2025 Integrated annual report

The remuneration committee supports the board by applying a strategy focused on attracting, motivating, rewarding and retaining talent through competitive remuneration practices while creating shareholder value. Stakeholder feedback is considered in regular reviews of our remuneration policy, which gives effect to the remuneration strategy by supporting business objectives in the wider operating environment and offering a balanced remuneration mix based on the principles set out below.

Refer to remuneration report in our 2025 ESG report.

F2025 performance against bonus targets for

PROFIT*  
Better than plan
ARM Coal
Worse than plan
ARM Platinum
ARM Ferrous
ARM group
UNIT CASH COSTS  
Better than plan
ARM Ferrous
ARM Coal
Worse than plan
ARM Platinum
ARM group
SAFETY MODIFIER**  
Maximum achieved
ARM Coal: +10%
Worse than plan
ARM Ferrous: +9%
ARM Platinum:-10%
ARM group: +7.9%

*  Based on profit before interest and tax (PBIT).

** Safety modifier adjusted for LTIFR and fatalities.

Companies Amendment Act 16 of 2024

The Companies Amendment Act 16 of 2024 (Companies Amendment Act 16) and the Companies Second Amendment Act 17 of 2024, were signed into law on 30 July 2024 and partially came into effect on 27 December 2024. Among other issues, the Companies Amendment Act 16 provides for enhanced remuneration reporting and disclosure by requiring all public and state-owned companies to prepare and present for approval a remuneration policy. While the effective date for some sections of the Companies Amendment Act 16 was 27 December 2024, at the time of writing, the effective date for the remaining sections on remuneration had not been published.

In summary, the Companies Amendment Act 16, as read with the King IV report, provides for:

  • A remuneration policy setting out the company's approach, with a focus on remuneration of directors and prescribed officers
  • An implementation report detailing total remuneration received by each director and prescribed officer and mandatory pay-gap disclosures, among other elements
  • A remuneration report that consolidates the remuneration policy and implementation report into a single document and includes further components, such as a background statement.

Anticipating the implementation of these amendments, the board, committees and management have kept abreast of proposed changes in the Companies Amendment Act 16 and any potential impact on the group's remuneration reporting, as well as disclosure practices and obligations.

ARM will introduce a binding vote on the remuneration report and separate remuneration policy, and will comply with required disclosure when the remaining sections of the Companies Amendment Act 16 become effective. In the meantime, ARM has adopted a phased approach to implementing the new provisions. Accordingly, part II of the remuneration report sets out the remuneration policy only, while part III summarises implementation in F2025 and plans for F2026.

Connecting performance and remuneration

Our competitive remuneration strategy is founded on principles set out in the remuneration committee's terms of reference. In developing ARM's remuneration policies, the committee ensures the mix of fixed and variable remuneration in cash, shares and other elements meets the company's business needs and promotes its strategic objectives, with an appropriate balance between shortterm and long-term incentives. It also ensures that performance targets in all Paterson grade levels across ARM are set and monitored. Key objectives from the terms of reference are to:

  • Provide fair, responsible and transparent remuneration, aligned with ARM's business strategy and risk appetite
  • Attract, motivate, reward and retain our people
  • Promote an ethical culture and responsible corporate citizenship
  • Develop performance measures that support positive outcomes across the economic, social and environmental triple context in which ARM operates
  • Present the remuneration policy and implementation report to shareholders annually or as legally prescribed, and diligently consider their feedback
  • Set fees for non-executive directors at competitive levels to attract individuals of the required calibre and expertise.

Fixed pay

The board-approved cost-to-company salary increases in the corporate office from 1 July 2025 are based on independent benchmarking processes and after considering the current consumer price index (CPI).

Paterson grade Role F2026
increase1
F2025
increase2
F-band Executives (including executive directors) 4.5% 4.0%
D and E-bands Middle and senior management 5.0% 5.0%
A to C-bands General staff 6.0% 6.0%

1 CPI of 2.8% at May 2025 as published by StatsSA. Inflation forecast by the International Monetary Fund (IMF) of 4.5%.
2 CPI of 5.2% at May 2024 as published by StatsSA.

Across the operations, cost-to-company increases are agreed in terms of multiple-year wage agreements. The committee also considers the results of independent benchmarking processes and the current CPI. At the bargaining-unit level, multiple-year wage agreements apply to most ARM-managed operations. In addition, most operations have an employee share ownership plan in place. In 2024, wage agreements were finalised for ARM Ferrous Northern Cape mines (Khumani, Black Rock and Beeshoek – five years), Bokoni Mine (three years), and Cato Ridge Works (one year). New wage negotiations for Two Rivers and Modikwa began in July 2025. In August 2025, section 189 processes for retrenchment were concluded at Cato Ridge Works and Bokoni, while a section 189 notice was issued at Beeshoek.

Employee benefits as a percentage of cost-to-company are the same for all employees, subject to certain employee elections.

F2025 short-term incentive performance outcomes: executive directors and prescribed officers

  2025
  %
on-target
bonus
%
maximum bonus
(before safety
and personal
performance
modifiers)
Performance
multiple5
% bonus
(before safety
and personal
performance
modifiers)6
Safety
modifier
adjusted
for fatalities7
Executive directors          
Dr PT Motsepe (executive chairman)1 62 124 0.44 26.98 7.90
VP Tobias1 50 100 0.44 21.76 7.90
TTA Mhlanga 45 90 0.44 19.58 7.90
Prescribed officers          
JC Jansen (from 9 April 2025)2 45 90 0.32 14.30 (10.00)
MP Schmidt 45 90 0.44 10.58 7.90
HL Mkatshana (to 8 April 2025)3 45 90 0.32 14.30 (10.00)
HL Mkatshana (from 9 April 2025)3 45 90 0.44 19.58 7.90
A Joubert 45 90 0.59 26.68 9.00
Total for executive directors and prescribed officers4          
  2025
  % bonus
(after safety
and before
personal
performance
modifiers)8
Personal
performance
modifier
% bonus
(after safety
and personal
performance
modifiers)9
Total annual
package before
incentives
(R000)10
Short-term
incentives
(cash bonus)
(R000)11
Executive directors          
Dr PT Motsepe (executive chairman)1 29.11 0.00 29.11 10 316 3 003
VP Tobias1 23.48 0.00 23.48 9 778 2 295
TTA Mhlanga 21.13 1.43 22.56 6 502 1 466
Prescribed officers          
JC Jansen (from 9 April 2025)2 12.87 (0.26) 12.61 1 200 151
MP Schmidt 21.13 0.54 21.67 8 519 1 846
HL Mkatshana (to 8 April 2025)3 12.87 0.33 13.20 4 466 590
HL Mkatshana (from 9 April 2025)3 21.13 0.55 21.68 1 316 284
A Joubert 20.08 1.50 30.58 6 609 2 020
Total for executive directors and prescribed officers4         11 655

Refer to the remuneration report in our 2025 ESG report.

1 The executive chairman and chief executive officer have overall responsibility for the performance of the company, and their personal performance is thus not determined separately from that of the company.
2 Mr JC Jansen was appointed acting chief executive: ARM Platinum from 9 April 2025. His bonus was calculated on the total annual package before incentives (excluding the acting allowance). The remuneration shown here is pro-rated for the period when he was a prescribed officer.
3 Mr HL Mkatshana was chief executive: ARM Platinum and Coal until he was appointed chief executive: ARM technical services from 9 April 2025. His bonus was pro-rated based on his roles in the review period. The ARM Platinum STI scorecard was applicable until 8 April 2025, and the corporate STI scorecard was applicable from 9 April 2025 (see pages 152 to 154 of the remuneration report).
4 The total in F2025 was R11.7 million for executive directors and prescribed officers, compared to a total of R13.9 million in F2024. Total bonuses for the corporate office in F2025 were R59.5 million (F2024: R82.1 million).
5 In terms of the board-approved remuneration policy for F2025, the performance multiple before the safety and personal performance modifiers, ie overall OTB multiple, cannot exceed 2.00. Refer to scorecards on pages 152 to 154 of the remuneration report for performance multiples.
6 This is the percentage on-target bonus times the performance multiple (rounded).
7 As independently reviewed by Bowmans. Refer to scorecards on pages 152 to 154 of the remuneration report for safety modifiers.
8 This is the percentage bonus (before safety and personal performance modifiers) times one plus the safety modifier adjusted for fatalities (rounded).
9 This is the percentage bonus (after safety and before personal performance modifiers) plus the personal performance modifier (rounded).
10 Total annual package before incentives as per the single-figure remuneration table on page 163 of the remuneration report except for Mr Jansen's bonus which is based on the total annual package before incentives (excluding the acting allowance) (see footnote 2).
11 This is the percentage bonus (after safety and personal performance modifiers) times the total annual package before incentives (excluding the acting allowance for Mr J Jansen), as shown on the single-figure remuneration table on page 163 of the remuneration report.

Total remuneration outcomes: F2025

Executive chairman
(R000)

Chief executive officer
(R000)

Finance director
(R000)

Executive: growth and strategic development
(R000)

Other prescribed officers 1
(R000)

TAP – Total annual package before incentives

STI – Short-term incentives

LTI – Long-term incentives

1  Average remuneration for Mr A Joubert and Mr HL Mkatshana. Remuneration for Mr JC Jansen, who was appointed as acting chief executive: ARM Platinum from 9 April 2025, is excluded.

Refer to part III of the remuneration report in the ESG report for additional information.