Professional Documents
Culture Documents
www.lonmin.com
Lonmin Plc
Lonmin Plc
Annual Report and Accounts for the year ended 30 September 2015
Contents
02 Key Features
01 /
Strategic Report
04
06
08
10
22
26
34
36
Chairmans Letter
Chief Executive Officers Letter
Our Business Model
Our Strategy
Market Review
Principal Risks and Viability
Key Performance Indicators
Performance
36 Safety
38 Financial Review
44 Operations
44 Mining
48 Processing
49 Capital Expenditure
50 Social and Labour Plans
51 Farlam Commission of Inquiry Report
51 People
54 Living Conditions
55 Transformation through Enterprise Development
and Procurement
56 Community Relations and Our
Corporate Citizenship Agenda
57 Our Environment
02 /
Governance
60
62
64
76
85
87
89
91
96
Board of Directors
Executive Committee
Corporate Governance Report
Audit & Risk Committee Report
Nomination Committee Report
Safety, Health & Environment (SHE) Committee Report
Social, Ethics & Transformation (SET) Committee Report
Directors Report
Directors Remuneration Report
Lonmin Plc
Annual Report and Accounts 2015
/ 01
Contents
01 /
How we are
Accelerating
Our Strategy
Strategic Report
Financial Statements
04 /
A Deeper Look
05 /
Shareholder Information
196
198
198
199
200
ibc
03 /
Governance
03 /
02 /
Details of the
Groups debt
facilities can
be found in the
Financial Review
on page
>
38
Underlying cost
of sales analysis
in both Dollar and
Rand can be
found on page
>
173
A breakdown
of the cost of
production per
PGM ounce
(unit costs) can
be found on page
>
www.lonmin.com
192
Shareholder Information
>
191
05 /
Details of the
impairment of
non-financial
assets can be
found in Note 31
on page
187
A Deeper Look
>
04 /
Tonnes mined on
a shaft-by-shaft
basis can be
found on page
Shareholder Information
Corporate Information
Reporting Calendar
Acronyms and Abbreviations
The Sixteen-Eight Memorial Trust
Lonmin Charter
Financial Statements
/ 02
Lonmin Plc
Annual Report and Accounts 2015
Performance Highlights
Key Features
Safety
Regrettably three fatalities in the second half of the year after 18 months fatality-free
Lost Time Injury Frequency Rate (LTIFR) increase to 5.41 from 3.34
Operational achievements
Business Plan
Business Plan developed to address low PGM pricing and retain flexibility
Right sizing now 50% complete within six months with 3,136 workers exited (2,120 employees and
1,016 contractors)
Cost of production per PGM ounce reduced to R10,339 per PGM ounce lower than guidance of R10,800
Tightly controlled capital expenditure of $136 million lower than original guidance of $250 million
Net debt of $185 million with available committed facilities of $543 million (net debt of $29 million in 2014)
Net assets attributable to equity shareholders valued at $1.6 billion after impairment charge of $1.8 billion
Underlying loss before tax $143 million ($46 million profit in 2014)
Underlying loss per share of 16.2 cents versus earnings 5.4 cents in prior year
Platinum sales of c.700,000 ounces for 2016, and c.650,000 for each of 2017 and 2018
Reduction in the size of the Groups workforce and overheads planned to deliver 2016 cost reduction of
c.R0.7 billion and c.R1.6 billion for 2017 (in real terms)
Unit costs to be broadly flat on 2015 in nominal terms at c.R10,400 for three more years to 2018
Capital expenditure limited to c.$132 million for 2016, $110 million for 2017 and $188 million for 2018,
of which $43 million third party funding to be used for the Bulk Tailings Treatment plant
The Rights Issue is expected to raise approximately $407 million (in gross proceeds)
Conditional amended banking facilities with all existing lenders for $370 million
Lonmin Plc
Annual Report and Accounts 2015
Strategic Report
04
06
08
10
22
26
34
36
Chairmans Letter
Chief Executive Officers Letter
Our Business Model
Our Strategy
Market Review
Principal Risks and Viability
Key Performance Indicators
Performance
Strategic Report
www.lonmin.com
01 /
Strategic
Report
/ 03
/ 04
Lonmin Plc
Annual Report and Accounts 2015
Chairmans Letter
To deal effectively with the current low PGM prices, we have developed
the Business Plan with the aim to achieve positive cash flow after capital
expenditure. The Rights Issue is designed to strengthen the Groups balance
sheet and allow the implementation of the Business Plan, whilst preserving
the long-term value of the Group.
Safeguarding
the Business
A Chairmans Letter from Brian Beamish
Lonmin Plc
Annual Report and Accounts 2015
/ 05
Chairmans Letter
Shareholder Information
www.lonmin.com
Brian Beamish
Chairman
05 /
Yours faithfully,
A Deeper Look
04 /
Financial Statements
03 /
Governance
02 /
Strategic Report
01 /
Your CEO has said that Lonmin would pull the levers necessary
to drive for value and protect the business, and this year we
have done that decisively, Ben has more to say on this in his
letter to you over the page.
/ 06
Lonmin Plc
Annual Report and Accounts 2015
Chief Executive Officers Letter
Mining
for Value
Ben Magara, Chief Executive reflects on 2015 and
outlines the Lonmin strategy for going forward.
Lonmin Plc
Annual Report and Accounts 2015
/ 07
Ben Magara
Chief Executive Officer
www.lonmin.com
Shareholder Information
Yours faithfully,
05 /
A Deeper Look
04 /
Financial Statements
03 /
Governance
02 /
Strategic Report
01 /
/ 08
Lonmin Plc
Annual Report and Accounts 2015
Our Business Model
OUR FUNDAMENTAL AIM IS TO CREATE LONG TERM VALUE FOR OUR SHAREHOLDERS as we move through the
economic cycle. We aim to generate value from our operations in four stages:
By securing prospecting
and mining rights to
areas which have PGM
mineralisation. We hold
rights to significant areas
of the Bushveld Igneous
Complex in South Africa,
the worlds largest
deposit of PGMs and
home to around 80% of
the worlds known
platinum resources.
We maintain a modest and
flexible international
exploration budget,
operating largely in areas
of known prospectivity for
PGMs which we hope will
provide us with new
economic sources of
PGMs in other areas of the
world, improving our
geographical diversity.
By developing these
areas into resources
and reserves and
managing mining
operations. With more
than 40 years experience
in mining PGMs in
South Africa, Lonmin
has developed superior
conventional mining
methods and relevant
process technologies.
By developing industry
leading processing
and refining techniques.
We were the first in our
industry to commercialise
the separate treatment of
UG2 ore and to use our
know-how and technology
to create value by putting
our ore through the full,
vertically integrated
processing chain,
producing high purity
refined metals for sale.
By maintaining close
relationships with key
customers we acquire
market intelligence and
an understanding of
market trends.
PEOPLE MAKE THE DIFFERENCE. In our employee relations we aim to develop and retain the best via our workplace
relationships and the way we work and to ensure as safe and stable a workplace environment as possible.
Lonmin Plc
Annual Report and Accounts 2015
/ 09
>
19
Strategy
>
36
Performance
>
18
Strategy
>
35
KPIs
>
26
Risks
>
50
Performance
>
14
Strategy
>
36
Performance
>
19
Strategy
>
35
KPIs
>
50
Performance
03 /
Payments
to employees
52%
50
A Deeper Look
>
Payments to
suppliers* 43%
Payments to
bank lenders 2%
04 /
Further information
on payments to
communities
Payments to/for
communities 1%
Financial Statements
We recognise that our business requires inputs from, and has an effect on, a number of stakeholders. We see
it as crucial that each group feels that their relationship with Lonmin is positive, and that they achieve some
net gain, whether financial or otherwise. The analysis below shows how the $1,293 million of cash earned in the
financial year was distributed:
Government
taxes 2%
Governance
Section 2: Governance
02 /
59
Strategic Report
>
01 /
* A significant proportion will be wages paid to contractors. We estimate around 60% of our costs are labour related.
Shareholders received no dividend during the year, and none is recommended for 2015.
05 /
In 2015 we met costs of 97 cents for every Dollar we earned, predominantly in South Africa. Payments for
community projects and donations amounted to 1 cent in every Dollar earned and we spent two cents in every
Dollar on interest and fees to the banks who lent us money.
Shareholder Information
www.lonmin.com
/ 10
Lonmin Plc
Annual Report and Accounts 2015
Our Strategy
Our Business
Explore
Mine
Mill
Concentrate
Description
Underground mining of
two reefs, Merensky and
UG2 each approximately
1m thick
Output measurement
Mineral Resources
(PGM ounces)
Millions of tonnes
Millions of tonnes
Kilogrammes of PGMs
in concentrate
Effectiveness measures
Increase or replace
Mineral Resources
Tonnes hoisted
Ore reserves
Tonnes milled
Quality measures
Underground head
grade, per ore type
(grammes per tonne)
Concentrate grade
(grammes per tonne)
Efficiency measures
Resources converted
to Reserves
Lonmin Plc
Annual Report and Accounts 2015
/ 11
Our Strategy
Lonmins extensive PGM resources are sufficient to support our business for decades to come:
Pandora operations
Strategic Report
Marikana operations
01 /
Performance
>
187
A Deeper Look
02 /
>
>
47
Kilogrammes of PGMs
in smelter matte
Purity (%)
www.lonmin.com
Shareholder Information
Market
05 /
A Deeper Look
04 /
Smelt
Financial Statements
03 /
Akanani project
Governance
Limpopo project
Lonmin Plc
Annual Report and Accounts 2015
Our Strategy
Zimbabwe
Botswana
Akanani
Rustenburg
Limpopo
Marikana
Johannesburg
South Africa
Shaft
Split reef
Mined out areas
MK3 Shaft
K5 Shaft
Pandora Deeps
MK2 Shaft
K4 Shaft
SD: 1331
SC: 225 000
MO: est. 2068
Rowland Shaft
SD: 1032
SC: 200 000
MO: est. 2040
K3 Shaft
SD: 809
SC: 290 000
MO: est. 2033
1 Shaft
SD: 322
SC: 90 000
MO: est. 2016
4B Incline Shaft
SD: 445
SC: 160 000
MO: est. 2022
Hossy Shaft
SD: 489
SC: 120 000
MO: est. 2048
Pandora Shallows/E4
SD: (Study Phase)
SC: 120 000
MO: est. 2062
Saffy Shaft
SD: 804
SC: 200 000
MO: est. 2040
E3 Incline Shaft
(including Pandora JV)
SD: 349
SC: 80 000
MO: est. 2039
E2 Incline Shaft
SD: 345
SC: 80 000
MO: est. 2019
E1 Incline Shaft
SD: 396
Newman
Incline Shaft SC: 80 000
MO: est. 2016
SD: 396
SC: 120 000
MO: est. 2037
4B
/1
K3
la
n
Ro
w
E3
Sa
ffy
(in
cl
.
de
ep
en
i
ng
)
Newman
K3 UG2Sub Incline
E2
n
la
w
Ro
d
ew
N
K2
M
E1
W1
K4
E4
a
or
nd sky
Pa ren
e
M
an
m
/ 12
Build-up
Steady-state
Wind down
Karee
Westerns
Easterns
Pandora
We have eleven mine shafts at various stages of their life cycle and an extensive project pipeline which
provides us with a range of options including extending the life of our maturing shafts, expanding production
to fill existing infrastructure or growth options, allowing us to take advantage of changing market conditions.
Lonmin Plc
Annual Report and Accounts 2015
/ 13
Our Strategy
Our Markets
Lonmins extensive PGM resources are sufficient to support our business for the long term:
Industrial
Investment
>
22
Strategic Report
Jewellery
01 /
Autocatalysts
25
The sustained low PGM pricing environment we experienced in 2015 and which we anticipate to prevail in the short to
medium term was a major challenge to the sector, and to Lonmin in particular given the Groups maturing debt facilities
in 2016. We took the opportunity to re-examine our strategy set against these new pressures.
Governance
In 2013 we began a fundamental review of our business. Throughout and after the subsequent five month strike in 2014
we took the opportunity to refine our plans. This has developed into the strategy we have today.
02 /
In essence we found that our wider strategic approach remained correct, but we needed to take robust and decisive
action to further protect the business in the short and medium term and embed sustainability.
Operational Excellence
04 /
A Deeper Look
Financial Statements
03 /
Fundamentally this resulted in us developing a comprehensive response which has seen us accelerate the move to
reshape and resize the business for the low-price environment, reducing fixed cost expenses, removing high cost
ounces, reducing headcount and capital expenditure to the minimum required for the safe and efficient running of the
Groups operations, while preserving the ability of the Group to increase its production when PGM prices improve. We
are able to do this because our operations and capital expenditure is scalable. Our existing strategy was built to ensure
flexibility in these areas and that has proved vital in recent months. We say more about this below.
1.1
Operational Excellence
Safety
Safety comes first in everything we do.
www.lonmin.com
Shareholder Information
We strive to be the industry leader in safety and we believe that Zero Harm is both achievable and realistic. This
starts with the safety, health and wellbeing of our employees and extends to everything we do including minimising
the environmental impact of our operations. We believe that integrating our operational and sustainability strategies
will enable us to deliver on our goal of Zero Harm.
05 /
After an industry record of 18 months fatality free Lonmin lost three employees to fatal accidents during 2015. There
were two fatalities in separate incidences at Hossy shaft resulting in the deaths of Mr Silva Cossa, on 19 May, and
Mr Mark Potgieter, on 22 July. Mr Bonisile Mapango, a winch driver at E3 shaft passed away on 31 July. Subsequent
to the year end, Zilindile Ndumela, a locomotive driver at Rowland shaft was fatally injured on 26 October. We extend
our heartfelt condolences to the families, friends and colleagues of all the deceased.
/ 14
Lonmin Plc
Annual Report and Accounts 2015
Our Strategy
1.2
Priorities
Our highest short term priority is the performance of our excellent Marikana operations which are some of the best
in the industry, in terms of quality, safety and efficiency. We are the industry leader in UG2 mining and processing
technology, an increasingly important factor of the ore mix mined in the industry.
Within our mining operations, our shafts are split into three categories, namely Generation 1, Generation 2 shafts and
Generation 3 shafts. The Generation 1 shafts Newman, E1, E2, E3 and W1 are smaller, older shafts in the latter
stages of their operational life. The Generation 2 shafts, K3, Rowland, 4B/1B, Saffy and Hossy are the larger, newer,
shafts. Saffy was the last to ramp up and did so successfully, reaching steady state in 2015 ahead of schedule.
Our Generation 3 vertical shaft, K4 had reached the early stages of ramp up prior to being placed on care and
maintenance in September 2012. We believe that K4 is one of the Groups best projects in South Africa as it
continues to offer the best brownfield replacement and growth optionality for the Group. We plan to reopen the shaft
when market conditions improve.
Profitability and returns are crucial. The Group is highly geared to the PGM pricing environment and the Rand/US
exchange rate. We mine for value, not for volume. Where volume might help deliver value in future, we aim to have
the flexibility to increase production with minimal expenditure, but given the present PGM market, we believe that the
priority in the short term is efficiency and cash.
Within the constraints of market conditions, we strive to ensure that our newer assets reach the most efficient and
profitable points they can in terms of safety, costs, production and productivity as the older shafts reach the end
of their lives.
1.3
Actions
1.3.1
removing high-cost PGM production ounces and, importantly, eliminating associated fixed and variable costs;
reducing fixed cost expenses by right sizing the Groups workforce and reducing overhead costs and support
service structures;
reducing capital expenditure to the minimum required to sustain the efficient running of the Groups operations
while satisfying regulatory and safety standards and limiting the number of development projects for the
continuing shafts;
maintaining operational and strategic flexibility through sufficient immediately available ore reserves;
creating, preserving and enhancing long-term equity value by retaining long-term expansion opportunities;
continuing to improve relationships with key stakeholders. Lonmins sustainability depends on creating shared
value for all so that each stakeholder sees Lonmin as a net positive contributor to their wellbeing and
development; and
In this current low price environment each stakeholder has to take short term pain for long term value protection
and employment.
The Groups Business Plan aims to continue to preserve cash with the objective of achieving a cash flow positive
position after capital expenditure despite the current low PGM pricing environment.
As described below, the Business Plan aims to keep unit costs per PGM ounce in nominal terms broadly flat in line
with the year ended 30 September 2015 at around ZAR10,400 per PGM ounce, for three further years ending
30 September 2016, 2017 and 2018.
Lonmin Plc
Annual Report and Accounts 2015
/ 15
Our Strategy
1.3
Actions (continued)
1.3.1
Generation 1
230
328
E2, E3
765
219
Hossy
4B
K3
Rowland
Saffy
K4
4
4
4
4
N/A
953
1,409
2,713
1,872
1,758
49
Governance
1,002
02 /
1B
Shafts of
the future
Focus/status
Newman
Generation 3
E1, W1
(incl. JV 100%)
Generation 2
Decision
Strategic Report
Shafts
Open cast
Tonnes mined
in 2015
(thousand
tonnes)
01 /
Following a shaft-by-shaft analysis, Lonmin has decided to reduce high cost production ounces to improve the
Groups profitability and cash flows. Specifically, the following actions are being taken.
Focusing on our core business, the Generation 2 shafts which produce c.80% of total production
Generation 2 shafts
Closure and placement on care and maintenance of the 1B shaft: All ore reserve development capital has
been stopped. Overall, the 4B/1B combined shaft complex has remained profitable despite the weak PGM
pricing environment. However, the 1B part of the complex has produced high cost ounces and Lonmin
expects that its closure and placement on care and maintenance will result in improved performance metrics
as direct and associated costs are removed. The shaft was placed on care and maintenance in October 2015.
Generation 1 shafts
On-going assessment of certain Generation 1 shafts: As part of the response to prolonged weakness in
PGM prices, the Group previously announced plans to put on care and maintenance two of its Generation
1 Shafts, namely, the E1 and W1 shafts, which are managed by contractors. These shafts were operating
only at break-even levels and not generating significant cash. Subsequently, the Group engaged with the
contractor managing these shafts and the contractor developed a plan that Lonmin believes will allow the
shafts to be cash generative. In light of this development, the Group is renegotiating the ore purchase
agreement with the contractor to include more favourable terms which, if concluded and subject to a
favourable outcome of the section 189 consultation process, Lonmin believes will allow mining at these
shafts to continue for the year ending 30 September 2016. Lonmin will reassess the viability of continuing
to mine these shafts at the end of the year ending 30 September 2016.
Shareholder Information
05 /
Planned orderly closure and placement on care and maintenance of the Newman shaft: Whilst the Newman
shaft has remained profitable despite the low PGM pricing environment, the shaft is nearing the end of its
life and the capital expenditure required to extend its life ranks below other projects in the Groups capital
allocation programme. Lonmin plans to implement the closure and placement on care and maintenance of
the Newman shaft in an orderly manner over the next financial year, allowing the Group to continue to use
immediately available ore reserves at the shaft, whilst limiting capital expenditure to essential levels.
A Deeper Look
www.lonmin.com
04 /
Financial Statements
Planned orderly closure and placement on care and maintenance of the Hossy shaft: There has been
significant improvement over the last twelve months at the Hossy shaft in productivity and in the
relationship between management and employees. However, the Hossy shaft remains the Groups highest
cost Generation 2 Shaft and Lonmin has concluded that in the prevailing low PGM pricing environment the
shaft has no prospect of self-funding its direct mining and processing costs and direct capital expenditure.
The Directors plan to implement the closure and placement on care and maintenance of the Hossy shaft
in an orderly manner over the next two financial years, allowing the Group to continue to extract the
immediately available ore reserves that have been built up at the shaft during its turnaround.
03 /
/ 16
Lonmin Plc
Annual Report and Accounts 2015
Our Strategy
1.3
Actions (continued)
1.3.1
Reducing the size of the Groups workforce to protect the business in the low PGM price environment:
The Group announced a retrenchment programme and has embarked on a section 189 consultation
process with relevant stakeholders. By 6 November 2015, approximately 3,136 people had left the Group;
2,120 employees through the voluntary separation programme that was launched in May 2015, and 1,016
contractors. In total, approximately 6,000 employees, including contractors, are affected and the process
is expected to be completed by 30 September 2016, and in connection with the planned closure and
placement on care and maintenance of shafts. Combined this should result in a large reduction in overheads.
The Group continues to work closely with key stakeholders, particularly its unions and the South African
government, in connection with the workforce reductions. The relationship charter established between the
Group and AMCU during 2014 has been a useful reference point in the section 189 consultation process.
In the interests of ensuring timely consultations, the Group has undertaken two section 189 consultation
processes in parallel one with AMCU, the Groups majority union, and another with the other unions and
non-unionised employees. Both processes are being facilitated by the South African Commission for
Conciliation, Mediation and Arbitration. The consultation period was extended by mutual agreement of
all relevant stakeholders to enable full exploration of all alternatives to forced retrenchments. The formal
consultation process with the Unions ended on 22 October 2015, and the Group is now in the process
of finalising the voluntary separations and redeployment. In the event that there is an insufficient number
of voluntary separations and redeployment, forced retrenchment may occur, and any forced retrenchment
is expected to be phased over a period of time.
The Group employed 26,968 employees and utilised the services of 8,701 contractors, as at 30 September
2015 and through the South African Chamber of Mines is a signatory to the Mining Leadership Declaration
Agreement. In this agreement, the tripartite committed to limit job losses and also to minimize production
disruptions. It is the Lonmins objective to protect the majority of those jobs over the long term by ensuring
that the Group can deal effectively with the sustained low pricing PGM environment.
(ii)
c)
Reducing overhead and support service structures: New measures identified as part of the Business Plan
for overhead and support services will remove associated overhead costs, at least in line with the reduction
in the size of the Groups operations. The closure and placement on care and maintenance of the shafts
outlined below will result in the removal of associated overhead costs, including the decommissioning of a
concentrator and the revision of all incentive schemes to encourage production efficiencies and to ensure
that bonus and incentives schemes are self-funding. Annual bonuses to management level employees for
the year ended 30 September 2015 have been waived. In addition, no salary increases have been granted
to management for the year ending 30 September 2016. Marketing and promotional expenses, as well as
discretionary spending on training, are being reduced with discussions taking place with Platinum Guild
International and World Platinum Investment Council to reduce the marketing costs of the Group by up
to 30%.
capital expenditure sufficient to keep the Groups existing assets in operation and to comply with legislative,
Safety, Health and Environment and social responsibility requirements;
ore reserve development capital expenditure sufficient to ensure that immediately available ore reserves
continue to be available to support planned production; especially in Generation 2 shafts, and
Capital portfolio optimisation tools have been used with the aim of ensuring that capital expenditure is invested
only in the early cash generative and most valuable ore reserve development and expansion projects. Although
certain ore reserve development and expansion projects have been deferred, thereby reducing the discounted
value of certain of the Groups shafts and their associated projected revenue streams, Lonmin believes that this
is a necessary measure in order to improve the Groups cash flows and liquidity in the short term.
Lonmin Plc
Annual Report and Accounts 2015
/ 17
Our Strategy
1.3
Actions (continued)
1.3.1
Strategic Report
A large portion of the planned ore reserve development capital expenditure is for the further deepening of the
existing, profitable K3 shaft as well as the development of the Middelkraal resource (MK2) that the Group plans
to extract via its existing, profitable Rowland shaft to partly offset the expected reduction in Rowland shafts
production profile in 2019. Lonmin believes that a continued investment in these projects will enable the hoisting
capacity of these shafts to be fully used for an extended period and to maintain their low unit costs.
01 /
The Group expects to limit its total capital expenditure to approximately $132 million and $110 million for the years
ending 30 September 2016 and 2017, respectively. Based on current information, the Group anticipates that its
capital expenditure for the year ending 30 September 2018 will increase to approximately $188 million, as the
Groups investments in stay-in-business and ore reserve development capital expenditure are expected to increase.
We aim to maintain the resilience of our processing plants and concentrators to achieve the high levels of PGM
recoveries we achieve. Our smelter complex, which is comprised of the two large furnaces and the three
pyromet furnaces provides us with the flexibility required in this industry and offers opportunistic third party
concentrate purchases or toll treatments.
d)
Maintaining flexibility
e)
05 /
Shareholder Information
In the longer term, the Directors believe that the Group has a number of attractive brownfield expansion
opportunities that can be developed when the PGM pricing environment improves, including the K4 project
and the Pandora E3 and E4 deepening projects. As at 30 September 2015, these projects had in aggregate
30.5 million ounces of mineral resources of platinum, palladium, rhodium and gold, including 18.7 million ounces
of platinum resources.
www.lonmin.com
A Deeper Look
We intend to maintain a clear strategic focus, on the Groups mineral resources and mining and processing
infrastructure at Marikana, which has seen considerable investment in recent years, with approximately
$388 million of capital expenditure incurred in the last three years. The expenditure of recent years has resulted
in an improvement in the rate of ore reserve development and, as at 30 September 2015, the Group had
immediately available ore reserves equating to approximately 22 months of mining under normal operating and
market conditions, which provides the Group with operational and strategic flexibility with particular focus on
he Generation 2 shafts.
04 /
Saffy shafts ramp up profile was delivered in line with promises despite the strike. We have driven the strong
ramp up of the shaft while maintaining 18 months of available ore reserve to support the required extraction rate,
putting stoping crews in place ahead of schedule and improving crew efficiencies. We changed the top operational
management team and also deployed a highly skilled business improvement team to identify and eliminate
bottlenecks and improved infrastructure to support planned production levels and, crucially, we are taking the
lessons we have learnt from these successes and applying them at other shafts we think can benefit.
Financial Statements
We are accelerating improvement initiatives through theory of constraints at our big, low cost shafts of the future
to increase and sustain shaft hoisting performance and improve capital efficiency. K3, 4B and Rowland shafts are
benefitting from this as highlighted above.
03 /
Governance
The Business Plan accelerates our core strategy of focusing on the larger Generation 2 shafts which is working
well in terms of saving costs and improving efficiencies and operational performance. Ongoing elements of that
strategy remain in place.
02 /
The Groups planned capital expenditure also includes expansion capital expenditure for the bulk tailings
treatment (BTT) project which was deferred earlier in the year. The BTT project entails the re-mining of a tailings
dam to extract chrome and contained PGMs. The BTT project is expected to be mined by a contractor over
a seven-year period with the first tonnes expected in the latter half of the year ending 30 September 2017.
The chrome is expected to be recovered in a new chrome spiral plant and the contained PGMs are expected
to be recovered in the Groups Number One Furnace. The Group is in the process of securing third party
funding for the conversion of the concentrator and the establishment of the slurry pipeline that will be required.
Approximately $29 million and $14 million are included for the BTT project in the total planned capital
expenditure for the years ending 30 September 2016 and 2017, respectively.
/ 18
Lonmin Plc
Annual Report and Accounts 2015
Our Strategy
1.3
Actions (continued)
1.3.2
Value Benefits
Over the past 18 months, we have looked hard at our Marikana operations, reviewing assets, practices, systems and
operating models.
We launched a comprehensive review of our assets to address asset utilisation, reduce the total cost of ownership,
improve capital efficiency and productivity and therefore profitability and cash flow with the aim that Lonmin improves
the quality and consistency of its earnings and reduces cost per ounce in the medium term, whilst prudently
managing risk through all cycles and improve its relative cost position on the industry cost curve.
In 2014 we announced that we aimed to achieve greater than R2 billion of value benefits over three years to 2017
through a review of our operating model, improving productivity and efficiencies and further optimization of our
process operations. Weve achieved significant success, achieving net benefits of R526 million in 2015. Cost savings
from the total cost of ownership programme, headcount reduction combined with stringent cost control measures
totalled R800 million. Furthermore R102 million of value was generated from the permanent release of pipeline stock.
These benefits were partly offset by lower productivity which is estimated to have cost R376 million partly a
consequence of an increased level of Section 54 safety stoppages. This demonstrates the focused cost management
actions the group has been undertaking. We continue to look for ways of enhancing productivity and efficiencies.
This is a journey and an industry-wide issue. Lonmin remains focused on doing more and we have seen how striving
to make these savings has been an excellent way for our employees, management and unions to collaborate.
We also believe that the Group has already started to benefit from the implementation of the Business Plan initiatives.
We believe that the implementation of the Business Plan, including the reduction in the size of the Groups workforce
and in overhead costs and support service structures detailed above, will result in a cost reduction of approximately
R0.7 billion in real terms in the year ending 30 September 2016 (against the annual cost base for the year ended
30 September 2015) and a further cost reduction of approximately R1.6 billion in real terms in the year ending
30 September 2017 (against the forecast annual cost base for the year ending 30 September 2016), thereby potentially
improving the Groups relative cost per PGM ounce produced in comparison with some competitors. The Groups unit
cost per PGM ounce produced was R10,339 per PGM ounce for the year ended 30 September 2015 and the Group
aims to keep its unit costs in nominal terms broadly flat for the years ending 30 September 2016, 2017 and 2018.
An independent report currently forecasts that for 2015 the Groups position on the South Africa PGM industry cost
curve (net total cash costs per 3PGE + Au ounce) should improve to the second quartile. Such an improvement in
the effectiveness of the Groups operations will help improve the Groups ability to operate in a low PGM pricing
environment and will position the Group to benefit from any recovery in PGM prices in the medium to long term.
Lonmin Plc
Annual Report and Accounts 2015
/ 19
Our Strategy
Management has begun to drive through the strategic actions and we are seeing encouraging results, some of which
are outlined in the sections above, others in the Performance section of this report.
4.1
Stakeholder Engagement
A Deeper Look
The importance of genuine and robust stakeholder engagement and relationship building has become increasingly
apparent over the past decade, given the need to understand stakeholder expectations and communicate on key
issues transparently, consistently and in a timely manner. We have identified and prioritised our stakeholder groups
and individuals and allocated relationship owners to each grouping. Our aim is to develop and protect Lonmins
relationships with all stakeholders who have a significant ability to impact Lonmins operations and investment case.
The renewed focus and energy on stakeholder engagement acknowledges the role of partnerships in confronting the
challenges plaguing the industry. Functional partnerships between Government, organised labour and community
leaders are essential if we are to create the necessary environment for a sustainable future and realise the true
meaning of shared value for all.
04 /
Financial Statements
The new structure enables us to utilise the skilled resources we have across the mining and processing operations
and develop a common culture. This provides for our employees growth and development with great benefits to
Lonmin. We believe that we have used transformation as a real lever for better cultural insights to the improved benefit
of both individuals and the company.
03 /
We have implemented the changes of personnel and structures in our top team which we talked about last year and
seen immediate positive impact. Our management structure is now flatter, and our operational structure reconfigured
to increase cohesion, execution and accountability. The operating philosophy promotes operational excellence,
knowledge sharing, collaboration and consistency. We believe that the Group has experienced major benefits of this
which are seen both in the effective, holistic oversight management has of the business, and in the empowering of key
operational staff to bring their experience and skills to bear quickly.
Governance
02 /
In addition we have initiated a relationship building programme. This programme has culminated in the Relationship
Charter, which outlines our aspirations of the nature of relationship that we are building with the unions and measures
that are being implemented to give effect to the Charter. The Charter presents a real opportunity to strengthen
relations with trade unions inter alia through constructive and regular engagements (using our union engagement
structures such as the Future Forum). More information around the relationship charter we have developed to guide
this process can be found under the Performance Section of this report.
Strategic Report
Management and unions also engage at regular meetings of the Future Forum that was established in December
2014 as required by the Mineral and Petroleum Resources Development Act, which aims to establish a joint working
relationship between the mine, workforce representatives, government and community representatives. We have been
encouraged to continue to deepen our relationships with our employees and their union representatives through
robust but constructive engagements with unions. We believe that if we wage negotiations in 2016 will take place
on a much stronger platform of respect and trust than in the past.
01 /
We are continuing with our effort communicating directly with employees and to reclaim our role as the primary source
of communication. We believe that this direct engagement with employees through the existing line management
structures and the periodic communication forums forms part of the way we work and the basis of creating
empowered, high performance teams. Through the leadership development and team effectiveness training
programmes, we continue to develop our managers capacity to manage this new form of direct engagement.
Following the BEE transaction we completed in December 2014, the Groups employees now hold a 3.8% equity
interest in the principal operating companies in South Africa, through an employee profit share scheme. We believe
this aligns more closely the interests of employees and Shareholders.
05 /
Shareholder Information
www.lonmin.com
/ 20
Lonmin Plc
Annual Report and Accounts 2015
Our Strategy
4.2
Transformation initiatives to meet the governments social and economic development goals;
Ethical business practices that include a commitment to upholding human rights; and
This is very much work in process and is based on an acknowledgement that trust must be restored and
communities healed.
4.3
4.4
Farlam commission
We have given the Farlam Report our detailed considered review and have begun implementing its recommendations.
See page 51 in the Performance section for further details.
Lonmin Plc
Annual Report and Accounts 2015
/ 21
Our Strategy
4.5
Human Rights
Governance
In the past three years, the Company has overcome various challenges, particularly in the area of security on the
property. We implemented a formal Security Risk Management Policy and Security Code of Conduct, both of which
are aligned with international best practice. All of our security personnel are trained in our security policies and in
human rights and ethical behaviour.
02 /
Suppliers are subject to a process of review against a range of environmental, safety and social responsibility criteria
before they are formally registered as vendors. Contractual agreements with suppliers contain clauses pertaining to
human rights requirements. Suppliers are screened for all new vendor applications.
Strategic Report
In order to meet our responsibility to respect human rights, we have implemented certain processes on an ongoing
basis, which include communicating this Policy both internally and externally to all of Lonmins stakeholders. Human
rights are communicated to employees and contractors through training and induction programmes and annual
refresher training. These sessions inform attendees of their rights, expectations, standards and mechanisms to report
grievances or incidents, which include a toll free ethics hotline service.
01 /
Lonmin is committed to respect the human rights of those interested and affected by the Companys operations.
This national and international commitment is contained in our Human Rights Policy, which was updated this year
following a periodical review. Along with human rights contained in the Constitution of the Republic of South Africa,
the Policy has regard to the International Bill of Human Rights, which includes the United Nations Universal Declaration
of Human Rights and the International Labour Organisation Declaration on Fundamental Principles and Rights at
Work. The policy is also informed by the United Nations Guiding Principles on Business and Human Rights which
are a global expectation of all business enterprises for managing human rights risks linked to their business activities.
The commitments contained in the Policy have been incorporated into the Lonmin Sustainable Development Standards.
03 /
Financial Statements
04 /
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
/ 22
Lonmin Plc
Annual Report and Accounts 2015
Market Review
Overview
During the year under review, the platinum price has fallen
to the point that the metal is now oversold. The deficit
market of 2014 is now shifting back towards balance as
the recovery of supply closes the gap to demand.
Autocatalyst demand is growing, particularly in Western
Europe with the introduction of Euro 6 emissions legislation
for all vehicles in 2015. Platinum demand was supported
by buying on price dips in late 2014 and early 2015.
After significant growth, Chinese jewellery demand is
forecast to fall between 3 and 7% this year. Sales have
been affected by the falling local stock market, fewer
weddings and lower platinum jewellery marketing
expenditure. Fabricators did not use the weaker price
environment as an opportunity to stock up throughout
the year. However, the strongest buying was evident in
September, giving leave for cautious optimism for a
recovery as retailers destock.
Sales
In 2015 Lonmin sold 751,560 ounces of platinum into the
market. Platinum sales contributed 64% of our turnover.
Palladium was the second highest contributor to the
revenue basket with the 347,942 ounces, sold constituting
19% of Lonmins income. Combined sales of rhodium,
ruthenium and iridium contributed a further 9% and Gold
and base metals made up the balance.
PGM Prices
During the financial year platinum underperformed both
palladium and gold. The recovery of platinum supply,
combined with downgrades to global growth and the
softening in jewellery sales were primary reasons for
platinums underperformance.
At the start of the 2015 financial year, the platinum spot
price traded at $1,274 per ounce but ended the year at
$916 per ounce, a drop of 28%. Compared to 2014,
average prices were down 20% at $1,134 per ounce
for the year.
Rebaone Godwin Modisapudi is an operator at the Base
Metals Refinery.
Lonmin Plc
Annual Report and Accounts 2015
/ 23
Market Review
1,200
$ per ounce
1,100
1,000
900
800
700
2015
2014
Variance
South Africa
Zimbabwe
North America
Russia
Other
4,104
363
377
705
218
3,119
403
394
739
224
31.6%
(9.8)%
(4.2)%
(4.6)%
(2.5)%
Primary supply
Recycling
5,767
2,058
4,879
2,003
18.2%
2.8%
Total
7,825
6,882
13.7%
Jan-15
Platinum
Apr-15
Rhodium
Jul-15
Palladium
Source: Bloomberg
Financial Statements
04 /
A Deeper Look
03 /
Governance
500
Oct-14
02 /
600
Strategic Report
1,300
01 /
05 /
Shareholder Information
www.lonmin.com
/ 24
Lonmin Plc
Annual Report and Accounts 2015
Market Review
Demand in 2015
Autocatalysts remain the main end use for platinum, palladium and rhodium, driven by tightening emissions legislation
and rising vehicle ownership around the world. Total autocatalyst demand (diesel, gasoline and non-road) is just
ahead of jewellery, but jewellery demand in 2015 is expected to surpass diesel autocatalyst demand.
Dental 4% Other 1%
Electrical 9%
Autocatalyst 41%
Other 5%
Chemical 5%
Jewellery 3%
Chemical 7%
Autocatalyst 77%
Jewellery 37%
Platinum
Palladium
Rhodium
Autocatalyst
Automotive requirements
for rhodium in both gasoline
(three way catalysts) and diesel
(lean NOx trap) autocatalysts
continued to grow, though facing
substitution threats from
palladium in gasoline and
selective catalytic reduction
technology in diesel.
Jewellery
Investment
Petroleum
Consumption in petroleum
N/A
sector continued to rebound,
following a dip in 2013.
Demand is forecast to increase
by 60,000 ounces to 177,000
ounces in 2015.
Chemical
Propane dehydrogenation
capacity growth in North
America and greater nitric acid
production in the rest of the
world is expected to lead to
a growth of around 4.4%
for platinum.
Electrical
N/A
N/A
Autocatalyst 84%
Lonmin Plc
Annual Report and Accounts 2015
/ 25
Market Review
Platinum
Palladium
Rhodium
Medical &
Biomedical
N/A
Non-road
Engines
01 /
Glass
Strategic Report
N/A
02 /
Automotive/Transport
Other uses
Fountain pens
Ceramic glaze
Razor coating
Smoke and carbon monoxide detectors
Forensic Staining
Shareholder Information
www.lonmin.com
Jewellery
05 /
A Deeper Look
Electronics
Medical
04 /
Financial Statements
Environmental
03 /
Catalytic converters
Fuel cells
Petroleum refining
Antilock braking systems
Airbag initiators
Engine management systems
Aircraft turbines
Sensors; oxygen and NOx
Spark plugs
Industrial
Governance
/ 26
Lonmin Plc
Annual Report and Accounts 2015
Principal Risks and Viability
1.
2.
>
42
[]
135
Mitigation
>
The Companys business plan has been
developed in detail by the Companys
management and reviewed by external
experts. The Company has an experienced
management team, most recently augmented
14
[]
Lonmin Plc
Annual Report and Accounts 2015
/ 27
1.
6.
Community relations
2.
7.
8.
3.
4.
5.
Safety
9.
10.
01 /
Impact
Further information on
exchange rate
>
162
[]
Financial Statements
03 /
Mitigation
Governance
02 /
Strategic Report
3.
04 /
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
/ 28
Lonmin Plc
Annual Report and Accounts 2015
Principal Risks and Viability
4.
Lonmin Plc
Annual Report and Accounts 2015
/ 29
5.
Safety
Description
>
36
[]
Governance
6.
Further information on
safety
02 /
Strategic Report
Mitigation
Change
01 /
Impact
Community relations
Description
Change
Further information on
community relations
>
56
[]
Shareholder Information
05 /
A Deeper Look
www.lonmin.com
Mitigation
04 /
Financial Statements
Impact
03 /
/ 30
Lonmin Plc
Annual Report and Accounts 2015
Principal Risks and Viability
7.
8.
Further information on
access to secure energy and water
>
57
[]
Changes to the political, legal, social and economic environment including resource nationalism
Description
Impact
Lonmin Plc
Annual Report and Accounts 2015
/ 31
8.
Changes to the political, legal, social and economic environment including resource nationalism (continued)
Impact (continued)
>
50
[]
Impact
Change
Further information
on exploration
47
[]
03 /
Impact
05 /
Change
A Deeper Look
Mitigation
04 /
Description
Financial Statements
>
Governance
10.
02 /
9.
Strategic Report
Change
01 /
Mitigation
Shareholder Information
www.lonmin.com
/ 32
Lonmin Plc
Annual Report and Accounts 2015
Principal Risks and Viability
Viability Statement
Lonmin Plc
Annual Report and Accounts 2015
/ 33
A Deeper Look
04 /
Financial Statements
03 /
Governance
02 /
Strategic Report
01 /
05 /
Shareholder Information
www.lonmin.com
Lonmin Plc
Annual Report and Accounts 2015
Key Performance Indicators (KPIs)
SAFETY
Operational Excellence
Our People
Corporate Strategy
Corporate Citizenship
LTIFR
5.41
3.50
ounces (000s)
4.16
3.34
3
2
1
0
2012
2013
2014
Financial year
Comment
A deteriorating trend has been seen across the
Platinum industry following the strike in 2014.
This is a major area of concern for us and in
order to enhance safety performance, a
programme is being developed to empower
front line supervisors. This is planned for
implementation in 2016.
See page
for more detail
10,339
Reserves
7,815
8,000
9,182
10,339
4,000
0
2011
2012
2013
2014
Financial year
Comment
Unit costs were contained to R10,339 per ounce
demonstrating the positive impact of the value
benefit projects and decisive actions taken to
reduce costs in the low price environment.
39
192
See pages
for more detail
442
200
2015
Comment
2015 Platinum sales were the strongest in
8 years assisted by a strong opening pipeline
of metals in process.
22
See page
for more detail
PRODUCTIVITY
5.5
3.7
4.1
3.3
2.9
3.0
2013
2014
Financial year
4.1
3.8
4.0
2012
Definition
Platinum ounces sold are those ounces
we produce either as refined ounces or
recoverable ounces sold in concentrate.
2.0
1.0
6.2
5.7
5.5
5.5
5
4
2.8
3
2
1
0
2015
Definition
Cost per unit is key to allowing us to operate
profitably for far longer through any down cycle.
This measure includes some sales and marketing
costs, as well as other management and shared
services costs which are not directly linked
to production. One-off and non-trading costs
are excluded.
>
5.0
Centares (000,000s)
12,000
696
400
2011
>
36
DEVELOPMENT
13,538
8,843
>
PGM ounce R
752
702
600
2015
Definition
Lost Time Injury Frequency Rate (LTIFR) is
measured per million man hours worked and
reflects all injuries sustained by employees
which mean that the injured party is unable to
return to work on the next shift.
UNIT COSTS
721
0
2011
96
800
5.41
4.71
16,000
SALES
>
752 thousand
Remuneration
/ 34
2011
2012
2013
2014
Financial year
2015
2011
2012
2013
2014
Financial year
2015
Definition
Immediately available ore reserves, in square
metres or centares, excludes partially developed
ore reserves in line with industry best practice.
Definition
Square meters per mining employee from our
Generation 2 shafts (K3, 4B/1B, Rowland, Saffy
and Hossy) excluding central mining services).
Comment
Our immediately available ore reserves at our
Marikana operations have remained steady
over 2015 and are at a level to provide the
flexibility to ensure a consistent production
output from the operations.
Comment
Productivity was significantly higher than the
strike impacted prior year and slightly down on
2013. Significant improvements at Saffy and
Rowland shafts were offset by the impact of
an increase in safety stoppages.
>
45
See page
for more detail
>
45
See page
for more detail
Lonmin Plc
Annual Report and Accounts 2015
/ 35
PROCESSING RECOVERIES
87.2%
to Industrial Action:
85.0
82.4
86.2
7,000
87.2
Tonnes
40
300
5,000
200
4,000
3,000
1,658
2,000
20
1,000
2011
2012
2013
2014
Financial year
2015
Comment
The minimal loss of production demonstrates
the improving employee relationships.
(167) million
See page
for more detail
HDSA Management
Representation
300
50.3%
47.2
46.5
-200
-159
-154
-167
44
2012
2013
2014
Financial year
4.68
4.52
4.40
2012
2013
2014
Financial year
2015
2011
2012
2013
2014
Financial year
2015
Definition
This KPI measures the percentage of
Historically Disadvantaged South Africans
(HDSAs) in management as defined by the
Mining Charter.
Definition
Total gigajoules of direct (gas, petrol, diesel,
coal) and indirect (electricity) energy
consumption per ounce of PGMs produced
including toll processed material.
Comment
We a pleased that we have continued to
exceed the Mining Charter requirement of 40%
despite the impact of redundancies.
Comment
The improvement in energy efficiency was
driven by the decrease in opencast mining
combined with the increased PGM production
and the success of many initiatives in this area.
>
53
See page
for more detail
>
57
See page
for more detail
Shareholder Information
www.lonmin.com
4.60
05 /
Comment
Low PGM prices in 2015 have resulted in
negative free cash flow. $136million was
invested in 2015 by way of capital expenditure
which will generate future revenues.
See page
for more detail
2011
2015
Definition
Trading cash flow after capital expenditure and
minority dividend payments.
4.77
4.80
4.00
42
2011
5.00
4.20
-246
-400
5.04
A Deeper Look
46
-300
5.32
5.20
04 /
48.4
48
of PGMs produced
5.40
100
-100
See page
for more detail
50.3
38
ENERGY EFFICIENCY
49.4
50
2015
Comment
The Company is highly geared towards metal
price which drives volatility in profitability. Low
metal prices in 2015 resulted in the company
being loss making.
52
210
200
41
2013
2014
Financial year
Definition
For any business the ultimate aim is to
grow underlying EBIT and deliver value to
shareholders. Underlying EBIT excludes the
effect of one-off and non-trading items.
>
TRANSFORMATION
2012
Financial Statements
45
-134
2011
2015
Definition
Tonnes production missed due to Industrial
Actions are considered to be a measurable of
employee relations.
>
$ million
-200
27
2013
2014
Financial year
03 /
See page
for more detail
2012
Governance
48
52
02 /
Comment
The instantaneous recovery rate achieved
in 2015 was outstanding. The year on year
improvements are a result of extensive
optimisation and improvement plans across
our processing operations.
164
67
100
-300
2011
Definition
The instantaneous recovery rate is the product
of the recoveries achieved at each step of the
processing cycle and measures the efficiencies
in the recovery of metals.
311
-100
252
162
>
400
6,382
6,000
GJ/PGM oz
Recovery (%)
60
>
27 thousand
$ million
82.5
80
(134) million
Strategic Report
100
UNDERLYING EBIT
01 /
Rate
EMPLOYEE RELATIONS
/ 36
Lonmin Plc
Annual Report and Accounts 2015
Performance
Safety
Fatality prevention
Injury prevention
Lonmin Plc
Annual Report and Accounts 2015
/ 37
Performance
01 /
0.040
0.030
0.020
5.00
0.010
400
0.000
300
LTI
LTIFR
4.00
500
3.00
Lonmin
M
ar
-1
1
Se
p11
M
ar
-1
2
Se
p12
M
ar
-1
3
Se
p13
M
ar
-1
4
Se
p14
M
ar
-1
5
Se
p15
6.00
Peer 1
Peer 2
Lonmin
Strategic Report
Safety Statistics
Pt Industry
200
2.00
100
1.00
11
12
13
14
15
Financial year
LTIFR per million man-hours worked
LTI
Fatalities
Financial Statements
6.00
5.00
LTIFR is one of
the Groups 11
KPIs see page
4.00
>
3.00
34
03 /
Governance
02 /
0.00
Lonmin
2.00
1.00
M
ar
-1
1
Se
p11
M
ar
-1
2
Se
p12
M
ar
-1
3
Se
p13
M
ar
-1
4
Se
p14
M
ar
-1
5
Se
p15
Peer 2
Lonmin
Pt Industry
A Deeper Look
Peer 1
04 /
0.00
05 /
Shareholder Information
www.lonmin.com
Lonmin Plc
Annual Report and Accounts 2015
/ 38
Performance
Financial Review
Overview
The 2015 financial year was underpinned by a solid
operational performance which saw the Group
achieve the highest platinum sales in eight years.
This was achieved despite the impact of Section 54
safety stoppage challenges and the shutdowns in
our smelter complex during the first half of the year.
The financial benefit of this strong performance was,
however, significantly diluted by the sustained low
PGM price environment which has persisted
throughout the financial year, putting immense
pressure on the Groups profitability and cash flows.
Further details of
the Rights Issue
and debt facilities
>
42
Income Statement
The $186 million movement between the underlying operating loss of $134 million for the year ended
30 September 2015 and the underlying operating profit of $52 million for the year ended 30 September 2014
is analysed as follows:
$m
(255)
307
52
PGM volume
PGM price
PGM mix
Base metals
541
(259)
24
22
Revenue changes
Cost changes (net of positive foreign exchange impact of $117 million)
328
(514)
(134)
(1,884)
(2,018)
Lonmin Plc
Annual Report and Accounts 2015
/ 39
Performance
Revenue
Total revenue for the year ended 30 September 2015
was $1,293 million, an increase of $328 million or
34%, compared to prior year revenue of $965 million.
There was an increase in sales volumes compared to
the strike-impacted prior year. The impact of this volume
increase was an increase in revenue of $541 million.
Platinum
Palladium
Rhodium
PGM basket (excluding
by-product revenue)
2015
$/oz
2014
$/oz
1,095
718
998
1,403
775
1,050
849
1,013
$m
913
Operating costs
662
16
(62)
(117)
14
289
514
1,427
>
192
Shareholder Information
286
(13)
(1)
87
15
05 /
A Deeper Look
Increase / (decrease):
04 /
Financial Statements
03 /
Operating costs
Governance
02 /
Strategic Report
01 /
/ 40
Lonmin Plc
Annual Report and Accounts 2015
Performance
2015
$m
Impairment of non-financial
assets
Restructuring costs
BEE transaction
Strike related costs
Idle fixed production costs
Contractors claims
Security costs
Other strike related costs
2014
$m
1,811
59
14
287
3
10
7
1,884
307
2014
$m
(25)
(25)
19
13
12
10
10
(10)
(1)
(10)
(4)
(235)
(2)
(62)
(239)
(64)
Lonmin Plc
Annual Report and Accounts 2015
/ 41
Performance
Employee taxes
State royalties
02 /
2014
$m
(12)
(136)
(19)
(116)
(93)
(37)
(167)
(7)
3
(246)
(1)
1
Cash outflow
Opening net (debt)/cash
Foreign exchange
Unamortised fees
(171)
(29)
17
(2)
(246)
201
13
3
(185)
(29)
(2.1)c
(20.4)c
(28.7)c
(43.2)c
Shareholder Information
www.lonmin.com
05 /
A Deeper Look
(100)
(16)
04 /
15
(24)
(3)
Financial Statements
(255)
142
18
(5)
03 /
(2,018)
1,966
63
4
Governance
The following table summarises the main components of the cash flow during the period:
Operating loss
Depreciation, amortisation and impairment
Changes in working capital
Other non-cash movements
Strategic Report
01 /
/ 42
Lonmin Plc
Annual Report and Accounts 2015
Performance
the liquidity for the Group will not, for any week
from 1 January 2016, be less than $20,000,000;
Financial Year
Capex Limit
1 October 2015
30 September 2016 (inclusive)
ZAR1,338 million
1 October 2016
30 September 2017 (inclusive)
ZAR1,242 million
1 October 2017
30 September 2018 (inclusive)
ZAR2,511 million
1 October 2018
30 September 2019 (inclusive)
ZAR3,194 million
1 October 2019
31 May 2020 (inclusive)
ZAR4,049 million
Lonmin Plc
Annual Report and Accounts 2015
/ 43
Performance
1 October 2015
30 September 2016 (inclusive)
ZAR370 million
1 October 2016
30 September 2017 (inclusive)
ZAR182 million
Shareholder Information
05 /
HDSA Receivables
HDSA receivables are secured on the HDSAs
shareholding in Incwala Resources (Pty) Limited.
Refer to notes 14 and 20a in the financial statements
for details on the valuation of this security and the
resulting impairment charge.
Contingent Liabilities
A Deeper Look
04 /
Financial Statements
03 /
Trade Receivables
The Group is exposed to significant trade receivable
credit risk through the sale of PGMs to a limited group
of customers.
Governance
Banking Counterparties
Banking counterparty credit risk is managed by
spreading financial transactions across an approved
list of counterparties of high credit quality. Banking
counterparties are approved by the Board and consist
of the banks that participate in Lonmins bank debt
facilities. These counter-parties comprise: BNP
Paribas S.A., Citibank, N.A., HSBC Bank Plc,
J.P. Morgan Chase Bank Limited, Lloyds Bank Plc,
The Royal Bank of Scotland Plc. and Standard
Chartered Bank.
02 /
Credit Risk
Strategic Report
01 /
Lonmin Plc
Annual Report and Accounts 2015
Performance
Operations
Mining
Tonnes Mined
14
12
10
8
6
4
2
0
Generation 2
Opencast
Generation 1
Financial year
2013
2014
Total
2015
/ 44
6,000
5,000
4,000
3,000
2,000
1,000
0
Section 54
Management
safety stoppages induced safety
stoppages
Industrial action
(5 month strike
in 2014)
Financial year
2013
2014
2015
Total
tonnes
lost
Lonmin Plc
Annual Report and Accounts 2015
/ 45
Performance
500
6.0
400
5.0
300
4.0
200
3.0
100
2.0
Industrial action
(5 month strike
in 2014)
Total
Platinum
ounces lost
1.0
0.0
Generation 2
Financial year
2013
2014
2013
2015
34
Variance
983
500
639
678
197
1,054
576
733
693
244
7.2%
15.2%
14.7%
2.2%
23.9%
Generation 2
Generation 1
K4
2,996
548
143
3,300
606
188
10.1%
10.7%
32.0%
Total
3,687
4,094
11.0%
K3
Rowland
Saffy
4B/1B
Hossy
Financial Statements
03 /
04 /
A Deeper Look
2015
Governance
>
2015
2014
Total
02 /
Immediately Available
Ore Reserves, Tonnes
of production lost due
to Industrial Action
and Productivity are
three of the Groups
11 KPIs
2014
Generation 1
Financial year
Strategic Report
Section 54
Management
safety stoppages induced safety
stoppages
01 /
05 /
Shareholder Information
www.lonmin.com
Lonmin Plc
Annual Report and Accounts 2015
/ 46
Performance
Generation 2 shafts
Our Generation 2 shafts represent around 80% of total production.
Details of tonnes
mined per shaft for
the last five years
can be found in the
Operating Statistics
Five Year Review
on page
>
187
2013
Tonnes (000)
2014
Tonnes (000)
2015
Tonnes (000)
K3
Rowland
Saffy
4B/1B
Hossy
3,101
1,781
1,150
1,845
1,051
1,484
1,005
782
891
609
2,713
1,872
1,758
1,628
953
(12.5)
5.1
52.9
(11.8)
(9.4)
82.9
86.2
124.8
82.7
56.3
Total Generation 2
8,928
4,771
8,923
87.0
K3 shaft
K3, our largest shaft produced 2.7 million tonnes.
This was 0.4 million tonnes lower than 2013 of
which 0.2 million tonnes was due to an increase in
tonnes lost due to Section 54 safety stoppages.
Poor employee attendance was also a major
contributor to production losses.
2015 v 2013
%
2015 vs 2014
%
Rowland shaft
Rowland increased production on 2013 by 5.1%
reflecting the positive impact of management actions
and the Theory of Constraints projects successfully
completed at this shaft which were aimed at
de-bottlenecking operations.
Saffy shaft
Saffy shaft recorded an increase of 52.9% on 2013
demonstrating the continued good progress that we
have made with our promised ramp up. Saffy is
reaching steady state production and mined a record
187,621 tonnes in July. The ore reserve position was
improved further during the year and the full
complement of stoping crews has been deployed at
the operation. The focus has now shifted to improving
the performance of the stoping crews and the
introduction of the Theory of Constraints management
philosophy to de-bottleneck targeted areas and
sustain output at more than 90% of shaft capacity.
Details of the
planned closure
of 1B and Hossy
can be found in the
Strategy section.
4B is approximately
four times the size
of 1B
>
15
K4 offers the
best brownfield
replacement
and growth
opportunity
for Lonmin.
See Strategy
Section page
>
14
4B/1B shaft
4B/1B produced 1.6 million tonnes which was
0.2 million tonnes lower than 2013 of which 0.1 million
tonnes was due to an increase in tonnes lost due to
safety stoppages. In addition, the aging mechanized
equipment at 1B shaft has become less reliable and
availabilities have dropped off significantly, adversely
impacting stoping output at the shaft. The sharp
drop off in metal prices during the year coupled with
underperformance triggered a review of the future
viability of 1B shaft. The review concluded that the
shaft was not financially viable at current prices and
performance levels and a decision was taken to place
the 1B portion of the mine on care and maintenance
as of the end of the 2015 financial year.
Hossy shaft
Hossy saw a decrease in production of 0.1 million
tonnes compared to 2013 driven by safety shut downs
following the fatalities in May and July. A review of the
performance of Hossy shaft was conducted in July and
it was concluded that the high shaft costs driven by
poor mechanized equipment efficiencies could not be
sustained in the current low metal price environment.
Lonmin Plc
Annual Report and Accounts 2015
/ 47
Performance
1,069
902
869
804
869
782
800
700
600
500
376
400
www.lonmin.com
E3
E1
E2
an
W
1
w
m
Ne
Ro B
w
lan
d
Ho
ss
y
Sa
ffy
/1
4B
K3
300
Shareholder Information
930
884
Europe
05 /
900
1,069
971
1000
A Deeper Look
15
Generation 1
North America
04 /
>
Generation 2
1100
Exploration International
Financial Statements
03 /
Akanani
Governance
02 /
Limpopo
Strategic Report
Other Assets
01 /
Lonmin Plc
Annual Report and Accounts 2015
/ 48
Performance
Processing
700
4.54
709
600
500
436
400
300
4.51
11
12 13 14
Financial year
12 13 14
Financial year
15
Smelting
87.0
11
15
Concentrating
35
4.48
200
>
4.60
100
Instantaneous
recovery rates
are a Key
Performance
Indicator for
our Business as
shown on page
4.56
760
800
87.0
86.9
86.5
86.1
86.0
85.5
85.4
1,600
1,447
38
1,447
1,350 1,336
1,400
85.0
84.5
11
12 13 14
Financial year
15
>
Commentary
on unit costs can
be found in the
Financial Review
1,200
1,000
882
800
600
400
>
192
200
0
11
12 13 14
Financial year
15
Lonmin Plc
Annual Report and Accounts 2015
/ 49
Performance
Capital Expenditure
15
$ millions
410
408
400
12
300
200
159
136
93
100
3
0
11
12
13
14
15
Financial year
Capex
Tonnes mined
>
16
Governance
Further details
on our capital
expenditure
strategy can be
found on page
02 /
Strategic Report
500
01 /
Capital Expenditure
03 /
2017
Est
$m
2018
Est
$m
K3
Saffy
Rowland
Rowland MK2
K4
Hossy
Other mining
19
10
9
8
7
10
19
8
18
19
7
12
16
1
3
15
25
6
2
5
27
25
3
24
11
29
40
64
84
60
64
107
Concentrators
Smelting & Refining
12
9
17
27
44
21
18
19
15
52
21
43
64
37
67
5
2
7
2
5
3
6
2
5
9
93
136
132
110
188
A Deeper Look
2016
Est
$m
04 /
2015
Actual
$m
Financial Statements
2014
Actual
$m
05 /
Shareholder Information
www.lonmin.com
/ 50
Lonmin Plc
Annual Report and Accounts 2015
Performance
Left
Right
Lonmin Plc
Annual Report and Accounts 2015
/ 51
Performance
Financial literacy
Shareholder Information
www.lonmin.com
05 /
A Deeper Look
04 /
Financial Statements
89
03 /
>
Governance
SET
Committee
Report
02 /
Strategic Report
01 /
People
Lonmin Plc
Annual Report and Accounts 2015
/ 52
Performance
Re-Organisation
HDSAs in
management is a
KPI of the Group
>
35
Workforce Profile
As at the end September, our total workforce was
35,669, compared to 38,292 in September 2014,
of which 26,968 were permanent employees and
8,701 were contractors. 84% of the Groups
permanent workforce is South African, with 16%
still being migrant. 8.8% of our permanent employees
are women. Our management headcount as at
30 September 2015 was 475 compared to 516
at 30 September 2014.
HDSAs in Management
We have two methods of measuring our transformation
performance. The regulatory employment equity score
is informed by legal parameters which include white
women. Scoring 50% (2014 48%) we once again
surpassed the required target of 40% at management
level. The second is an inward-facing employment
equity score at management level which excludes
white women from the calculation and focuses
specifically on HDSAs. We scored 39% in this area
(2014 38%). This measure is designed to ensure
we remain focused on the intent and spirit of the
transformation charter. However, there is still a need
for change and our various employee development
programmes, particularly the leadership staircase,
continue to improve this percentage.
Our focus is to create a pipeline of strong internal
candidates, particularly HDSAs and women, to take
Lonmin into the future. This is inter alia done through
our bursary and graduate development programmes
and prioritised recruitment.
HDSAs in Management (Mining Charter)
52
50.3
50
49.4
48.4
48
47.2
46.5
46
44
42
11
12 13 14
Financial year
15
Women in Mining
Lonmin is committed to cultivating a working
environment that welcomes the contribution of
women in a traditionally male-dominated industry.
In 2015, women comprised 8.8% of permanent
employees (2014 8.2%) and 6% (2014 5.3%)
of core mining positions were occupied by women.
We actively seek to attract and retain more women
into the workforce but this remains challenging.
During 2015 the Women in Mining structures have
focused on Health and Safety with a leadership role
being taken by our majority union AMCU.
Lonmin Plc
Annual Report and Accounts 2015
/ 53
Performance
Gender Profile
As at 30 September 2015
Male
Female
Total
1
1
8
6
5
18
2,379 26,968
Shareholder Information
www.lonmin.com
05 /
A Deeper Look
04 /
Financial Statements
Employee Relations
03 /
35
Governance
>
02 /
Employee
Relations is a
KPI of the Group
Strategic Report
01 /
Footnote:
1. A senior manager is defined as an employee of the company
who has responsibility for the planning, directing or controlling
the activities of the company, or a strategically significant part
of the company; or a director of a subsidiary undertaking. This
is in accordance with the definition of Section 414C of the UK
Companies Act 2006.
Lonmin Plc
Annual Report and Accounts 2015
/ 54
Performance
>
28
Living Conditions
Human Settlements
Primary Healthcare
HIV/AIDS related diseases such as tuberculosis (TB)
is the primary cause of mortality among in-service
employees. Lonmin supplies anti-retroviral treatment
(ART) to employees for life (whether they remain
employed or not). While the number of patients that
participate in the ART programme increased by 14%
to 4,167 in 2015, we shifted the threshold at which
employees are eligible for ART in January 2015 to
initiate treatment earlier. This approach has been
proven to maintain a productive life for longer, reduce
disease complications and produce fewer side-effects.
We have seen a significant increase in the success
rate as a result of this shift.
Lonmin Plc
Annual Report and Accounts 2015
/ 55
Performance
Financial Statements
04 /
A Deeper Look
03 /
Governance
02 /
Affordable housing
Strategic Report
01 /
Shareholder Information
www.lonmin.com
05 /
/ 56
Lonmin Plc
Annual Report and Accounts 2015
Performance
Community trusts
Preferential Procurement
Lonmin recognises the importance of actively involving
citizens who were previously excluded from the
mainstream of the economy and currently procures
20% of goods and services from black owned
suppliers. The preferential procurement strategy
provides opportunities to empowered companies in
terms of Broad-based Black Economic Empowerment,
female representation and, where possible, focus on
candidates within the GLC. The Mining Charter set
targets of procuring 70% of services, 50% of
consumable goods and 40% of capital goods from
HDSA-owned suppliers.
This is a focus area of the preferential procurement
strategy and we were able to achieve this target in
2015. The procurement department works closely with
the enterprise development department to develop local
suppliers that show potential. The biggest challenge
we face is increasing the number of black women
owned suppliers in our vendor base, an area that
we are making an effort to address through various
ED initiatives and projects such as the manufacturing
of personal protective equipment project.
Lonmin Plc
Annual Report and Accounts 2015
/ 57
Performance
Enterprise development
Explosives
6,315 tonnes CO2e
Stationary combustion
49,669 tonnes CO2e
Mobile combustion
27,934 tonnes CO2e
Shareholder Information
www.lonmin.com
05 /
A Deeper Look
Our Environment
04 /
Financial Statements
Carbon Emissions
03 /
Infrastructure Development
Governance
02 /
Community Healthcare
Strategic Report
01 /
Lonmin Plc
Annual Report and Accounts 2015
Performance
Scope 1
tonnes CO2e
Scope 2
tonnes CO2e
Scope 3
tonnes CO2e
Total Emissions
in 2015
tonnes CO2e
Marikana
PMR
Limpopo
Group
81,197
2,249
856
1,595,997
17,130
56,362
2,106
65
0
1,708
1,679,300
19,444
57,218
1,708
Total
84,302
1,669,489
3,879
1,757,670
Source*
* Excludes London office, Johannesburg office and exploration sites as these are considered insignificant in comparison to the
operations at Marikana and Limpopo.
Waste Management
Lonmin is committed to minimising the waste it
generates through preventing and reducing waste
production, and through recycling and reuse wherever
possible, with an end goal of zero waste to landfill
over the medium to long term. In 2015 48% of
general waste was recycled or reused (2014 48%)
and 8,585 tonnes of general waste went to landfill
(2014 5,460).
1,800
Tonnes CO2e (000)
1,600
1,400
1,200
1,000
800
600
400
200
0
11
12
Scope 1 emissions
13
Financial year
Scope 2 emissions
14
Scope 3 emissions
15
Total emissions
8,000
6,000
4
4,000
2
2,000
0
11
12
13
14
15
/ 58
Financial year
Fresh water consumption (000m3)
Water efficiency (m3/PGMoz)
2014
tonnes
2015
tonnes
Sent to landfill
Recycled
Reused
Incinerated
40,097 86,881
2,553 1,452
1,361 1,952
10
12
Total
44,021 90,297
Water Management
Lonmin recognises and acknowledges that water
scarcity in South Africa presents one of the greatest
challenges to the country and its development.
Through the Lonmin Integrated Water and Waste
Management Plan and the Water Conservation and
Water Demand Management Strategy, Lonmin
focuses on securing, optimising and avoiding
contamination of ground and surface water resources.
The Integrated Water Balance is specialised software
that simulates scenarios and risk assessments so that
Lonmin can make informed decisions about its water
use and manage the effectiveness of the strategy. It is
an important tool to standardise best water practices
throughout the business.
Our total freshwater intake for 2015 was 8.3 million
cubic metres, representing a 34% increase on the strike
impacted prior year (2014 6.2 million cubic metres).
Water efficiency was 5.8 cubic metres per PGM ounce
(2014 7.0 cubic metres per PGM ounce). 13.7 million
cubic metres (2014 20 million cubic metres) of
water was recycled and reused through the closed
reticulation system in 2015.
Air quality
Emissions from our operations can affect the ambient
air quality, and we acknowledge our responsibility to
continuously manage and reduce the impact. The
National Environmental Management Air Quality Act
regulates air quality in South Africa and focuses on
both the source and the impact of emissions on the
ambient environment. The smelter, base metals
refinery, precious metals refinery and laboratory hold
Atmospheric Emissions Licences. The Groups
principal atmospheric emissions are sulphur dioxide,
generated through the smelting and converting
activities at the smelter. Emissions in 2015 averaged
11.2 tonnes per day compared with 7.16 tonnes per
day in 2014 when production was impacted by the
five month strike.
Lonmin Plc
Annual Report and Accounts 2015
Governance
60
62
64
76
85
87
89
91
96
Board of Directors
Executive Committee
Corporate Governance Report
Audit & Risk Committee Report
Nomination Committee Report
Safety, Health & Environment (SHE) Committee Report
Social, Ethics & Transformation (SET) Committee Report
Directors Report
Directors Remuneration Report
/ 59
Governance
02 /
Governance
www.lonmin.com
/ 60
Lonmin Plc
Annual Report and Accounts 2015
Governance
Board of Directors
LEADERSHIP
Experience:
Brian was formerly Group Director,
Mining and Technology at Anglo
American where he worked
for 36 years. He was also a
non-executive director of
JSE-listed Anglo American
Platinum Limited from May 2010
to 30 September 2013. His
previous executive roles included
four years as Operations Director
of Anglo Platinum and working as
COO and subsequently CEO of
Anglo Americans global Base
Metals business. A graduate in
mechanical engineering from
Wits University and of the PMD
programme at Harvard Business
School, he has career long
experience of the mining industry,
largely gained in operational roles
in South Africa and latterly in other
parts of the world, particularly
South America.
Experience:
He is a graduate Mining
Engineer from the University of
Zimbabwe and has attended
various management programmes
including the Accelerated
Development Programme at the
London Business School, UK and
the AMP at GIBS, SA. Ben has
extensive mining experience in
both underground and surface
mining as well as soft and hard
rock mining. He also has
experience in the energy and
logistics industries. Ben was the
Chief Executive Officer of Anglo
Coal South Africa and the
Executive Head responsible for
Engineering and Capital Projects
at Anglo Platinum. Ben was
previously a director of Anglo
American South Africa (2006-2013),
was Chairman of Richards Bay
Coal Terminal and the Eskom
2008 Coal Working Group. He
is the Chairman of the Board
of Trustees at St Peters Prep
School Foundation.
Experience:
He is a graduate with accounting
and commerce degrees from the
University of the Witwatersrand,
and has also attended the
management development
programme at the University of
Cape Town. A South African
registered chartered accountant,
he has held a number of financial
management roles in South Africa
with local and global employers
including over eight years with
Anglo American. Most recently
he was CFO of the JSE-listed
Aveng Limited, a globally active
engineering and construction
group with significant involvement
in the mining sector.
Experience:
He has thirty years of mining
experience and holds a BSc in
Engineering (Mining) from the
University of the Witwatersrand
and several management
qualifications obtained at various
international institutions. Ben
previously spent 10 years at
Lonmin where he headed up
mining operations at Karee,
10 years at Impala and 10 years
at Glencore Xstrata where he
quickly rose to managing Director
of their platinum division with
responsibility for the value chain
across all mining and processing
operations. He then re-joined
Lonmin in August 2014 to head
the newly established Business
Support Office and was promoted
to Chief Operating Officer in
February 2015.
Nationality:
British and South African
Nationality:
Zimbabwean
Nationality:
British and South African
Nationality:
South African
Lonmin Plc
Annual Report and Accounts 2015
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Governance
01 /
Strategic Report
02 /
Governance
03 /
Experience:
Varda has completed the Business
Management Programme at
Technion, the Israel Institute of
Technology and the Advanced
Management Programme at
Oxford University. Over a period
of 30 years she held several
executive level and managerial
positions within De Beers Trading
Company and Diamdel Israel
(De Beers principal trading
subsidiary) before subsequently
serving eight years as the CEO of
De Beers Trading Company. Varda
has also held two non-executive
positions chairing joint ventures
between De Beers and the
Botswanan and Namibian
governments respectively.
Experience:
An actuary by profession, Jim has
extensive UK and South African
business experience, including
senior executive roles with
Prudential UK and Old Mutual,
being Group CEO of the latter
from 2001-2008. He is a director
of Liberty Group and Liberty
Holdings, and chairman of Sun
Life Financial (amongst others).
Experience:
Len holds degrees in accounting
and commerce from South
African and U.S. universities.
After qualifying as a chartered
accountant, he pursued an
academic career at the University
of Durban-Westville, before
moving into commercial roles.
He now has a broad ranging
business career, chairing the
boards of leading South African
companies including Exxaro
Resources and Steinhoff
International and serving on the
boards of others including Sappi
and Alexander Forbes. A member
of the King Committee on
Corporate Governance, he is
also a member of the Corporate
Governance Forum and the
Institute of Directors.
Experience:
After graduating in jurisprudence
and qualifying as a barrister,
Jonathan spent 26 years with
Rio Tinto, including nine years
service on its board. His roles at
Rio Tinto included Mining Director
and Chief Executive of the Copper
and later the Diamonds & Gold
Product Groups. He was
subsequently CEO of Sappi,
the executive chairman of
Nikanor and CEO of Extract
Resources Limited.
Committees:
Chairs the Audit & Risk Committee
and Social, Ethics & Transformation
Committee and is a member of
the Nomination Committee
Nationality:
South African
www.lonmin.com
Nationality:
British
Shareholder Information
Nationality:
British
Nationality:
British
Committees:
Chairs the Safety & Sustainability
Committee, and is a member
of the Nomination and
Remuneration Committees
05 /
Committees:
A member of the Audit & Risk,
Nomination and Remuneration
Committees
Committees:
Chairman of the Remuneration
and Nomination Committees
and a member of the Audit &
Risk, and Social, Ethics &
Transformation Committees
A Deeper Look
04 /
Financial Statements
/ 62
Lonmin Plc
Annual Report and Accounts 2015
Governance
Executive Committee
A team dedicated to
the future of Lonmin
Lonmin Plc
Annual Report and Accounts 2015
/ 63
Governance
01 /
Strategic Report
02 /
Governance
03 /
Experience:
Abey joined Lonmin as Senior
Manager Human Resources.
He held several roles including
Executive Manager External Affairs
and Executive Manager Human
Resources. He was appointed
Executive Vice President Human
Resources in September 2013.
Prior to joining Lonmin, he worked
in executive human resources
roles at GrafTech South Africa,
City of Johannesburg, Samancor
Manganese and Denel. Abey has
extensive experience in human
resource management, labour
relations, community investment
and stakeholder relations. He holds
a Bachelor of Social Sciences from
the University of the North West
and a Masters Diploma in Human
Resource Management.
Experience:
Mike joined Lonmin as the
Senior Manager Mining for our
Limpopo operations. He has held
a number of different roles in the
organisation since then, including
Vice President Mining for our Karee
Operations and Vice President
Group Technical Services,
responsible for technical services
in the mining and processing
divisions. Mike was appointed
Executive Vice President, Business
Support Office in July 2015. He
performs a central role in assisting
senior and line management
teams to implement strategic
initiatives. Mike holds a BSc in
Engineering from the University
of Witwatersrand and an MBA
from Wits Business School.
www.lonmin.com
Nationality:
South African
Experience:
Thandeka was nominated by
Shanduka. She works with
Shandukas investee companies
advising on transformation and
broad-based empowerment.
She holds a social sciences
degree from the City University
of New York and an MBA from
Henley Business School. She
began her career working with
various government institutions,
developing strategy and policy
for small and medium enterprises,
and then joined the retail banking
side of Standard Bank.
Nationality:
South African
Shareholder Information
Nationality:
South African
Joined Lonmin:
November 2011
05 /
Joined Lonmin:
September 2008
A Deeper Look
Joined Lonmin:
April 2008
04 /
Financial Statements
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Lonmin Plc
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Governance
Brian Beamish
Chairman
As a company with a premium listing in London, Lonmin is subject to the UK Corporate Governance Code (the Code).
The Code encourages chairmen to report personally on how its principles relating to the role and effectiveness of the
board have been applied. It is with pleasure that I provide this brief overview of the governance of the Board activities
and the progress made in 2015.
My role as Chairman is to lead the Board and ensure it is effective in discharging its function of providing leadership
to the business and exercising the necessary control to support the success of the business. Governance is one of the
means by which the Company preserves value for shareholders and others. The challenge that we face is to ensure
effective governance, but with the minimum amount of bureaucracy. We believe that we have found a good balance
through creating a clear and compelling business model and creating a shared vision for the Company with a focus
on processes and compliance.
We choose to maintain the highest standards of corporate governance as we believe these should help to facilitate
the success of the Company and sustain this over time. Crucially management, led by the CEO, is responsible for
running the business while the Board, acting under my leadership, reviews and approves strategy and provides the
constructive challenge to management necessary to create accountability and drive performance, with the long-term
success of the enterprise as the central aim. Our effectiveness in doing this should make a material difference in
terms of creating and preserving value for shareholders and other stakeholders. Board composition is therefore of
enormous importance and there are three critical dimensions: creating the right balance of skills and experience;
maintaining a strong level of independence and objectivity; and ensuring that all Directors have sufficient knowledge
of the Company and the context in which we operate. As we act in shareholders interests, it is right that
shareholders have the opportunity to vote on the re-election of every Director on an annual basis.
During the year we had several significant changes to the Board composition. A detailed analysis was undertaken to
review the skills, experience and knowledge of the Board as these changes occurred. I am happy that the Board has
the necessary depth across these three metrics and is well constituted to deal with the issues facing your Company.
This process emphasized the relevance of effective Board succession planning and this aspect will receive an
enhanced level of attention during the coming months.
This year we have undertaken reviews of the performance and effectiveness of the Board, its Committees and
individual Directors, all managed in-house. The decision to defer undertaking an externally facilitated review was
taken against the background of a very challenging year compounded by a high level of changes to the Boards
membership. The Board felt that it would benefit most from this process if it first had some time to adjust to the
various Board changes and to enjoy a period of stability in this regard. We therefore intend to undertake an externally
facilitated review of Board and Committee performance and effectiveness in 2016, which will be in line with the Code
recommendation to do this at least every third year. The outcome of the self-assessment undertaken for 2015 was
that the Board had been broadly effective, but that more attention might be given to longer term strategic issues.
This feedback has been taken into account in setting the 2016 board objectives.
Risk identification, management and mitigation received an enhanced level of Board and management attention.
The effective management of business risks assumes a higher level of importance when the business is under stress
such as the stress caused by unprecedentedly low commodity prices, in the case of your Company. The Board
actively reviewed the processes, ranking and reporting associated with business risk management and has integrated
the topic of risk more effectively into both the Board and management agendas. We are confident that this enhanced
focus will result in tangible improvements to business performance.
The remainder of this report explains the governance structures and processes the Board has implemented and
what we did during the year. Given the importance of the work of the Board Committees, each of those now
provides separate reports, which follow this statement. I hope the statement and reports provide a useful and
interesting insight into how the Board has performed as stewards of your Company during the year.
Brian Beamish
Chairman
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Annual Report and Accounts 2015
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Governance
the period from 1 October 2014 to 29 January 2015 during which the Company did not comply with the requirement that
performance-related incentive schemes include arrangements to recover or withhold variable pay when appropriate to do so
(ie clawback or malus) as these amendments required shareholder approval at the Annual General Meeting (AGM). This was
remedied with the approval of the new long-term incentive plan and the amended annual share award plan at the Companys
AGM in January 2015.
03 /
Financial Statements
HOW THE
BOARD OF
DIRECTORS
OPERATES
For FY2015 the Boards objectives covered topics such as performance, short term strategic requirements, stakeholder
engagement, community and transformation and engagement with management.
www.lonmin.com
Shareholder Information
In the early part of each financial year the Board sets a number of short-term objectives it intends to pursue in the year,
aligned with the Companys long-term strategic goals. These objectives are used to drive the agenda-setting process for each
scheduled meeting of the Board, so that we ensure that time is focussed on these key areas. The objectives also form a
useful framework within which the effectiveness of the Board can be assessed.
05 /
The schedule of matters reserved to the Board, which is currently under review by the Board as part of its annual workplan
and available on the Companys website, sets out the Boards ultimate responsibility for the Groups strategy, operations and
risks, and reserves to the Board power to approve a range of decisions of a significant nature. Importantly, the Board determines
the Companys risk appetite (which we define as the risks we actively seek or accept in pursuit of our long-term objectives),
decides the Companys business strategy and then determines the risk tolerance (which we define as the limit of risk we are
prepared to face in pursuit of those long-term objectives). Naturally, these must be supported by sound risk management and
internal control systems, the design and maintenance of which is also the responsibility of the Board.
A Deeper Look
04 /
Governance
The Company is led and controlled by a Board of Directors, which is collectively responsible for the long-term success of the
Company. It does so by creating and preserving value, and has as its foremost principle acting in the interests of shareholders.
02 /
Strategic Report
the period from 1 October 2014 to 8 May 2015, during which less than half the Board (excluding the Chairman) were independent
Non-executive Directors. This was remedied with the resignations of Gary Nagle and Paul Smith on 8 May 2015, both of
whom were not regarded as independent having been nominated by Glencore, a significant shareholder of the Company until
9 June 2015. The Board is satisfied that this numerical difference has not posed any risk to shareholders. There is sufficient
presence of high calibre independent voices among the Board members, and our existing processes in identifying and
managing conflicts of interest are felt to be fully effective.
01 /
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Lonmin Plc
Annual Report and Accounts 2015
Governance
The Chairman is in regular contact with the CEO to discuss current material matters, and the Chairman also visits the
operations outside the Board meeting schedule to meet a range of senior executives, managers and external stakeholders.
Senior Independent Director Jim Sutcliffe
Non-executive Directors
Provide input to, review proposals for and then approve strategy
Detailed knowledge of the mining industry, the PGM business, Lonmins operations and of doing business in South Africa
is crucial to the Boards ability to lead the Company. On appointment each Director is provided with a tailored induction
programme, and they are expected to develop and refresh their knowledge and skills on an on-going basis. The Company
supports this by organising site visits and working sessions with a wide range of operational managers and external experts
throughout the year and the Chairman agrees with each Director their training and development needs as and when required.
The Non-executive Directors have regular opportunities to meet members of the Executive Committee (see section 3 below)
and the broader management team, both at the working sessions and at social occasions.
At the end of every Board meeting the Chairman holds a discussion with the Non-executive Directors without the Executive
Directors being present followed by a meeting of the independent Non-executive Directors. The Directors also meet, without
the Chairman being present, under the leadership of the Senior Independent Director at least once in each year.
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Annual Report and Accounts 2015
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Governance
Strategic Report
Shanduka, the ultimate parent of our BEE partner Incwala Resources, has a contractual right to nominate one Director for
membership of the Companys Board, subject to the recommendation of that individual by the Nomination Committee.
01 /
In order for any board to discharge its duties and responsibilities effectively, it must comprise the right blend of individuals,
whose skills and experience were gained in a diverse range of backgrounds. Above all, the Directors must exhibit
independence of mind, integrity and the courage to challenge constructively when appropriate. Appointments are therefore
made on personal merit and against objective criteria. In the case of candidates for non-executive directorships, care is taken
to ascertain that they have sufficient time to fulfil their Board and, where relevant, Committee responsibilities. As part of this
process, candidates disclose all other time commitments and, on appointment, undertake to inform the Board of any
changes. The Non-executive Directors letters of appointment are available for public inspection and the generic template is
provided on the Companys website.
No other party has any legal right to nominate Directors to the Board.
The Board keeps its membership, and that of its Committees, under review to ensure that an acceptable balance is
maintained, and that the collective skills and experience of its members continue to be refreshed. It is satisfied that all
Directors have sufficient time to devote to their roles and that undue reliance is not placed on any individual.
A Deeper Look
The Board actively monitors succession planning for both the Board and senior executives and factors independence
pursuant to the Code considerations when undertaking such deliberations.
04 /
The Board determines whether Non-executive Directors are independent. The Board considers the four Non-executive
Directors serving at the date of this report to be independent; with the Chairman being considered to be non-independent
wholly due to his position as Chairman, and is confident that they are of sufficient calibre and number that their views can
carry sufficient weight in the Boards deliberations.
Financial Statements
03 /
Governance
As the current composition of the Board and Exco demonstrates, Lonmin strongly supports the benefits of diversity, both in
the boardroom and in the business. Our principal challenge is in meeting the transformation and employment equity targets
we face in South Africa. In order to prioritise these, we have decided not to impose further, gender-based targets upon
ourselves, as these could create an unhelpful constraint on future Board appointments.
02 /
Once appointed, we require all Directors to submit themselves for re-election by shareholders on an annual basis.
05 /
Shareholder Information
www.lonmin.com
Lonmin Plc
Annual Report and Accounts 2015
Governance
Professional background
Financial services 2
Mining / Engineering 1
Accounting 1
Management 1
Actuarial 1
United Kingdom 4
Natural resources 3
*Board balance
Legal 1
*Tenure of appointment
Independent 4
9
7
5
4
3
2
1
0
Va
rd
a
S
Le hin
Jo
e
n
na Ko
th
an nar
Jim Le
s
Su lie
tc
liff
e
/ 68
A number of the Non-executive Directors have lived and worked in countries other than those in which they currently reside,
and the vast majority have strong links with South Africa as evidenced in the biographical details on pages 60 and 61.
1.6 How we assess and refresh the Board and its Committees
There are three ways in which we make sure that the Directors continue to provide suitable leadership and direction to the
Company: performance evaluation, succession planning and annual re-election by shareholders.
Performance evaluation
The Board believes that annual evaluations are helpful and provide a valuable opportunity for continuous improvement.
In 2013, an externally-facilitated review of the Board, its Committees and individual Directors (including the Chairman) was
undertaken and, as discussed in The Chairmans Letter, it is intended that an externally-facilitated review will be undertaken
by an independent party in 2016.
The 2015 Board effectiveness review took the form of a structured questionnaire which covered a range of key topics
including composition, skills, knowledge and experience of the Board, the respective roles and responsibilities of the
Non-executive and Executive Directors, quality of strategic and risk debate, the effectiveness of decision making
and interactions with management together with one to one discussions between the Chairman and each Director.
All Directors and members of the Executive Committee participated in the evaluation, and the findings were collectively
considered by the Board.
No significant areas of weaknesses were highlighted during the evaluation and the Board concluded that it had operated
effectively throughout FY2015.
The effectiveness of each Board Committee was assessed through a separate exercise, again using a structured
questionnaire. The findings of this process were discussed with each Committee and the Board, and some minor
improvement opportunities identified.
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Governance
Performance oversight
Oversee and support the delivery of the Business Plan and wider operational
objectives.
Further refine identified and additional measurable initiatives to move towards zero
harm, including occupational health and environmental performance.
Strategic
Further enhance visibility at board level of key risks and opportunities and the
mitigation plans to address key risks.
Stakeholder
Management
Oversee that personal development and succession plans are developed for all
senior employees.
Board
Governance
05 /
As in prior years, the Board visited the operations in South Africa twice during the year. Although we no longer hold Lonmin
board meetings in South Africa, this provides a useful opportunity to investigate operational and especially transformation
issues in depth and to meet members of the Exco and other managers. In addition to their meeting commitments, the
Non-executive Directors also make themselves available to management whenever required and there is regular contact
outside the Board meeting schedule.
A Deeper Look
04 /
We believe that sufficient biographical and other information on those Directors seeking re-election is provided in this Annual
Report and Accounts and the AGM Circular to enable shareholders to make an informed decision.
Financial Statements
Re-election of Directors
All Directors will retire from the Board at the Companys AGM in January 2016 and each wishes to seek re-election.
The Nomination Committee has conducted a formal performance evaluation of each Non-executive Director seeking
re-election and concluded that their performance continues to be effective and that they demonstrate commitment to their roles.
The Committee is also satisfied that the backgrounds, skills, experience and knowledge of the Company of the continuing
Directors collectively enables the Board and its Committees to discharge their respective duties and responsibilities effectively.
03 /
Succession planning
The Board is ultimately responsible for succession planning for directorships and key management roles. This requires a
programme of performance and talent assessment, to ensure that able successors for key roles are identified and then
provided with suitable opportunities through agreed career and personal development plans. It is crucial that we remunerate our
most talented people fairly and properly, so that they are more likely to stay in our employment. During the year, the Remuneration
Committee reviewed the status of our succession planning and also how the processes for recruitment and selection support
this programme and our employment equity objectives. That Committees views were provided to the Board.
Strategic Report
Action
02 /
01 /
Area
Shareholder Information
www.lonmin.com
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Lonmin Plc
Annual Report and Accounts 2015
Governance
Director
Scheduled
meetings
Extra
meetings
6 of 6
6 of 6
6 of 6
6 of 6
4 of 4
4 of 4
6 of 6
2 of 2
4 of 4
6 of 6
4 of 4
2 of 2
3 of 3
3 of 3
2 of 3
3 of 3
0 of 1
3 of 3
1 of 1
2 of 3
2 of 2
2 of 2
Brian Beamish
Len Konar
Jonathan Leslie
Ben Magara
Phuti Mahanyele (retired from the Board 30 June 2015)
Gary Nagle (retired from the Board 8 May 2015)
Simon Scott
Karen de Segundo (retired from the Board 29 January 2015)
Paul Smith (retired from the Board 8 May 2015)
Jim Sutcliffe
Varda Shine (appointed 16 February 2015)
Ben Moolman (appointed 25 June 2015)
When a Director is unable to participate in a meeting either in person or remotely, the Chairman will solicit their views on key
items of business ahead of time, in order that these can be presented at the meeting and influence the debate.
1.8 Board Committees, and how they support the Board
To fulfil its role in the time available, the Board must delegate some of its duties and powers to Committees. As well as the
Committees recommended in the Code, the Board has established two other Committees to oversee business-specific
issues, the Safety, Health & Environment Committee and the Social, Ethics & Transformation Committee. Each Committee
and its members are provided with accurate, timely and clear information and sufficient resources to enable them to
undertake their duties. Membership of the Committees during the year to 30 September 2015 is shown below, together with
individual attendance at the Committee meetings held during each Directors period of service in FY2015.
Nomination
Remuneration
Non-Executive Directors
Brian Beamish
Member 4 of 4
Member 4 of 4
Len Konar
Member 4 of 4
Chairman 6 of 6
Jonathan Leslie
Member 4 of 4
Safety, Health
& Environmental
(SHE)
Member 1 of 11
Chairman 4 of 4
Member 4 of 4
Chairman 4 of 4
Phuti Mahanyele
Member 2 of 25
Gary Nagle
Member 2 of 24
Varda Shine
Member 5 of 52
Member 1 of 12
Member 2 of 22
Karen de Segundo
Member 1 of 13
Member 2 of 23
Member 2 of 23
Jim Sutcliffe
Member 6 of 6
Chairman 4 of 44
Member 1 of 13
Chairman 4 of 4
Executive Directors
Ben Magara
Member 2 of 25
Member 3 of 4
Member 4 of 4
Member 4 of 4
Footnotes:
1. Mr Beamish was appointed a member of the SHE Committee on 9 September 2015.
2. Ms Shine was appointed a member of the Audit & Risk, Nomination and Remuneration Committees on 16 February 2015.
3. Ms de Segundo retired as a Non-executive Director on 29 January 2015.
4. Mr Nagle and Mr Smith retired as Non-executive Directors on 8 May 2015.
5. Ms Mahanyele retired on 30 June 2015.
Each Committee has written terms of reference, approved by the Board, summarising its objectives, remit and powers,
which are available on the Companys website and reviewed on an annual basis. All Committee members are provided with
appropriate induction on joining their respective Committees, as well as on-going access to training. Minutes of all meetings
of the Committees (save for the private sessions of Committee members at the end of meetings) are made available to all
Directors and feedback from each of the Committees is provided to the Board by the respective Committee Chairmen at the
next Board meeting. The Committee Chairmen attend the AGM to answer any questions on their Committees activities.
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Governance
CHAIRMAN
01 /
Brian Beamish
BOARD
Membership: Eight directors (Chairman, three
executive directors and four independent
Non-executive Directors).
REMUNERATION COMMITTEE
Sets strategy.
03 /
SET COMMITTEE
Financial Statements
NOMINATION COMMITTEE
Membership: Independent Non-executive
Directors and the Group Chairman.
Chaired by: Jim Sutcliffe.
04 /
EXCO
Develops strategy.
Drives efficiencies.
A report from each Board Committee explaining its composition, remit and principal activities during the year follow this report.
Shareholder Information
05 /
A Deeper Look
Ben Magara
www.lonmin.com
Governance
02 /
SHE COMMITTEE
Strategic Report
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Annual Report and Accounts 2015
Governance
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Annual Report and Accounts 2015
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Governance
At date of notification
Number of
shares and
voting rights
%age
Number of
shares and
voting rights
47,103,171
58,243,161
34,115,357
28,581,961
44,870,970
8.07
9.97
5.98
4.89
7.68
47,103,171
58,243,161
34,115,357
28,581,961
44,870,970
%age
Nature of
holding
8.03
Direct
9.92 Direct and Indirect
5.81
Indirect
4.87
Indirect
7.65
Direct
In addition, Jim Sutcliffe, Chairman of the Remuneration Committee, has given a standing invitation to key institutional
shareholders and their representative bodies to discuss the Companys remuneration policy and practice whenever necessary.
As the Senior Independent Director he is also available to shareholders if they have concerns which contact through the
normal channels has failed to resolve or for which such contact would be inappropriate.
A Deeper Look
The Chairman is available to meet with institutional investors to hear their views and discuss any issues or concerns, including
in relation to board composition, governance and strategy. Mr Beamish participated in several meetings with institutional
investors during the course of the year and has also met a range of retail shareholders.
04 /
The Board is provided with insight into the views of shareholders and their representative bodies on a more generalised basis,
and all Directors have the opportunity to meet major investors. Copies of key sell-side analysts notes on the Company are
circulated to all Directors, as are summaries of their views collected anonymously by the Companys advisors. An independent
review of the perceptions of the Companys major institutional shareholders is conducted every 18 months, and presented to
the Board.
Financial Statements
03 /
Save as disclosed in the Directors Report on page 92, all ordinary shares of the Company carry the same rights, and no
shareholder enjoys any preferential rights, regardless of the size of their holding.
Governance
02 /
Strategic Report
Like most listed companies, ownership of the Companys shares is concentrated in a number of institutional and other
corporate shareholders. The Company had been notified pursuant to DTR5 of the following interests in 3% or more of the
Companys total voting rights up to 9 November 2015:
01 /
05 /
Shareholder Information
www.lonmin.com
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Governance
Regulatory news announcements or press releases are issued in response to events or routine reporting obligations.
Production reports are published quarterly, generally within one month of the calendar quarter end.
We publish an unaudited interim statement in May of each year, outlining performance to 31 March. This is announced to
the markets and presented in London later in the day, with a webcast available to all. The presentation slides, a transcript
and the interim statement are all made available on the Companys website.
We publish our audited financial statements in November of each year, for the year ended 30 September, including a
detailed management commentary. We follow the same publication process as the interims, with the same materials
made available on our website.
In December we publish the formal Annual Report and Accounts, which comprises the audited financial statements and
the narrative reporting with many other items of statutory, regulatory or voluntary reporting across a range of issues.
In line with best practice, our default means of communication with shareholders is online. This saves the expense, paper and
other resources that would be entailed in printing and distributing large numbers of documents without knowing whether they
are wanted. Shareholders can opt to receive paper documents at any time, should they so wish. A wealth of information is
provided on the Companys website, www.lonmin.com.
The Code requires that the Board provides a fair, balanced and understandable assessment of the Companys position and
prospects in its external reporting. The Board considers that this Annual Report and Accounts, taken as a whole, meets that
test and provides the information necessary for shareholders to assess the Directors stewardship of the Company.
2.5 Formal reporting more widely
While UK law has a presumption of shareholder primacy, we also have a range of other key stakeholders whom we support
with a flow of information and with whom we engage whenever appropriate. This covers a very broad range of constituencies,
and includes lawmakers and regulators (including the UK and South African governments), our employees and their
representative trade unions, the communities who host our operations and a range of NGOs and external commentators
including newswires and other media.
While describing the vast number of interactions that take place is beyond the scope of this report, and numerous bespoke
reports are issued privately to a number of these counterparties, there is one key document aimed at these important
audiences. We publish annually a Sustainable Development Report which is made available through the Companys website,
www.lonmin.com. This can be downloaded in pdf form, using an editing tool to extract the required pages.
These audiences will also utilise the additional materials on our website.
2.6 The General Meeting (GM)
Following the year end, on 21 October 2015 the Company announced changes to its business plan and funding strategy
that the Directors believe will strengthen the Companys financial position and significantly reduce its net indebtedness.
These measures included the entry by the Company into amended facilities with the Groups existing lenders, which amongst
other things significantly reduce the Groups risk in relation to its financial covenants, and a proposal to undertake a fully
underwritten Rights Issue. It also announced the adoption of a new business plan to stabilise production at its mining
operations and target capital expenditure to grow production over the medium term.
On 2 November 2015 a Circular was posted to shareholders convening a GM, to be held on 19 November 2015, to facilitate
the planned Rights Issue by conferring on the Board amongst other things, the authority to:
Sub-divide the Companys existing Ordinary Shares of $1 nominal value each to Ordinary Shares of $0.000001 nominal
value each and 2015 Deferred Shares of $0.999999 nominal value each followed by a consolidation in the ratio of 100:1;
Place with the Bapo ba Mogale Ordinary Shares of $0.000001 each up to an aggregate nominal value of $9,150,129; and
The Company also confirmed in the Circular its intention to publish a Prospectus, detailing the terms of the Rights Issue,
on 9 November 2015.
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Governance
Strategic Report
2.8 Dividend
As noted in the Chairmans Letter at the beginning of the Annual Report and Accounts, the Board is not recommending a final
dividend for the year ended 30 September 2015. Under our dividend policy, the Board no longer declares interim dividends,
and so no dividends will have been recommended or declared for that year.
01 /
Among the resolutions proposed are those seeking renewal of shareholders authority for the Directors to allot equity
securities and an authority for the Company to make market purchases of its own shares. Further information on the
remuneration matters is provided in the Directors Remuneration Report on pages 96 to 124. Full details of all of the matters
to be considered at the meeting are set out in the AGM Circular.
Management Committees
3.
to approve capital expenditure proposals within the authority levels delegated by the Board and otherwise recommend
to Board;
to develop and monitor the Groups policies and practices in respect of health, safety and environmental matters taking
into account legal requirements, regulations and best practice;
to oversee risk management including identifying risks and developing and implementing risk mitigation plans;
to develop and implement Group-wide evaluation, training, reward and remuneration practices and manage wage
negotiations / benefits with unions.
A Deeper Look
04 /
to develop, implement and monitor operational plans, policies, procedures and budgets;
Financial Statements
03 /
Governance
4.
Executive Committee
The names and biographical details of the Exco members are set out on pages 62 and 63, and are the three Executive Directors,
Ben Magara, Simon Scott and Ben Moolman, a number of senior executives and Thandeka Ncube, a non-executive Exco
member nominated by Shanduka Resources, the Companys principal BEE investor. The CEO chairs the Exco, which meets
monthly and has a weekly updating call. It has formal terms of reference, which were last reviewed in October 2010 and which
dovetail into the schedule of matters reserved for the Boards decision. Its responsibilities include the following key areas:
02 /
As with any business, power is delegated from the Board to the CEO, and through him to the management team via a documented
Cascade of Authorities, setting out the responsibilities, decision-making and approval powers of managers at different levels of the
enterprise. To support the CEO in managing the business, two management Committees have been created as explained below.
05 /
Shareholder Information
www.lonmin.com
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Lonmin Plc
Annual Report and Accounts 2015
Governance
Len Konar
Chairman, Audit & Risk Committee
Going concern and the new reporting requirement relating to the Viability Statement.
Yours faithfully
Len Konar
Chairman, Audit & Risk Committee
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Annual Report and Accounts 2015
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Governance
to keep under review the effectiveness of the Companys internal controls, including financial controls and risk
management systems;
to provide the Board with an independent assessment of the Groups accounting affairs and financial position;
to monitor the effectiveness of the internal audit function and review its material findings;
to oversee the relationship with the external auditors, including agreeing their remuneration and terms of engagement,
monitoring their independence, objectivity and effectiveness, ensuring that policy surrounding their engagement to
provide non-audit services is appropriately applied, and making recommendations to the Board on their appointment,
reappointment or removal, for it to put to the shareholders in general meeting; and
4.
A Deeper Look
04 /
3.
Financial Statements
Meetings of the Committee are attended by the CEO, CFO, Head of Group Finance, Head of Internal Audit, Investigations &
Risk, Head of Group Financial Reporting and the Company Secretary, none of whom do so as of right. The external auditors
attend Committee meetings and a private meeting is routinely held with the internal and external auditors to afford them the
opportunity of discussions without the presence of management.
03 /
Governance
02 /
to monitor the integrity of the Companys financial statements and regulatory announcements relating to its financial
performance and review significant financial reporting judgements;
Strategic Report
01 /
2.
05 /
Shareholder Information
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Lonmin Plc
Annual Report and Accounts 2015
Governance
Activities of the Audit & Risk Committee during the year (continued)
The work of the Audit & Risk Committee in FY2015 principally fell under three main areas and is summarised below.
Internal controls and risk
(a)
(c)
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Governance
Special costs
These issues were discussed with Management during the year and with the auditor at the time the Committee reviewed and
agreed the auditors Group audit plan, when the auditor reviewed the half year interim financial statements in May 2015 and
also at the conclusion of the audit of the financial statements for the year ended 30 September 2015.
Going concern
As more fully explained in note 1 to the financial statements, in determining the appropriate basis of preparation of the
financial statements, the Directors are required to consider whether the Group can continue in operational existence for the
foreseeable future.
Adverse movements in the Rand / US Dollar exchange rate and PGM commodity prices or a combination thereof.
Management reported to the Committee the results of its going concern assessment, noting to the Committee that the
Groups capital structure, after a successful Rights Issue and debt facilities amendments, provides sufficient head room to
cushion against downside operational risks and reduces the risk of breaching debt covenants.
www.lonmin.com
Shareholder Information
The Limpopo CGU is placed under care and maintenance. The carrying amount of non-financial assets in this CGU was
$127 million before impairment which comprised property, plant and equipment of $74 million and intangible assets of
$53 million.
05 /
A Deeper Look
The auditor explained their audit procedures to test managements going concern assessment and considered the Groups
disclosures on the subject. On the basis of their audit work, the auditor considered that the going concern basis of preparation
of the financial statements is appropriate and included an emphasis of matter in relation to the material uncertainty regarding
the need for shareholder approval. Refer to the auditors report on pages 126 to 130 for the auditors opinion on the going
concern assumption.
04 /
The Committee interrogated managements key assumptions used in the Business Plan and for determining the cash flow
forecasts used in the going concern assessment as well as the scenarios applied in testing the Groups resilience against
downside risks. The Committee was satisfied that key assumptions had been appropriately scrutinised, stress-tested and
were sufficiently robust. The Committee was further satisfied with the going concern disclosures in the financial statements
and that an appropriate basis of preparation of the financial statements had been arrived at. However, the need for
shareholder approval for the planned Rights Issue represents a material uncertainty about the Groups ability to continue as
a going concern as explained in note 1 to the financial statements.
Financial Statements
Management considered the future prospects for the business and stress tested those projections to assess the impact
of say, a major production incident or a major movement in metal prices or exchange rates. The level of bank facilities and
associated covenants in the business was considered to ensure the Company can meet its foreseeable cash requirements.
03 /
Governance
In assessing the Groups ability to meet its obligations as they fall due, management prepared cash flow forecasts based on
the Business Plan for a period in excess of 12 months. Management considered various scenarios to test the Groups
resilience against operational risks including:
02 /
The continued decline PGM prices has put the Groups cash flows and profitability under pressure. Management reviewed the
Groups business and capital structure and revised the Business Plan in order to be able to deal effectively with the effects of
a continuation of the current low PGM price environment. The revision of the Business Plan includes the reduction of fixed
costs, removal of high cost production and minimising capital expenditure while preserving the ability of the business to
increase production when PGM markets improve.
Strategic Report
Going concern
01 /
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Governance
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Governance
Governance
The Committee interrogated managements procedures in arriving at the costs classified as special items and scrutinised
managements calculation of special costs. The Committee was satisfied that a sufficiently robust process was followed to
identify special costs.
02 /
Management reported to the Committee the procedures and approach followed to identify and determine amounts to be
classified as special items.
Strategic Report
The auditor explained their audit procedures to test the physical quantities of inventory and to check the net realisable value
calculations performed by management. On the basis of their audit work, the auditor reported no misstatements that were
material in the context of the financial statements as a whole.
01 /
The Committee scrutinised the inventory estimation adjustment calculations in conjunction with a history of stock count results
and process losses as well as the procedures undertaken by management to confirm the physical existence of inventory. The
Committee was satisfied that a sufficiently robust process was followed to confirm the quantities of inventory, and that the net
realisable value of inventory was calculated correctly.
The auditor explained their audit procedures to test managements calculation of special costs that were material in the
context of the financial statements as a whole and considered the Groups disclosures on the subject. On the basis of their
audit work, the auditor reported no inconsistencies or misstatements.
6.
Internal audit reports in relation to the 34 audits were reviewed by operational and line management and further reviewed by
the Exco. Audit findings and the related management actions were tracked by Internal Audit, and verified periodically after being
reported by management as complete. The Committee was provided with reports on material findings and recommendations
and regular updates on the progress made by management in addressing the findings were also provided during the course
of the year. All action points were recorded on a Company-wide database to facilitate monitoring and accountability.
www.lonmin.com
Shareholder Information
A review of the effectiveness of Internal Audit was carried out during the year by way of a questionnaire completed by those
in the business who had been audited and the external auditors. Having considered the results of this survey and a number
of other factors, including the quality of reporting to the Committee and impartiality of the internal auditors, the Committee
concluded that Internal Audit was in all respects effective.
05 /
The Head of Internal Audit is also responsible for the Companys whistle-blowing programme and heads up the investigations
unit comprising three investigators. The primary focus of this team is addressing the risk of theft of PGMs, but they also have
a significant role in helping counter copper cable theft, white collar crime and other criminal and unauthorised activities which
could have a material impact on the business.
A Deeper Look
The internal audit plan, approved in September 2014 by the Committee, reflected a risk based approach targeting financial
and operational processes. The main objective was to test the robustness of the mitigating controls and identify improvement
opportunities. A total of 34 audits were undertaken during the year. The audits that were conducted focused on business
critical and high risk areas which were prioritised by the internal auditors with input from management and the Committee.
04 /
Internal audit
The Company has an internal audit department comprising two in-house auditors, supported by the South African arm of
PwC who provides specialist services in connection with matters such as IT security and treasury, which would be inefficient
to resource internally. The Head of Internal Audit reports jointly to the Chairman of the Audit & Risk Committee and to the CFO.
Financial Statements
After reviewing the presentations and reports from management and consulting, where necessary, with the auditors, the
Committee was satisfied that the financial statements appropriately addressed the critical judgments and key estimates (both in
respect to the amounts reported and the disclosures). The Committee was also satisfied that the significant assumptions used for
determining the value of assets and liabilities had been appropriately scrutinised, challenged and were sufficiently robust.
03 /
In summary
Management reported to the Committee that they were not aware of any material misstatements or immaterial misstatements
made intentionally to achieve a particular presentation. The auditors reported to the Committee the misstatements that they
had found in the course of their work and no material amounts remain unadjusted. The Committee confirmed that it was
satisfied that the auditors had fulfilled their responsibilities with diligence and professional skepticism.
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Governance
External audit
The external auditors are appointed by shareholders to provide an opinion on the financial statements and certain other
disclosures prepared by the Directors. Following their re-election at the 2015 AGM, KPMG LLP acted as the external auditors
to the Lonmin Group throughout the year. The Senior Statutory Auditor is based in London and supported by an audit partner
based in Johannesburg. The Committee is responsible for oversight of the external auditors, including approving the annual
work plan and, on behalf of the Board, approving the audit fee.
To safeguard the objectivity and independence of the external auditors, the Company adopted an Audit Engagement Policy
in 2010, a copy of which is available on the Companys website. Under this policy, the external auditors are not permitted to
perform any work that they may subsequently need to audit or which might either create a conflict of interest or affect the
auditors objectivity and independence. Non-audit services are normally limited to assignments that are closely related to the
annual audit or where the work is of such a nature that a detailed understanding of the Group is necessary. Management
regularly provides the Committee with reports on audit, audit-related and non-audit expenditure, together with proposals of
any material non-audit related assignments. The Committee reviews and, where necessary, challenges management to
ensure auditor objectivity and independence is not impaired.
The policy provides for the following annual authorisation limits:
Audit-related services
$200,000
$500,000
>$500,000
$100,000
$250,000
>$250,000
Fees for audit related and non-audit services incurred during the year amounted to $0.3 million (2014 $0.4 million)
representing 20% of the audit fees. Audit related and non-audit services provided by the external auditors included their
review of the half year Interim Review and their assurance review of the Groups sustainability reporting. Further information
can be found in note 4 to the financial statements.
The Committee is satisfied that the overall levels of audit related and non-audit fees are not material relative to the income
of the external audit offices and firm as a whole and therefore the objectivity and independence of the external auditors was
not compromised.
The Committee has evaluated the performance, independence and objectivity of KPMG and also reviewed the effectiveness of
the external audit process. As part of this process, the Committee considered feedback on the years audit gathered through
a survey facilitated by the Secretary to the Committee. This years survey was more extensive than previous years, assessing
not only the external auditor, but also the relationship between the external auditor, the management and the Committee.
There were focused questions on the role of management as we believe that managements attitude to, and engagement with,
the external audit process is fundamental to its effectiveness. Respondents to the survey included the financial management
team at corporate and business levels, company secretariat, the tax and treasury and risk teams, the internal auditors, the
Audit & Risk Committee members and the Chairman of the Board. The following factors were also considered:
the external auditors progress achieved against the agreed audit plan and communication of any changes to the plan,
including changes in perceived audit risks;
the competence with which the external auditors handled the key accounting and audit judgements and communication
of the same with management and the Committee;
the external auditors compliance with relevant regulatory, ethical and professional guidance on the rotation of partners;
the external auditors qualifications, expertise and resources and their own assessment of their internal quality
procedures; and
the stability and continuity that would be provided by continuing to use KPMG.
After taking into account all of the above factors, the Committee concluded that the external auditors were effective and has
recommended to the Board that their re-election at the 2016 AGM should be proposed to shareholders. The Committee also
recommended the Board seek authority for the Directors to fix the external auditors remuneration, having first compared the
proposed fees to the prior years fees and also relative to other companies of similar size, sector and complexity.
A predecessor firm of KPMG Audit plc was first appointed in 1970 and, since that time, the lead audit partner at Group level
has changed regularly and in recent years every five years in accordance with professional and regulatory standards designed
to safeguard independence and objectivity. In addition, senior audit staff, who are located both in the United Kingdom and
South Africa, rotate periodically in accordance with KPMGs internal policies on independence.
The Committee conducted a formal tender of the external audit contract, considering proposals from four audit firms.
Following a competitive tendering process, KPMG was reappointed as the external audit. This decision was based on the
information provided in KPMGs tender proposal and the interaction with the proposed audit team, both at management and
Committee level. The Selection Panel (comprising management and the Committee members) concluded that KPMG
provided the necessary experience, industry knowledge and geographical resources, which combined with their knowledge of
the business meant that they were the most suitable. In addition, in November 2015, the Committee concluded a rotation of
the lead audit partner and Adrian Wilcox was appointed as Senior Statutory Auditor, such appointment to take effect from the
conclusion of the AGM on 28 January 2016.
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Governance
8.
Internal controls
As in any business, Lonmin faces risk and uncertainty in everything it does. Section 9 explains how we consider risk, and how
the corporate strategy, which is reviewed on a regular basis, seeks to capitalise on identified opportunities while mitigating
known downside risks. Where material risks have been identified within our business, we have implemented an appropriate
internal control environment to endeavour to protect shareholders interests. The Board is ultimately responsible for the
Groups system of internal controls and risk management, and it discharges its duties in this area by:
Determining Lonmins risk appetite (the risk we actively seek or accept in pursuit of our long-term objectives, in the
expectation of an economic return) and risk tolerance (the risk we are prepared to face in achieving our strategic goals);
Ensuring management implement effective systems of risk identification, assessment and mitigation and internal controls.
Strategic Report
01 /
7.
These systems are designed to manage, rather than eliminate, the risk of failure to achieve business objectives and cannot
provide absolute assurance against material misstatement or loss.
02 /
Schedule of Matters
reserved for the Boards
decision
Management reporting
against budgets, plans
and forecasts
Documented policies,
procedures, processes
and standards
Risk management policy
and procedures
Appropriate tools including
SAP, mine planning,
metallurgical tracking
and accounting and
risk systems
Annual management
confirmation letters
Supported by
Annual audit and other
external assurance providers
Internal audit and other
in-house review processes
Annual self-assessments completed by around 70 executive and senior managers in the Group each manager confirms
whether there have been any breaches of internal controls or their awareness of any weaknesses in the control
environment within their area of the business. The principle of individual accountability and responsibility at operational
level is an important component in the Groups overall risk philosophy. Managers are responsible for the identification
and effective management of all risks in their areas of responsibility and these letters have a wide ranging scope; and
Further objective assurance is provided by the external auditors and other external specialists.
Throughout the year Lonmin complied with the provisions of the Code (as these relate to internal controls) and the relevant
sections of Internal Control: Revised Guidance for Directors (the Turnbull guidance) and Guidance on Audit Committees.
No significant weaknesses or material failings were identified in the annual review.
www.lonmin.com
Shareholder Information
Internal Audit provides objective assurance their annual work plan is developed in conjunction with management and
focuses on key risks and key internal controls. In the light of Internal Audits recommendations, management develops
and implements corrective action plans, which are tracked to completion by Internal Audit, with the results reported to
executive management and to the Committee;
05 /
A Deeper Look
Responsibility for reviewing the effectiveness of the internal controls has been delegated to the Committee. The Committee
uses information drawn from a number of different sources to carry out this review:
04 /
Management is responsible for establishing and maintaining adequate internal controls over financial reporting, including over
the Groups consolidation process. Internal controls over financial reporting are designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes.
A comprehensive strategic planning, budgeting and forecasting system is in place. Monthly financial information, including
trading results and cash flow statements, are reported to the Board and management. The Exco reviews performance against
budget and forecast on a monthly basis and senior financial managers regularly carry out group consolidation reviews and
analysis of material variances.
Financial Statements
Delegation of authority to
each level of management
Transparency
Clear accountability
03 /
Governance
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Governance
Risk Management
Lonmin has an integrated approach to risk management and internal controls to ensure that our reviews of risk are used to
inform the internal audit process and the design of internal controls.
The risk management process, which has been in place throughout the year under review and to the date of approval of the
accounts, identifies, evaluates, manages and monitors the risks facing the business. Those risks that are identified as
significant, in addition to the associated mitigating controls, are reviewed regularly by the Exco and then by the Board. The
Committee regularly reviews the effectiveness of the risk identification process and the methodology used to evaluate and
quantify the risks, in line with the guidance appended to the Code.
The corporate strategy, which is reviewed on a regular basis, seeks to capitalise on identified opportunities while mitigating
known downside risks. Where material risks have been identified within our business, we have implemented an appropriate
internal control environment to endeavour to protect shareholders interests.
Lonmins Risk Management Framework, policy and procedures aim to:
Enable management to implement effective systems of risk identification, assessment and mitigation and internal controls;
Assist management and the Board to determine Lonmins risk appetite and risk tolerance;
Embed a risk based approach and awareness into the corporate culture so that risks are communicated and understood
at all levels and functions within the Group;
Encourage line management accountability for identifying and managing the risks within their area of the business; and
Develop and implement risk management strategies which address the full spectrum of risks, including compliance,
industry-specific, competitiveness, environmental, business continuity, strategic, reporting, security, privacy, and operational.
Principal Risks
The top risks and the associated mitigating controls are reviewed at least quarterly by the Exco and the Board.
Review of Risks
Top-down and bottom-up risk reviews are carried out in each area of our business, involving the Exco, operational and
middle managers respectively. All senior managers are responsible for managing and monitoring risks in their area of
responsibility and recording these in the risk register. It is mandatory for this process to take place at least once a year,
but in practice, reviews often take place more frequently. For each risk identified, management assesses the root causes,
consequences of the unmitigated risks, probability of occurrence, effectiveness of the existing controls and the level of
exposure after mitigation measures had been implemented.
Each of the business areas is supported by either a Risk Officer or an Operational Risk Champion who co-ordinates all risk
management activity in that business area and ensures that actions are implemented appropriately. This process ensures all
risks are measured, monitored and reported on a consistent basis. In order to protect our strategic objectives, it is important
that we manage these risks as effectively as possible. The work of the Risk Management Department is closely aligned to that
of the Internal Audit Department.
Risks related to sustainability
Risks related to safety, labour and community relations, social development, transformation and environmental impacts
makeup a significant portion of Lonmins risk profile. Each business area is responsible for managing safety and environmental
impact mitigation and for monitoring the relevant action plans in place. In this way, the Company ensures that focus on these
areas is maintained and that accountability is embedded at operational management level. Reviews of these risks and their
associated management plans are conducted by the SHE and SET Committees, the results of which are presented to the Board.
Risk Information Management System (RIMS)
To assist with the risk management process, the Company implemented the CURA Risk Management System in 2012.
The application allows all users within the Group access to the risk registers through a web based system. RIMS has improved
managements oversight of risks through its enhanced tracking and reporting functionality.
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Governance
to recommend any proposed changes to the composition of the Board and to instigate and manage the recruitment process;
to ensure the Companys adherence to applicable legal and regulatory requirements in relation to the above; and
to oversee compliance with the Code and other applicable corporate governance regulations.
The Committee Chairman reports material findings and recommendations at the next Board meeting and copies of the
minutes of its meetings are circulated to all Directors.
2.
Governance
3.
02 /
The Committee is supported by the services of the Company Secretary who acts as secretary to the Committee and it has full
access to the CEO. It is empowered to appoint search consultants, legal, tax and other professional advisors as it sees fit to
assist with its work.
Strategic Report
to ensure that a regular, rigorous and objective evaluation is undertaken of the structure, size, composition, balance of
skills, knowledge and experience of the Board;
01 /
Matters considered by the Committee in FY2015 included the following material items:
Noted Mrs Segundos decision to retire and considered and recommended the
appointment of Varda Shine as a Non-executive Director and as a member of
various Board Committees.
Noted the resignations of Gary Nagle, Paul Smith and Phuti Mahanyele from the Board.
Noted the Board assessment matrix (including the key skills, knowledge and
experience of the current Committee members) and considered the Board
composition and succession implications.
Good governance
Director effectiveness
Considered the outcome of the board evaluation when discussing the effectiveness
of the Non-executive Directors seeking re-election at the 2015 AGM.
Reviewed the Committees report within the 2014 Annual Report and Accounts and
recommended its approval to the Board.
Terms of Reference
Annual workplan
A Deeper Look
04 /
Board composition
Financial Statements
Discussion
03 /
Area
05 /
Shareholder Information
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Governance
to assist the Board by ensuring management sets aspirational standards for SHE matters and implements a culture in
which these goals are promoted and enforced;
to have oversight of and provide advice to the Board on the Groups compliance with applicable SHE related legal and
regulatory requirements;
to consider the major findings of internal and external investigations and managements response;
to report to the Board developments, trends and / or forthcoming significant legislation in relation to SHE matters which
may be relevant to the Groups operations, its assets or employees;
to ensure a robust and independent assurance and / or audit process is implemented by management; and
Governance
to have oversight of and provide advice to the Board on SHE matters (including, where relevant, public safety and the
impact of the Groups activities) and evaluating the risks in each of these areas;
02 /
Strategic Report
01 /
1.
More detailed information concerning the Groups performance in SHE areas is set out in the Strategic Report, from
page 36 onwards.
2.
03 /
Financial Statements
04 /
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
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Governance
Safety
Reviewed reports on
key safety indicators
and trends
Reviewed Company
security procedures
Health
Reviewed reports on
health and community
indicators and trends
Participated in a Health
Deep Dive, including
a report on the impact
on the health of the
workforce following
the five month strike
Environment
Received reports
from accountable
managers on all
serious environmental
incidents, including a
detailed analysis of
factors contributing
to the incident and
the corrective and
preventative measures
taken to prevent
recurrence
Reviewed progress
reports on various
environmental initiatives,
including the Groups
integrated water
management strategy
and waste services
project operating in
the local community
surrounding the
operations
Governance, regulatory
and reporting
Reviewed changes to
local and international
SHE regulations
Reviewed the
Committees report within
the 2014 Annual Report
and recommended
approval to the Board
Considered feedback
from external auditors
following their assurance
review of selected data in
the FY2014 annual report
and FY2014 Sustainable
Development Report
Considered and
approved the
appointment of KPMG
as the assurance
provider for the
FY2015 Sustainable
Development Report
Set Committees
strategic goals for
FY2015
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Governance
to develop strategies, policies and processes and set goals and targets for transformation and empowerment, and
assess the means by which such strategies are proposed to be implemented and goals achieved, with the goal of
ensuring that there is a disciplined, co-ordinated and sustainable approach to transformation;
to monitor, review and evaluate progress made by management in meeting the Companys obligations in respect of
transformation and empowerment, including the Companys adherence to applicable legal and regulatory requirements
and external commitments made in relation to the same;
To oversee the Groups activities in relation to the prescribed social and ethics matters, and in developing an appropriate
corporate culture including ethical matters (including anti-bribery and corruption actions) and the human rights of those
involved in or affected by the Groups business;
to ensure effective communication on SET issues between management, the Board and various stakeholders; and
to guide and otherwise provide encouragement and counsel to management in relation to SET matters.
03 /
Financial Statements
Governance
02 /
2.
Strategic Report
1.
01 /
This Committee was created by the Board in January 2011 to assist it oversee the significant risks that the Company faces in
the crucial area of transformation. Transformation refers to the over-arching aims of the entire process of Black Economic
Empowerment within South Africa, and changing how business is done. In our case, we have committed to certain outcomes
through the Social and Labour Plans and comply with the Mining Charter. In addition, whilst the South African Companies Act
requires that certain locally-incorporated entities, including Lonmins principal operating subsidiaries, establish a social & ethics
committee, the remit of which is mandated in law, the Board considers that successful management of these issues is of utmost
importance to the conduct of the Groups business, contribute to being a good corporate citizen and, ultimately, should help us to
retain our informal social licence to operate, and therefore decided to extend the remit of the previous Transformation Committee
to also include all social & ethics matters across the Group.
04 /
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
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Governance
Social
Reviewed reports on
commitments made in
the Social & Labour
Plans and requirements
of Mining Charter and
provided feedback to
management
Reviewed strategic
plans for transformation
programme and remedial
actions
Reviewed the rental cost
of Company-sponsored
accommodation, and
how this compared to
market. In-depth reviews
of the housing and living
conditions of our
employees, and our
community infrastructure
investment projects
were undertaken,
supplemented by site
visits undertaken by
Committee members
Reviewed reports on
Social & Labour Plans
and Mining Charter
and provided feedback
to management
Ethics
Transformation
Reviewed proposed
development plan for
reviewing and updating
human rights policy
Reviewed amended
Human Rights Policy and
implementation plan
Governance, regulatory
and reporting
Considered objections to
transaction with BAPO
and management
proposals in respect
thereto
Reviewed the funding
and terms of the 1608
Education Trust
Reviewed reports on
Social & Labour Plans
and Mining Charter and
provided feedback to
management
Reviewed changes to
Mining Charter
Scorecard
Reviewed changes to
local and international
regulations and new
legislation including
Modern Slavery Act and
Reports on Payments to
Government Regulations.
Reviewed the
Committees report within
the 2014 Annual Report
and recommended
approval to the Board
Considered feedback
from external auditors
following their assurance
review of selected data in
the FY2014 annual report
and FY2014 Sustainable
Development Report
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Governance
Directors Report
The Company
Seema Kamboj
Company Secretary
02 /
Governance
Strategic Report
01 /
Statutory Disclosures
A Deeper Look
04 /
Financial Statements
As the Group employs less than 250 employees in the UK, the Company is not subject to the statutory obligation to discuss
its policies in relation to employee involvement or the employment of disabled persons. However, full and fair consideration
would always be given to applications for employment from disabled persons, having regard to their particular aptitudes and
abilities, or continuing the employment of people who become disabled during their career.
03 /
2.1 Employees
As part of the restructuring undertaken during the year our workforce was reduced by 2,623 people from 38,292 as at
30 September 2014 to 35,669 people as at 30 September 2015, of which 1,308 were Lonmin employees and 1,315 were
contractors. At 30 September 2015 Lonmin provided employment for 26,968 permanent employees and 8,701 contractors
in South Africa, 8 in the United Kingdom and 4 in Canada at the end of the year. Information on the Groups policies on
employee recruitment and engagement can be found on page 53 and in the Sustainable Development Report, expected to
be published in January 2016.
05 /
Shareholder Information
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Governance
Directors Report
Share Capital and Related Matters
3.1 Share capital and reserves
The total share capital and reserves attributable to the Group amounted to $1,629 million at 30 September 2015. The structure
of the issued share capital of the Company at 30 September 2015 is set out in note 24 to the financial statements. In addition
to the Ordinary Shares of $1 each, the Companys share capital also comprises 50,000 Sterling Deferred Shares of 1 each,
which were issued in 2002 and allotted to a nominee company to comply with the English statutory requirement that a public
limited company must have a minimum share capital of 50,000. These shares do not rank equally with the Ordinary Shares
of the Company, and have minimal rights. The holders consent is not required for changes to the Companys share capital,
and they are not entitled to receive notice of, or attend, speak or vote at, any general meeting. The holders are not entitled to
participate in any distribution of income or capital save that, following the distribution of 100,000,000,000 plus the paid-up
nominal value of every other share in the capital of the Company, they are entitled to receive an amount equal to the nominal
value of their Sterling Deferred Shares.
3.2 Shareholders rights
Holders of Ordinary Shares are entitled to:
attend, speak and exercise voting rights at general meetings, either in person or by proxy; and
the employee benefit trust established by the Company, the Lonmin Employee Share Trust, to facilitate various employee
share plans. The trustee, which is independent of the Company, does not seek to exercise voting rights on the Ordinary
Shares held in trust, and a dividend waiver is in place in respect of shares which are the beneficial property of the trust.
For details of the Companys employee share plans, see the Directors Remuneration Report on pages 96 to 124.
the shares held by the Bapo are subject to a 10 year lock-in period as a result of which these shares may not be sold,
transferred, assigned or encumbered.
No shareholder, or trust relating to an employee share plan, holds securities carrying special rights relating to the control of
the Company.
3.3 Powers conferred on the Directors in relation to share capital
Subject to applicable law and the Companys Articles of Association the Directors may exercise all powers of the Company,
including the power to authorise the issue and / or market purchase of the Companys shares (subject to an appropriate
authority being given to the Directors by shareholders in general meeting and any conditions attaching to such authority).
There was one occasion in the year under review when shareholders delegated powers to the Directors in relation to share capital,
this being at the Annual General Meeting held on 29 January 2015. At a General Meeting to be held on 19 November 2015,
Directors have sought authority to facilitate the issue of shares in connection to the planned Rights Issue (described in further
detail on page 74 of this document.
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Governance
Directors Report
3.3 Powers conferred on the Directors in relation to share capital (continued)
The nature and extent of these authorities are summarised below:
Authority
Governance
During the year, 3,120,687 Ordinary Shares of $1 each were issued for cash to satisfy the exercise of options or the vesting
of awards granted under the Companys employee share plans (see note 25 to the financial statements). However, these do
not count against the allotment authority summarised in the table as each of the share plans had previously been approved by
the shareholders in general meeting.
02 /
Strategic Report
01 /
A Deeper Look
05 /
04 /
The Company does not have agreements with any Director or employee that would provide compensation for loss of office or
employment resulting from a change of control, except that certain provisions in some of the Companys long-term incentive
schemes may be triggered. Awards made under the Stay & Prosper Plan crystallise immediately following a change of control,
although they only vest and become payable on their normal maturity date (three years from the date of grant) and are subject
generally to the continued employment of the participant. Directors of the Company are not permitted to hold awards under
this Plan. Awards under the Companys other share plans will vest on a change of control, save to the extent specified by the
Remuneration Committee, who will generally take into account the extent to which the performance targets have been met
and such other factors as they believe to be appropriate in line with the rules of the relevant plans. Further information on
these plans and other long-term incentives is provided in the Directors Remuneration Report on pages 96 to 124.
Financial Statements
03 /
Shareholder Information
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Governance
Directors Report
Reporting, Accountability and Audit
5.1 Directors Responsibilities in respect of the Annual Report and Accounts
The Directors are responsible for preparing the Annual Report and the Group and parent company Accounts in accordance
with applicable law and regulations.
Company law requires the Directors to prepare Group and parent company financial statements for each financial year. Under
that law they are required to prepare the Group financial statements in accordance with IFRSs as adopted by the EU and applicable
law and have elected to prepare the parent company financial statements in accordance with UK Accounting Standards.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and
fair view of the state of affairs of the Group and parent company and of their profit or loss for that period. In preparing each of
the Group and parent company financial statements, the Directors are required to:
for the Group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU;
for the parent company financial statements, state whether applicable UK Accounting Standards have been followed,
subject to any material departures disclosed and explained in the parent company financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the
parent company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent
companys transactions and disclose with reasonable accuracy at any time the financial position of the parent company and
enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for
taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and
other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors Report,
Directors Remuneration Report and Corporate Governance Statement that comply with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Companys website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
The Directors Responsibility Statement can be found on page 130.
5.2 How the Directors discharged their responsibilities in this area
The Lonmin Group financial statements are presented in accordance with the IFRSs as adopted by the EU, using the US Dollar
as its reporting currency.
Details of the Groups financial risk management are described in note 20 to the financial statements on page 160 and in the
discussion of Internal Controls and Risk Management in the Audit & Risk Committee Report on page 83.
5.3 Going Concern and viability
In determining the appropriate basis of preparation of the financial statements, the Directors are required to consider if it is
appropriate to adopt the going concern basis of accounting.
Full disclosure of the Directors deliberations to determine whether it is appropriate to adopt the going concern basis of
accounting in addition to consideration of the material uncertainties which may affect the Groups ability to continue to adopt
this basis is provided in note 1 to the financial statements on page 135. In summary, the Directors have concluded that based
on the Groups expectation that the conditions of the planned Rights Issue will be met, in addition to the Groups current
trading and forecasts, the Directors believe that the Group will be able to comply with its financial covenants under the
Amended Facilities, and be able to meet its obligations as they fall due, and accordingly have formed a judgement that it is
appropriate to prepare the financial statements on a going concern basis.
Directors are also required to provide a broader assessment of viability over a longer period, which can be found on page 32
of the annual report and accounts.
Lonmin Plc
Annual Report and Accounts 2015
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Governance
Directors Report
5.4 Scope of the reporting in this Annual Report and Accounts
The Corporate Governance Report (including the Board and Exco biographies), which can be found on pages 60 to 75, the
Audit & Risk Committee Report on pages 76 to 84, the Nomination Committee Report on pages 85 and 86, the Safety, Health
& Environment Committee Report on pages 87 and 88, the Social, Ethics & Transformation Committee Report on pages 89
and 90 and the supplementary information contained in the section titled A Deeper Look on pages 186 to 194 are
incorporated by reference and form part of this Directors Report.
For the purposes of LR 9.8.4C R, the information required to be disclosed by LR 9.8.4 R can be found in the following locations:
Section
(2)
Not applicable
(4)
Not applicable
(5)
(6)
As (5) above
(7)
Not applicable
(8)
Not applicable
(9)
Not applicable
(10)
Contracts of significance
Directors Report
(11)
Not applicable
(12)
(13)
(14)
Not applicable
All the information cross-referenced above is hereby incorporated by reference into this Directors Report.
Seema Kamboj
Company Secretary
www.lonmin.com
Shareholder Information
05 /
The Strategic Report, the Directors Report (including all sections incorporated by reference) and the Directors Remuneration
Report were approved by the Board on 9 November 2015.
A Deeper Look
References in this document to other documents on the Companys website, such as the Sustainable Development Report, are
included as an aid to their location and are not incorporated by reference into any section of the Annual Report and Accounts.
04 /
We have been mindful of the best practice guidance published by DEFRA and other bodies in relation to environmental,
community and social KPIs when drafting the Strategic Report. The Board has also considered social, environmental and
ethical risks, in line with the best practice recommendations of the Association of British Insurers. Management, led by the
CEO, has responsibility for identifying and managing such risks, which are discussed extensively in this Annual Report and
Accounts and the online Sustainable Development Report, expected to be published in January 2016.
Financial Statements
Interest capitalised
03 /
(1)
Governance
Location
02 /
Topic
Strategic Report
For the purposes of compliance with DTR 4.1.5 R(2) and DTR 4.1.8 R, the required content of the Management Report can
be found in the Strategic Report and this Directors Report, including the sections of the Annual Report and Accounts
incorporated by reference.
01 /
The Board has prepared a Strategic Report (including the Chairmans Letter and the CEOs Letter) which provides an overview
of the development and performance of the Companys business in the year ended 30 September 2015 (FY2015) and its
position at the end of that year, and which covers likely future developments in the business of the Company and Group.
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Lonmin Plc
Annual Report and Accounts 2015
Governance
Fair remuneration in a
difficult environment
Jim Sutcliffe
Chairman, Remuneration Committee
Lonmin Plc
Annual Report and Accounts 2015
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Governance
Policy Report
Strategic Report
Remuneration policy is an important facet of managing the business, and the Committee seeks and considers input from many
sources, and routinely reviews pay and employment conditions of Group employees generally. The EVP Human Resources
provides insight into levels of pay, bonus and other benefits relative to South African market norms for employees both at
workforce and managerial levels. Members of the Committee bring their experience from other Committees, notably the SET, SHE
and Audit & Risk Committees to bear on their work, as well as Board discussions on matters including strategy, performance and
labour relations (which invariably include pay and employment conditions), as well as their knowledge of the business generally.
01 /
While the formulation of this policy is largely driven by its members knowledge of executive pay practices in the UK and South
Africa the Committee commissioned a report from Hay Group on the pay of Chairmen and Non-executive Directors of genuinely
comparable UK companies.
to incentivise them to achieve stretching strategically-aligned goals which should help create value for shareholders.
Importantly, these remuneration systems must promote safe, sustainable and socially-responsible business practices; and
to align their interests with those of shareholders by delivering a significant proportion of the reward in shares. This latter point
is bolstered by a shareholding obligation which is at the upper end of market practice for a London-listed company of
comparable size.
Crucially, our remuneration policy is designed to operate through the economic and business cycle. It should deliver outcomes which
are fair to both the Executive Directors and shareholders, and maintain a demonstrably fair relationship between pay and performance.
The current CEO and CFO are remunerated in sterling denominated packages. Future Executive Directors based in South Africa
that are appointed on and from the 1 February 2015 will be offered rand-denominated packages. The current COO was appointed
on 25 June 2015 and is on a rand-denominated remuneration package.
Financial Statements
to enable the Company to attract and keep people of the calibre necessary to deliver the Boards strategic plans and provide
leadership to the management team;
03 /
Governance
Executive Directors
Our policy on the remuneration of Executive Directors has evolved over a number of years in response to changing circumstances.
At its heart is our intention:
02 /
We discuss any major changes to remuneration policy or major applications of discretion with shareholders in advance, wherever
this is possible within the legal and regulatory constraints we face. In preparing this policy, the Company took the known views of
its major institutional shareholders into account.
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A Deeper Look
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Shareholder Information
www.lonmin.com
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Lonmin Plc
Annual Report and Accounts 2015
Governance
Base Salary
No contractual
provisions for
claw-back or
malus
Lonmin Plc
Annual Report and Accounts 2015
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Governance
Benefits
in kind
As the Company is
obliged to operate
cross-border income
tax and social security
deductions, we
provide appropriate
support to help the
individuals with these
complex obligations,
to avoid the
distraction or time
consumed in basic
compliance activities.
income protection
insurance
No contractual
provisions for
claw-back or
malus
Governance
annual medicals
02 /
life assurance
03 /
Financial Statements
No contractual
provisions for
claw-back or
malus
05 /
Shareholder Information
www.lonmin.com
A Deeper Look
Offering assistance to
Executive Directors
who are asked to
work away from their
home location should
enable the Company
(a) to employ the best
person for each
role and (b) where the
appointee is already
employed by the
Company, provide
career and / or
personal development
options and potentially
help retain their
services.
04 /
Strategic Report
01 /
Maximum that
may be paid
Pension
The Company
currently offers an
allowance (expressed
as a percentage of
base salary) which
the Executive Director
can choose to take
(a) as an employer
contribution to a
defined contribution
pension scheme
(subject to applicable
tax law). (b) as a
non-bonusable salary
supplement, or (c) as
a blend of the two.
Annual
Bonus the
Balanced
Scorecard
Plan (the
BSC)
Performance measures
The Committee uses the BSC as a tactical tool to create
a focus and financial incentive for the delivery of short
term imperatives in support of strategic outcomes.
The maximum
(1) Not applicable
amount payable (2) Not applicable
is 20.52% of
(3) Not applicable
base salary.
No contractual
provisions for
claw-back or malus
Lonmin Plc
Annual Report and Accounts 2015
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Governance
Maximum that
may be paid
Financial Statements
04 /
A Deeper Look
There is an
underpinning
discretion available
to the Committee to
defer payment and / or
provide shares rather
than cash where the
underlying operational
and / or financial
performance is felt
to be insufficient to
warrant immediate
payment of a cash
bonus.
03 /
Governance
Targets
Once the measures and weightings have been set the
Committee devises three levels of attainment for each
measure, at threshold, target and stretch. In general
terms, the threshold level of performance is set at the
minimum level of performance for which it would be
reasonable to offer additional remuneration, and has
a lower level of payment; target is generally set at or
about budget or market consensus; and stretch
(which results in a higher level of payment) is set at
a challenging, yet potentially achievable, level which
should result in the creation of direct or indirect value
for shareholders. Wherever possible, quantifiable hard
targets are set to enable accurate measurement and
assurance before payment.
The corporate
measures support our
strategy. The targets
are commercially
sensitive and so are
not disclosed in
advance, but there
will be full disclosure
in arrears.
02 /
Weightings
The Committee also uses the weight attached to each
performance measure within the BSC in further support
of the short-term delivery of corporate strategy, and can
also use one or more of these measures as a hurdle or
multiplier for part or all of the BSC, subject to maximum
amount contained in the plan rules. There will be times
when it is appropriate, and in shareholders best interests,
to attach more significant weight to (for example) one or
more of production, financial or transformation outcomes,
reflecting immediate priorities. Again, the Committee
believes it in advisable to commit to a particular design in
advance, as this would greatly reduce the value and
usefulness of the tool.
Recognising the
importance of
these issues to
shareholders, we
intend to publish a
summary of the
measures and
weightings to be
used in the current
years BSC on the
Companys website
as early as possible
in each year.
Strategic Report
Annual
Bonus the
Balanced
Scorecard
Plan (the
BSC)
(continued)
01 /
05 /
Shareholder Information
www.lonmin.com
Maximum that
may be paid
The maximum
(1) The bonus earned and paid in
face value of the
respect of the preceding financial
award is capped
year is used to determine the
at 125% of salary.
size of the award.
Lonmin Plc
Annual Report and Accounts 2015
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Governance
04 /
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
Financial Statements
The Committee requires the Executive Directors to build and retain a personally significant investment in the Companys shares.
We see this as an important and integral part of our remuneration policy as this means that they experience the same changes in
value as shareholders and have a direct personal incentive to create and preserve value. Executive Directors are required to build
up a shareholding within five years of taking office with a value of at least 3x base salary (CEO) and 2x base salary (CFO and any
other Executive Directors). Our expectation is that Executive Directors will acquire shares steadily through the five year period,
rather than simply by the end date. Should this be achieved but the market value of that investment then fall below the required
level, the individual has a period of three years in which to restore compliance. No forfeiture, claw-back or malus provisions are
applicable as these are personal shareholdings created from after-tax income, save where such provisions apply under the
Companys employee share schemes and other share-settled arrangements.
03 /
Governance
02 /
Strategic Report
01 /
BSC the specific metrics and their weightings are set by the Committee in the light of the Boards assessment of the strategic imperatives facing
the Company and the budgets and other operational plans adopted by the Board to best address both short and longer-term imperatives.
Management proposes suitable metrics (which are quantitative wherever possible) and levels of performance to form the threshold, target and stretch
levels of attainment. The Committee then assesses whether achievement of these is appropriately aligned with shareholders interests, and whether
the reward that would accrue to the Executive Directors would be justifiable. They also examine whether the metric is consistent with the
requirements of prudent risk management (and does not itself create perverse incentives) and good governance.
ASAP shareholders will recall that this plan replaced the previous practice of mandatory deferral of after-tax bonus, following changes in South
African tax law. When the amounts available under this plan are combined with the value of the BSC bonus, the total value as a multiple of base
salary has not changed for several years. The maximum award requires significant performance achievement, which has resulted in actual awards
under the BSC and ASAP having been considerably below the maximum in recent years. As the prior year bonus determines the award size, the
Committee believes that no subsequent performance condition is required, other than continued employment, noting that the ultimate value of the
award will move with the share price. The vesting period of three years is felt appropriate given practices in competitor companies and the
requirement for the Executive Directors to build and retain material long-term holdings of Lonmin shares.
LTIP our current performance condition was devised in 2015 in accordance with the LTIP plan which was approved by shareholders at the 2015
AGM. It combines the CROIC factor, averaged over three years to create a longer-term assessment of operational performance. We add the average
CROIC outcome to the Total Shareholder Return generated by Lonmin relative to the median of a peer group of other listed PGM producers (who
face the same socio-economic and operational challenges), assessed over three years, being a direct measure of value creation for shareholders.
We believe that this creates an incentive to manage the business for value over the longer term. The levels of relative performance were established
after actuarial modelling of long-term historic data, such that material levels of vesting would only occur for strong levels of performance. Combining
the two components of the condition helps avoid a situation where reward flows from operational performance but no value has accrued to shareholders.
This performance metric has been devised to demonstrate the effectiveness of management at generating cash for shareholders while eliminating
the influence of accounting decision in relation to, for example, depreciation policies and impairment of assets.
Details of outstanding awards under the previous rules of the ASAP and previous LTIP are set out on page 121. Other than as described in the policy
table, there are no components of the Executive Directors remuneration that are not subject to performance measures.
(2) Continuation of awards under previous policy prior to the current Directors remuneration policy coming into effect on 1 February 2015, the previous policy
included the share-settled awards made to Ben Magara (referred to in that policy as the Recruitment Award) and Simon Scott (referred to as the Special
Award). Both awards will continue in operation until the date on which the last tranche of shares has vested or lapsed, as the case may be. In addition,
awards made under the ASAP prior to the revised remuneration policy coming into effect will similarly continue to operate on the terms on which they
were granted until the date on which the last tranche of shares has vested or lapsed, as the case may be. Awards made under the LTIP will be treated
on the same basis, save that awards made in calendar 2015 will have the new performance condition substituted for that required by the old policy.
(3) Changes from the previous policy all of the items in the current Directors remuneration policy formed part of the previous policy. There are three sets
of changes from the previous policy, being:
1.
In respect of the BSC, we have introduced an underlying discretion available to the Committee so that in the event that the underlying outcomes
experienced by shareholders are felt to be insufficient to warrant immediate payment of a cash bonus then the payment may be deferred and / or
a proportion of it may be paid in shares. We believe that this is clearly in shareholders interests as it should help avoid the situation of bonuses
(almost entirely based on operational metrics under their control or influence) being paid to the Executive Directors when the overall outcomes to
shareholders have not been judged acceptable. Claw-back provisions have also been introduced, as set out in the policy table above.
2.
We have made three main changes to the Long Term Incentive Plan. Firstly, we have (save in connection with recruitment) reduced the maximum
face value of an award to 125% of salary, from the previous 150% of salary. Secondly, we have adopted new performance metrics as described
in the policy table so that the vesting of half of the award will be linked to a Relative TSR measurement, with the vesting of the other half linked to
the CROIC return measure. There will be no further grants made under the previous LTIP performance metrics beyond January 2016. Finally, while
performance will continue to be measured over three year periods, any shares which vest will be released in 3 equal tranches on the third, fourth and
fifth anniversaries of the date of granting of that award (unless the award was granted in connection with recruitment, when it may mirror the provisions
of any award being forfeited). We believe that these changes better align the interests of the Executive Directors and shareholders, and also provide
the individuals with a clearer incentive than the previous arrangements. A full description of the new LTIP terms is set out in the Notice of Meeting in
relation to the 2015 AGM.
3.
In relation to our shareholding requirement, we have retained the current obligation and the five year period in which that is to be achieved. However,
we are clarifying our expectation that Executive Directors will acquire shares steadily through the five year period, rather than simply by the end date.
Where the shareholding requirement is not being achieved in line with an agreed schedule, the Committee will have a discretion to settle in shares
some or all of the annual bonus that would otherwise be payable in cash, until such time as the requirement has been met. We believe that by
compelling the Executive Directors to build their personal investment in Lonmins shares more quickly, these changes will better align their interests
with those of shareholders.
(4) Remuneration of employees generally the policy in relation to the remuneration of the Executive Directors applies in virtually unchanged form to the
members of the Exco and their more senior first reports (we call this group the RemCo Purview Group), though the levels of awards tend to be lower than
those offered to the Executive Directors and BSC targets may include elements relating to parts of the business for which the individual executive is
responsible. Below the RemCo Purview Group remuneration is a combination of fixed pay (salary, benefits and pension) and short-term incentive pay
(BSC and other one year bonus arrangements). Share-settled long-term incentives are no longer offered to these employees as we judge that their roles
do not have the longer-term dimensions that would this make this appropriate, but we do encourage employees to consider investing in the Companys
shares. For employees of the Group generally, pay comprises base salary, various allowances provided in cash or kind and short-term bonuses linked to
safety, production and cost which are generally paid quarterly. We have implemented an Employee Share Ownership Plan for employees as part of our
commitment to meet the transformational requirements of the South African governments Mining Charter.
(5) The number of company shares which have been issued or may be issued pursuant to options or awards granted within the previous 10 years under all
employees share schemes adopted by the company shall not exceed 10 percent of the companys ordinary share capital in issue immediately prior to the
proposed date of grant.
Lonmin Plc
Annual Report and Accounts 2015
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Governance
in determining what is an appropriate level of remuneration, the Committee will take a number of relevant factors into
account, including (but not limited to) the impact on other existing remuneration arrangements and internal pay relativities;
the candidates current location and role, and their skills, knowledge and experience; the nature of the role they are being
recruited for and the outcomes the individual is expected to deliver; and external market influences generally, including
any competing offers the individual may be considering;
design the package so that high levels of reward must be earned through outperformance, and deliver value to shareholders
that justifies the amount of pay earned: fundamentally, the relationship between pay and performance must create fairness
between the new Director and shareholders; and
ensure that there is fairness between the terms and conditions of employment of the new and existing Directors.
Governance
design the package so that the short- and long-term performance-related remuneration incentivises the individual to
deliver value-creating outcomes, but such that the quantum of pay possible does not create a perverse incentive for the
individual to pursue excessively risky strategies;
02 /
Strategic Report
offer a level and mix of fixed and performance-related remuneration which is sufficiently competitive to attract, retain and
motivate candidates of suitable calibre and experience, but designed with shareholder value at its heart to help reduce
the risk of over-paying. We expect that future Executive Directors will be employed in South Africa, and will be offered
rand-denominated packages. In setting these, the committee will consider pay in London-listed companies and / or
South African or international, mining companies (with whom we compete for senior talent) of equivalent size, complexity
and risk;
01 /
Where promotion to an Executive Director role is from within the Company, any performance-related pay element arising from
their previous role will generally continue on its original terms.
All of the components of pay set out in the policy table would be considered for inclusion in the remuneration package, at levels
up to the maximum values set out in that table.
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
04 /
Financial Statements
In accordance with the table on page 118, we propose that new Non-executive Directors are paid a base fee for their
appointment as a Director and serving on up to two Board Committees, with additional fees being payable in specific
circumstances as explained in the table. In certain cases, equivalent amounts are invoiced by the Directors employing
companies. No sign-on payments are offered to Non-executive Directors.
03 /
Where the appointee has variable remuneration arrangements with a previous employer that will be lost on leaving employment,
the Company will consider offering a sign-on award in compensation for the value foregone, either as an award under an
existing share plan or a bespoke award under the Listing Rules exemption available for this purpose. The face and / or expected
values of the award(s) offered will not materially exceed the value ascribed to the award(s) foregone, and would normally follow
the same vesting timing and form (cash or shares), save that the Committee may award the whole of the value in Lonmin
shares at its discretion. The application of performance conditions would be considered and, where appropriate, the awards
could be made subject to claw-back and / or malus in appropriate circumstances. The Committee would, where practicable,
consult with key institutional shareholders ahead of committing to make any such sign-on awards and a full explanation of any
amounts awarded, an explanation of why this is necessary and a breakdown of the awards to be made would be announced
to the markets at the time of granting.
Annual Bonus The Committee has discretion (1) to invite participants into the bonus programme, and determine the
percentage of their salary which can be earned as a bonus at target and stretch (subject to the plan rules), (2) to design
performance measures and set targets for each financial year to incentivise business outcomes which are aligned with
the strategic imperatives facing, or likely to be facing, the Company and to allocate weightings between these as it judges
appropriate, (3) during each financial year, to amend the design of the Balanced Scorecard where material external
factors render the original design inappropriate or inadvisable, (4) in assessing the formulaic outcomes of the Balanced
Scorecard for the year, to apply its discretion (upwards or downwards) to ensure that the resulting bonus payment is fair
(a) between shareholders and the Executive Directors and (b) between the Executive Directors, (5) in relation to leavers as
provided for in the table set out on page 100, (6) on a change of control of the Company, to determine the amount, or a
minimum amount, of bonus for that year taking into account such factors it considers appropriate, including performance
and time-apportionment, the timing of payment and any additional terms which may apply to such payment, and (7)
whether to settle bonus awards in cash or in shares and / or defer payment. The Committee has a further discretion to
determine whether to apply claw-back to all or part of any award in the circumstances set out in the table on page 100.
ASAP The Committee has similar discretions as under the Annual Bonus in relation to participation, award level,
performance measures, targets and weightings, and amendments to the plan. In addition, the Committee has discretion
(1) to determine the form of awards (whether a conditional allocation, restricted shares or nil-cost option) and, in relation
to options, the exercise period and whether any amount need be paid in order to exercise, (2) in relation to leavers as
provided for in the table set out on page 102, (3) to determine whether awards vest on a restructuring of the Company,
(4) to pay dividend equivalents on vested shares either in cash or in additional shares, and (5) to apply malus adjustments
(or, where relevant, claw-back) to all or part of any award in the circumstances set out in the table on page 102.
LTIP The Committee has discretion (1) to determine who is to participate in the plan and the levels of award to be
made, (2) to set the performance measures and targets, and the weightings between them, to determine the vesting of
awards, (3) in relation to leavers as provided for in the table set out on page 103, (4) on a change of control of the
Company, to determine the level of vesting of awards based on performance and, unless the Committee considers it not
to be appropriate, time apportionment, (5) to pay dividend equivalents on vested shares in cash or shares, (6) in relation
to awards made after the 2014 AGM, to apply malus and / or claw-back to all or part of any award in the circumstances
set out in the table on page 103, and (7) to determine the form of awards (whether a conditional allocation, restricted
shares or options) and, in relation to options, the exercise period and any amount needed to be paid in order to exercise.
Shareholding obligation The Committee may opt to vary the length of the periods within which shareholdings are
acquired, in appropriate circumstances and determine whether bonuses should be paid in shares to assist in meeting
shareholding obligations.
to provide pay (inclusive of Directors fees), contributions to a defined contribution pension arrangement (or a cash
supplement in lieu) and benefits (whether in cash or kind) as specified in the contract, and to reimburse expenses
incurred by the Director in performing their duties;
to give the Director eligibility to participate in discretionary short- and long-term incentive plans;
to provide 25 working days (plus bank / public holidays) paid holiday per annum, or pay in lieu of any accrued but
untaken holiday on termination of employment;
subject to the termination, garden / special leave and suspension provisions of the contract, to provide continued
employment in the role to which the individual has been appointed; and
to terminate the contact only on the expiry of 12 months written notice (save in the event of a repudiatory breach of
contract or in certain other very limited circumstances), or to make a payment in lieu of notice equal to the value of the
base salary, pension contributions and benefits in kind that would have been payable for the period of contractual notice
(subject to exercising the Companys discretion to make phased payments). The treatment of short- and long-term
incentives on termination is dealt with in the next section of this policy report.
Lonmin Plc
Annual Report and Accounts 2015
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Governance
Governance
twelve months notice from the Company this makes the individual a less attractive candidate for a prospective
employer, given the time that will elapse before they could be sure of taking up their new employment, and also provides
the Company with the ability to place a Director joining a competing employer on a lengthy period of garden / special
leave so that the information they possess becomes out of date.
02 /
Strategic Report
six months notice from the Director this means that, where no in-house successor has been identified, the Company
would have time to replace the Executive Director through an orderly external recruitment process, and ideally have a
period of handover; or
01 /
In circumstances where the role is declared redundant or retrenched, the individual may have a legal right to statutory or other
contractual redundancy pay.
Financial Statements
04 /
In cases of poor performance, contractual termination payments may generate undue and potentially excessive reward.
Where appropriate, the Committee will consider terminating employment other than on the terms of the contract (in other
words, unilaterally terminating employment). While the departing executive would be entitled to sue for damages for breach
of contract, such damages would take into account any poor performance, the executives legal duty to mitigate their loss
by finding alternative employment and the early payment of any amounts offered in settlement. As such, this could be to
the Companys benefit. However, by breaching the contract the Company would lose the benefit of the typical restrictive
covenants preventing poaching / solicitation of staff, customers and suppliers, and protecting the Companys know-how and
confidential information. When felt necessary to protect the Companys interests the Committee may approve new contractual
arrangements with departing executives, including (but not limited to) settlement, confidentiality and / or restrictive covenant
agreements. These will be used sparingly and only entered into where the Committee believes that it is necessary, and in the
best interests of the Company and its shareholders to do so.
03 /
The service contracts permit the Company, at its discretion, to decide that payments in lieu of notice may be phased in
instalments over a period of no longer than 12 months and, further, that any payment can be reduced in accordance with the
duty on the part of the executive to mitigate his or her loss.
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
Plan
The Balanced
Scorecard
Bonus Plan (BSC)
Summary dismissal
No discretion will be
exercised in the
participants favour and so
no bonus will be payable.
Footnotes:
1. Except in cases of death-in-service, the Committees policy is not to vest any long-term incentive awards for leavers earlier than their normal vesting
date (unless exceptional circumstances exist).
2.
Where leavers are permitted to retain awards which are subject to performance conditions, those conditions would normally be assessed at the end
of the relevant period(s), and any resulting reward then subject to time-apportionment.
Lonmin Plc
Annual Report and Accounts 2015
/ 109
Governance
Governance
The Companys general approach is to offer fees at levels applicable in the UK market for companies of similar size, complexity
and risk, and which reflect the travel commitment we require of the appointee. No Non-executive Director receives any benefits in
kind, relocation support, pension or performance-related payments.
02 /
Non-executive Directors
The Company seeks to appoint Non-executive Directors with extensive experience at strategic level, most often gained through
operating at board level in relevant businesses, and ideally in a South African operating context. They are required to attend Board
and Committee meetings and other formal sessions both in South Africa and the UK, and to be available to the Chairman of the
Board and other Directors as needed. In addition, they are expected to familiarise themselves with the Companys business and
the context in which it operates, and to maintain their technical skills and knowledge.
Strategic Report
If employment is terminated by the Company the departing Executive Director may have a legal entitlement (under statute or
otherwise) to additional amounts, which would need to be met. In addition, the Committee retains discretion to settle any
other amounts reasonably due to the executive, for example to meet the legal fees incurred by the executive in connection
with the termination of employment, where the Company wishes to enter into a settlement agreement and the individual must
seek independent legal advice. If the Executive Director has relocated to perform their duties, the Committee has discretion to
meet the reasonable costs associated with returning that individual (and where relevant their family) back to their country of
origin and winding up their affairs in the country in which they worked for Lonmin, including meeting the incidental costs
incurred in so doing.
01 /
The basis of payment of fees of Non-executive Directors is set out on page 118.
Any future increase to any of the above fees will not exceed 10% annum. No Non-executive Director receives any performancerelated pay. No amounts due to a Non-executive Director are subject to any recovery or withholding arrangements.
04 /
Non-executive Directors in receipt of fees from the Company are required to build a shareholding with a market value of 1x their
annual base fee within five years of taking office. Should this be achieved but the value then fall below this level, the individual has a
period of three years in which to return to compliance.
Financial Statements
The Company believes that the proposed levels of remuneration should be sufficient to secure the services of individuals with the
skills, knowledge and experience necessary to support and oversee the Executive Directors, and who are likely to be credible to
shareholders in their execution of the Boards approved strategies and operational plans.
03 /
These fees have historically been reviewed biennially, the last such review being in July 2013 and there was no increase to the
base fee at that or any of the three preceding reviews. The review which occurred last year was undertaken to coincide with the
review of Executive Director pay, so that we could propose a policy to shareholders which addressed the pay of every member
of the Board.
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
determine and agree with the Board the Companys executive remuneration strategy and policy;
determine individual remuneration packages and terms of employment within that policy for the Executive Directors, members
of the Executive Committee and twelve other senior executives (collectively known as the Purview Group);
oversee the operation of the Companys incentive schemes, including designing and setting performance measures and
targets for annual bonus and long-term incentive schemes;
make recommendations to the Board on the fees offered to the Non-executive Directors, after taking independent
professional advice;
Discussion
Severance pay
Severance pay for contracts of employees entered into on or after 6 November 2014
was revised to statutory minimum levels.
A new membership policy for the RemCo Purview Group added new criterion for
membership to capture the new management structure.
Awards
The corporate metrics in the FY2014 BSC Plan were discussed, with performance
assessed against personal objectives.
The Committee approved the bonus metrics of the FY2015 BSC Bonus Plan.
The Committee discussed the criteria for assessing a range of return metrics for the
FY2015 LTIP.
The Committee concluded that no BSC bonuses would be paid to the Executive
Directors and management or ASAP awards would be made in FY2015.
The Committee discussed that LTIP awards made to the CEO and CFO in September
2014 had been curtailed from normal levels of granting, given the low strike price and the
dilutive effect of making these awards.
The date on which LTIP and Stay and Prosper awards were normally granted was
moved to November of each year in order to align the performance period with the
Companys financial year.
Lonmin Plc
Annual Report and Accounts 2015
/ 111
Governance
Amendments to the
remuneration policy from
1 February 2015
Amendments to the rules of the BSC, ASAP and LTIP awards came into effect.
Rand-denominated remuneration packages for new hires in South Africa came into effect.
Bonuses earned under the BSC Bonus Plan could be share-settled rather than cash.
An audit in the UK and South African payroll was undertaken by PWC in response to certain
payroll errors that had been identified, further details of which are set out on page 115.
Remuneration of COO
Determining the remuneration package for the incoming COO, Ben Moolman.
The attendance record of the Committee members is included in the table on page 70.
The Committee Chairman presents a summary of material matters to the Board and minutes of Committee meetings are circulated
to all Directors. The Committee reports to shareholders annually in this report and the Committee Chairman attends the AGM to
address any questions arising.
Governance
When considering the fees for Non-executive Directors, the Board consulted with the CEO, the Committee and its Chairman.
When the fees to be offered to the new Chairman of the Board were being considered, the Nomination Committee consulted with
members of the Committee and Board.
02 /
Meetings of the Committee commence with the members holding a private session. In FY2015 meetings were attended by the
CEO, the CFO, the EVP Human Resources, the Head of Reward, the Head of Group Finance, the Company Secretary (who acts
as secretary to the Committee), the Executive Manager Group Finance (two meetings) and representatives of Hay Group
Management Limited, none of whom do so as of right and who do not attend when their own remuneration is being discussed,
all of whom provide material assistance to the Committee.
Strategic Report
Discussion
01 /
Area
None
General advice on
remuneration matters
Advice on UK market
practice and UK
shareholder perspectives
32,053
KPMG LLP
Appointed by Jim
Sutcliffe, as Chairman
of the Committee
Appointed by Rob
Bellhouse, as prior
Company Secretary
for the Company
Independent
measurement of
performance conditions
5,300
Herbert Smith
Freehills LLP
Appointed by Rob
Bellhouse, as prior
Company Secretary
for the Company
www.lonmin.com
FRS2 valuations of
share schemes and
Charged on a time / cost
certain minor financial
basis
evaluation tasks
General UK and EU
legal advice
Shareholder Information
R124,717
General advice on
remuneration matters
Charged on a time / cost
Advice on SA market
basis
practice and SA
shareholder perspectives
05 /
A Deeper Look
Appointed by Rob
Bellhouse, as prior
Company Secretary
for the Company
04 /
Financial Statements
03 /
Advisor
(%)
160
120
80
40
0
Sept
2008
Sept
2009
Sept
2010
JSE Platinum
Sept
2011
Sept
2012
Sept
2013
Sept
2014
Sept
2015
Lonmin (JSE)
Lonmin (LSE)
Footnote:
1. In accordance with the Regulations, the chart assumes that dividends and other distributions were reinvested on the date that these became receivable,
and that any liabilities (for example, funding the subscription price for a rights issue) were met through a tail swallow at the point immediately before that
liability fell due.
The pay of the CEO for each of those financial years was:
Year
FY2009
FY2010
FY2011
FY2012
FY2013
FY2014
FY2015
1,517,387
n/a
n/a
855,805
63,847
n/a
n/a
995,729
703,167
n/a
n/a
565,387
n/a
n/a
579,758
Total 4
1,834,335
1,517,387
919,652
1,698,896
565,387
579,758
39%
n/a
n/a
0%
37%
n/a
n/a
77%
72%
n/a
n/a
0%
n/a
n/a
0%
8%
n/a
n/a
0%
n/a
n/a
n/a
0%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
1,601,502
Footnotes:
1. Historic data for Ian Farmer is taken from the remuneration reports for the relevant years, but recast on the basis for the single figure prescribed in the
Regulations. His FY2012 CEO remuneration is for a period of 11 months, after which he ceased to act in that capacity as a result of serious ill-health.
2.
Historic data for Simon Scott is taken from the remuneration reports for the relevant years, but recast on the basis for the single figure prescribed in the
Regulations. FY2012 relates to 1 month serving as Acting CEO, and FY2013 relates to 9 months serving in that capacity.
3.
Ben Magara served as CEO for the 3 months commencing 1 July 2013.
4.
For ease of comparison, an aggregate of pay to the Director undertaking the role of the CEO in each year is included.
5.
Simon Scott joined the Company and Board in September 2010. As our long-term incentives have three-year vesting periods, only one tranche of awards
reached their vesting date during the period covered by the table. Although Mr Scott had ceased to serve as Acting CEO prior to that date, the outcome is
included for completeness.
6.
Ben Magara joined the Company and Board in July 2013 and no long-term incentive awards have reached their vesting dates.
Lonmin Plc
Annual Report and Accounts 2015
/ 113
Governance
LTIP this long-term incentive plan is used to drive performance over the longer term (measured over three-year periods with
vesting in three equal tranches on the third, fourth and fifth anniversaries of the date of grant) and to create a clear alignment
between executives and shareholders interests. The measures we have chosen to use generally reflect shareholders
experience, including the impact of PGM prices and foreign exchange, as well as the payment of dividends.
At stretch
Calculated
outcome
Actual
paid
70
60
60
60
80
80
80
80
80
80
80
105
90
90
90
120
120
120
120
120
120
120
24.2
49.7
8
37.1
65.2
74
43
46.3
85.8
27.8
39.5
24.2
49.7
8
37.1
65.2
74
43
46.3
85.8
0
0
Year of
grant / vesting
2004/2007
2005/2008
2006/2009
2007/2010
2008/2011
2009/2012
2010/2013
2011/2014
2012/2015
Performance
condition
%
vesting
RTSR only
RTSR only
RTSR + EBIT
RTSR + EBIT
RTSR + EBIT
RTSR + Share Price
RTSR x 3y BSC
RTSR x 3y BSC
RTSR + CROIC
66%
38%
31%
0%
0%
0%
0%
0%
0%
Financial Statements
At target
03 /
FY2005
FY2006
FY2007
FY2008
FY2009
FY2010
FY2011
FY2012
FY2013
FY2014
FY2015
Governance
The Company has not delivered value for shareholders for a number of years. While this is unsatisfactory, there is a clear
correlation between performance and pay:
02 /
BSC bonus plan this short-term incentive plan is used to incentivise operational actions and outcomes, because these are
under managements control or influence. As a single commodity, single site business, Lonmins financial outcomes are highly
influenced by PGM prices and foreign exchange. However, we design the bonus plan to limit the impact of these external and
non-controllable effects.
Strategic Report
01 /
The Committees goal is to design and implement remuneration arrangements which ensure that performance and pay are linked.
Any formulaic approach has the potential to deliver inappropriate outcomes and the Committee therefore generally has discretion
to adjust those mathematical results where it sees fit. While pay must be justified by performance, it is equally fair that where
performance falls short, there is no payment. We believe that our track record illustrates this. We operate short- and long-term
incentive arrangements:
04 /
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
Year ended
30 September
2014
($m)
561
0.7
0.4
543
2
1
18
(1.3)
(0.6)
136
93
43
Item
Difference
($m)
The apparent year-on-year reduction in the remuneration costs of Group employees results from two main causes; (a) the five
month long strike in 2014 during which striking employees (being the vast majority of the workforce) were not paid and (b) the
effects of converting into US dollars the remuneration that was paid in the year, which was overwhelmingly dominantly in rands.
The year average exchange rate is calculated using the daily exchange rates from the SAP currency table.
There were no dividends declared or paid in the year, and no share buy-backs were undertaken.
Capital expenditure has been included in the table as the board must choose whether to distribute profits and cash-flows by way
of dividend, or reinvest these in developing our assets to maintain or improve the operational health of the Company. In any mining
business a minimum level of sustaining capex is essential and may on occasion preclude the payment of dividends. All of these
amounts are presented as shown in the Companys audited financial statements.
Directors remuneration in FY2016
As much as 70% of the total reward offered to Executive Directors is subject to meeting performance conditions:
BSC Bonus and ASAP at its November 2015 meeting the Committee approved the Balanced Scorecard design for FY2016.
English law makes any definitive statements in this policy report binding on the Company for the duration of the policy, and
does not permit any variation without shareholder approval. The Committee therefore does not believe that it is in shareholders
interests to state the design of the FY2016 BSC Bonus within this report. However, a summary of the measures and weightings
to be used has been made available on the Companys website, but does not form part of this remuneration report. In the
opinion of the Directors, the targets set for the performance measures are commercially sensitive or could, if made public,
cause regulatory complications for the Company. As permitted by the Regulations, those targets are not being disclosed in
advance but in line with our practice over many years there will be full retrospective disclosure in the 2016 Annual Report.
LTIP the performance measures and their weightings are set out in the policy table for Executive Directors on page 103.
LTIPs will vest in three equal tranches on the third, fourth and fifth anniversaries of the date of grant.
Lonmin Plc
Annual Report and Accounts 2015
/ 115
Governance
Total
Calculation
note(s)
FY2014
FY2015
FY2014
FY2015
FY2014
FY2015
FY2014
FY2015
2, 7, 9
462,150
10,807
462,150
25,178
334,650
16,101
334,650
25,304
n/a
n/a
49,937
4,211
796,800
26,908
846,737
54,693
92,430
92,430
66,930
66,930
n/a
8,274
159,360
167,634
565,387
579,758
417,681
426,884
n/a
62,422
983,068 1,069,064
43,015
n/a
n/a
n/a
Sub-total
43,015
n/a
565,387
579,758
417,681
469,899
n/a
62,422
Total
983,068 1,112,079
Governance
02 /
Performance-related pay ()
Money / assets received or receivable for the year
Short-term incentives
4
Other incentives
5
Long-term
incentives
6, 10, 11
Strategic Report
Sub-total
Ben Moolman 1
01 /
Fixed pay ()
Salary & fees
Taxable benefits
Pension-related
benefits
Simon Scott 8
This table and the associated footnotes have been subject to audit by KPMG LLP.
Taxable benefits is the gross value of all benefits, whether provided in cash or kind, that are (or would if provided in the UK, have been) chargeable to UK
income tax. These comprise the cash-settled car allowance, private medical insurance, (where the costs are borne by the employer) advice and support in
relation to cross-border tax and exchange control obligations and access to independent professional advice. No individual component of taxable benefits
paid in FY2015 is felt to create a significant cost.
As noted on page 99, the Company provides a contractual life assurance benefit of four times salary to Ben Magara, Simon Scott and Ben Moolman.
While this is a benefit, there is no liability to income tax in accordance with the exemption under s.307 Income Tax (Earnings and Pensions) Act 2003 and
has therefore not been included in the taxable benefit calculation.
Pension is shown as the amounts paid by the employer to defined contribution plans or salary supplement provided in lieu of such contributions.
Bonus is stated for the financial year in respect of which it is earned. Please see the section titled BSC Bonus Plan below for details of the assessment
of the FY2015 bonus plan.
5.
7.
For the period of 1 July 2013 to 30 September 2014, Mr Magara had been underpaid private healthcare totalling R20,720.79. In addition, for the period of
1 October 2014 to 28 February 2015, healthcare had not been included as part of Mr Magaras benefits, resulting in an additional cost paid by Mr Magara
amounting to R40,978.00.
These amounts owed to Mr Magara were rectified via the South African payroll in March 2015, being set off against claw-back for surplus pension
contributions paid by Mr Magara in FY2014.
8.
For the period of 1 September 2012 to 28 February 2015, Mr Scott had been underpaid private healthcare totalling R191,908.00. This amount owed to
Mr Scott was rectified via the South African payroll in August 2015.
9.
Mr Moolman has waived his right to healthcare under his employment contract.
A Deeper Look
6.
04 /
3.
4.
Financial Statements
2.
03 /
Footnotes:
1. FY2015 data for Mr Moolman is from 25 June 2015, the date he was appointed an Executive Director. Mr Moolman is paid in rand (annual basic salary
for FY2015 is R3,696,000, pro rata from 25 June 2015 R985,600). His pro rata salary has been converted to s using the monthly exchange rate
(calculated using the daily exchange rate from the SAP currency table).
10. The second tranche of Mr Magaras Recruitment Award was due to vest on 31.05.15. However, this has been deferred. For further details please see
page 121.
11. Mr Scotts Special Award was due to vest on 07.11.15. However, this has been deferred as the Company will be in a close period during this time.
05 /
Shareholder Information
Base salary base salaries for the three Executive Directors in FY2015 were 462,150 for Ben Magara, 334,650 for Simon
Scott and 49,937 for Ben Moolman. Ben Moolmans salary was calculated from 25 June 2015, the date he was appointed an
Executive Director, and has been converted from Rands into Sterling using the average monthly exchange rate from the SAP
currency table, which is in turn populated with the various exchange rates carried in SAP from Reuters every evening. All directors
waived their entitlement to an increase on 1 October 2015 and their salaries remain unchanged.
www.lonmin.com
Strategic element
% of bonus
opportunity on
offer for target
performance
Formulaic
outcome for
the year
(% of bonus
opportunity)
Target
performance
Actual
performance
5%
improvement
to 3.33
62%
decrease
to 5.41 with
3 fatalities
15.0
0.0
39%
35%
2.5
0.0
6.3%
6.0
2.5
2.1
Metric
Percentage improvement
on FY2014 LTIFR with
multiplier (0 = 2x, 1 = 1x,
2 = 0.5x, 3 = 0.25x,
4 or more = 0x and
no payment)
Subjective assessment of
progress of various projects
5.0
5.0
Substantive assessment of
progress of various initiatives
10.0
10.0
750,000
760,000
10.0
15.0
2,568,000
2,627,000
5.0
6.1
Operational: Productivity
5.8
5.0
0.0
83.70%
87.2%
5.0
7.5
R10200
R10,339
10.0
8.8
$13m
$(170m)
10.0
0.0
80
54.5
20
100
54.5
Total
Footnotes:
1. We incentivise production rather than sales to eliminate the impact that would otherwise result from stocks of finished metals held at year ends.
2.
Subject to an underpin in respect of the maintenance of Merensky ore reserves ready for mining.
Despite the best efforts of the Executive Directors, the challenging conditions meant that the outcomes for shareholders were
disappointing. The Executive Directors therefore proposed and the Committee agreed that the payment of a bonus (or the
corresponding grant of an ASAP award) could not be justified. The Committee therefore applied its discretion to the formulaic outcome
and reduced the overall result to zero. As no BSC bonus was awarded, no ASAP award will be made to the Executive Directors.
Lonmin Plc
Annual Report and Accounts 2015
/ 117
Governance
The CROIC performance, averaged over three financial years. This measures net operating profit after tax (eliminating
the impact of depreciation and impairment) compared to invested capital; and
Relative TSR measured over a three-year period. This metric has always been used by Lonmin as a performance
condition, ensuring that executive remuneration reflects actual returns delivered to shareholders. The relative nature
of this test creates an objective metric of long-term value delivery to shareholders which is largely independent of the
short-term variability introduced into reported results by volatile metal prices and exchange rates (particularly between
the South African rand and the US Dollar).
CROIC Factor
0x
0.2 x
0.5 x
0.7 x
13% or more
1x
RTSR Factor
0x
0.2 x
Median TSR
0.5 x
0.7 x
1x
RTSR is assessed independently using data normalised into US Dollars, sourced from Datastream or other independent
providers and our model deliberately emphasises this factor even with a CROIC performance of 13% or more over three
consecutive years, if we delivered less than median RTSR then only 50% of the award would vest.
A Deeper Look
The CROIC Factor and RTSR Factor are added together and, as maximum is (1.0 + 1.0) = 2.0, the result is then divided by 2
04 /
Financial Statements
03 /
Governance
The matrix below illustrates the vesting outcomes (as a percentage of the face value of the award, with full interpolation
between the points shown) for LTIP awards:
02 /
Strategic Report
01 /
05 /
Shareholder Information
www.lonmin.com
Aquarius Platinum
Aquarius Platinum
Impala Platinum
Impala Platinum
Northam Platinum
Northam Platinum
Small peer groups of similar businesses can lead to perverse outcomes where results are tightly clustered. If a ranking
approach is used, small differences in RTSR can lead to large differences in rank. To avoid this risk, we compare Lonmins
TSR performance to the median of the group and calculate our relative performance, expressed as a % pa differential.
(b) Other earnings of Executive Directors
There are no paid external appointments held by any of the Executive Directors.
(c) Awards in FY2015
While the second tranche of Ben Magaras Recruitment Award was due to vest on 31 May 2015, this has been deferred.
In addition, Simon Scotts Special Award which was due to vest on 7 November 2015 has been deferred as the Company
is in a close period.
Non-executive Directors
Our Non-executive Directors are currently paid at levels we believe to be market median for a comparable London-listed company,
while reflecting the international travel commitment expected. The basis of the fees is stated in the policy on page 109, but is
essentially a base fee plus additional fees for Committee service or Chairmanship. The fees of Non-executive Directors were
reduced with the adoption of the new policy at the Companys AGM in January 2015.
Basis of the fees for each Non-executive Director under the existing remuneration policy
The basis of the fees is essentially a base fee plus additional fees for Committee service and chairmanship of a Committee.
Fee payable to Directors
Any additional fees payable for any other duties to the Company Other items in the nature of remuneration
Lonmin Plc
Annual Report and Accounts 2015
/ 119
Governance
Director
Note(s)
Jonathan Leslie
Jim Sutcliffe
Member
4
5
6
2, 7
10
11
11
Member
Member
Member
Member
Chairman of
Committee
Member
Chairman of
Committee
Member
Chairman of
Committee
Chairman of
Committee
Member
Member
Member
Member
Member
SET
Member
Member
Member
2
3
212,500
82,500
130,245
87,500
73,333
80,000
99,166
107,500
58,109
n/a
2
1
0
4
44,583
34,185
31,685
28,333
n/a
n/a
n/a
n/a
n/a
n/a
85,000
153,126
23,887
45,509
664,394
712,767
This table and the associated footnotes have been subject to audit by KPMG LLP.
Governance
Member
Member
SHE
02 /
Varda Shine
Remuneration
Total
for
FY2014
Strategic Report
Chairman of
Committee
Nomination
Total
for
FY2015
01 /
Total
number of
Committees
Footnotes:
1. The existing remuneration policy became effective on 1 February 2015. The fee totals for FY2015 are therefore calculated based on the existing
remuneration policy and the old remuneration policy, the basis of calculation for which can be found on page 108 of the Companys 2014 annual report.
3.
From 16 February 2015, the date of her appointment as a Director, Ms Shines incurred fees for FY2015 is 37,307. Ms Shine received an upfront fee of
55,000 per annum for acting as a Director and serving as a member of up to two Board Committees. She was appointed as a member of the Audit &
Risk, Nomination and Remuneration Committees on 16 February 2015. As she serves on three Board Committees, she also receives an additional fee
of 5,000 per annum, paid monthly in arrears.
4.
Ms Mahanyele retired as a Non-executive Director and ceased to be a member of the SHE and SET Committees on 30 June 2015.
5.
Mr Nagle retired as a Non-executive Director and ceased to be a member of the SHE Committee on 8 May 2015.
6.
7.
As Ms Segundo retired prior to the existing remuneration policy becoming effective, her fees are calculated based on the old remuneration policy.
8.
Mr Beamish was appointed as a Director on 1 November 2013 and was appointed as Chairman of the Company on 1 May 2014.
9.
Mr Seedat provided ad hoc consultancy services to the Company under a separate consultancy agreement. His payments in rand pursuant to this
agreement have been converted into s using the average ZAR:GBP exchange rate for FY2015 of 1 = R18.55087 (FY2014: R17.4825).
Financial Statements
Ms Segundo retired as a Non-executive Director and ceased to be a member of the Audit & Risk, Nomination, Remuneration and SHE Committees on
29 January 2015.
03 /
2.
Item
Year on Year
change group
employees
(%)
0%
133%
0%
26.4%
30.4%
6.2%
www.lonmin.com
Shareholder Information
Footnote:
1. The year-on-year comparator relates to all employees of the Group (as required by the Regulations) and is on a per capita basis, and is expressed in local
currency terms.
05 /
Base salary
Taxable benefits
Short term incentives
Year on Year
change
CEO
(%)
A Deeper Look
04 /
Lonmin Plc
Annual Report and Accounts 2015
/ 121
Governance
Date of
Grant
As at
30.09.14
Granted
Vested
and
released
Lapsed
As at
30.09.15
Exercise
period
(ASAP) or
vesting
date (other
awards)
Percentage
of interests
receivable if
minimum
Face
perforvalue of
mance
3
award achieved
10.07.13
(a)
31.05.16
130,302
130,302
10.07.16
359,998
1%
LTIP
27.09.13
(a)
30.06.16
227,502
227,502
27.09.16
674,998
1%
29.09.14
(a)
31.07.17
227,502
227,502
29.09.17
507,250
1%
10.07.13
(b)
n/a
86,868
86,868
Dates to 31.05.16
239,998
n/a
09.12.13
(b)
n/a
31,637
100,745
n/a
703,811
703,811
30.06.16
31.07.17
n/a
n/a
n/a
30.09.15
109,824
109,824
24,778
44,171
126,540
254,570
109,824
27.09.16
109,824
29.09.17
24,778 12.12.14 to 12.12.21
44,171 15.01.16 to 15.01.23
26,540 09.12.16 to 09.12.23
254,570
07.11.15
669,707
669,707
31.07.17
n/a
48,357
5,406
48,357
5,406
LTIP
Recruitment
ASAP
(a)
(a)
(b)
(b)
(b)
(c)
29.09.14
09.12.14
(a)
(b)
325,848
244,869
135,025
130,309
402,954
814,624
1%
1%
n/a
n/a
n/a
100%
2,053,629
48,357
29.09.17
5,406 09.12.17 to 19.12.24
107,819
9,831
53,763
117,650
Governance
Ben Moolman
LTIP
ASAP
27.09.13
29.09.14
12.12.11
15.01.13
09.12.13
07.11.12
1,034,997
02 /
Simon Scott
LTIP
LTIP
ASAP
ASAP
ASAP
Special 6
Strategic Report
Ben Magara 4
LTIP
01 /
Type of interest
and basis of award 1
Date to
which
performance
condition
measured
1%
n/a
03 /
2.
Average of the corporate element of the BSC of three financial years and RTSR compared to PGM peers over same three year period;
(b) No performance condition other than continued service during three vesting period (see page 102);
(c)
3.
Financial Statements
Footnotes:
1. Key to plans: LTIP = Nil cost restricted share awards granted under the Long-Term Incentive Plan which vest on the third anniversary of the date of grant
(see page 103); ASAP = nil cost options granted under the Annual Share Award Plan which vest on the third anniversary of grant and may then be
exercised until the tenth anniversary of grant, at the recipients discretion (see page 102); Recruitment and Special = one-off nil-cost restricted share
awards to acquire market-purchased shares, in each case made pursuant to LR 9.4.2R (see page 104).
Average of corporate element of BSC of three financial years and average of personal performance measured in the BSC over same three year period.
Plan
Date range
03/08/2011
27/09/2013
29/09/2014
12/12/2011
15/01/2013
09/12/2013
07/11/2012
10/07/2013
09/12/2014
LTIP
LTIP
LTIP
ASAP
ASAP
ASAP
Special Award
Recruitment Award
ASAP
Price ()
7.7423
2.967
2.22965
5.4494
2.9501
3.1844
3.2
2.7628
1.8187
Mr Magaras Recruitment Award is subject to vesting in three equal tranches on 31.05.14, 31.05.15 and 31.05.16. The total face value of the award
was 359,998 and the first tranche (being 43,434) vested on 31.05.14. Whilst the second tranche of this award was due to vest on 31.05.15, this has
been deferred.
6.
Mr Scotts Special Award was made partly in lieu of an LTIP award, and in recognition of the exceptional circumstances of 2012. Whilst the Special Award
is due to vest on 07.11.15, this has been deferred as the Company will be in a close period during this time.
7.
Subject to the Remuneration Committees discretion, dividend equivalents may be payable when LTIP awards vest. Neither dividends nor dividend
equivalents are payable in respect of ASAP options.
www.lonmin.com
Shareholder Information
5.
05 /
4.
A Deeper Look
Date of Grant
04 /
Face value has been calculated using a strike price adjusted for the 2012 Rights Issue where relevant. The strike prices were calculated using the average
of the closing mid-market share price of Lonmin shares trading on the LSE during the following periods (the price below is adjusted for 2012 Rights Issue,
where relevant):
Obligation (multiple of
salary / NED base fee)
Obligation to be
met on or before
Achievement at
30 September (or earlier
date of retirement)
Current Directors
Brian Beamish
Len Konar
Jonathan Leslie
Jim Sutcliffe
Varda Shine 1
Ben Magara
Ben Moolman
Simon Scott
100%
100%
100%
100%
100%
300%
200%
200%
31 January 2013
18 February 2013
06 March 2014
01 November 2018
31 January 2016
18 February 2016
06 March 2017
01 July 2018
25 June 2020
27 September 2015
2.3%
4.2%
4.3%
4.9%
1.9%
1.4%
2.5%
Former Directors
Karen de Segundo 2
100%
n/a
18.8%
Director
This table and associated footnotes have been subject to audit by KPMG LLP.
Footnotes:
1. Appointed 16 February 2015.
2.
Position stated as at 29 January 2015, date of retirement from the Board when the shares closed at 161p.
Lonmin Plc
Annual Report and Accounts 2015
/ 123
Governance
Director
Scheme interests:
Options and awards over shares2
Subject to
performance
conditions
Not subject to
performance
conditions
Total
357,804
24,179
109,824
389,441
29,584
535,105
747,245
53,763
644,929
Former Directors
Karen de Segundo 4
5,852
Governance
30,000
14,200
14,576
53,644
18,272
51,183
16,701
02 /
Current Directors
Brian Beamish
Len Konar
Jonathan Leslie
Ben Magara
Ben Moolman
Simon Scott
Varda Shine 3
Jim Sutcliffe
Strategic Report
Shares 1
01 /
The interests of the Directors who served during FY2015 at the end of that year (or earlier date of retirement as a Director) in the
shares of the Company are as follows:
Footnotes:
1. Shares includes any owned by connected persons.
Scheme interests comprise awards over shares (being the LTIP, Special Award and Recruitment Award) and options (the ASAP). Please refer to page 121
for further details.
Appointed on 16 February 2015.
Retired on 29 January 2015.
5.
Please refer to the section above titled scheme interests awarded in FY2015 and held by Directors for full details of scheme interests and of any awards
vesting, exercised or lapsing in the year.
6.
There have been no changes in the Directors interests in the Companys shares from 30 September 2015 to the date of this report.
Financial Statements
3.
4.
03 /
2.
04 /
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
Resolution
Remuneration policy
Remuneration report
405,992,661 93.01%
435,365,887 99.87%
30,501,242
568,588
6.99%
0.13%
Proportion of
share capital voting
Shares on which
votes were withheld
74.77%
74.67%
1,404,873
1,954,173
The Committee has reviewed the voting results and while it did not believe that a significant percentage of votes were cast against
the resolution, was concerned that it had not received more fulsome support. Discussions took place with investors both prior
to and after the AGM and of feedback received, certain investors indicated a preference for all executive directors to receive
rand-denominated remuneration packages. However, the Committee felt that in the case of the current CEO and CFO, it was an
unreasonable request to make as they had been recruited on the basis of a sterling-denominated UK remuneration package.
The Committee felt that shareholders views had been sought in a methodical way and considered at length by them. No major
shareholder could claim credibly that their views had not been listened to, and changes had demonstrably been made to the pay
policy for the executive directors. In light of shareholder feedback, the policy was amended ahead of the 2015 AGM to state that
(i) future South African based hires would be remunerated in rands at prevailing local levels and (ii) in reviewing the pay of the
current executive directors the committee would consider both UK and South African benchmarking data.
For and on behalf of the Remuneration Committee.
Jim Sutcliffe
Chairman
Lonmin Plc
Annual Report and Accounts 2015
Financial Statements
126 Independent Auditors Report to the Members
of Lonmin Plc only
130 Responsibility Statement of the Directors in
Respect of the Annual Report and Accounts
131 Consolidated Income Statement
131 Consolidated Statement of Comprehensive Income
132 Consolidated Statement of Financial Position
133 Consolidated Statement of Changes in Equity
134 Consolidated Statement of Cash Flows
135 Notes to the Accounts
178 Lonmin Plc Company Balance Sheet
179 Notes to the Company Accounts
/ 125
Financial
Statements
03 /
Financial Statements
www.lonmin.com
the financial statements give a true and fair view of the state of the Groups and of the parent companys affairs as at
30 September 2015 and of the Groups loss for the year then ended;
the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards
as adopted by the European Union;
the parent company financial statements have been properly prepared in accordance with UK Accounting Standards; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards
the Group financial statements, Article 4 of the IAS Regulation.
The risk: The accounts are prepared on a going concern basis. The rising cost base of the Groups operations in South Africa
and the continued fall in PGM prices have had a negative effect on the Groups results and cashflows. At 30 September 2015
the Group had net debt of $185 million including borrowings of $505 million with $40 million of undrawn committed facilities
which are due to expire in May and June 2016.
The Board and executive management have undertaken a review of the Group's business and capital structure which
included the development of a Business Plan. The Business Plan includes a restructuring of the business that incorporates
shaft closures and redundancies. The Business Plan contains cash flows that contain key inputs, specifically PGM prices and
exchange rates, which are volatile, outside the control of management thereby requiring judgement in their selection, which
could have a significant impact on future forecast cash flows.
In reviewing the Groups capital structure, as detailed in Note 32, the Company entered into an agreement with J.P Morgan
Securities plc, HSBC Bank plc and The Standard Bank of South Africa Limited to fully underwrite approximately $407 million
of the planned Rights Issue (before issuance costs and other charges). In conjunction with the planned Rights Issue, the
Company has negotiated certain amendments to the terms of the Groups existing debt facilities which are detailed in Note 32.
The Amended Facilities will only come into effect if a Resolution approving the planned Rights Issue to be held at a General
Meeting on 19 November 2015 is passed by the Companys shareholders and $350 million of net cash proceeds are received.
If shareholder approval of the planned Rights Issue is not obtained and the banking facilities are not renewed there is a
significant risk that the Group will be unable to meet its liabilities as they fall due.
The financial statements explain how the Directors have formed their judgement that there is a reasonable expectation that
the going concern basis is appropriate in preparing the financial statements of the Company and the Group, however the Directors
have concluded that the shareholder approval of the planned Rights Issue represented a material uncertainty that may cast
significant doubt regarding the Groups ability to continue as a going concern. As this assessment involves consideration of future
events there is a risk that the judgement is inappropriate and also that the required disclosure is inappropriate or insufficient.
Our response: Our audit procedures included performing detailed testing of managements cash flow models over the two year
period from 30 September 2015. We agreed key inputs in the model to internally and externally derived sources. Key assumptions
include PGM pricing, foreign exchange rates, capital and operating costs including production efficiencies and working capital
assumptions. For these key inputs we critically assessed the reasonableness by reference to external data and forecasts,
along with reports from the Groups external consultants.
Lonmin Plc
Annual Report and Accounts 2015
/ 127
Financial Statements
Our findings: We found the Directors had made balanced judgements in concluding that, although there is a material uncertainty
which may cast significant doubt on the Groups and the Companys ability to continue as a going concern, it is appropriate to use
the going concern basis of accounting. We found the Groups disclosures to be proportionate in their description of the material
uncertainty which may cast significant doubt on the Groups and companys ability to continue as a going concern. Accordingly
in the section above, without modifying our opinion on the financial statements, we have included an emphasis of matter.
05 /
Shareholder Information
www.lonmin.com
A Deeper Look
The risk: The Group has an amount due to it from a subsidiary of Shanduka Resources (Proprietary) Limited amounting to
$409 million at 30 September 2015. A further provision was recognised against this amount during the 2015 year of $227 million
leaving a new carrying value of $102 million. The amount due is secured by shares in the Shanduka subsidiary, whose only
asset of value is its ultimate shareholding in Incwala Resources (Proprietary) Limited (Incwala) but ring fenced from the rest
of the Shanduka Group. The majority of the amount due was provided to the Shanduka subsidiary in 2010 so that it could
acquire 50.03% of Incwala, which has interests in the Groups subsidiaries, and provides the Group with its Black Economic
Empowerment (BEE) credits. Due to a decline in the performance and outlook of the PGM industry, subsidiaries of the Group
have not been paying the quantum of dividends that were expected when the financing was first put in place, which was to
be one source of income from which the Shanduka subsidiary could make repayments of the amounts due. The value of the
collateral has also fallen significantly in recent times. Given the above factors, there is a risk that, with no obligation on the
wider Shanduka Group to support it, the Shanduka subsidiary may not repay the amount.
04 /
Our findings: We found that the Groups discounted cash flow forecast for Marikana, when all factors are considered, to be
mildly optimistic largely due to assumptions for PGM prices. We found the judgements made by the Directors regarding the
valuation of Limpopo and Akanani to be balanced. We found the Groups disclosures to be proportionate in their description
of the assumptions and estimates made by the Group and the sensitivity to changes thereon.
Financial Statements
03 /
Our response: Audit procedures included detailed testing of the Directors impairment assessment for each CGU performed
at year-end. For the Marikana and Akanani CGUs, we obtained the discounted cash flow models which are detailed and complex.
We verified that the cashflows appropriately reflected the restructurings based on their committed status at the year-end and
performed procedures over the accuracy of the calculation of the recoverable amount. Certain of the key inputs, specifically
mineral reserves, exchange rates, inflation, PGM prices, capital and operating costs including production efficiencies, and the
discount rate require significant estimation and judgement in their selection. For these key inputs we critically assessed their
reasonableness by reference to external data and forecasts, along with reports from the Groups external consultants and
mineral reserve reports. We assessed these experts competency, capability and objectivity as well as reviewing their scope
of work and procedures performed. We examined the Groups plans that lead to modelling assumptions over productivity
increases around PGM recovery factors and mining labour efficiencies and ran relevant sensitivities. We utilised our own
KPMG corporate finance, restructuring, IT modelling, and engineering specialists, to the extent necessary, in performing our
work to challenge managements models. We benchmarked valuations against the market capitalisation, recent corporate
PGM transactions and broker reports. For the Limpopo CGU, we obtained managements calculation on the recoverable
amount which is based on recent publicly available PGM resource multiples discounted to reflect the inherent risk within the
asset. We recalculated the resource multiples applied and vouched data used to external sources. We considered the
discount applied by reference to our understanding of the asset and the market. We considered the adequacy of the Groups
disclosures in respect of impairment testing, impairments recognised and whether disclosures about the sensitivity of the
outcome of the impairment assessment to changes in key assumptions properly reflected the risks inherent in the valuations.
Governance
02 /
The risk: The Groups three Cash Generating Units (CGUs) are Marikana, Akanani and Limpopo. The Companys share price
has significantly reduced during the year ended 30 September 2015 and the market capitalisation remains below the share
of net assets attributable to shareholders of the Company. The PGM industry has experienced rising costs, and subdued
demand resulting in a depressed pricing environment. The Board and executive management have undertaken a review of the
Group's business and capital structure which included the development of a Business Plan. The Business Plan includes a
restructuring of the business that incorporates shaft closures and redundancies. As such there is a significant risk that carrying
value of Groups non-financial assets related to Marikana, Akanani and Limpopo CGUs need to be impaired.
Strategic Report
01 /
We obtained copies of the Banks waiver of the September 2015 covenant test under the existing banking facilities, final signed
copies of the Underwriting agreements of the planned Rights Issue and of the agreements to the Amended Facilities. Under the
Amended Facilities, we checked the Groups calculations which indicated that the forecasts involved no breaches of the
proposed covenants. We reviewed sensitivity analysis of the cash flow forecasts, and resulting covenant tests, to a number
of variable factors. We considered the adequacy of the Groups disclosures in respect of going concern.
Our response: Audit procedures included KPMG specialists assessing information as to the Shanduka Groups past and
current actions regarding its BEE investments and its ability and likely actions to fund repayment or not. We considered the
value of the collateral by reference to the underlying values of the assets, and the consolidated net liabilities of Incwala.
Given those assets held by Incwala include Marikana and Akanani, we have made use of the audit work we performed on
impairment of those CGUs above. We also considered the adequacy of the Groups disclosures with regards to impairment
testing for financial assets, and whether disclosures about the sensitivity of the value of the collateral to changes in key
assumptions properly reflected the risks inherent in the valuations.
Our findings: We found the resulting estimate of the recoverable amount to be mildly optimistic and that the Groups
disclosures with regards to the impairment testing for the HDSA receivable to be proportionate in their description of the
assumptions and estimates made by the Group concerning the value of its underlying collateral.
The risk: Metal inventory is held in a wide variety of forms across the mining and refinement processes, and prior to production
as a final metal, is always contained in a carrier material. It is not possible to determine the exact metal content contained in
a carrier material until the refinement process is complete. As such physical quantities of metal inventory are determined by
sampling, and assays are taken to determine the metal content and how this is split by type of metal. The accuracy of these
samples and assays can vary quite significantly, and as such the quantum of metal inventory requires a significant amount of
estimation and management judgement in its determination. In relation to the net realisable value (NRV) of the inventory
quantity, the PGM industry has experienced rising costs, and subdued demand resulting in a depressed pricing environment.
Since inventory is carried at the lower of cost and NRV, these risks are significant to the carrying value.
Our response: Audit procedures included attendance at year-end physical stock counts for all significant locations, where the
Group engaged independent metallurgists to assist with the assessment of sampling methodologies used and the adherence
to appropriate stock count processes. We considered the competence of the metallurgists, the results of their report, and
sought to understand and corroborate the reasons for significant or unusual movements in inventory quantities between the
accounting records and the results of the sampling and assays performed as part of the year-end physical stock counts.
We also considered the reasonableness of the downward adjustment to stock quantities that are not yet in a final refined state
to recognise the estimation uncertainty inherent in the sampling and assays and the fact that not all of the material will eventually
be recovered as refined metal. We assessed this by reference to historical experience of the Company and asked the independent
metallurgists to calculate an average percentage sampling or calculation error at each stage of the production process.
We also obtained the NRV calculations, agreed stock quantities in those calculations to the accounting records, and tested
prices by reference to externally available data in the market. We also considered the adequacy of the Groups disclosures
about the metal inventory.
Our findings: We found that we had no concerns concerning the independent metallurgists competence. The physical quantities
of inventory were in line with the independent metallurgists findings and that the assumptions used to estimate the loss of
metal at each stage of the production process to be balanced. We found no errors in the net realisable value calculation.
We found the Groups disclosures concerning inventory estimates and valuation to be proportionate in their description.
The risk: Special items are those items that the Group believes should be separately disclosed on the face of the income
statement to assist in the understanding of the financial performance achieved by the Group. Due to a decline in the performance
and outlook of the PGM industry during the 2015 financial year, the Board and executive management have undertaken a
review of the Group's business and capital structure which included the development of a Business Plan. The Business Plan
includes a restructuring of the business that incorporates shaft closures and redundancies. There is specific guidance in
accounting standards addressing when a provision for restructuring should be recognised although there is an inherent
element of judgement in any provision. In addition, as discussed above, there is a risk of impairment of non-financial assets
and the HDSA receivable which if impaired would result in a charge to the income statement disclosed as a special item.
There is an inherent element of judgement in what constitutes a special item and hence there is a risk that costs presented
as special items are overstated.
Our response: Our audit procedures included verifying that the actions taken by management in relation to the restructuring
met the accounting standards criteria for recognition of a restructuring provision at 30 September 2015. We inspected
communications made to employees and the Unions and also the Directors detailed plans for restructuring. We re-performed
the calculations, agreeing a sample of payments made at 30 September 2015 to the underlying accounting records and
payroll records. We performed analytical procedures over the accrual for future redundancies announced but not yet paid.
We assessed whether the costs were appropriately classified as special by reference to our understanding of the business
and the Groups definition of such items.
Our findings: We found that the accounting standards criteria for recognising a restructuring provision at 30 September 2015 were
met and that the cost is appropriately classified as special items. For those costs where assumptions and estimates had to be
made, we found them to be balanced. We found the impairment of non-financial assets and the HDSA receivable classification
as special items to be appropriate given our understanding of the business and the Groups definition of such items.
Lonmin Plc
Annual Report and Accounts 2015
/ 129
Financial Statements
01 /
We report to the Audit Committee any corrected and uncorrected identified misstatements exceeding $650,000, in addition to
other identified misstatements that warranted reporting on qualitative grounds.
02 /
Whilst Lonmin Plc is a UK company, all of the Groups significant operations are located in South Africa. Audits for Group reporting
purposes were performed by component auditors in South Africa over five of the Groups 16 reporting components. The Group
audit team performed audits over four components, including Lonmin Plc as a standalone entity, along with the audit of the Group,
including consolidation-type adjustments. These audits gave an audit coverage of 100% of Group turnover, 100% of Group loss
before taxation and 96% of the Groups total assets.
Governance
Strategic Report
The Group audit team instructed component auditors as to the significant areas to be covered, including the relevant risks detailed
above and the information to be reported back. The Group audit team approved the component materialities, which ranged from
$0.3 million to $12.35 million, having regard to the mix of size and risk profile of the Group across the components.
the part of the Directors Remuneration Report to be audited has been properly prepared in accordance with the Companies
Act 2006; and
the information given in the Strategic Report and Directors Report for the financial year for which the financial statements are
prepared is consistent with the financial statements.
the Directors Viability Statement, concerning the principal risks, their management, and, based on that, the Directors
assessment and expectations of the Groups continuing in operation over the 3 years to September 2018; or
the disclosures in Note 1 of the financial statements concerning the use of the going concern basis of accounting.
we have identified material inconsistencies between the knowledge we acquired during our audit and the Directors statement
that they consider that the Annual Report and financial statements taken as a whole is fair, balanced and understandable and
provides the information necessary for shareholders to assess the Groups performance, business model and strategy; or
the Report from the Audit & Risk Committee does not appropriately address matters communicated by us to the Audit
Committee.
www.lonmin.com
Shareholder Information
05 /
We have nothing to report in respect of the matters on which we are required to report by exception
Under ISAs (UK and Ireland), we are required to report to you if, based on the knowledge we acquired during our audit, we have
identified other information in the Annual Report that contains a material inconsistency with either that knowledge or the financial
statements, a material misstatement of fact, or that is otherwise misleading. In particular, we are required to report to you if:
A Deeper Look
04 /
Financial Statements
Our opinion on other matters prescribed by the Companies Act 2006 is unmodified
In our opinion:
03 /
The Group audit team was physically present in South Africa for the duration of the substantive testing phase of the South African
audit and review engagements. In doing so, the Group audit team was actively involved in the direction of the audits and review
engagements performed by the component auditors for Group reporting purposes, along with the consideration of findings and
determination of conclusions drawn. The Group audit team conducted planning meetings with the component auditors around the
audit approach to significant risk areas such as inventory and reviewed the scope and responsibilities of specialists engaged by the
component auditors.
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been
received from branches not visited by us; or
the parent company financial statements and the part of the Directors Remuneration Report to be audited are not in
agreement with the accounting records and returns; or
we have not received all the information and explanations we require for our audit.
the Directors statements, in relation to going concern and longer-term viability; and
the part of the Corporate Governance Statement in the Directors Report Governance relating to the Companys compliance
with the eleven provisions of the 2014 UK Corporate Governance Code specified for our review.
the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of
the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation
taken as a whole; and
the management report required by DTR 4.1.8R (contained in the Strategic Report and the Directors Report) includes a fair
review of the development and performance of the business and the position of the Company and the undertakings included
in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
Brian Beamish
Chairman
9 November 2015
Simon Scott
Chief Financial Officer
Lonmin Plc
Annual Report and Accounts 2015
/ 131
Financial Statements
965
(52)
(1,966)
194
(142)
(307)
(113)
(142)
(1,884)
20
(255)
(2,018)
36
(275)
(5)
52
26
(28)
(4)
(307)
(1)
18
(80)
(2)
(255)
(1)
44
(108)
(6)
(143)
35
(2,119)
328
(2,262)
363
46
(5)
(372)
128
(326)
123
(108)
(1,791)
(1,899)
41
(244)
(203)
(94)
(14)
(1,567)
(224)
(1,661)
(238)
31
10
(219)
(25)
(188)
(15)
2014
Underlying
$m
1,293
1,293
21
(155)
(73)
(1,811)
13
(134)
16
(20)
(5)
31
4
14
6
6
(285.5)c
(33.0)c
(285.5)c
(33.0)c
03 /
2014
Total
$m
(4)
(8)
(1)
(3)
(12)
(4)
(1,911)
(207)
Attributable to:
Equity shareholders of Lonmin Plc
Non-controlling interests
(1,672)
(239)
(192)
(15)
(1,911)
(207)
14
13
A Deeper Look
(203)
04 /
(1,899)
Financial Statements
Note
2015
Total
$m
Governance
Attributable to:
Equity shareholders of Lonmin Plc
Non-controlling interests
02 /
Strategic Report
965
01 /
(LBITDA) / EBITDA ii
Depreciation, amortisation and impairment
2014
Total
$m
2015
Total
$m
Note
Revenue
Special
items
(note 3)
$m
Special
items
(note 3)
$m
2015
Underlying i
$m
Footnotes:
i Underlying results are based on reported results excluding the effect of special items as defined in note 3.
05 /
ii (LBITDA) / EBITDA is operating (loss) / profit before depreciation, amortisation and impairment of goodwill, intangibles and property, plant and equipment.
Shareholder Information
iii Operating (loss) / profit is defined as revenue less operating expenses before impairment of available for sale financial assets, finance income and expenses
and share of (loss) / profit of equity accounted investments.
iv The income tax credit substantially relates to overseas taxation and includes net foreign exchange gains of $48 million (2014 $42 million) as disclosed in note 7.
v Diluted (loss) / earnings per share is based on the weighted average number of ordinary shares in issue adjusted by dilutive outstanding share options.
www.lonmin.com
2014
$m
94
1,477
26
38
19
40
457
2,882
28
27
1,654
3,434
281
71
1
102
320
373
76
2
337
143
775
931
(208)
(39)
(505)
(23)
(244)
(86)
(27)
(775)
(357)
574
(9)
(3)
(122)
(86)
(376)
(23)
(141)
(134)
(626)
1,520
3,382
586
1,448
88
(493)
570
1,411
88
1,164
1,629
(109)
3,233
149
Total equity
1,520
3,382
Note
Non-current assets
Goodwill
Intangible assets
Property, plant and equipment
Equity accounted investments
Royalty prepayment
Other financial assets
Current assets
Inventories
Trade and other receivables
Tax recoverable
Other financial assets
Cash and cash equivalents
Current liabilities
Trade and other payables
Provisions
Interest bearing loans and borrowings
Deferred revenue
10
11
12
13
30
14
15
16
14
29
17
22
18
19
18
21
30
19
22
Net assets
24
24
The financial statements of Lonmin Plc, registered number 103002, were approved by the Board of Directors on 9 November 2015
and were signed on its behalf by:
Brian Beamish
Simon Scott
Chairman
Chief Financial Officer
Lonmin Plc
Annual Report and Accounts 2015
/ 133
Financial Statements
Share
premium
account
$m
At 1 October 2013
Loss for the year
Total other comprehensive expenses:
Changes in settled cash flow hedges
released to the income statement
Foreign exchange loss on
retranslation of equity accounted
investments
Transactions with owners, recognised
directly in equity:
Share-based payments
Shares issued on exercise of
share options
Dividends (refer to note 9)
569
1,411
88
1,341
(188)
(4)
3,409
(188)
(4)
201
(15)
3,610
(203)
(4)
(1)
(1)
(1)
(3)
(3)
(3)
15
15
16
15
(37)
(21)
15
(37)
1
(37)
At 30 September 2014
570
1,411
88
1,164
3,233
149
3,382
Other
reserves i
$m
Retained
earnings ii
$m
Total
$m
Noncontrolling
interests iii
$m
Total
equity
$m
01 /
Strategic Report
02 /
Governance
Equity interest
1,411
88
1,164
(1,661)
(11)
3,233
(1,661)
(11)
149
(238)
(1)
3,382
(1,899)
(12)
(4)
(4)
(4)
(7)
(7)
(1)
(8)
16
37
15
15
68
15
(19)
49
15
13
37
50
(19)
50
(19)
At 30 September 2015
586
1,448
88
(493)
1,629
(109)
1,520
Total
equity
$m
iii Non-controlling interests represent a 13.76% effective shareholding in each of EPL, WPL and Messina Limited and a 19.87% effective shareholding in Akanani.
iv During the year 3,120,687 share options were exercised (2014 1,206,465) on which $3 million of cash was received (2014 $1 million).
v In December 2014, Lonmin concluded a series of shareholding agreements with the Bapo ba Mogale Traditional Community (the Bapo) which enabled
Lonmin to meet its BEE equity ownership target as required under the Mining Charter. Refer to note 30 for more detail.
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Shareholder Information
ii (Accumulated loss) / retained earnings include a $17 million debit of accumulated exchange on retranslation of equity accounted investments (2014 $9 million
debit) and $nil of accumulated credits in respect of fair value movements on available for sale financial assets (2014 $4 million accumulated credits).
05 /
Footnotes:
i Other reserves at 30 September 2015 represent the capital redemption reserve of $88 million (2014 $88 million).
A Deeper Look
570
Total
$m
Noncontrolling
interestsiii
$m
04 /
At 1 October 2014
Loss for the year
Total other comprehensive expenses:
Change in fair value of available
for sale financial assets
Foreign exchange loss on
retranslation of equity accounted
investments
Transactions with owners,
recognised directly in equity:
Share-based payments
Shares issued on exercise of
share options iv
Share capital and share premium
recognised on the BEE transaction v
Dividends (refer to note 9)
Other
reserves i
$m
Financial Statements
Share
premium
account
$m
03 /
Retained
earnings /
(Accumulated
loss) ii
$m
Called
up share
capital
$m
Note
2015
$m
2014
$m
(1,899)
(363)
5
(36)
275
(27)
1,966
92
6
(38)
3
15
3
13
(203)
(123)
6
(44)
108
1
(20)
142
76
7
(51)
(14)
15
15
3
(27)
(3)
(100)
15
(31)
(12)
(116)
(7)
(134)
(2)
(1)
(91)
(2)
(143)
(94)
(19)
391
(60)
(37)
605
(518)
88
1
315
139
(71)
201
13
143
7
13
6
6
3
19
13
29
29
29
29
29
160
143
17
29
320
29
Lonmin Plc
Annual Report and Accounts 2015
/ 135
Financial Statements
The Company has elected to prepare its parent company financial statements in accordance with United Kingdom generally
accepted accounting practice (UK GAAP). The parent company financial statements present information about the Company
as a separate entity and not about its Group.
Strategic Report
Statement of compliance
The Group financial statements have been prepared in accordance with International Financial Reporting Standards as
adopted by the EU (adopted IFRSs) and approved by the Directors on this basis.
01 /
Basis of preparation
The financial statements were approved by the Board of Directors on 9 November 2015.
Liabilities for cash settled share-based payment arrangements are measured at fair value.
Non-current assets held for sale are stated at the lower of their carrying amount and fair value less cost to sell.
Governance
02 /
Basis of measurement
The financial statements are prepared on the historical cost basis except for the following:
Going concern
In determining the appropriate basis of preparation of the financial statements, the Directors are required to consider whether
the Group can continue in operational existence for the foreseeable future.
Adverse movements in the Rand / Dollar exchange rate and PGM commodity prices or a combination thereof;
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Shareholder Information
The planned Rights Issue is conditional upon the Resolution being passed by the Companys shareholders at the General
Meeting on 19 November 2015, on Admission of the New Shares to the premium listing segment of the Official List,
Admission of the Nil Paid Rights to trading on the LSE, Admission of the Letters of Allocation and New Shares to trading on
the JSE and on the Underwriting Agreement becoming unconditional. Therefore, if the Resolution is not passed by the
Companys shareholders at the General Meeting on 19 November 2015, or any of these events do not occur, the planned
Rights Issue will not proceed. If the planned Rights Issue does not proceed the Amended Facilities will not come into effect.
05 /
The Directors have concluded that the Groups new capital structure, after a successful Rights Issue and debt facilities
amendments, provides sufficient headroom to cushion against downside operational risks and reduces the risk of breaching
new debt covenants under the Amended Facilities.
A Deeper Look
04 /
The Directors have prepared cash flow forecasts for a period in excess of 12 months. Various scenarios have been considered
to test the Groups resilience against operational risks including:
Financial Statements
The Boards review of the Groups capital structure has resulted in significant steps being taken to strengthen our financial
position. As noted in note 32, the Company entered into an agreement with J.P Morgan Securities Plc, HSBC Bank Plc
and The Standard Bank of South Africa Limited to fully underwrite approximately $407 million of the planned Rights Issue
(before issuance costs and other charges). In conjunction with the planned Rights Issue, the Company has negotiated certain
amendments to the terms of the Groups existing debt facilities which are detailed in note 32. The Amended Facilities will only
come into effect if a Resolution approving the planned Rights Issue to be held at a General Meeting on 19 November 2015
is passed by the Companys shareholders and $350 million of net cash proceeds are received.
03 /
The financial performance of the Group is dependent upon the wider economic environment in which the Group operates.
Factors exist which are outside the control of management which can have a significant impact on the business, specifically,
volatility in the Rand / US Dollar exchange rate and PGM commodity prices. Despite the operational and cost containment
achievements of the Group over the last 12 months, the declining PGM price environment has put the Groups cash flows and
profitability under pressure. The Directors have determined that the Group needs to take further decisive measures to improve
its ability to operate in the current PGM pricing environment and to enable the Group to benefit from any recovery in PGM
prices in the medium to long term. The Board and executive management have reviewed the Groups business and capital
structure and developed the Business Plan in order to be able to deal effectively with the effects of a continuation of the
current low PGM price environment. Key elements of the business plan are the reduction of fixed cost expenses, removal
of high cost production and the minimising of capital expenditure while preserving the ability of the business to increase
production when PGM markets improve.
seeking to agree with the Groups existing lenders or other parties an alternative refinancing of the Existing Facilities; and
seeking to dispose of some or all of the Groups assets or a merger or acquisition transaction involving the Company
(although there is no certainty that such sales or transactions could be realised in the available timeframe on acceptable
terms, or at all).
As these actions require the participation, agreement or approval of external parties, the Directors are not confident that any
such alternative courses of action could be achieved in the limited time available, or that they ultimately would be successful.
Accordingly, the Directors believe that the successful completion of the planned Rights Issue and implementation of the
Amended Facilities Agreements represents the best option available to the Company. The need for shareholder approval of
the planned Rights Issue therefore represents a material uncertainty that may cast significant doubt about the Groups and
Companys ability to continue as a going concern such that the they may be unable to realise their assets and discharge their
liabilities in the normal course of business.
Nevertheless, based on the Groups expectation that the conditions of the planned Rights Issue will be met, in addition to the
Groups current trading and forecasts, the Directors believe that the Group will be able to comply with its financial covenants
under the Amended Facilities, and be able to meet its obligations as they fall due, and accordingly have formed a judgement
that it is appropriate to prepare the financial statements on a going concern basis. Therefore, these financial statements do
not include any adjustments that would result if the going concern basis on preparation is inappropriate.
Functional and presentation currency
The consolidated financial statements are presented in US Dollars (rounded to the nearest million), which is the functional
currency of the Company and its principal operations.
Use of estimates and judgements
The preparation of financial statements in conformity with adopted IFRSs requires the Directors to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimates are revised and in any future periods affected.
Judgements that have been made in the process of applying accounting policies and that have the most significant effect on
the amounts recognised in the financial statements, and estimates made that have a significant risk of resulting in a material
adjustment to the carrying amounts of assets and liabilities within the next financial year, are as follows:
Impairment of non-financial assets
In determining the recoverable amount of goodwill, intangible assets and property, plant and equipment, judgement is
required in determining key inputs into valuation models. The key assumptions, and the Directors approach for determining
these, are described in the policy on Impairment Non-financial assets.
Recoverability of the HDSA receivable
As described in the policy on Impairment financial assets, an assessment is made at each reporting period to determine
whether there is objective evidence that the HDSA receivable is impaired. This assessment for indicators of a loss event,
involves a high degree of judgement.
The assessment is based on the value of the security which is primarily driven by the value of Incwalas underlying investments
in WPL, EPL and Akanani. The same valuation models for the Marikana and Akanani CGUs that are prepared to assess
Impairment of non-financial assets above are used as the basis for determining the value of Incwalas investments. Thus similar
judgements apply around the determination of key assumptions in those valuation models.
The results of this assessment as well as sensitivities are described in note 20a.
Physical quantities of inventory (excluding consumables)
Inventory is held in a wide variety of forms across the value chain reflecting the stage of refinement. Prior to production as final
metal the inventory is always contained within a carrier material. As such inventory is typically sampled and assays taken to
determine the metal content and how this is split by metal. Measurement and sampling accuracy can vary quite significantly
depending on the nature of the vessels and the state of the material. An allowance for estimation uncertainty is applied to the
various categories of inventory and is dependent on the degree to which the nature and state of material allows for accurate
measurement and sampling. The range used for the estimation allowance is between 2% and 5%. The percentage used is
based on the level of confidence obtained from the outcome of the stock take. Those results are applied in arriving at the
appropriate quantities of inventory.
Lonmin Plc
Annual Report and Accounts 2015
/ 137
Financial Statements
IAS 32 Offsetting financial assets and financial liabilities. The amendments clarify when an entity can offset financial
assets and financial liabilities.
IAS 39 Financial Instruments: Recognition and Measurement requires an entity to discontinue hedge accounting if the
derivative hedging instrument is novated to a clearing counterparty, unless the hedging instrument is being replaced as
part of the entitys original documented hedging strategy.
IFRIC 21 Levies. Levies have become more common in recent years, with governments in a number of jurisdictions
introducing levies to raise additional income. IFRIC 21 provides guidance on accounting for levies in accordance with
IAS 37 Provisions, Contingent Liabilities and Assets.
Basis of consolidation
A Deeper Look
Where necessary, adjustments are made to the financial statements of subsidiaries, associates and joint ventures to bring the
accounting policies used in line with those used by the Group.
04 /
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. In assessing
control, the Group takes into consideration potential voting rights that are currently exercisable. The acquisition date is the
date on which control is transferred to the acquirer. The financial statements of subsidiaries are included in the consolidated
financial statements from the date that control commences until the date that control ceases. Losses applicable to the
non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling
interests to have a deficit balance.
Financial Statements
03 /
There were no other new standards, interpretations or amendments to standards issued and effective for the year which
materially impacted the Groups financial statements.
Governance
IFRS 10, IFRS 11 and amendments to IAS 28 regarding Consolidated Financial Statements, Joint Arrangements and
Investments in Associates and Joint Ventures did not have a material impact on the amounts reported for the current and
prior years. IFRS 12 Disclosure of Interests in Other Entities did have a disclosure impact on the Groups financial statements.
02 /
Strategic Report
01 /
Where the Group loses control of a subsidiary, the assets and liabilities are derecognised along with any related NCI and other
components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is
measured at fair value when control is lost.
Shareholder Information
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05 /
Associates
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating
policies. Significant influence is presumed to exist when the Group holds between 20 and 50 percent of the voting power of
another entity.
Lonmin Plc
Annual Report and Accounts 2015
/ 139
Financial Statements
Strategic Report
01 /
Capitalised development expenditure is recognised at cost, and subsequently carried at cost less any accumulated
impairment losses, where it can be demonstrated that the expenditure will result in completion of an asset which, when
available for use or sale, will result in future economic benefit arising for the Group.
Expenditure incurred on activities that precede exploration for and evaluation of mineral resources, being all expenditure
incurred prior to securing the legal rights to explore an area, is expensed immediately.
Governance
Pre-feasibility studies involve the review of one or more potential development options with the aim of moving forward to the
more detailed feasibility study stage. Expenditure related to such studies is expensed in full as there is insufficient certainty
that future economic benefit will be generated at this stage of a project.
02 /
Expenditure towards in-house exploration for and evaluation of potential mineral reserves for each area of interest is expensed
until it is considered probable that future economic benefit will arise through further exploration and subsequent development
of the area of interest or, alternatively, by its sale.
Expenditure relating to feasibility studies which support the technical feasibility and commercial viability of an area is
capitalised under exploration and evaluation assets.
Capitalised exploration and evaluation expenditure is a class of assets which are not available for use. Therefore amortisation
is not provided on such assets.
The fair value of the amount payable to employees in respect of share appreciation rights, which are settled in cash, is recognised
as an expense, with a corresponding increase in liabilities, over the period that the employees become unconditionally entitled
to payment. The liability is remeasured at each reporting date and at settlement date. Any changes in the fair value of the
liability are recognised as a personnel expense in the income statement.
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Shareholder Information
05 /
The fair value of each option or share appreciation right is determined using either a Black-Scholes option pricing model or a
Monte Carlo projection model, depending on the type of the award. Market related performance conditions are reflected in the
fair value of the share. Non-market related performance conditions are allowed for using a separate assumption about the
number of awards expected to vest; the final charge made reflects the numbers actually vested on the basis that non-market
conditions are met.
A Deeper Look
Share-based payments
From the grant date, the fair value of options granted to employees is recognised as an employee expense, with a
corresponding increase in equity, over the period that the employees become unconditionally entitled to the shares.
04 /
Mineral mining rights, which are obtained following the completion of a feasibility study, are not included within exploration
and evaluation expenditure. They are capitalised at cost under IAS 38 Intangible Assets and are amortised on a units of
production basis over the life of the mine.
Financial Statements
Expenditure on purchased exploration and evaluation assets is capitalised at fair value at the time of purchase. Subsequent
expenditure may be capitalised at cost. Carrying values are subject to impairment reviews as per the Groups policy.
Exploration and evaluation expenditure is classified as property, plant and equipment or intangible depending on the nature
of the expenditure.
03 /
Where a feasibility study reaches a favourable conclusion, accumulated exploration and evaluation costs are transferred to
mineral rights within intangibles or capital work in progress within property, plant and equipment as appropriate on
commencement of the development phase of the related project. Where the feasibility study reaches an adverse conclusion,
any previously capitalised exploration and evaluation expenditure is written off immediately.
the fair value of the existing equity interest in the acquiree; less
the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities, are expensed as incurred.
Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is
classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the
fair value of the contingent consideration are recognised in profit or loss.
On a transaction-by-transaction basis, the Group elects to measure non-controlling interests either at its fair value or at its
proportionate interest in the recognised amount of the identifiable net assets of the acquiree at the acquisition date.
Acquisitions and disposals of non-controlling interests
Acquisitions and disposals of non-controlling interests that do not result in a change of control are accounted for as
transactions with owners in their capacity as owners and therefore no goodwill is recognised as a result of such transactions.
The adjustments to non-controlling interests are based on a proportionate amount of the net assets of the subsidiary. Any
difference between the price paid or received and the amount by which non-controlling interests are adjusted is recognised
directly in equity and attributed to the owners of the parent.
Prior to the adoption of IAS 27 (2008), goodwill was recognised on the acquisition of non-controlling interests in a subsidiary,
which represented the excess of the cost of the additional investment over the carrying amount of the interest in the net
assets acquired at the date of the transaction.
Goodwill
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash generating units and is not
amortised but is tested annually for impairment. In respect of equity accounted investees, the carrying amount of goodwill is
included in the carrying amount of the investment in the investee.
Lonmin Plc
Annual Report and Accounts 2015
/ 141
Financial Statements
Governance
Gains and losses on disposals of an item of property, plant and equipment are determined by comparing the proceeds on
disposal with the carrying value of property, plant and equipment and are recognised net in the income statement.
02 /
Costs include expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets
includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working
condition for its intended use, and any other costs of dismantling and removing the items and restoring the site on which they
are located. Cost may also include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency
purchases of property, plant and equipment. Borrowing costs incurred on the acquisition or construction of qualifying assets
are capitalised to the cost of the asset.
Strategic Report
All other intangible assets are amortised over their useful economic lives subject to a maximum of 20 years and are tested for
impairment at each reporting date when there is an indication of a possible impairment.
01 /
Amortisation of mineral rights is provided on a units of production basis over the remaining life of the mine to residual
value (20 to 40 years).
Componentisation
When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items (major components) of property, plant and equipment.
Capitalised development costs include expenditure incurred to develop new operations and to expand existing capacity.
Costs include interest capitalised during the period up to the level that the qualifying assets permit.
Rate
Units of production
Straight line
Straight line
Straight line
20 40 years
14 40 years
35 40 years
2 40 years
A Deeper Look
Method
04 /
Depreciation
Depreciation is provided on a straight-line or units of production basis as appropriate over their expected useful lives or
the remaining life of the mine, if shorter, to residual value. The life of the mine is based on proven and probable reserves.
The expected useful lives of the major categories of property, plant and equipment are as follows:
Financial Statements
03 /
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it
is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured
reliably. The carrying amount of the replaced part is derecognised upon replacement. The costs of the day-to-day servicing
of property, plant and equipment are recognised in the income statement as incurred.
No depreciation is provided on surface mining land which has a continuing value and capital work in progress.
Residual values and useful lives are re-assessed annually and if necessary changes are accounted for prospectively.
05 /
Shareholder Information
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Annual Report and Accounts 2015
/ 143
Financial Statements
Strategic Report
Reversal of impairment
At each financial reporting date, the Group assesses whether there is any indication that a previously recognised impairment
loss has reversed. An impairment loss is reversed if there has been a change in the estimates used to determine the
recoverable amount. An impairment loss is only reversed to the extent that the assets carrying amount does not exceed the
carrying amount that would have been determined, net of depreciation and amortisation, had the impairment not been made.
A reversal of impairment is recognised as income immediately except for previously impaired goodwill which is never reversed.
01 /
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its
carrying amount and the present value of the estimated future cash flows discounted at the assets original effective interest
rate. Interest on the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent
event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.
Leases
Rentals under operating leases are charged to the income statement on a straight-line basis.
02 /
Governance
Inventories
Inventories are valued at the lower of cost (which includes the applicable proportion of production overheads) and net
realisable value.
PGMs inventory is valued by allocating costs, based on the joint cost of production, apportioned according to the relative
sales value of each of the PGMs produced.
03 /
By-product metals are valued at the incremental cost of production from the point of split-off from the PGM processing stream.
In the process of initially developing the ore reserve it is common that metal is produced, although not at normal operating
levels. Development is split into different phases according to the mining method used with differing levels of production
expected in each phase. The Group recognises the metal produced in each development phase in inventory with an
appropriate proportion of cost as operating costs. This allocation is calculated by reference to the produced volumes in
relation to the total volumes expected from the development.
Financial Statements
04 /
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Shareholder Information
Provisions
Provision is made when a present or legal obligation exists for a future liability in respect of a past event and where the
amount of the obligation can be estimated reliably, and it is probable that an outflow of economic benefits will be required to
settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects
current market assessments of the time value of money and the risks specific to the liability.
05 /
Rehabilitation costs
Rehabilitation costs are provided in full based on estimates of the future costs to be incurred, calculated on a discounted
basis. As the provision is recognised, it is either capitalised as part of the cost of the related mine or written off to the income
statement if utilised within one year. Where costs are capitalised the impact of such costs on the income statement is spread
over the life of the mine through the accretion of the discount of the provision and the depreciation over a units of production
basis of the increased costs of the mining assets.
A Deeper Look
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and cash equivalents
as defined above, net of outstanding bank overdrafts as the bank overdraft is repayable on demand and forms an integral part
of the Groups cash management.
Lonmin Plc
Annual Report and Accounts 2015
/ 145
Financial Statements
Evaluation which relates to the Akanani asset which is located in South Africa and is in the evaluation stage.
Exploration this essentially relates to the costs of exploration projects which have the objective of identifying PGM
deposits which can be commercially realised and which can occur anywhere in the world.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated
on a reasonable basis.
Governance
PGM Operations which comprise operational mines and processing facilities which are located in South Africa.
02 /
Strategic Report
Segmental reporting
The core principle of IFRS 8 Operating Segments is that an entity shall disclose information to enable users to evaluate the
nature and financial effects of the business activities in which it engages and the economic environments in which it operates.
On this basis, Lonmin has three reportable operating segments being:
01 /
The best evidence of the fair value of a financial instrument at initial recognition is the transaction price, for example, the fair
value of the consideration given or received, unless the fair value of that instrument is evidenced by comparison with other
observable current market transactions in the same instrument (for example without modification or repackaging) or based
on a valuation technique whose variables include only data from observable markets. When transaction price provides the
best evidence of fair value at initial recognition, the financial instrument is initially measured at the transaction price and any
difference between this price and the value initially obtained from a valuation model is subsequently recognised in profit or loss
on a straight line basis over the life of the instrument but not later than when the valuation is supported wholly by observable
market data or the transaction is closed out.
Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and
intangible assets other than goodwill, and any capitalised interest.
Investment Entities: Applying the Consolidation Exception (Amendments to IFRS 10, IFRS 12 and IAS 28). The amendment
to IFRS 10 Consolidated Financial Statements clarifies which subsidiaries of an investment entity are consolidated
instead of being measured at fair value through profit and loss.
Disclosure Initiative (Amendments to IAS 1). The amendments provide additional guidance on the application of
materiality and aggregation when preparing financial statements.
The Group does not currently intend to early adopt these IFRSs and is yet to finalise its assessment of the impact of adopting
these IFRSs.
Segmental analysis
The Group distinguishes among three reportable operating segments being the Platinum Group Metals (PGM) Operations
segment, the Evaluation segment and the Exploration segment.
No operating segments have been aggregated. Operating segments have consistently adopted the consolidated basis of
accounting and there are no differences in measurement applied. The Other segment covers mainly the results and investment
activities of the corporate Head Office. The only intersegment transactions involve the provision of funding between segments
and any associated interest.
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Shareholder Information
The Exploration segment covers the activities involved in the discovery or identification of new PGM deposits. This activity
occurs on a worldwide basis.
05 /
The Evaluation segment covers the evaluation through pre-feasibility of the economic viability of newly discovered PGM
deposits. Currently all of the evaluation projects are based in South Africa.
A Deeper Look
The PGM Operations segment comprises the activities involved in the mining and processing of PGMs, together with
associated base metals, which are carried out entirely in South Africa. These operations are integrated and designed to
support the process for extracting and refining PGMs from underground. PGMs move through each stage of the process and
undergo successive levels of refinement which result in fully refined metals. The Chief Executive Officer, who performs the
role of Chief Operating Decision Maker (CODM), views the PGM Operations segment as a single whole for the purposes of
financial performance monitoring and assessment and does not make resource allocations based on margin, costs or cash
flows incurred at each separate stage of the process. In addition, the CODM makes his decisions for running the business
on a day to day basis using the physical operating statistics generated by the business as these summarise the operating
performance of the entire segment.
04 /
Financial Statements
03 /
Evaluation
Segment
$m
Exploration
Segment
$m
Other
$m
Intersegment
Adjustments
$m
Total
$m
823
250
92
29
8
16
823
250
92
29
8
16
1,218
39
12
24
1,218
39
12
24
1,293
1,293
Underlying i :
EBITDA / (LBITDA) ii
Depreciation, amortisation and impairment
40
(155)
(5)
(21)
21
(155)
(115)
17
(48)
(5)
(5)
(21)
13
14
(14)
14
(134)
16
(20)
(5)
(151)
34
(5)
6
1
(143)
35
(117)
(1,380)
7
(173)
(5)
7
(238)
(108)
(1,791)
(1,497)
(166)
(5)
(231)
(1,899)
Total assets iv
Total liabilities
2,117
(1,800)
60
(134)
3
(56)
1,724
(394)
(1,475)
1,475
2,429
(909)
317
(74)
(53)
1,330
1,520
26
26
159
161
14
15
Lonmin Plc
Annual Report and Accounts 2015
/ 147
Financial Statements
620
165
85
21
7
15
913
29
10
13
913
29
10
13
965
965
204
(142)
(6)
(9)
194
(142)
62
15
(19)
(4)
(6)
(9)
21
(19)
(10)
10
52
26
(28)
(4)
54
(5)
(6)
(7)
46
(5)
49
(181)
(6)
(7)
(63)
41
(244)
(132)
(6)
(70)
(203)
Total assets iv
Total liabilities
3,767
(1,940)
277
(185)
1
(48)
1,546
(36)
(1,226)
1,226
4,365
(983)
Net assets
1,827
92
(47)
1,510
3,382
28
28
109
111
14
15
PGMs
Nickel
Copper
Chrome
Underlying i :
EBITDA / (LBITDA) ii
Depreciation, amortisation and impairment
A Deeper Look
04 /
620
165
85
21
7
15
Financial Statements
Total
$m
03 /
Intersegment
Adjustments
$m
Governance
Other
$m
02 /
Exploration
Segment
$m
Strategic Report
Evaluation
Segment
$m
01 /
PGM
Operations
Segment
$m
260
240
559
234
118
247
426
174
1,293
965
Shareholder Information
www.lonmin.com
Year ended
30 September
2014
$m
05 /
The Americas
Asia
Europe
South Africa
Year ended
30 September
2015
$m
ii
EBITDA / (LBITDA) and operating (loss) / profit are the key profit measures used by management.
iii
The impairment of the HDSA receivable of $227 million (2014 $80 million) and of non-financial assets of $1,811 million (2014 $nil) are shown as
special items in the segmental analysis. The HDSA receivable forms part of the Other segment. The impairment of non-financial assets is allocated
to the PGM Operations segment and the Evaluation segment.
iv
The assets under Other include the HDSA receivable of $102 million (2014 $337 million) and intercompany receivables of $1,475 million
(2014 $1,226 million). Available for sale financial assets of $7 million (2014 $11 million) forms part of the Other segment and the balance of
$4 million (2014 $4 million) forms part of the PGM Operations segment.
Special items
Special items are those items of financial performance that the Group believes should be separately disclosed on the face of
the income statement to assist in the understanding of the financial performance achieved by the Group and for consistency
with prior years.
2015
$m
2014
$m
Operating loss:
Strike related costs
Idle fixed production costs
Security costs
Contractors claims
Other costs
BEE transaction i
BEE charge
Consulting fees
Restructuring and reorganisation costs ii
Impairment of non-financial assets iii
Impairment of goodwill
Impairment of intangibles
Impairment of property, plant and equipment
Impairment of available for sale financial assets
Share of loss of equity accounted investments
Net finance expenses:
Interest accrued from HDSA receivable iv
Foreign exchange loss on HDSA receivable iv
Impairment of HDSA receivable iv
(1,884)
(307)
(287)
(10)
(3)
(7)
(13)
(1)
(59)
(40)
(358)
(1,413)
(235)
20
(28)
(227)
(1)
(2)
(62)
18
(80)
(2,119)
328
(372)
128
(1,791)
224
(244)
25
Special loss for the year attributable to equity shareholders of Lonmin Plc
(1,567)
(219)
Footnotes:
i
In December 2014, Lonmin concluded a series of shareholding agreements which enabled Lonmin to meet its BEE equity ownership target of 26%
as required under the Mining Charter. This gave rise to a BEE charge of $13 million relating to the premium paid for the Bapo ba Mogale Traditional
Community (the Bapo) to maintain their shareholding for a period of 10 years. Consulting fees to the amount of $1 million were also incurred in
relation to the transaction. Refer to note 30.
ii
These costs relate to the one-off redundancy costs ($56 million) and associated restructuring costs ($3 million) in respect of the restructuring process
undertaken as part of the Business Plan. A total of $39 million remains outstanding at 30 September 2015 and is included in current provisions.
iii
As explained more fully in note 31, the Groups non-financial assets were impaired by $1,811 million (2014 $nil).
iv
During the year ended 30 September 2010 the Group provided financing to assist Lexshell 806 Investments (Proprietary) Limited, a subsidiary of
Shanduka Resources (Proprietary) Limited (Shanduka) to acquire a majority shareholding in Incwala, Lonmins Black Economic Empowerment partner.
This financing gave rise to foreign exchange movements and the accrual of interest. The loan was impaired by $227 million as explained in note 14.
Lonmin Plc
Annual Report and Accounts 2015
/ 149
Financial Statements
715
70
135
7
5
15
(34)
307
Strategic Report
1,226
77
148
7
1
15
(50)
3
1,884
01 /
Cost of sales
Other costs
Depreciation charge property, plant and equipment
Amortisation charge intangible assets
Employee benefits of key management excluding share-based payments and attraction bonuses
Share-based payments
Foreign exchange gains
Loss on disposal of property, plant and equipment
Special items (note 3)
2014
$m
Footnote:
Employee benefits of key management excluding share-based payments and attraction bonuses includes $1 million (2014 $1 million) in respect
i
of Directors.
02 /
Fees payable to the Groups auditor and its associates included in operating costs:
0.5
0.2
0.6
0.1
0.2
0.1
0.1
1.8
1.5
Fees paid to KPMG LLP and its associates for non-audit services to the Company are not disclosed in the individual accounts
of Lonmin Plc because the Companys consolidated accounts are required to disclose such fees on a consolidated basis.
2014
No.
26,864
7
3
28,503
9
1
26,874
28,513
Employee costs
2015
$m
2014
$m
582
21
47
15
56
484
21
43
15
721
563
Shareholder Information
South Africa
Europe
Rest of world
A Deeper Look
2015
No.
05 /
04 /
Employees
The average number of employees and Directors during the year was as follows:
Financial Statements
0.8
0.2
0.5
03 /
2014
$m
Governance
Audit fee
Fees payable to the Groups auditor for the audit of the Groups annual accounts
Fees payable to the Groups auditor for the audit of the Groups interim accounts
Fees payable to the Groups auditor for the audit of the Groups subsidiary companies
Other assurance services
Sustainability assurance services
Assurance services in respect of the Mining Charter
Non-audit services
Advisory services
Tax compliance services
2015
$m
The aggregate payroll costs of employees, key management and Directors were as follows:
www.lonmin.com
Employees (continued)
The vast majority of employee costs are denominated in Rand and reported Dollar costs are therefore subject to foreign
exchange movements.
Key management compensation
2015
$m
2014
$m
The key management compensation analysed above represents amounts in respect of the Exco which comprised the three
executive Directors and four other senior managers (2014 two executive Directors and five other senior managers).
The Sterling equivalents of total Directors emoluments and emoluments of the highest paid Director together with full details
of Directors remuneration, pensions and benefits in kind are given in the Remuneration Committee Report.
The Group operates defined contribution schemes in the UK and South Africa. There were no accrued obligations under
defined contribution plans at 30 September 2015 and 2014.
The total pension cost for the Group was $47 million (2014 $43 million), $46 million of which related to South African
schemes (2014 $43 million).
2014
$m
Finance income:
Interest receivable on cash and cash equivalents
Dividend received from investment i
Foreign exchange gains on net (debt) / cash ii
16
3
1
12
26
6
10
10
Finance expenses:
Interest payable on bank loans and overdrafts
Bank fees
Capitalised interest iii
Other finance expenses
Unwinding of discount on provisions (note 22)
(20)
(20)
(8)
19
(1)
(10)
(28)
(19)
(12)
13
(10)
(235)
20
(28)
(227)
(62)
18
(80)
(239)
(64)
Footnotes:
i
Dividends received relate to dividends accruing from our investment in Petrozim Line (Private) Limited which were remitted during the year.
The investment in Petrozim Line (Private) Limited has a $nil carrying value as it has been fully impaired.
ii
Net (debt) / cash as defined by the Group comprises cash and cash equivalents, bank overdrafts repayable on demand and interest bearing
loans and borrowings less unamortised bank fees, unless the unamortised bank fees relate to undrawn facilities in which case they are treated as
other receivables.
iii
Interest expenses incurred have been capitalised on a Group basis to the extent that there is an appropriate qualifying asset. The weighted average
interest rate used by the Group for capitalisation is 3.8% (2014 3.0%).
Lonmin Plc
Annual Report and Accounts 2015
/ 151
Financial Statements
Taxation
(39)
(39)
3
3
(328)
(48)
(280)
(128)
(42)
(86)
(363)
(123)
(35)
16%
38%
24%
11%
2014
%
2014
$m
Governance
2
1
1
02 /
4
4
Strategic Report
2014
$m
01 /
2015
$m
A reconciliation of the standard tax credit to the actual tax credit was as follows:
2015
%
2015
$m
(626)
28
(91)
(1)
2
(15)
27
(37)
316
5
(48)
(2)
7
(6)
(2)
13
7
(21)
19
5
(42)
16
(363)
38
(123)
Overseas tax charges are predominantly calculated based in Rand as required by the local authorities. As these subsidiaries functional currency is
US Dollar this leads to a variety of foreign exchange impacts being the retranslation of current and deferred tax balances and monetary assets, as well as
other translation differences. The Rand denominated deferred tax balance in US Dollars at 30 September 2015 is $177 million (30 September 2014
$268 million).
iii
Unutilised losses reflect losses generated in entities for which no deferred tax asset is provided as it is not thought probable that future profits can be
generated against which a deferred tax asset could be offset or previously unrecognised losses utilised.
05 /
ii
A Deeper Look
Footnotes:
i
Effective from 1 April 2015, the United Kingdom tax rate changed from 21% to 20% and will change from 20% to 19% from 1 April 2017 and from
19% to 18% from 1 April 2020. This does not materially impact the Groups recognised deferred tax liabilities.
04 /
The Groups primary operations are based in South Africa. The South African statutory tax rate is 28% (2014 28%).
Lonmin Plc operates a branch in South Africa which is also subject to a tax rate of 28% on branch profits (2014 28%).
The aggregated standard tax rate for the Group is 28% (2014 28%). The dividend withholding tax rate is 15% (2014 15%).
Dividends payable by the South African companies to Lonmin Plc are subject to a 5% withholding tax benefitting from double
taxation agreements.
Financial Statements
28
03 /
Shareholder Information
www.lonmin.com
2015
Loss for
the year
$m
Number of
shares
Per share
amount
cents
Loss for
the year
$m
Number of
shares
Per share
amount
cents
Basic LPS
Share option schemes
(1,661) 581,712,484
(285.5)
(188)
569,649,750
(33.0)
Diluted LPS
(1,661) 581,712,484
(285.5)
(188)
569,649,750
(33.0)
2014
2015
Loss for
the year
$m
Number of
shares
Per share
amount
cents
Profit for
the year
$m
Number of
shares
Per share
amount
cents
(94) 581,712,484
(16.2)
31
569,649,750
5,917,508
5.4
(94) 581,712,484
(16.2)
31
575,567,258
5.4
Underlying earnings per share has been presented as the Directors consider it important to present the underlying results of
the business. Underlying earnings per share is based on the earnings attributable to equity shareholders adjusted to exclude
special items (as defined in note 3) as follows:
2015
Loss for
the year
$m
Basic LPS
Special items (note 3)
Underlying (LPS) / EPS
Number of
shares
2014
Per share
amount
cents
(1,661) 581,712,484
1,567
(285.5)
269.3
(94) 581,712,484
(16.2)
(Loss) / profit
for the year
$m
Number of
shares
(188) 569,649,750
219
31
569,649,750
Per share
amount
cents
(33.0)
38.4
5.4
Headline loss and the resultant headline loss per share are specific disclosures defined and required by the Johannesburg
Stock Exchange. These are calculated as follows:
Year ended
30 September
2015
$m
Number of
shares
Year ended
30 September
2014
$m
(1,661)
3
1,811
(261)
(224)
(188)
(332)
(187)
2014
Per share
amount
cents
Loss for
the year
$m
Number of
shares
Per share
amount
cents
Headline LPS
Share option schemes
(332) 581,712,484
(57.1)
(187) 569,649,750
(32.8)
(332) 581,712,484
(57.1)
(187) 569,649,750
(32.8)
Lonmin Plc
Annual Report and Accounts 2015
/ 153
Financial Statements
Dividends
No dividends were declared by Lonmin Plc for the financial years ended 30 September 2015 and 30 September 2014.
A subsidiary of Lonmin Plc, WPL, made advance dividend payments of $19 million (R228 million) (2014 $37 million
(R408 million)) to Incwala Platinum (Proprietary) Limited (IP). IP is a substantial shareholder in the Companys principal operating
subsidiaries. Total advance dividends made between 2009 and 2015 amount to $135 million (R1,309 million). IP has authorised
WPL to recover these amounts by reducing future dividends that would otherwise be payable to all shareholders.
01 /
These advance dividends are adjusted for in the non-controlling interest of the Group.
2014
$m
Cost:
At 30 September
186
186
Accumulated impairment:
At 30 September
186
146
40
02 /
2015
$m
Strategic Report
10 Goodwill
Governance
03 /
Financial Statements
In determining the recoverable amount for the Marikana CGU the key assumptions have been set out in the Groups
impairment policy (see note 31).
11 Intangible assets
2015
2014
Other
$m
Mineral
rights
$m
Other
$m
Total
$m
Cost:
At 1 October
Additions
746
2
344
37
1,127
2
744
2
344
37
1,125
2
At 30 September
748
344
37
1,129
746
344
37
1,127
529
219
114
7
129
27
10
670
7
358
529
107
7
27
663
7
At 30 September
748
250
37
1,035
529
114
27
670
94
94
217
230
10
457
www.lonmin.com
Shareholder Information
The Groups exploration and evaluation assets relate to Akanani. In the 2015 financial year assets with a value of
$219 million were fully impaired. Refer to note 31 for more details on impairment. The related deferred tax liability of
$46 million (2014 $46 million) was reversed leaving the carrying value of Akanani in the books at $nil (2014 $171 million
including the non-controlling interests share). Refer to note 31 for details.
05 /
Total
$m
Exploration
and
evaluation
$m
A Deeper Look
Mineral
rights
$m
04 /
Exploration
and
evaluation
$m
Shafts and
underground
$m
Metallurgical
$m
Other plant
Infrastructure and equipment
$m
$m
Total
$m
783
139
(141)
1,634
96
(2)
913
1
17
(5)
749
9
28
(4)
156
10
4,235
159
(11)
At 30 September 2015
781
1,728
926
782
166
4,383
374
570
39
576
(2)
339
47
256
(2)
396
54
155
(4)
48
8
52
1,353
148
1,413
(8)
At 30 September 2015
374
1,183
640
601
108
2,906
407
545
286
181
58
1,477
At 30 September 2014
783
1,064
574
353
108
2,882
Capital work
in progress
$m
Shafts and
underground
$m
Metallurgical
$m
Infrastructure
$m
Other plant
and equipment
$m
Total
$m
796
99
(112)
1,622
14
(2)
871
1
41
694
5
57
(7)
153
4
(1)
4,136
109
(10)
At 30 September 2014
783
1,634
913
749
156
4,235
547
25
(2)
293
46
349
55
(8)
39
9
1,228
135
(10)
At 30 September 2014
570
339
396
48
1,353
783
1,064
574
353
108
2,882
At 30 September 2013
796
1,075
578
345
114
2,908
Lonmin Plc
Annual Report and Accounts 2015
/ 155
Financial Statements
The Group also owns 50% (2014 42.5%) of the Pandora joint venture whose operations are in South Africa (refer to footnote ii).
The Group equity accounts for the joint venture. The functional currency of the Pandora joint venture is the South African
Rand. As a result, any foreign exchange translation gains or losses on the net assets of the entity are recognised in the
consolidated statement of comprehensive income.
Goodwill
$m
Total
$m
28
(5)
7
36
(6)
1
36
(6)
1
(8)
(8)
(3)
(3)
26
26
28
28
2015
2014
Joint venture
$m
Joint venture
$m
26
28
Amounts recognised by the Group in respect of the equity accounted investments comprise:
A Deeper Look
The Groups share of the (loss) / profit of equity accounted investments comprises the following:
Revenue
www.lonmin.com
Equity
interest
$m
Noncontrolling
interests
$m
Total
$m
Equity
interest
$m
Noncontrolling
interests
$m
Total
$m
16
19
10
12
(4)
(1)
(5)
(5)
(1)
(6)
(4)
(1)
(5)
(5)
(1)
(6)
Shareholder Information
2014
Joint venture
05 /
iii
2015
Joint venture
04 /
28
(5)
7
Financial Statements
Total
$m
03 /
Goodwill
$m
Groups
share of
net assets
$m
Governance
Groups
share of
net assets
$m
02 /
2014
2015
Strategic Report
01 /
The reduced production profile and revised PGM price outlook in the Business Plan have resulted in the downward revision of
estimated future cash flows from the Marikana operations resulting in their value in use declining below the carrying amount of
the non-financial asset. This has resulted in an impairment of the non-financial asset of $1,465 million as disclosed in note 31.
Equity
interest
$m
2015
2014
Joint venture
Joint venture
Noncontrolling
interests
$m
Total
$m
Equity
interest
$m
Noncontrolling
interests
$m
Total
$m
Current assets iv
Non-current assets
Current liabilities v
Non-current liabilities vi
4
33
(14)
(1)
1
5
(2)
5
38
(16)
(1)
4
36
(16)
(1)
1
6
(2)
5
42
(18)
(1)
Net assets
22
26
24
28
Footnotes:
Where an associate owns an equity interest in a Group entity, an adjustment is made to the equity accounting and the non-controlling interest to
i
avoid double counting. Any difference between the adjustment to the investment in the associate and non-controlling interest is taken directly to
equity. Since Incwala only holds interests in WPL, EPL and Akanani, which are all subsidiaries of Lonmin Plc, the adjustment resulted in the
investment in the associate being reduced to $nil.
ii
As part of the BEE transaction, EPL acquired 100% of the Bapos shares in Bapo ba Mogale Mining Company (Proprietary) Limited, whose only
asset of value was the 7.5% participation interest in the Pandora JV, for its fair value of R44 million ($4 million). Refer to note 30 for details.
iii
Includes:
depreciation and amortisation of $2.7 million (2014 $0.7 million). Non-controlling interest in depreciation consists of $0.4 million (2014 $0.1 million).
interest expense of $nil (2014 $nil). Non-controlling interest in the interest expense consists of $nil (2014 $nil).
income tax credit of $2 million (2014 $0.7 million tax expense). Non-controlling interest in income tax consists of $0.3 million (2014 $0.1 million).
idle production costs classified as special costs $nil (2014 $2 million). Non-controlling interest in special costs consists of $nil (2014 $0.3 million).
iv
Includes cash and cash equivalents of $1 million (2014 $0.7 million). Non-controlling interest in cash and cash equivalents consists of $0.1 million
(2014 $0.1 million).
Includes current financial liabilities (excluding trade and other payables and provisions) of $14 million (2014 $15 million). Non-controlling interest in
current financial liabilities consists of $1.9 million (2014 $2.1 million).
vi
Includes non-current financial liabilities (excluding trade and other payables and provisions) of $1 million (2014 $1 million). Non-controlling interest
in non-current financial liabilities consists of $0.1 million (2014 $0.1 million).
At 1 October 2014
Interest accrued
Movement in fair value
Foreign exchange differences
Impairment loss
At 30 September 2015
Available
for sale
$m
HDSA
receivable
$m
Total
$m
12
1
(5)
15
(4)
337
20
(28)
(227)
364
21
(4)
(33)
(227)
11
102
121
Restricted
cash
$m
Available
for sale
$m
HDSA
receivable
$m
Total
$m
At 1 October 2013
Interest accrued
Movement in fair value
Foreign exchange differences
Impairment loss
14
1
(3)
17
(1)
(1)
399
18
(80)
430
19
(1)
(3)
(81)
At 30 September 2014
12
15
337
364
Lonmin Plc
Annual Report and Accounts 2015
/ 157
Financial Statements
2014
$m
102
337
19
27
Current assets
Other financial assets
01 /
Non-current assets
Strategic Report
No available for sale financial assets were impaired in the 2015 financial year (2014 $1 million).
Assumption
$29m / ($30m)
$22m / ($24m)
$13m / ($12m)
$32m / ($65m)
15 Inventories
2014
$m
46
197
38
54
300
19
281
373
A downward adjustment was made of $69 million (2014 $nil) to bring the value of inventory to its net realisable value as a
result of the decline in PGM prices.
www.lonmin.com
Shareholder Information
The cost of inventories recognised as an expense and included in cost of sales amounted to $1,226 million (2014 $715 million).
05 /
Consumables
Work in progress
Finished goods
2015
$m
A Deeper Look
+/-5%
-/+5%
-/+ 100 basis points
+/-5%
Reversal of impairment /
(further impairment) of receivable
04 /
Metal prices
ZAR:USD exchange rate
Discount rate
Production
Movement in assumption
Financial Statements
Any movements in the key assumptions would affect the value of the security which would lead to further impairment or
reversal of a previous impairment of the receivable as follows:
03 /
Given the above matters, the Directors have determined that it is likely that a loss event may have occurred. Accordingly, an
assessment has been performed to determine the extent of impairment. This assessment has been made based on the value
of the security, which is primarily driven by the value of Incwalas underlying investments in WPL, EPL and Akanani. The same
valuation models for the Marikana and Akanani CGUs that were prepared to assess impairment of non-financial assets were
used as the basis for determining the value of Incwalas investments. Thus, similar judgements apply around the determination
of key assumptions in those valuation models. Based on the assessment, the value of the HDSA receivable was determined
to be $102 million (2014 $337 million) which has resulted in an impairment charge of $227 million (2014 $80 million).
Governance
The Company holds the HDSA receivable at amortised cost. The receivable is secured on shares in the HDSA borrower,
whose only asset of value is its holding in Incwala Resources (Proprietary) Limited (Incwala). Incwalas principal assets are
investments in Western Platinum Limited (WPL), Eastern Platinum Limited (EPL) and Akanani Mining (Proprietary) Limited
(Akanani), all subsidiaries of Lonmin Plc. One of the sources of income to fund the settlement of the receivable is the dividend
flow from these underlying investments. Given the current state of the PGM industry there have not been any substantial
dividend payments to Incwala in recent times.
02 /
On 8 July 2010, Lonmin entered into an agreement to provide financing of 200 million to Lexshell 806 Investments
(Proprietary) Limited, a subsidiary of Shanduka Resources (Proprietary) Limited, to facilitate the acquisition, at fair value, of
50.03% of shares in Incwala Resources (Proprietary) Limited from the original HDSA shareholders. The terms of the financing
provided by Lonmin Plc to the Shanduka subsidiary include the accrual of interest on the HDSA receivable at a fixed rate
based on a principal value of 200 million which is repayable on demand, including accrued interest.
2015
$m
2014
$m
20
43
8
17
56
3
71
76
2015
$m
2014
$m
96
101
11
105
128
11
208
244
2015
$m
2014
$m
505
86
86
505
172
Trade payables
Accruals and other payables
Indirect taxation and social security
The maturity profile of interest bearing loans and borrowings is disclosed in note 20b.
As at 30 September 2015 unamortised bank fees of $1 million relating to drawn facilities were offset against loans
(30 September 2014 $3 million).
Bank debt facilities consist of a $400 million syndicated revolving credit US Dollar facility and three South African Rand
bilateral facilities of R660 million each (total $143 million).
The main features of the $400 million syndicated facility which is supported by BNP Paribas S.A., Citigroup Global Markets
Limited, HSBC Bank Plc, J.P. Morgan Limited, Lloyds TSB Bank Plc, The Royal Bank of Scotland N.V. and Standard
Chartered Bank are as follows:
a $400 million five year committed revolving credit facility that matures in May 2016; and
The three existing R660 million bilateral facilities are at the Western Platinum Limited level, the operating company. These facilities
are supported by FirstRand Bank Limited, Investec Bank Limited and The Standard Bank of South Africa Limited. The main
features of these facilities are as follows:
each facility is of a revolving credit nature and consists of a R330 million five year committed component that matures in
June 2016 and a R330 million one year committed component that can be rolled annually at the discretion of the bank; and
the margins on these facilities vary from facility to facility and bank to bank.
Lonmin Plc
Annual Report and Accounts 2015
/ 159
Financial Statements
consolidated tangible net worth will not be less than $2,250 million;
consolidated net debt will not exceed 25% of consolidated tangible net worth; and
if:
the capital expenditure of the Group must not exceed the limits set out in the table below, provided that, if 110% of
budgeted capital expenditure for any test period ending on or after 30 September 2013 is lower than the capital
expenditure limit set out in the table below for that test period, then the capital expenditure limit for that test period shall
be equal to 110% of such budgeted capital expenditure.
800,000,000
1,600,000,000
1,800,000,000
2,000,000,000
3,000,000,000
4,000,000,000
4,000,000,000
4,000,000,000
Subsequent to year-end, the Group has entered into amended financial arrangements which will come into effect on the
successful completion of a Rights Issue. Refer to the Going Concern section in note 1 as well as the subsequent events
detailed in note 32 for further details.
2014
$m
Opening balance
Less: Contractual deliveries
50
(27)
70
(20)
Closing balance
23
50
23
27
23
A Deeper Look
2015
$m
04 /
19 Deferred revenue
In March 2012 Lonmin entered into a pre-paid sale of 75% of its current gold production for the next 54 months. Under this
contract Lonmin will deliver 70,700 ounces of gold over the period with delivery of fixed quantities on a quarterly basis and in
return received an upfront payment of $107 million. Proceeds of the pre-paid sale are treated as deferred revenue and
amortised to profit as deliveries occur.
Financial Statements
As at 30 September 2015, Lonmin had net debt of $185 million, comprising of cash and cash equivalents of $320 million and
borrowings of $505 million, all of which is due in the 2016 financial year (2014 $29 million of net debt). Undrawn facilities
amounted to $40 million (2014 $400 million).
03 /
Subsequent to 30 September 2015, the covenants have been waived. Refer to note 32 for details.
Governance
Capital expenditure
limit (ZAR)
02 /
Test Period
Strategic Report
in respect of both the US Dollar Facilities Agreement and the Rand Facilities Agreements, consolidated net debt
exceeds $300 million as of the last day of any test period,
01 /
in respect of the US Dollar Facilities Agreement, the aggregate amount of outstanding loans exceeds $75 million at any
time during the last six months of any test period; or
Current liabilities
Deferred revenue
www.lonmin.com
Shareholder Information
Non-current liabilities
05 /
Deferred revenue
2014
$m
19
27
20
43
1
102
320
17
56
2
337
143
505
582
Non-current assets:
Other financial assets
Current assets:
Trade receivables
Other receivables
Tax recoverable
HDSA receivable
Cash and cash equivalents
HDSA receivable
Refer to note 14 for details of the HDSA receivable.
Trade receivables
The Group is exposed to significant trade receivable credit risk through the sale of PGM metals to a limited group
of customers.
This risk is managed as follows:
aged analysis is performed on trade receivable balances and reviewed on a monthly basis;
credit ratings are obtained on any new customers and the credit ratings of existing customers are monitored on an
ongoing basis;
It should be noted that a significant portion of Lonmins revenue is from two key customers. However, both of these
customers have strong investment grade ratings and their payment terms are very short, thereby reducing trade
receivable credit risk significantly.
The maximum exposure to credit risk for trade receivables at the reporting date by geographic location was:
2015
$m
2014
$m
1
8
11
1
1
15
20
17
Asia
Europe
South Africa
2014
Gross
$m
Provision
$m
Net
$m
Gross
$m
Provision
$m
Net
$m
20
20
17
17
Lonmin Plc
Annual Report and Accounts 2015
/ 161
Financial Statements
01 /
The following are the contractual maturities of financial liabilities, including interest payments and excluding the impact of
netting agreements:
30 September 2015
Carrying
amount
$m
Financial liabilities:
Unsecured bank loans
Trade and other payables
Carrying
amount
$m
172
244
(515)
(208)
Contractual
cash flows
$m
(172)
(244)
(515)
(208)
<1
year
$m
(86)
(244)
1 to 2
years
$m
2 to 5
years
$m
>5
years
$m
1 to 2
years
$m
2 to 5
years
$m
>5
years
$m
(86)
Capital management
The Groups philosophy on capital management is to maintain a low level of financial gearing given the exposure of the
business to fluctuations in PGM commodity prices and the Rand / US Dollar exchange rate. The Group funds its
operations through a mixture of equity funding and bank borrowings.
The table below presents quantitative data for the components the Group manages as capital:
2014
$m
1,629
505
(320)
3,233
172
(143)
At 30 September
1,814
3,262
A Deeper Look
04 /
2015
$m
Financial Statements
The Group is in the process of amending its bank debt facilities and intends to raise $407 million of capital through a
Rights Issue to mitigate the liquidity risk. Refer to note 32 for details.
03 /
As at 30 September 2015 unamortised bank fees of $1m relating to drawn down facilities were offset against
unsecured bank loans (30 September 2014 $3m).
Governance
30 September 2014
505
208
<1
year
$m
02 /
Financial liabilities:
Unsecured bank loans
Trade and other payables
Contractual
cash flows
$m
Strategic Report
As part of the annual budgeting and long term planning process, the Groups cash flow forecast is reviewed and
approved by the Board. The cash flow forecast is amended on an ongoing basis for any significant changes in the key
assumptions identified during the year. Where funding requirements are identified from the cash flow forecast, appropriate
measures are taken to ensure these requirements can be satisfied. Factors taken into consideration are:
preferred sources of finance applying key criteria of cost, commitment, availability, security / covenant conditions;
www.lonmin.com
Shareholder Information
05 /
2014
SA Rand
$m
Sterling
$m
Other
$m
Total
$m
SA Rand
$m
Sterling
$m
Other
$m
Total
$m
11
19
12
15
27
56
93
1
1
1
102
57
95
1
102
48
70
2
8
1
337
56
72
2
337
Current liabilities:
Trade and other payables
Provisions
Interest bearing loans and borrowings
(197)
(39)
(144)
(5)
(1)
(203)
(39)
(144)
(227)
(87)
(12)
(1)
(240)
(87)
Non-current liabilities:
Interest bearing loans and borrowings
(88)
(88)
(222)
99
11
(112)
(270)
334
15
79
Non-current assets:
Other financial assets
Current assets:
Trade and other receivables
Cash and cash equivalents
Tax recoverable
HDSA receivable
The principal exchange rates impacting the Groups results are Rand / Dollar and Sterling / Dollar. Details of average
exchange rates and closing exchange rates can be found in the Operating Statistics.
The Group also carries a $177 million Rand denominated deferred tax liability on the statement of financial position which
is exposed to currency risk (2014 $268 million).
Our current policy is not to hedge Rand / US Dollar currency exposures and, therefore, fluctuations in the Rand to US Dollar
exchange rate can have a significant impact on the Groups results. A strengthening of the Rand against the US Dollar
has an adverse effect on profits due to the majority of operating costs being paid in Rand.
Lonmin Plc
Annual Report and Accounts 2015
/ 163
Financial Statements
+/-$111m
+/- $69m
+/- $69m
+/- 11.8c
+/- $65m
+/- $40m
+/- $40m
+/- 7.0c
These sensitivities are based on 2015 prices, costs and volumes and assume all other variables remain constant.
20d Interest rate risk
The bulk of our borrowing facilities are in US Dollars and at floating rates of interest. The interest position is kept
under constant review in conjunction with the liquidity policy outlined in note 20b and the future funding requirements
of the business.
Liabilities:
Unsecured bank loans i
6.4
Non-interest bearing
2018
$m
2019
$m
(505)
2014
$m
2015
$m
2014
$m
2015
$m
2014
$m
14
57
1
11
17
50
8
15
225
101
1
1
71
82
1
1
102
337
83
90
328
155
102
337
2015
$m
2014
$m
2015
$m
2014
$m
5
197
5
1
4
227
12
1
361
144
175
208
244
505
175
A Deeper Look
2014
$m
04 /
2015
$m
Financial Statements
2015
$m
Non-interest bearing
Financial liabilities:
US Dollar
SA Rand
Sterling
Other
2017
$m
03 /
Financial assets:
US Dollar
SA Rand
Sterling
Other
2016
$m
Governance
Weighted average
interest rate in 2015
%
02 /
Based on contracted maturities, the following amounts are exposed to interest rate risk over future years as shown below:
Strategic Report
2014
01 /
2015
Footnote:
i
Figures are based on facilities outstanding at the financial reporting date (refer to note 29).
05 /
Shareholder Information
www.lonmin.com
2014
Pt
Pd
Rh
Pt
Pd
Rh
+/- $82m
+/- $51m
+/- $51m
+/- 8.8c
+/- $25m
+/- $15m
+/- $15m
+/- 2.6c
+/- $9m
+/- $6m
+/- $6m
+/- 1.0c
+/- $62m
+/- $39m
+/- $39m
+/- 7.2c
+/- $17m
+/- $10m
+/- $10m
+/- 1.9c
+/- $9m
+/- $5m
+/- $5m
+/- 1.0c
These sensitivities are based on 2015 prices, costs and volumes and assume all other variables remain constant.
20f Fair values
The fair values of financial assets and liabilities, together with the carrying amounts shown in the statement of financial
position, are as follows:
2015
2014
Carrying
amount
$m
Fair
value
$m
Carrying
amount
$m
Fair
value
$m
19
102
63
1
320
19
102
63
1
320
27
337
73
2
143
27
337
73
2
143
Financial assets
505
505
582
582
(208)
(506)
(208)
(506)
(244)
(175)
(244)
(175)
Financial liabilities
(714)
(714)
(419)
(419)
(209)
(209)
163
163
Listed investments within other financial assets are marked to market. The unlisted investment is at Directors valuation
and the residual balances in available for sale financial assets relate to cash deposits held in respect of rehabilitation
obligations for which carrying values are at fair value.
The HDSA receivable represents loans held at amortised cost.
Trade and other receivables (excluding prepayments and accrued income) and trade and other payables are typically due
within one month and therefore the carrying amount is fair value.
For cash and cash equivalents the carrying value is equal to fair value.
For unsecured bank loans, there is considered to be no material difference between the carrying amount and fair value.
Amounts are shown gross of unamortised bank fees unless the unamortised bank fees relate to undrawn facilities in
which case they are treated as other receivables.
Lonmin Plc
Annual Report and Accounts 2015
/ 165
Financial Statements
2015
Level 1
$m
Level 2
$m
Level 3
$m
Total
$m
11
Level 2
$m
Level 3
$m
Total
$m
11
15
Deferred
tax liabilities
$m
Net
balance
$m
Governance
Level 1
$m
02 /
2014
Strategic Report
Level 3 fair value is determined on inputs not based on observable market data.
01 /
Level 2 fair value is determined using inputs other than quoted prices included within level 1 that are observable for the
asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Deferred
tax liabilities
$m
Net
balance
$m
Deferred
tax assets
$m
(222)
(222)
118
89
6
117
38
6
(537)
(537)
117
38
6
213
(222)
(9)
161
(537)
(376)
Financial Statements
118
89
6
03 /
Non-current assets
Provisions
Trading losses
Share-based payments
Deferred
tax assets
$m
2014
Recognised in income
Recognised in
comprehensive
Underlying
income
$m
$m
At 30
September
2015
$m
270
10
(13)
(3)
51
4
(222)
118
89
6
(376)
48
280
39
(9)
Underlying
$m
Recognised in
comprehensive
income
$m
Recognised in income
At 1
October
2013
$m
Non-current assets
Provisions
Trading losses
Share-based payments
www.lonmin.com
Special items
Exchange
Other special
movements
items
$m
$m
At 30
September
2014
$m
(607)
100
42
86
(58)
17
38
(537)
117
38
6
(501)
42
86
(3)
(376)
Shareholder Information
58
(6)
(4)
05 /
(537)
117
38
6
A Deeper Look
Non-current assets
Provisions
Trading losses
Share-based payments
Special items
Exchange
Other special
movements
items
$m
$m
04 /
At 1
October
2014
$m
Temporary
differences
$m
2014
Unrecognised
deferred tax
assets /
(liabilities)
$m
Temporary
differences
$m
Unrecognised
deferred tax
assets /
(liabilities)
$m
162
194
198
17
(404)
34
50
55
4
(20)
162
70
220
(1,690)
34
17
61
(84)
167
123
(1,238)
28
The temporary differences above, except for the unremitted profits from overseas subsidiaries, are subject to the local tax rate in
the United Kingdom at 21% (2014 21%), South Africa at 28% (2014 28%) and Canada at 18% (2014 18%). The dividend
withholding tax rate is 15% (2014 15%). Dividends payable by the South African companies to Lonmin Plc will be subject to
a 5% withholding tax benefitting from double taxation agreements. Therefore unrecognised deferred tax liabilities generated by
the timing difference relating to unremitted profits of overseas subsidiaries in 2015 only apply to Lonmin Plc for dividends
receivable from WPL and EPL at a rate of 5%.
At 30 September 2015, the Group had an amount of $114 million (2014 $114 million) of surplus Advanced Corporation Tax
(ACT) available, subject to certain restrictions, for set-off against future United Kingdom corporation tax liabilities. Shadow ACT
amounted to $274 million (2014 $274 million) and must be set-off prior to the utilisation of surplus ACT.
No deferred tax assets have been recognised in respect of the trading and other losses and the capital losses for subsidiaries
where management believe the chances of recovery are low.
22 Provisions
2015
$m
2014
$m
Opening balance
Capitalised to non-current assets
Established in the year
Unwinding of discount (note 6)
Foreign exchange differences
Restructuring and reorganisation costs
141
7
(10)
10
(26)
39
140
5
2
10
(16)
Closing balance
161
141
Current liabilities
Provisions
39
122
141
Non-current liabilities
Provisions
Current provisions relate to provisions for restructuring and reorganisation costs (refer to note 3).
Non-current provisions represent site rehabilitation liabilities and generally assume the cash flows occur at the end of the life of
the mine.
The Group provided third party guarantees to the Department of Mineral Resources amounting to $45 million (2014 $55 million)
in connection with these rehabilitation obligations which the Group has to fund in order to restore the environment once all
mining operations have ceased. The movement in the value of the guarantees is mainly caused by foreign exchange movements.
Current cash and cash equivalents to the value of $6 million will be treated as restricted cash to be utilised for rehabilitation
obligations.
Lonmin Plc
Annual Report and Accounts 2015
/ 167
Financial Statements
7
45
1
9
55
1
53
65
Number
$m
586,906,900
570,660,777
586
570
50,000
Issued and
fully paid
Number
Paid up
amount
$m
Share
premium
$m
570,660,777
570
1,411
3,120,687
13,125,436
3
13
37
586,906,900
586
1,448
Number
$m
618,631,943
619
Strategic Report
2014
$m
Footnotes:
The Group provided third party guarantees to Eskom as security to cover estimated electricity accounts for three months.
i
ii
iii
Other contingent liabilities relate to guarantees to various entities including the medical aid scheme, Transnet and Telkom.
01 /
2015
$m
A Deeper Look
The holders of ordinary shares are entitled to receive all shareholder documents, to receive notice of any general meeting,
to attend, speak and exercise voting rights, either in person or by proxy and are entitled to participate in any distribution of
income or capital.
04 /
The rights and obligations attaching to the Companys ordinary shares and the provisions relating to the transfer of the
ordinary shares are governed by law and the Companys Articles of Association.
Financial Statements
03 /
At 30 September 2015:
Ordinary shares of $1 each
Governance
At 1 October 2014:
Ordinary shares of $1 each
The issue of shares pursuant to:
issue of shares to the Lonmin Employee Benefit Trust (Shareholder Value
Incentive Plan and Stay & Prosper Plan)
issue of shares to the Bapo
02 /
There are no restrictions on the transfer of shares or on the exercise of voting rights attached to them, except where the
Company has exercised its rights to suspend voting rights or to prohibit transfer.
05 /
Shareholder Information
www.lonmin.com
Number
of shares
Weighted
average
exercise price
of outstanding
options
(pence)
Weighted
average
remaining
contracted
life
(years)
Weighted
average
fair value
of options
granted
()
Share Plans
Long Term Incentive Plan
Outstanding at 1 October 2014
Granted during the year
Exercised during the year
Lapsed during the year
Outstanding at 30 September 2015
Exercisable at the end of the year
5,486,330
36,670
(507,710)
(1,357,604)
3,657,686
2.04
1.72
13,045,304
29,259
(2,132,291)
(3,557,523)
7,384,749
1.95
1.80
ASAP
Outstanding at 1 October 2014
Granted during the year
Exercised during the year
Lapsed during the year
Outstanding at 30 September 2015
Exercisable at the end of the year
1,217,847
223,393
(172,370)
(119,563)
1,149,307
8.55
3.02
Retention Plan
Outstanding at 1 October 2014
Granted during the year
Exercised during the year
Lapsed during the year
Outstanding at 30 September 2015
Exercisable at the end of the year
341,438
341,438
1.17
Further information about each of the above plans, including the performance conditions, can be found in the Remuneration
Committee Report.
Lonmin Plc
Annual Report and Accounts 2015
/ 169
Financial Statements
LTIP
Stay & Prosper
2014
1.61 1.65
0.15 1.72
3
44%
0.0%
1.0%
1.80 3.02
2.24 2.83
3
44%
0.0%
1.0%
Governance
2015
02 /
Monte Carlo
Monte Carlo
Strategic Report
01 /
Volatility was calculated with reference to the Groups historic share price volatility up to the grant date. The number of years
of historic data used is equal to the term of each option.
15
5
1
19
20
10
30
8
1
37
18
9
409
417
A Deeper Look
2014
$m
04 /
Transactions:
Purchases from joint venture Pandora
Amounts due from joint venture Pandora
Amounts due from associate Incwala
Dividends to minorities Incwala i
Interest accrued from HDSA investors in Incwala
Subscription paid to the Platinum Jewellery Development Association ii
Balances:
Amounts due from HDSA investors in Incwala iii
2015
$m
Financial Statements
The Groups related party transactions and balances are summarised below:
03 /
26 Related parties
The Group has a related party relationship with its Directors and key management (as disclosed in the Remuneration Report
and in note 5) and its equity accounted investments (note 13).
Footnotes:
i
These advance dividend payments were made by a Group company, WPL, to Incwala Platinum (Proprietary) Limited (IP) as explained in note 9.
The subscription paid by Lonmin is material to the Platinum Jewellery Development Association of which Lonmin is a member.
Refer to note 14 for details regarding the amounts due from HDSA investors in Incwala. This amount is before deducting the accumulated
impairment charge of $307 million.
05 /
ii
iii
www.lonmin.com
2015
$m
2014
$m
18
20
Shareholder Information
27 Capital commitments
2015
$m
2014
$m
1
1
1
2
Lonmin Management Services is contracted in a lease agreement which expires on 31 October 2020. The contract is
renewable every 10 years with a compounded yearly escalation rate of 8%.
Lonmin Plc is contracted in a lease agreement which expires on 23 June 2016. The contract is renewable at the date of expiry
and no escalation rate is applicable for the duration of the contract.
Cash flow
$m
Foreign
exchange
and non cash
movements
$m
Transfer of
unamortised
bank fees
from other
receivables
$m
As at
30 September
2015
$m
143
(87)
(88)
3
160
(331)
17
(88)
88
(2)
320
(506)
(29)
(171)
15
(185)
Foreign
exchange
and non cash
movements
$m
Transfer of
unamortised
bank fees
from other
receivables
$m
As at
1 October
2013
$m
Cash flow
$m
As at
30 September
2014
$m
201
(71)
(87)
(88)
13
143
(87)
(88)
3
201
(246)
13
(29)
Footnotes:
i
Net (debt) / cash as defined by the Group comprises cash and cash equivalents, bank overdrafts repayable on demand and interest bearing loans and
borrowings less unamortised bank fees, unless the unamortised bank fees relate to undrawn facilities in which case they are treated as other receivables.
ii
Current cash and cash equivalents to the value of $6 million will be treated as restricted cash to be utilised for rehabilitation obligations (refer note 22).
iii
As at 30 September 2015 unamortised bank fees of $1 million relating to drawn facilities were offset against net debt (30 September 2014 $3 million).
Lonmin Plc
Annual Report and Accounts 2015
/ 171
Financial Statements
Bapo transaction
Under the arrangement:
(i)
The fair value of the prepayment for the future royalties has
been calculated at R450 million ($40 million). This has been
accounted for as a prepayment for royalties which is
amortised over a period of 40 years under the terms of the
agreement. The balance is R447 million ($40 million) of
which R429 million ($38 million) is a non-current asset and
R11 million ($1 million) is current. Costs to the value of
R7 million ($1 million) have been amortised for the nine
months to September 2015. The current portion is included
under trade and other receivables.
Shareholder Information
www.lonmin.com
05 /
A Deeper Look
(b) Lonplats acquired 100% of the Bapos shares in Bapo ba The equity accounted investments increased by R44 million
Mogale Mining Company (Proprietary) Limited, whose only ($4 million). Refer to note 13.
asset of value was the 7.5% participation interest in the
Lonmin will continue to equity account for the joint venture.
Pandora JV, for its fair value of R44 million.
04 /
Financial Statements
03 /
Governance
02 /
Strategic Report
01 /
30 BEE transactions
Overview of the BEE transactions
In December 2014, Lonmin concluded a series of shareholding agreements with the Bapo ba Mogale Traditional Community
(the Bapo). Lonmin also implemented an Employee Share Ownership Plan and a Community Share Ownership Trust for the
benefit of the local communities on the western portion of our Marikana operations. All three transactions collectively provided
the additional equity empowerment which Lonmin required to achieve the 26% effective BEE equity ownership target as
required under the Mining Charter.
Accounting treatment
Community Trusts
Two separate Community Trusts were established one for
the Bapo community, as explained above, and the other for
the Marikana community on the western side of our Marikana
operations. Each of the Community Trusts was issued with
0.9% of the issued share capital of Lonplats which was
transferred from Lonmins subsidiary, LSA (U.K.) Limited (LSA).
In addition, the Trusts will receive annual distributions which
will equal their share of dividends declared by Lonplats, with a
minimum of R5 million payable to the Trust. If dividends
declared are less than R5 million, Lonplats will make a top-up
payment to bring the total distribution for that year to R5 million.
The Trusts will distribute the annual distributions to the
communities to fund community projects.
BEE
transaction
$m
22
4
38
b)
a) i)
26
38
Current assets
Trade and other receivables
Cash and cash equivalents
70
322
1
(2)
a) i)
a) i)
71
320
Current liabilities
Trade and other payables
(207)
(1)
a) ii)
(208)
Non-current liabilities
Deferred royalty payment
(3)
a) ii)
(3)
573
1,411
(480)
13
37
(13)
c)
c)
a) iii)
586
1,448
(493)
Non-current assets
Equity accounted investments
Royalty prepayment
Reference
Including BEE
transaction
$m
Lonmin Plc
Annual Report and Accounts 2015
/ 173
Financial Statements
The Akanani CGU is an exploration asset and is located on the Northern Limb of the Bushveld Igneous Complex in the
Limpopo Province of South Africa. A pre-feasibility study was completed in 2012.
The Limpopo CGU is located on the Northern Sector of the Eastern Limb of the Bushveld Igneous Complex in the Limpopo
Province of South Africa and comprises two resource blocks (Baobab and Baobab east). The CGU includes mines which
were placed on care and maintenance in 2009 and a concentrator complex.
Projections are determined through a combination of the views of the Directors, market
estimates and forecasts and other sector information. The Platinum price is projected to
be in the range of $1,050 to $1,535 per ounce in real terms over the life of the mine.
Palladium and Rhodium prices are expected to range between $605 and $840 and
$855 and $2,245 respectively per ounce in real terms over the same period.
Production volume
Projections are based on the capacity and expected operational capabilities of the
mines, the grade of the ore, and the efficiencies of processing and refining operations.
Production costs
Projections are based on current cost adjusted for expected cost changes as well as
giving consideration to specific issues such as the difficulty in mining particular sections
of the reef and the mining method employed.
Capital expenditure requirements Projections are based on the operational plan, which sets out the long-term plan of the
business and is approved by the Board.
Foreign currency exchange rates Spot rates as at the end of the reporting period are applied.
Reserves and resources of the
Projections are determined through surveys performed by Competent Persons and the
CGU
views of the Directors of the Company.
The discount rate is based on a Weighted Average Cost of Capital (WACC) calculation
using the Capital Asset Pricing Model grossed up to a pre-tax rate. The Group uses
external consultants to calculate an appropriate WACC.
A Deeper Look
For impairment testing management projects cash flows over the life of the relevant mining operation which is significantly
greater than 5 years. For the Marikana CGU the life of the mine spanning until 2058 was applied. For the Akanani CGU the life
of the mine spans until 2049.
04 /
Discount rate
Financial Statements
PGM prices
03 /
Management Approach
Governance
Key Assumption
02 /
For Marikana and Akanani, the recoverable amounts were calculated using a value in use valuation. The key assumptions
contained within the business forecasts and managements approach to determine appropriate values in use are set out below:
Strategic Report
The Marikana CGU is located in the Marikana district to the east of the town of Rustenburg in the North West Province of
South Africa. It contains a number of producing underground mines, various development properties, concentrators, tailings
storage facilities and smelting and refining operations.
01 /
For impairment assessment, the Groups net assets are grouped into CGUs being the Marikana CGU, Akanani CGU,
Limpopo CGU and Other. The Marikana and Limpopo CGUs relate to the PGM segment and the Akanani CGU relates
to the Exploration segment.
The risk-adjusted pre-tax discount rate applied for impairment testing in the Marikana CGU for 2015 was 15.6% real
(2014 11.8% real). The rate applied for the exploration and evaluation asset in the Akanani CGU for 2015 was 17.9%
nominal (2014 16.5% nominal).
05 /
The Limpopo CGU was valued on a fair value less cost to sell basis. The latest market transactions and resource multiples
were reviewed and given the current PGM environment, it was decided to impair the Limpopo asset to $nil.
Shareholder Information
www.lonmin.com
Akanani
CGU
Limpopo
CGU
Total
40
180
2,816
26
38
219
53
74
40
452
2,890
26
38
Total
3,100
219
127
3,446
Marikana
CGU
Akanani
CGU
Limpopo
CGU
Total
Recoverable amount:
Goodwill
Other intangibles
Property, plant and equipment
Equity accounted investments
Royalty prepayment
94
1,477
26
38
94
1,477
26
38
Total
1,635
1,635
Marikana
CGU
Akanani
CGU
Limpopo
CGU
Total
Impairment:
Goodwill
Other intangibles
Property, plant and equipment
Equity accounted investments
Royalty prepayment
(40)
(86)
(1,339)
(219)
(53)
(74)
(40)
(358)
(1,413)
Total
(1,465)
(219)
(127)
(1,811)
For the Marikana CGU, the impairment charge was first allocated to goodwill. The remaining balance of the impairment
charge was allocated pro-rata to the other non-financial assets, but limited to the assets recoverable amounts.
In preparing the financial statements, management has considered whether a reasonably possible change in the key
assumptions on which management has based its determination of the recoverable amounts of the CGUs would cause the
units carrying amounts to exceed their recoverable amounts. A reasonably possible change in any of the assumptions used
to value the Marikana CGU will lead to a reduction or increase in the impairment charge as follows:
Assumption
Movement in assumption
Metal prices
ZAR:USD exchange rate
Discount rate
Production
+/-5%
-/+5%
-/+100 basis points
+/-5%
$329m / ($336m)
$247m / ($279m)
$146m / ($137m)
$361m / ($361m)
The Akanani CGU was impaired in 2012, and as such a change in any of the key assumptions would lead to further
impairment or reversal of the previous impairment. Similar impairment assessments were performed on our Akanani asset.
These have resulted in full impairment of the assets in the Akanani CGU, with a further impairment charge of $219 million.
Reasonably possible movements in any of the three key assumptions would not result in a reversal of previous impairment.
Lonmin Plc
Annual Report and Accounts 2015
/ 175
Financial Statements
Following the amendment, the Groups debt facilities going forward are summarised as follows:
Revolving credit facilities totalling $75 million and a $150 million term loan, at a Lonmin Plc level, which mature in
May 2020 (assuming Lonmin exercises its option to extend the term up until this date).
Revolving credit facility totalling R1,980 million, at a Western Platinum Limited level, which matures in May 2020
(assuming Lonmin exercises its option to extend the term up until this date).
Strategic Report
01 /
The amended debt facility agreements which were entered into on 9 November 2015 will become effective only if a
Resolution approving the planned Rights Issue is passed by the Companys shareholders at a General Meeting to be held
on 19 November 2015 and $350 million of net cash proceeds are received.
The consolidated debt of the Group will not at any time exceed an amount equal to 35% of consolidated tangible net
worth of the Group;
The liquidity for the Group will not, for any week from 1 January 2016, be less than $20,000,000;
The capital expenditure of the Group (excluding any Bulk Tailings Agreement) shall not exceed the limits set out in
the table below. The Company shall also have the option to carry forward or back up to 10% of the limits set out in the
table below.
Financial Year
Capex Limit
Financial Year
Financial Statements
There is also an additional limit on capital expenditure in relation to any Bulk Tailings Agreement as set out below:
03 /
Governance
The consolidated tangible net worth of the Group will not be at any time less than US$1,100 million;
02 /
The limit on capital expenditure in relation to any Bulk Tailings Agreement after 30 September 2017 will be zero.
04 /
A Deeper Look
In addition to the above, the Groups existing lenders agreed on 26 October 2015 to suspend the testing of the tangible net
worth covenants under the existing US Dollar facility until the amended facilities agreements become effective, failing which,
the covenants would be tested under the existing facilities.
05 /
Shareholder Information
www.lonmin.com
Company
Principal place of
business
Country of
incorporation
Material subsidiaries
Eastern Platinum Ltd
Western Platinum Ltd
South Africa
South Africa
South Africa
South Africa
86.2%
86.2%
Subsidiary
Subsidiary
South Africa
South Africa
South Africa
South Africa
86.2%
80.1%
Subsidiary
Subsidiary
England
Barbados
Kenya
British Virgin
Islands
British Virgin
Islands
South Africa
South Africa
Canada
Canada
Gabon
England
Barbados
South Africa
England
Barbados
Kenya
British Virgin
Islands
British Virgin
Islands
South Africa
South Africa
Canada
Canada
Gabon
England
Barbados
South Africa
100.0%
100.0%
100.0%
100.0%
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Dormant
Investment holdings
Mineral exploration
Dormant
100.0%
Subsidiary
Dormant
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
65.0%
100.0%
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Dormant
Dormant
Investment holdings
Investment holdings
Dormant
Investment holdings
Dormant
Mineral exploration
England
England
100.0%
Subsidiary
Dormant
England
England
Canada
England
Guernsey
South Africa
England
England
Canada
England
Guernsey
South Africa
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Branch
England
England
England
England
100.0%
100.0%
Subsidiary
Subsidiary
Dormant
Dormant
Mineral exploration
Dormant
Insurance
Management of
strategic activities
of SA operations
Dormant
Dormant
England
Ireland
England
Ireland
100.0%
100.0%
Subsidiary
Subsidiary
England
England
England
South Africa
British Virgin
Islands
England
England
England
England
South Africa
British Virgin
Islands
England
100.0%
100.0%
100.0%
100.0%
100.0%
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Dormant
Early stage exploration
for PGMs, gold and
associated metals
Dormant
Dormant
Investment holdings
Dormant
Dormant
100.0%
Subsidiary
Dormant
Scotland
Scotland
100.0%
Subsidiary
Dormant
Gabon
Gabon
100.0%
Subsidiary
Dormant
Cayman Islands
Cayman Islands
100.0%
Subsidiary
Dormant
Other subsidiaries
ACGE Investments Limited
AfriOre International (Barbados) Limited
AfriOre Kenya Limited
AfriOre Limited
AfriOre Precious Metals Holdings Inc
AfriOre (Proprietary) Limited
Burchell Gold (Proprietary) Limited
Canada Inc 4321677
Canada Inc 6529241
Gabon Mining Corporation
Greataward Limited
Kwagga Gold (Barbados) Limited
Kwagga Gold (Proprietary) Limited
London Australian & General Property
Company Limited
London City & Westcliff Properties
Limited
Lonmin Bahamas Hotels Limited
Lonmin Canada Inc
Lonmin Finance Limited
Lonmin Insurance Limited
Lonmin Management Services
Principal activities
Platinum mining
Platinum mining
and refining
Platinum mining
Mineral exploration
and evaluation
Lonmin Plc
Annual Report and Accounts 2015
/ 177
Financial Statements
Company
Principal place of
business
Country of
incorporation
England
England
England
South Africa
Bermuda
England
England
England
South Africa
Bermuda
100.0%
100.0%
100.0%
100.0%
100.0%
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Dormant
Dormant
Dormant
Dormant
Dormant
South Africa
South Africa
50.0%
Joint Venture
Platinum mining
South Africa
South Africa
100.0%
Investment holdings
South Africa
South Africa
Subsidiary
Special
100.0% purpose entity
Northern Ireland
Northern Ireland
South Africa
South Africa
South Africa
South Africa
Special
100.0% purpose entity
Special
100.0% purpose entity
Special
100.0% purpose entity
South Africa
South Africa
Special
100.0% purpose entity
Governance
Restricted cash
02 /
Restricted cash
Strategic Report
Housing development
Early stage
exploration for
PGMs, gold and
associated metals
01 /
Other entities
Pandora Joint Venture
BAPO Mining Company (Proprietary)
Limited
Marikana Housing Development
Company
Principal activities
Restricted cash
Incwala Platinum (Proprietary) Limited (IP) is the only minority shareholder in the Group companies listed above.
03 /
A full list of Group companies will also be included in the annual return registered with Companies House.
Financial Statements
04 /
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
2014
$m
1
922
922
1
1,136
1,136
923
1,137
1
1,171
102
224
3
1,327
337
42
1,498
1,709
(697)
(361)
(694)
(1,058)
(694)
440
1,015
1,363
2,152
Net assets
1,363
2,152
41
586
1,448
88
(759)
570
1,411
88
83
41
1,363
2,152
Note
Non-current assets
Tangible fixed assets
Investments
Shares in subsidiary undertakings
35
36
38
39
37
40
41
41
41
The financial statements of Lonmin Plc, registered number 103002, were approved by the Board of Directors on
9 November 2015 and were signed on its behalf by:
Brian Beamish
Chairman
Simon Scott
Lonmin Plc
Annual Report and Accounts 2015
/ 179
Financial Statements
The Company has taken advantage of the exemption contained in Section 408(4) of the Companies Act 2006 from presenting
its own profit and loss account.
The Company has taken advantage of the exemption in FRS 1 Cash Flow Statements and has not prepared a cash flow
statement.
Strategic Report
The Companys functional currency is the US Dollar. The reporting currency is also the US Dollar.
01 /
34 Accounting policies
Basis of preparation
The Lonmin Plc (the Company) balance sheet and related notes have been prepared in accordance with United Kingdom
generally accepted accounting practice (UK GAAP) and in accordance with UK company law. The financial information has
been prepared on a historic cost basis as modified by the revaluation of certain financial instruments. The accounts have been
prepared on a going concern basis, as detailed in note 1 of the Group financial statements. The following principal accounting
policies have been applied consistently in dealing with items which are considered material in relation to the Companys
financial statements.
The Company has taken advantage of the exemption contained in FRS 8 and has therefore not disclosed transactions or
balances with wholly owned subsidiaries which form part of the group headed by Lonmin Plc.
Straight-line
Straight-line
Rate
3 5 years
3 10 years
A Deeper Look
Financial instruments
The Companys principal financial instruments (other than derivatives) comprise bank loans, investments, cash and short term
deposits.
04 /
Tangible fixed assets are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may
not be recoverable. When a review for impairment is conducted, the recoverable amount is assessed by reference to the net
present value of expected future cash flows of the relevant income generating unit or disposal value if higher in accordance
with FRS 11.
Financial Statements
Method
03 /
Governance
Investment in subsidiaries
The Companys investment in shares in Group companies are stated at cost less any provision for impairment. The principal
subsidiaries of the Company are LSA (U.K.) Limited (registered in England) and AfriOre Limited (registered in the British Virgin
Islands) which are both wholly owned by the Company. LSA (U.K.) Limited holds the investments in Western Platinum Limited,
Eastern Platinum Limited and Messina Platinum Mines Limited. AfriOre Limited holds the investment in Akanani Mining
(Proprietary) Limited. For more information see note 31 of the Group financial statements.
02 /
Bank loans were initially recorded at fair value, and have subsequently been recorded at amortised cost using the effective
interest rate method.
Leases
Operating lease rentals are charged to the profit and loss account on a straight-line basis over the period of the lease.
Current Tax
The charge for taxation is based on the profit for the year and takes account of the taxation deferred because of timing
differences between the treatment of certain items for taxation and accounting purposes.
www.lonmin.com
Shareholder Information
Accounting for the financing provided by the Company for Shandukas acquisition of the non-controlling interests in the
Companys principal subsidiaries is considered in note 14 of the Group accounts.
05 /
HDSA receivable
The HDSA receivable was recognised initially at fair value, and subsequently recorded at amortised cost.
Lonmin Plc
Annual Report and Accounts 2015
/ 181
Financial Statements
Depreciation:
At 1 October 2014
Charge for the year
Disposals
At 30 September 2015
At 1 October 2014
$m
Cost:
At 1 October 2014
Additions
1,538
At 30 September 2015
1,538
At 30 September 2015
616
922
At 1 October 2014
1,136
Financial Statements
402
214
03 /
Provisions:
At 1 October 2014
Increase
Governance
02 /
At 30 September 2015
Strategic Report
01 /
Cost:
At 1 October 2014
Additions
Disposals
$m
At 30 September 2014
1,538
At 30 September 2014
402
1,136
At 1 October 2013
1,136
www.lonmin.com
Shareholder Information
402
05 /
Provisions:
At 1 October 2013
Increase
A Deeper Look
1,538
04 /
Cost:
At 1 October 2013
Additions
At 1 October 2014
Interest accrued
Impairment charge
Foreign exchange differences
337
20
(227)
(28)
At 30 September 2015
102
HDSA
receivable
$m
At 1 October 2013
Interest accrued
Impairment charge
399
18
(80)
At 30 September 2014
337
Current assets
Other financial assets
2015
$m
2014
$m
102
337
For details of the HDSA receivable, refer to note 14 of the Group accounts.
38 Deferred tax
2015
Non-current assets
Provisions
Trading losses
Share-based payments
Non-current assets
Provisions
Trading losses
Share-based payments
2014
Deferred
tax assets
$m
Deferred
tax liabilities
$m
Net
balance
$m
Deferred
tax assets
$m
Deferred
tax liabilities
$m
Net
balance
$m
0.4
0.2
0.4
0.2
0.7
1.7
0.8
0.7
1.7
0.8
0.6
0.6
3.2
3.2
At 1
October
2014
$m
Exchange
movements
$m
Underlying
$m
At 30
September
2015
$m
0.7
1.7
0.8
(0.4)
(0.1)
(0.3)
(1.3)
(0.5)
0.4
0.2
3.2
(0.5)
(2.1)
0.6
Lonmin Plc
Annual Report and Accounts 2015
/ 183
Financial Statements
0.7
1.0
1.7
(0.2)
0.7
1.7
0.8
1.7
1.5
3.2
Underlying
$m
At 30
September
2014
$m
The Company had a deferred tax asset of $1 million (2014 $3 million) relating to the South African branch, from which
management believes that there will be sufficient future taxable profits to justify carrying the asset.
1,324
3
1,171
1,327
2015
$m
2014
$m
687
4
6
685
4
5
697
694
40 Creditors
04 /
1,171
Financial Statements
2014
$m
03 /
2015
$m
Governance
39 Debtors
02 /
The Company had an unrecognised deferred tax asset of $13 million at 30 September 2015 based on timing differences of
$65 million (2014 $7 million based on timing differences of $36 million). No unrecognised deferred tax assets have been
disclosed in respect of United Kingdom operations as management believe the chances of utilising future United Kingdom
taxable profits are low. The Company had $114 million of unrecognised surplus ACT at 30 September 2015 (2014 $114 million).
The Company had $274 million of unrecognised shadow ACT at 30 September 2015 (2014 $274 million).
Strategic Report
Exchange
movements
$m
01 /
Non-current assets
Provisions
Trading losses
Share-based payments
At 1
October
2013
$m
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
Share
premium
account
$m
At 1 October 2014
Loss for the year
Share-based payments
Share capital and share premium recognised
on the BEE transaction ii
Shares issued on exercise of share options iii
570
1,411
88
83
(857)
15
2,152
(857)
15
13
3
37
50
3
At 30 September 2015
586
1,448
88
(759)
1,363
Called up
share
capital
$m
Share
premium
account
$m
Other
reserves
$m
At 1 October 2013
Loss for the year
Share-based payments
Shares issued on exercise of share options iii
569
1,411
88
147
(79)
15
2,215
(79)
15
1
At 30 September 2014
570
1,411
88
83
2,152
Other
reserves i
$m
Profit and
loss account
$m
Total
$m
Profit and
loss account
$m
Total
$m
The loss of the Company for the 2015 financial year amounted to $857 million (2014 $79 million).
Further details of called up share capital and share premium can be found in note 24 to the Group accounts.
Details of shares held in the employee benefit trust can be found in note 25 to the Group accounts.
Footnotes:
i
Other reserves at 30 September 2015 represent the capital redemption reserve of $88 million (2014 $88 million).
ii
In December 2014, Lonmin concluded a series of shareholding agreements with the Bapo ba Mogale Traditional Community (the Bapo) which
enabled Lonmin to meet its BEE equity ownership target as required under the Mining Charter. Refer to note 30 for more detail.
iii
During the year 3,120,687 share options were exercised (2014 1,206,465) on which $3 million of cash was received (2014 $1 million).
42 Other information
Employees
The average number of employees of the Company during the year was 48 (2014 49) which includes 41 (2014 42)
employees who work in the South African branch. Total employee expenses, excluding charges for share options, were
$10 million (2014 $11 million) which includes $6 million (2014 $7 million) for employees working in the South Africa branch.
The employee expenses are made up of wages and salaries $8 million (2014 $9 million), social security costs $1 million
(2014 $1 million) and pension payments $1 million (2014 $1 million).
Directors emoluments are reported in the Remuneration Committee Report. No emoluments related specifically to their work
in the Company.
Pensions
For details of the Companys pension scheme, refer to note 5 of the Group accounts.
Related party transactions
The Companys only related party transaction has resulted in an amount due from HDSA investors in Incwala of $409 million
(excluding impairment provision) as per note 14 of the Group accounts (2014 $417 million). The Company also has a related
party relationship with its Directors and key management as disclosed in the Remuneration Committee Report.
Dividends
Refer to note 9 of the Group accounts.
A dividend of $1 million (2014 $10 million) was received from the investment in Petrozim Line (Private) Limited. The
investment in Petrozim Line (Private) Limited has a $nil carrying value. Refer note 6 of the Group accounts.
Share-based payments
For details of the Companys share plan and share option schemes, refer to note 25 of the Group accounts.
Lonmin Plc
Annual Report and Accounts 2015
A Deeper Look
186 Consolidated Group Five Year Financial Record
187 Operating Statistics Five Year Review
193 Mineral Resources and Mineral Reserves
/ 185
Key financial and operational
statistics over the past five years
and a summary of our mineral resource
and mineral reserve information
A Deeper Look
04 /
A Deeper Look
www.lonmin.com
2015
2014
2013
2012
2011
$m
$m
$m
$m
$m
$m
$m
cents
cents
1,293
(2,018)
(134)
(2,262)
(143)
(1,661)
(94)
(285.5)
(16.2)
965
(255)
52
(326)
46
(188)
31
(33.0)
5.4
1,520
147
164
140
158
166
109
31.2
20.5
1,614
(702)
67
(698)
57
(410)
15
(107.7)
3.9
1,992
307
311
293
315
273
226
71.8
59.4
1,477
177
(185)
1,629
278
2,882
552
574
(29)
3,233
567
2,908
968
422
201
3,409
599
2,889
1,077
177
(421)
2,488
652
31
15.0
2,567
1,680
244
(234)
2,930
770
30
15.0
15.0
(12)
(167)
(2.1)
(28.7)
(116)
(246)
(20.4)
(43.2)
16
(154)
3.0
(28.9)
263
(159)
69.1
(41.8)
630
210
165.7
55.2
$m
$m
cents
cents
Footnote:
i
The number of shares held prior to 11 December 2012 has been increased by a factor of 1.878 to reflect the bonus element of the Rights Issue.
Lonmin Plc
Annual Report and Accounts 2015
/ 187
A Deeper Look
Generation 1
Ounces mined
2012
2011
K3 shaft
Rowland shaft
Saffy shaft
4B/1B shaft
Hossy shaft
kt
kt
kt
kt
kt
2,713
1,872
1,758
1,628
953
1,484
1,005
782
891
609
3,101
1,781
1,150
1,845
1,051
2,646
1,599
898
1,622
864
2,750
2,082
1,110
1,643
793
Generation 2
kt
8,923
4,771
8,928
7,628
8,379
Newman shaft
W1 shaft
East 1 shaft
East 2 shaft
East 3 shaft
Pandora (100%) 2
kt
kt
kt
kt
kt
kt
765
180
148
390
68
544
428
102
104
279
28
299
948
170
390
426
94
571
919
126
496
397
104
435
1,197
154
536
484
153
394
Generation 1
kt
2,095
1,240
2,599
2,476
2,920
K4 shaft
kt
49
117
45
Total Underground
kt
11,067
6,012
11,531
10,221
11,344
Opencast
kt
230
333
528
443
601
kt
11,297
6,345
12,058
10,663
11,944
Underground
kt
kt
11,297
6,351
12,058
10,663
11,944
75.1%
74.1
73.9
71.7
73.2
kt
11,016
6,180
11,730
10,413
11,718
oz
oz
oz
668,319
36,458
371,651
20,327
255
717,882
40,917
635,346
30,714
695,474
25,342
392,233
758,799
666,060
720,816
Total PGMs
Total PGMs
Total PGMs
oz
oz
oz
1,280,964
71,861
707,913
40,044
572
1,340,678
78,353
1,174,776
58,300
1,306,082
48,420
Lonmin
Total PGMs
oz
1,352,825
748,529
1,419,032
1,233,076
1,354,501
Marikana
Pandora (100%) 6
Underground
Opencast
Total
Underground
kt
kt
kt
kt
10,930
318
11,248
562
5,389
422
5,810
281
10,854
393
11,248
574
9,936
450
10,386
432
10,896
748
11,643
394
Limpopo 7
Underground
kt
27
Lonmin Platinum
Underground
Opencast
Total
kt
kt
kt
11,491
318
11,810
5,696
422
6,118
11,428
393
11,822
10,367
450
10,817
11,290
748
12,037
Milled head
grade 8
Lonmin Platinum
Underground
Opencast
Total
g/t
g/t
g/t
4.51
3.08
4.47
4.48
3.20
4.39
4.60
2.92
4.54
4.56
3.01
4.49
4.54
2.23
4.40
Concentrator
recovery rate 9
Lonmin Platinum
Underground
Opencast
Total
%
%
%
86.8
85.1
86.7
87.0
84.5
86.9
87.0
85.3
87.0
86.1
85.9
86.1
85.4
81.6
85.3
Tonnes milled 5
www.lonmin.com
Shareholder Information
704,776
05 /
oz
A Deeper Look
Platinum
04 /
Lonmin
Lonmin excluding
Pandora
Pandora (100%)
Limpopo
Financial Statements
Lonmin excluding
Pandora
Platinum
Pandora (100%)
Platinum
Limpopo
Platinum
03 /
Lonmin
(attributable)
2013
Governance
Lonmin (100%)
2014
02 /
Limpopo
2015
Strategic Report
Generation 2
Units
01 /
Tonnes mined
Units
2015
2014
2013
2012
2011
Marikana
Platinum
Palladium
Gold
Rhodium
Ruthenium
Iridium
Total PGMs
oz
oz
oz
oz
oz
oz
oz
696,489
323,177
16,503
101,435
165,689
32,416
1,335,710
355,926
164,960
9,879
49,908
81,693
16,143
678,508
706,012
323,622
17,664
95,241
144,304
33,059
1,319,902
646,393
295,409
16,925
83,144
127,269
27,610
1,196,750
694,149
324,655
17,471
91,659
144,369
31,294
1,303,597
Limpopo
Platinum
Palladium
Gold
Rhodium
Ruthenium
Iridium
Total PGMs
oz
oz
oz
oz
oz
oz
oz
1,121
974
93
114
161
44
2,508
Pandora
Platinum
Palladium
Gold
Rhodium
Ruthenium
Iridium
Total PGMs
oz
oz
oz
oz
oz
oz
oz
37,553
17,496
131
6,383
10,466
1,988
74,019
18,913
8,960
54
3,226
5,168
916
37,237
41,117
19,190
315
6,563
9,764
1,773
78,721
30,625
14,261
228
4,743
7,135
1,195
58,188
25,241
11,847
179
3,865
6,070
996
48,199
oz
oz
oz
oz
oz
oz
oz
734,042
340,673
16,635
107,818
176,156
34,405
1,409,729
375,960
174,894
10,026
53,248
87,022
17,103
718,253
747,129
342,812
17,979
101,803
154,067
34,832
1,398,623
677,019
309,670
17,153
87,886
134,404
28,805
1,254,938
719,390
336,502
17,650
95,524
150,439
32,290
1,351,796
Concentrate
Purchases
Platinum
Palladium
Gold
Rhodium
Ruthenium
Iridium
Total PGMs
oz
oz
oz
oz
oz
oz
oz
6,273
1,869
18
816
1,079
338
10,394
4,398
1,242
14
531
546
224
6,955
3,813
1,132
14
421
428
172
5,980
2,802
973
10
329
404
129
4,647
Lonmin Platinum
Platinum
Palladium
Gold
Rhodium
Ruthenium
Iridium
Total PGMs
Nickel 11
Copper 11
oz
oz
oz
oz
oz
oz
oz
MT
MT
740,315
342,542
16,653
108,634
177,235
34,743
1,420,122
3,669
2,250
380,359
176,136
10,040
53,779
87,567
17,327
725,208
2,092
1,314
750,942
343,944
17,993
102,225
154,495
35,004
1,404,603
3,743
2,340
679,821
310,643
17,163
88,216
134,808
28,934
1,259,585
3,489
2,226
719,390
336,502
17,650
95,524
150,439
32,290
1,351,796
3,537
2,223
Lonmin Plc
Annual Report and Accounts 2015
/ 189
A Deeper Look
2015
2014
2013
2012
2011
648,414
310,558
18,398
110,896
153,394
32,844
1,274,503
686,877
323,907
18,013
86,702
164,374
26,337
1,306,210
Toll refined
metal production
Platinum
Palladium
Gold
Rhodium
Ruthenium
Iridium
Total PGMs
oz
oz
oz
oz
oz
oz
oz
689
280
14
95
2,093
560
3,731
4,501
1,765
116
1,546
7,417
1,914
17,259
1,364
662
289
1,837
6,519
1,012
11,683
38,958
21,043
729
4,717
7,907
1,944
75,299
44,396
49,119
2,879
14,402
24,408
5,249
140,453
Total refined
PGMs
Platinum
Palladium
Gold
Rhodium
Ruthenium
Iridium
Total PGMs
Nickel 12
Copper 12
oz
oz
oz
oz
oz
oz
oz
MT
MT
759,695
350,320
18,246
102,467
183,896
32,740
1,447,364
3,720
2,276
436,184
210,521
12,415
78,486
114,583
29,905
882,094
2,387
1,480
709,029
320,503
18,965
80,961
177,571
29,081
1,336,109
3,532
2,168
687,372
331,601
19,128
115,613
161,300
34,788
1,349,802
3,786
2,153
731,273
373,026
20,892
101,103
188,782
31,586
1,446,662
4,188
2,454
oz
oz
oz
oz
oz
oz
oz
MT
MT
MT
751,560
347,942
19,199
92,520
192,549
30,114
1,433,883
3,656
2,131
1,440,901
441,684
212,500
13,100
81,120
121,904
29,778
900,087
2,251
1,448
747,881
695,803
313,030
18,423
77,625
168,266
28,828
1,301,973
3,586
2,130
1,388,761
701,831
335,849
19,273
119,054
170,751
37,187
1,383,945
3,843
2,197
1,209,643
720,783
372,284
19,417
102,653
187,189
33,603
1,435,929
4,180
2,448
730,278
Financial Statements
707,665
319,841
18,676
79,124
171,052
28,068
1,324,426
03 /
431,683
208,756
12,299
76,940
107,166
27,991
864,835
Governance
759,005
350,040
18,232
102,372
181,803
32,180
1,443,633
02 /
oz
oz
oz
oz
oz
oz
oz
Strategic Report
Platinum
Palladium
Gold
Rhodium
Ruthenium
Iridium
Total PGMs
01 /
Lonmin refined
metal production
Base metals
Sales
Units
04 /
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
Units
2015
2014
2013
2012
2011
Platinum
$/oz
Palladium
$/oz
Gold
$/oz
Rhodium
$/oz
Ruthenium
$/oz
Iridium
$/oz
Basket price of PGMs 13
$/oz
Full Basket price of PGMs 14 $/oz
Basket price of PGMs 13
R/oz
Full Basket price of PGMs 14 R/oz
Nickel 12
$/MT
Copper 12
$/MT
Chrome 12
$/MT
1,095
718
1,487
998
45
524
849
902
10,207
10,829
10,512
5,584
17
1,403
775
1,509
1,050
57
521
1,013
1,072
10,654
11,277
13,053
6,810
18
1,517
715
1,508
1,097
74
946
1,100
1,167
10,291
10,921
12,772
7,113
19
1,517
630
1,597
1,274
103
1,042
1,095
1,163
8,807
9,304
14,330
7,201
20
1,769
752
1,405
2,145
168
938
1,299
1,389
9,109
9,716
21,009
8,612
27
Footnotes:
1. Reporting of shafts are in line with our operating strategy for Generation 1 and Generation 2 shafts.
2.
Pandora underground tonnes mined represents 100% of the total tonnes mined on the Pandora joint venture of which 42.5% for October and November 2014
and 50% thereafter is attributable to Lonmin.
3.
Limpopo underground tonnes mined represents low grade development tonnes mined whilst on care and maintenance.
4.
Ounces mined have been calculated at achieved concentrator recoveries and with Lonmin standard downstream processing recoveries to present
produced saleable ounces.
5.
6.
Lonmin purchases 100% of the ore produced by the Pandora joint venture for onward processing which is included in downstream operating statistics.
7.
8.
Head Grade is the grammes per tonne (5PGE + Au) value contained in the tonnes milled and fed into the concentrator from the mines (excludes slag milled).
9.
Recovery rate in the concentrators is the total content produced divided by the total content milled (excluding slag).
10. As from 2014, metals-in-concentrate have been calculated at Lonmin standard downstream processing recoveries to present produced saleable ounces.
11. Corresponds to contained base metals in concentrate.
12. Nickel is produced and sold as nickel sulphate crystals or solution and the volumes shown correspond to contained metal. Copper is produced as refined
product but typically at LME grade C. Chrome is produced in the form of chromite concentrate and volumes shown are in the form of chromite.
13. Basket price of PGMs is based on the revenue generated in Rand and Dollar from the actual PGMs (5PGE + Au) sold in the period based on the
appropriate Rand / Dollar exchange rate applicable for each sales transaction.
14. As per note 13 but including revenue from base metals.
Lonmin Plc
Annual Report and Accounts 2015
/ 191
A Deeper Look
1,500
159
3,296
408
2,907
410
#
#
26,968
8,701
28,276
10,016
28,379
10,042
28,230
8,293
27,796
9,564
R/$
/$
R/$
/$
12.01
0.65
13.83
0.66
10.55
0.60
11.29
0.62
9.24
0.64
9.99
0.62
8.05
0.63
8.30
0.62
6.95
0.62
8.05
0.64
$m
$m
$m
$m
(785)
(145)
(120)
(71)
(622)
(107)
(106)
(74)
(919)
(159)
(133)
(101)
(877)
(168)
(147)
(100)
(995)
(187)
(172)
(97)
$m
(25)
(24)
(26)
(35)
(32)
$m
$m
$m
(48)
(2)
(38)
(3)
287
(64)
(7)
(48)
(9)
121
(46)
(7)
$m
$m
$m
$m
$m
(1)
(9)
(14)
(84)
51
(5)
(15)
(79)
25
(6)
(13)
203
44
(8)
(12)
(140)
14
(12)
(13)
(12)
5
$m
(1,253)
(761)
(1,181)
(1,412)
(1,567)
$m
$m
$m
$m
(7)
(2)
(10)
(6)
(2)
(1)
1
(4)
(10)
(4)
2
(5)
(4)
(2)
(1)
4
6
$m
(1,272)
(771)
(1,199)
(1,421)
(1,559)
PGM operations
segment
Rm
Rm
Rm
Rm
(9,414)
(1,731)
(1,426)
(810)
(6,556)
(1,121)
(1,119)
(786)
(8,545)
(1,469)
(1,235)
(928)
(7,079)
(1,346)
(1,183)
(805)
(7,002)
(1,297)
(1,203)
(679)
Rm
(294)
(256)
(243)
(287)
(217)
Rm
Rm
Rm
(574)
(25)
(402)
(31)
3,028
(597)
(61)
(385)
(76)
966
(318)
(50)
Rm
Rm
Rm
Rm
Rm
(10)
(103)
(164)
6
(2,659)
(52)
(148)
(480)
(1,117)
(55)
(121)
2,145
(1,247)
(68)
(99)
(842)
(218)
(82)
(87)
(119)
(517)
Rm
(17,203)
(9,040)
(12,356)
(11,424)
(11,572)
Underlying cost
of sales
PGM operations
segment
Mining
Concentrating
Smelting and refining 3
Shared services
Management and
marketing services
Ore, Concentrate and
other purchases
Limpopo mining
Special item adjustment
ESOP and Community
trusts donations
Royalties
Share based payments
Inventory movement
FX and Group Charges
Mining
Concentrating
Smelting and refining3
Shared services
Management and
marketing services
Ore, Concentrate and
other purchases
Limpopo mining
Special Item Adjustment
ESOP and Community
trusts donations
Royalties
Share based Payments
Inventory movement
FX and Group Charges
A Deeper Look
1,641
136
04 /
Rm
$m
Capital expenditure
Financial Statements
2011
03 /
2012
Governance
2013
02 /
2014
Strategic Report
2015
01 /
Units
1
05 /
Shareholder Information
www.lonmin.com
Cost of
Cost
production
(PGM operations)4
PGM Saleable
ounces
Mining
Concentrating
Smelting and refining3
Shared services
Management and
marketing services
2014
2013
2012
2011
Rm
Rm
Rm
Rm
(9,414)
(1,731)
(1,426)
(810)
(6,556)
(1,121)
(1,119)
(786)
(8,545)
(1,469)
(1,235)
(928)
(7,079)
(1,346)
(1,183)
(805)
(7,002)
(1,297)
(1,203)
(679)
Rm
(294)
(256)
(243)
(287)
(217)
Rm
(13,674)
(9,838)
(12,420)
(10,701)
(10,399)
1,280,964
707,913
1,340,678
1,174,776
1,306,082
1,409,729
1,447,364
715,746
882,094
1,398,623
1,336,109
1,254,938
1,349,802
1,351,796
1,446,662
1,420,122
722,701
1,404,603
1,259,585
1,351,796
R/oz
R/oz
R/oz
R/oz
(7,349)
(1,228)
(985)
(570)
(9,261)
(1,567)
(1,269)
(1,087)
(6,373)
(1,051)
(925)
(661)
(6,026)
(1,073)
(877)
(639)
(5,361)
(960)
(832)
(503)
R/oz
(207)
(355)
(173)
(228)
(161)
R/oz
(10,339)
(13,538)
(9,182)
(8,843)
(7,815)
%
%
%
%
20.6%
21.6%
22.4%
47.5%
(45.3)%
(49.2)%
(37.3)%
(64.5)%
(5.8)%
2.1%
(5.4)%
(3.3)%
(12.4)%
(11.8)%
(5.4)%
(27.2)%
(15.4)%
(10.6)%
5.8%
(12.8)%
41.7%
(104.9)%
24.1%
(41.9)%
7.0%
23.6%
(47.4)%
(3.8)%
(13.1)%
(11.4)%
2015
Footnotes:
1. Capital expenditure is the aggregate of the purchase of property, plant and equipment and intangible assets (includes capital accruals and excludes
capitalised interest).
2.
Exchange rates are calculated using the market average daily closing rate over the course of the period.
3.
Comprises of Smelting and Refining costs as well as direct Process Operations shared costs.
4.
It should be noted that with the implementation of the revised operating model in 2014 and 2015 the cost allocation between business units has been
changed and, therefore, whilst the total is on a like-for-like basis, individual line items are not totally comparable.
Lonmin Plc
Annual Report and Accounts 2015
/ 193
A Deeper Look
Akanani
Limpopo
Pandora JV
11.5
1.3
Loskop JV
Tailings Dams
0.8
Tailings Dams
www.lonmin.com
0.9
5.8
34.7
Limpopo
16.8
Pandora JV
Marikana
Akanani
29.2
0.7
Sudbury PGM JV
20
40
60
80
100
120
10
15
20
25
30
35
Shareholder Information
Marikana
05 /
A Deeper Look
04 /
Financial Statements
03 /
Governance
02 /
Strategic Report
01 /
30-Sep-2015
3PGE + Au
Marikana
Limpopo 2
Limpopo Baobab shaft
Akanani
Pandora JV
Loskop JV 3
Sudbury PGM JV 3
Tailings Dam 3
Total Resource
3PGE + Au
Mt
g/t
Moz
Pt Moz
Mt
g/t
Moz
Pt Moz
742.2
128.8
46.1
233.1
77.3
10.1
0.2
22.5
4.92
4.07
3.91
3.90
4.65
4.04
5.86
1.10
117.4
16.8
5.8
29.2
11.5
1.3
0.04
0.80
70.6
8.4
3.0
12.0
7.0
0.8
0.02
0.5
751.9
128.8
46.1
216.0
65.8
10.1
0.4
22.5
4.87
4.07
3.91
3.84
4.65
4.04
6.30
1.10
117.8
16.8
5.8
26.7
9.8
1.3
0.07
0.8
71.0
8.4
3.0
10.9
6.0
0.8
0.04
0.5
1,260.2
4.51
182.9
102.3
1,241.4
4.49
179.1
100.5
Area
Footnotes:
1. All figures are reported on a Lonmin Plc attributable basis, the relative proportions of ownership per project.
2.
3.
Loskop and Sudbury PGM JV exclude Rh, due to insufficient assays, and therefore 2PGE + Au are reported. Tailings Dam exclude Au, due to assay
values below laboratory detection limit, and therefore are reported as 3PGE.
4.
5.
Quantities and grades have been rounded to one or two decimal places, therefore minor computational errors may occur.
30-Sep-2014
3PGE + Au
Area
3PGE + Au
Mt
g/t
Moz
Pt Moz
Mt
g/t
Moz
Pt Moz
Marikana
Limpopo 2
Limpopo Baobab shaft
Pandora JV
Tailings Dam 4
263.8
0.0
0.0
6.6
21.1
4.10
4.09
1.10
34.7
0.0
0.0
0.9
0.7
21.2
0.0
0.0
0.5
0.5
277.5
42.4
9.4
6.0
21.1
3.98
3.20
3.16
4.11
1.10
35.5
4.4
1.0
0.79
0.7
21.7
2.2
0.5
0.5
0.5
Total Reserve
291.5
3.87
36.3
22.2
356.4
3.70
42.4
25.3
Footnotes:
1. All figures are reported on a Lonmin Plc attributable basis, the relative proportions of ownership are per project.
2.
3.
Tailings Dam exclude Au, due to assay values below laboratory detection limit, and therefore are reported as 3PGE.
4.
Quantities and grades have been rounded to one or two decimal places, therefore minor computational errors may occur.
Further details can be found in the full Mineral Resource and Mineral Reserve Statement available on the companys website,
www.lonmin.com
Lonmin Plc
Annual Report and Accounts 2015
Shareholder Information
196
198
198
199
200
ibc
Shareholder Information
Corporate Information
Reporting Calendar
Acronyms and Abbreviations
The Sixteen-Eight Memorial Trust
Lonmin Charter
/ 195
Shareholder
Information
05 /
Shareholder Information
www.lonmin.com
Shareholder Information
Lonmins shares are quoted on the London and Johannesburg stock exchanges and ADRs representing Lonmin shares are also
traded in an OTC market in the USA.
UK share register information
All holdings of the Companys shares are maintained on the Companys UK share register, with the exception of those held on the
South African branch register. The register is administered by Equiniti Registrars (formerly known as Lloyds TSB Registrars).
You can access information about your shareholding including balance movements and dividend payments on Shareview, an
electronic communications service provided by Equiniti. It also allows you to change your registered address details, set up a
dividend mandate, vote at general meetings and register to receive Company communications electronically.
To register for this free service, visit www.shareview.co.uk and follow the simple instructions. You will need your shareholder
reference number, which can be found on your share certificate, dividend tax voucher or proxy card.
South African branch register information
The South African branch register is administered by Link Market Services South Africa (Pty) Ltd.
Contact details for both the UK and South African registrars can be found in Corporate Information on page 198.
Dividends
No dividends will have been recommended or declared for the year ended 30 September 2015.
The following information regarding UK Capital Gains Tax and Individual Savings Accounts is relevant for UK resident, ordinarily
resident and domiciled individual shareholders. None of this information constitutes financial or tax advice and is intended as a
general guide only.
UK Capital Gains Tax
For UK Capital Gains Tax purposes, shareholders disposing of shares in either Lonmin Plc or Lonrho Africa Plc after 7 May 1998,
who held shares prior to that date, should apportion the base cost of their original Lonmin Plc shares between the two companies.
Based on the closing share prices on 7 May 1998 of Lonmin Plc and Lonrho Africa Plc, this apportionment would be 80.498% for
Lonmin Plc and 19.502% for Lonrho Africa Plc.
The Companys capital reduction was completed on 22 February 2002. For the purposes of assessing any liability to capital gains
tax, UK shareholders should apportion 13.33% of the base cost of their original shareholding to the capital reduction and the
balance to their new holding of ordinary shares of $1 each.
The base cost of Lonmin Plc ordinary shares, for shareholders who held shares prior to that date, at 31 March 1982 was 38.9 pence
(as adjusted for subsequent capitalisation issues), 155.6 pence as adjusted for the consolidation of the Companys shares on
24 April 1998, 125.3 pence as adjusted for the de-merger of Lonrho Africa Plc on 7 May 1998, 266.1 pence as adjusted for
shareholders who took up their full entitlement of ordinary shares in the Rights Issue in June 2009 and 185 pence as adjusted for
shareholders who took up their full entitlement of ordinary shares in the Rights Issue in November 2012, assuming in each case
that shares have been held continuously by the relevant shareholder throughout the period. The precise tax analysis for each
shareholder may depend on the shareholders own position, for example, shareholders who did not take up their full entitlement
in the Rights Issues but who instead sold some or all of their rights may be required to adjust their base cost in their Lonmin Plc
ordinary shares and the base costs provided above are indicative only. Shareholders should seek independent tax advice as to
their liability for capital gains tax in the event that they sell their Lonmin Plc ordinary shares.
Lonmin Corporate Individual Savings Account (ISAs)
Investec Wealth & Investment Limited offers the Lonmin Corporate Stocks & Shares ISA for investment in Lonmin Plc shares.
UK registered shareholders may subscribe to the Lonmin Corporate ISA up to a maximum of 15,240 for the current tax year
2015/16 in cash to purchase Lonmin Plc shares or by direct transfer of eligible employees shares within 90 days of the release
from an eligible Sharesave Scheme up to a maximum value of 15,240 for the current tax year 2015/16.
Contact details can be found in Corporate Information on page 198. Investec Wealth & Investment Limited is regulated by the FSA.
This is not a recommendation that shareholders should subscribe to the ISA. The advantages of holding shares in an ISA vary
according to individual circumstances and shareholders who are in any doubt should consult their financial adviser.
ShareGift
Lonmin is proud to support ShareGift, an independent charity share donation scheme administered by the Orr Mackintosh
Foundation (registered charity number 1052686). Those shareholders who hold only a small number of shares, the value of which
make them uneconomic to sell, can donate the shares to ShareGift who will sell them and donate the proceeds to a wide range of
charities. Further information about ShareGift can be obtained from their website at www.ShareGift.org and a ShareGift transfer
form can be downloaded from the Companys website.
Lonmin Plc
Annual Report and Accounts 2015
/ 197
Shareholder Information
Shareholder Information
While high profits are promised, if you buy or sell shares in this way you will probably lose your money.
Strategic Report
They may offer to sell shares that turn out to be worthless or non-existent, or to buy shares at an inflated price in
return for an upfront payment.
01 /
Fraudsters use persuasive and high-pressure tactics to lure investors into scams.
Do not get into a conversation, note the name of the person and firm contacting you and then end the call.
Check the Financial Services Register from www.fca.org.uk to see if the person and firm contacting you is authorised by the FCA.
Beware of fraudsters claiming to be from an authorised firm, copying its website or giving you false contact details.
Use the firms contact details listed on the Register if you want to call it back.
Call the FCA on 0800 111 6768 if the firm does not have contact details on the Register or you are told they are out of date.
Search the list of unauthorised firms to avoid at www.fca.org.uk/scams.
Consider that if you buy or sell shares from an unauthorised firm you will not have access to the Financial Ombudsman Service
or Financial Services Compensation Scheme.
Think about getting independent financial and professional advice before you hand over any money.
Governance
6
7
02 /
3
4
If you have already paid money to share fraudsters you should contact Action Fraud on 0300 123 2040.
Financial Statements
You can also call the FCA Consumer Helpline on 0800 111 6768.
03 /
Report a scam
If you are approached by fraudsters please tell the FCA using the share fraud reporting form at www.fca.org.uk/scams, where
you can find out more about investment scams.
04 /
A Deeper Look
05 /
Shareholder Information
www.lonmin.com
Corporate Information
Lonmin Plc
Registered in England and Wales
Company number 103002
Registered in the Republic of South
Africa as an external company
Registration number 1969/000015/10
TIDM for Lonmin Ordinary Shares traded
on the LSE: LMI
ISIN: GB0031192486
JSE code: LON
Registered Office
Lonmin Plc
4 Grosvenor Place
London
SW1X 7YL
United Kingdom
Tel: +44 (0)20 7201 6000
Fax: +44 (0)20 7201 6100
E-mail: contact@lonmin.com
Website: www.lonmin.com
Operational Headquarters
Physical address:
34 Melrose Boulevard
1st Floor
Building 13
Melrose North
Melrose Arch
2196
South Africa
Postal address:
PO Box 98811
Sloane Park
2152
South Africa
Tel: +27 (0)11 218 8300
Fax: +27 (0)11 218 8310
E-mail: contact@lonmin.com
Website: www.lonmin.com
External Auditors
KPMG LLP
15 Canada Square
London
E14 5GL
United Kingdom
Tel: +44 (0)20 7311 1000
Joint Financial Advisers
Greenhill & Co. International LLP
Lansdowne House
57 Berkeley Square
London
W1J 6ER
London
United Kingdom
Tel: +44 (0)20 7198 7400
Fax: +44 (0)20 7198 7500
Joint Stockbrokers and Financial
Advisers
United Kingdom:
J.P. Morgan Limited
25 Bank Street
Canary Wharf
London
E14 5JP
Tel: +44 (0)20 7742 1000
HSBC Bank plc
8 Canada Square
London
E14 5HQ
Tel: +44 (0)20 7991 8888
South Africa (and JSE Sponsor):
J.P. Morgan Equities South Africa (Pty)
Limited
1 Fricker Road
Illovo
Johannesburg 2196
South Africa
Tel: +27 (0)11 507 0430
Fax: +27 (0)11 507 0503
Company Secretary
Seema Kamboj
Head of Investor Relations
Tanya Chikanza
1
Calls to this number cost 8p per minute plus network extras. Lines are open 8.30am to 5.30pm,
Monday to Friday.
Registrars
Equiniti
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
United Kingdom
UK Callers:
Tel: +44 (0)371 384 20521
Fax: +44 (0)871 384 2100
International Callers:
Tel: +44 (0)121 415 0230
Fax: +44 (0)1903 883113
Website: www.shareview.co.uk
Link Market Services South Africa (Pty) Ltd
Physical address:
13th Floor
Rennie House
19 Ameshoff Street
2001 Braamfontein
South Africa
Postal address:
PO Box 4844
Johannesburg 2000
South Africa
Tel: +27 (0)11 713 0800
Fax: +27 (0)866 742450
Website: www.linkmarketservices.co.za
ADR Depository
BNY Mellon Shareowner Services
PO Box 30170
College Station
TX77842-3170
US Callers:
Tel: +1 888 269 2377 (toll free in the US)
International Callers:
Tel: +1 201 680 6825
E-mail: shrrelations@cpushareownerservices.com
Website: www.mybnymdr.com
ISA Provider
Investec Wealth & Investment Limited
Corporate ISA Department
The Plaza
100 Old Hall Street
Liverpool
L3 9AB
United Kingdom
Tel: +44 (0)151 237 2160
Fax: +44 (0)151 227 1730
Reporting Calendar
28 January 2016
28 January 2016
January 2016
May 2016
July 2016
November 2016
AGM
Q1 Production Report
Sustainable Development Report
Interim Results including Q2 Production Report
Q3 Production Report
Final Results including Q4 Production Report
Lonmin Plc
Annual Report and Accounts 2015
/ 199
Shareholder Information
IP
ADRs
ISA
AGM
ISO
Akanani
IWMP
AMCU
JSE
JV
Joint Venture
KPI
LBITDA
Au
Gold
LPS
LoBP
BIC
LR
Listing Rules
BMR
LSE
BSC
Balanced Scorecard
LTI
BTT
LTIFR
CEO
LTIP
CFO
MISS
CGU
MK2
CODM
COO
Moz
Million ounces
CO2
Carbon dioxide
MPRDA
CO2-e
Code
NIHL
NRV
CPI
NDP
NED
Non-executive Director
Pd
Palladium
DTR
PGE
PGM
EBIT
PMR
EBITDA
Pt
Platinum
PwC
PricewaterhouseCoopers Ltd
EMS
EPL
EPS
EPSS
ESOP
ETF
EU
European Union
EVP
GAAP
GHG
Greenhouse gases
GJ
Gigajoules
GLC
Glencore
g/t
ICAM
IFRS
Incwala
www.lonmin.com
RIMS
RTSR
SET
Shanduka
SHE
SLP
TB
Tuberculosis
UG2
Upper Group 2
UK
United Kingdom
VSP
WCM
WIM
Women in Mining
WPL
VW
Volkswagen
ZAR
Dollar
Shareholder Information
HRD
Rhodium
05 /
HDSA
HIV / AIDS
Rh
A Deeper Look
Exco
FSA
04 /
Oz
Financial Statements
03 /
CVP
DMR
Governance
BEE
02 /
Bapo
Strategic Report
Anti-retroviral treatment
Annual Shareholder Award Plan
01 /
ART
ASAP
143
Female
Male
Age 1-10
Age 11-20
Age 21+
67
76
60
57
26
The Trust Fund provides for the payment of education costs relating to:
Education assistance which is defined as the cost of attending a government public school or other education facility.
Assistance includes registration costs, school fees, cost of books, uniform, transport allowance and other direct
education costs which the trustees may consider relevant
Boarding fees
The Standard Bank of South Africa Limited (Sandton Branch, Johannesburg, South Africa)
01-9205
42 099 362 2
Sixteen-Eight Memorial
SBZAZAJJ
Disclaimer
The Strategic Report has been prepared to provide the Companys shareholders with a fair review of the business of the Group and a description of the
principal risks and uncertainties it faces. It may not be relied upon by anyone, including the Companys shareholders, for any other purpose. The Strategic
Report is designed to provide shareholders with an understanding of the Companys business and the environment in which it operates, and, of necessity,
only focuses on material issues and facts. The omission of reporting on any specific topic should not be taken as implying that it is not being addressed.
It should be read in conjunction with the section titled A Deeper Look and the Directors Report which contain other more information which cannot be
included in the Strategic Report, on the grounds of materiality.
The Strategic Report and other sections of the Annual Report and Accounts contain forward-looking statements. By their nature, forward-looking statements
involve a number of risks, uncertainties and future assumptions because they relate to events and / or depend on circumstances that may or may not occur
in the future and could cause actual results and outcomes to differ materially from those expressed in or implied by the forward-looking statements. No
assurance can be given that the forward-looking statements will be realised. Statements about the Directors expectations, beliefs, hopes, plans, intentions
and strategies are inherently subject to change and they are based on expectations and assumptions as to future events, circumstances and other factors
which are in some cases outside the Companys control. The information contained in the Annual Report and Accounts has been prepared on the basis of
the knowledge and information available to Directors at the date of its preparation and the Company does not undertake any obligation to update or revise
the Annual Report and Accounts during the financial year ahead (other than as required by law or regulation). It is believed that the expectations set out in
these forward-looking statements are reasonable, but they may be affected by a wide range of variables which could cause actual results or trends to differ
materially. The forward-looking statements should be read in particular in the context of the specific risk factors for the Company, including those identified
in the Strategic Report. The Companys shareholders are cautioned not to place undue reliance on the forward-looking statements. Shareholders should
note that certain parts of this Annual Report and Accounts have not been audited or otherwise independently verified.
Credits
The paper used in this report is produced using virgin wood fibre from well managed forests in Brazil, Sweden and Germany with FSC
certification. All pulps used are Elemental Chlorine Free (ECF) and manufactured at a mill that has been awarded the ISO14001 and
EMAS certificates for environmental management. The use of the FSC logo identifies products which contain wood from well-managed
forests certified in accordance with the rules of the Forest Stewardship Council.
Printed by Pureprint Group Limited, a Carbon Neutral Printing Company.
Pureprint Group Limited is FSC certified and ISO 14001 certified showing that it is committed to all round excellence and improving
environmental performance is an important part of this strategy. We aim to reduce at source the effect our operations have on the environment,
and are committed to continual improvement, prevention of pollution and compliance with any legislation or industry standards.
Designed and produced by MAGEE
www.magee.co.uk
Lonmin Plc
Annual Report and Accounts 2015
Lonmin Charter
We respect the communities and nations that host our operations and conduct
business in a sustainable, socially and environmentally responsible way.
Our Mission
We are successful
when
Our Values
Zero Harm
We are committed to Zero
Harm to people and the
environment.
Brian Beamish
Chairman
May 2014
www.lonmin.com
Ben Magara
Chief Executive Officer
Lonmin Plc
www.lonmin.com
Lonmin Plc
Lonmin Plc
Annual Report and Accounts for the year ended 30 September 2015