OUR CONTRIBUTION TO SOUTH AFRICA - TRANSFORMATION PERFORMANCE REPORT 2018 - Anglo American South Africa

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OUR CONTRIBUTION TO SOUTH AFRICA - TRANSFORMATION PERFORMANCE REPORT 2018 - Anglo American South Africa
TRANSFORMATION PERFORMANCE REPORT 2018

OUR
CONTRIBUTION
TO SOUTH AFRICA
OUR CONTRIBUTION TO SOUTH AFRICA - TRANSFORMATION PERFORMANCE REPORT 2018 - Anglo American South Africa
SCOPE OF THE REPORT

          In this Transformation Performance Report 2018,                 procurement and enterprise development; employment
          Anglo American South Africa (AASA) measures its                 equity; human resource development; housing and living
          performance for the last time against the Broad-Based           conditions; and beneficiation. Five-year performance data is
          Black Socio-Economic Empowerment Charter for the                used to show trends and to emphasise that transformation is
          South African Mining and Minerals Industry (the Mining          something that is built on over time, and not just over a
          Charter) of 2010.                                               12-month period*.

          In addition, this report looks ahead to the implementation of   The 2010 Mining Charter’s sustainable development and
          the targets and guidance of Mining Charter III, and what this   growth pillar is not featured in this report as health, safety
          means for Anglo American’s transformation journey.              and environmental (HSE) management in the South African
                                                                          mining industry is governed by strict and extensive
          The report covers the business units that operate in South      legislation and regulation, which go far beyond the demands
          Africa; namely: Coal South Africa; De Beers Group Managed       set by the 2010 Mining Charter. For information on how
          Operations (De Beers); Kumba Iron Ore (Kumba); and              AASA has performed in the area of HSE, please go to our
          Anglo American Platinum (Platinum Group Metals (PGMs)).         website to access the Group Sustainability Report.
          The report also includes (where applicable) Anglo
          American’s Corporate Division (Corporate Division) and          All AASA mining operations adhere to the reporting pillar of
          Anglo American’s EMEA Shared Services in South Africa           the 2010 Mining Charter and develop Social and Labour
          (Shared Services).                                              Plans (SLPs) according to Mineral and Petroleum
                                                                          Resources Development Act (MPRDA) requirements. SLPs
          Key data is included for AASA and its business units to         are submitted to the Department of Mineral Resources and
          illustrate performance against the 2010 Mining Charter          Energy (DMRE) for approval, and mining right holders report
          pillars of ownership; mine community development;               annually to the DMRE on their compliance.

                                                                          * There has been a material change in the portfolio size of the
                                                                             components of our business and, therefore, year-on-year comparisons
                                                                             are not on a like-for-like basis.

          CONTENTS
            IFC                                       1                                            2
            Scope of the report                       Foreword                                     Our contribution to South Africa

            OUR                                       4                                            11
            PERFORMANCE                               Ownership                                    Mine community development

            18                                        24                                           30
            Procurement and enterprise                Employment equity                            Human resource development
            development

            37                                        42                                           47
            Housing and living conditions             Beneficiation                                In closing

            48
            Glossary

Transformation Performance Report 2018
OUR CONTRIBUTION TO SOUTH AFRICA - TRANSFORMATION PERFORMANCE REPORT 2018 - Anglo American South Africa
FOREWORD

                                                                                  diverse, but inclusive too. Diversity enables our employees
                                                                                  to bring the totality of who they are to the workplace, while
                                                                                  inclusion means that they are able to feel more valued and
                                                                                  welcome. If we break down the barriers that exclude
                                                                                  people, we believe we will be able to unleash great potential
                                                                                  from our employees.

                                                                                  A second strand is our absolute recommitment to safety.
                                                                                  Safety has always been important to Anglo American,
                                                                                  and we can be proud of our achievements. But we want to
                                                                                  take this to an even higher level in our continued drive for
                                                                                  zero harm, and in a way that is totally transformative in how
                                                                                  we work.

                                                                                  Another strand, and one that is perhaps more uniquely
                                                                                  South African, relates to land. This is an issue that we are
                                                                                  taking very seriously. Within Anglo American, we have
                                                                                  looked at excess land that we hold, and how we can we make
                                                                                  this available to benefit communities. But, it is not as simple
                                                                                  as making land available to communities. Without a
The story of Anglo American is inextricably                                       long-term development strategy for that land, it becomes
                                                                                  self-defeating, because people will not necessarily have
linked to the story of South Africa. Over the past                                the means to develop that land in an economically
102 years, we have contributed significantly to                                   beneficial way.

South Africa’s growth and development.                                            Part of our thinking has been undertaken under a working
                                                                                  group that is exploring possibilities in respect of land
                                                                                  restitution and redistribution, as part of a broader strategy of
             We have committed ourselves to building a South Africa that          land reform. Here we will work closely with government,
             is inclusive and fair, one where all citizens are able to maximise   municipalities, other companies and communities.
             their potential, regardless of their background. It is this belief
                                                                                  A fourth strand in our thinking relates to communities. Again,
             that has been at the heart of our transformation efforts within
                                                                                  we are approaching this from a non-traditional standpoint,
             Anglo American: that the success of South Africa – in driving
                                                                                  with our starting point being what a community would look
             inclusive growth and social cohesion – is our success too, as        like when we are not there. Our Sustainable Mining Plan is
             a company that is deeply rooted in this country.                     fundamental to transforming how our stakeholders
             This is why we wholeheartedly support the objectives of the          experience Anglo American.
             Mining Charter. It is an important document that expresses           In conclusion, I think we have been tougher on ourselves
             the practical ways in which we need to collectively work             than ever before in trying to understand how we take
             together, as partners, to transform mining in South Africa. It       transformation to the next level and ensuring that what we do
             is critical that we continue to attract the requisite level of       is truly transformative for South Africa. What really propels
             investment to grow and sustain our business, and for that,           us is our desire to ensure that we are a company of choice
             policy and regulatory certainty is key. We are confident that        – as an employer, an investor and as a neighbour.
             we will be able to achieve that through continued dialogue
             with government – by getting all the key role players to sit         Our Purpose, which is to re-imagine mining to improve
             around a table, talk through our differences, agree to               people’s lives, takes on a special meaning for transformation
             disagree on certain issues but develop consensus on the              in South Africa. Ultimately, we know that it is people’s lived
             mining industry we want.                                             experiences of transformation that matters.

                                                                                  We will continue to build on the progress we’ve made by
             Looking specifically at transformation within Anglo
                                                                                  working hard to ensure that we lend a hand in building an
             American, we have broadened our view. I will mention four
                                                                                  inclusive and prosperous South Africa.
             strands that I believe are critical at this juncture.

             First, for Anglo American, transformation has always been
             fundamental to how we do business. Our approach has
             always been to ‘go beyond compliance’ in all of our efforts to
             transform our business.

             Within Anglo American, we have a renewed commitment to               Andile Sangqu
             celebrating diversity, by driving a culture that is not only         Executive Head of Anglo American South Africa

                                                                                             Transformation Performance Report 20181
OUR CONTRIBUTION TO SOUTH AFRICA - TRANSFORMATION PERFORMANCE REPORT 2018 - Anglo American South Africa
ANGLO AMERICAN’S CONTRIBUTION TO
SOUTH AFRICA

We are proud of our longstanding contribution to the
country, where we have played an instrumental role in
growing the economy. Through our continued presence in
South Africa, we aim to help build a stronger and more
sustainable country.                                                                                            NUMBER OF BUSINESS UNIT
                                                                                                                CEOs BASED IN SOUTH AFRICA
                                                                                                                     2018                     2017
                                                                                                                        4                        4
                                                                                                              NUMBER OF BUSINESS UNITS
                                                                                                              MANAGED FROM SOUTH AFRICA

Investment in                               PRESENCE IN                                                              2018                     2017
South Africa                                SOUTH AFRICA                                                                4                        4
R265.4 bn
Amount of capex invested in
South Africa since 1999
                                                                    % Operating assets                                                 % Revenue from
(2017: R251.6 bn)
                                                                    in South Africa                                                    South Africa
                                                   2018                     2017                                             2018                       2017

                                              30% 34%                                                                   38% 40%
                                                                                                   % Operating profit
                                                                                                   from South Africa
                                                                                          2018                     2017
COMMITMENT TO
SOUTH AFRICA
                                                                                    40% 40%
NUMBER OF                        AMOUNT PAID IN
EMPLOYEES                        SALARIES AND WAGES

47,000*                          R24.9bn
(2017: 52,000)

                            * Reduction in employee numbers due to sale of assets at Coal South Africa (Seriti: 3,119) and PGMs (Union mine: 5,160).

2      Transformation Performance Report 2018
OUR CONTRIBUTION TO SOUTH AFRICA - TRANSFORMATION PERFORMANCE REPORT 2018 - Anglo American South Africa
OUR CONTRIBUTION

                                                                                    A ’S
                                                                              RI C
                                                                            F
                                                                     THA S
                                                                SOU ITIE
                                                             ITH ENT
                                                         RS W NED
                                                     T NE -OW Eskom
                                                                  Amount paid to

                                                  PAR TATE            for electricity
                                                Y    S
                                              KE
                                                                2018             2017
                                                                                    R4.5 bn R5.7 bn

                                                                                        Coal delivered to Eskom*
                                                                                          2018                      2017
                                                                                   2.83 Mt 26.06 Mt
          CONTRIBUTIONS

Contributor to South  Contributor to South          Contributor on
   African fiscus    Africa’s foreign earnings         the JSE
       2018                    2018                      2018
Amount paid in direct     Export revenues         Market capitalisation
 and indirect taxes         generated                 on the JSE

R18.7 bn R111.1 bn R688 bn
  (2017: R20.6 bn)        (2017: R103.5 bn)         (2017: R575 bn)

                                                                                                                 2018

                                                                                                R10.4 bn
                                                   Amount paid to
                                                    Transnet for                                                  2017

                                                                                                     R10.1bn
                                                     transport

                                                       * 	 Reduction due to the Seriti and New Largo sale.

                                                                         Transformation Performance Report 20183
OUR CONTRIBUTION TO SOUTH AFRICA - TRANSFORMATION PERFORMANCE REPORT 2018 - Anglo American South Africa
OWNERSHIP

    MINING CHARTER II TARGETS

Companies to target a minimum of 26% ownership by historically disadvantaged
South Africans (HDSAs), including entrepreneurs, communities, and employees
(in the form of employee share ownership plans (ESOPs)).

Anglo American’s Johannesburg campus is a landmark historical building in the inner city.

                             A CLOSER LOOK AT WHO OWNS                                                     R70 billion) of Anglo American’s business in South Africa.
 CASE STUDY
                             ANGLO AMERICAN                                                                HDSAs continue to hold between 9% and 13% in the
                             Our ownership structure is very different today from                          business we control and represent South Africans from a
                             20 years ago – South Africans own about 35% of                                range of geographies and categories.
                             Anglo American through their pension funds, and
                                                                                                           In addition to current ownership, HDSAs acquired
                             government employees are major beneficiaries through
                                                                                                           approximately R15 billion of Anglo American’s business
                             the Public Investment Corporation’s investment worth
                                                                                                           units which do not form part of the current business unit
                             R50 billion.
                                                                                                           configuration in South Africa; for example, AngloGold
                             Black shareholders currently hold approximately R26 billion                   Ashanti, Tongaat and Hulamin. Such disposals to HDSAs
                             of listed shares in Anglo American plc via investments.                       represented about 12% of Anglo American’s business in
                             Since 1994, HDSAs have acquired some 30% (more than                           South Africa.

                               Significant shareholdings
                                                                                                                                                   Number of       Voting rights
                               Company                                                                                                                shares                 (%)
                               Volcan (Volcan Holdings PLC and Volcan Holdings II PLC)                                                         271,802,858               19.35
                               Public Investment Corporation                                                                                   181,834,825               12.94
                               BlackRock Inc                                                                                                     81,814,750               5.83
                               Silchester International Investors LLP                                                                            70,110,363               4.99
                               Genesis Assert Managers LLP                                                                                       55,426,734               3.95
                               Tarl Investment Holdings (RF) Proprietary Limited (1)                                                             47,275,613               3.37
                               Coronation Assert Management (Pty) Ltd                                                                            42,295,188               3.01
                               Epoch Two Investment Holdings (RF) Proprietary Limited (1)                                                        42,166,686               3.01
                               (1)
                                      poch Two Investment Holdings (RF) Proprietary Limited (Epoch 2) and Tarl Investment Holdings (RF )Proprietary Limited (Tarl) are two
                                     E
                                     independent companies that have purchased shares as part of Anglo American’s share buyback programme. Epoch 2 and Tarl have waived their
                                     right to vote all the shares they hold, or will hold, in Anglo American plc.

4             Transformation Performance Report 2018
OUR CONTRIBUTION TO SOUTH AFRICA - TRANSFORMATION PERFORMANCE REPORT 2018 - Anglo American South Africa
OWNERSHIP

OUR PERFORMANCE                                                             Mvelaphanda Resources, Atlatsa Resources, Ponahalo,
                                                                            Anglo American Inyosi Coal, and Siyanda Resources.
We have led the black economic empowerment (BEE)
initiative for more than 25 years and have contributed                      We continue to seek to diversify the level of participation and
significantly to South Africa’s transformation imperative                   ownership by HDSAs in our mining assets. Most recently,
through the more than 40 BEE transactions, worth more                       this has been achieved by selling our Coal businesses that
than R70 billion, that we have concluded.                                   supply Eskom to Seriti Resources, as well as Union and Royal
                                                                            Bafokeng Platinum mine to HDSAs, during 2018.
Since 1994, our BEE efforts have resulted in the creation of
several black-owned and -managed South African                              Most companies that have acquired our assets have
companies, such as Exxaro Resources, African Rainbow                        flourished, not only in mining, but in their diversification
Minerals, Royal Bafokeng Platinum, Shanduka,                                into other parts of the economy.

 HDSA ownership (%)
                                                                                               Kumba     Coal South
 Actual current shareholding                                                                   (SIOC)         Africa          PGMs   De Beers

 Effective shares held by HDSA-controlled entities                                                   9             3             2         26
   Entrepreneurs (effective)                                                                         6             3             0          7
   Employees                                                                                         0             0             0         13
   Community                                                                                         3             0             2          6
 HDSA shareholding via mandated investments                                                          5             8             8          5
   Anglo American plc indirect effective interest                                                    4             8             6          5
   Direct interests                                                                                  1             0             2          0
 Actual effective shareholding 31 December 2018                                                    14            11            10          31

 Portion of business sold to HDSAs

 Portion of business acquired by HDSA-controlled entities                                          29            59            40          26
   Entrepreneurs                                                                                   20            56             21          7
   Employees                                                                                         6             1             2         13
   Community                                                                                         3             2            17          6
 HDSA shareholding via mandated investments                                                          5             8             8          5
   Anglo American plc indirect effective interest                                                    4             8             6          5
   Direct interests                                                                                  1             0             2          0
 Total HDSA interest at 31 December 2018                                                           34            67            48          31

Note: Coal South Africa community percentage is zero, although there are a number of community trusts within BEE consortia.
In addition, the Inyosi Coal Community Trust has an effective 4% interest in Anglo American Inyosi Coal.

                                                                                        Transformation Performance Report 20185
OUR CONTRIBUTION TO SOUTH AFRICA - TRANSFORMATION PERFORMANCE REPORT 2018 - Anglo American South Africa
OWNERSHIP CONTINUED

              EMPLOYEE SHAREHOLDERS
              We pioneered the first employee share ownership scheme in South Africa. Since 2004, all Anglo American employees have
              participated in ESOPs or similar structures such as De Beers’ Equal Allocation Trust (EAT) units. In total, 77,520 employees
              have benefited from these schemes.

              Most of these schemes have now expired, and we are exploring new models to be implemented.

              EMPLOYEE SHARE OWNERSHIP PLANS
                  Historical and current ESOPs as at December 2018
                                                                                                                                                    Vested benefit
                                                                                                                                                     per person to
                                                                                                                            Total                            2018
                  Business                                                     Scheme            Tenure                (R million)    Employees             R’000

                  De Beers                                                EAT, KET 1             2006-                      878   2
                                                                                                                                      ±14,850 3                  524
                                                                          and KET 21             2018
                  PGMs                                                          Kotula           2008-                    433            40,000                  11
                                                                                                 2015         Free shares 391
                                                                                                                 Dividends 42

                                                                        ESOP Bonus               2018                        176           1,952                  9
                  Kumba                                                 Envision 1&2          2006-                      3,506             7,000             498
                                                                                           Nov 2016                Envision 1
                                                                                                                 Capital 2,670
                                                                                                                Dividends 279

                                                                                                                   Envision 2
                                                                                                                Dividends 557

                                                                                Karolo           2008-            2018 award            ±5,500                   20
                                                                                                 2023          Free shares 110
                                                                                                                   Dividends 5
                  Coal South Africa                                     Siyaphambili             2008-                     139             8,218                 17
                                                                                                 2019               free shares
                  Weighted average                                                                                        5,247          77,520                  68
              1
               	The De Beers EAT, The De Beers Key Employee Trust 1 (KET 1), De Beers Key Employee Trust 2 (KET 2) and Ponahalo Capital RF (Pty) Ltd are
                 shareholders of Ponahalo Holdings RF (Pty) Ltd. As at December 2018, EAT held 0% of Ponahalo Holdings (all underlying shares repurchased
                 by the end of 2018) and KET 1 and KET 2, an aggregate of 50% in Ponahalo Holdings. Ponahalo Capital holds the remaining 50% of
                 Ponahalo Holdings.
              2
               	De Beers: 58% of EAT unit holders accepted a voluntary offer to repurchase one third of their vested units in 2013. The 2013 repurchase was
                 implemented at the prevailing fair value of the time of R3,068 per unit and a total of R50 million was paid out to EAT participants. The offer was
                 extended to all vested units held by EAT, KET 1 and KET 2 participants and an additional R15 million was paid to KET1 and KET 2 participants.
                 The repurchase of EAT units over the period 2016-2018 equated to R769 million, calculated based on the prevailing fair value per unit when the
                 EAT unit repurchase was implemented (2013 = R3,068 per unit, 2016 = R13,532 per unit, 2017 and 2018 = R8,408 per unit). This total increases
                 to R863 million should the R50 million for the 2013 voluntary EAT repurchase, as well as the R43 million ex-gratia payment to non-EAT unit holders,
                 be incorporated. The total repurchase equals R878 million for all EAT and KET unit holders. Vested benefit is based on independent annual valuation
                 performed by an independent external auditor, BDO.
              3
               	Approximately 7% of EAT participants were active employees, with the bulk (almost 50%) of the EAT participants being pensioners. The balance is
                 past employees of De Beers South Africa.
              4
               	De Beers: R52,000 per person R878 million/14,854 participants (EAT only): each EAT participant received six EAT units in 2006 for no
                 consideration. Participants who opted to encash their third of EAT units in 2013 had only four remaining EAT units at the commencement of the
                 2016-2018 repurchase programmes.

6   Transformation Performance Report 2018
OUR CONTRIBUTION TO SOUTH AFRICA - TRANSFORMATION PERFORMANCE REPORT 2018 - Anglo American South Africa
OWNERSHIP

                                                                                                        Value of trust                Financial flow into
 Community trusts                                                                                        transactions                 trusts since 2006

 Coal South Africa
 Anglo Inyosi Coal Community Trust (which owns 15% of Inyosi Coal
 (Pty) Ltd, which in turn owns 27% of Anglo American Inyosi Coal)                                      R7.5 million                      R76.4 million
 De Beers
 Ponahalo Women’s Trust – effective 8.75% of Ponahalo Holdings                                         R3.7 billion*                     R14.5 million
 Ponahalo Disabled Persons – effective 5% of Ponahalo Holdings                                                                            R8.3 million
 Ponahalo Community Trust – effective 8.75% of Ponahalo Holdings                                                                         R14.5 million
 Kumba
 SIOC Community Development Trust                                                                     R458 million                         R3.0 billion
 Platinum
 Alchemy (which includes Lefa La Rona Trust;                                                            R3.5 billion                      R373 million
 Rustenburg Community Development Trust;                                                                                           (dividends, safety
 Dikuno Tsa Sechaba Community Development Trust;                                                                                          net and CSI)
 Zenzele Itereleng Non-Profit Company (NPC);
 Bohwa Bja Rena Community Development Trust;
 Ditholwana Tsa Rena Community Development Trust)
* Since the R 3.7 billion empowerment transactions were fully funded by debt, the equity value of these trusts was R nil at the 2006 transaction date.

   HOW WE MEASURE OWNERSHIP
   We measure the current actual HDSA shareholding                              methodology. Where BEE entities acquired control of a
   in the businesses that we control, and the portion of                        mine’s production, 100% of the production is counted as
   our business transferred to HDSAs, the latter being                          being transferred to HDSAs.
   the measurement we apply for the purposes of the
                                                                                We also measure the direct and indirect black share-
   2010 Mining Charter.
                                                                                holding in each business unit, which is calculated with
   More specifically, in calculating BEE ownership for the
                                                                                Anglo American’s effective interest in the business unit.
   purposes of the Mining Charter, we measure the portion
   of our South African business in terms of production                         The current actual HDSA shareholding is the direct and
   equivalent acquired by HDSAs. Where equity interests or                      indirect HDSA share ownership in listed shares in PGMs
   portions of mines were sold, the equivalent production is                    and Kumba, plus the effective indirect HDSA shareholding
   calculated to provide a consistent measurement                               via Anglo American plc in each of the business units.

                                                                                             Transformation Performance Report 20187
OUR CONTRIBUTION TO SOUTH AFRICA - TRANSFORMATION PERFORMANCE REPORT 2018 - Anglo American South Africa
OWNERSHIP CONTINUED

                    Coal South Africa
              At the end of 2018, Anglo Operations (Pty) Ltd, of which Coal South Africa is a division, had transferred at least 67% of its
              attributable production capacity to HDSA-owned and -controlled entities.

              Three of the key transactions are included in the table below:

                 Summary of empowerment transactions
                 Company                  Date      Transaction                                                                    Value (R)
                 New Largo Coal           2018      Sale of New Largo Project to New Largo Coal, owned by Seriti Resources            850 m
                                                    and Coalzar, both majority-owned and -controlled by HDSAs, and the
                                                    Industrial Development Corporation (IDC)
                                          2018      Sale of Eskom-tied mines (Kriel, New Denmark and New Vaal) to                     2.3 bn
                                                    Seriti Resources

                                          2010      Sale of 27% interest in Kriel and coal projects to Inyosi Coal, a BEE               7 bn
                                                    consortium led by Pamodzi and Lithemba consortia (66%). Thereafter,
                                                    they jointly developed Zibulo mine

                    De Beers
              De Beers is empowered through an ongoing relationship with its empowerment partner Ponahalo, which holds a 26%
              shareholding in De Beers Consolidated Mines Holdings. The company owns De Beers’ mining operations in South Africa
              and is responsible for the sales, sorting and beneficiation of the Group’s diamonds in the country.

              De Beers’ Equal Allocation Trust consisted of 14,850 current or ex-De Beers South Africa employees. In 2006, the date
              on which the transaction became effective, employees owned 12% of Ponahalo, KET No. 1 held 2% of Ponahalo, and KET
              No. 2 held 36% of Ponahalo. The last EAT trust interests were repurchased from beneficiaries during 2018.

                 Summary of empowerment transactions
                 Company                     Date       Transaction                                                              Value (R bn)

                                             2006       Sale of 26% of DBCM (South African operations of De Beers)                       3.7
                                                        to Ponahalo

8   Transformation Performance Report 2018
OWNERSHIP

      Kumba
In 2006, Kumba completed a BEE ownership transaction at a company level, resulting in 26% HDSA ownership.
The ownership consisted of a community trust and the Envision ESOP, each held 3%. Exxaro Resources, created out
of the unbundling of Kumba’s iron ore assets in 2006, held 20%. The Envision ESOP schemes ended in 2006 and 2011
respectively. The original value of the transaction was R3 billion.

Exxaro, Kumba’s primary empowerment partner, replaced its BEE structure in 2017. Post this transaction, Exxaro is 30%
HDSA-owned.

In 2018, Kumba shareholders approved a new employee share ownership plan, called Karolo. Under Karolo, some
5,500 employees are awarded R20,000 worth of free Kumba shares on an annual basis for three years, with a three-year
vesting period. Participants receive dividends over the vesting period. During August 2018, R5 million in dividends was paid
to participants. As at end December 2018, Karolo owned 0.11% of Kumba.

   Summary of empowerment transactions
   Company                    Date     Transaction                                                           Value (R bn)

                              2006     Exxaro holds 20% of Sishen Iron Ore Company (SIOC) – the result               5.4
                                       of an empowerment transaction that involved the unbundling of
                                       Kumba’s iron ore assets and the relisting of Kumba Resources
                                       as Exxaro
   SIOCCDT                    2006     SIOC Community Development Trust holds approximately 3% of                    0.5
                                       SIOC
   Envision                   2006     The Envision ESOP schemes held 6% of SIOC. These schemes                      3.5
                                       ended in 2011 and 2016

      PGMs
PGMs has transferred 40% of its business (measured on attributable production, value of the business transferred and direct
shareholding) to HDSAs through the sale of assets and joint venture transactions, as well as through the participation of
community trusts and ESOPs.

   Summary of empowerment transactions
   Company                    Date     Transaction                                                           Value (R bn)

                              2018     Sale of 33% in the Bafokeng Rasimone Platinum joint venture to                2.2
                                       Royal Bafokeng Platinum

                              2018     Sale of Union mine and 50.1% in MASA Chrome to Siyanda Resources              0.4

   Baphalane Ba               2016     Sale of 26% interest in the Amandelbult chrome plant to Baphalane             0.4
   Mantserre                           Siyanda Chrome Company, (Baphalane Ba Mantserre community
                                       and Siyanda Resources, through its subsidiary SIMA)
   Alchemy                    2011     PGMs shares sold, at a discount, to communities situated around               3.5
                                       their mines
   Kotula Trust               2008     Establishment of an ESOP that owns 1.5% of PGMs (which has now                2.5
                                       vested). More than 90% of the scheme beneficiaries were HDSAs
                              2008     PGMs swaps its 37% interest in the Western Bushveld Joint                     1.3
                                       Venture for a 26.6% interest in Wesizwe Platinum

                                                                          Transformation Performance Report 20189
OWNERSHIP CONTINUED

                         PGMs continued

                      Summary of empowerment transactions
                      Company                         Date        Transaction                                                         Value (R bn)

                                                      2008        Sale of 22% in Northam and 50% in Booysendal project to                     6.1
                                                                  Mvelaphanda Resources

                                                      2006        Development of a chrome recovery plant at Union mine with                   0.3
                                                                  Siyanda Chrome Investments, an HDSA company

                      Bakgatla Ba Kgafela             2006        Bakgatla Ba Kgafela community exchanged a royalty over certain              0.5
                      community                                   properties, 15% interest in Union, 26% in the Magazynskraal
                                                                  project and 55% in the Rooderand project
                                                      2004        Sale to Anooraq Resources (now Atlatsa Resources) of 51% of                8.9*
                                                                  Lebowa Platinum Mine and additional interests in Ga-Phasha,
                                                                  Boikgantsho and Kwanda
                                                      2002        PGMs contributed mining rights to form a joint venture with                 0.2
                                                                  Mvelaphanda Resources and Bapo-Ba-Mogale

                                                      2002/       PGMs and the Royal Bafokeng Nation contributed properties to                3.1
                                                      2010        form a joint venture in 2002. RBP listed on the JSE in 2010 after
                                                                  acquiring the controlling interest in the Bafokeng Rasimone
                                                                  Platinum Mine Joint Venture from PGMs
                                                      2001        PGMs contributed mining rights to form the Modikwa mine joint               2.4
                                                                  venture with African Rainbow Minerals

                                                      2000        Anglo American and Remgro sold their holdings, of 17.5% and 5%,             0.4
                                                                  respectively, in Northam to Mvelaphanda Resources

                  * Incorrectly reported as R4.9 billion in the 2017 Transformation Performance Report.

LOOKING AHEAD TO MINING CHARTER III

                         For existing rights, 26% BEE ownership met historically is recognised under Mining Charter III, but new targets are to
                         be met for new rights upon renewal. For new rights, BEE ownership is set at 30%, split between BEE entrepreneurs,
                         employees and communities.

     OWNERSHIP

10      Transformation Performance Report 2018
MINE COMMUNITY DEVELOPMENT

  MINING CHARTER II TARGETS

In order to achieve a social licence to operate, companies are to target meaningful
contributions towards community development, particularly in communities close to
mines and in labour-sending areas. Programmes must be based on a clear
assessment of development needs and in line with local authorities, integrated
development plans.

Villager, Desia Langa, grows vegetables with water provided by the Mapela Water Project.

                             PROVIDING A PRECIOUS RESOURCE                                 the municipality, PGMs and the Mapela Traditional
 CASE STUDY
                             TO A COMMUNITY IN NEED                                        Authority provides oversight of the project.
                             Lack of access to water, drought and water scarcity have      The project has been modelled around a pilot at Scheming
                             plagued the community of Mapela, situated close to            village, commissioned in June 2016. The pilot has been
                             PGMs’ Mogalakwena mine in Limpopo, for decades. In            highly successful, benefiting 2,000 people and
                             2011, the mine made an effort to help the community           demonstrating livelihood-restoration spin-offs. For example,
                             secure access to this life-giving resource and began          members of the community have started their own
                             trucking tanks of water to the 42 villages of Mapela. This    vegetable gardens and are able to sustain their families.
                             was a risky and expensive solution, but the Mogalakwena       Some are even selling their products to the local market –
                             local municipality simply did not have the capacity to        unlocking economic opportunities for the villagers.
                             provide water to the 20,000 households in need.
                                                                                           When the project is completed later in 2019, 70,000
                             In 2017, the municipality signed a memorandum of              people will benefit at a cost of 55 cents per person a
                             understanding (MOU) with Hall Core Water Mapela for           day (as opposed to R2 a day for the trucking solution).
                             the company to take responsibility for the provision of       The project also has a strong BEE shareholding –
                             water, and the Mapela Water Project was born. Hall Core       HDSAs will hold 30% of Hall Core Water Mapela, to grow
                                                                                           to 40% over 10 years. All assets and infrastructure will
                             Water Mapela is building water infrastructure for Mapela’s
                                                                                           eventually be owned by the community.
                             42 villages, which will supply water to more than 70,000
                             residents. Mogalakwena mine will pay for the water            At the end of December 2018, 30 villages were completed,
                             supplied to the communities for 10 years, or until such       giving 45,000 people access to clean, potable water. The
                             time as the municipality provides them with piped water.      project has created 88 permanent jobs, with two
                             A steering committee made up of representatives from          employees from each of the villages.

                                                                                                     Transformation Performance Report 201811
MINE COMMUNITY DEVELOPMENT CONTINUED

               OUR PERFORMANCE                                                  We work closely with the DMRE and provincial and local
                                                                                authorities to seek their guidance, advice and support on
               To be productive, safe, responsible and sustainable, our         how best to integrate our efforts into their development
               mines must operate alongside thriving communities.               planning for the region.
               Building thriving communities with better health,
               education and improved employment opportunities is               Community spend is calculated at 1% of net profit after tax.
               one of the three pillars of our overall sustainability
               approach and key to transformation in South Africa.              Challenges and actions
                                                                                The areas in which we operate have serious infrastructure
               Working in collaboration with host communities is at the heart
                                                                                limitations. Issues around accessibility to decent healthcare
               of our approach to mine community development. The
                                                                                facilities, quality education, adequate water supply and road
               performance of our business and our social licence to
                                                                                capacity remain a huge challenge in many of our
               operate depend on our ability to understand and manage the
               issues that matter most to communities. Our aim is to support    communities. Our business units engage with local
               job creation, public-service delivery and improve education      municipalities to come up with lasting solutions to improve
               so that local economies can thrive after mine closure.           infrastructure. One of the solutions we are working on is
                                                                                improving municipal capacity to strengthen the ability of
               Anglo American’s approach to social performance is               local authorities to deliver services to communities, known
               informed by our values and Code of Conduct and governed          as the Municipal Capability Development Programme. The
               by the Social Way. The Social Way requires all Anglo             approach taken in 2018 has been to work in partnership
               American-managed sites to ensure that policies and systems       with the Department of Cooperative Governance and
               are in place to engage with mine communities, to prevent         Traditional Affairs (COGTA) at a national level, COGTA and
               and mitigate adverse social impacts, and to optimise             Human Settlements (COGTAHA) at a provincial level, and
               development opportunities. The Social Way is supported by        engage six selected municipalities to co-develop specific
               our Socio-Economic Assessment Toolbox (SEAT), which              projects per municipality to achieve the objectives.
               provides guidance on how to manage social impacts and
               deliver socio-economic development. Operations complete          As a major mining company in South Africa, expectations
               a SEAT assessment every three years. During 2018, we             around our contribution to society are high. The current
               revised our Social Way, SEAT and related policies, taking into   socio-economic landscape is characterised by alarmingly
               consideration changes in our business and the external           high levels of unemployment, low skills levels, poverty and
               environment, our sustainability approach, evolving               disillusionment. This is compounded by the remote
               stakeholder expectations and international best practice.
                                                                                location of many of our operations, where there is limited
               Updated polices and guidance will be published in 2019.
                                                                                formal and alternative economic activity. Consequently,
               Our approach is also informed by regulatory requirements         our mines represent significant centres of socio-economic
               such as the Mining Charter and Social and Labour Plans           activity and an important source of welfare for rapidly
               (SLPs). Five-year SLPs are developed in consultation with        growing populations.
               municipalities and regular interaction with communities.
                                                                                To deliver projects effectively, we need to collaborate with
               They are aligned to municipal integrated development plans
                                                                                our stakeholders. Our business units have several
               and local economic development strategies.
                                                                                engagement initiatives in place to make sure that
               Our mine community development objectives are aligned            stakeholders are informed and able to contribute to their
               with national, provincial and local priorities, and draw from    own development agendas. Platforms include engagement
               South Africa’s National Development Plan (NDP) and the           forums, fieldworkers, inter-faith programmes, and
               United Nations’ Sustainable Development Goals (SDGs).            communications tools such as community newspapers.

12   Transformation Performance Report 2018
MINE COMMUNITY DEVELOPMENT

                             Mine community development expenditure (R million)
                                                                                                                                                                                  Investment
                             Business unit                                               2018               2017                2016               2015               2014     over five years

                             Coal South Africa                                           81.1               62.8                53.7              127.5              143.8              468,9
                             De Beers                                                    31.6               32.6                32.6               42.9               39.4              179,1
                             PGMs                                                         457                295                337                546                 236              1 871
                             Kumba                                                     123.5                98.7               58.9               174.6             202.3                 658
                             AASA                                                     693.2               489.1              482.2                 891              621.5               3,177

                             Mine community development expenditure per focus area (R million)
                             Focus area                                                 Coal          De Beers               Kumba                PGMs                 Total                 %

                             Health and social welfare                                   3.6                 1.5                19.4                 7.8              32.3                 4.8
                             Education and skills development                           22.3               15.2                36.8                55.6             129.9                 18.2
                             Infrastructure                                             18.1                   0*               32.0              118.7             168.8                   27
                             Enterprise development                                         0                7.1                25.9               88.8             121.8                 18.3
                             Institutional capacity development                          3.7                   0                 9.0                   0              12.7                  1.3
                             Community trusts                                            3.9                   0                    0              82.0               85.9                12.4
                             Other                                                      29.5                 7.8                 0.4             104.1              141.8                 17.9
                             Total                                                      81.1               31.6               123.5              457.0              693.2                 100

                            * De Beers’ infrastructure spend is included in education and skills development spend

Ms Angie Motshekga, South African Minister of Basic Education, and Norman Mbazima, Deputy Chairman of AASA, at the launch of AASA’s Education Programme, with master of ceremonies, Redi Tlhabi.

                                                                                                                               Transformation Performance Report 201813
MINE COMMUNITY DEVELOPMENT CONTINUED

                                                                                 development to mentoring and building the capabilities of
                     Coal South Africa
                                                                                 governing bodies.
               Mine community development expenditure increased to
                                                                                 Since 2015, De Beers has contributed R5 million a year
               R81.1 million during 2018 (2017: R62.8 million) owing to
                                                                                 to build a library at Sol Plaatje University. It contributed
               increased traction in implementing SLP projects as a result
                                                                                 R3 million towards additional teachers at three schools in
               of better collaboration with the eMalahleni municipality.
                                                                                 Musina, with the goal of reducing the number of learners per
               A total of 16 new SLP projects were approved during 2018.
                                                                                 class. De Beers also invested R2.7 million in the rural schools
               The largest portion of expenditure was spent on                   programme, focused on infrastructure.
               infrastructure-related projects – 48.2% or R29 million of the     Through the De Beers Fund, De Beers partnered with the
               total spend. Projects included a combination of education,        Free State Department of Education and the Kagiso
               water and sanitation, and enterprise-related infrastructure.      Shanduka Trust to invest R27 million to build a school in the
               Partnering with eMalahleni municipality, Coal South Africa        community of Maokeng in Kroonstad, a labour-sending area.
               upgraded Schoongezicht’s pump station. In partnership with        The school will benefit 850 learners and includes a Grade R
               Govan Mbeki municipality, the Lebohang sewer network in           and primary section, media centre, nutrition centre, covered
               Leandra is in the process of being upgraded. In Mhluzi, an        walkways and security fencing.
               industrial park and two junior traffic-training centres are
               being built and a block of classrooms (with three classrooms,
                                                                                       Kumba
               a book-storage facility, a water fountain and ablution
               facilities) was constructed at Mphephethe primary school.         In 2018, Kumba spent R123.5 million on community
                                                                                 development (2017: R106.7 million). Education and skills
               During the year, Greenside and Khwezela collieries                development were an important focus during the year,
               contributed to a major provincial infrastructure development      with expenditure increasing to R36.8 million. Sishen and
               that will improve access to healthcare for the people of          Kolomela mine provided bursaries to local communities and
               eMalahleni. The project involves relocating the remotely          built additional classrooms and ablution blocks at local
               situated Impungwe District Hospital to a central site currently   schools. Kumba also contributed R10 million towards the
               occupied by the Witbank Specialised Hospital in Ackerville.       completion of the Sol Plaatje University library.

               Education and training projects included providing                As part of the AASA Education Programme, Kumba has
               scholarships to 48 local students from disadvantaged              identified 26 schools and is currently identifying a minimum
               backgrounds and a maths and science incubator programme in        of 25 early childhood development sites as beneficiaries of
               Embalenhle. The incubator programme has yielded excellent         the Programme.
               results – achieving a 100% pass rate for grade 12 learners.
                                                                                 Kumba continued to collaborate with the Department of
               In addition to contributing to thriving communities through       Health to increase access to good-quality primary and
               infrastructure, education, health and welfare, livelihoods, and   mental health-care. A safe haven co-funded by the
               water and sanitation, Coal South Africa focuses on                Department of Social Development was constructed in
               environment, sports, arts and culture, disaster and               Tsantsabane during the year.
               emergency relief, and social projects selected by employees.
                                                                                 Infrastructure projects are still an important feature owing
               About R3 million was spent on environmental projects during
                                                                                 to the deteriorating state of local infrastructure and the
               the year, including partnering with the eMalahleni
                                                                                 inability of municipalities to develop new or maintain existing
               municipality to provide waste-management equipment and
                                                                                 infrastructure. Kumba spent R32 million on water and waste
               transforming what used to be an informal dumping ground
                                                                                 projects during the year (2017: R17 million). A borehole project
               into an outdoor fitness park in Phola.
                                                                                 in Maremane, a rural area with inadequate water and sanitation
                                                                                 conditions, stood out as a particular success. Three new
                     De Beers                                                    boreholes were drilled and tested, a new pump station was built,
               De Beers invested R31.6 million within local communities in       and a new borehole connected to the main feed-water supply
                                                                                 line. The improved water supply has already had a positive
               2018 (2017: R32.6 million). This included projects
                                                                                 impact on the health of 293 households and 1,770 people.
               implemented through the De Beers Fund. Voorspoed mine
               implemented 94% of its SLP projects, but due to the delay in      SLP expenditure increased to R55.1 million from R25.3 million
               the approval of the 2018-2022 SLPs, 2018 mine community           in 2017 as some 2017 projects were carried over to 2018.
               development projects were not implemented at Venetia mine.        There were 18 approved SLP projects, all of which are
                                                                                 being implemented.
               De Beers believes in the power of education to transform
               lives and is implementing AASA’s Education Programme at           Kumba embarked on a more proactive stakeholder
               Venetia mine. The five-year programme entails a ‘whole-           engagement approach during the year – through existing
               school’ development approach to education. Working in             forums and engagement platforms. This allowed the
               partnership with the Department of Education, interventions       company to foster partnerships with its community
               range from investment in school infrastructure and teacher        stakeholders and to help resolve potential social issues.

14   Transformation Performance Report 2018
MINE COMMUNITY DEVELOPMENT

                                                                                  In terms of health projects, PGMs handed over the Naledi
  A SHARED-VALUE STRATEGY FOR                                                     clinic to the Limpopo Department of Health and donated two
  THE NORTHERN CAPE                                                               ambulances to be stationed at Mecklenburg Hospital close
                                                                                  to Twickenham.
  A study commissioned in 2017 through the
                                                                                  To date, 33 of 74 SLP commitments have been completed
  Northern Cape Mine Leadership Forum
                                                                                  and 41 projects are at different stages of implementation.
  highlighted the limitations of companies acting in
  isolation, recognising the potential for
  collaboration to enable organisations to work at
  scale. The study proposed ways to create shared                                   REGIONAL COLLABORATIVE
  value for companies and mine communities.
                                                                                    DEVELOPMENT PROGRAMME
  In 2018, Kumba started working with Assmang,
  South32, Kudumane Manganese Resources and                                         In 2016, PGMs piloted a new approach to socio-
  the Minerals Council South Africa to develop a                                    economic development that seeks to ensure greater
  shared-value strategy for the Northern Cape. A pilot                              impact not only in its immediate communities but
  project is currently being identified, and in 2019 more                           also more widely in the regions that host its
  projects will be conceived, with input from community                             operations. The approach, known as Collaborative
  representatives, faith-based groups, businesses and                               Regional Development, is now being explored
  entrepreneurs, government, academics and NGOs.                                    across Anglo American, and emphasises cross-
  The shared-value vision will emphasise the views and                              sectoral partnership between government, business,
  aspirations of the youth and support national, regional                           research and NGOs to bring about lasting benefits.
  and local planning processes.                                                     The work seeks to mitigate the “honeypot effect” of
                                                                                    mining, where development takes place in a limited
                                                                                    area around mines, which then, because of improved
                                                                                    services, leads to an influx of people into the area,
                                                                                    thereby placing a further burden on service delivery.
                                                                                    The approach seeks to catalyse and facilitate broader,
                                                                                    more wide-scale development in its host regions.
                                                                                    Collaborative Regional Development is based on
                                                                                    collaboration with partners voluntarily committing time,
                                                                                    resources and funds to the partnership and sharing
                                                                                    decision-making on development initiatives for the region.
                                                                                    The approach is currently under way in Limpopo and
                                                                                    also Peru, and is being explored in other host regions.
  CEOs, general and operations managers, and task team members from
  participating mines, together with representatives from Minerals Council
  South Africa, contributed their shared vision for the Northern Cape through a
  creative exercise of ‘what it looks like when it’s fixed’.
                                                                                  Anglo American Chairman’s Fund
                                                                                  The mission of the Anglo American Chairman’s Fund is to
       PGMs                                                                       remain the leading corporate donor in South Africa, through
                                                                                  understanding the country’s most pressing developmental
PGMs spent R457 million on mine community development                             challenges; applying the resources at its disposal to
during 2018 (2017: R295.4 million), which included SLP                            maximum effect; supporting and adding value to practical
commitments and community trusts aimed at assisting                               interventions in communities; and creating new
communities to implement livelihood-restoration initiatives.                      opportunities and addressing urgent social needs.
R118 million of this was spent on infrastructure development
– on water, roads and electrification projects. Water                             The fund is guided by the following set of principles:
infrastructure in Mapela now provides clean water to over                         • Care, respect and dignity
45,000 people. A total of 900 houses in Twickenham                                • Partner of choice
communities have been electrified and solar street lights
have been erected in six villages, benefiting more than                           • Backing champions
18,000 people.                                                                    • C
                                                                                     loser integration with overall Anglo American community
                                                                                    engagement
In excess of 10,000 people (learners, teachers and parents)
                                                                                  • S
                                                                                     trategic-partner links with government, national donors,
participated in PGMs’ education programmes, and the
                                                                                    civil society and other partners
company built flushing-sanitation facilities in 10 schools in
Mogalakwena and Amandelbult, which previously used                                • Evidence-based engagement for developing communities
pit latrines.                                                                     • Support for public- and civil-sector service-delivery systems.

                                                                                             Transformation Performance Report 201815
MINE COMMUNITY DEVELOPMENT CONTINUED

               The fund supports projects in all nine of South Africa’s                Programme is carried out by a management service provider
               provinces, but with a focus outside of the operational areas            and an external evaluator at an estimated cost of R50 million
               of our business units. In 2018, the fund performed well,                over the five years.
               with a total expenditure of R50.2 million on corporate social
               investment (2017: R57.7 million) – despite a decrease in the            The Programme aims to ensure that school leadership,
               approval of grants in the order of R7.5 million. A total of             management and governance practices are effective,
               124 grants were approved in 2018 (2017: 163).                           ensuring well-functioning schools, and that teachers are
                                                                                       motivated, competent and effective, which will lead to
               The fund is in a limited funding position and, as a result, the
               trustees recommended supporting existing partners.                      teaching and learning time being optimised. The aim is for
               However, this limits the ability to support new and                     children leaving primary school to have grade-appropriate
               innovative projects, so it was decided to consider one-off              literacy and numeracy skills and to leave secondary school
               projects to support.                                                    with quality matric passes. The focus of the ECD intervention
                                                                                       will be on ECD practitioner development to enable children
                Contribution to the Anglo American Chairman’s                          attending supported ECD sites to attain age-appropriate
                Fund and De Beers Fund (R million)                                     developmental outcomes and be ready for Grade R.
                                                               Anglo
                                                           Operations                  AASA has committed to supporting a total of 100 schools
                    Kumba           PGMs       De Beers*     Limited**        AASA
                                                                                       and 100 ECD sites in three provinces and local to the
                          8           7.5            23            37          75.5    participating operations.
               *	De Beers contributed to the De Beers Fund, which is independent of
                                                                                       A situational analysis and infrastructure audit was conducted
                  the Anglo American Chairman’s Fund
                                                                                       for 90 schools. Empowerment and transformation retreats
               ** Includes Coal South Africa
                                                                                       were held for 23 schools, with the remainder scheduled for
                                                                                       2019. The retreats are attended by school staff, including
               ANGLO AMERICAN SOUTH AFRICA’S
                                                                                       principals, representatives from school governing bodies
               EDUCATION PROGRAMME
                                                                                       and student leadership councils, and are intended to
               AASA’s Education Programme, an initiative of our Sustainable            facilitate the delivery of a clear plan of action to improve the
               Mining Plan, focuses on early-childhood learning and a ‘whole           functioning of schools. Attendees hold each other
               school’ systemic approach to facilitate a significant positive          accountable for achieving goals.
               impact on the educational outcomes for children in selected
               early childhood development (ECD) sites, primary and                    An ECD situational analysis around the selected
               secondary schools local to Anglo American operations                    primary schools is scheduled to be completed in 2019,
               Launched in 2018, the Programme is aligned to the policy and            and this will support the design of appropriate early
               strategy of the Department of Basic Education (DBE). An                 childhood learning interventions.
               MOU was signed between AASA and the DBE in March 2018.
                                                                                       Engagement with stakeholders at a provincial and local level
               The Education Programme is funded by the four South                     is a priority of the programme. A partnership with the SIOC
               African business units: between R100 million and R120 million           Community Development Trust provides additional funding
               by each business unit over the five years (2018 – 2022).                and enables the support of an additional 10 schools and
               The management and monitoring and evaluation of the                     associated ECD sites in the Thabazimbi area.

                AASA Education Programme – expenditure in 2018
                                                                                             No. of           No. of              No. of         Total
                                                                                           schools     educators in          learners in   expenditure
                Business unit                                                             selected selected schools    selected schools          (Rm)

                PGMs                                                                           25              399             13,684             1.3
                Coal South Africa                                                              24              750             21,863             3.0
                De Beers                                                                       25              564             17,236             1.8
                Kumba                                                                          26              573             14,776             1.6
                Corporate Division                                                            n/a               n/a                 n/a           4.3
                Total                                                                         100            2,286             67,559           12.0

16   Transformation Performance Report 2018
MINE COMMUNITY DEVELOPMENT

             AMBASSADORS FOR GOOD
             In 2018, we launched an employee volunteering                                         • time management
             programme in the UK and South Africa called                                           • university preparation
             Ambassadors for Good. The programme invites
                                                                                                   • bursary applications
             employees to form teams within the workplace and
             partner with organisations in our host communities.                                   • financial literacy
                                                                                                   • sex education
             They can then bid for small grants from the Anglo American
             Foundation. Ambassadors for Good generated strong                                     • computer literacy.
             employee interest and more than 90 projects were
                                                                                                   The project takes in 20-25 students annually from
             selected and funded by an oversight committee, which
                                                                                                   Princess High School, in Roodepoort, Johannesburg.
             ensured that potential projects support and progress our
             sustainability goals.                                                                 Learnings and workshops are also shared via a social
                                                                                                   media platform so that more learners benefit from the
             One of the successful South African projects was an
                                                                                                   programme. This project aligned with several of our
             application to support FLaME (Future Leaders and
                                                                                                   sustainability goals, including women and girl
             Mentorship Engine), an existing programme that
             empowers matric learners from disadvantaged schools                                   empowerment and education.
             with life skills and education on topics their schools are                            To date, from the 32 students mentored that have
             not able to cover such as:                                                            completed the FLaME programme, 100% of them have
             • depression and anxiety                                                              passed matric. In 2019, another 24 students will go
             • drug and alcohol abuse                                                              through the programme.

             Students from Princess High School currently participating in FLaME. These young people are learning how to cope better with issues faced in life.

LOOKING AHEAD TO MINING CHARTER III

                             The new Charter anticipates that companies will achieve 100% of their SLP commitments in each year. We
                             are working with the DMRE to enable it to monitor our SLPs and manage approvals for amendments.

  MINE COMMUNITY
   DEVELOPMENT

                                                                                                                  Transformation Performance Report 201817
PROCUREMENT AND
ENTERPRISE DEVELOPMENT

  MINING CHARTER II TARGETS

Companies to target higher levels of procurement expenditure with BEE-owned entities.
Prioritising markets for BEE suppliers helps to transform South Africa’s economy.

Maxwell Mlangeni, owner of Today’s Destiny, with some of his fleet of vehicles used to haul coal from several of Coal South Africa’s sites.

                              UNBUNDLING MAJOR CONTRACTS A                                                                 volumes. Successfully completing the job gave Maxwell
 CASE STUDY
                              SPRINGBOARD TO SUCCESS FOR SMMEs                                                             the confidence to resign as a croupier and spend his
                              Small, medium and micro enterprises (SMMEs) wanting                                          payout on the first truck in his now considerable fleet.
                              to break into the mining industry have been given the                                        Within two months, he was hauling coal to and from
                              opportunity through Coal South Africa’s move to ‘unbundle’                                   several sites and, by June 2017, had been awarded his first
                              major contracts held by well-established players.                                            large contract. This gave him the borrowing collateral to
                              Maxwell Mlangeni, owner of a coal-haulage company                                            extend his fleet to 23 vehicles, of which 14 are already fully
                              called Today’s Destiny, is one such example.                                                 paid for. The entire fleet meets Coal South Africa’s vehicle
                                                                                                                           safety standards, while driver behaviour is monitored
                              Maxwell has always had a passion for maths and passed his                                    continually from a centralised control room. Maxwell
                              matric with distinction, going on to be a croupier working at                                understands the mutual value of complying with stringent
                              a casino. Croupiers must have the ability to think on their                                  vehicle standards – a safe fleet is more reliable and
                              feet, have exceptional reasoning and decision-making skills,                                 economical to maintain.
                              and be service-orientated – qualities that have stood
                              Maxwell in good stead as he moved into the haulage                                           Today’s Destiny now employs more than 60 people, a
                              business, navigating the logistical complexities of hauling                                  workforce made up of drivers, supervisors, maintenance
                              large quantities of coal around the country.                                                 staff and safety personnel – all of whom take pride in
                                                                                                                           working for a company with a reputation built on reliability
                              His first major break in the industry came from Coal South                                   and professionalism.
                              Africa’s Khwezela mine, where he was initially tasked with
                              transferring material from a mineral-resource deposit                                        In 2018, Coal South Africa increased its expenditure with
                              when an existing contractor could not meet the required                                      Today’s Destiny by more than 300%.

18             Transformation Performance Report 2018
PROCUREMENT AND ENTERPRISE DEVELOPMENT

OUR PERFORMANCE                                                          participation of SMMEs. Following research by the Small
                                                                         Business Institute, we now know that South Africa’s formal,
Anglo American South Africa’s inclusive procurement                      employing-SMME segment of the economy is much smaller
strategy aims to make a valuable contribution to                         than originally thought. There are only 250,000 formal,
South Africa’s transformation, economic growth and                       employing-SMMEs in the country, which collectively employ
empowerment of local businesses. This approach is in                     3.8 million people, or just over 28% of total jobs. Given this
line with our sustainability imperative to improve                       context, and especially because our operations are mainly
peoples’ livelihoods in our mine communities.
                                                                         located in rural areas, it is clear that driving socio-economic
One of the key drivers of economic development and                       development is essential to supporting jobs and creating
employment in South Africa is the capability, capacity and               thriving communities.

  BUILDING AN INCLUSIVE SUPPLY CHAIN THAT CREATES SHARED AND
  SUSTAINABLE PROSPERITY

  Permaculture training at Mogalakwena’s Groenfontein Training Centre.

  OUR GOALS                                                              •	Finding ways to remove barriers for host communities
  •	Creating and maintaining mutually beneficial socio-                    and local businesses to be included in our supply chain,
                                                                            always keeping governance and compliance
     economic relationships with local businesses.
                                                                            requirements in mind.
  •	Providing full, fair and accessible procurement                     •	Being a trusted corporate leader by government and
     opportunities for host communities and local suppliers                 industry so that we are invited to help shape and
     to supply goods and services to our operations across                  develop local and national policies in our sector.
     the mining value chain.
                                                                         •	Looking for ways to help our host communities and
  •	Increasing our focus on including black-, women- and                   suppliers find sustainable growth opportunities beyond
     youth-owned entities within our supply chain.                          our supply chain, so that they can continue to thrive long
                                                                            after our operations cease.
  •	Focus on supplier development by unlocking the
                                                                         •	Setting measurable objectives that comply with legal
     potential of our host communities and local suppliers
                                                                            requirements and monitoring our progress in delivering
     (including SMMEs) by partnering them with our existing
                                                                            on our Inclusive Procurement Policy.
     suppliers to enable them to build their capability and
                                                                         •	Communicating openly and regularly with our
     capacity to work effectively so as to ensure their
                                                                            employees and our stakeholders to encourage their
     businesses grow and additional jobs are created.
                                                                            support and their own adoption of inclusive
  •	Committing to choosing local workers, businesses                       procurement opportunities.
     and products and services, involving black-, women-                 •	Collaborating with our host communities and
     and youth-owned entities from host communities,                        stakeholders to become a trusted partner to expand
     wherever possible.                                                     and diversify our supplier base around our operations.

                                                                                    Transformation Performance Report 201819
PROCUREMENT AND
ENTERPRISE DEVELOPMENT CONTINUED
                      OUR APPROACH TO INCLUSIVE PROCUREMENT

                         INCLUSIVE CATEGORY                                                                      SUPPLIER DEVELOPMENT
                         SUPPLIER DEVELOPMENT                                                                    Developing a more diverse, inclusive
                         Framework guiding business units,                                                       and sustainable supply base
                         categories and suppliers

                                                                          A strategic and
                                                                       structured approach
                                                                            to inclusive
                                                                           procurement

                         ENABLERS
                         Fit-for-purpose governance, processes,                                           CHANGE AND COMMUNICATION
                         tools, systems and people to enable the                                          Working with stakeholders to get
                         strategy and its implementation                                                  everyone aligned and involved

                      Our BEE expenditure increased significantly as a result of the transformation of our supplier base – both existing and
                      new suppliers – which rose to a total of R37.8 billion (2017: R29.5 billion). This includes the increased spend on HDSA
                      suppliers, especially women- and youth-owned suppliers. A total of R10.6 billion was expended in our mine communities
                      (2017: R9.3 billion).

                       BEE and host community procurement expenditure in 2018
                                                                                                                                           Actual
                                                                                                                                            host-
                                                                                                                                       community                    Total
                                                         %                  %             %          Aggregate        Actual BEE     procurement           discretionary
                                                     Capital          Services   Consumables         BEE spend            spend            spend                  spend
                       Targets                           40                70             50                %     Rands (billion)   Rands (billion)    Rands (billion)

                       Coal South Africa                84                 89             90               85                 7.3              0.9                   8.3
                       De Beers                          81                75             82               77                 3.8              0.6                   4.9
                       Kumba                            69                 80             84               81                11.8              3.6                 14.6
                       PGMs                              73                79             70               74                14.9              5.5                 19.3
                       AASA                             77                 81             81               79                37.8            10.6                  47.2

                      AASA's performance against the Mining Charter procurement targets
                      (%)
Charter targets:      100
  40% Capital goods    90
  50% Consumables      80                                             83                  83                           82
                                       81    81                 80                                                            79
                       70        77                                                             76               75
                                                         74                         72                                                                        72
  70% Services                                                                                                                                        69
                       60
                       50                                                                                                                    58

                       40
                       30
                       20
                       10
                        0
                                      2018                     2017                      2016                         2015                        2014

20          Transformation Performance Report 2018
PROCUREMENT AND ENTERPRISE DEVELOPMENT

CHALLENGES AND ACTIONS
                                                                           De Beers
Our inclusive procurement team has committed to meeting
with mine-community suppliers, as well as on-site teams, as          To maintain its social licence to operate and co-exist with its
regularly as possible. Coal South Africa’s Inclusive                 host and labour-sending communities, De Beers is building a
Procurement Indaba and Kumba’s SMME Days held at                     more diverse and inclusive supplier base and focusing on
Kolomela and Sishen are examples of such events. There               developing small businesses to increase their capacity,
was also a Group-wide road show during which knowledge               capability and market opportunities.
was shared with employees to ensure a consistent approach            The company’s spend with BEE entities amounted to
and improved knowledge across the business.                          R3.8 billion during 2018, 77% of its discretionary spend.

       Coal South Africa                                             Identifying opportunities for local businesses and supplier
                                                                     development remains a high priority for De Beers. During the
Coal South Africa continues to focus on the transformation           year, the number of local SMMEs on its supplier development
and diversification of its supply chain to drive inclusivity, with   programme increased to 33. These new local suppliers were
an emphasis on procuring from BEE-compliant entities,                awarded contracts of a minimum of three years.
especially black- and black-women-owned companies, and
SMMEs. The business unit is achieving meaningful                     An employee-transport empowerment transaction was
transformation through:                                              also concluded. The transaction resulted in the creation of
                                                                     two new transport companies, each 40%-owned by local
• E
   ngaging with suppliers (including non-BEE suppliers)
                                                                     people, with eventual growth to 51% ownership within five
  to transform
                                                                     years. The contract value is in excess of R600 million and
• U
   nbundling large contracts to create opportunities for            key contractors to the mine also make use of the same
  local suppliers                                                    transport companies.
• P
   artnering with original-equipment manufacturers to
                                                                     De Beers has noted the readiness of local SMMEs to start
  enable access to on-time supply near the operations
                                                                     doing business with the company, but also the lack of basic
• P
   artnering with Zimele* to deliver a new supplier                 business skills, which represents a particular challenge for
  development programme                                              De Beers. To remedy this, the company is expanding
• I mproving transparency of our procurement processes              partnerships with the Small Enterprise Development
   and opportunities to mine communities.                            Agency, the National Youth Development Agency and key
                                                                     contractors in order to increase procurement opportunities.
Coal South Africa’s inclusive procurement team links
black-owned companies to our supply chain, while Zimele              The company has also noted a shortage of technical skills
provides advice and support for emerging businesses. In this         and experience amongst SMMEs, so technical skills training
way, entrepreneurs are empowered with the funds and the              is now incorporated into its supplier development
mentorship programmes to grow and sustain their business,            programme. De Beers is establishing partnerships with key
while we sustain our operational efficiency.                         suppliers and development partners to help local SMMEs
                                                                     access finance for start-up and expansion purposes.
During 2018, Coal South Africa’s six mines spent R7.3 billion        Collaboration with key suppliers such as Aucor Auctioneers
with BEE-compliant companies, representing 85% of                    saw the establishment of Aucor Limpopo (51% owned by
discretionary expenditure. The business unit had 932 active          locals and 49% by Aucor Auctioneers.
BEE vendors in 2018 as a direct result of diversifying its
supply chain and engaging with suppliers to transform to a           De Beers is committed to developing and supporting
minimum of 25% plus one vote black ownership, to align               black-women- and youth owned-companies, an area in which
with regulatory requirements. There was a general                    it has already seen some success. For example, entrepreneur
improvement in other categories too – spend with                     Nkateka Sithole is the director of Chibadura Trading after
SMMEs reached R1.3 billion, R3.5 billion with black-owned            recognising the shortage of black-female players in the
companies and R840 million with more than 30%                        vehicle-batteries and tyres market. She enrolled in De Beers’
black-women-owned companies.                                         Zimele incubation programme and has subsequently signed
                                                                     a contract with Bridgestone and Global Wheels to supply
The business unit continued to monitor the growth of                 tyres, rims and batteries to Venetia mine. Also part of the
its incubated suppliers and experienced a consistent                 incubation programme are Ike Freeman and Patience
year-on-year increase in expenditure – R42.4 million was             Ngqaba who own Ikefree Projects (a 100% black-youth-
spent with nine suppliers who were part of previous                  owned business), established in 2014 to offer services such
supplier development programmes. The company also                    as building, plumbing, carpentry, painting and tiling. Ikefree
spent R43 million with 15 Zimele-funded entities.                    Projects employs 25 young people from the local community.

* See page 23

                                                                                Transformation Performance Report 201821
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