases
oz
Cost of production Mining
Concentrating
Smelting and refining3
Shared services
Management and
marketing services
2015
Footnotes:
1. Capital expenditure is the aggregate of the purchase of property, plant and equipment and intangible assets (includes capital accruals and excludes
capitalised interest).
2.
Exchange rates are calculated using the market average daily closing rate over the course of the period.
3.
Comprises of Smelting and Refining costs as well as direct Process Operations shared costs.
4.
It should be noted that with the implementation of the revised operating model in 2014 and 2015 the cost allocation between business units has been
changed and, therefore, whilst the total is on a like-for-like basis, individual line items are not totally comparable.
Lonmin Plc
Annual Report and Accounts 2015
/ 193
A Deeper Look
Mineral Resources and Mineral Reserves
2015 Mineral Reserves
Main features of the Lonmin Mineral Reserves as at
30 September 2015:
•
Attributable Mineral Resources were
182.9 million ounces of 3PGE + Au in 2015,
an increase of 3.8 million ounces with 2014.
•
•
Revisions to the South African Mineral Resource
estimates were confined to the Marikana, Pandora
and Akanani properties. The Mineral Resources
at Marikana (excluding tailings) decreased by
0.48 million ounces 3PGE + Au in 2015. This is
attributed to the net effect of an increase in the
Merensky Mineral Resources (0.09 million ounces)
being offset by a decrease of the UG2 Mineral
Resources (0.57 million ounces). The Merensky
Measured and Indicated Mineral Resources
decreased by 0.32 million ounces whereas
Inferred Mineral Resources increased by
0.41 million ounces, due to re-evaluation after
consideration of depletions. The decrease in UG2
Mineral Resources of 0.57 million ounces is the
net result of mining depletion (0.96 million ounces),
an increase of 0.68 million ounces from additions
and reassessment of geological losses, and a
decrease of 0.29 million ounces as a result of
orebody re-evaluation.
Attributable Mineral Reserves were
36.3 million ounces of 3PGE + Au in 2015,
a decrease of 6.1 million ounces from 2014.
The change is attributed to depletions at
Marikana and the removal of the Mineral
Reserves at Limpopo.
•
The Marikana attributable Mineral Reserves
for 2015 are 34.7 million ounces of 3PGE + Au,
a decrease of 0.8 million ounces with a
corresponding decrease of 13.7 million tonnes
ore material.
•
The Proved Mineral Reserve category increased by
0.4 million ounces of 3PGE + Au. The net effect is
attributed to conversions from the Probable to the
Proved confidence category. The increase in the
Saffy Shaft primary reef development had a notable
influence in the Proved Mineral Reserve category.
•
The latest version of the Lonmin Long Term Plan
(LTP) was approved in July 2015 and thus applied
in determining the Mineral Reserves for reporting
in 2015. This LTP accounted for capital deferrals
and curtailments where relevant.
•
A decision to curtail the Hossy Shaft operations
due to economic considerations has led to the
downgrading of c.3.8 million tonnes of ore material
in 2015 of the deeper section of the Hossy Sub
Incline Mineral Reserve that was reported in 2014.
Study work is ongoing to assess feasibility for
future classification.
•
Limpopo has been on care and maintenance
since 2009. The reporting of Mineral Reserves in
prior years was pending the outcome of study
work. The current depressed economic conditions
have resulted in no progression of the study, and
consequently, the entire Mineral Reserves of
5.32 million ounces of 3PGE + Au contained in
51.7 million tonnes of ore material has been
removed in 2015. Inclusion of future Mineral
Reserves will depend on the progression of the
mining study and favourable commodity prices.
•
The Pandora attributable Mineral Reserve
increased by 0.1 million ounces to a total of
0.9 million ounces 3PGE + Au. This is due to the
increase in the attributable portion to Lonmin Plc
from 34.85 to 41.00%.
Revisions to the non-South African platinum
Mineral Resources have been reported for the
Denison 109 Footwall deposit in Canada.
Changes to the Mineral Resource classification
were made by converting 35,000 ounces of
attributable 2PGE + Au metal from the Inferred
to the Indicated confidence category.
•
The Mineral Resources for the Bumbo base metal
and gold in Kenya have been reported unchanged
in 2015.
Attributable 3PGE + Au in Mineral Reserve
million ounces
117.4
Akanani
Limpopo
Pandora JV
11.5
Limpopo Baobab Shaft
Loskop JV
1.3
Loskop JV
Tailings Dams
0.8
Tailings Dams
Sudbury PGM JV 0.04
www.lonmin.com
0.9
Limpopo Baobab Shaft
5.8
0
34.7
Limpopo
16.8
Pandora JV
Marikana
Akanani
29.2
0.7
Sudbury PGM JV
20
40
60
80
100
120
0
5
10
15
20
25
30
35
Shareholder Information
Marikana
05 /
Attributable 3PGE + Au in Mineral Resource
million ounces
A Deeper Look
•
04 /
The Marikana Tailings, Limpopo and Loskop
Mineral Resources were unchanged during 2015.
Financial Statements
•
03 /
The Akanani Mineral Resources increased by
2.6 million ounces of 3PGE + Au in 2015, the
result of re-evaluation of the geological structure
and grade estimates.
Governance
•
02 /
The Pandora Mineral Resource increased by
1.7 million ounces of 3PGE + Au, the result of
Lonmin’s increase in the attributable proportion
from 34.85% to 41.00% which was offset by
mining depletion.
Strategic Report
•
01 /
2015 Mineral Resource
Main features of the Lonmin Mineral Resources as at
30 September 2015:
/ 194 Lonmin Plc
Annual Report and Accounts 2015
A Deeper Look
Mineral Resources and Mineral Reserves
PGE Mineral Resources (Total Measured, Indicated & Inferred) 1, 4, 5
30-Sep-2014
30-Sep-2015
3PGE + Au
Marikana
Limpopo 2
Limpopo Baobab shaft
Akanani
Pandora JV
Loskop JV 3
Sudbury PGM JV 3
Tailings Dam 3
Total Resource
3PGE + Au
Mt
g/t
Moz
Pt Moz
Mt
g/t
Moz
Pt Moz
742.2
128.8
46.1
233.1
77.3
10.1
0.2
22.5
4.92
4.07
3.91
3.90
4.65
4.04
5.86
1.10
117.4
16.8
5.8
29.2
11.5
1.3
0.04
0.80
70.6
8.4
3.0
12.0
7.0
0.8
0.02
0.5
751.9
128.8
46.1
216.0
65.8
10.1
0.4
22.5
4.87
4.07
3.91
3.84
4.65
4.04
6.30
1.10
117.8
16.8
5.8
26.7
9.8
1.3
0.07
0.8
71.0
8.4
3.0
10.9
6.0
0.8
0.04
0.5
1,260.2
4.51
182.9
102.3
1,241.4
4.49
179.1
100.5
Area
Footnotes:
1. All figures are reported on a Lonmin Plc attributable basis, the relative proportions of ownership per project.
2.
Limpopo 2 excludes Baobab shaft.
3.
Loskop and Sudbury PGM JV exclude Rh, due to insufficient assays, and therefore 2PGE + Au are reported. Tailings Dam exclude Au, due to assay
values below laboratory detection limit, and therefore are reported as 3PGE.
4.
Resources are reported inclusive of Reserves.
5.
Quantities and grades have been rounded to one or two decimal places, therefore minor computational errors may occur.
PGE Mineral Reserves (Total Proved & Probable) 1, 3
30-Sep-2015
30-Sep-2014
3PGE + Au
Area
3PGE + Au
Mt
g/t
Moz
Pt Moz
Mt
g/t
Moz
Pt Moz
Marikana
Limpopo 2
Limpopo Baobab shaft
Pandora JV
Tailings Dam 4
263.8
0.0
0.0
6.6
21.1
4.10
–
–
4.09
1.10
34.7
0.0
0.0
0.9
0.7
21.2
0.0
0.0
0.5
0.5
277.5
42.4
9.4
6.0
21.1
3.98
3.20
3.16
4.11
1.10
35.5
4.4
1.0
0.79
0.7
21.7
2.2
0.5
0.5
0.5
Total Reserve
291.5
3.87
36.3
22.2
356.4
3.70
42.4
25.3
Footnotes:
1. All figures are reported on a Lonmin Plc attributable basis, the relative proportions of ownership are per project.
2.
Limpopo excludes Baobab shaft.
3.
Tailings Dam exclude Au, due to assay values below laboratory detection limit, and therefore are reported as 3PGE.
4.
Quantities and grades have been rounded to one or two decimal places, therefore minor computational errors may occur.
Further details can be found in the full Mineral Resource and Mineral Reserve Statement available on the company’s website,
www.lonmin.com
Lonmin Plc
Annual Report and Accounts 2015
Shareholder Information
196
198
198
199
200
ibc
Shareholder Information
Corporate Information
Reporting Calendar
Acronyms and Abbreviations
The Sixteen-Eight Memorial Trust
Lonmin Charter
Additional information for
shareholders including
our forthcoming
reporting calendar
/ 195
Shareholder
Information
05 /
Shareholder Information
www.lonmin.com
/ 196 Lonmin Plc
Annual Report and Accounts 2015
Shareholder Information
Shareholder Information
Lonmin’s shares are quoted on the London and Johannesburg stock exchanges and ADRs representing Lonmin shares are also
traded in an OTC market in the USA.
UK share register information
All holdings of the Company’s shares are maintained on the Company’s UK share register, with the exception of those held on the
South African branch register. The register is administered by Equiniti Registrars (formerly known as Lloyds TSB Registrars).
You can access information about your shareholding including balance movements and dividend payments on Shareview, an
electronic communications service provided by Equiniti. It also allows you to change your registered address details, set up a
dividend mandate, vote at general meetings and register to receive Company communications electronically.
To register for this free service, visit www.shareview.co.uk and follow the simple instructions. You will need your shareholder
reference number, which can be found on your share certificate, dividend tax voucher or proxy card.
South African branch register information
The South African branch register is administered by Link Market Services South Africa (Pty) Ltd.
Contact details for both the UK and South African registrars can be found in Corporate Information on page 198.
Dividends
No dividends will have been recommended or declared for the year ended 30 September 2015.
The following information regarding UK Capital Gains Tax and Individual Savings Accounts is relevant for UK resident, ordinarily
resident and domiciled individual shareholders. None of this information constitutes financial or tax advice and is intended as a
general guide only.
UK Capital Gains Tax
For UK Capital Gains Tax purposes, shareholders disposing of shares in either Lonmin Plc or Lonrho Africa Plc after 7 May 1998,
who held shares prior to that date, should apportion the base cost of their original Lonmin Plc shares between the two companies.
Based on the closing share prices on 7 May 1998 of Lonmin Plc and Lonrho Africa Plc, this apportionment would be 80.498% for
Lonmin Plc and 19.502% for Lonrho Africa Plc.
The Company’s capital reduction was completed on 22 February 2002. For the purposes of assessing any liability to capital gains
tax, UK shareholders should apportion 13.33% of the base cost of their original shareholding to the capital reduction and the
balance to their new holding of ordinary shares of $1 each.
The base cost of Lonmin Plc ordinary shares, for shareholders who held shares prior to that date, at 31 March 1982 was 38.9 pence
(as adjusted for subsequent capitalisation issues), 155.6 pence as adjusted for the consolidation of the Company’s shares on
24 April 1998, 125.3 pence as adjusted for the de-merger of Lonrho Africa Plc on 7 May 1998, 266.1 pence as adjusted for
shareholders who took up their full entitlement of ordinary shares in the Rights Issue in June 2009 and 185 pence as adjusted for
shareholders who took up their full entitlement of ordinary shares in the Rights Issue in November 2012, assuming in each case
that shares have been held continuously by the relevant shareholder throughout the period. The precise tax analysis for each
shareholder may depend on the shareholder’s own position, for example, shareholders who did not take up their full entitlement
in the Rights Issues but who instead sold some or all of their rights may be required to adjust their base cost in their Lonmin Plc
ordinary shares and the base costs provided above are indicative only. Shareholders should seek independent tax advice as to
their liability for capital gains tax in the event that they sell their Lonmin Plc ordinary shares.
Lonmin Corporate Individual Savings Account (ISAs)
Investec Wealth & Investment Limited offers the Lonmin Corporate Stocks & Shares ISA for investment in Lonmin Plc shares.
UK registered shareholders may subscribe to the Lonmin Corporate ISA up to a maximum of £15,240 for the current tax year
2015/16 in cash to purchase Lonmin Plc shares or by direct transfer of eligible employees shares within 90 days of the release
from an eligible Sharesave Scheme up to a maximum value of £15,240 for the current tax year 2015/16.
Contact details can be found in Corporate Information on page 198. Investec Wealth & Investment Limited is regulated by the FSA.
This is not a recommendation that shareholders should subscribe to the ISA. The advantages of holding shares in an ISA vary
according to individual circumstances and shareholders who are in any doubt should consult their financial adviser.
ShareGift
Lonmin is proud to support ShareGift, an independent charity share donation scheme administered by the Orr Mackintosh
Foundation (registered charity number 1052686). Those shareholders who hold only a small number of shares, the value of which
make them uneconomic to sell, can donate the shares to ShareGift who will sell them and donate the proceeds to a wide range of
charities. Further information about ShareGift can be obtained from their website at www.ShareGift.org and a ShareGift transfer
form can be downloaded from the Company’s website.
Lonmin Plc
Annual Report and Accounts 2015
/ 197
Shareholder Information
Shareholder Information
Beware of share fraud
While high profits are promised, if you buy or sell shares in this way you will probably lose your money.
How to avoid share fraud
1 Keep in mind that firms authorised by the FCA are unlikely to contact you out of the blue with an offer to buy or sell shares.
2
Strategic Report
They may offer to sell shares that turn out to be worthless or non-existent, or to buy shares at an inflated price in
return for an upfront payment.
01 /
Fraudsters use persuasive and high-pressure tactics to lure investors into scams.
Do not get into a conversation, note the name of the person and firm contacting you and then end the call.
Check the Financial Services Register from www.fca.org.uk to see if the person and firm contacting you is authorised by the FCA.
Beware of fraudsters claiming to be from an authorised firm, copying its website or giving you false contact details.
5
Use the firm’s contact details listed on the Register if you want to call it back.
Call the FCA on 0800 111 6768 if the firm does not have contact details on the Register or you are told they are out of date.
Search the list of unauthorised firms to avoid at www.fca.org.uk/scams.
8
Consider that if you buy or sell shares from an unauthorised firm you will not have access to the Financial Ombudsman Service
or Financial Services Compensation Scheme.
9
Think about getting independent financial and professional advice before you hand over any money.
Governance
6
7
02 /
3
4
10 Remember: if it sounds too good to be true, it probably is!
If you have already paid money to share fraudsters you should contact Action Fraud on 0300 123 2040.
Financial Statements
You can also call the FCA Consumer Helpline on 0800 111 6768.
03 /
Report a scam
If you are approached by fraudsters please tell the FCA using the share fraud reporting form at www.fca.org.uk/scams, where
you can find out more about investment scams.
04 /
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
/ 198 Lonmin Plc
Annual Report and Accounts 2015
Shareholder Information
Corporate Information
Lonmin Plc
Registered in England and Wales
Company number 103002
Registered in the Republic of South
Africa as an external company
Registration number 1969/000015/10
TIDM for Lonmin Ordinary Shares traded
on the LSE: LMI
ISIN: GB0031192486
JSE code: LON
Registered Office
Lonmin Plc
4 Grosvenor Place
London
SW1X 7YL
United Kingdom
Tel: +44 (0)20 7201 6000
Fax: +44 (0)20 7201 6100
E-mail: [email protected]
Website: www.lonmin.com
Operational Headquarters
Physical address:
34 Melrose Boulevard
1st Floor
Building 13
Melrose North
Melrose Arch
2196
South Africa
Postal address:
PO Box 98811
Sloane Park
2152
South Africa
Tel: +27 (0)11 218 8300
Fax: +27 (0)11 218 8310
E-mail: [email protected]
Website: www.lonmin.com
External Auditors
KPMG LLP
15 Canada Square
London
E14 5GL
United Kingdom
Tel: +44 (0)20 7311 1000
Joint Financial Advisers
Greenhill & Co. International LLP
Lansdowne House
57 Berkeley Square
London
W1J 6ER
London
United Kingdom
Tel: +44 (0)20 7198 7400
Fax: +44 (0)20 7198 7500
Joint Stockbrokers and Financial
Advisers
United Kingdom:
J.P. Morgan Limited
25 Bank Street
Canary Wharf
London
E14 5JP
Tel: +44 (0)20 7742 1000
HSBC Bank plc
8 Canada Square
London
E14 5HQ
Tel: +44 (0)20 7991 8888
South Africa (and JSE Sponsor):
J.P. Morgan Equities South Africa (Pty)
Limited
1 Fricker Road
Illovo
Johannesburg 2196
South Africa
Tel: +27 (0)11 507 0430
Fax: +27 (0)11 507 0503
Company Secretary
Seema Kamboj
Head of Investor Relations
Tanya Chikanza
1
Calls to this number cost 8p per minute plus network extras. Lines are open 8.30am to 5.30pm,
Monday to Friday.
Registrars
Equiniti
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
United Kingdom
UK Callers:
Tel: +44 (0)371 384 20521
Fax: +44 (0)871 384 2100
International Callers:
Tel: +44 (0)121 415 0230
Fax: +44 (0)1903 883113
Website: www.shareview.co.uk
Link Market Services South Africa (Pty) Ltd
Physical address:
13th Floor
Rennie House
19 Ameshoff Street
2001 Braamfontein
South Africa
Postal address:
PO Box 4844
Johannesburg 2000
South Africa
Tel: +27 (0)11 713 0800
Fax: +27 (0)866 742450
Website: www.linkmarketservices.co.za
ADR Depository
BNY Mellon Shareowner Services
PO Box 30170
College Station
TX77842-3170
US Callers:
Tel: +1 888 269 2377 (toll free in the US)
International Callers:
Tel: +1 201 680 6825
E-mail: [email protected]
Website: www.mybnymdr.com
ISA Provider
Investec Wealth & Investment Limited
Corporate ISA Department
The Plaza
100 Old Hall Street
Liverpool
L3 9AB
United Kingdom
Tel: +44 (0)151 237 2160
Fax: +44 (0)151 227 1730
Reporting Calendar
28 January 2016
28 January 2016
January 2016
May 2016
July 2016
November 2016
AGM
Q1 Production Report
Sustainable Development Report
Interim Results including Q2 Production Report
Q3 Production Report
Final Results including Q4 Production Report
Lonmin Plc
Annual Report and Accounts 2015
/ 199
Shareholder Information
Acronyms and Abbreviations
ACT
Advanced Corporation Tax
IP
Incwala Platinum (Pty) Limited
ADRs
American Depository Receipts
ISA
Individual Savings Account
AGM
Annual General Meeting
ISO
International Standards Organisation
Akanani
Akanani Mining (Pty) Limited
IWMP
Integrated Waste Management Plan
AMCU
Association of Mineworkers and
Construction Union
JSE
Johannesburg Stock Exchange
JV
Joint Venture
KPI
Key Performance Indicator
LBITDA
Au
Gold
Loss Before Interest, Tax, Depreciation
and Amortisation
LPS
Loss per share
Black Economic Empowerment
LoBP
Life of Business Plan
BIC
Bushveld Igneous Complex
LR
Listing Rules
BMR
Base metal refinery
LSE
London Stock Exchange
BSC
Balanced Scorecard
LTI
Lost time injury
BTT
Bulk tailings treatment
LTIFR
Lost time injury frequency rate
CEO
Chief Executive Officer
LTIP
Long-Term Incentive Plan
CFO
Chief Financial Officer
MISS
Management induced safety stoppages
CGU
Cash generating unit
MK2
CODM
Chief Operating Decision Maker
Middelkraal resource (to be extracted via
Rowland shaft)
COO
Chief Operating Officer
Moz
Million ounces
CO2
Carbon dioxide
MPRDA
Mineral and Petroleum Resources
Development Act
CO2-e
Carbon dioxide equivalent
Code
The UK Corporate Governance Code
published by the Financial Reporting
Council in June 2010
NIHL
Noise-Induced Hearing Loss
Consumer Price Index
NRV
Net Realisable Value
Ounce
CPI
NDP
National Development Plan
NED
Non-executive Director
Pd
Palladium
DTR
The Disclosure Rules and Transparency
Rules issued by the FSA
PGE
Platinum Group Elements
PGM
Platinum Group Metal
EBIT
Earnings Before Interest and Taxation
PMR
Precious metal refinery
EBITDA
Earnings Before Interest, Tax, Depreciation
and Amortisation
Pt
Platinum
PwC
PricewaterhouseCoopers Ltd
EMS
Energy Management System
EPL
Eastern Platinum Limited
EPS
Earnings Per Share
EPSS
Employee profit share scheme
ESOP
Employee Share Option Plan
ETF
Exchange Traded Fund
EU
European Union
EVP
Executive Vice President
Executive Committee
Financial Services Authority
GAAP
Generally accepted accounting principles
GHG
Greenhouse gases
GJ
Gigajoules
GLC
Greater Lonmin Community
Glencore
Glencore PLC (formerly Glencore Xstrata plc)
g/t
Grammes per tonne
Historically Disadvantaged South African
Human immuno-deficiency virus / acquired
immune deficiency syndrome
Human Resource Development
ICAM
Incident Cause Analysis Methodology
IFRS
International Financial Reporting Standard
Incwala
Incwala Resources (Pty) Limited
www.lonmin.com
RIMS
Risk Information Management System
RTSR
Relative Total Shareholder Return
SET
Social, Ethics and Transformation
Shanduka
Shanduka Group (Proprietary) Limited
SHE
Safety, Health and Environment
SLP
Social and Labour Plan
TB
Tuberculosis
UG2
Upper Group 2
UK
United Kingdom
VSP
Voluntary Separation Packages
WCM
Working Capital Model
WIM
Women in Mining
WPL
Western Platinum Limited
VW
Volkswagen
ZAR
South African Rand
$
Dollar
£
Great British Pound
Shareholder Information
HRD
Rhodium
05 /
HDSA
HIV / AIDS
South African Rand
Rh
A Deeper Look
Exco
FSA
R
04 /
Oz
Financial Statements
Community Value Proposition
Department of Mineral Resources
03 /
CVP
DMR
Governance
Bapo Ba-Mogale Traditional Community
BEE
02 /
Bapo
Strategic Report
Anti-retroviral treatment
Annual Shareholder Award Plan
01 /
ART
ASAP
/ 200 Lonmin Plc
Annual Report and Accounts 2015
Shareholder Information
The Sixteen-Eight Memorial Trust
The Memorial Trust was founded in 2012 by Lonmin and its partner Shanduka Resources to fund the education needs of
the dependent children of the Lonmin employees who died during the violence of 10-16 August 2012. The Trust Fund has
141 beneficiaries of which 115 children are in primary and secondary schools (including 7 in creche), 13 are in tertiary institutions,
6 are older and have completed their schooling and 7 are babies or toddlers. The Trust, which was registered by the Master
of the High Court in South Africa on 11 January 2013, was capitalised at R5 million through seed capital from Lonmin and
Shanduka. It has since grown to over R6 million thanks to the R1 million contribution from Glencore PLC formerly Xstrata plc.
The Trust Fund approved applications of R1.4 million for the education of its beneficiaries in 2015 (2014 – R2.1 million).
Beneficiary Analysis per Gender and Age
Number of beneficiaries
143
Female
Male
Age 1-10
Age 11-20
Age 21+
67
76
60
57
26
The Trust Fund provides for the payment of education costs relating to:
•
Education assistance which is defined as the cost of attending a government public school or other education facility.
Assistance includes registration costs, school fees, cost of books, uniform, transport allowance and other direct
education costs which the trustees may consider relevant
•
Extramural activities such as sport and excursions
•
Boarding fees
The bank account to which donations can be made is:
Branch Name:
Branch Code:
Trust Current Account:
A/C name:
Swift code:
The Standard Bank of South Africa Limited (Sandton Branch, Johannesburg, South Africa)
01-9205
42 099 362 2
Sixteen-Eight Memorial
SBZAZAJJ
Disclaimer
The Strategic Report has been prepared to provide the Company’s shareholders with a fair review of the business of the Group and a description of the
principal risks and uncertainties it faces. It may not be relied upon by anyone, including the Company’s shareholders, for any other purpose. The Strategic
Report is designed to provide shareholders with an understanding of the Company’s business and the environment in which it operates, and, of necessity,
only focuses on material issues and facts. The omission of reporting on any specific topic should not be taken as implying that it is not being addressed.
It should be read in conjunction with the section titled ‘A Deeper Look’ and the Directors’ Report which contain other more information which cannot be
included in the Strategic Report, on the grounds of materiality.
The Strategic Report and other sections of the Annual Report and Accounts contain forward-looking statements. By their nature, forward-looking statements
involve a number of risks, uncertainties and future assumptions because they relate to events and / or depend on circumstances that may or may not occur
in the future and could cause actual results and outcomes to differ materially from those expressed in or implied by the forward-looking statements. No
assurance can be given that the forward-looking statements will be realised. Statements about the Directors’ expectations, beliefs, hopes, plans, intentions
and strategies are inherently subject to change and they are based on expectations and assumptions as to future events, circumstances and other factors
which are in some cases outside the Company’s control. The information contained in the Annual Report and Accounts has been prepared on the basis of
the knowledge and information available to Directors at the date of its preparation and the Company does not undertake any obligation to update or revise
the Annual Report and Accounts during the financial year ahead (other than as required by law or regulation). It is believed that the expectations set out in
these forward-looking statements are reasonable, but they may be affected by a wide range of variables which could cause actual results or trends to differ
materially. The forward-looking statements should be read in particular in the context of the specific risk factors for the Company, including those identified
in the Strategic Report. The Company’s shareholders are cautioned not to place undue reliance on the forward-looking statements. Shareholders should
note that certain parts of this Annual Report and Accounts have not been audited or otherwise independently verified.
Credits
The paper used in this report is produced using virgin wood fibre from well managed forests in Brazil, Sweden and Germany with FSC®
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Lonmin Plc
Annual Report and Accounts 2015
Lonmin Charter
We are Lonmin, a primary producer of Platinum Group Metals. We create value by
the discovery, acquisition, development and marketing of minerals and metals.
We respect the communities and nations that host our operations and conduct
business in a sustainable, socially and environmentally responsible way.
Our Mission
We are successful
when
Our Values
To grow and build our portfolio
of high quality assets.
Our employees live and work
safely and experience the
personal satisfaction that
comes with high performance
and recognition.
Zero Harm
We are committed to Zero
Harm to people and the
environment.
To deliver the requirements
of the South African broadbased socio-economic Mining
Charter and we welcome the
opportunity to transform our
business.
To build a value-based
culture, which is founded
on safe work, continuous
improvement, common
standards and procedures,
community involvement and
one that rewards employees
for high performance.
Our shareholders are realising
a superior total return on their
investment and support our
corporate sustainability values.
The communities in which we
operate value our relationships.
We are meeting our
commitments to all business
partners and our suppliers,
contractors, partners and
customers support our
Charter.
Integrity, Honesty & Trust
We are committed ethical
people who do what we say
we will do.
Transparency
Open, honest communication
and free sharing of information.
Respect For Each Other
Embracing our diversity
enriched by openness,
sharing, trust, teamwork
and involvement.
High Performance
Stretching our individual and
team capabilities to achieve
innovative and superior
outcomes.
Employee Self-Worth
To enhance the quality of
life for our employees and
their families and promote
self esteem.
Brian Beamish
Chairman
May 2014
www.lonmin.com
Ben Magara
Chief Executive Officer
Lonmin Plc
www.lonmin.com
Lonmin Plc
Annual Report and Accounts
For the year ended 30 September 2015
Lonmin Plc
Registered in England, Company Number 103002
Registered Office: 4 Grosvenor Place, London SW1X 7YL
ACCELERATING OUR STRATEGY
Annual Report and Accounts for the year ended 30 September 2015