ANNUAL
REPORT
2025
Our 2025 Annual Reporting Suite
This year we have integrated our Sustainable Development Report
and Corporate Governance Statement into this Annual Report. The
following documents also form part of our 2025 Annual Reporting
Suite and are published separately:
Climate Change
Action Plan
Modern Slavery
Statement
Tax Transparency
and Payments to
Governments Report
Our Annual Reporting Suite also includes the:
– Sustainability Databook
– Climate-related Risk and Reporting Methodology
– Sustainability Standards and Frameworks Index
– Tax Databook
You can view all the documents in our Annual Reporting Suite at
www.south32.net
Annual Report 2025
This Annual Report is a summary of South32’s operations, activities
and performance for the year ended 30 June 2025 and its financial
position as at 30 June 2025. It also includes our progress against
our sustainability and human rights commitments. South32 Limited
(ABN 84 093 732 597) is the ultimate holding company of the
South32 group of companies.
In this report, unless otherwise noted:
1. references to South32, the South32 Group, the Group, we, us,
our and similar expressions refer to South32 Limited, its
subsidiaries and operated joint ventures
1
;
2. references to ‘our operations’, or phrases such as commodities
‘we produce’, 'we refine' or in ‘our portfolio’ includes
commodities such as bauxite, alumina, aluminium and copper
that may form part of, or be produced by our non-operated joint
ventures
2
;
3. financial information outside of the Financial Report
3
is
presented based on the Group’s equity share in its subsidiaries,
4
operated joint ventures
5
and non-operated joint ventures
6
;
4. metrics describing health, safety, environment, people and
community related performance in this report are presented for
the Group’s subsidiaries and operated joint ventures
7
on a 100%
basis, as outlined in the Reporting Boundaries section of our
Sustainability Databook 2025 available at www.south32.net;
5. monetary amounts are expressed in US dollars.
Further explanation of commonly used terms and references can
be found in the Glossary starting on page 260 of this report.
Page 272 includes other information on the preparation of this
report and we encourage readers to consider this information
before reading the report.
This report should be read in conjunction with South32’s
Sustainability Databook, Sustainability Standards and Frameworks
Index, Climate-related Risk and Reporting Methodology 2025 and
Climate Change Action Plan 2025, together with other periodic and
continuous disclosure announcements lodged with the Australian
Securities Exchange, London Stock Exchange and Johannesburg
Stock Exchange. These documents are available at
www.south32.net.
Non-IFRS Measures
This report includes non-IFRS financial measures, including
underlying measures of earnings, effective tax rate, returns on
invested capital, cash flow and net cash/(debt).
Non-IFRS measures should be considered in addition to, and not as
a substitute for, IFRS measures of profitability, financial
performance or liquidity. For an explanation of how South32 uses
non-IFRS measures, see page 75. The definitions of individual non-
IFRS measures used in this report are set out in the glossary on
page 260.
Forward-looking statements
Any forward-looking statements in this report are based on
South32’s current expectations, best estimates and assumptions
as at the date of preparation, many of which are beyond South32’s
control. These forward-looking statements are not guarantees or
predictions of future performance, and involve known and unknown
risks and uncertainties, which may cause actual results to differ
materially from those expressed in the report. See page 272 for
more information.
Assurance
South32 engaged an independent external assurance organisation,
KPMG, to provide the Directors of South32 Limited with assurance
on select sustainability information, as explained in the FY25
Independent Assurance Report on pages 58 to 63.
South32 Annual Report 2025
About this report
1.
Details of operations which are not wholly owned by South32 Limited or its subsidiaries and for which South32 manages the operation, can be found on page 272.
2.
Details of operations which are not wholly owned by South32 Limited or its subsidiaries and for which South32 does not manage the operation, can be found on page 272.
3.
For Financial Report basis of preparation, refer to note 2 to the financial statements (Basis of preparation) on page 171.
4.
Cerro Matoso SA financial information is presented on a 100% basis.
5.
Min Sud Argentina financial information is presented on a 100% basis.
6.
Mineração Rio do Norte S.A (MRN) and Port Kembla Coal Terminal (PKCT) financial information is excluded.
7.
Minera Sud Argentina disclosures are limited to safety and health metrics only.
Cover: Geochemist specialist and logistics coordinator at our Hermosa operation.
Right: Local farmer from Maputo province in Mozambique.
STRATEGIC REPORT
About this report
IFC
Our purpose-led approach
2
Our sustainability approach
3
Celebrating 10 years
4
From the Chair
6
Our transformed portfolio
8
Where we operate and what we produce
10
From the CEO
12
Our business model
14
Our stakeholders
16
Our strategic purpose
18
Sustainability
26
Our approach to sustainability 27
Assessing materiality 28
Sustainability governance 29
Our sustainability performance 30
Independent assurance report 58
Risk management
64
Financial and operating performance summary
74
GOVERNANCE
Committed to good corporate governance
102
Our Board
104
Our Committees
119
Corporate ethical standards
124
Inclusion and diversity
125
Other governance matters
126
Our Lead Team
127
Directors' Report
130
Remuneration Report
135
FINANCIAL REPORT
Consolidated Financial Statements
166
Notes to the Financial Statements
171
Directors' declaration
226
Lead auditors' independence declaration
227
Independent auditors' report
228
RESOURCES AND RESERVES
Information
234
Accompanying tables
236
INFORMATION
Shareholder Information
257
Glossary of terms and abbreviations
260
Corporate directory
271
Information about this report
272
Strategic report Governance Financial report Resources and reserves Information 1
Contents
Acknowledgement
We acknowledge and pay our respects to the
Indigenous, Traditional and Tribal Peoples of the
lands, waters and territories on which South32 is
located and where we conduct our business
around the world.
We respect and acknowledge the unique cultural
and spiritual relationships that Indigenous,
Traditional and Tribal Peoples have to the lands,
waters and territories, and their rich contribution
to society.
In the spirit of respect and reconciliation, we will
continue to support initiatives that strengthen
culture and ways of life so that their legacy
continues and extends to future generations.
BRIGHTER
FUTURES
TOGETHER
2
South32 Annual Report 2025
Our purpose-led approach
Our strategy
underpins our purpose and outlines what we do to achieve it.
We optimise our business by
working safely, minimising our
impact, consistently delivering
stable and predictable performance,
and continually improving our
competitiveness.
We unlock the full value of our
business through our people,
innovation, projects and technology.
We identify and pursue opportunities
to sustainably reshape our business for
the future, and create enduring social,
environmental and economic value.
Our values
guide how we achieve our purpose. Every day, our values shape the way we behave and the standards we set for
ourselves and others.
Care Trust Togetherness Excellence
We care about people,
the communities we’re
a part of and the world
we depend on.
We deliver on our
commitments and rely
on each other to do
the right thing.
We value difference and
we openly listen and share,
knowing that together
we are better.
We are courageous
and challenge ourselves
to be the best in
what matters.
Our purpose
is to make a difference by developing natural resources, improving people’s lives now and for generations to
come. We are trusted by our owners and partners to realise the potential of their resources.
We produce minerals and metals critical to the world’s energy transition from operations across the Americas,
Australia and Southern Africa and we are discovering and responsibly developing our next generation of mines.
We aspire to leave a positive legacy and build meaningful relationships with our partners and communities to create
brighter futures together.
SUSTAINABILITY AT THE
HEART OF OUR PURPOSE
Our approach to sustainability underpins the delivery of our strategy and aims to balance
environmental, social and economic considerations
8
. It comprises five interconnected
pillars which focus on areas that are material to our stakeholders and our business.
This year, our previously separate Sustainable Development Report has been integrated into this Annual Report. Read more on pages 26 to 57.
Strategic report Governance Financial report Resources and reserves Information 3
8.
We recognise that in many cases these considerations will be interdependent or may compete or conflict with each other. In delivering our strategy we aim to understand and
balance the environmental, social and economic impacts of our business in a way that seeks to create value overall. References to sustainability (including sustainable development
and sustainability) in the suite or other disclosures do not mean that there will be no adverse impact, or an absolute outcome, in any one area.
About us
Protecting and respecting our people
Nothing is more important than the health, safety and wellbeing of our
people. We are committed to improving our safety performance, and
fostering a values-based culture and an inclusive and diverse workforce.
Delivering value to society
We believe trust and transparency are essential to the way we operate. We
listen to our stakeholders to understand what’s important to them and work
together with the aim of creating enduring value.
Operating ethically and responsibly
Operating ethically and responsibly is essential to building strong, mutually
beneficial and trusting relationships with our stakeholders. We respect
human rights and seek to apply responsible business practices across our
value chain.
Managing our environmental impact
We are focused on managing our impact on nature, including water,
biodiversity, air and surrounding ecosystems. We work hard to safely
manage tailings, reduce waste, and rehabilitate land disturbed by our
activities.
Addressing climate change
Addressing risks and opportunities that climate change presents is central
to our strategy. Our climate actions are focused on positioning our portfolio
for the energy transition, reducing our operational GHG emissions,
supporting emissions reduction across our value chain, and strengthening
our physical climate resilience.
A STORY 10 YEARS
IN THE MAKING
South32 was formed in May 2025 and, in the following decade, we have transformed
our portfolio to focus on minerals and metals that are critical to the world’s energy
transition, while continuing to strengthen our business and striving to leave a positive
and lasting legacy.
Approximately
26,000
people have been employed
by South32 over the past 10 years
Approximately
90%
of Underlying revenue today is from
our aluminium value chain and base
metals, compared to about 50%
when we were formed
The representation of women
in our total workforce has improved
from 14.5% in 2015 to
23.1%
The representation of Black People
in our South African workforce has
increased from 79.0% in 2016 to
89.5%
US$240M
has been spent on social investment in our
communities over the past 10 years
4
South32 Annual Report 2025
Celebrating 10 years
Our total operational emissions
(Scope 1 and 2) in FY25 are lower by
11.5%
compared to FY16
9
We've returned almost
US$6.2B
to shareholders via dividends and
our on-market share buy-back
We’ve paid approximately
US$7.3B
in corporate income taxes and royalties
to governments where we operate
Nearly
16,000
people have participated in LEAD Safely
Every Day training since its launch in FY23
800+
exploration opportunities have been
evaluated as we build an extensive
exploration portfolio targeting base
metals across the globe
Strategic report Governance Financial report Resources and reserves Information 5
9.
Total operational emissions refers to GHG emissions and includes divested operations' Scope 1 and 2 emissions up to the date of divestment. Refer to our Climate Change Action
Plan 2025 for further details.
TRANSFORMED PORTFOLIO
RISING TO THE CHALLENGE
As South32 celebrates its 10th anniversary, the company differs greatly from the one
founded in 2015. In pursuit of our strategy, underpinned by a focus on sustainability, we have
improved the quality of our portfolio through greater exposure to higher-margin businesses.
What remains unchanged is our commitment to everyone going
home safe and well at the end of every shift.
We were deeply saddened when José Luis Pérez was fatally injured
at our Cerro Matoso nickel operation in Colombia in September
2024. On behalf of the Board, I offer our sincere and heartfelt
sympathies to Mr Pérez’s family, friends and colleagues.
We are determined to eliminate fatalities and serious injuries from
our business and have used learnings from the investigation into
the incident at Cerro Matoso to enhance risk controls.
Across South32 we continue to work tirelessly to deliver a
fundamental shift in our safety performance through our Safety
Improvement Program. While we are encouraged by an
improvement in our safety performance metrics in FY25,
particularly a 60% reduction in high-potential injury and illness
frequency, we remain focused on shaping a culture that is safety-
focused, high performing and values-based.
During the year, Directors again visited a number of our operations
to assess workplace culture and better understand the challenges
our people face. We visited our Hermosa project in Arizona in the
United States, Hillside Aluminium in South Africa and Worsley
Alumina in Western Australia.
At the Hermosa project, we saw the progress of construction first-
hand as the hoisting system of the ventilation shaft had recently
been commissioned and shaft sinking had commenced. Directors
were updated on tribal engagement and had the opportunity to
meet with local stakeholders. We were briefed on Hermosa’s
workforce development initiatives and visited the site of the future
Centro remote-operating centre in Nogales, which will support our
goal of 80% of Hermosa’s workforce being recruited from the local
community when fully operational.
At Worsley Alumina, Directors visited the site of the Mine
Development Project which was the subject of an environmental
approval process during the year. The visit provided an opportunity
to better understand our approach to land clearing and see how
we are complying with the conditions attached to the primary
Federal and State environmental approvals. We also viewed the
progressive rehabilitation of previously mined areas.
Over the past 10 years, our Board has been refreshed as Directors
have retired or resigned, with retirements staggered to facilitate
continuity and stability, and balance the retention of deep
corporate knowledge with the contribution of fresh perspectives.
This process continued earlier this year when we welcomed Mandla
Msimang and Stephen Pearce as independent Non-Executive
Directors.
Mandla, who is based in South Africa, has more than 20 years of
regulatory, public policy and information, communications and
technology expertise as well as executive and Board experience in
the resources sector. Stephen, who is based in Australia, brings 35
years of financial and commercial experience in the mining, oil and
gas, and utilities industries.
As we reflect on all we have achieved over the past 10 years, I am
reminded that we are forever indebted to our inaugural Chair,
David Crawford AO, who sadly passed away in December 2024.
South32 was fortunate to start its life under David’s leadership,
benefitting from his immense intellect and character which
exemplified our values.
I would also like to express my gratitude to two other inaugural
Directors, Frank Cooper AO and Dr Futhi Mtoba, who are stepping
down at our Annual General Meeting in October. The Board has
been better for the outstanding contributions both have made.
Frank was the inaugural Chair of our Risk and Audit Committee,
and brought strong financial, accounting, compliance and risk
management expertise throughout the company’s first decade. He
was also a valued member of the Remuneration Committee. Our
Board has greatly appreciated his steady guidance and input as we
oversee the implementation of our strategy and consistent
approach to capital management.
The Board has benefited from Futhi’s insights on operating in Africa
and her considerable financial, economic and public policy
expertise. With a strong focus on culture and social performance,
she has guided our Board in overseeing the evolution of our
sustainability approach since day one, and contributed greatly to
the work of the Risk and Audit Committee.
One of the Board’s most important tasks is to manage succession
planning for senior management, including the Chief Executive
Officer. In May, we announced that Matthew Daley will be joining us
as Deputy Chief Executive Officer in February 2026 and will assume
the role of Chief Executive Officer when Graham Kerr steps down
later that year. Matthew is a highly accomplished leader with deep
technical expertise and experience in a range of commodities and
jurisdictions. He and his family will move to Perth, Australia to
assume the role.
6
South32 Annual Report 2025
From the Chair
“
Responsibly developing our next
generation of mines, like Hermosa, is
central to the delivery of our strategy.”
From the Chair
The decision to appoint Matthew as Graham’s deputy for a period
of time allows him to get to know our people and our many
operations before he takes the helm; an opportunity he relishes.
Over this transition period South32 will continue to benefit from
Graham’s outstanding leadership. While we will fully recognise
Graham’s achievements when we bid him farewell next year, his
legacy will include establishing our values-based culture and
instilling a belief that, when done safely and well, mining can create
value for all stakeholders. He has also led the transformation of our
portfolio, improving our returns potential by increasing our
exposure to higher-margin businesses in critical minerals.
The reshaping of our portfolio continued in FY25 with the
completed divestments of Illawarra Metallurgical Coal, the
Metalloys manganese alloy smelter, and our 50% stake in the Eagle
Downs metallurgical coal project. In July 2025 we entered into a
binding agreement to sell Cerro Matoso, which will further simplify
our business once complete and provide additional balance sheet
flexibility to support investment in our high-quality base metal
growth options.
Turning to the global macroeconomic environment, over the past
year we have witnessed uncertainty as geopolitical tensions
increased, trade tariffs have been imposed leading to significant
market volatility, and conflict increased in the Middle East and
continues in Ukraine.
Despite these headwinds, our strong operating results coupled
with recent portfolio improvements enabled us to deliver
Underlying earnings attributable to members of US$666 million. We
also maintained a strong balance sheet with net cash position of
US$123 million.
We returned US$350 million to shareholders during FY25, including
US$294 million in fully-franked ordinary dividends, and US$56
million via our on-market share buy-back. At the end of FY25, our
US$2.5 billion capital management program was 94% complete,
and reflecting our disciplined approach to capital management, the
Board has resolved to extend our capital management plan by 12
months to 11 September 2026, with US$144 million remaining to be
returned to shareholders.
As we look to our next 10 years and beyond, we are increasing our
exposure to commodities critical to the energy transition with a
focus on copper and zinc.
Construction is progressing at Hermosa’s Taylor zinc-lead-silver
deposit, which is expected to deliver attractive returns for decades.
In May, we reached a key milestone in the FAST-41 Federal
permitting process when the US Forest Service released a Draft
Environmental Impact Statement (EIS) for Hermosa, with the final
EIS remaining on track for H2 FY26.
The high-margin Sierra Gorda copper mine in Chile has multiple
organic growth options, and we have further development options
in Hermosa’s Clark battery-grade manganese deposit and high-
grade copper and zinc resources at the Ambler Metals joint venture
in Alaska. We continue to explore the highly prospective land
package at Hermosa with a focus on the Peake and Flux prospects,
and we are investing in greenfield exploration with partnerships
and projects targeting base metals in highly prospective regions.
Responsibly developing our next generation of mines, like
Hermosa, is central to the delivery of our strategy. We remain
focused on the sustainability topics that are material to our
stakeholders, our business and our long-term future. This includes
climate change, which presents risks and opportunities for our
business.
In our second Climate Change Action Plan (CCAP) we reiterate our
commitment to taking climate action and describe the steps we
are taking to deliver on this through the execution of our strategy.
We are focused on positioning our portfolio for the energy
transition, reducing our operational emissions, supporting
emissions reduction across our value chains, and strengthening our
physical climate resilience. Our CCAP 2025 will be the subject of a
non-binding advisory resolution at our 2025 Annual General
Meeting.
We also recognise the importance of protecting and conserving
biodiversity, and have aligned our approach to biodiversity with the
International Council on Mining and Metals’ Nature Position
Statement. A key element of our approach is our aim to achieve no
net loss or a net gain of biodiversity by the completion of closure.
Previously limited to new developments, this now applies to all
existing and future operations.
As we celebrate the 10th anniversary of South32, we have a sense
of pride for what the company has become and excitement for the
opportunities which lie ahead. Our industry faces a challenge like
never before – to supply minerals and metals critical for the world’s
energy transition. At South32, we are embracing that challenge and
the opportunities it brings for our people, our business and
communities around the world.
On behalf of the Board, I thank our people for their hard work and
commitment to deliver our strategy and fulfil our purpose. I also
thank the communities where we operate, our shareholders and all
our other stakeholders for their ongoing support.
Karen Wood AM
Chair
Strategic report Governance Financial report Resources and reserves Information 7
REDUCED COMPLEXITY
AND IMPROVED RETURNS
A decade after South32 was formed, we have a simplified portfolio, attractive
growth options and a strong balance sheet. This leaves us well positioned to
invest in the future and manage potential market uncertainty.
10,11,12,13,14
8
South32 Annual Report 2025
10.
Copper equivalent production has been calculated based on FY25 average realised product prices for all years included in FY25 reporting, to allow for comparison between years.
11.
Presented on a proportional consolidation basis. FY25 excludes Illawarra Metallurgical Coal following its divestment in August 2024; our Manganese EAI as Australia Manganese was
temporarily suspended due to Tropical Cyclone Megan, with export shipments resuming in May 2025; Hermosa; Group and unallocated items/eliminations.
12.
Excludes non-operated sites. Includes all South32 employees globally, including at our manganese EAIs, direct employees at our non-operated joint ventures, development projects
and options, and our Group functions.
13.
FY25 pro-forma refers to the Group excluding Cerro Matoso.
14.
In July 2025, we entered into an agreement to sell Cerro Matoso, which is expected to complete in late H1 FY26 subject to the satisfaction or waiver of certain conditions. Refer to
market release “Agreement to Divest Cerro Matoso” dated 7 July 2025 for further details.
Transformed portfolio
Over the past decade we have transformed our
business and now have a stronger, simpler portfolio
focused on producing minerals and metals critical to
the world’s energy transition.
Production by commodity (CuEq, %)
10
Alumina
Copper
Metallurgical coal
Aluminium
Zinc, lead, silver
Energy coal
Manganese
Nickel
Divested
FY25
Alumina
Copper
Metallurgical coal
Aluminium
Zinc, lead, silver
Energy coal
Manganese
Nickel
Divested
Underlying EBITDA by commodity
11
Reduced complexity
We have transformed our portfolio to be simpler, with
a greater exposure to attractive commodities focused
on higher-margin, longer-life mining assets with
multiple extension options.
FY16
FY25 pro-forma
13
Operating sites
16
9
Employee headcount ('000)
14
8
We've continued to streamline our portfolio over the past
decade, with divestments providing additional balance sheet
flexibility to support investment in our growth options.
We completed the sale of South Africa Energy Coal and
Tasmanian Electro Metallurgical Company in 2021, Illawarra
Metallurgical Coal in 2024 and the Metalloys manganese
smelter in 2025. In July 2025, we announced a binding
agreement to divest our Cerro Matoso nickel operation,
with completion expected in late H1 FY26
14
. These
divestments have simplified and reduced the complexity of
our portfolio.
Throughout the past 10 years, we have divested lower-
margin, capital-intensive assets in coal and manganese
alloys and increased our exposure to future-facing copper
and zinc.
Our transformed portfolio
Operations profile
12
FY16
FY16
FY25
3%
44%
20%
13%
18%
2%
Net cash added to balance sheet
Capital expenditure (including EAI)
Ordinary dividends
Capital management program
Acquisitions
Exploration expensed
15
Strategic report Governance Financial report Resources and reserves Information 9
15.
We report two operational emissions data sets: total operations, which includes divested operations, and continuing operations, which reflects emissions from our current operations.
We have taken action to reduce our operational
emissions and, through our portfolio transformation,
have removed our exposure to hard-to-abate Scope 3
emissions from coal production and downstream use.
Higher margins, improved returns
Positioned for the energy transition
Emissions profile (F16 vs FY25, total operations)
15
22%
23%
26%
FY16
FY24 FY25
Group operating margin
Capital allocation since FY16
Our portfolio transformation over the past decade has
helped us achieve improved financial results and
shareholder returns in FY25, underpinned by strong
operating performance.
The reshaping of our portfolio has helped us realise an
increased Underlying EBITDA of US$1.9 billion in FY25 and
enabled us to return US$350 million to shareholders during
the financial year.
FY16
FY25
Scope 1 and 2 (Mt CO
2
-e)
23.4
20.7
Scope 3 (Mt CO
2
-e)
137.6
22.7
We have advanced decarbonisation efforts, focusing on
our highest-emitting operations in our aluminium value
chain, being our Hillside Aluminium smelter and Worsley
Alumina refinery.
We have invested in our Hermosa Project, currently the only
advanced project in the United States capable of supplying two
federally designated critical minerals, zinc and manganese.
We have also added copper to our portfolio with the acquisition
of a 45% stake in Sierra Gorda. As the world moves towards
electrification, copper will be increasingly in demand for power-
related infrastructure, including renewable energy.
4%
US$18.7B
allocated
49%
15%
36%
Australia
Southern Africa
Americas
51%
9%
23%
13%
4%
Alumina
Aluminium
Copper
Zinc
Nickel
GLOBAL BUSINESS FOR
A LOW-CARBON FUTURE
We operate in Australia, Southern Africa and the Americas, producing minerals and metals critical to
the energy transition and many aspects of modern life. We are progressing construction at our Taylor
deposit at Hermosa and have a pipeline of high-quality development options and exploration projects.
16
Mining and processing
✚
Development Exploration Office
FY25 Underlying EBITDA
18
Copper equivalent production (kt)
17
US$1,928M
926kt
Underlying EBITDA by geography
18
Underlying EBITDA by commodity
18
10
South32 Annual Report 2025
16.
In July 2025, we entered into an agreement to sell Cerro Matoso, which is expected to complete in late H1 FY26 subject to the satisfaction or waiver of certain conditions. Refer to
market release “Agreement to Divest Cerro Matoso” dated 7 July 2025 for further details.
17.
Copper equivalent production was calculated using FY24 realised prices.
18.
Presented on a proportional consolidation basis. Excludes Illawarra Metallurgical Coal following its divestment in August 2024; our Manganese EAI as Australia Manganese was
temporarily suspended due to Tropical Cyclone Megan, with export shipments resuming in May 2025; Hermosa; Group and unallocated items/eliminations.
WORSLEY ALUMINA
Alumina and Bauxite
CANNINGTON
Silver, Lead and Zinc
AUSTRALIA MANGANESE
Manganese ore
MOZAL ALUMINIUM
Aluminium
HILLSIDE ALUMINIUM
Aluminium
SOUTH AFRICA
MANGANESE
Manganese ore
BRAZIL ALUMINA
Bauxite and Alumina
BRAZIL ALUMINIUM
Aluminium
SIERRA GORDA
Copper, Molybdenum, Gold and Silver
CERRO MATOSO
16
Nickel
AMBLER METALS
Copper, Lead, Gold, Silver and Zinc
HERMOSA
Zinc, Lead, Silver and Manganese
Where we operate and what we produce
✚
✚
FY25 PRODUCTION AT A GLANCE
Our minerals and metals have an important role to play in key market sectors such as energy and
renewables, the automotive industry including electric vehicles, and construction and consumer goods.
Aluminium value chain
Aluminium is often referred to as the metal of the future. It is lightweight, durable, strong, resistant to corrosion, recyclable and can
conduct electricity. It has a wide range of applications including construction, electrical wiring, transportation including electric vehicles and
their batteries, packaging and consumer goods. It also has the potential to substitute copper for certain applications in aerospace and rail.
We mine bauxite and produce both alumina and aluminium, and we have increased our aluminium production capacity to meet growing
demand.
Copper
19
Copper is an excellent conductor of electricity. It is a key metal used in electric vehicles and charging infrastructure, and as the world
moves towards electrification it will be used in power-related infrastructure including renewable energy generation. Copper is also widely
used in construction and consumer durables including household appliances. We hold a 45% interest in the Sierra Gorda copper mine
which has embedded options for further growth, and we are progressing a pipeline of options to grow our copper volumes as we seek to
capitalise on the long-term demand outlook for the commodity.
Zinc, Lead, Silver
20
Zinc protects steel structures, wind turbines and solar panels against corrosion, and zinc oxide coatings help achieve higher energy
conversion in solar panels. Lead batteries have potential to be used in energy storage systems to support uptake of renewable energy.
Silver is used in solar panels, the electrical systems of vehicles, medical appliances and consumer electronics. Cannington has been
producing zinc, lead and silver for more than 25 years, and we are investing US$2.16 billion to develop the Taylor zinc-lead-silver deposit at
our Hermosa project.
Nickel
Nickel is used in stainless steel, which is used in transportation, manufacturing, household items and surgical instruments. Nickel has an
important role to play as the world transitions to a more sustainable future as it is used as an alloy in wind and solar power infrastructure.
Nickel-rich batteries are also critical for the rapid adoption of electric vehicles. Cerro Matoso is one of the world’s largest ferronickel
producers. In July 2025, we entered into an agreement to sell Cerro Matoso, which is expected to complete in late H1 FY26 subject to the
satisfaction or waiver of certain conditions
21
.
Manganese
Manganese is used to improve the quality and strength of steel in major infrastructure such as hospitals, office towers and bridges. It also
has the potential to displace cobalt in lithium-ion batteries, with demand for manganese-rich cathode chemistries expected to grow. We
are currently well positioned to meet future demand as we are one of the world’s largest producers of manganese from our operations in
Australia and South Africa, and the Hermosa Clark deposit has the potential to produce battery-grade manganese.
Strategic report Governance Financial report Resources and reserves Information 11
19.
Payable copper equivalent production (kt). Calculated by aggregating revenues from payable copper, molybdenum, gold and silver, and dividing the total Revenue by the price of
copper. FY25 realised prices for copper (US$4.18/lb), molybdenum (US$21.12/lb), gold (US$2,877/oz) and silver (US$31.7/oz) have been used for FY25, FY26e and FY27e.
20.
Silver production at Cannington only. Sierra Gorda silver production is included in Payable copper equivalent production disclosure.
21.
In July 2025, we entered into an agreement to sell Cerro Matoso, which is expected to complete in late H1 FY26 subject to the satisfaction or waiver of certain conditions. Refer to
market release “Agreement to Divest Cerro Matoso” dated 7 July 2025 for further details.
Al
2
O
3
Al Cu Zn
Pb Ag Ni Mn
Alumina (kt)
5,067
Aluminium (kt)
1,211
Copper (kt)
19
89.7
Zinc (kt)
44.5
Lead (kt)
92.4
Silver (koz)
20
10,292
Nickel (kt)
21
37.1
Manganese ore (mwmt)
3.3
RELENTLESS FOCUS ON
STRONG PERFORMANCE
As CEO of South32 since its inception, it has been a privilege to lead our transformation into
today’s diversified producer of minerals and metals critical to the world’s energy transition.
Nothing is more important to us than the health, safety and
wellbeing of our people, and we were devastated in September
2024 when a contractor at our Cerro Matoso operation, José Luis
Pérez, fell from a walkway while performing a maintenance task
and was fatally injured.
I speak for everyone in South32 when I offer my deepest
condolences to the family and colleagues of Mr Pérez. I visited
Cerro Matoso after this tragic incident and shared the sense of
sadness and loss among the team.
We owe it to Mr Pérez and everyone affected by his death to learn
from this incident. Following an investigation the findings and
lessons learned have been shared across our operations, and
actions have been taken to reduce the risk of a similar incident
occurring in the future.
As an organisation, we continue work to embed our ‘safety
guarantee’, knowing that we cannot be truly successful unless
everyone goes home safe and well at the end of every shift. Our
‘safety guarantee’ aims to cultivate a sense of chronic unease,
reducing complacency and our tolerance to risk. To further
highlight this, in FY25 we introduced our Safety Guarantee Awards,
recognising our people who are helping to create safer workplaces
and inspiring their colleagues around the world to do the same.
Our LEAD Safely Every Day (LSED) training program, which delivers
safety leadership capability workshops and coaching, has been
completed by almost 16,000 people since its launch in FY23. This
includes over 95% of leadership roles and frontline employees in
FY25, and a subset of contractors.
Our FY25 safety performance metrics indicate that our people are
more focused on hazard awareness, proactive reporting, risk
reduction and disciplined operating practices. Our lost time injury
frequency and our total recordable injury frequency both
decreased by more than 25%. There were sustained improvements
in both our significant hazard frequency and the ratio of significant
hazard to significant event near misses, which represent how
effectively we are identifying and addressing safety hazards.
In addition to our work on physical safety, we recognise the
importance of psychosocial safety for our workforce. This year we
finalised our new psychosocial risk framework, which standardises
how we identify, assess and manage psychosocial risks, including
harmful behaviours and work-related factors. We have commenced
implementation of the framework at our Australian operations and
will continue embedding context-specific psychosocial risks into
risk management processes across other locations in FY26.
We recently announced plans to transition to a new CEO, with
Matthew Daley joining us as Deputy CEO in February 2026 ahead of
moving into the CEO role when I step down later in 2026. With his
extensive operational and leadership experience, I am confident
Matthew is the right person to take our business forward.
I am committed to leading us through this transition and
supporting Matthew as he takes on the role of CEO, while
remaining focused on the execution of our strategy. This includes
the work to deliver a step change in our safety performance and
the ongoing transformation of our portfolio.
Looking outside of South32, we’ve seen geopolitical tensions,
conflicts and trade wars contribute to unpredictable markets. We
continue to focus on the factors we control, through our disciplined
approach to cost management and capital allocation, and by
delivering strong operating performance.
We exceeded our FY25 production guidance, underpinned by
annual production growth of 20% in copper. We also delivered a 6%
annual increase in aluminium production.
At Australia Manganese, we completed the safe recovery of
operations and resumed export sales, following the extensive
damage caused by Tropical Cyclone Megan in March 2024. The
return to operations, together with a strong Q4 performance at
South Africa Manganese, resulted in us exceeding guidance for
manganese production during the year.
In FY25, we recorded Underlying earnings before interest, tax,
depreciation and amortisation of US$1,928 million. We finished the
year with net cash of US$123 million as we balanced returning cash
with investing in our business.
The divestment of Illawarra Metallurgical Coal in Q1 FY25 has
reduced complexity in our portfolio and unlocked capital to invest
in our growth pipeline. In July, we announced we had entered into a
binding agreement to divest our Cerro Matoso nickel operation,
with the transaction expected to be completed in late 2025 subject
to satisfaction or waiver of certain conditions.
At Worsley Alumina, government approvals received during the
year have enabled the start of mining in new bauxite areas under
the Worsley Mine Development Project.
12
South32 Annual Report 2025
From the CEO
“
We exceeded our FY25 production
guidance, underpinned by annual
production growth of 20% in copper.”
At our Hermosa development, we are building the long-life Taylor
zinc-lead-silver project and in Q4 we commenced sinking the main
shaft and construction of the process plant. Hermosa has
government support to help meet the United States’ critical
minerals supply and, beyond Taylor, the Clark battery-grade
manganese deposit is uniquely positioned due to its potential to
supply the North American electric vehicle market. Exploration of
the Peake prospect continues to return high-grade copper results
and we are testing the potential for a continuous mineralised
system extending back to Taylor.
At Sierra Gorda, our cornerstone copper asset, there is potential to
grow copper production through our brownfield expansion projects
and, longer term, through the Catabela Northeast exploration
project, where all 18 exploration holes have intersected significant
copper mineralisation.
Exploration has been an important part of our strategy since day
one. This year we invested US$35 million in our greenfield
exploration opportunities in Australia, the US, Canada, Argentina
and Namibia, as we work to discover our next generation of base
metals mines.
Climate change is fundamentally reshaping our industry, driving the
transition away from fossil fuels and increasing demand for
minerals and metals we produce, while intensifying climate
variability and extreme weather. We have published our second
Climate Change Action Plan (CCAP) which sets out our approach to
addressing the risks and opportunities that climate change
presents.
Our CCAP includes actions to reduce our operational emissions to
mitigate transition risk and protect value, and to support emissions
reduction across our value chains. Our target to halve our net
operational emissions by FY35 from FY21 levels, and long-term
goal of achieving net zero emissions across all scopes by 2050,
remain unchanged.
While our FY25 operational emissions were 1.5 Mt CO
2
-e lower than
FY21, Mozal Aluminium’s increased reliance on coal-fired electricity
due to drought conditions led to a 2% year-on-year increase in total
operational emissions in FY25. The year-on-year increase in Scope
2 emissions linked to Mozal Aluminium more than offset the 12%
reduction in Worsley Alumina’s Scope 1 emissions during FY25,
relative to FY21 levels, following the conversion of two boilers from
coal to gas during the prior year.
Our portfolio transformation has substantially lowered our Scope 3
emissions since FY19, as it has reduced our exposure to emissions
from the combustion of energy coal and the use of metallurgical
coal.
Strengthening climate resilience is essential to addressing the
physical impacts of climate change on our operations, people,
communities, and value chain. We have developed our first Climate
Adaptation and Resilience Plan to help us reduce exposure to
present-day climate hazards, and strengthen our ability to
anticipate, absorb, respond and recover from physical climate
change impacts. The Climate Adaptation and Resilience Plan also
supports our focus on nature restoration, rehabilitation and
conservation.
As we enter the second decade of South32, much has changed in
terms of what we produce but I believe one key theme remains –
when done well, our business can help to improve people’s lives
now and for generations to come.
I would like to offer my sincere appreciation and thanks to our
teams around the globe for their efforts over the past year, and
indeed the past 10 years, as we have solidified our position as a
diversified producer of the minerals and metals critical to the
world’s energy transition.
Graham Kerr
Chief Executive Officer
Strategic report Governance Financial report Resources and reserves Information 13
DELIVERING GROWTH
AND MINIMISING IMPACT
Our portfolio is diversified by commodity and geography. We work to minimise the impact of our
activities and aim to create enduring value for our stakeholders, at each stage of the mining lifecycle.
14
South32 Annual Report 2025
Our business model
The resources
we rely on
People and expertise
Our global workforce is made up of
employees and contractors and is our
most important resource, providing the
skills, experience and technical
expertise required to run our business.
Natural resources
The resources and reserves we access
are the primary inputs for our business.
Other natural resources such as water
and energy are also important to our
operations, and we require access to
land to conduct our business activities.
Physical assets
We have a suite of operations including
open-cut and underground mines,
refineries, smelters and associated
infrastructure. We procure equipment
and services from suppliers globally to
support our business.
Finance
Our shareholders and lenders provide
access to financial capital, which we
put to work in our existing operations
and growth pipeline.
Relationships
Trust and transparency are essential to
the way we operate. We seek to build
trust in the communities where we
have a presence to help realise the
potential of their resources, and we
work with our suppliers and customers
to apply responsible business practices
throughout our value chain. We
engage with governments and civil
society groups with the aim of creating
constructive and collaborative
dialogue.
What
we do
Explore
We have a portfolio of more than 20 greenfield
exploration partnerships and prospects across
the world to discover deposits to underpin our
next generation of mines, with a focus on
minerals and metals critical to the global energy
transition. We use technology and well-designed
programs to minimise the footprint of our
exploration activities.
Develop
Our growth pipeline is focused on base metals
critical to the energy transition. As we advance
these, including as we develop the Taylor zinc-
lead-silver deposit at Hermosa, we are looking
to apply ‘next generation mine’ design
principles. The design aims to lower operational
emissions and features a small-footprint
underground mine with efficient water use and
dry-stack tailings. Hermosa's development will
create significant employment opportunities,
supporting the growth and diversification of the
local economy.
Mine/process
We mine and process bauxite, copper, zinc, lead,
silver, nickel and manganese. The health, safety
and wellbeing of our employees, contractors,
visitors and communities at all our sites is
critically important. We listen to our
stakeholders and work together with the aim of
creating enduring value.
Refine/smelt
We refine bauxite to produce alumina, we smelt
alumina to produce aluminium, and we smelt
nickel ore to produce ferronickel. We are also
evaluating and executing operational
decarbonisation initiatives, focusing on our
highest-emitting facilities.
Market
We generate revenue from the sale of our
commodities to a global customer base and
purchase raw materials and supplies from
global markets. We analyse commodities and
their markets to inform our strategic business
planning and investment decisions. We are
working to support emissions reduction across
our value chains, including efforts to reduce
emissions from international shipping.
Rehabilitate and close
From exploration through to closure,
we seek to minimise our adverse impacts
on the surrounding communities and
environments. We undertake progressive
rehabilitation and our closure plans are
informed by the aspirations and
expectations of our host communities
and countries.
Strategic report Governance Financial report Resources and reserves Information 15
The outcomes
we create
We aim to create enduring value for
our stakeholders. We aspire to leave a
positive legacy and build meaningful
relationships with our partners and
communities to create brighter futures
together.
Learn more about our stakeholders
and impact on pages 16 and 17.
BUILDING MEANINGFUL
RELATIONSHIPS
Our stakeholders are individuals or groups who may be affected by or interested in
our decision-making and activities. Proactive engagement helps us to understand
their interests, priorities and concerns, and helps guide our sustainability approach.
Our people
Our global workforce is made up of employees and contractors. In
FY25 we had 8,892 employees and we paid US$831 million in
employee wages and benefits. Our people are fundamental to our
success and we recognise the importance of proactive, timely and
transparent engagement with them. We use channels including
meetings, videos, newsletters, leadership calls, presentations,
training and web forums. Our annual Your Voice employee survey is
one tool we use to obtain feedback to better understand people’s
experience of working for us. Site visits help Directors and leaders
engage with our people and better understand the operating
context, the challenges they face, and our culture.
Investors
Our investors include shareholders, fund managers, lenders and
bondholders. Effective two-way communication is important for
them to exercise their rights and for us to better understand their
needs and expectations. We maintain an extensive program of
engagement with investors involving our Directors and senior
leaders, which includes roadshows, briefings, presentations, site
tours and meetings, as well as participation in events and forums.
We also engage with representatives from investor-led initiatives,
including Climate Action 100+.
Suppliers
Our supply chains are complex networks comprising 5,769 active
suppliers across 50 countries. We need surety of supply to support
business continuity and an understanding of sustainability-related
risks in our supply chains. We aim to work with suppliers with
strong values and standards and have outlined our expectations in
our Code of Business Conduct and Supplier Minimum
Requirements, available at www.south32.net. We invest in
developing the capacity and capability of local businesses to help
them enter the value chains of large companies such as ours. This
includes our Enterprise and Social Development Program that
supports small, medium and micro enterprises in South Africa, and
engagement with Aboriginal and Torres Strait Islander businesses
in Australia.
Communities
Communities neighbouring or near our operational areas may be
impacted directly or indirectly by our activities and business
relationships. We engage with these communities with proactive,
responsive and ongoing communication. We seek to understand
their expectations, aspirations, concerns and interests, which we
consider in the development of operation-specific stakeholder
engagement plans. These plans underpin our work to build strong,
meaningful relationships and establish transparency and trust. We
aim to work collaboratively with Indigenous, Traditional and Tribal
Peoples to preserve cultural heritage and advance opportunities
for economic participation and social inclusion.
Customers
We sell our minerals and metals to 187 customers around the
globe, and we engage with them to understand their responsible
sourcing and product stewardship needs and expectations. We
work with certification bodies, such as the Aluminium Stewardship
Initiative, to attain certification against performance standards that
reinforce responsible practices and build stakeholder confidence in
certain products.
Joint venture partners
These are companies which we have a relationship with through a
joint venture, joint operation, or joint arrangement. Our operated
joint ventures must comply with our operating policies, standards,
practices and procedures. Our non-operated joint ventures operate
under their own governance frameworks as established through
the joint venture agreement. In these instances, we endeavour to
influence our joint venture partners to adopt standards consistent
with ours through:
– Representation on joint venture management and governance,
boards, committees and councils;
– The exercise of our rights under joint venture arrangements;
– Sharing the knowledge, skills and expertise of our people; and
– Engaging and collaborating with our joint venture partners on
shared goals and values.
16
South32 Annual Report 2025
Our stakeholders
Governments and regulatory
agencies
Our contribution to local economies through our purchase of goods
and services, employment, social investments and the taxes and
royalties we pay can be significant. We engage with all levels of
government, and regulatory bodies responsible for licensing and
regulation. We seek to work collaboratively to help them realise
value from natural resources and transition towards low-carbon
22
economies. Our approach to tax transparency and payments to
government aligns with the International Council on Mining and
Metal’s Position Statement on Transparency of Mineral Revenues,
and the Extractive Industries Transparency Initiative.
Industry associations
Industry associations seek to protect, support and advance the
interests of a specific sector or commodity. Membership provides
us with opportunities to understand, learn and contribute to
industry best practice and innovation, and influence matters
affecting our business. We also look to network and share
knowledge with people involved in a specific industry or
commodity.
Civil society groups
These organisations are distinct from government and business,
and can include community-based organisations as well as non-
governmental organisations (NGOs). Engagement and collaboration
with them can promote shared understanding and learnings on
issues of common interest. Our senior leaders attend meetings
throughout the year with numerous civil society groups. We also
monitor NGO activities and campaigns and seek to engage and
partner with groups at a local, state, national and international level,
where relevant.
FY25 highlights
8,892
employees globally
23
US$350M
returned to shareholders during FY25
24
52,741
beneficiaries of education and skills programs
US$5.7B
spent on suppliers
25
32
countries import our products
US$487M
in total taxes and royalties paid
5,769
active suppliers across 50 countries
Strategic report Governance Financial report Resources and reserves Information 17
22.
Low-carbon refers to substantially lower levels of GHG emissions when compared to the current state. Where used in relation to South32’s products or portfolio, it refers to
enhancement of existing methods, practices and technologies to substantially lower the level of embodied GHG emissions as compared to the current state.
23.
Includes direct employees at our non-operated joint ventures.
24.
Fully-franked ordinary dividends paid in respect of H2 FY24 (US$140 million), fully-franked ordinary dividends paid in respect of H1 FY25 (US$154 million) and on-market share buy-
back (US$56million).
25.
Spend data does not include spend associated with (a) traded goods and services that are not used for operating costs (logistics and bulk raw materials are included in total spend);
(b) purchasing/credit cards which can only be used for low-value transactions (under US$2,000 per month), time-sensitive land tenement payment or regulatory permit or license
applications and renewals; and (c) non-order invoice payments which are typically limited to regulatory payments, internal payments (including to internal companies and joint
arrangement partners), donations, employee benefits, non-employee reimbursements, legal settlements, or payments to doctors, hospitals or for medical treatments.
OUR STRATEGY
IN ACTION
Every day our people work to deliver our strategy, which supports our purpose and is
underpinned by our approach to sustainability. Our FY25 performance at a glance is below
26
.
27,28
OPTIMISE
OUR BUSINESS
926kt
Copper equivalent production
27
FY24: 1,025kt
US$1,353M
Capital expenditure
28
FY24: 1,409M
US$192M
Cash flow
Free cash flow from operations
FY24: US$(80)M
1.4
Lost time injury frequency
(per million hours worked)
FY24: 2.0
29
UNLOCK
VALUE
23.1%
Proportion of our workforce who are women
FY24: 20.6%
30
US$517M
Growth capital expenditure invested at our
Hermosa project
31
FY24: US$372M
89.5%
Proportion of Black People in our workforce in
South Africa
FY24: 88.4%
82.1%
Inclusion index score, as measured in our
Your Voice employee survey
FY24: 81.8%
IDENTIFY
OPPORTUNITIES
US$23M
Spend on social investment
FY24: US$24M
US$35M
Investment in greenfield exploration
opportunities
FY24: US$27M
A$24M
Procurement from Aboriginal and Torres Strait
Islander businesses
FY24: A$34M
20.7 Mt CO
2
-e
Operational emissions
32
FY24: 20.3 Mt CO
2
-e
31,32
18
South32 Annual Report 2025
26.
These statistics reflect Key Performance Indicators (KPIs) used to assess and monitor business performance.
27.
Copper equivalent production was calculated using FY24 realised prices.
28.
Total capital expenditure including equity accounted investments.
29.
Three injuries which occurred in FY24 have been reclassified from restricted work cases to lost time cases, resulting in an increase in LTIF from 1.9 to 2.0.
30.
For year-on-year comparison, FY24 total women in workforce, excluding Illawarra Metallurgical Coal which was sold in August 2024, is 22.5.
31.
Hermosa growth capital expenditure excludes lease payments for self-generated power assets directly attributable to construction of infrastructure at the Taylor deposit. These self-
generated power costs were included in our capital cost estimate provided in market release “Final Investment Approval to Develop Hermosa’s Taylor Deposit” dated 15 February
2024.
32.
Includes Scope 1 and Scope 2 greenhouse gas emissions.
Our strategic purpose
3%
45%
20%
12%
18%
2%
Net cash added to balance sheet
Capital expenditure (including EAI)
Ordinary dividends
Capital management program
Acquisitions
Exploration expensed
Delivering our strategy
We align our workforce behind seven ‘breakthroughs’ which
articulate goals that are closely linked to the three pillars of our
strategy. The breakthroughs are used to shape our annual
business planning process.
Our first breakthrough is, 'we all guarantee everyone goes home
safe and well', which asks each person in our workforce to take
responsibility for their own safety and wellbeing, and that of their
colleagues.
Our 'safety guarantee' is an internal approach that is used to instil a
belief that everyone can go home safe and well, create a sense of
chronic unease, reduce complacency and assist to reduce risk
tolerance in relation to safety and health.
Risk management and corporate governance
We are governed by robust risk management and a corporate
governance framework. Learn more in our Risk management
section on pages 64 to 73, and our Governance section on pages
101 to 134.
Capital management framework
Our strategy is underpinned by a disciplined approach to capital
management. Our capital management framework remains
unchanged, supporting investment in our business and rewarding
shareholders as our financial performance improves.
Our capital allocation priorities are to maintain safe and reliable
operations and an investment-grade credit rating throughout the
cycle. We intend to distribute a minimum of 40% of Underlying
earnings as ordinary dividends to our shareholders following each
six-month reporting period.
We encourage internal competition for excess capital, which can
include further investment in new projects, acquisitions, greenfield
exploration, share buy-backs or special dividends.
We returned US$56 million to shareholders via our on-market share
buy-back in FY25, purchasing 26 million shares at an average price
of A$3.39 per share.
Our US$2.5 billion capital management program is 94% complete
with US$144 million to be returned to shareholders ahead of its
extension by 12 months to 11 September 2026.
Capital allocation since FY16
CASE STUDY
Recovery at Australia Manganese and
Groote Eylandt
In May 2025, export sales resumed at Australia
Manganese, marking an important milestone in its
recovery from the significant damage caused by
Tropical Cyclone Megan in March 2024. Manganese
ore is now being loaded and shipped from the
reconstructed wharf at Australia Manganese, which is
expected to return to normalised rates over FY26.
The intense weather system associated with Tropical
Cyclone Megan produced record rainfall of 681mm
and some of the strongest wind gusts recorded in 20
years. It flooded mining pits and caused significant
damage to infrastructure, resulting in the temporary
suspension of operations at Australia Manganese.
Recovery activities began as soon as it was safe to do
so and included dewatering pits and repairing or
replacing damaged infrastructure.
More than 317,000 hours were invested in the wharf
recovery and rebuild, with over 970 tonnes of steel
and 740 tonnes of concrete removed from the
seabed. A bridge connecting the northern pits of the
Western Leases mining area and the processing plant
was also rebuilt. The Australia Manganese team
worked closely with the broader Groote Eylandt
community to support their recovery, focusing on
repairing key infrastructure, enabling the delivery of
supplies and the restoration of essential services.
Strategic report Governance Financial report Resources and reserves Information 19
US$18.7B
allocated
OPTIMISE OUR BUSINESS
Working safely
Our FY25 commitments:
〉 LEAD Safely Every Day learning activities completed by 100% of leaders and at least 90% of frontline employees
〉 A significant hazard to significant event near miss ratio of more than 20
〉 A 20% reduction in material health exposures above 200% Occupational Exposure Limits (OELs) against FY24
〉 A 60% reduction in the number of injuries and acute illnesses associated with a potential fatality compared with FY23
baseline
〉 A year-on-year reduction in lost time injury frequency (LTIF) to 1.4
〉 A reduction in total recordable injury frequency (TRIF) to 5.1
Progress during FY25:
In September 2024, we were devastated by the death of José Luis
Pérez, a contractor who was fatally injured after he fell from height
at our Cerro Matoso nickel operation. We continue to offer our
sympathies to his family, friends and colleagues, and provided
counselling and support together with his employer.
Our response to this incident has included an investigation, site-
wide inspections to identify similar design risks, updates to
engineering standards and expansion of the scope of asset
inspections to further enhance risk controls.
In FY25, a contractor working with South Africa Manganese lost
their life in an off-site road trucking accident, and a contractor was
fatally injured after an incident at Sierra Gorda, a non-operated joint
venture. We were deeply saddened by these deaths and have
supported the relevant parties with their investigations into both
incidents. More information can be found on page 30.
Our global Safety Improvement Program (SIP) aims to deliver a step
change in how we manage safety across our business. It focuses on
shifting mindsets through leadership, empowering individuals to
take ownership of their safety and that of others, reducing risk
through effective controls, and strengthening systems and metrics
that support safe work.
A key component of the SIP is our LEAD Safely Every Day (LSED)
program, which involves leadership safety workshops and
coaching. More than 16,000 people have completed LSED since its
launch in FY23. This includes over 95% of leadership roles and
frontline employees in FY25, and a subset of contractors.
The sustained increase in our Significant Hazard Frequency and the
improved ratio of significant hazards to significant event near
misses of 78 (up from 21 in FY24) indicate stronger hazard
awareness and a more proactive reporting culture across our
operations. In FY25, we achieved a 65% reduction in the number of
injuries and acute illnesses associated with a potential fatality
compared with the FY23 baseline, above our target of 60%.
We recorded a significant reduction in the frequency of injuries and
illnesses that have the potential to cause significant harm, while our
LTIF (1.4 from 2.0 in FY24
33
) and TRIF (3.7 from 5.1 in FY24) both
decreased by more than 25%. These reductions reflect sustained
progress in injury and illness prevention, our focus on risk
reduction, and disciplined operating practices across operations.
Light vehicles and mobile surface equipment (LVME) contributed to
29% of potential significant events recorded in FY25. We continue
to implement our Mobile Equipment Collision Avoidance (MECA)
program, which involves workshops that scrutinise how operations
can reduce vehicle interactions, such as by reviewing road network
design, and introducing new training modules and collision-
avoidance technology. Since launching MECA in FY24, potential
significant events and near misses involving LVME have decreased
52%, with a 60% reduction in those resulting in high-potential injury.
This year Worsley Alumina launched a four-week course to equip
health and safety representatives with the skills and confidence to
champion our ‘safety guarantee’. Participants work to strengthen
their hazard identification and risk assessment capabilities, while
developing techniques for leading safety inspections and
investigations.
We aim to manage the range of health risks posed by our activities,
including exposure to airborne contaminants, hazardous
substances, non-ionising radiation and communicable or infectious
diseases. In FY25 we conducted a review of our OELs and plan to
implement revised limits across our operations in FY26.
Learn more about our approach to safety and health in the
Sustainability section, starting on page 26.
20
South32 Annual Report 2025
33.
Three injuries which occurred in FY24 have been reclassified from restricted work cases to lost time cases, resulting in an increased total LTIF from 1.9 to 2.0.
Our strategic purpose continued
CASE STUDY
Safety in numbers
In FY25, we implemented accelerated LSED programs at Mozal Aluminium,
South Africa Manganese and Cerro Matoso. Reviews at Hillside Aluminium,
Hotazel Manganese Mines, Australia Manganese and Worsley Alumina
found while our people are more clearly connecting the training to their
daily work and to our 'safety guarantee', opportunities remain to further
embed LSED with contractors and their leaders, and we need to empower
frontline teams to build ownership and confidence around safety. The
review insights are being incorporated into site safety programs.
Stable and predictable performance while minimising impact
Our FY25 commitments:
〉 Achieve 97% to 102% of target revenue equivalent production
〉 Controllable costs within 2.5% of budget (adjusted for foreign exchange, price-linked costs and other adjustments)
〉 Capital expenditure (adjusted for foreign exchange) within 5% of FY25 budget
〉 Taylor Growth capital expenditure within 10% of FY25 budget
Progress during FY25:
We achieved 98.6% of revenue equivalent production
34
in FY25,
resulting in a target outcome.
We achieved 102% of copper equivalent production guidance
35
,
driven by annual growth of 20% in copper and 6% in aluminium.
Sierra Gorda payable copper equivalent production exceeded
guidance by 4%, as the operation realised higher copper grades
and improved molybdenum recoveries. Brazil Aluminium continued
to ramp up and Mozal Aluminium operated near nameplate
capacity in the June 2025 quarter, having successfully mitigated
the impacts of civil unrest in Mozambique.
We have continued to engage with the Government of the Republic
of Mozambique, Hidroeléctrica de Cahora Bassa (HCB) and Eskom
on securing sufficient and affordable electricity supply to enable
Mozal Aluminium to operate beyond March 2026, when the current
agreement expires.
These engagements do not provide confidence that Mozal
Aluminium will secure sufficient and affordable electricity beyond
March 2026. Without this, we expect Mozal Aluminium will be
placed on care and maintenance at the end of the current
agreement
36
.
Manganese production exceeded FY25 guidance by 9% as Australia
Manganese resumed shipments and South Africa Manganese
delivered a strong finish to the year. Australia Manganese
successfully completed its operational recovery plan following the
extensive damage caused by Tropical Cyclone Megan in March
2024.
At South Africa Manganese production increased by 25% in the
June 2025 quarter following the prior period’s planned
maintenance shut.
Our controllable cost base was within 0.9% of budget
34
, as we
continued our focus on disciplined cost management, resulting in a
target outcome.
Capital expenditure excluding growth projects was 95% of target
34
,
resulting in a target outcome. This included US$58 million at
Illawarra Metallurgical Coal prior to its divestment in August 2024.
Taylor Growth capital expenditure was 94% of target, as we
commenced sinking the main shaft and continued sinking the
ventilation shaft during the June 2025 quarter.
Strategic report Governance Financial report Resources and reserves Information 21
34.
Excludes non-operated entities (Sierra Gorda, Brazil Alumina and Brazil Aluminium).
35.
Group FY25 payable copper equivalent production, calculated by applying FY24 realised prices for all operations.
36.
Refer to market releases "Mozal Aluminium Update" dated 14 July 2025 and 14 August 2025.
CASE STUDY
Our safety champions
Our Safety Guarantee Awards, launched in September 2024, recognise employees and contractors who are making
South32 a safer place for themselves and others.
Each quarter a safety champion is highlighted and the first was Mario Cossa, a Production Supervisor at Mozal
Aluminium who designed and built a moveable platform to protect workers from falls, heat radiation and dust.
The Cannington port team was acknowledged in Q2 for working out a way to better shield workers from the risks of
handling hazardous materials during the acid decanting process. The Cerro Matoso Production team was selected in
Q3 for identifying a safer way to carry out chimney cleaning and unclogging tasks.
The Q4 award went to a group from the Worsley Alumina refinery who have implemented a safety initiative that
protects our people from risks associated with manually unblocking electrical safety-critical equipment.
UNLOCK THE VALUE OF OUR BUSINESS
Our people are connected and engaged
Our FY25 commitments:
〉 Improve the representation of women in the total
workforce and in leadership positions
〉 Achieve local diversity targets
〉 Achieve an inclusion index score of 81%
Progress during FY25:
An inclusive culture and diverse workforce allows for greater
collaboration, innovation and performance. We set and track
performance against a series of measurable objectives which are
targets and actions aimed at improving inclusion and diversity in
our workplace. In FY25, we met the target for five of our seven
measurable objectives.
There are four measurable objectives for the representation of
women in our workforce and senior roles. The representation of
women in our overall workforce improved, increasing to 23.1% from
20.6% in FY24 and above our goal of at least 23.0%. The
representation of women on our Board increased to 54.5% from
50.0% in FY24, continuing to meet our target of at least 40.0%.
The representation of women on our Lead Team remained at 50.0%
and met our target of at least 40.0, while the representation of
women in leadership roles was 23.6%, short of our target of at least
24.1%.
We achieved all five targets in the measurable objective for
improving or maintaining local workforce diversity. The
representation of Black People in our workforce in South Africa
increased to 89.5% from 88.4% in FY24 and met our target of at
least 88.5%. The representation of Black People in management
roles in South Africa rose to 60.0% from 51.8%, and met our target
of at least 60.0%.
The share of Mozambique Nationals at Mozal Aluminium increased
to 97.8% from 97.5% in FY24, achieving our target of at least 95.0%,
and the proportion of local community members hired into
unionised positions at Cerro Matoso was 66.7%, a large increase on
43.0% in FY24 and well above our target of at least 50%.
Representation of Aboriginal and Torres Strait Islander Peoples in
our Australian workforce increased to 2.0% from 1.7% in FY24, and
met our target of at least 2.0%.
Our annual Your Voice employee survey assesses views on five
dimensions – 'safety guarantee', leadership, employee
engagement, employee experience, and workplace misconduct/
intolerance response. FY25 saw an inclusion index score of 82.1%
(above our target of 81% and an increase from 81.8% in FY24) as
respondents reported an equal or improved experience in four
dimensions and a 2.0% decrease in misconduct/intolerance
response to 82%.
We delivered 92.0% of our Group Inclusion and Diversity Action Plan
which guides our efforts to build a more inclusive workplace. This
was below our target of 100%, which was achieved in FY24.
Learn more about our Group Inclusion and Diversity Action Plan and
approach to people and culture in the Sustainability section, starting
on page 26.
Project execution
Our FY25 commitments:
〉 Safely commence Taylor deposit surface construction
package and progress shaft sink development to plan
〉 Safely progress Clark deposit decline development to plan
and progress the next phase of process testing to plan
Progress during FY25:
In FY25, we invested US$517 million of growth capital expenditure
at our Hermosa project as we progressed construction of the
Taylor zinc-lead-silver project and an exploration decline for the
Clark battery-grade manganese deposit.
Taylor is our first development at Hermosa and as a long-life, low-
cost, low-carbon operation will be a major milestone aligned with
our strategy. At Taylor, we started sinking the main shaft,
commissioned its hoisting system, and continued sinking the
ventilation shaft. We have also started construction of the process
plant.
The Clark development option is currently the only advanced
project in the US with the potential to supply the emerging North
American electric vehicle market. In September 2024, Hermosa was
selected by the US Department of Energy (DOE) to enter award
negotiations for a grant of up to US$166 million to support the
development of a commercial-scale manganese production facility.
The grant from the DOE’s Battery Materials Processing and Battery
Manufacturing program will provide 30% of the manganese
production facility cost, on a cost-share basis and subject to final
negotiation.
Decline access at Clark is scheduled for the end of 2025 and will
enable bulk sampling through a demonstration plant and further
underground exploration. The US Department of Defense is
supporting this work through a US$20 million grant from the
Defense Production Act Investment Program, matched with a
US$43 million investment by South32 to fund activities to support
access to the manganese deposit.
At Worsley Alumina, mining of new bauxite areas commenced
under the Worsley Mine Development Project, which is expected to
sustain alumina production to at least FY36
37
. This follows primary
State and Federal environmental approvals provided in December
2024 and February 2025, respectively
38
.
22
South32 Annual Report 2025
37.
The information in this report that refers to Production Target and forecast financial information for Worsley Alumina is based on Proved (87%) and Probable (13%) Ore Reserves. The
Ore Reserves underpinning the Production Target have been prepared by G Burnham and reported in accordance with the JORC Code and is available to view on pages 233 to 256.
South32 confirms that all material assumptions underpinning the Production Target and forecast financial information derived from the Production Target continues to apply and
have not materially changed.
38.
Refer to market release "Worsley Mine Development Project Receives Federal Approval" dated 12 February 2025.
Our strategic purpose continued
Technology and innovation unlock value
Our FY25 commitments:
〉 Deliver critical technology and innovation programs
Progress during FY25:
Technology and innovation are key enablers of our transition
towards a low-carbon future and to realising our objective of safer,
cleaner and more productive operations. Our Group-wide approach
to innovation, known as Innovate32, focuses on enabling the
identification, investment and deployment of technologies across
our business, and has three missions: Low Footprint, Next
Generation Mine and Securing Future Resources.
Within our Low Footprint Mission, we have a number of
decarbonisation initiatives aimed at reducing emissions at Worsley
Alumina. Recent efforts include supporting studies on long-
duration energy storage, calciner electrification, and energy and
water efficiency technology. In addition, circularity technologies are
being explored to reduce raw material consumption and
associated Scope 3 emissions.
As part of the Electric Mine Consortium, which concluded in
September 2024 after a four-year collaboration, we conducted
battery-electric vehicle (BEV) trials at Cannington. The aim was to
reduce the use of diesel vehicles and equipment, and their
associated emissions, especially in underground mines. We have
applied the findings to Hermosa, where we have signed contracts
for the supply of production and ancillary BEV equipment. We are
also a funding partner of the BluVein mine electrification project to
develop an e-rail dynamic charging system for BEVs, with the aim
of further optimising BEV operation.
We are collaborating with industry, government and research
organisations on the Heavy Industry Low-Carbon Transition
Cooperative Research Centre to accelerate technologies for heavy
industry to transition to net zero.
We continue to advance initiatives focused on life extension,
tailings repurposing, and alternative closure strategies. In FY25, we
assessed tailings repurposing opportunities across all our
Australian operations and initiated an early-stage technology trial
for waste rock sorting at our Cannington site. At Australia
Manganese we are undertaking technology trials to increase
recovery rates for the finer sand tails.
The Next Generation Mine Mission aims to reshape the way we
mine to support better safety and productivity outcomes. In the
rapidly growing world of artificial intelligence, we have focused on
areas that deliver the greatest value to our business and strategy.
We are already seeing the benefits, with improved safety outcomes
and tangible cash flow (currently A$20 million annually, with plans
to realise A$50 million by the end of FY26).
New technology includes the Safety Companion tool being piloted
at Hillside Aluminium. This virtual chatbot can provide our frontline
workers and leaders with faster safety information and insights
from our Global 360 risk and event management system, and
related internal standards and guidelines.
The Securing Future Resources Mission explores new methods to
reduce uncertainty and support decisions in mineral exploration
and evaluation. In FY25, we continued developing orebody
knowledge and processing technologies to unlock value from
complex copper orebodies.
Learn more about how we are using technology to lower our
emissions, manage tailings and improve safety outcomes in our
Sustainability section starting on page 26.
Strategic report Governance Financial report Resources and reserves Information 23
CASE STUDY
Full steam ahead
We recognise that decarbonising energy-intensive industries, such as aluminium manufacturing, will require innovation and
access to large-scale, reliable and affordable low-carbon energy sources.
In May 2025, it was announced Worsley Alumina has secured A$4.4 million in funding from the Australian Renewable Energy
Agency (ARENA) to support the development of steam electrification pathways at its alumina refinery. The funding, which is
being matched by South32, will allow Worsley Alumina to undertake a pre-feasibility study of four investment options for partial
steam electrification.
These include electric boilers, which generate steam directly using an electrode, and mechanical vapour recompression, which
involves capturing low-pressure waste vapour from the refining process for recompression to create pressurised steam for
reuse.
The technologies have the potential to improve efficiency and reduce operating costs and emissions through the use of
renewable electricity. They could also benefit other alumina refineries in the future.
Learn more about our climate change focus in the Climate Change Action Plan 2025 at www.south32.net.
IDENTIFY OPPORTUNITIES
Create social, environmental and economic value
Our FY25 commitments:
〉 Implement social investment plans within 5% of budget
〉 Achieve 75% of economic development plan targets
〉 Complete 75% of water performance business plan actions
Progress during FY25:
Social investment plans were implemented for each operation and
we invested US$23.3 million
39
in community initiatives.
Our direct social investment spend was across our four key focus
areas: economic participation (US$7.9 million); education and
learning (US$5.3 million); good health and social wellbeing (US$4.3
million); and natural resource resilience (US$2.6 million).
The economic value of our presence in communities is an
important part of our societal contribution and we develop
economic development plans as required by our internal social
performance standard. These are complementary to our social
investment plans and identify opportunities to contribute to local
communities through employment, procurement, business
development and regional economic development. In FY25, 87% of
our economic development plans were implemented.
We believe that growing small, medium and micro enterprises
(SMMEs) is fundamental to the transformation of the South African
economy. We collaborate with SMMEs on Enterprise and Supplier
Development (ESD) expenditure and our FY25 ESD expenditure of
US$10.5 million exceeded our target of US$3.63 million.
In Australia we are committed to increasing our procurement of
goods and services from Aboriginal and Torres Strait Islander
businesses across our supply chain. In FY25, we spent A$23.8
million, which is 2.8% of influenceable spend
40
and above our
Reconciliation Action Plan target of 2.4%.
We have a responsibility to manage human rights risks to people
across our operations and business relationships. Our suite of
human rights training, which covers modern slavery and security, is
assigned to selected employees based on their role and is made
available to all employees. In FY25, operational and functional
representatives participated in Human Rights Due Diligence
training delivered by the International Council of Mining and Metals.
Read more in our Modern Slavery Statement at www.south32.net.
Water remains a vital shared resource and a critical input for our
operations. Water management is embedded in our operational
business plans and, in FY25, the water performance actions were
100% complete at Australia Manganese, Cannington and Hillside
Aluminium, and 92% complete at Cerro Matoso.
We recognise the importance of conserving biodiversity. We own,
lease and manage more than 550,000 hectares (ha) of land for
operational and strategic purposes. Around 3% of this land (18,231
ha) has been disturbed as a result of our activities. In FY25, 175ha
of land was disturbed through our activities, we undertook
progressive rehabilitation activities across approximately 221ha,
and set aside almost 3,800ha for conservation.
Today, over 90% of our operational emissions are generated within
our aluminium value chain, mostly from coal-fired electricity use at
our aluminium smelters, and coal- and gas-generated steam and
electricity use at Worsley Alumina
41
.
In FY25, our conversion of two boilers from coal to gas at Worsley
Alumina (completed in FY24) contributed to a 12% reduction in
Worsley Alumina’s Scope 1 emissions and a 4.2% reduction in total
Scope 1 emissions
42
, both relative to FY21 levels. However, in FY25
drought conditions in the Zambezi basin resulted in an undersupply
of hydroelectric power to Mozal Aluminium, requiring an increase in
supply of predominantly coal-fired electricity from Eskom. This,
together with an increase in the Eskom supplier-specific emission
factor, led to an approximate 22% year-on-year increase in total
Scope 2 emissions and a 2% year-on-year increase in total
operational emissions (total operations basis)
43
Read more in our Climate Change Action Plan 2025 at
www.south32.net.
24
South32 Annual Report 2025
39.
Our contributions to community programs comprise direct investment (including Enterprise Development), in-kind support and administrative costs.
40.
Influenceable spend is external categories of spend where Aboriginal and Torres Strait Islander businesses participate in the local open market.
41.
Refer to our Climate-related Risks and Reporting Methodology, available at www.south32.net, for further details on how we calculate Scope 1 and Scope 2 emissions.
42.
Analysis is on a total operations basis. In FY25, total Scope 1 emissions were 28.7% (2.9Mt CO
2
-e) lower than in FY21, primarily due to divestments.
43.
To support transparency and year-on-year comparability, we report two operational emissions data sets: Total operations, which includes divested operations, and continuing
operations, which reflects emissions from our current operations. This enables tracking against our adjusted target baseline.
Our strategic purpose continued
Sustainably reshape our business for the future
Our FY25 commitments:
〉 Develop and pursue opportunities to optimise our portfolio
Progress during FY25:
We continued to make significant progress in reshaping our
portfolio towards minerals and metals critical for the global energy
transition.
On 29 August 2024, we completed the sale of Illawarra
Metallurgical Coal for total cash proceeds of up to US$1.65 billion
44
.
Earlier that month, on 12 August, we completed the sale of our 50%
stake in the Eagle Downs metallurgical coal project for US$15
million in cash, a contingent payment of US$20 million and a price-
linked royalty of up to US$100 million
45
. We also completed the sale
of Metalloys manganese alloy smelter on 3 June 2025
46
.
On 7 July 2025, we announced a binding agreement to divest Cerro
Matoso for nominal upfront consideration and future cash
payments of up to US$100 million
47
. The transaction is expected to
complete in late H1 FY26, subject to the satisfaction or waiver of
certain conditions.
These changes have significantly reduced complexity in our
business. Our exposure to base metals and our aluminium value
chain represents approximately 90% of Underlying revenue.
We invested US$63 million in exploration programs at our existing
operations and development options.
This included US$35 million at the Hermosa project, where we
continued to test the potential for a continuous copper system
connecting the Peake deposit and Taylor Deeps. This presents the
potential to produce copper – as well as zinc, lead and silver – via
the Taylor processing plant. Taylor’s infrastructure will also unlock
value for future growth options including the Clark manganese
deposit and the Flux prospect, which has returned high-grade
copper and zinc results
48
.
At Sierra Gorda, initial exploration at the Catabela Northeast
prospect has also returned significant copper results
49
.
The Ambler Metals joint venture in Alaska, a high-grade growth
option, is undertaking study work, environmental baseline field
activities and permitting activities. Ambler Metals comprises the
high-grade polymetallic Arctic deposit, the Bornite copper deposit
and an exciting regional exploration portfolio. At our 100%-owned
Roosevelt project, which is also located in the Brooks Range in
Alaska and has similar geological formations, early exploration
activities are ongoing.
In November 2024, we announced we had acquired a 19.9% stake
in American Eagle Gold Corp (AEG) for US$21 million
50
. AEG holds
an option to acquire a 100% interest in the Nakinilerak exploration
prospect within the Babine copper-gold porphyry district in British
Columbia, Canada.
In FY25, we invested US$35 million in our greenfield exploration
prospects targeting base metals in Australia, the United States,
Canada, Argentina and Namibia.
Exploration projects include:
– A farm-in agreement with Encounter Resources targeting
copper at the Jessica project in the Northern Territory, Australia;
– A strategic alliance with AusQuest to explore a pipeline of high-
potential exploration opportunities such as copper, zinc and
nickel projects in Australia;
– An earn-in agreement with Hammer Metals for the Isa Valley
project, targeting copper and zinc in Queensland, Australia;
– An option agreement with Bronco Creek Exploration for a
copper project in Arizona, United States;
– An earn-in agreement with Ridgeline Minerals to explore the
Selina copper, zinc, lead and silver project in Nevada, US;
– A South32-operated joint venture with Minsud Resources to
explore the Chita Valley, copper, molybdenum, silver and gold
project in San Juan Province, Argentina;
– A farm-in agreement with Bowyang Resources and Barrier
Resources targeting base metals at the Thackaringa and Broken
Hill projects in New South Wales, Australia;
– An earn-in agreement with MRG Resources for the William
Rogers project, targeting copper and zinc in Queensland,
Australia;
– An option agreement with Noronex Limited for the Humpback-
Damara Copper Project in Namibia, along with a strategic
alliance to target base metal projects in the country, as well as
two exploration licenses in Botswana; and
– Advancing internally generated base metal exploration
opportunities in Australia and the Americas.
Strategic report Governance Financial report Resources and reserves Information 25
44.
Refer to market release "Sale of Illawarra Metallurgical Coal" dated 29 February 2024.
45.
Refer to media release "Completion of Eagle Downs divestment" dated 13 August 2024.
46.
Refer to media release "Completion of Metalloys manganese alloy smelter divestment" dated 3 June 2025.
47.
Refer to market release "Agreement to divest Cerro Matoso" dated 7 July 2025.
48.
The information in this report that relates to Exploration Results for the Flux prospect is extracted from “Strategy and Business Update 2024” released on 14 May 2024, and is
available to view at www.south32.net. The information was prepared by D Bertuch in accordance with the requirements of the JORC Code. South32 confirms that it is not aware of
any new information or data that materially affects the information included in the original market announcement. South32 confirms that the form and context in which the
Competent Person’s findings are presented have not been materially modified from the original market announcement.
49.
The information in this report that relates to Exploration Results for the Catabela North-East prospect is extracted from “Sierra Gorda Site Visit Presentation" dated 21 November
2024, and is available to view at www.south32.net. The information was prepared by M Wozga and O E Cortes Castro in accordance with the requirements of the JORC Code. South32
confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement. South32 confirms that the form and
context in which the Competent Person’s findings are presented have not been materially modified from the original market announcement.
50.
Refer to media release "South32 invests in American Eagle Gold" dated 11 November 2024.
SUSTAINABILITY
Our approach to sustainability
27
Safety and health
30
People and culture
33
Our economic contributions
35
Community relationships
36
Human rights
39
Ethics and business integrity
41
Cybersecurity and artificial intelligence
41
Responsible value chain
42
Closure
44
Nature
45
Biodiversity
47
Water
48
Air emissions
50
Tailings management
51
Waste and contamination
52
Climate change
53
Independent assurance report
58
26
South32 Annual Report 2025
DEVELOPING RESOURCES
SUSTAINABLY
To us, sustainability means supporting the needs of the present without compromising the ability
of future generations to meet their own needs.
In delivering our strategy, we work to understand and balance
environmental, social and economic considerations, aiming to
reduce adverse impacts while creating lasting stakeholder value.
Our Sustainability Policy sets out our commitment to sustainability
through continuously improving our sustainability performance,
optimising our positive contributions, and minimising adverse
impacts. This commitment supports the delivery of our purpose
and strategy and underpins the five interconnected pillars of our
sustainability approach. The Policy is guided by a number of global
and industry sustainability initiatives, including:
– United Nations Sustainable Development Goals (UN SDGs): We
focus on the UN SDGs where we can have the most meaningful
impact and have identified 19 priority targets that our activities
seek to support;
– United Nations Global Compact (UNGC): We are a participant in
the UNGC, the world’s largest corporate sustainability initiative.
As part of our commitment, we publish an annual
Communication on Progress, which is available publicly
1
; and
– International Council on Mining and Metals (ICMM): ICMM's
Mining Principles, Performance Expectations and Position
Statements set good practice environmental, social and
governance performance requirements for members, which are
embedded in our sustainability-related governance documents.
Beyond these initiatives, our sustainability approach is guided by
key global standards and frameworks that inform how we identify,
manage and disclose sustainability-related risks and opportunities.
These include the Global Reporting Initiative (GRI), Task Force on
Climate-related Financial Disclosures (TCFD); Australian
Sustainability Reporting Standard AASB S2 Climate-related
Disclosures; and Taskforce on Nature-related Financial Disclosures
(TNFD).
We support global and industry efforts to harmonise sustainability
standards and frameworks. In FY25, we contributed to the
consultation process for the Consolidated Mining Standard
Initiative which aims to unify four key responsible mining standards
into a single framework. Our input was provided both directly and
through our ICMM membership.
Learn more in our Sustainability Standards and Frameworks Index
2025 at www.south32.net.
Sustainability pillars
Topic themes in this report Relevant UN SDGs
Protecting and
respecting our people
Safety and health
People and culture
Delivering value
to society
Our economic contributions
Community relationships
Operating ethically
and responsibly
Human rights
Ethics and business integrity
Cybersecurity | Artificial
intelligence
Responsible value chain
Closure
Managing our
environmental impact
Nature
Biodiversity
Water
Air emissions
Tailings management
Waste and contamination
Addressing
climate change
Climate change
Strategic report Governance Financial report Resources and reserves Information 27
1.
Available at https://unglobalcompact.org/what-is-gc/participants.
Assessing topic materiality
We conduct an annual materiality assessment to identify
sustainability topics that are material to our business and
stakeholders. Outcomes guide our prioritisation of work and inform
how we group, monitor and report on sustainability-related risks
and opportunities.
In FY25, we applied a double materiality approach for the first time,
considering both our impacts on the environment and society
(impact materiality) and how these factors impact our company,
including financial performance and position (financial materiality).
Both materiality lenses were applied using definitions consistent
with our internal risk management standard, enabling a coherent
and integrated approach. Our approach is aligned with guidance
from the GRI.
To enhance rigour and objectivity, we engaged an external
consultant to facilitate the FY25 assessment. A structured five-
stage approach was adopted:
1. Desktop analysis: We reviewed internal and external sources
to identify a broad range of stakeholder perspectives, informing
an initial list of potential material topics;
2. Stakeholder engagement: We conducted interviews with
nearly 40 stakeholders, including members of our Board, Lead
Team and Senior Leadership Team, and investor groups. We
also surveyed more than 70 internal and external stakeholders;
3. Prioritisation: We analysed insights from the preceding phases
across short-, medium- and long-term timeframes to assess
relative importance and determine materiality outcomes, which
were consolidated into a draft list of material topics;
4. Validation: We held a validation workshop with senior leaders to
discuss and agree final materiality outcomes; and
5. Finalisation: We presented our list of material sustainability
topics to the Sustainability Committee.
FY25 materiality assessment outcomes
The number of material topics has increased from 16 in FY24 to 21
in FY25, reflecting a more granular assessment of key issues:
– Energy and Climate Change has been separated into two
distinct topics: Climate resilience and adaptation, and Emissions,
decarbonisation and transition risk;
– Health and Safety has been split into Safety and Wellbeing and
psychosocial health;
– A new topic on Sustainability governance and disclosure has
been introduced; and
– Privacy and cybersecurity has been expanded to include
artificial intelligence (AI).
The assessment provided valuable insights into stakeholder
perspectives on the issues that are material to our business. For
example, Biodiversity and ecosystems was identified as a key topic,
while Climate resilience and adaptation emerged as the most
financially material issue. The assessment also highlighted growing
interest in decarbonisation strategies, nature-related risks and
transparency in sustainability disclosures. In some cases,
stakeholder confidence in our management practices may
influence the relative materiality rankings, rather than indicating a
lower level of importance.
Although some topics are prioritised more highly than others for
purposes of sustainability reporting, we consider all identified
topics to be material to our business. As in previous years, these
material topics have been grouped into thematic sections in this
report to provide a consistent and structured overview of our
performance and progress.
Our Sustainability Databook 2025 shows where to find information
on each material topic across our annual reporting suite and other
public disclosures.
HIGHER
LOWER
LOWER
HIGHER
Sustainability pillar
Protecting and respecting
our people
Delivering value
to society
Operating ethically
and responsibly
Managing our
environmental impact
Addressing climate change
28
South32 Annual Report 2025
Sustainability continued
FINANCIAL IMPACT ON SOUTH32
Climate resilience and adaptation
Communities and social impact
Biodiversity and ecosystems
Safety
Waste and tailings
Business ethics and integrity
Water use and stewardship
Human rights
Diversity, equity and inclusion
Economic contribution
Indigenous engagement
Responsible value chain
Privacy, cybersecurity and AI
Closure and post-mining
Emissions, decarbonisation and
transition risk
Sustainability governance and disclosure
Cultural heritage
Wellbeing and psychosocial health
Attraction and retention
Pollution and effluents
Circular economy
IMPACT ON STAKEHOLDERS
Sustainability governance
Our Board is responsible for strategy and governance. With
support from its standing Committees, the Board oversees the risk
management and performance of the Group with respect to
material sustainability risks and opportunities. The Sustainability
Committee oversees our sustainability management, performance,
assurance and reporting, including the identification and
management of sustainability-related risks and opportunities, and
the adequacy of related systems and frameworks.
Day-to-day Group management is delegated to the CEO, including
responsibility for developing and implementing our strategy,
annual plan and budget. Our CEO and Lead Team are responsible
for developing and implementing our Sustainability Policy and a
system of internal controls and audits to identify and manage
sustainability-related risks and opportunities material to the
achievement of our strategy. Further details on the roles,
responsibilities and activities of our Board, its Committees, CEO
and Lead Team are provided in the Governance section of this
report on page 101.
Policies and other key governance documents
Our approach to sustainability is defined in our Sustainability Policy
and other Board-approved governance documents, such as our
Code of Business Conduct and Inclusion and Diversity Policy.
Implementation is supported through internal standards which
define performance requirements for managing sustainability
topics. Specialist safety, environment and social performance
teams provide support on compliance with our standards and local
requirements, and ways to improve internal control effectiveness.
Beyond these governance documents, our sustainability approach
is detailed in a series of ‘Our Approach’ documents. These outline
our management approach across key sustainability topics,
complementing the disclosures in this report. Topics covered
include: People and Culture; Partnering with Communities;
Indigenous, Traditional and Tribal Peoples Engagement; Cultural
Heritage, Human Rights, Tailings Management; Biodiversity; Water;
and Closure.
This year, we advanced development of our sustainability
governance framework, a management system designed to
systematically identify and embed material sustainability topics into
our ways of working. The framework enables us to prioritise efforts
and resources, and calibrate management responses in a
proportionate and risk-informed manner. A key feature is the
integration of sustainability considerations into business planning
and risk management.
Reporting and disclosures
We are committed to transparently reporting our sustainability
performance through clear, meaningful disclosures that build
stakeholder trust and drive continuous improvement. We prepare
our reporting in accordance with applicable GRI Standards and the
recommendations and recommended disclosures of the TCFD, and
in alignment with requirements for ICMM members. In addition, we
pursue alignment with the Sustainability Accounting Standards
Board (SASB) Standards and the UNGC Ten Principles. Our
Sustainability Standards and Frameworks Index 2025 maps our
disclosures against these and other standards and frameworks.
We support efforts to enhance sustainability-related financial
disclosures and continue to prepare for the implementation of the
Australian Sustainability Reporting Standard AASB S2 Climate-
related Disclosures from FY26. We also welcome the collaboration
between the International Financial Reporting Standards
Foundation and TNFD, which will guide the ongoing development
of our nature-related disclosures.
External assurance includes a combination of reasonable and
limited assurance over our sustainability performance and
reporting. Further information can be found in the FY25
Independent Assurance Report from KPMG Australia on pages 58
to 63. KPMG Australia is also our independent financial auditor.
Our sustainability-related disclosures relate to active operations,
including operated joint ventures. Where appropriate, we also
disclose key sustainability matters related to non-operated joint
ventures and development options and exploration projects. Our
reporting boundaries are outlined in our Sustainability Databook
2025.
Find the Sustainability Committee's Terms of Reference, Our
Approach documents, Sustainability Databook 2025 and
Sustainability Standards and Frameworks Index 2025 at
www.south32.net.
Sustainability-linked performance measures
We recognise that transparent measurement and reporting of our
sustainability performance is essential to building stakeholder trust.
This includes setting clear key performance indicators and
consistently tracking, measuring and disclosing our progress.
In 2021, we refinanced our syndicated revolving credit facility,
securing US$1.4 billion of commitments from lenders to 2026 and
establishing it as a Sustainability-Linked Loan (SLL)
2
. The SLL has
three Key Performance Indicators (KPIs) with sustainability
objectives relating to greenhouse gas emissions reduction, energy
efficiency and water efficiency. Each KPI has an annual target
based on an agreed trajectory through the loan tenor. Our KPI
performance determines the sustainability margin adjustment
which is applied annually.
Sustainability performance is also embedded in our employee
reward framework. In FY25, 35% of the performance metrics in our
Business Scorecard, a key input into the determination of our
short-term incentive, were sustainability-related. A portion, being
20%, of the long-term incentive component of the CEO and Lead
Team remuneration is linked to our response to climate change
and the transition of our portfolio towards minerals and metals
critical to the world’s energy transition. Learn more in our
Remuneration report on page 135.
Strategic report Governance Financial report Resources and reserves Information 29
2.
The facility contained two 1-year extension options which were exercised in December 2023 and 2024, bringing the current facility expiry to 2028.
PROTECTING AND RESPECTING OUR PEOPLE
We are focused on managing high-consequence health and safety risks, while fostering a culture that supports
safe, inclusive workplaces and attracts people who share our values and aspire to leave a positive legacy.
FY25 progress and performance highlights
〉 Achieved a 60% reduction in high-potential injury and illness frequency and >25% reduction in both TRIF and LTIF
〉 Delivered safety leadership capability workshops and coaching to more than 16,000 participants since launching in FY23
〉 Met five of seven of our FY25 inclusion and diversity measurable objectives
〉 Reached an 83% participation rate in our annual Your Voice employee survey, our highest to date
〉 Continued to strengthen our culture through new and continued programs that promote safe and respectful behaviours
SAFETY AND HEALTH
Nothing is more important than the health, safety and
wellbeing of our people and we remain committed to
improving our safety performance.
Tragically, we experienced a fatality within our business this year.
José Luis Pérez was fatally injured while performing a maintenance
task as a contractor at Cerro Matoso. After ascending the work
area, José Luis was walking on an elevated walkway when a floor-
grate gave way unexpectedly and caused him to fall from height.
Our thoughts remain with José Luis's family and colleagues to
whom we have extended our support, together with his employer.
This includes financial assistance while insurance processes were
finalised, support for his children's wellbeing and education, and
onsite employee assistance services to support our workforce. Our
response to this tragic incident has included:
– Conducting an investigation, led by a team of internal and
external technical and safety experts;
– Site-wide inspections to identify similar design risks and gain
assurance that floor grates and panels are mechanically secure;
– Updating engineering standards and structural maintenance
strategies and plans; and
– Expanding the scope of asset inspections to further enhance
risk controls, including appointing additional structural
engineers, as necessary, to support these inspections.
In FY25, an employee from a contractor company working with
South Africa Manganese lost their life in an off-site road trucking
accident. The contractor company has investigated the incident
and, with our support, identified opportunities to improve their
subcontractor onboarding and vehicle maintenance. In response to
this incident, we have:
– Made improvements to our onboarding processes and
increased support for contractors to improve their
subcontractor engagement practices;
– Enhanced heavy vehicle maintenance and inspection routine
requirements for contractors and subcontractors; and
– Delivered updated training programs for drivers and other
relevant roles, including contractors and subcontractors.
In May this year, a contractor was fatally injured in an incident at
Sierra Gorda, a non-operated joint venture in which we hold a 45%
interest. Together with our joint venture partner, we supported the
Sierra Gorda business in its investigation of the incident and in its
provision of assistance to affected relatives and colleagues.
FY25 safety performance
We use a range of metrics to monitor and assess our safety
performance. This includes lagging performance indicators which
focus on incidents or near misses that have occurred, and leading
indicators which aim to detect and provide advanced warning of
latent safety hazards. We also set annual health and safety KPIs in
our Business Scorecard as detailed on page 145.
Health and safety performance
3()
Performance metric FY25 FY24 FY23
Fatalities from health and safety incidents
1 0 2
Lost time injury frequency (LTIF)
1.4 2.0
4
1.6
Total recordable injury frequency (TRIF)
3.7 5.1 5.9
High-potential injury and illness frequency
0.2 0.5 0.5
Total recordable illness frequency (TRILF)
1.0 1.3 1.3
Total significant hazard frequency
196 122 92
Significant hazard to significant event near
miss ratio
78 21 15
In FY25, we recorded a 60% reduction in high-potential injury and
illness frequency
5
, while TRIF and LTIF both decreased by more
than 25%. These year-on-year improvements reflect our sustained
focus on injury and illness prevention through targeted risk
reduction initiatives and disciplined operating practices. Significant
hazard frequency and significant hazard to significant event near
miss ratio represent how effectively we are identifying and
addressing safety hazards before they cause harm. Their sustained
improvement in FY25 indicates stronger hazard awareness and a
more proactive reporting culture. While encouraging, we recognise
that more work is needed to embed our 'safety guarantee'.
Our 'safety guarantee'
To promote hazard identification and effective safety risk
management, we ask our people to reflect on whether they
can guarantee their safety and that of their colleagues
when executing their role and planned tasks. If the answer
is no, they are expected to stop and ask what would need
to be done differently to provide that guarantee. Work
should only proceed when it is safe to do so. We use this
‘safety guarantee’ to instil a belief that everyone can go
home safe and well. It also cultivates a sense of chronic
unease, helping to reduce complacency and lower
tolerance for health and safety risks.
30
South32 Annual Report 2025
Sustainability continued
3.
Frequency rates are per million hours worked. Incidents are included where South32 controls the work location or controls the work activity, including those related to operations,
development options and exploration projects that we own and control. Refer to our Sustainability Databook 2025 for more information on our reporting boundaries.
4.
Three injuries which occurred in FY24 have been reclassified from restricted work cases to lost time cases, resulting in an increase in LTIF from 1.9 to 2.0.
5.
Relates to injuries and illnesses with potential to cause significant harm, including incidents with the potential to cause impairment to ≥30% of the body or result in a fatality.
Driving continuous improvement
Our global Safety Improvement Program aims to deliver a step
change in how we manage safety across our business. It focuses on
shifting mindsets through leadership, empowering individuals to
take ownership of their safety and that of others, reducing risk
through effective controls, and strengthening systems and metrics
that support safe work. A key component is our LEAD Safely Every
Day (LSED) training program.
Since its launch in FY23, the LSED program has delivered safety
leadership capability workshops and coaching to more than 16,000
participants, including over 95% of leadership roles and frontline
employees in FY25, and a subset of contractors.
The program is locally facilitated, enabling tailoring for different
locations and operating contexts. It is designed to build a common
understanding of what it means to be a safety leader at South32
and embed a consistent approach to managing safety risk. By
strengthening safety leadership capability and empowering people
to speak up, the program supports a culture where, together, we
can work to prevent serious injuries and fatalities. In FY25, we
focused on maturing the program's content and delivery, informed
by effectiveness reviews, and accelerating implementation at
select operations, including South Africa Manganese and Cerro
Matoso.
To further promote shared learning and empowerment, we
launched our new CEO Safety Guarantee Awards in FY25. The
initiative encourages our people to identify and implement safety
improvement ideas that support our 'safety guarantee'. A safety
champion is recognised each quarter, with an annual winner
selected from among the quarterly recipients. This year, ideas
focused on innovative ways to improve safety in high-risk and
hazardous tasks, outlined in more detail on page 21.
Fatality and serious injury elimination
We continue to focus on eliminating fatalities and serious injuries.
Our approach centres on managing material safety risks
proactively and includes the following key actions:
– Monitoring precursors to serious incidents, with a focus on
hazards and events that have the potential to result in serious
injury or fatality. This enables us to better identify, prioritise and
manage critical risks;
– Defining fatality-related safety risks – such as falls from height,
electrical energy, vehicle interactions, crushing and
entanglement – and establishing minimum critical controls for
their management;
– Empowering our people to take action, including to stop work
when there is an actual or potential threat to health and safety.
Our Global360 risk and event management system supports
proactive hazard identification, reporting and follow-up; and
– Investigating significant actual and potential events and hazards
in line with our internal investigation protocol. This enables us to
capture learnings and continuously strengthen controls.
In FY25, we prioritised enhancing the quality of our incident
response, investigations and application of learnings across our
operations. This included collecting and analysing investigation
data, standardising investigation processes, and training a group of
coaches to support operational teams. In some cases, this led to
decisions to stop work following the identification of potential
significant incidents – particularly where critical controls were
found to be ineffective or there was a risk of serious harm. These
actions allowed for thorough investigations, the reinforcement of
safe behaviours, and implementation of additional controls before
work resumed. In FY26, we aim to explore new tools, including AI-
driven solutions, to further enhance the quality, consistency, and
efficiency of incident investigations.
Light vehicles and mobile surface equipment (LVME)
LVME remains a priority focus area, contributing to 29% of potential
significant events recorded in FY25. We continue to implement our
Mobile Equipment Collision Avoidance (MECA) program. The
program uses the Earth Moving Equipment Safety Round Table
(EMESRT) model, which applies nine layers of different controls that
progress from minimising exposure, detecting and deflecting
potential threats and intervention, to avoid collision.
In FY25, we conducted MECA workshops at operations in Southern
Africa and Colombia, building on those conducted across our
Australian operations in FY24. These workshops assessed control
effectiveness and supported the development of enhancement
plans aligned with EMESRT. Other key activities in FY25 included:
– Installing and upgrading fatigue monitoring and collision
avoidance systems across operations and select contractors;
– Developing light vehicle bypasses at high-risk intersections at
Australia Manganese; and
– Establishing control rooms at our aluminium smelters and South
Africa Manganese to enable real-time monitoring of fatigue
monitoring systems and operator behaviour.
Since launching our MECA program in FY24, potential significant
events and near misses involving LVME have decreased by 52%,
including a 60% reduction in those resulting in high-potential injury.
Empowering safety champions at Worsley
Alumina
In FY25, Worsley Alumina launched a new four-week course
to equip health and safety representatives with the skills
and confidence to champion our ‘safety guarantee’.
Participants in the Health and Safety Representative
Experience Program work closely with specialist safety and
training teams to strengthen their hazard identification and
risk assessment capabilities. They also develop skills for
leading safety inspections and sharpen their knowledge of
workplace inspection and event investigation techniques.
Upon returning to their roles, participants are better
equipped to drive safety improvements within their teams
and across the operation.
Find more information about our approach to security, crisis and
emergency management, and how we train and equip our workforce
with the right competencies for their roles, at www.south32.net.
Strategic report Governance Financial report Resources and reserves Information 31
Contractor management
Contractors make up a significant portion of our workforce. Since
FY22, we have focused on enhancing how we engage and manage
contractors through the development and deployment of our
internal contractor management standard.
Suppliers of services are onboarded through our contractor
management process, which sets requirements for supervision and
contractor responsibilities, and provides a framework for ongoing
performance management. In FY25, we further strengthened our
approach by:
– Improving contractor performance monitoring, risk profiling, and
our training and onboarding processes;
– Undertaking a comprehensive review of our contractor
management standard, incorporating feedback from
operational leaders and frontline teams; and
– Deploying a feedback survey inviting contractors to assess the
effectiveness of our processes, highlight improvement areas
and contribute to initiatives related to our 'safety guarantee'.
Transportation-related incidents are a key safety concern in the
mining industry, particularly in South Africa where they accounted
for more than one-third of all fatalities in the sector in 2024
6
. Road
trucking activities involving the transportation of our ore by third
parties remains a material safety risk at South Africa Manganese.
In FY25, we collaborated with several key transport contractors to
conduct risk control workshops focused on vehicle maintenance,
fatigue management, safe driving practices, and training and
competency controls. We also continued working with contractors
to implement real-time tracking of fleets transporting our products,
enabling the monitoring of driver behaviours and fatigue. Our focus
is to support our contractor companies to utilise these systems and
data, along with the outcomes of the risk control workshops, to
assess and improve the effectiveness of their road safety controls.
Health and hygiene management
Our activities present a range of health risks, including exposure to
airborne contaminants, hazardous substances, non-ionising
radiation and communicable or infectious diseases. We also
recognise psychosocial risks, such as sexual harassment and other
workplace-related factors, as health-related risks that require
continued attention and management across our business.
Learn more about our approach to managing psychosocial risk,
including sexual harassment, on page 34.
Potential occupational exposure
Our approach to material health risks focuses on identifying key
health hazards and setting thresholds for occupational exposure
(Occupational Exposure Limits, or OELs) that are considered safe
and unlikely to result in adverse health impacts. These OELs are
established in accordance with legislative requirements, are
informed by independent expert guidance and the latest scientific
evidence, and are reviewed periodically. We monitor and manage
OEL exceedances through proactive and reactive controls:
– Proactive controls include real-time environmental monitoring,
mandated minimum controls such as ventilation systems, dust
control equipment and respiratory protective equipment for our
people. We also manage the risk of inhalation of hazardous
chemicals by implementing controls for the safe use, clear
labelling and secure storage of chemical substances; and
– Reactive controls include health surveillance, biological
monitoring to assess potential health effects from occupational
exposure, and reporting and investigating exceedances to
identify root causes and improve control effectiveness.
In FY25, as part of our regular review of our internal health standard
and in anticipation of upcoming regulatory changes, we conducted
a comprehensive review of our OELs. Revised limits will be
implemented across our operations in FY26. In addition, risk
owners, worker representatives and our Hygiene team, collaborated
to review similar exposure groups at our operations with the highest
potential for hazardous substance exposure. This work identified a
range of projects aimed at reducing occupational exposure, which
will be developed into targeted improvement programs for
implementation over the next five years.
Community exposure to air emissions is monitored and managed
at, and in the vicinity of, our operations. Information about how we
manage air emissions is provided on page 50.
Health services
We provide a range of occupational health services to employees
and contractors, including medical surveillance and health
screenings. For non-occupational health concerns, employees may
access services covering chronic disease management, health
education and referrals for conditions unrelated to workplace
activities.
We offer risk-based preventative health measures, including access
to fitness facilities, vaccines, malaria and HIV/AIDS programs, and
tuberculosis screening, where applicable. At our Southern African
operations, HIV/AIDS management is embedded in occupational
health processes and includes promotion of HIV counselling,
testing and illness management. Positive diagnoses are referred
for treatment and supported through our chronic illness
management program.
Read more about our HIV and tuberculosis programs at
www.south32.net.
CASE STUDY
Trialling our new ‘Safety Companion’ tool
This year we began piloting our prototype ‘Safety
Companion’, a generative AI tool that highlights critical
safety insights from our internal risk and event
management system (Global360) and related internal
standards and guidelines.
Accessible in multiple languages, the tool responds to
simple text prompts, enabling our employees and
contractors to quickly access safety insights, such as
learnings from previous incidents, and identify the right
controls before starting a task. Importantly, the Safety
Companion is not a replacement for established safety
routines; rather, it serves as an on-demand resource to
reinforce correct processes and controls.
In FY25, the pilot focused on fall from height risk, with
participants trialling the tool, evaluating output quality and
providing feedback to inform improvements. Next steps
include extending the pilot to other high-risk activities and,
depending on outcomes, potentially expanding the pilot
and deployment across additional operations.
32
South32 Annual Report 2025
Sustainability continued
6.
Sourced from the Minerals Council of South Africa's "Facts and Figures Pocketbook 2024", and the Department of Resources and Energy (Republic of South Africa) "Release of the
2024 Mine Health and Safety Statistic"'.
PEOPLE AND CULTURE
Our Approach to People and Culture outlines our focus on
fostering an engaged, inclusive and diverse workforce, while
shaping a positive employee experience.
Find Our Approach to People and Culture and our Inclusion and
Diversity Policy at www.south32.net.
Our employees by geography
7
43%
42%
14%
1%
Australia
Southern Africa
Americas
Rest of the world
Our culture
Our Board and Lead Team are focused on fostering a culture that
aligns with our purpose, reflects our values and supports delivery of
our strategy. To support this:
– We actively engage with employees, and a representative group
of contractors, through our annual Your Voice employee survey;
– Our Board and Lead Team receive regular updates on people
and culture matters, including insights from our Your Voice
survey, reports on workplace misconduct, and data on turnover,
recruitment and talent management;
– Our Board, Lead Team and Senior Leadership Team assess our
culture periodically using our Culture Tensions Model, which
provides a common language and structured approach to
evaluating current and desired cultural characteristics; and
– Directors use an internal culture health check tool during site
visits to connect with our people and gain insight into how our
culture is reflected in daily practices across our operations.
Our Your Voice survey is conducted confidentially and captures
employee sentiment across five key dimensions. Results are
reviewed by senior leaders, and line leaders are given access to
their team’s results to support meaningful conversations and
identify improvement opportunities. In FY25, we included new
questions for line leaders to understand their perceptions of
South32 and if they feel enabled to focus on what matters most.
FY25 Your Voice survey results summary
Response rate: 83% of our employees participated in the FY25 Your
Voice survey, our highest global participation to date (FY24: 80%).
Safety Guarantee: 87% favourable response (FY24: 86%). Of note, 79%
of respondents felt ‘safe to speak up without fear of retaliation’, a four
percentage point increase from FY24.
Leadership: 79% favourable response (FY24: 78%).
Employee engagement: 81% favourable response (FY24: 80%).
Employee experience: 81% favourable response (FY24: 81%).
Workplace misconduct intolerance / leadership response: 82%
favourable response (FY24: 84%).
Inclusion and diversity
Our approach to inclusion and diversity is overseen by our Board
and guided by our Inclusion and Diversity Policy. Each year, we
develop a Group Inclusion and Diversity Action Plan, approved by
our CEO, to guide our efforts in building a more inclusive workplace.
In FY25, key activities delivered through the plan included:
– Activating our employee value proposition, the 'South32
Experience', to help attract a broader and diverse talent pool;
– Continuing the rollout of our Active Bystander discussion series
and deploying the Living our Code online training module;
– Developing and commencing implementation of our
psychosocial risk framework at our Australian operations; and
– Embedding a new training module on our Speak Up Policy into
our LEAD Safely Every Day leadership program.
We measure our inclusion and diversity progress through a set of
measurable objectives which are approved annually by our Board.
A subset of these measurable objectives is included in our Business
Scorecard, detailed on page 145. In FY25, these objectives were
updated to more accurately reflect our commitment to increasing
the representation of women in leadership across all levels of our
business and to building a workforce that represents the
communities where we operate.
Pay equity
We conduct annual gender and ethnicity pay equity reviews and
continue to invest in actions to improve pay equity across our
workforce. In FY25, we engaged key internal stakeholders to help
us understand the drivers of pay inequity, particularly within our
recruitment and appointment processes, and identify ways to
address them. In FY26, we will focus on embedding these
improvement opportunities into our systems and processes.
Living wage
In FY25, we have for the first time reported the ratio of entry-level
wages to the living wage in locations where we operate. This
complements existing disclosures comparing entry-level wages to
statutory minimum wages. These ratios, along with additional pay
equity data, are provided in our Sustainability Databook 2025.
More information about talent attraction and retention, reward and
benefits, and labour rights and relations can be found in Our
Approach to People and Culture at www.south32.net.
Strategic report Governance Financial report Resources and reserves Information 33
7.
Includes direct employees at our non-operated joint ventures.
8,892
employees
FY25 inclusion and diversity measurable objective performance
Measurable objective met Measurable objective not met
Measurable objective scope (%) FY25 objective FY25 FY24
Women in our total workforce
Achieve at least 23%
23.1 20.6
8
Women on our Board
Maintain at least 40% 54.5 50.0
Women in our Lead Team
Maintain at least 40% 50.0 50.0
Women in leadership roles
9
Achieve at least 24.1% 23.6 N/A
Improve/maintain local workforce diversity
Achieve at least 4 of 5 targets 5 of 5 achieved -
Black People in our South African workforce
10
Achieve at least 88.5% 89.5 88.4
Black People in management roles in our South African workforce
11
Achieve at least 60% 60.0 51.8
Mozambique Nationals at Mozal Aluminium
12
Achieve at least 95% 97.8 97.5
Local community members hired into unionised positions at Cerro Matoso
13
Achieve at least 50% 66.7 43.0
Aboriginal and Torres Strait Islander Peoples in our Australian workforce
14
Achieve at least 2% 2.0 1.7
Inclusion Index Score
Achieve at least 81% 82.1 81.8
Group Inclusion and Diversity Action Plan
Deliver the Action Plan (100%) 92% delivered 100% delivered
Workplace conduct
Our Code of Business Conduct (our Code), together with our values
and leadership model, define our expectations for workplace
behaviours. Our Speak Up Policy encourages reporting of
unacceptable behaviour and includes protections against
retaliation. Concerns can be raised through internal channels or our
confidential global whistleblower hotline, EthicsPoint. Mental health
and wellbeing support, including our employee assistance
program, is available to those who may need it.
Bullying, harassment, discrimination and other disrespectful
behaviours are serious breaches of our Code and will not be
tolerated. Inappropriate conduct is addressed through formal
disciplinary processes, with serious workplace conduct concerns
reviewed quarterly by our Business Conduct Committee and bi-
annually by the Risk and Audit Committee.
Learn more about our Code, Speak Up Policy and governance of
workplace and business conduct concerns on page 41.
Through our Your Voice employee survey we ask our people to
share their experience of working at South32, including instances
of bullying, discrimination, harassment and sexual harassment
experienced in our workplaces in the past 12 months. In FY25, we
saw a reduction in people reporting that they experienced some
form of workplace misconduct (9%, down one percentage point)
and an increase in reporting rates (39%, up one percentage point).
While these trends are heading in the right direction, we recognise
that we have more work to do. To support this, we took the
following actions in FY25:
– Launched a 'Living our Code' online training for new employees
and contractors, outlining our behavioural standards, zero-
tolerance approach to misconduct, and reporting mechanisms;
– Continued our Active Bystander discussion series on the role of
bystanders in fostering a safe and respectful workplace; and
– Introduced a Workplace Behaviour discussion series, a leader-
led program which expands on the Active Bystander series. It
reinforces our Speak Up Policy and covers topics including
bullying, harassment, discrimination and conflicts of interest.
Psychosocial risk management
In FY25, we finalised and began implementing our psychosocial risk
framework at our Australian operations. This framework
standardises how we identify, assess and manage psychosocial
risks, including harmful behaviours (e.g. sexual harassment,
bullying, aggression) and work-related factors such as job design
and organisational structure. We will continue to embed context-
specific psychosocial risks into risk management processes across
other locations in FY26.
Sexual harassment
In FY24, we completed a gap assessment against the Australian
Human Rights Commission's Guidelines for Complying with the
Positive Duty under the Sex Discrimination Act 1984 (Cth),
published in August 2023, and began addressing identified
improvement areas. Further information about this work is
provided on page 20 of our Sustainable Development Report 2024
at www.south32.net. In FY25, our continued efforts included:
– Bi-annual briefings to our Risk and Audit Committee and senior
leaders on workplace conduct matters;
– Delivery of specialised training for HR Business Partners on
managing sexual harassment investigations, complementing
our Living our Code training, Active Bystander series and
Workplace Behaviour discussion series;
– Implementation of revised procedures for reporting and
investigating sexual harassment, supported by data analysis to
identify high-risk areas and inform targeted controls aligned
with our psychosocial risk framework; and
– Sexual harassment triage training for identified frontline
employees, including medical employees, to strengthen
response capability.
All reported sexual harassment events are investigated. The
Sustainability Committee is informed on the number of reported
sexual harassment events on a regular basis. To the extent legally
permissible, cases are reported to the Risk and Audit Committee
bi-annually, our Business Conduct Committee quarterly and our
CEO monthly.
34
South32 Annual Report 2025
Sustainability continued
8.
For year-on-year comparison, FY24 total women in workforce, excluding Illawarra Metallurgical Coal which was sold in August 2024, is 22.5.
9.
A leader is defined as an employee occupying a Leadership Role, where a Leadership Role is a position in the organisational structure flagged as the head of an organisational unit.
10.
Black People is a generic term meaning Africans, Coloureds and Indians who are Citizens of the Republic of South Africa, as defined in the Broad-Based Black Economic
Empowerment Amendment Act, 2013. The percentage of Black People is calculated based on our workforce in South Africa only.
11.
Management roles include Operations Lead Team roles, including functional roles based at an operation and Grade 13 or above roles, assigned to a South African entity.
12.
‘Mozambique Nationals’ is defined as all Mozal Aluminium employees who are Mozambican Nationals.
13.
‘Unionised positions’ is defined as all Cerro Matoso employees except the positions of Presidents, Vice Presidents, Managers, Directors, Superintendents, Department Heads,
Supervisors, Interns, workers on probation and professionals with completed university degrees or postgraduate degrees.
14.
Aboriginal and Torres Strait Islander Peoples is defined as employees that are located at one of South32’s Australian operations or functions that have an ethnicity of ‘Aboriginal’ and/
or 'Torres Strait Islander’, as a percentage of total Australian employees.
DELIVERING VALUE TO SOCIETY
We aim to contribute meaningfully to the social and economic development of the countries and communities
where we operate. We recognise that our activities can impact communities, and we’re committed to open and
proactive engagement to better understand and responsibly manage potential and actual impacts.
FY25 progress and performance highlights
〉 US$23.3 million invested towards community education, economic participation, wellbeing and natural resource resilience
〉 23% of total procurement expenditure directed to local suppliers as part of efforts to strengthen local sourcing
〉 Maintained local employment levels above 90% across our operations in Southern Africa
〉 Launched our second Innovate Reconciliation Action Plan supporting Indigenous businesses and cultural heritage
OUR ECONOMIC CONTRIBUTIONS
Economic value distributed in FY25
15
US$4.85 billion
Paid in operating costs (including to suppliers)
US$831 million
Paid in employee wages and benefits
US$487 million
Paid to governments (including royalties)
US$23.3 million
Spent on social investments
16
US$350 million
Paid to shareholders
US$6.54 billion
Economic value distributed to stakeholders
Local hiring and procurement
We aim to create a workforce that reflects the diverse communities
where we operate and seek to source goods and services from
local businesses that meet our health, safety, environmental and
social performance requirements. Our supplier contracting
processes include reviews of local markets to assess local presence
and capability, and we track performance against annual local
procurement targets set for each operation. 23% of our FY25
procurement expenditure was with local suppliers. 2.8% of our
influenceable spend
17
in Australia (A$23.8 million) was sourced from
Aboriginal and Torres Strait Islander businesses, exceeding our
Reconciliation Action Plan target of 2.4%.
Economic transformation in South Africa
Enterprise and Supplier Development (ESD) in South Africa is aimed
at addressing historical socio-economic inequalities and promoting
economic transformation. ESD consists of two components:
Enterprise Development, which supports small, medium and micro
enterprises (SMMEs) outside of our supply chain, and Supplier
Development, which supports SMMEs that are part of our supply
chain. Our ESD program provides eligible entrepreneurs with
infrastructure, skills development and support, enabling them to
participate more effectively in our supply chain and contribute to
the broader local economy. In FY25, our ESD expenditure was
US$10.5 million, exceeding our statutory target of US$3.6 million.
Local procurement and economic transformation
Measure FY25 FY24 FY23
Local procurement (US$ million)
1,064
1,160 1,017
Proportion of local procurement spend (%)
23.4 26.1 22.6
Procurement from Aboriginal and Torres
Strait Islander businesses ($A million)
23.8 33.8 30.4
ESD spend (US$ million)
10.5 9.7 14.7
CASE STUDY
Contributing socio-economic value at Hermosa
Our Hermosa project in Arizona’s Santa Cruz County is
located in one of the state’s least economically diversified
regions, where unemployment is twice the state average.
Hermosa is helping grow and diversify the local economy by
creating the highly skilled jobs needed to operate a next-
generation mine. Our goal is for 80% of Hermosa's workforce
to be from the local community, equating to more than 700
permanent direct jobs once the project is fully operational.
We are laying the groundwork for these outcomes through
a range of initiatives:
Workforce Development Taskforce
We are partnering with local education institutions via the
established Workforce Development Taskforce to equip
local residents with the skills needed for skilled trades and
operational careers. For example, electricians are among
the first jobs needed at Hermosa but have some of the
longest training timelines. We have worked with the Santa
Cruz Country Provisional College District to bring a Tucson
community college's electrician certificate program to the
county, launching in August 2025.
Workforce Development Executive Committee
This Committee brings together local education leaders to
focus on post-secondary education, facilities development,
resources and the training needs of local businesses –
helping to build an “all of community” workforce ecosystem
beyond Hermosa itself. We have also partnered with the
Nogales-Santa Cruz County Chamber of Commerce to
launch a Vendor Readiness Program, enabling local
businesses to find opportunities to supply materials to
Hermosa.
Centro remote operations centre
In April, we broke ground on Centro, a remote operations
centre in Nogales, around 45km from Hermosa. When
operational, employees will use automation to, in part,
remotely monitor and operate Hermosa's equipment and
facilities. Centro’s office-like setting has been designed to
provide inclusive, family-friendly jobs for those who have no
mining experience or have historically been excluded from
the industry. By locating the centre in Nogales, we are
helping to distribute economic benefits more broadly across
the county and contribute to increased local tax revenue.
Strategic report Governance Financial report Resources and reserves Information 35
15.
Refer to the Sustainability Databook 2025 for total economic value generated, distributed and retained by country, including supporting footnotes and reporting boundaries.
16.
Our contributions to community programs comprise direct investment (including Enterprise Development), in-kind support and administrative costs.
17.
Influenceable spend is external categories of spend where Aboriginal and Torres Strait Islander businesses participate in the local open market.
COMMUNITY RELATIONSHIPS
Our Approach to Partnering with Communities outlines our
commitment to building trusting and meaningful
relationships with communities where we operate.
Find Our Approach to Partnering with Communities at
www.south32.net.
Community engagement and research provides insights into actual
and potential impacts of our activities. In FY25, this included:
– Updating social baseline and impact assessments at our
operations in Southern Africa to better understand the social,
cultural and economic context of surrounding communities;
– Implementing a "Local Voices" program at Worsley Alumina,
commencing with a baseline survey to understand community
perceptions, followed by regular pulse surveys to monitor
changes over time and inform targeted improvement;
– Holding public listening sessions and topic-specific discussions
with representatives of Santa Cruz County, the City of Nogales,
and the Town of Patagonia focused on a variety of stakeholder
matters, including emergency services, nature-based
restorative economic development and education; and
– Continuing to implement our stakeholder relationship
management system which enables us to record, report and
analyse engagements with communities, governments, NGOs
and industry partners.
Stakeholder concerns
We aim to develop activity-specific, locally appropriate and
culturally sensitive complaints and grievance mechanisms, aligned
with the United Nations Protect, Respect and Remedy Framework.
In FY25, we received 93 community complaints across our
operations through local complaints and grievance mechanisms,
97% of which have been resolved. One open grievance remains
under review, relating to the activities of a former supplier at Cerro
Matoso. Amenity impacts, such as dust, noise and traffic,
accounted for over half of total complaints, the majority of which
related to Worsley Alumina’s mining operations given the close
proximity to residential areas.
Complaints related to business and employment opportunities
increased at South Africa Manganese in FY25, largely driven by
limited local economic opportunities and a perceived lack of
transparency in the recruitment processes used by contractors.
Some of these concerns were expressed through community
protest activities and unrest, resulting in a cumulative total of 15
hours of community-related non-technical delays. As part of our
response, we engaged with contractors and affected stakeholders
to better understand the issues and identify practical ways to
address them.
FY25 community complaints by type
27%
23%
6%
4%
21%
7%
12%
Key stakeholder concerns by region
Insights gathered through our research and engagement activities
inform operation-specific stakeholder engagement and social
performance plans. These plans are regularly updated to remain
responsive to community needs and reflect the unique and
evolving context of each location.
Australia
– Local economic participation: Procurement opportunities for
local businesses and employment for local people.
– Amenity impacts: Increased traffic, noise and dust from
operational activities.
– Environmental impacts: Energy and water use, land clearing and
rehabilitation activities, and management of tailings.
– Social investment: Ongoing support for communities.
– Indigenous rights and cultural heritage: Potential impacts,
protection of sacred sites and access to Country.
Americas
– Local economic participation: Procurement opportunities for
local businesses and employment for local people.
– Amenity and safety impacts: Increased traffic, noise and dust
from operational activities, and road haulage on public roads.
– Environmental and social impacts: Including on biodiversity, air
and water quality, and related community health and safety risks.
– Social investment: Ongoing support for communities.
– Development updates: Communication regarding development
progress, potential impacts and engagement opportunities.
Southern Africa
– Local economic participation: Procurement opportunities for
local businesses and employment for local people.
– Amenity and safety impacts: Increased traffic, noise and dust
from operational activities, and road haulage on public roads.
– Social and security risks: Socio-political instability, unlawful
activities, and broader community safety concerns.
– Environmental impacts: Water and energy use, and management
of waste and contamination risk.
– Regional economic benefits: Ongoing economic contributions to
support community wellbeing and regional development.
Embedding continuous improvement in social
performance
Our internal social performance standard outlines
requirements and expectations for managing social
impacts and investments, human rights and cultural
heritage risks, and stakeholder engagement.
In FY25, we introduced a Group-wide maturity assessment
process to support more effective implementation of the
standard. Using a three-tier scale – foundation, good, or
leading practice – each of our operations undertook a self-
assessment, which was then reviewed and calibrated in
collaboration with our social performance team.
This structured approach provided clearer insights into
performance strengths and areas for improvement. Based
on the results, each operation has developed a maturity
improvement plan, with implementation and ongoing
evaluation continuing into FY26.
36
South32 Annual Report 2025
Sustainability continued
Dust
Noise
Traffic
Stakeholder engagement
Business and employment opportunities
Environment
Other
Social investment and economic development
Our operations maintain three-year social investment and economic development plans, reviewed annually so they continue to reflect
stakeholder and community interests and priorities. We assess the impact of our social investments using an impact measurement
framework, which supports data collection and analysis to measure outcomes over the short-, medium- and long-term. This evidence base
informs future investment decisions, enhances program design, and enables transparent performance reporting. Social investment and
economic development is also linked to reward outcomes through our Business Scorecard, detailed on page 145.
FY25 social investments by focus area
Education and leadership
US$5.3M
Enabled expanded access to STEM education for more than 1,800
students, with a strong focus on encouraging the participation of
women and girls, and supported nearly 300 students to complete
their studies and graduate in FY25:
– Introduced 98 students to coding and robotics through Hillside
Aluminium's partnership with ORT South Africa’s Let Kidz Code
program, with over 70% of participants choosing STEM subjects
in their senior years;
– Supported bursaries for 184 girls attending technical institutes
in Mozambique, and a further 13 bursaries for students enrolled
at Eduardo Mondlane University – part of an ongoing initiative
that has helped women’s enrolment in technical education at
the institution increase from 15% in 2019 to 29% in 2025;
– 71 scholarships awarded to support tertiary education and job
skills development, including 20 for Aboriginal and Torres Strait
Islander students through our partnership with MADALAH Ltd;
and
– Supported improved school attendance for girls in South Africa
through the distribution of 9,600 menstrual hygiene packs to
over 2,500 students.
Good health and social wellbeing
US$4.3M
– Supported over 1,400 Indigenous, Traditional and Tribal Peoples
across a range of programs to strengthen cultural identity,
preserve traditional knowledge, foster community connection,
and support employment and education outcomes.
– Improved access to health services in South Africa through
healthcare initiatives and infrastructure projects, including:
◦ Donating paediatric cot beds to Queen Nandi Hospital in
KwaZulu-Natal, near Hillside Aluminium;
◦ Supporting the conversion of Sicelo Clinic in Meyerton, near
the Metalloys smelter, from a temporary clinic into a fully
operational healthcare centre; and
◦ Completing the first phase of upgrades to the Dithakong
Community Health Centre in the Northern Cape, near South
Africa Manganese.
– Helped improve community safety perceptions and experiences
through:
◦ A community road safety program supported by Mozal
Aluminium, focused on reducing traffic-related incidents by
raising awareness of risks linked to industrial transport and
promoting safer behaviour; and
◦ Our support for the Pat Giles Centre for Non-Violence in
Western Australia, enabling the expansion of therapeutic
programs for children in refuge, creation of more welcoming
spaces, and strengthening of service delivery capacity.
Economic participation
US$7.9M
– Contributed to local economic participation and enterprise
growth through support for SMMEs in Southern Africa:
◦ 152 SMMEs funded through loans and grants;
◦ 82 SMMEs utilised business development centres operated
by Hillside Aluminium and South Africa Manganese; and
◦ 96 SMMEs in Mozambique accessed business support
services supported by Mozal Aluminium.
– Supported the creation of 68 jobs for Aboriginal and Torres
Strait Islander Peoples through initiatives that build skills and
promote sustainable employment pathways, including:
◦ Danju – Jobs Together, led by the Leschenault Catchment
Council, which trains and mentors local Noongar people in
on-Country conservation and landcare. Participants gain paid
work experience through environmental rehabilitation
projects at Worsley Alumina; and
◦ GEBIE, a not-for-profit Aboriginal Corporation, providing case
management and employment support to jobseekers. Its
GEBIE GANG Youth Project promotes youth wellbeing,
cultural connection, and work readiness through targeted
activities.
Natural resource resilience
US$2.6M
– Supported land rehabilitation and biodiversity conservation:
◦ More than 100 hectares of land rehabilitated and six invasive
weed species managed through environmental programs
supported by our Australian operations; and
◦ Continued protection of 10 target species through our
partnership with the Australian Wildlife Conservancy.
– Improved agricultural productivity and capacity:
◦ Through funding from Cerro Matoso, 16 agricultural projects,
including the establishment of three community cocoa farms,
are benefiting more than 450 families; and
◦ In the McKinlay River catchment near Cannington, efforts to
control infestations of nationally recognised weed species
are helping to improve native vegetation, soil health, and
water quality.
– Supported programs that aim to enhance access to safe
drinking water:
◦ Water supply projects at South Africa Manganese and
Hillside Aluminium are increasing the availability of, and
community access to, potable water; and
◦ In partnership with the local Community Action Board, Cerro
Matoso supported the construction of a water treatment
plant that will provide safe drinking water to over 200
households in El Almendro, Colombia.
Strategic report Governance Financial report Resources and reserves Information 37
Indigenous, Traditional and Tribal Peoples
Our Approach documents related to Indigenous, Traditional and
Tribal Peoples Engagement and Cultural Heritage outline our focus
on building strong partnerships that support cultural wellbeing and
create opportunities through employment, procurement, social
investment and training.
Find Our Approach to Indigenous, Traditional and Tribal Peoples
Engagement and Our Approach to Cultural Heritage at
www.south32.net.
Valuing reconciliation in Australia
In July 2024, we launched our second Innovate Reconciliation
Action Plan (RAP), reaffirming our commitment to reconciliation and
support for the Uluru Statement from the Heart. Our updated RAP
builds on previous progress through strengthened partnerships,
targeted programs and support for Indigenous businesses and
cultural heritage. In FY25, we advanced these efforts by:
– Strengthening relationships: Partnered with the Gnaala Karla
Booja Aboriginal Corporation (GKB) at Worsley Alumina to
enhance cultural heritage management, and continued our
collaboration with the Anindilyakwa Land Council at Australia
Manganese to support education, economic development and
wellbeing;
– Promoting employment: Progressed initiatives to support our
measurable objective to increase Aboriginal and Torres Strait
Islander representation in our Australian workforce, including
launching a 'new to industry' program at Australia Manganese to
support the entry of Anindilyakwa people into operational roles;
– Elevating Indigenous voices: Established and maintained
forums and networks across our business, including inclusion
and diversity networks and RAP working groups;
– Growing Indigenous procurement: Began developing a three-
year Indigenous procurement strategy for launch in FY26;
– Building cultural competency: Delivered cultural awareness
training at Australia Manganese and Cannington, focused on
deepening understanding of Aboriginal and Torres Strait
Islander history, culture and local community engagement; and
– Supporting community partnerships: Contributed to
community organisations, land councils and local governments,
accounting for 38% of FY25 social investment in Australia.
Cultural heritage
In FY25, we completed a preliminary evaluation of our governance
and risk management practices against the updated ICMM
Indigenous Peoples and Mining Position Statement, with further
integration planned for FY26. We also carried out a cultural heritage
risk review at Worsley Alumina to assess the effectiveness of
existing controls. This identified opportunities to strengthen
controls including improvements to employee and contractor
training, which we plan to implement in FY26.
In FY25, our engagement with Indigenous, Traditional and Tribal
Peoples focused on strengthening relationships, preserving cultural
knowledge and supporting long-term partnerships. Key activities
included:
– Cerro Matoso, Colombia: We delivered training for over 80
employees, external affairs representatives and journalists on
Indigenous Peoples’ rights and responsibilities, and began a
multi-year project to support the Zenú community in cultural
strengthening and environmental sustainability;
– Hermosa project, Arizona, United States: We engaged with
12 Native American Tribes and hosted eight site tours to
support ongoing dialogue on opportunities, cultural interests
and project development;
– Roosevelt project, Alaska, US: We launched an ethnographic
project with Tribal leaders and knowledge keepers to document
cultural meaning, traditions and knowledge through social
mapping and videography. The digitised materials will be
returned to communities to support cultural preservation and
intergenerational knowledge sharing;
– Worsley Alumina, Australia: In addition to our Noongar
Standard Heritage Agreement with the GKB, we continued to
fund a Heritage Officer position to support the GKB in
conducting heritage surveys; and
– Cannington, Australia: We continued to work with Traditional
Owners at Cannington to document cultural values at Cowie
Station and integrate them into land management planning.
38
South32 Annual Report 2025
Sustainability continued
OPERATING ETHICALLY AND RESPONSIBLY
We are committed to respecting human rights, upholding high standards of integrity and accountability, and
applying responsible business practices across our value chain and in the way we plan for and implement closure.
FY25 progress and performance highlights
〉 Supported our people and communities through periods of civil unrest in Mozambique and developed new tools to support
decision-making in conflict and post-conflict environments
〉 Achieved certification against the Aluminium Stewardship Initiative's Performance Standard and Chain of Custody Standard
at Worsley Alumina
〉 Completed cyber risk management reviews for all our operations and assessed our alignment to national and international
responsible AI frameworks
〉 Progressed closure planning and multi-stakeholder engagement at Cannington and Australia Manganese
HUMAN RIGHTS
Our Approach to Human Rights outlines our commitment to respecting all internationally recognised human rights as set out
in the International Bill of Rights
18
and the International Labour Organization Declaration on Fundamental Principles and Rights
at Work. It also describes our management approach to upholding these rights across our business.
Find Our Approach to Human Rights at www.south32.net.
Identifying and managing human rights risks
In FY24, an externally facilitated assessment identified our salient human rights issues which represent rights most at risk of severe
negative impacts from our activities and business relationships. In FY25, we worked to further embed these issues into our risk
management system. This included updating our Human Rights Risk Self-Assessment tool and guidance, aligning more closely with UN
Guiding Principles on Business and Human Rights.
Our salient human rights issues
Safe and respectful
workplaces
Labour rights in the
value chain
Environmental
impacts
Impacts of security
services on human
rights
Land rights and
Indigenous,
Traditional and
Tribal Peoples’
rights
Community
wellbeing and
engagement,
including access to
remedy
Our Approach to Human Rights
Applicable to Directors,
workforce, third parties
acting on our behalf
Embedded in our
Policies, Code and
internal standards
Governed by our Board,
Sustainability Committee
and Lead Team
Guided by global
standards and initiatives
Strengthened through
partnerships and
collaborations
Our management approach to upholding human rights across our business
Due diligence and
risk management
Engagement and
collaboration with
stakeholders and
at-risk groups
Training and access
to internal and
external expertise
Mechanisms to
raise concerns,
complaints and
grievances
Monitoring of
effectiveness and
continuous
improvement
Reporting and
transparency
Strategic report Governance Financial report Resources and reserves Information 39
18.
Comprising the Universal Declaration of Human Rights, the International Covenant on Civil and Political Rights and the International Covenant on Economic, Social and Cultural Rights.
Human rights due diligence
Human Rights Impact Assessments (HRIAs) are mandated at least
every five years in countries with high human rights risk, including
our operations in Southern Africa and Colombia, and may be
triggered by material changes in the human rights landscape. No
HRIAs were due for completion in FY25. In interim years for higher-
risk countries, and annually in lower-risk countries, Human Rights
Risk Self-Assessments are conducted to evaluate risks, existing
controls and changes in local context. Outcomes are embedded
into business planning to support timely action and published in
our Sustainability Databook 2025.
Complaints and grievances
We provide accessible and safe channels for stakeholders to raise
human rights concerns, and support and encourage the work of
civil society organisations in raising human rights issues. Where we
have caused or contributed to harm, we cooperate in remediation
through legitimate processes and engagement with civil society
organisations when required.
Our community complaints and grievance process is aligned with
the Guiding Principles on Business and Human Rights:
Implementing the United Nations 'Protect, Respect and Remedy'
Framework. Human rights-related reports made to our confidential
EthicsPoint reporting hotline are managed under our business
conduct reporting procedures outlined on page 41.
Strengthening capability and collaboration
Our employees and contractors are required to complete our
mandatory online Code of Business Conduct (our Code) training.
Our human rights training includes an introductory module, as well
as targeted modules on modern slavery, security and human rights,
which are assigned based on role and available to all employees. In
FY25, operational and functional representatives participated in
Human Rights Due Diligence training delivered by the ICMM. This
aims to build participants' capacity to conduct human rights due
diligence and integrate human rights considerations into their
respective operations and locations.
We continue to participate in external initiatives, including the
United Nations Global Compact Network Australia’s Modern Slavery
Community of Practice, Human Rights Resources and Energy
Collective, the Sustainable Shipping Initiative and Mission to
Seafarers.
Our approach to managing modern slavery risks is detailed in our
Modern Slavery Statement 2025, available at www.south32.net.
CASE STUDY
Responding to civil unrest in Mozambique
Impacts of security services on human rights was one of
the salient human rights issues identified in our external
saliency assessment. We are committed to respecting all
internationally recognised human rights
19
, which includes
the right to liberty and security of person, and continue to
review and enhance our security approach to adapt to the
distinct social and political contexts in which we operate.
This includes how we respond to civil unrest, protecting the
safety and the wellbeing of our workers and host
communities, alongside the continuity of our operations.
This became particularly relevant towards the end of 2024,
when Mozambique experienced significant and prolonged
civil unrest following the country’s general elections.
Widespread protests took place across the country,
presenting increased safety and security risks for our
people, assets and communities in Mozambique, as well as
creating operational challenges for Mozal Aluminium.
In response to the unrest, evacuation and response plans
were activated to maintain the safety and security of our
people. Some of the measures implemented included:
– Alternative working arrangements, including remote
working;
– Daily monitoring of transport routes to enable safe
transit to and from the operation;
– Provision of safe accommodation, either on-site or at
nearby secure facilities;
– Installation of additional landlines for personal
communications, and provision of on-site catering and
recreational facilities for workers residing on-site or
nearby;
– Regular engagement with workers about the evolving
situation through a variety of communication channels;
and
– Continued engagement with local communities during
the periods of unrest.
As a result of this quick and effective response there were
no safety or security incidents at Mozal Aluminium over the
period of unrest, and no complaints received through the
operation's grievance mechanism relating specifically to
our response to the unrest.
We also sought the support of external human rights
experts to develop guidance and tools to support decision-
making in conflict and post-conflict environments, review
our due diligence processes and undertake heightened
due diligence in FY26.
Insights and identified improvement opportunities from
these activities will be incorporated into our security and
human rights processes at Mozal Aluminium, and other
operations as relevant, and will inform our approach to
managing human rights risks relating to civil unrest going
forward.
19
40
South32 Annual Report 2025
Sustainability continued
19.
As set out in the International Bill of Rights (comprising the Universal Declaration of Human Rights, the International Covenant on Civil and Political Rights, and the International
Covenant on Economic, Social and Cultural Rights) and the International Labour Organization Declaration on Fundamental Principles and Rights at Work.
ETHICS AND BUSINESS INTEGRITY
Business conduct
Our Code outlines the standards of behaviour expected of our
employees, contractors, executive management, Directors,
suppliers and joint venture partners operating on our behalf. It
includes our Speak Up Policy, which explains how to raise concerns,
protections for reporters, and the process for handling reports. We
do not tolerate any form of retaliation against anyone for reporting
a business conduct concern or cooperating with a related internal
investigation. Training on our Code is mandatory for all new
employees and select contractors, with regular refresher training
provided.
Anyone can report concerns, including anonymously if preferred,
via our independently operated EthicsPoint hotline. Reports are
confidentially assessed initially by our Business Integrity team, with
cases allocated to relevant business areas based on the nature,
urgency and severity. Oversight is provided by our Business
Conduct Committee, which convenes quarterly, and material
matters are reported bi-annually to our Risk and Audit Committee.
Anti-Bribery and Corruption
Our Business Integrity team, independent from our operations,
oversees our global Anti-Bribery and Corruption (ABC), anti-money
laundering and sanctions compliance programs. These programs
set mandatory controls to manage legal and reputational risks,
focusing on higher-risk activities such as due diligence on third-
party representatives, suppliers and transactional activities. Our
ABC program includes:
– Risk assessments, monitoring and internal control effectiveness
testing, with updated anti-corruption risk assessments
completed in FY25 for Hillside Aluminium and Cerro Matoso; and
– Mandatory ABC compliance training for employees identified as
being at higher risk of exposure to bribery and corruption risks,
completed on joining South32, with refresher training provided.
This is supplemented with targeted face-to-face training and
awareness sessions led by our Business Integrity team.
Business Integrity pre-approval is required for gifts, entertainment
and hospitality above modest value, social investments and
sponsorships, attending a paid political activity, and any other thing
of value to a government official. In FY25, we made enhancements
to our Integrity and Compliance Approval System to strengthen
functionality and support better reporting, enabling continued ABC
compliance in a changing technology landscape. We also enhanced
our sanctions monitoring tool, including expanding its scope to
cover raw material suppliers and vendors.
Learn more and find our Code, Speak Up Policy and Anti-Bribery and
Corruption Policy at www.south32.net.
CYBERSECURITY AND AI
Cybersecurity
Our approach to managing cybersecurity risk includes:
– Monitoring of critical cybersecurity controls by risk and control
owners and through a dedicated stewardship program;
– Annual reviews by external auditors of our cybersecurity risk
management system and information security controls;
– Reporting cybersecurity risk to the Risk and Audit Committee bi-
annually, with monthly updates to our Lead Team and Board;
– Mandatory cybersecurity awareness training for employees and
select contractors; and
– Management of third-party cyber risk through a dedicated
reporting platform and contractual agreements that include
cybersecurity and privacy clauses.
Material breaches are managed under our internal cyber incident
response plan. No significant cybersecurity breaches, either within
our technology environment or via third parties, have occurred in
the past three years. In FY25, cyber risk management reviews were
completed for all our operations, leading to revisions to our cyber
incident response plan, email fraud detection enhancements,
training updates and identity security improvements. In FY26, we
intend to strengthen our cyber resilience through further testing of
response plans, aligning data security controls with evolving
jurisdictional requirements, and further developing third-party risk
management practices.
Artificial intelligence (AI)
We recognise the potential for safe, well-governed AI to enhance
the safety and productivity of our business. Our approach is guided
by four strategic pillars:
– Safety: Supporting safety risk management through learning
from past events and investigations;
– Value generation: Improving production throughput, yields,
and blending, and delivering sustainability co-benefits such as
reduced energy and water use;
– Exploration: Delivering exploration and orebody insights more
quickly and efficiently; and
– Productivity enablers: Using generative AI to boost efficiency
through quicker, easier access to information and insights.
We take a risk-based approach to AI, supported by governance
and internal controls to enable its responsible development and
deployment. In FY25, we assessed our alignment with several
national and international responsible AI frameworks
20
and
continue to strengthen our approach to meet emerging standards.
Using AI to enhance our assessment of physical climate change risks in our value chain
In FY25, our Marketing team conducted an assessment of physical climate risks across selected elements of our value chain,
focusing on freight routes and discharge ports used for transporting select commodities and raw materials. Generative AI tools
supported a desktop analysis of the likelihood and potential impact of various climate hazards, including changes in temperature
and rainfall, storms, floods, drought, fire and sea level rise.
The assessment identified several climate-related risks, including vessel exposure to hazards while in transit, restricted access to
discharge ports due to adverse conditions, and draft limitations from low river levels caused by drought. As part of our response,
we have developed human-led response plans and embedded them in our commercial strategy. Additionally, an out-of-cycle
material risk review and a joint freight-port workshop were held to identify opportunities to further strengthen value chain
resilience.
Looking ahead, we plan to expand the assessment to other parts of the value chain, including inland logistics, continuing to
leverage AI-supported analysis to enhance our climate resilience.
Strategic report Governance Financial report Resources and reserves Information 41
20.
Including the European Union's AI Act, the Australian Government’s Voluntary AI Safety Standard, the Australian Institute of Company Directors' governance principles, and
frameworks developed by Alphinity Investment Management and the Commonwealth Scientific and Industrial Research Organisation (CSIRO).
RESPONSIBLE VALUE CHAIN
Managing supply chain risks
We rely on a diverse supply chain of over 5,700
21
suppliers across
50 countries to provide the non-traded goods and services
essential to our operations. We seek to work with suppliers whose
values and standards of conduct align with ours, with our
expectations outlined in our Code of Business Conduct and our
Supplier Minimum Requirements, available at www.south32.net.
Supplier spend by geography
22
35%
18%
24%
23%
Australia
Southern Africa
Americas
Rest of the world
We manage supply chain risks, including those related to safety,
supply security, business integrity, human rights (including modern
slavery) and financial stability, through a range of coordinated and
integrated activities:
– Onboarding due diligence: Our Business Integrity team and
subject matter experts assess suppliers based on their risk
profile and work scope, setting evaluation criteria and controls;
– Continuous monitoring: We work with third-party auditors to
assess labour rights risks among existing suppliers;
– Collaborative remediation: Where issues are identified, we
engage directly with suppliers to support remediation and
improve practices;
– Process and system improvements: We continue to make
enhancements throughout the supplier lifecycle to strengthen
compliance and improve visibility of supplier performance;
– Risk insights: We use third-party risk assessment tools to
increase visibility of social and environmental supply chain risks;
and
– Training: We provide mandatory modern slavery training for
select roles across our business to build awareness and
capability in identifying and addressing these risks.
In FY25, we advanced development of a new third-party risk
management framework that provides a structured approach to
identifying and managing supplier-related risks throughout the
supplier lifecycle. Designed for use by sourcing leads and those
responsible for supplier oversight, this framework complements
our internal supply standard and associated procedures, and will
be implemented in FY26.
To further strengthen management of human rights risks within
our mineral supply chain, we are aligning our due diligence
practices for operating in, or sourcing from, conflict-affected or
high-risk areas with OECD Due Diligence Guidance for Responsible
Supply Chains of Minerals from Conflict-Affected and High-Risk
Areas. This work supports the alignment of our practices with
international expectations.
Labour rights in the value chain
Our supplier risk evaluation process enables us to identify and
assess modern slavery risks among suppliers of non-traded goods
and services. This process applies throughout the lifecycle of a
supplier’s engagement with us, and includes risk mapping,
mandatory risk assessments during onboarding, risk-based
evaluations through desktop reviews and external audits of select
suppliers.
We do not own ships or employ seafarers, but rely on maritime
transport for delivery of supplies and our commodities. In FY25, we
continued to enhance our approach to managing risks and
improving welfare in our maritime supply chain through:
– Enhanced due diligence: We continued our modern slavery risk
due diligence program, including vetting, audits and inspections
in compliance with the Maritime Labour Convention;
– Human rights initiatives: We contributed to the Mission to
Seafarers and its Seafarers Happiness Index, with the vessels we
charter scoring above the global average;
– SEAFAIRER roundtable: We participated in discussions led by
the Institute for Human Rights and Business, focused on
advancing seafarers’ rights and welfare in freight contracts; and
– Sea Cargo Charter: We joined this initiative and submitted our
first climate alignment score in April 2025, publicly available in
the Sea Cargo Charter Annual Report.
Learn more about how we are managing modern slavery risks in our
Modern Slavery Statement 2025 available at www.south32.net.
Responsible production
We are guided by standards set by bodies such as the ICMM,
Minerals Council of Australia, Aluminium Stewardship Initiative, the
International Manganese, Lead, Zinc and Aluminium Institutes,
Australian Aluminium Council and National Alliance for Advanced
Transportation Batteries. Our approach to product stewardship
focuses on best practices for the handling, transportation and use
of our commodities. We provide safety data sheets to customers to
guide safe shipping, storage, handling and use of our products. We
also conduct internal and external audits to evaluate the
effectiveness of our product stewardship controls.
We monitor customer sustainability priorities and regulatory
changes to identify risks and opportunities, and manage customer
relationships through ongoing engagement. Credentials from
independent associations can help validate environmental and
social practices and build stakeholder confidence. We continue to
see customer interest in these and maintain our participation in
the:
– Aluminium Stewardship Initiative (ASI):
◦ Worsley Alumina achieved ASI Performance Standard V3
(2022) and Chain of Custody Standard V2 (2022) in FY25;
◦ Mozal Aluminium attained ASI Performance Standard V2
(2017) in 2023; and
◦ Mineração Rio do Norte obtained ASI Performance Standard
V3 (2022) and Chain of Custody Standard V2 (2022) in 2024.
– London Metals Exchange (LME): Hillside Aluminium and Mozal
Aluminium remain listed on the LME and met electronic
Certificate of Analysis requirements in FY25. Brazil Aluminium
continues to work towards qualifying for LME listing.
Learn more about our certifications in our Sustainability Standards
and Frameworks Index 2025 at www.south32.net.
42
South32 Annual Report 2025
Sustainability continued
21.
This number represents the active vendors we procured non-traded good and services from in FY25 and excludes purchasing activities related to traded goods and services,
purchasing cards and non-order invoices, which reflect low-value or once-off transactions, internal payments or regulatory payments.
22.
Spend data does not include spend associated with (a) traded goods and services that are not used for operating costs (logistics and bulk raw materials are included in total spend);
(b) purchasing/credit cards which can only be used for low-value transactions (under US$2,000 per month), time-sensitive land tenement payment or regulatory permit or license
applications and renewals; and (c) non-order invoice payments which are typically limited to regulatory payments, internal payments (including to internal companies and joint
arrangement partners), donations, employee benefits, non-employee reimbursements, legal settlements, or payments to doctors, hospitals or for medical treatments.
US$5.7B
CASE STUDY
Supporting local industrial growth through aluminium beneficiation in South Africa
23
South Africa’s aluminium industry has a long-standing history, with over 70 years of semi-fabrication and 45 years of
primary production. Hillside Aluminium has a vital role to play in sustaining and advancing this legacy.
Hillside Aluminium (Hillside) is an important contributor to South Africa’s economy
24
and a significant employer in the
province of KwaZulu-Natal, where the unemployment rate is around 30%
25
:
– Hillside employs over 2,500 employees and contractors and supports an estimated 29,000 indirect employment
opportunities.
90% of Hillside’s employees are Black People
26
and just under a third are women.
– Over the last three years, Hillside has paid US$195 million in wages and salaries, US$139 million in government
payments and contributed more than US$22 million to a range of local community programs and initiatives.
Strengthening South Africa’s aluminium value chain relies on the continued modernisation of semi-fabrication capacity and
access to locally produced aluminium, particularly in liquid form. Hillside is South Africa’s only producer of primary
aluminium. Each year, the smelter supplies both liquid metal and solid aluminium (around a quarter of production) to
domestic customers, including two organisations operating out of a neighbouring casthouse:
– Hulamin: As the largest aluminium semi-fabricator in sub-Saharan Africa, Hulamin employs over 1,500 people and
generates more than half of its revenue from domestic sales. Hulamin owns and operates the casthouse, where it
produces aluminium slab. Since 2013, Hillside has supported the operation of this facility by supplying competitively
priced liquid metal.
– Bingelela Alloys: Led by a local Black economic empowerment group, with majority ownership held by Black women,
Bingelela Alloys is South Africa’s only domestic producer of rim alloy for the automotive sector. In 2022, Hillside
supported Bingelela's growth through a US$2.5 million loan from its Enterprise and Supplier Development program. In
FY25, Hillside provided a further US$6 million in concessional financing to support the procurement of new furnaces,
enabling the return of leased furnaces to Hulamin.
A further increase in domestic sales is anticipated, supported by potential future sales to AluSouth – a prospective market
entrant aiming to revive a dormant aluminium rod facility at the casthouse. The facility is expected to produce aluminium
rod for use in transmission and distribution line construction, helping to reduce reliance on higher-cost imports, contribute
to Eskom’s planned grid expansion, and supporting local job creation. With an estimated establishment cost of US$20
million, funding is being sought from government and commercial partners. Hillside plans to contribute more than US$4
million in concessional financing to support the initiative.
By supplying primary aluminium to domestic manufacturers, enabling the development of semi-fabrication facilities, and
supporting Black- and women-owned enterprises, Hillside is making an important contribution to South Africa’s ongoing
industrial development.
23
24,25,26
Strategic report Governance Financial report Resources and reserves Information 43
23.
Aluminium beneficiation refers to the process of adding value to raw aluminium or aluminium-bearing materials through local processing, manufacturing, or fabrication, rather than
exporting them in raw or semi-processed form.
24.
Economic and indirect employment information is drawn from a third-party assessment of the socio-economic contribution of Hillside Aluminium to South Africa, undertaken in FY25.
Hillside's estimated direct GDP contribution in 2024 was ZAR2.9 billion. For every ZAR1.00 increase in Hillside's local spend, it is estimated that ZAR0.43 is added to South Africa’s GDP.
25.
As reported in the Quarterly Labour Force Survey by Statistics South Africa for Q2 2024, available at www.statssa.gov.za.
26.
Generic term meaning Africans, Coloureds and Indians who are citizens of South Africa, defined in the Broad-Based Black Economic Empowerment Amendment Act, 2013.
CLOSURE
Our Approach to Closure outlines our focus on progressive
rehabilitation and effective closure planning to support the
smooth transition of lands we operate on to the next users.
Find Our Approach to Closure at www.south32.net and learn more
about our closure provisioning on page 201.
Closure planning and best practice
We maintain closure plans for our operations and projects under
our operational control. These plans incorporate progressive
rehabilitation to reduce the impact on disturbed areas and support
the eventual relinquishment of landholdings. The extent of
progressive rehabilitation varies depending on the specific
characteristics and context of each operation.
Closure planning is prioritised from early stages of project
development and throughout an operation's lifecycle. Our FY25
initiatives to progress closure readiness and align with industry
good practice, included:
– Developing a closure readiness guideline outlining actions to
support effective closure planning and execution outcomes, in
alignment with ICMM's Closure Maturity Framework;
– Conducting closure maturity assessments at select operations
using ICMM's Closure Maturity Framework to understand the
maturity of progressive rehabilitation and closure planning
activities and identify areas for improvement; and
– Reviewing conceptual closure plans as part of our three-year
review cycle. These plans outline (at a high level) how an
operation will eventually be closed, are typically prepared by a
third-party and are updated as additional studies and technical
work are completed.
Our operations nearing closure
Cannington and Australia Manganese are approaching the end of
their operational life within the next decade. In FY25, we advanced
closure engineering studies at both operations, as well as baseline
social impact and opportunity assessments to help shape future
communication and engagement strategies with our workforce,
communities, Traditional Owners and government. At Australia
Manganese, the pre-feasibility study progressed with a focus on
evaluating post-mining landforms. The first phase of the study,
expected to conclude in FY26, will inform detailed closure designs
and guide further engagement on long-term land use and
rehabilitation.
At Cannington, we advanced our pre-feasibility study through a
review of regulatory expectations and existing site data, followed
by an options assessment to shape our closure strategy. Further
site investigations planned for FY26 will support the development
of safe and stable post-mining landforms and provide greater
definition around closure execution costs.
In FY25, we also commenced technical closure reviews for our
aluminium smelters, focused on updating closure risks and closure
plans to inform the development of future work plans.
Stakeholder engagement
Mine closure is not only a technical challenge but also a social and
economic transition that requires multi-stakeholder engagements.
Activities in FY25 included:
– Forming a community consultative committee at Cannington,
comprising representatives from the operation, local shires,
landholders and community. Bi-annual meetings will be held to
discuss operational matters and closure planning; and
– Continuing our participation in a steering committee at Australia
Manganese, which includes representatives from the operation,
Anindilyakwa Land Council, Northern Territory Government and
Australian Government (National Indigenous Australians
Agency). The committee provides a forum to discuss project
management, governance, closure aspirations and lessons
learned from other mine closures in the region.
27
Mozal Aluminium update
In FY25, we continued our engagement with key
stakeholders to secure sufficient and affordable electricity
supply to enable Mozal Aluminium (Mozal) to operate
beyond March 2026, when the current agreement expires.
As of August 2025, these engagements have not provided
confidence that Mozal will secure sufficient and affordable
electricity beyond that date and we expect that the
smelter will be placed on care and maintenance at the end
of the current agreement
27
.
Planning for care and maintenance is underway, covering
employee and community engagement, contract
management and site maintenance. The planning phase is
expected to conclude in January 2026, culminating in a
comprehensive care and maintenance plan. In 2026, we
intend to advance closure planning with a focus on risk and
opportunity assessments, socio-economic and
environmental assessments, engineering design and
execution planning. Alternatives to closure, such as
divestment or repurposing, will also be explored.
44
South32 Annual Report 2025
Sustainability continued
27.
Refer to market release “Mozal Aluminium Update” dated 14 August 2025 for further details.
MANAGING OUR ENVIRONMENTAL IMPACT
Our mining, processing, refining and smelting activities can affect the natural environment through land clearing,
water use and discharge, waste generation, and other operational activities. As temporary stewards of the lands
and waters upon which we operate, we recognise the importance of managing these impacts responsibly.
FY25 progress and performance highlights
〉 Undertook progressive rehabilitation across 221 hectares of land and set aside almost 3,800 hectares for conservation
〉 Progressed biodiversity and water management plans across our operations, applying our mitigation hierarchy
〉 Sustained operational water efficiency at 83%
〉 Achieved alignment with the Global Industry Standard on Tailings Management for all operated tailings storage facilities
〉 Progressed air quality and water management programs at our Hermosa project to help mitigate environmental impacts
NATURE
We define nature as all life on Earth, together with the
geology, water, climate and other inanimate components
that make up our planet.
We rely on environmental assets and ecosystem services, while our
activities can impact the atmosphere, biodiversity, land and water.
Since FY23, we have been strengthening our understanding of our
nature-related impacts and dependencies through several key
initiatives:
– Participating in Taskforce on Nature-related Financial
Disclosures (TNFD) studies on adoption barriers and applying
TNFD's LEAP framework (Locate, Evaluate, Assess and Prepare);
– Developing a new internal guideline on no net loss or net gain of
biodiversity, designed to support the assessment and
calculation of biodiversity values. The guideline is initially being
applied at Australia Manganese, Worsley Alumina and our
Hermosa project; and
– Collaborating with an external consultant to assess nature-
related impacts and dependencies across our business.
Nature-related impacts and dependencies
Guided by the TNFD’s recommendations and LEAP approach, we
have assessed our business activities and relationships to identify
our most significant nature-related impacts and dependencies
28
.
Our analysis considers non-operated joint ventures, including the
Mineração Rio do Norte (MRN) bauxite mine, Alumar alumina
refinery and co-located aluminium smelter in Brazil
29
, and Sierra
Gorda copper mine in Chile – helping to inform engagement with
joint venture partners on nature-related risks and opportunities.
Key nature-related impacts
Climate change
Mining, processing, refining, and smelting activities contribute to
the accumulation of greenhouse gases in the atmosphere,
influencing global temperature trends and climatic variability.
Primarily due to their high energy demands, our highest-emitting
operations are Hillside Aluminium, Mozal Aluminium and Worsley
Alumina’s refinery, with only Mozal Aluminium currently having a
renewable electricity supply contract.
Learn more about our approach to addressing climate change in our
Climate Change Action Plan 2025 at www.south32.net.
Land and freshwater use change
Activities such as land clearing and subsequent rehabilitation and
restoration processes, may affect species, habitats and landscape
connectivity, as well as soil quality, sediment stability, and surface
or groundwater discharge and drainage patterns.
Land-use and freshwater-use change impacts are most
pronounced at our operations that use shallow and active mining
methods, such as Worsley Alumina and Australia Manganese.
These methods are also used by MRN. Management responses
include progressive rehabilitation, ecological restoration and
threatened species management, supported by context-specific
approaches. At Worsley Alumina, this includes maintaining
designated protected areas and no clearing of old-growth forest
30
.
Resource use or replenishment
All of our operations require access to water resources for key
activities, including dust suppression and tailings management, as
well as for key processes such as mineral processing, refining and
smelting. Water extraction can impact freshwater ecosystems, as
well as surface and groundwater resources that are often shared
with other water users. These impacts are more pronounced in
areas exposed to water stress, such as South Africa Manganese
and the Hermosa project, and in regions experiencing a drying
climate such as Worsley Alumina.
Water management practices focus on reducing demand through
efficiency, reuse and recycling initiatives, and reducing reliance on
freshwater resources. For example – we have constructed a
desalination plant at Hillside Aluminium and Sierra Gorda uses
seawater for most operational needs, avoiding use of freshwater.
Where we have operations in locations with high precipitation, such
as Australia Manganese, or abundant groundwater, like our
Hermosa project, we implement dewatering programs to manage
excess water and maintain safe, efficient site access.
We also seek to address shared water challenges in the
catchments where we operate and set contextual water objectives
for operations with material water-related risks.
Strategic report Governance Financial report Resources and reserves Information 45
28.
While the terms and categories used align with the TNFD framework, the impacts and dependencies described are not the result of an impact materiality assessment as defined by
the LEAP approach. Rather, they illustrate the types of nature-related issues relevant to our business and operating context.
29.
Alumar alumina refinery and MRN bauxite mine are referred to collectively as Brazil Alumina and the Alumar smelter as Brazil Aluminium.
30.
As defined under the Western Australian Government Forest Management Plan 2024-2033, 'old-growth forests are those that have not been subject to major disturbance by timber
harvesting, grazing, mining, or introduced diseases, and that remain dominated by larger, older trees’.
Pollution or pollution removal
Our operations that have tailings storage facilities or waste rock
stockpiles carry a risk of surface water pollution, particularly during
seasonal flooding events. In addition, air emissions, vibration, noise
and the generation of dust or particulate matter from mining,
refining and smelting activities may disrupt ecosystem services and
affect surrounding communities.
We apply the Source Pathway Receptor method (detailed on page
50) to assess potential pollution sources and impacts, and inform
management responses. In addition, we are progressing studies on
waste reduction, reuse, and reprocessing initiatives to reduce
environmental impacts and promote sustainable resource use.
All South32-operated tailings storage facilities align with the Global
Industry Standard on Tailings Management. At our Hermosa
project, we have established one of the first new lined, dry stack
tailings storage facilities in the United States.
Invasive species introduction or removal
Mining activities, such as clearing, transport, and rehabilitation and
restoration practices, can increase the risk of introducing and
spreading invasive species, potentially impacting local ecosystems.
The potential significance of these impacts varies depending on
the operating context.
For example, Australia Manganese is located on Groote Eylandt –
an island off the coast of Australia that remains free of invasive
species such as the cane toad. To help maintain this status,
Australia Manganese participates in an archipelago-wide
biosecurity management program aimed at keeping Groote
Eylandt cane toad free and managing invasive animals and weeds.
Key nature-related dependencies
Environmental assets:
Naturally occurring living and non-living components of the Earth
that make up the biophysical environment.
– Land: Access to land is critical for our mining, processing,
rehabilitation activities and biodiversity offset programs.
– Mineral and energy resources: The development of mineral
and energy resources is central to our purpose. We also rely on
natural inputs, such as raw materials for refining and smelting,
to support operational continuity.
– Renewable energy resources: Solar electricity forms part of
the energy mix at Cannington, and Mozal Aluminium currently
uses hydroelectricity to meet most of its needs. Renewable
sources are also used at Sierra Gorda and Brazil Aluminium.
– Water resources: Water is essential to our mining, processing,
refining and smelting activities. The Trombetas and Amazon
rivers support the transport of bauxite from MRN to Alumar.
– Atmospheric and climate systems: These systems regulate
temperature, precipitation, wind and other climatic conditions
that our operations rely on for safe, stable and predictable
performance, such as dependable water sources, uninterrupted
power supply and reliable transport networks.
Ecosystem services:
Contributions made by ecosystems that benefit economic and
other human activity.
– Provisioning services: Includes water supply services, such as
water flow regulation and purification to maintain water quality,
and genetic material services, which support progressive
rehabilitation and restoration (e.g. native seed sourcing).
– Regulating and maintenance services: These services include
climate regulation, soil and sediment retention, storm
mitigation, flood control and water flow services. For example,
landscapes sequester and store carbon, vegetation stabilises
soil to reduce erosion, and natural features help buffer the
effects of extreme weather events.
Our rehabilitation and restoration activities also depend on
ecological services such as pollination, nursery population and
habitat maintenance. In addition, vegetation contributes to
filtering air- and water-borne pollutants and reducing noise.
Learn more about we manage nature-related impacts and
dependencies on pages 45 to 52 of this report and 'Our Approach'
documents available at www.south32.net.
Value chain analysis
Key observations from our value chain analysis include:
– Upstream: Chemical inputs, energy use and water supply
contribute significantly to nature-related pressures in our
upstream value chain. These mainly stem from land-use change,
greenhouse gas emissions and water withdrawals, particularly
within the aluminium and manganese value chains.
– Downstream: Aluminium, zinc and lead generate relatively
moderate nature-related impacts during extraction, with their
most significant nature-related pressures occurring during
manufacturing, use and disposal. Copper and manganese
impacts are more evenly distributed across their life cycles.
The use phase of our products, more than manufacturing or
end-of-life phases, was identified as the most dependent on
regulating and maintenance ecosystem services and the largest
contributor to downstream nature-related impacts.
Policy engagement
We recognise that the global decline in nature poses
growing risks to people, ecosystems, businesses and
economies. The international community has responded
through initiatives such as the United Nations Convention
on Biological Diversity and the Kunming-Montreal Global
Biodiversity Framework, which call for urgent action to halt
and reverse biodiversity loss and set nature on a path to
recovery.
Addressing this global challenge requires coordinated
action across governments, businesses, investors and
communities. One way to contribute to this collective effort
is by engaging with governments on the development of
public policy that:
– Drives improved environmental and sustainable
development outcomes aligned with global goals and
frameworks;
– Enables efficient decision-making and enhances
coherence across regulatory frameworks;
– Promotes transparency, accountability and long-term
regulatory stability; and
– Incentivises investment in research and capability
building to help businesses reduce environmental
impacts and contribute to nature-positive outcomes.
These positions guide our direct advocacy on nature-
related matters, as well as our contributions to advocacy of
industry associations that we belong to. Learn more about
Our Approach to Industry Associations at www.south32.net.
46
South32 Annual Report 2025
Sustainability continued
BIODIVERSITY
Our Approach to Biodiversity outlines our focus on
minimising impacts to biodiversity and ecosystem services
throughout the mining lifecycle.
Aligned with ICMM’s Nature Position Statement, which reflects a
shared ambition among members to contribute to a nature positive
future, Our Approach to Biodiversity includes an aim to achieve no
net loss or a net gain of biodiversity by the completion of closure
31
.
Find Our Approach to Biodiversity at www.south32.net.
Land stewardship
We own, lease and manage more than 550,000 hectares (ha) of
land for operational and strategic purposes. Around 3% of this land
(18,231 ha) has been disturbed as a result of our activities and
around 1% (6,876 ha) has been set aside for conservation.
Total disturbed landholdings composition
35%
34%
31%
Under progressive rehabilitation
Available for rehabilitation pre-closure
32
Available for rehabilitation post-closure
32
FY25 activities
175ha of land disturbed through our activities during the year
221ha of land commenced progressive rehabilitation during the year
3,795ha of land set aside for conservation during the year
Progressive rehabilitation
The extent of land under progressive rehabilitation will vary
depending on each of our operation’s characteristics and context:
– Shallow mining methods at Worsley Alumina and Australia
Manganese allow for controlled removal of topsoil, ore
extraction and revegetation after mining. Just over half of the
total land disturbed at Worsley Alumina is under progressive
rehabilitation, while approximately 30% of disturbed land is
under progressive rehabilitation at Australia Manganese.
– The surface footprint of our open-cut mines, Cerro Matoso and
Mamatwan mine, remain relatively stable during active mining,
with little opportunity for any additional rehabilitation.
– At Cannington and Wessels (which are underground mines) and
our aluminium smelters there is limited to no disturbed land
available for progressive rehabilitation at this stage of their
operational lifecycle.
We embed progressive rehabilitation into our life-of-operation
planning. Rehabilitation activities typically begin once mining is
complete and generally include backfilling, landform recontouring,
re-spreading overburden and topsoil – often sourced directly from
adjacent new mining areas – and revegetating with local native
species. Scientific monitoring programs are also implemented,
based on agreed and licence-defined success and completion
criteria.
We seek to engage communities, including Indigenous, Traditional
and Tribal Peoples, to support rehabilitation activities, including
seed harvesting and storage and the use of methods that promote
successful rehabilitation.
Managing biodiversity-related impacts and risks
We manage impacts and risks by implementing biodiversity
management plans and applying the mitigation hierarchy – avoid,
minimise, rehabilitate/restore and offset. In FY25, this included:
– Australia Manganese:
◦ Progressing threatened and invasive species management
programs and the Biodiversity Offset Management Plan for
the Eastern Leases development;
◦ Commencing a desktop appraisal of rehabilitation areas to
verify site conditions, improve data quality and inform our
rehabilitation approach;
◦ Using site data to study habitat creation and recolonisation,
and conducting low-intensity fire trials with the Anindilyakwa
Land Council and Sea Rangers in mature rehabilitation areas,
recognising the role of traditional burning in supporting
native flora regeneration and wildfire risk reduction; and
◦ Undertaking a feral cat survey to determine population
density across the Western Leases and adjacent areas,
providing the basis for an informed management response.
– Worsley Alumina, Boddington bauxite mine:
◦ Refining our mine plan to further avoid and minimise
biodiversity and cultural heritage impacts and setting aside
additional land for conservation activities;
◦ Restoring habitats in rehabilitation areas by reintroducing
natural features to encourage the return of native species,
and installing artificial habitats in designated offset areas to
support shelter and breeding;
◦ Conducting targeted surveys for threatened and migratory
species, and implementing mitigation measures such as
establishing protective buffers around identified breeding
sites to avoid disturbance and safeguard habitats;
◦ Advancing progressive rehabilitation planning to support
compliance with environmental approvals for the Worsley
Mine Development following the receipt of primary State and
Federal environmental approvals
33
; and
◦ Reviewing the mine closure plan, with a focus on post-mining
native vegetation restoration and habitat creation.
Local and regional partnerships
We continue to contribute to biodiversity conservation outcomes
through local and regional partnerships. This includes:
– Multi-year PhD-led programs at Worsley Alumina in partnership
with Curtin University, using soil and air environmental DNA
sampling to improve detection of native and invasive species;
– Partnering with the Western Australian Department of
Biodiversity, Conservation and Attractions to deploy motion-
activated cameras in areas near Worsley Alumina where forest
harvest, controlled burns and baiting occurs to assess animal
abundance and species presence or absence; and
– Supporting the Australian Wildlife Conservancy's Mt Gibson
Wildlife Sanctuary by funding science-based monitoring, feral
animal control and mammal reintroduction efforts.
Strategic report Governance Financial report Resources and reserves Information 47
31.
For all new operations and significant expansions, no net loss or net gain shall be measured against a pre-operation or pre-expansion baseline respectively. For existing operations,
this shall be measured against a 2020 or earlier baseline.
32.
Land available for rehabilitation (both pre- and post-closure) refers to the proportion of disturbed land not yet under progressive rehabilitation. Post-closure land includes areas
currently occupied by infrastructure and therefore are not yet available for rehabilitation.
33.
Ministerial Statement No. 1237 and EPBC 2019/8437. Information on the applications and approvals can be found at www.south32.net.
18,231 ha
WATER
Water is a vital shared resource with high social, cultural, spiritual, environmental and economic value. It is also a critical input
for our operations. Our Approach to Water outlines our focus on sustainably managing water resources and addressing water-
related risks and opportunities in catchments where we operate.
Find Our Approach to Water at www.south32.net.
Our FY25 operational water account
Our operational water sources include groundwater, surface water, seawater and water sourced from third parties. We aim to recover and
reuse or recycle water to reduce overall withdrawals. Water that is not consumed in processes, retained in product or entrained in waste is
either discharged into the environment or supplied to third parties pursuant to regulatory requirements. We monitor water inflows, uses,
losses and outflows within a defined operational boundary to support operational decision-making and inform water management.
In FY25, total water withdrawal increased by 21% year-on-year. Groundwater withdrawal rose by 74%, mostly due to dewatering activities
associated with Tropical Cyclone Megan at Australia Manganese. This was partially offset by a combined reduction of surface water
withdrawals and third-party purchases. Water consumption increased by approximately 9%, mainly as a result of higher entrainment in
waste. Operational water efficiency, which is measured as the percentage of task water reused and recycled within our reporting boundary,
remained steady at 83%
34
.
Definitions:
Water inputs/withdrawal: Water drawn from the environment (surface water, groundwater or seawater) or purchased from third parties, for use in a task or activity.
Reused/recycled water: Water that has been used in an operational task and is recovered and used again in an operational task, either without (reuse) or with (recycle) treatment.
Water outputs/discharge: Water that is released from the operational water system through discharge back to the water environment or piping to third parties, and/or through other
outputs, including water consumed (removed by evaporation, entrainment in product, waste or other losses) in an operational task or activity.
Operational water efficiency: Percentage of water used for operational activities which is reused/recycled water.
Water to tasks: The total flow of water to a task. A task is a set of operational activities that use water.
Find more water-related data in our Sustainability Databook 2025 at www.south32.net.
Managing water-related risks
Water-related risks – including scarcity, flooding, variable water quality, and social impacts such as reduced water availability – can affect
both our operations and the communities in which we operate. At the same time, there are opportunities to improve water efficiency and
strengthen community relationships through water-related partnerships. To support effective water management planning, we conduct
water risk and opportunity screening assessments at our operations and projects every three years. These assessments help identify
potential exposures and opportunities to improve water efficiency. A key input to this process is our annual review of exposure to baseline
water stress using the World Resources Institute’s Aqueduct Tool (v4.0).
We set context-specific water objectives for operations where material water-related risks are identified. We implement water-related
projects and initiatives to manage risks and improve efficiency across our operations. At operations in locations with high precipitation,
such as Australia Manganese, or abundant groundwater, like our Hermosa project, we implement dewatering programs to manage excess
water and maintain safe, efficient site access.
Our FY25 review confirmed that South Africa Manganese and our Hermosa project remain exposed to baseline water stress due to their
location in arid regions. While Worsley Alumina’s refinery was not identified as exposed to water stress, it continues to manage material
water-related risks to support long-term operational resilience.
48
South32 Annual Report 2025
Sustainability continued
34.
In FY25, a review of the calculated reused/recycled water as well as task water was undertaken at Worsley Alumina's refinery resulting in a restatement of prior years data, including
operational water efficiency. Further detail is available in our Sustainability Databook 2025 at www.south32.net.
WATER OUTPUTS/DISCHARGE (ML)
78,887
↑ 7% from FY24
Discharge destination
and water consumption ML
Groundwater
675
Surface water
5,875
Third-party water
227
Seawater
274
Consumption
71,836
– 50% consumed through
entrainment in waste and product
– 34% consumed through natural
evaporation
– 16% consumed through task loss
and forced evaporation
WATER INPUTS/WITHDRAWAL (ML)
98,490
↑ 21% from FY24
Withdrawal source ML
Groundwater
61,234
Surface water
35,440
Third-party water
1,816
Seawater
0
– 76% of water withdrawn is
classified as freshwater
– 4% of water withdrawn is from
areas exposed to baseline water
stress
WATER TO TASKS (ML)
281,057
↓ 3% from FY24
OPERATIONAL
WATER EFFICIENCY
83%
↑ 1 percentage
point from FY24
REUSED/RECYCLED WATER (ML)
234,585
↓ 2% from FY24
FY25 water-related projects and initiatives
In FY25, we continued progressing our joint initiative between our
tailings and environment teams to enhance our Group-wide water
management approach. As part of this work, we developed
standardised tools and processes, including integrated water
management and water balance guidance, to support improved
integration of tailings, water storage, stormwater, and surface and
groundwater management across our operations.
At Worsley Alumina’s bauxite mine, we enhanced the integration of
catchment-level conditions and the needs of other groundwater
users and ecosystems into our water management approach. This
included expanding groundwater and vegetation monitoring
programs and prioritising progressive rehabilitation in
groundwater-sensitive areas.
Other key initiatives progressed in FY25 include:
– South Africa Manganese - Completed a water recycling project
at the Wessels mine focused on improving maintenance
routines and upgrading reticulation infrastructure;
– Cerro Matoso - Advanced a water recirculation project aimed
at preserving and reusing operational water through the
integration of reservoirs, recirculation infrastructure and dust
control sprinklers;
– Hillside Aluminium - Commenced a project to install
infrastructure to treat non-potable municipal water, helping to
increase the availability of potable water for domestic use; and
– Hermosa project - Enhanced water monitoring, including
launching a well protection program to monitor potential
impacts from our groundwater management activities.
Learn more about our approach to water management at Hermosa
at www.south32.net.
Water-related objectives and targets
In line with our ICMM membership obligations, we set context-
specific water objectives for operations where material water-
related risks are identified
35
.
South Africa Manganese
Risk: Growing water scarcity, increasing competition for water
resources and ageing regional distribution infrastructure presents
water supply risk to the Wessels and Mamatwan mines and town of
Hotazel.
Objective: Identify a sustainable community project that will give
access to clean water and support the local municipality's water
access plans, with an expectation to have this project implemented by
the end of FY26.
Update: In FY24, we identified a community water access project
aimed at improving access to clean water for residents of Magobing
and Magojaneng villages in the Joe Morolong municipality, Northern
Cape, South Africa.
The project plans to install solar-powered pumps to extract
groundwater from existing boreholes. In FY25, we completed the
engineering designs for the solar infrastructure and progressed
internal business integrity pre-clearance processes. The appointment
of local contractors for the installation phase is expected to proceed in
FY26, as planned.
Worsley Alumina
Risk: Insufficient water in the refinery's catchment lake could result in
water supply disruptions to the refinery.
Objective: Strengthen long-term water security by entering into
commercial arrangements with third-party providers to ensure a
reliable water supply over a period of at least five years.
Update: In FY25, we reassessed Worsley Alumina's original contextual
water objective (set as a target in 2019) in light of updated data and
changes in the refinery's risk profile. Key considerations included:
– Operational efficiency: Updated data confirmed that the refinery
has achieved optimised water efficiency, recording a 93%
efficiency rate in FY25; and
– Water security: While located in a region with a drying climate, the
refinery is not located in an area presently identified as being
exposed to baseline water stress. It currently has a low reliance on
third-party water sources, but may require third-party supply
during periods when ground and surface water sources are
insufficient to meet operational needs.
As a result of this review, we have updated Worsley Alumina's objective
to focus on maintaining water security, more accurately reflecting its
current material water-related risk. We will continue to focus on
identifying projects with the potential to reduce our impact and
dependency on water resources and enhance operational efficiency.
Australia Manganese
The impact of extreme rainfall associated with Tropical Cyclone Megan
in FY24 required the development of adaptive water management
practices to support the sustainable discharge of excess water and
enable the operation's recovery plan.
With water holding levels still significantly above pre-Tropical Cyclone
Megan levels, we will establish a contextual water objective in FY26 to
support the mitigation of a new material risk: the potential for
inadequate water management to impact our mine plan and
production forecasts.
Water Efficiency Target
In FY22, we established a Water Efficiency Target (WET) for facilities
identified as exposed to baseline water stress at that time –
Worsley Alumina's refinery, our two mines at South Africa
Manganese, and Mozal Aluminium – to collectively achieve a 10%
improvement in water use efficiency by FY27, compared to an FY21
baseline
36
. Progress against the WET is one of the sustainbility-
related measures in our FY25 Business Scorecard, with more
information provided on page 145.
The WET is one of three KPIs under our Sustainability-Linked Loan
(SLL). Each KPI has an annual target based on an agreed trajectory
through the loan tenor. Our performance against these targets
determines the annual sustainability margin adjustment applied
under the loan. We report water inputs, outputs, reuse and
recycling using the Minerals Council of Australia’s Water Accounting
Framework (WAF). In FY25, as part of a broader review of water
efficiency opportunities, we assessed how the WAF was being
applied at Worsley Alumina to ensure alignment with its definitions
and reporting requirements. This review resulted in a restatement
of Worsley Alumina's water data in our Sustainability Databook
2025. Consequently, performance against the WET SLL target for
FY25 has not been evaluated. We are engaging with our SLL
lenders to assess potential adjustments to the WET SLL baseline or
future-year targets.
Strategic report Governance Financial report Resources and reserves Information 49
35.
In 2019 and 2022, we established contextual water targets for operations identified as experiencing material water-related risks at that time. Mozal Aluminium and Hillside Aluminium
achieved their targets in FY22 and FY23 respectively. To distinguish these from quantitative sustainability-related targets (now governed by disclosure standards such as IFRS/AASB
S1 and S2) and from our quantitative WET, we have renamed our contextual water targets as contextual water objectives.
36.
FY21 baseline was restated in FY24 following water accounting updates at Mozal Aluminium and has been adjusted to reflect the sale of Illawarra Metallurgical Coal in August 2024. In
line with guidance from the WRI, Mozal Aluminium will remain included in the WET notwithstanding that the operation is no longer identified as exposed to baseline water stress.
AIR EMISSIONS
Our activities generate non-greenhouse gas (GHG) air
emissions which may affect ambient air quality if not
effectively managed.
We adhere to national and global regulatory requirements for
assessing ambient air quality, including the Australian National
Environment Protection Council's National Environment Protection
Measures. Our membership in industry associations, such as the
ICMM, provides access to valuable guidance and research that
supports effective air emissions management.
We identify air emissions sources and assess potential impacts
using the Source Pathway Receptor method. This enables us to
focus on our most material air emissions, which include manganese
dust and hydrogen fluoride associated with aluminium smelting.
Source pathway receptor method
Source
Locating where the air emissions originate, for example
from mobile equipment, furnaces, boilers and material
handling and processing.
Pathway
Assessing how the air emissions travel through the
environment, including via atmospheric dispersion, dry
and wet deposition, direct inhalation, and indirect
exposure pathways.
Receptor
Assess who or what could be affected, such as workers,
communities or the environment.
We convene an internal working group comprising cross-functional
representatives to guide our approach to mitigating community
health risks associated with air emissions, particularly manganese
dust. Led by our Health and Hygiene team, this group identifies
health risks, sets exposure limits based on legislation, research and
best practices, monitors ongoing developments, and enhances risk
management strategies so that community exposure remains
within safe and acceptable limits.
Monitoring and mitigation measures
Our air quality monitoring programs include both real-time and
compliance monitoring capabilities. For example, at Australia
Manganese E-Samplers have been installed along the peripheries
of nearby communities to enable continuous ambient air quality
monitoring and real-time responses to exceedances of particulate
matter trigger levels. We also use high-volume air samplers to
monitor fugitive dust. When compliance monitoring detects a dust
exceedance, we investigate the root cause and contributing
factors, and implement corrective actions to prevent recurrence.
Data from these monitoring programs is integrated into our global
environmental data management platform, EQuIS, which supports
performance analysis, trend identification, and more informed
decision-making to enhance air quality protection.
Our operations implement a hierarchy of controls that support
compliance with internal and regulatory requirements. Depending
on the activity and location, these controls include dust and air
quality training, air pollution control systems, dust suppression
techniques, enclosed material handling, and progressive
rehabilitation and blast management. We engage local
communities to inform our air emissions management approach
and to understand whether controls are being effectively applied.
Partnering with others
In FY25, we continued our participation in ICMM’s Innovation for
Cleaner, Safer Vehicles program, which aims to support the
development of GHG emission-free surface mining vehicles and
reduce the operational impacts of diesel particulate matter and
vehicle interactions. We also contributed to the Electric Mine
Consortium through to its successful conclusion in September
2024, following four years of collaboration, shared learning and field
trials. Our commitment to the consortium’s objectives continues
through ongoing battery-electric vehicle trials at our Cannington
operation.
We recognise the transportation of our products can generate air
emissions beyond our operational boundaries. In FY25, we worked
with logistics service providers to manage potential impacts along
transport routes and at transfer points, such as ports. This included
embedding programs to monitor and drive continuous
improvement in air emissions management systems. We also
completed work on a train-washing system at Cannington to
support the suppression of potential fugitive air emissions during
the transportation of our product.
Managing future air emissions at Hermosa
Our Hermosa project is being designed as our first ‘next
generation mine’, using automation and technology to help
reduce environmental impact. This includes developing an
air emissions management program which supports the
health and safety of our people, communities and
ecosystems.
Hermosa's approach to managing air emissions focuses on
developing and integrating robust controls into all phases
of its operations, including:
– Underground mining and crushing: Dust will be
suppressed using water sprays and natural moisture
underground;
– Above-ground processing: Ore will be transported
through an enclosed conveyor system and stored in
enclosed bins before undergoing milling and processing.
Water sprays and dust collectors will be used to suppress
dust during processing; and
– Transportation: Concentrate and ore will be transported
in sealed containers, while tailings bound for the dry-stack
tailings storage facility will be controlled by watering,
compaction and non-toxic dust suppressants.
To support continuous air quality monitoring, monitors
have been installed around neighbouring communities to
establish a baseline for air quality and collect
meteorological data to better understand weather
patterns and dust exposure trends across the region.
50
South32 Annual Report 2025
Sustainability continued
TAILINGS MANAGEMENT
The safe design, operation and management of Tailings
Storage Facilities (TSFs) is critical to protecting our people,
the environment and communities. Our Approach to Tailings
Management outlines our focus on the safe and responsible
management of the TSFs that we operate.
Learn more about Our Approach to Tailings Management at
www.south32.net.
Global Industry Standard on Tailings Management
The Global Industry Standard on Tailings Management (GISTM)
aims to strengthen TSF management practices in the mining
industry by integrating social, environmental, local economic and
technical considerations over the TSF lifecycle. We are committed
to maintaining alignment with the GISTM for all operated TSFs.
As of August 2025, all South32-operated TSFs aligned with the
GISTM in accordance with ICMM expectations. Public disclosure
information for these TSFs, in alignment with the requirements of
the GISTM
37
, is available at www.south32.net, as well as our TSF
listing in accordance with the Church of England disclosure
requirements
38
, and alignment to the ICMM Conformance Protocols
for all TSFs.
FY25 activities and progress
Key activities in FY25 to further strengthen our approach to tailings
management included:
– Conducting stewardship reviews for TSFs at Cannington,
Worsley Alumina and two non-operated joint ventures, Sierra
Gorda and MRN. These reviews assessed the effectiveness of
critical controls for preventing catastrophic failures of TSFs and
water dams at the operations, concluding that the risk is well
controlled. Findings included opportunities to strengthen our
water management practices, which will remain a focus area for
FY26;
– Activating the first of two state-of-the-art dry-stack TSFs at
Hermosa’s Taylor deposit. Established as part of our voluntary
remediation program completed in 2020, the TSF has been
primarily used to manage material from the decline and shaft
construction in FY25;
– Progressing TSF closure studies at Australia Manganese and
Cannington, focusing on understanding the available options for
the safe closure of our facilities; and
– Assessing opportunities to unlock value through tailings
reprocessing, re-mining for mineral recovery, and reuse:
◦ We tested fine tailings at Australia Manganese to identify
recoverable minerals and effective processing methods. We
are also exploring alternative approaches for re-mining sand
tailings, continuing technology trials aimed at improving
recovery rates for the finest sand fractions, and investigating
the potential use of tailings to fill old mine voids;
◦ We completed phase one of a feasibility study at Cannington
to explore metal recovery, construction material production
and the fabrication of technosoil from tailings. The use of
historical tailings for paste backfill is also being investigated;
and
◦ We progressed studies for mining, reprocessing and/or
treatment of bauxite residue at Worsley Alumina, with a
number of potential options being evaluated. Learn more
about how Worsley Alumina is reusing bauxite residue to
raise their TSF embankments at www.south32.net.
CASE STUDY
Excess water management at Cannington
In January 2024, Cannington was impacted by a one-
in-2,000-year rainfall event, receiving approximately
630mm over four days that far exceeded its annual
average of 369mm. This unprecedented downfall brought
tailings and water storage facilities to capacity, making the
continued safety of our TSFs a critical focus ahead of the
approaching wet season.
A multi-disciplinary team comprising tailings, engineering,
environment and operations representatives was mobilised
in late FY24 to implement immediate and long-term water
management solutions in preparation for the FY25 wet
season.
To address the excess water and maintain TSF stability, the
team applied a combination of targeted measures,
including:
– Deployment of 28 evaporators across TSFs and dams to
accelerate water volume reduction;
– Use of water trucks for dust suppression and gradual
removal of surface water;
– Installation of sensors for more accurate water level
monitoring; and
– Establishment of a reverse-osmosis plant to treat
excess water for operational use, reducing reliance on
the borefield by around 33% on a monthly average.
The coordinated response helped maintain TSF stability
and reduced environmental impact, while demonstrating
the value of preparedness and cross-functional teamwork
in managing extreme weather events.
Strategic report Governance Financial report Resources and reserves Information 51
37.
GISTM Principle 15.1: Publicly disclose and provide access to information about the tailings facility to support public accountability. Our disclosure is available at www.south32.net.
38.
In response to the Church of England Pensions Board and the Council on Ethics Swedish National Pension Funds request. Each year our TSF disclosure is revised and published.
WASTE AND CONTAMINATION
We recognise that poorly managed waste can affect water
quality and ecosystems, and pose health and safety risks.
The safe management of waste generated from our
operations is essential to operating responsibly.
Most of the waste we generate comes from tailings and processing
activities. Additional waste streams include waste rock, process
water and other by-products that may contain hazardous
substances or exhibit dangerous physical properties. Key aspects
of our approach to waste management include:
– Record keeping: Our operations are required to maintain waste
registers that document the type, volume, characteristics and
storage locations of waste generated, as well as how it is
disposed of or recycled both on- and off-site;
– Waste mitigation hierarchy: We aim to prioritise waste
prevention, followed by minimisation, reuse, recycling, recovery
and disposal. Disposal is to be carried out in approved facilities
in line with operational procedures and relevant regulations;
– Risk identification and controls: Waste registers support risk
identification and the implementation of safe systems for waste
handling, segregation, storage, transport and disposal; and
– Verification: Our operations are required to implement
measures that verify waste management practices comply with
regulatory requirements and internal standards.
If not properly managed, water discharges and runoff from tailings,
as well as spills, leaks or the leaching of chemical elements, can
lead to environmental contamination. To manage these risks we
apply the Source Pathway Receptor method (detailed on page 50)
to identify contamination risks and develop controls. Operations
with contamination risks are required to maintain registers that
document the location and status of known contamination.
Key waste management activities in FY25 included:
– Refining our waste definitions to align with global sustainability
reporting standards, resulting in data enhancements in our
Sustainability Databook 2025;
– Advancing studies at South Africa Manganese on options for
concentrate recovery, with the aim of reducing temporary
mineral waste and improving water recovery and concentrate
yields. Further study phases are planned in FY26;
– Decommissioning PFAS-based fire suppressants at Worsley
Alumina as part of our program to assess the potential presence
of PFAS in materials used at our operations, and
– Continuing our tyre recycling program at Cannington.
PFAS and Acid Rock Drainage
Per- and polyfluoroalkyl substances (PFAS) are synthetic chemicals
used in some industrial and commercial applications. Acid Rock
Drainage (ARD) is acidic water rich in heavy metals which can form
when encapsulated rock and soil are exposed to air and water. ARD
has the potential to occur at Cannington, Cerro Matoso and
Hermosa.
Our operations are required to specifically manage risks related to
PFAS and ARD. Risk assessments must outline potential exposure
pathways to the environment and communities and whether any
risks require active management or remediation. Each operation
applies a risk-based approach tailored to its geological and
environmental context. Controls may include engineered cover
systems, stormwater diversion infrastructure, dry-stack tailings
storage facilities and targeted water treatment solutions.
We continue to monitor regulatory requirements related to ARD
and key contaminants (including PFAS), supporting our operations
to implement management plans that align with local laws and
environmental standards where applicable.
52
South32 Annual Report 2025
Sustainability continued
ADDRESSING CLIMATE CHANGE
We have set a target
39
to halve our net operational GHG emissions
40
by FY35 from FY21 levels and have a long-term goal
41
to
achieve net zero emissions across all scopes (i.e. Scopes 1, 2 and 3) by 2050. In addition to meeting these commitments, we
are focused on managing climate-related risks and opportunities to protect value and support continued resilience.
Our Climate Change Action Plan 2025
Our Climate Change Action Plan (CCAP) sets out our
approach to addressing risks and opportunities
presented by climate change, and is central to the
development and execution of our strategy. Our
inaugural CCAP was put to a non-binding advisory vote at
our 2022 Annual General Meeting, receiving strong
shareholder support, with 89.6% of votes cast in favour.
Our CCAP 2025 is an update of our approach based on a
refresh of our climate-related risks and opportunities
(CRROs) and insights from implementing our inaugural
CCAP. It outlines how we are continuing to position our
portfolio for the energy transition and reaffirms our
commitment to reducing our operational (Scope 1 and 2)
emissions, supporting value chain (Scope 3) emissions
reduction and enhancing our management of physical
climate risks.
Our CCAP 2025 will be the subject of a non-binding
advisory shareholder vote at our 2025 AGM.
Find our Climate Change Action Plan 2025 at
www.south32.net and an overview on page 54 of this report.
Our climate-related disclosures
Our climate-related disclosures are outlined in our CCAP 2025,
Climate-related Risk and Reporting Methodology 2025 (CRRM), and
the Climate Change tabs of our Sustainability Databook 2025,
which are all available at www.south32.net.
Task Force on Climate-related Financial Disclosures
We consider our climate-related financial disclosures to be
consistent with the recommendations and recommended
disclosures of the Task Force on Climate-related Financial
Disclosures (TCFD). This TCFD index outlines each recommended
disclosure and indicates where it is addressed in our reporting. As
the primary explanation of our approach to addressing climate
change, most TCFD-aligned disclosures are included in our CCAP
2025, placing them in the broader context of our actions and
activities and supporting the non-binding advisory shareholder
vote on the CCAP. Certain more detailed TCFD-aligned disclosures
are contained in the CRRM and Sustainability Databook. As some
climate-related financial information is presented in these
documents, this Annual Report should be read in conjunction with
our climate-related disclosures as detailed in this index.
Governance
Describe the Board's oversight of CRROs.
Annual Report 2025
Pages: 105, 115-123
CCAP 2025
Pages: 29-30
CRRM 2025
Pages: 4-6
Describe management's role in assessing and managing CRROs.
Annual Report 2025
Pages: 29, 64-73
CCAP 2025
Pages: 29-30
CRRM 2025
Pages: 4-6
Strategy
Describe the CRROs the organisation has identified over the short-,
medium- and long- term.
Annual Report 2025
Pages: 55-57, 67, 171-174
CCAP 2025
Pages: 6, 10-11, 22-23, 30
CRRM 2025
Pages: 4-6
Describe the impact of CRROs on the organisation's businesses,
strategy and financial planning.
Annual Report 2025
Pages: 55-57, 171-202
CCAP 2025
Pages: 8-26, 30
CRRM 2025
Pages: 7-10
Describe the resilience of the organisations strategy, taking into
consideration different climate-related scenarios
CCAP 2025
Pages: 10, 12, 21-24
CRRM 2025
Pages: 4-6
Risk management
Describe the organisation's processes for identifying and assessing
climate-related risks.
Annual Report 2025
Pages: 55-57, 64-73
CCAP 2025
Pages: 22-24, 30
CRRM 2025
Pages: 4-6
Describe the organisation's processes for managing climate-related
risks.
Annual Report 2025
Pages: 55-57, 64-73
CCAP 2025
Pages: 22-24, 30
CRRM 2025
Pages: 4-6
Describe how processes for identifying, assessing, and managing
climate-related risks are integrated into the organisation’s overall risk
management.
Annual Report 2025
Pages: 64-73, 171-174
CCAP 2025
Pages: 29-30
CRRM 2025
Pages: 4-6
Metrics and targets
Disclose the metrics used by the organisation to assess CRROs in line
with its strategy and risk management process.
Annual Report 2025
Pages: 55-57, 149-153
CCAP 2025
Pages: 8-13, 18, 21-24, 29-30
Sustainability Databook 2025
Climate Change tabs
CRRM 2025
Pages: 7-10
Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 GHG emissions,
and the related risks.
CCAP 2025
Pages: 13, 18
Sustainability Databook 2025
Climate Change tabs
Describe the targets used by the organisation to manage CRROs, and
performance against targets.
Annual Report 2025
Pages: 67, 149-153
CCAP 2025
Pages: 13, 18, 29
CRRM 2025
Pages: 4-6, 8-10
Strategic report Governance Financial report Resources and reserves Information 53
39.
An intended outcome in relation to which we have identified one or more pathways for delivery of that outcome, subject to certain assumptions or conditions.
40.
The term ‘emissions’ in this Addressing Climate Change section of our Annual Report 2025 (pages 53 to 57) refers to GHG emissions.
41.
An aspiration to deliver an outcome for which we have not identified a pathway for delivery, but for which efforts will be pursued towards achieving that outcome, subject to certain
assumptions or conditions.
OUR CLIMATE CHANGE ACTION PLAN AT A GLANCE
Addressing risks and opportunities that climate change presents is central to our strategy.
Taking climate action
Our strategy
Contribute to the transition to a low-carbon, climate-resilient economy:
Position our portfolio for the energy transition
We optimise our business
by working safely,
minimising our impact,
consistently delivering
stable and predictable
performance, and
continually improving our
competitiveness.
We unlock the full value of
our business through our
people, innovation,
projects and technology.
We identify and pursue
opportunities to
sustainably reshape our
business for the future,
and create enduring social,
environmental and
economic value.
〉 Produce minerals and metals critical to the world’s energy transition
〉 Advance our pipeline of base metals development options
〉 Explore for our next generation of base metal mines
〉 Continue to assess our portfolio resilience, using two future climate scenarios
Reduce our operational emissions to mitigate transition risk and protect value
〉 Halve our net operational emissions by FY35 from FY21 levels and pursue net zero
operational emissions by 2050
〉 Focus on our highest-emitting operations:
◦ Hillside Aluminium and Mozal Aluminium: Pursue multi-stakeholder
collaboration to establish or maintain an affordable, low-carbon electricity
solution
◦ Worsley Alumina: Progress fuel switching as an interim step, while advancing
our steam electrification study with support from the Australian Renewable
Energy Agency (ARENA)
〉 Invest in technology innovation and collaborate with others to study, develop and
scale solutions
Support emissions reduction across our value chain
〉 Contribute to the reduction of Scope 3 emissions to reach our net zero goal
〉 Engage 80% of our key suppliers and customers to align ambitions, support data
improvements and knowledge sharing, and identify strategic collaborations
〉 Support the International Maritime Organization's goal of net-zero GHG emissions
from international shipping by or around 2050
Strengthen our physical climate resilience
〉 Present-day resilience:
◦ Enhance extreme weather decision-support tools
◦ Strengthen our climate-informed insurance approach
〉 Future resilience:
◦ Embed adaptation into key business processes
◦ Support climate-resilience in communities
Supporting a just transition
Address social- and nature-related risks and opportunities arising from our response to
climate change and continue embedding our just transition guiding principles
Key enablers
Government engagement
Help shape effective climate
policies and enabling conditions
for delivery of our CCAP
Governance and reporting
Maintain robust climate governance
and transparent reporting to ensure
accountability and drive continuous
improvement
Climate risk management
Continue to embed climate-related
risks and opportunities into our
Group risk management
framework
54
South32 Annual Report 2025
Sustainability continued
Operational GHG emissions
Today, over 90% of our operational emissions are generated within
our aluminium value chain, mostly from coal-fired electricity use at
our aluminium smelters, and coal-and gas-generated steam and
electricity use at Worsley Alumina.
In FY25, our conversion of two boilers from coal to gas at Worsley
Alumina (completed in FY24) contributed to a 12% reduction in
Worsley Alumina’s Scope 1 emissions and a 4.2% reduction in total
Scope 1 emissions
42
, both relative to FY21 levels. However, in FY25
drought conditions in the Zambezi basin resulted in an undersupply
of hydroelectric power to Mozal Aluminium, requiring an increase in
supply of predominantly coal-fired electricity from Eskom. This,
together with an increase in the Eskom supplier-specific emission
factor, led to an approximate 22% year-on-year increase in total
Scope 2 emissions and a 2% year-on-year increase in total
operational emissions (total operations basis)
43
.
Operational emissions (total operations)
43
Mt CO₂-e
22.2
22.0
21.7
20.3
20.7
10.3 10.1 10.3 9.4 7.4
11.9
11.9
11.4
10.9
13.3
Scope 1 Scope 2
FY21 FY22 FY23 FY24 FY25
0.0
5.0
10.0
15.0
20.0
25.0
Our FY35 target covers 100% of our operational emissions and is a
net reduction target. Learn about our pathways to achieving the
target in our CCAP 2025.
Scope 3 GHG emissions
The Scope 3 component of our goal to achieve net zero emissions
by 2050 recognises our responsibility to contribute to the reduction
of emissions in our value chain. In FY25, Scope 3 emissions totalled
22.7 Mt CO
2
-e, 58% lower than FY24 levels. This decrease was
primarily due to portfolio changes and improvements in calculation
methodology, including:
– The sale of Illawarra Metallurgical Coal (IMC) in August 2024,
which resulted in a 11.7 Mt CO
2
-e reduction for Use of sold
products (Category 11);
– Improved tracking of alumina sales and updated emission
factors from the global average factor to country- or asset-
specific emission factors (Category 10); and
– Lower sales volumes at Australia Manganese, alongside the
adoption of the latest global average emission intensity for
processing of manganese ore (Category 10).
In addition, we have upgraded spend-based emission factors with
product-specific global average emission factors for several
emissions-intensive purchased goods (Category 1).
Scope 3 emissions FY24 to FY25 (total operations)
43
Mt CO₂-e
54.2
22.7
FY24
Cat.11:
Sale of
IMC
Cat.10:
Alumina
Cat.10:
Manganese
Cat. 1:
Emission
factors
FY25
Find more information about our FY25 emissions performance on
pages 13 to 20 of our CCAP 2025. Our emissions inventory is
detailed in our Sustainability Databook 2025, with the calculation
methodology outlined in our Climate-related Risk and Reporting
Methodology 2025, both available at www.south32.net.
Climate-related risks and opportunities
We use a range of tools to assess how climate-related risks and
opportunities could affect our operations and strategy. These
include transition risk scenario analysis to evaluate portfolio
resilience under different climate futures, including under a 1.5°C
scenario, and physical climate risk scenario analysis to assess
potential physical climate impacts on regions and our operations.
Further details on how we use transition risk scenario analysis to
identify portfolio risks and opportunities and evaluate portfolio
resilience are provided on pages 21 to 24 of our CCAP 2025.
We identify climate-related risks and opportunities at a Group-wide
strategic level and at a tactical level for operations, projects and
functions. Risk assessments consider current and emerging
regulatory requirements and draw on climate intelligence across
both physical and transition risks. By integrating climate-related
risks into our broader risk management framework, we are able to
assess their relative significance alongside other business risks and
develop appropriate responses.
– Group-level transition risks: The table on page 56
consolidates key insights from our Group-wide transition risk
workshops held in FY25, mapped against the four key transition
risk themes identified by the TCFD. For each risk theme, we
outline relevant risks and opportunities, along with illustrative
examples of our management responses.
– Group-level physical risks: The table on page 57 consolidates
operation-level findings and broader hazard analysis to identify
seven physical climate change risk themes across our business.
We describe each risk theme and the potential impact on our
business, and provide illustrative examples of the management
responses in place to manage each risk (noting this list is not
exhaustive).
To demonstrate how these transition and physical risks may align
with our broader risk management framework, we have mapped
them against the Group’s strategic risks.
Learn more about our climate risk management processes, including
time horizons and climate scenario analysis, in our Climate-related
Risk and Reporting Methodology 2025, available at www.south32.net.
Strategic report Governance Financial report Resources and reserves Information 55
42.
Analysis is on a total operations basis. In FY25, total Scope 1 emissions were 28.7% (2.9Mt CO
2
-e) lower than in FY21, primarily due to divestments.
43.
To support transparency and year-on-year comparability, we report two operational emissions data sets: Total operations, which includes divested operations, and continuing
operations, which reflects emissions from our current operations. This enables tracking against our adjusted target baseline, where applicable.
Group-level transition risks
Time horizon
Short-term: 0-2 years Medium-term: 2-5 years Long-term: 5+ years
Identified transition risks and time horizons
Management response (non-exhaustive)
Market risks arise from shifting supply and demand dynamics driven by climate-related concerns or preferences
Related strategic risk: global economic uncertainty and liquidity
Renewable energy additions and associated infrastructure is
expected to increase demand for certain commodities
– Producing minerals and metals critical to the world’s energy
transition is core to our strategy
– Market and scenario analysis support portfolio resilience
testing and guide planning and investment decisions
– Product placement strategies maintain optionality, including
geographical diversification of customers
– Industry association memberships and subject matter
experts assist in monitoring changing market conditions
– A dedicated energy and carbon team manages low-carbon
energy and carbon credit sourcing
Preferences for low-carbon products may affect demand and
prices for carbon-intensive commodities
Increased demand for upstream and downstream GHG
emissions transparency
Long-term agreements or partnerships provide stability but can
hinder our ability to adapt in evolving markets
Demand for low-carbon raw materials (including energy) may
lead to sourcing challenges and higher prices
Policy and legal risks result from changes in laws, regulations, or litigation related to climate change
Related strategic risk: political risks, actions by government and/or authorities
Emissions limiting regulations, like carbon taxes or emission
trading systems, may lead to additional or higher carbon costs
– Industry associations and internal and external subject
matter experts to assist in monitoring the policy, legislative
or regulatory landscape
– Climate-related policy positions and advocacy priorities
– Robust climate-related reporting processes, including
internal and external legal review and external assurance
– Tracking and reporting of progress against our FY35
emissions reduction target and other commitments
– Annual review of carbon regulatory mechanisms and
refresh of carbon pricing assumptions
Stricter regulations may delay or hinder issue of environmental
permits for mine developments and expansion projects
Failure to identify or respond to evolving regulatory
requirements may lead to additional compliance costs or
penalties
Climate-related litigation may result in significant financial
liabilities, operational disruptions and heightened reputational
risk
Misleading climate disclosures or failure to deliver on
commitments presents exposure to greenwashing claims
Reputational risks relate to how stakeholders perceive a company’s climate strategy and environmental performance
Related strategic risk: evolving societal expectations
Evolving investor and lender expectations regarding climate-
related issues may affect access to capital and financing, and
could pose reputational risks
– Proactive engagement with investors, lenders, civil society,
customers, suppliers and communities
– Local economic development and social investment plans
aligned to community priorities
– Annual disclosures on our sustainability performance and
update our CCAP every three years
– Workforce planning, development and training, and
engagement to monitor employee sentiment
– Liquidity access via a revolving credit facility that includes
measures directly linked to sustainability performance
Climate-related company or sector stigmatisation may
undermine stakeholder trust, hinder regulatory approvals and
adversely impact talent attraction and retention
Evolving expectations for climate action to address social-
related risks and issues may result in higher compliance and
engagements costs or constrain operational flexibility
Technology risks arise from disruptive climate-related technological changes that may render existing processes or products obsolete
Related strategic risk: predictable operational performance
Rapid change in energy transition technologies may render
existing systems noncompetitive, particularly if others adapt
more quickly
– Our Group-wide approach to innovation, Innovate32,
enabling investment and delivery of innovation
– Industry collaborations, strategic partnerships and
knowledge-sharing initiatives
– Continuous monitoring of emerging technologies
– Implementation of investment controls, including for
decarbonisation projects
– Integration of decarbonisation considerations into life of
mine planning
– Assessment of the energy transition’s potential impact on
workforce skill requirements at exposed operations
Limited availability or high complexity of energy transition
technologies may lead to unsuccessful investments hindering
the achievement of climate commitments, or safety or
production incidents
Prohibitive costs may limit access to energy transition
technologies, impacting the achievement of climate
commitments
Evolving workforce skill demands may slow down the
implementation of new low-carbon energy systems
Learn more about our response to transition and physical climate-related risks and opportunities in our Climate Change Action Plan 2025, available
at www.south32.net.
56
South32 Annual Report 2025
Sustainability continued
Group-level physical risks and examples of how we are responding
Temperature Rainfall Drought Storms Flood risk Fire weather Sea level rise
Time horizon
Short-term: 0-2 years Medium-term: 2-5 years Long-term: 5+ years
Containment breach or failure of a tailings storage facility (TSF)
Related strategic risk: Predictable operational performance
Potential impact: Loss of life and/or serious injury, environmental damage, reputational harm, regulatory and legal consequences, financial impacts
Examples of how we are responding:
– Designing and managing tailings storage facilities in accordance with international guidelines and industry standards, e.g. GISTM
– Embedding climate change considerations into TSF and site closure planning, including measures to address extreme weather events
– Maintaining sufficient water storage capacity, installing spillways where required, and implementing wet season readiness plans
Water security
Related strategic risk: Climate change and environment
Potential impact: Increased competition for water resources, reduced water availability for production and increased operational costs.
Examples of how we are responding:
– Baseline water stress assessments, regular risk and opportunity screening
– Water balance accounting and planning, setting contextual water objectives
– Operation-level climate change risk assessments
Damage to coastal infrastructure
Related strategic risk: Predictable operational performance
Potential impact: Disruption to export and import activities, delays in fulfilling contractual obligations, higher repair and maintenance costs.
Examples of how we are responding:
– Structural integrity management
– Daily weather monitoring and extreme weather port preparation procedures
– Detailed emergency response procedures and incident management teams
Damage to critical mining and production infrastructure
Related strategic risk: Predictable operational performance
Potential impact: Operational inefficiencies and extended downtime, increased repair and replacement costs and higher insurance premiums.
Examples of how we are responding:
– Structural integrity management and wet season preparedness strategies
– Engineering change management processes to ensure modifications to assets are properly assessed for safety and compliance
– Asset management framework that prescribes controls and procedures specific to each critical asset
Workforce health, safety, and productivity
Related strategic risk: Keeping our people safe and well
Potential impact: Increased risk of heat-related illnesses and safety incidents, and higher health-related absenteeism.
Examples of how we are responding:
– Adequate personal protection equipment, shelter, access to water, first-aid and acclimatisation processes
– Controls for communicable diseases
– Lightning detection and notification systems, and response plans
Disruption to transport routes and supply chains
Related strategic risk: Supply chain security
Potential impact: Supply chain disruptions, raw material shortages and delays in critical spare parts and product delivery.
Examples of how we are responding:
– Regular climate risk assessments across key supply chain elements and considering weather and extreme events in sales planning
– Planning for disruptions to key transport and supply routes, including business continuity measures and inventory controls
– Collaborating with vessel owners on adverse weather responses and vessel safety vetting
Safe and climate-resilient closure
Related strategic risk: Maintain/enhance the value of our resources and reserves
Potential impact: Increased rework, additional closure costs, longer relinquishment timelines, increased stakeholder focus and reputational risk.
Examples of how we are responding:
– Closure plans are updated triennially, incorporating the latest climate change projections
– Closure cost estimates are refreshed biannually
Risk theme Climate hazards/triggers Time horizons
Strategic report Governance Financial report Resources and reserves Information 57
INDEPENDENT ASSURANCE REPORT TO THE DIRECTORS OF SOUTH32 LIMITED
Report on selected Sustainability Information Subject to Assurance presented in the South32 Limited 2025 Reports (being the Sustainability
section of the Annual Report (AR), the Sustainability Databook (Databook), the Climate Change Action Plan 2025 (CCAP), Climate-related
Risk and Reporting Methodology 2025 (Methodology) and the Sustainability Standards and Frameworks Index (Index)) for the year ended
30 June 2025.
Conclusion
a) Reasonable assurance opinion: Scope 1 and 2 Greenhouse Gas (GHG) Emissions
In our opinion, the reported Scope 1 and 2 (location-based) GHG Emissions of 24.7 Mt CO
2
-e and reported Scope 1 and 2 (market-
based) GHG Emissions of 20.7 Mt CO
2
-e disclosed in South32 Limited’s 2025 Reports for the year ended 30 June 2025 have been
prepared by South32 Limited, in all material respects, in accordance with the Reporting Criteria.
b) Limited assurance conclusion: Sustainability Information
Based on the procedures performed and evidence obtained, nothing has come to our attention to cause us to believe that the
Sustainability Information Subject to Assurance presented in South32 Limited’s 2025 Reports for the year ended 30 June 2025 are
not prepared, in all material respects, in accordance with the Reporting Criteria.
Information Subject to Assurance
We have performed reasonable and limited assurance engagements on the following Information Subject to Assurance, which has been
prepared by South32 Limited in accordance with the Reporting Criteria and presented in South32 Limited’s 2025 Reports for the year
ended 30 June 2025:
• South32 Limited's assertion that it has incorporated the requirements of the ICMM 10 Principles, the relevant ICMM Performance
Expectations (PEs) and the mandatory requirements set out in the ICMM Position Statements, into its own policies, strategies and
standards;
• South32 Limited's disclosure regarding the approach it has adopted to identify and prioritise its material sustainability risks and
opportunities and how it has addressed the GRI Principles of completeness and materiality as set out in the Sustainability section of the
AR;
• South32 Limited's assertion regarding the existence and status of implementation of systems and approaches used the manage the
following material sustainability areas:
◦ Greenhouse Gas (GHG) Emissions;
◦ Safety and Health [pages 30 to 32 in the AR];
◦ Social Investment [pages 35 and 37 in the AR, limited to the amount spent on social investment];
◦ Biodiversity [page 47 in the AR];
◦ Water [pages 48 to 49 in the AR];
◦ Climate Change [pages 53 to 57 in the AR, tab TCFD Index of the Index, and the entire CCAP];
◦ Prioritisation processes for selecting operations for third party PE assurance and alignment with PEs for Cannington, Hillside
Aluminium, and South Africa Manganese as set out on tab ICMM Principles and PEs of the Index;
58
South32 Annual Report 2025
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG
International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under
license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards
Legislation.
Information Subject to Assurance continued
◦ The following performance information:
GHG Emissions
Total gross Scope 1 and Scope
2 (Location-Based) GHG
Emissions (operational control
basis)
Reasonable 24.7 Mt CO
2
-e
World Resources Institute (WRI) and World
Business Council for Sustainable Development
(WBCSD)’s GHG Protocol: A Corporate Accounting
and Reporting Standard (Revised Edition (2015);
GHG Protocol: Scope 2 Guidance; and
Basis of Preparation (BoP) as described and
presented within the Climate-related Risk and
Reporting Methodology 2025 available on South32
Limited’s website at https://www.south32.net/
investors-media/investor-centre/annual-reporting-
suite (South32 Limited’s website).
Total gross Scope 1 and Scope
2 (Market-Based) GHG
Emissions (operational control
basis)
Reasonable 20.7 Mt CO
2
-e
Total Scope 3 GHG Emissions
Limited 22.7 Mt CO
2
-e
WRI and WBSCD’s GHG Protocol Corporate Value
Chain (Scope 3) Accounting and Reporting
Standard (2013) and Technical Guidance for
Calculating Scope 3 Emissions (version 1.0); and
BoP as described and presented within the
Climate-related Risk and Reporting Methodology
2025 available on South32 Limited’s website.
Total energy (managed basis)
Limited 159 PJ
Basis of Preparation (BoP) as described and
presented within the Climate-related Risk and
Reporting Methodology 2025 available on South32
Limited’s website.
Operational GHG emissions
intensity (operational control
basis)
Limited 24.3 tCO
2
-e /t Cu-eq
Safety and Health
Headcount - Employees
Limited
8,892
Terms and definitions presented within the
Databook – Safety and Health tab available on
South32 Limited’s website.
Headcount - Contractors
9,437
Total hours worked
36.6 mil of hours
Total fatalities
1
Total recordable injuries
134
Total recordable occupational
illness
37
Total lost time injury frequency
(LTIF)
1.4
Total recordable injury
frequency (TRIF)
3.7
Total high potential injuries
and illnesses (HPII)
6
Total high potential injuries
and illnesses frequency (HPIIF)
0.2
Total recordable illness
frequency (TRILF)
1.0
Performance Information
Level of Assurance Performance Result
Criteria used as the basis of reporting
(the Reporting Criteria)
Strategic report Governance Financial report Resources and reserves Information 59
Information Subject to Assurance continued
◦ The following performance information continued:
Social investment
Social investment spent
Limited USD 23.3 mil
Terms and definitions presented within the
Databook – Social investment tab available on
South32 Limited’s website.
Biodiversity
Total South32 landholdings –
land owned, leased or
managed
Limited
555,202 ha
Terms and definitions presented within the
Databook – Biodiversity tab available on South32
Limited’s website.
Land classified as disturbed
11,769 ha
Land under progressive
rehabilitation
6,462 ha
Land set aside for
conservation
6,876 ha
Water
Operational water inputs /
withdrawal
Limited
98,490 ML
Minerals Council of Australia’s Water Accounting
Framework and Terms and definitions presented
within the Databook – Water tab available on
South32 Limited’s website.
Operational water outputs /
discharge
78,887 ML
Operational water
consumption
71,836 ML
Recycling and reuse
234,585 ML
Water to tasks
281,057 ML
Other managed water inputs /
withdrawal
48,986ML
Other managed water
outputs / discharge
45,656 ML
Other managed water
consumption
789 ML
Performance Information
Level of Assurance Performance Result
Criteria used as the basis of reporting
(the Reporting Criteria)
Our conclusion on the Information Subject to Assurance does not extend to any other information that accompanies or contains the
Information Subject to Assurance and our assurance report (hereafter referred to “other information”). We have read the other information,
but we have not performed any procedures with respect to the other information.
60
South32 Annual Report 2025
Basis for opinion and conclusion
We conducted our work in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised) Assurance
Engagements other than Audits or Reviews of Historical Financial Information and ISAE 3410 Assurance Engagements on Greenhouse Gas
Statements issued by the International Auditing and Assurance Standards Board (IAASB), and Australian Standard on Assurance
Engagements (ASAE) 3000 Assurance Engagements other than Audits or Reviews of Historical Financial Information and ASAE 3410
Assurance Engagements on Greenhouse Gas Statements issued by the Australian Auditing and Assurance Standards Board (AUASB)
(Standards). Our responsibilities under these Standards are further described in the “Our responsibilities” section of our report. We believe
that the assurance evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.
In accordance with the Standards we have:
• Used our professional judgement to assess the risk of material misstatement and plan and perform the engagement to obtain
reasonable assurance that the GHG emissions are free from material misstatement, whether due to fraud or error;
• Used our professional judgement to plan and perform the engagement to obtain limited assurance that we are not aware of any
material misstatements in the Information Subject to Assurance, whether due to fraud or error;
• Considered relevant South32 internal controls when designing our assurance procedures, however we do not express a conclusion on
their effectiveness; and
• Ensured that the engagement team possesses the appropriate knowledge, skills and professional competencies.
Restriction on use or distribution
This report has been prepared for the Directors of South32 Limited to assist the Directors in responding to their governance
responsibilities by obtaining an independent assurance report in connection with the subject matter information and may not be suitable
for another purpose. We disclaim any assumption of responsibility for any reliance on this report, to any person other than the Directors of
South32 Limited or for any other purpose other than that for which it was prepared. Our conclusion is not modified in respect of this
matter.
Summary of procedures performed as the basis of our opinion and conclusion
We exercised professional judgement and maintained professional scepticism throughout the engagement. We designed and performed
our procedures to obtain evidence that is sufficient and appropriate to provide a basis for our reasonable assurance opinion and limited
assurance conclusion.
Reasonable assurance opinion
The nature, timing and extent of the procedures selected depended on our judgement, including an assessment of the risks of material
misstatement of the Information Subject to Reasonable Assurance, whether due to fraud or error. We identified and assessed the risks of
material misstatement through understanding the Information Subject to Reasonable Assurance and the engagement circumstances. We
also obtained an understanding of the internal control relevant to the Information Subject to Reasonable Assurance in order to design
procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of internal
controls. In carrying out our engagement, the procedures we performed primarily consisted of:
• Analytical procedures over the total Scope 1 and Scope 2 GHG Emissions;
• Substantive testing of the total Scope 1 and 2 GHG Emissions, on a sample basis at operational level, which included testing a selection
of four operations being Mozal Aluminium, Cerro Matoso, Hillside Aluminium and Worsley Alumina;
• Inquiries and walkthroughs with corporate and operational level personnel to assess the key systems, processes and internal controls to
capture, collate, calculate and report the total Scope 1 and 2 GHG Emissions at an operational level, and how this information is
reported and captured at corporate level;
• Assessing the suitability and application of a sample of emissions factors applied in calculating the total Scope 1 and 2 GHG Emissions;
and
• Testing the mathematical accuracy of a sample of calculations underlying the total Scope 1 and 2 GHG Emissions.
Strategic report Governance Financial report Resources and reserves Information 61
Limited assurance conclusion
Our procedures depended on our understanding of the Information Subject to Limited Assurance and other engagement circumstances,
and our consideration of areas where material misstatements are likely to arise. In carrying out our engagement, the procedures we
performed primarily consisted of:
• Enquiries with senior management and relevant staff at corporate and four operating sites covering Worsley Alumina, Hillside
Aluminium, South Africa Manganese and Cannington, to assess the key systems, processes and internal controls to capture, collate,
calculate and report the Information Subject to Assurance;
• Assessment of the suitability and application of the Reporting Criteria in respect of the Information Subject to Assurance;
• Analytical procedures over the Information Subject to Assurance;
• Testing the Scope 3 GHG Emissions to source documentation on a sample basis;
• Substantive testing of the Information Subject to Assurance, on a sample basis, at corporate and operational level, covering Worsley
Alumina, Hillside Aluminium, South Africa Manganese and Cannington;
• Testing the mathematical accuracy of a sample of calculations underlying the Information Subject to Assurance;
• Corroborative inquiries with relevant management to understand progress described in the CCAP in relation to the four focus area of
climate action, being positioning the portfolio for the energy transition, reducing operational emissions, supporting emissions reduction
across the value chain and strengthening physical climate resilience, and testing the information disclosed in the CCAP to source
documentation on a sample basis;
• Reconciling the Information Subject to Assurance to underlying information, on a sample basis;
• Assessing South32 Limited’s incorporation of the requirements of the ICMM 10 principles for sustainable development, and the
mandatory requirements set out in the ICMM Position Statements, into its own policies, strategies and standards, and disclosure of the
prioritization process for selecting operations for third party PE assurance and disclosure of alignment with PEs for Cannington, Hillside
Aluminium, and South Africa Manganese;
• Assessing South32 Limited’s disclosure alignment with the GRI Standards and TCFD recommended disclosures;
• Reviewing South32 Limited’s disclosure regarding the approach it has adopted to identify and prioritise its material sustainable
development risks and opportunities and comparing it to our overall knowledge of South32 Limited and the context we gathered by
conducting print and social media searches to assess the completeness of South32 Limited’s own materiality assessment;
• Reviewing the Climate-related Risk and Reporting Methodology 2025 and the Information Subject to Assurance in its entirety to ensure
it is consistent with our overall knowledge of South32 Limited and our observation of its operations.
Inherent limitation
Inherent limitations exist in all assurance engagements due to the selective testing of the information being examined. It is therefore
possible that fraud, or error may occur and not be detected. Non-financial data may be subject to more inherent limitations than financial
data, given both its nature and the methods used for determining, calculating, and estimating such data. The precision of different
measurement techniques may also vary. The absence of a significant body of established practice on which to draw to evaluate and
measure non-financial information allows for different, but acceptable, evaluation and measurement techniques that can affect
comparability between entities and over time.
Greenhouse gas quantification is subject to inherent uncertainty due to the nature of the information and the uncertainties inherent in: (i)
the methods used for determining or estimating the appropriate amounts, (ii) information used to determine emission factors and (iii) the
values needed to combine emissions of different gases..
Reasonable assurance is a high level of assurance, but is not a guarantee that it will always detect a material misstatement when it exists.
Misstatements, including omissions, are considered material if, individually or in the aggregate, they could reasonably be expected to
influence decisions of the Directors of South32.
62
South32 Annual Report 2025
South32’s responsibilities for the Information Subject
to Assurance
Management of South32 Limited are responsible for:
• Determining appropriate reporting topics and selecting or
establishing suitable criteria for measuring, evaluating and
preparing the Information Subject to Assurance;
• Ensuring that those criteria are relevant and appropriate to
South32 Limited and the intended users;
• Establishing and maintaining systems, processes and internal
controls that enable the preparation and presentation of the
Information Subject to Assurance that is free from material
misstatement, whether due to fraud or error;
• Preparing the sustainability information in accordance with
the applicable criteria;
• Determination of South32’s GRI Standards disclosures in
accordance with the GRI Standards and guidelines;
• Ensuring the basis of preparation in accordance with which
the Sustainability Information has been determined and
compiled is clearly and unambiguously set out in the
Sustainability sections of South32 Limited 2025 Report;
• Informing us of any known and/or contentious issues relating
to the Information Subject to Assurance; and
• Maintaining integrity of the website.
Our responsibilities
We are responsible for:
• Planning and performing the engagement to obtain
reasonable and limited assurance about whether the
Information Subject to Assurance is free from material
misstatement, whether due to fraud or error;
• Forming an independent conclusion, based on the
procedures we have performed and the evidence we have
obtained; and
• Reporting our conclusion to the Directors of South32 Limited.
Our independence and quality management
We have complied with our independence and other relevant
ethical requirements of the Code of Ethics for Professional
Accountants (including Independence Standards) issued by the
Australian Professional and Ethical Standards Board (APESB).
Our firm applies Auditing Standard ASQM1 Quality Management
for Firms that Perform Audits or Reviews of Financial Reports
and Other Financial Information, or Other Assurance or Related
Services Engagements, issued by the AUASB. This standard
requires the firm to design, implement and operate a system of
quality management, including policies or procedures regarding
compliance with ethical requirements, professional standards
and applicable legal and regulatory requirements.
KPMG
Julia Bilyanska
Partner
Perth, Australia
28August 2025
Strategic report Governance Financial report Resources and reserves Information 63
MANAGING RISKS
TO ACHIEVE
OUR PURPOSE
Risk management is integral to achieving our objectives, delivering our purpose, and guiding our
strategic direction. By identifying and managing risks we seek to safeguard our business, support our
people and communities, and meet regulatory obligations and stakeholder expectations. This
disciplined approach allows us to make better decisions, allocate resources efficiently, and consistently
execute our strategy.
Our approach to risk management is governed by our risk
management framework and delivered through our system of risk
management. Our internal risk management standard outlines the
minimum mandatory requirements for the management of risks
that can materially impact our ability to achieve our purpose,
strategy and business plans. Our system of risk management is
aligned to the principles of the International Standard for Risk
Management AS/NZS ISO 31000:2018. Our risks are regularly
assessed and managed at both a group-wide strategic level and at
a tactical level for operations, projects and functions.
Risk taxonomy
Our risks are organised within a structured taxonomy designed to
enhance visibility, support clear communication and enable
effective risk management across all levels of the organisation.
Material risks are grouped into risk families based on shared
characteristics or scope, and these families are then aligned to our
strategic risks. This structure recognises the collective potential of
these risks to impact the achievement of our strategic objectives.
Risk appetite and strategic risks
Risk appetite statements for each of our strategic risks are
approved annually by our Board. They define the level of risk we are
willing to take in pursuit of our purpose, strategy and objectives.
In FY25, we managed 12 strategic risks which are outlined in
subsequent pages with their respective risk appetite and key risk
indicators (KRIs) informing management response.
We monitor strategic risks, KRIs and management responses over
the course of the year informed by external and internal events,
with formal evaluation and reporting to the Board twice per year.
Material risks
Material risks, which can materially impact our ability to deliver our
business plans and processes, are managed and reported on
through our real-time risk management tool, Global360. This
software connects data relating to the management of our risks,
events, hazards and assurance actions. Beyond helping us manage
our material risks, data captured in this platform contributes
towards the monitoring and management of our strategic risks and
provides insight into trends that could inform a review of our
business plans or a change in strategic direction.
Our Risk and Audit Committee and Sustainability Committee
receive periodic reviews on material risk performance which assist
our Board to carry out its role of overseeing our risk management
and assurance practices.
Risk governance
We apply the three lines operating model to our system of risk
management, which determines how our structures, processes,
and organisational roles work together to facilitate strong risk
management and assurance:
– The first line is responsible for designing, implementing and
executing processes and controls in order to manage our risks;
– The second line assists the first line in managing risk by
establishing group-level requirements, providing support and
advice on the management of risks, and monitoring and
reporting across risk families; and
– The third line, our Group Assurance function, provides
independent and objective assurance over the Group’s system
of risk management and control.
Strategic report Governance Financial report Resources and reserves Information 64
Risk management
Risk trend and strategic alignment
The inherent risk impact or likelihood has increased
over the past 12 months without considering internal
control or management responses.
The inherent risk impact or likelihood has not changed
significantly over the past 12 months without
considering internal control or management
responses.
The inherent risk impact or likelihood has decreased
over the past 12 months without considering internal
control or management responses.
The management of this risk is aligned to our strategy
to optimise our business by working safely, minimising
our impact, consistently delivering stable and
predictable performance, and continually improving
our competitiveness.
The management of this risk is aligned to our strategy
to unlock the full value of our business through our
people, innovation, projects and technology.
The management of this risk is aligned to our strategy
to identify and pursue opportunities to sustainably
reshape our business for the future, and create social,
environmental and economic value.
OUR RISKS AT A GLANCE DURING FY25
Strategic report Governance Financial report Resources and reserves Information 65
KEEPING OUR PEOPLE SAFE AND WELL
Keeping our people safe and well underpins the culture we
aspire to and sets our expectations of each other. A safe
and healthy working environment is fundamental to living
our values, so we strive to build inclusion and diversity in
our workplace where everyone is valued and can
participate to achieve their full potential. In everything we
do, we focus on the health, safety and wellbeing of our
people, contractors and communities.
Risk exposure trend FY25
Mr José Luis Pérez was fatally injured in an incident at Cerro
Matoso in September 2024. Key learnings from the incident
have been shared across our organisation, improvement
actions are underway, and we have observed encouraging
trends in our key safety metrics throughout the year. Our
operations have maintained or enhanced leadership
presence in the field, coupled with an increased
identification of hazards.
Risk appetite
Aligned to our purpose and values, we will not take actions that
compromise the health, safety and wellbeing of our people,
contractors and communities.
Our response includes:
– We strive to continuously improve our work environment by
making it safer, healthier and more productive for our people.
We are implementing our multi-year Group-wide Safety
Improvement Program designed with the aim of enhancing our
safety culture and by changing mindsets and behaviours,
achieving a step change in our safety performance;
– We have a system of risk management and comprehensive
internal health and safety policies, standards and systems with
associated performance requirements designed to prevent and
mitigate potential exposure to health and safety risks;
– We engage, develop and train our people to make sure the work
we do is well designed and executed;
– We investigate actual and potential significant events that could
have led to severe injury or higher outcomes, put controls in
place and share the learnings across our organisation;
– We have progressed the deployment of our new global
psychosocial risk framework which standardises the way that
we identify, assess and mitigate psychosocial risks across our
business;
– We do not tolerate any form of inappropriate conduct including
bullying, harassment, discrimination or victimisation; and
– In line with the three lines operating model, we have assurance
functions independent of our operating activities that provide
assurance against our own comprehensive internal standards.
PORTFOLIO RESHAPING
Our objective is to improve our return on invested capital
and create shareholder value by increasing our exposure to
high-quality operations in commodities with a strong and
sustainable outlook, in jurisdictions where we believe we
can operate in line with our values and Code of Business
Conduct. Changing global sentiment presents a threat to
the sustainability of our portfolio mix.
Risk exposure trend FY25
Consistent with the prior year, a constructive outlook for
future-facing commodities continues to drive competition
for development and operating assets in developed and/or
low-risk jurisdictions, with a scarcity of actionable
opportunities.
Risk appetite
We accept that in actively transforming our portfolio, we need to
take risk to capture opportunities. We will seek to do so in
jurisdictions and commodities where we believe we can operate or
invest in line with our values and Code of Business Conduct.
Our response includes:
– We are actively reshaping our portfolio towards minerals and
metals critical to the world's energy transition;
– We take more risk on early-stage exploration projects, including
jurisdictional risk as well as through joint ventures and earn-ins,
but commensurate with the commercial exposure;
– We will be flexible on opportunistic acquisitions including non-
controlling and non-operating shareholdings in incorporated or
unincorporated joint ventures;
– We seek opportunities to transform our portfolio to maintain
competitiveness; and
– We regularly review commodity prices and exchange rates, to
develop long-term views for our portfolio commodities and
foreign exchange rates for the jurisdictions where we operate.
Learn more about how we are reshaping our portfolio in Our strategy
in action on page 18.
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South32 Annual Report 2025
Risk management continued
CLIMATE CHANGE AND ENVIRONMENT
Climate change creates the potential for physical risks to
our business, our people and the infrastructure,
communities, environment and value chain on which we
rely. The political, social and economic responses to the
challenges posed by climate change and the transition to a
low-carbon economy also pose transition risks to our
business performance (i.e. demand for some of our
commodities, cost and profit margins, social licence,
regulatory exposure, and affordability of secure low-carbon
energy and decarbonisation technology). Opportunities also
exist, in improving operational efficiency and supporting
business continuity, to create a resilient and high-
performing organisation.
We recognise that our operations, people and communities
are dependent on a number of environmental assets and
ecosystem services. For example, our operations are
dependent on access to water for our mining, processing,
refining and smelting activities. Water scarcity, increased
competition for water resources or increased costs to
access water can impact our operations, supply chains and
communities. Our operations also have the potential to
impact nature, including biodiversity, air quality and land
and water resources. This may result in increased costs to
mitigate or address such impacts, prevent or delay project
approvals, and could cause reputational damage.
Increased international recognition that the private sector
has a role to play in protecting and restoring nature has led
to the development of nature-related risk management
and disclosure frameworks to assess, report and act on
nature-related impacts, dependencies, risks and
opportunities. In response, we have been working to
improve our understanding of key nature-related impacts
and dependencies of our operations and value chains.
Risk exposure trend FY25
Through FY25, climate change and environment-related
risks continued to evolve, with increased scrutiny and
impacts. Australia and the European Union have enacted
mandatory climate reporting legislation. Carbon border
tariffs were added to multiple countries' agendas.
Geopolitical and economic tensions are causing political
uncertainty, which is undermining climate change
investment.
Risk appetite
We recognise the critical role our industry plays in enabling the
transition to a low-carbon world and in supporting efforts to limit
biodiversity loss. Responding to climate change is a complex
challenge that requires balancing multiple factors, including the
need to produce minerals and metals essential for the energy
transition, economic viability, and ensuring a just transition for
affected communities. We acknowledge our exposure to physical
climate risks and other environmental impacts, and that we may
need to take considered risks to reduce our environmental
footprint and build resilience. We seek opportunities to transform
our portfolio in ways that maintain competitiveness in a low-carbon
world, consistent with our purpose and values.
Our response includes:
– Our approach to managing the energy transition and physical
risks of climate change is outlined in the Addressing Climate
Change section of our Annual Report 2025 and in our Climate
Change Action Plan 2025 at www.south32.net;
– Our sustainability approach, inclusive of our climate and
environmental performance requirements, is guided by the
ICMM Mining Principles, United Nations Global Compact (UNGC)
Ten Principles and United Nations Sustainable Development
Goals, and is outlined in our Sustainability Policy and Annual
Report 2025;
– We seek to manage water resources using a holistic approach
to promote better water use and effective catchment
management, and to contribute to improved water security and
sanitation;
– We establish contextual water targets or objectives for
operations exposed to water-related material risks to protect
and reduce risks to other beneficial users, including other water
users, and the health of the watershed;
– Our approach to biodiversity conservation addresses
biodiversity impacts with a focus on minimising our operational
impacts through application of the biodiversity mitigation
hierarchy and collaborating with others to contribute towards
biodiversity conservation and restoration;
– We aim to achieve a minimum of no net loss or net gain of
biodiversity by completion of closure for all new and existing
projects through the application of the biodiversity mitigation
hierarchy of avoidance, minimisation, rehabilitation and
offsetting;
– We integrate land management and rehabilitation processes
into our business planning and give consideration to cumulative
impacts when developing management controls to minimise
impacts on surrounding ecosystems;
– We apply the mitigation hierarchy to prevent pollution, manage
releases and reduce waste, remediate impacts and address
risks to human health and the environment;
– We engage regularly with investors, governments, industry
partners, membership-based sustainability organisations,
environmental, social and governance (ESG) proxy advisers and
ESG activist groups to identify and monitor emerging
environmental, nature and climate change risks, opportunities
and trends;
– We are transparent in our disclosure of environment and
climate-related opportunities and threats in our annual
reporting, in accordance with applicable GRI Standards and the
recommendations and recommended disclosures of the TCFD,
and in alignment with requirements for ICMM members; and
– We established a baseline and projected nature-related impacts
and dependencies for our direct operations, non-operated joint
ventures, and upstream value chain in FY23 and FY24.
Strategic report Governance Financial report Resources and reserves Information 67
MAINTAIN, REALISE OR ENHANCE THE
VALUE OF OUR MINERAL RESOURCES AND
ORE RESERVES
We intend to realise the potential of the resources and
reserves we are entrusted to develop. We work to
continually optimise our operations and projects through
sound technical and economic understanding of our
resources and reserves.
Risk exposure trend FY25
Factors across FY25 influencing value at risk within our life
of operations plans include production complexity, extreme
weather events and commodity market uncertainty for
specific operations. However, our approved development
path activities remain on track from FY24.
Risk appetite
We are not willing to take risks that inhibit our ability to realise the
potential of the resources and reserves we are entrusted to
develop.
Our response includes:
– We have capital prioritisation, capital allocation and planning
processes which prioritise the highest-value options across our
portfolio;
– We apply an annual planning process, that considers the impact
of ESG-related matters on our Ore Reserves, with plans
structured to maximise value throughout the life of our
operations;
– Drill plans and budgets are approved as part of our annual
planning cycle and compliance to those plans is tracked
monthly and reported quarterly. Where there is material
deviation to plan, actions are taken to get us back on track;
– We apply a rigorous project development process that includes
independent peer review of project risks and approval tollgates;
– We leverage enhanced understanding of our resources through
the annual planning cycle to define and assess additional
opportunities to add value to our business;
– We report Mineral Resources and Ore Reserves in accordance
with the JORC Code as required in Chapter 5 of the ASX Listing
Rules; and
– We have an internal closure standard which requires that our full
life of operations value incorporates closure and rehabilitation
liabilities.
Learn more about resources and reserves on page 233.
CYBERSECURITY AND PRIVACY
Across the countries we operate in, there are increasing
cyber threats targeting critical infrastructure, supply chains
and data. As the mining sector increasingly depends on
interconnected systems, automation, and data-driven
operations, strong cybersecurity and privacy risk
management is essential. Protecting personal information,
production systems and company data requires these
considerations to be embedded throughout the design,
development and support of our technologies. Our
cybersecurity tools, processes and risk management
practices are designed to safeguard our people, systems
and information to enable safe and reliable operations.
Risk exposure trend FY25
The cyber threat environment continues to evolve, both in
sophistication and volume of attacks. The mining and
resources sector, together with critical infrastructure and
operational technology environments, is increasingly
targeted by cyber threats. The most common and costly
threats are ransomware, data theft extortion (business and
personal), business email compromise and third-party
compromise. Significant compromise due to these threats
can lead to material safety, production, and financial and
data loss impacts. The increasing influence of nation-state
threat groups and the continued unstable geopolitical
landscape throughout the world contribute to our
increasing cybersecurity and privacy risk exposure.
Risk appetite
We are not willing to take risks that compromises our resilience or
result in a loss of data or disruptions to our operations due to the
theft, disclosure or corruption of information and systems. We have
a low appetite for cyber threats that could materially impact
confidentiality, integrity, availability of data, or the personal
identifiable information of individuals.
Our response includes:
– We actively manage cybersecurity, privacy and loss of critical
systems risks through our system of risk management;
– We have developed our cybersecurity strategy and risk controls
aligned to the National Institute of Standards and Technology
cybersecurity and privacy framework;
– We have developed standards and procedures, and
implemented tools to proactively manage our cybersecurity and
privacy controls;
– We build collective security awareness through training and
exercises to reduce exposure and minimise the impact of
disruptive cybersecurity events;
– We assess, monitor and respond to third-party risks to protect
South32 systems, data and identities; and
– We use cyber threat intelligence services to enable informed
cyber risk management activities for functions and operations.
Learn more about how we manage cybersecurity and privacy on
page 41.
68
South32 Annual Report 2025
Risk management continued
PREDICTABLE OPERATIONAL
PERFORMANCE
External volatility and challenges can impact predictable
performance. Loss of predictable operational performance
will prevent us from reliably delivering on our strategic
objectives. We build resilience and predictability into our
business by sustaining our ability to keep our people safe
and well, meeting our regulatory and social obligations,
effectively managing and improving our assets, leveraging
technology and innovation, planning for and proactively
managing major events and natural catastrophes,
managing cost inflation and consistently delivering quality
products to our customers.
Risk exposure trend FY25
The trend in risk exposure has remained constant through
FY25. However, exposure remains elevated due to external
factors such as extreme weather and global economic
uncertainties (e.g. tariffs), social and labour unrest, and
internal factors such as safety incidents and equipment
performance.
Risk appetite
We are not willing to take risks that compromise the safe, stable
and predictable performance of our operations.
Our response includes:
– We have embedded, and regularly verify and improve, our
safety and risk management systems across our business,
including robust assurance processes with our three lines
model;
– We have an asset management system in place at each
operation. We regularly review our asset health and asset
integrity, and we invest in our operations to sustain and improve
production capacity that generates reliable cash flow to deliver
on our strategic objectives;
– We have integrated operating and planning systems to manage
long- and short-term planning, and we regularly verify and
improve our operating practices;
– We actively manage risks to our resources and reserves, mine
and operational planning including reconciliation of Ore
Reserves to production, plan and spatial compliance and
management of geotechnical risks;
– We manage product delivery and supply chain risks including
effective sales and operational planning processes, monitoring
of raw material supply and management of target inventory
operating windows;
– We have business continuity, disaster response plans and
insurance coverage in place with trigger action response
processes to facilitate a rapid response to major events (e.g.
tailings dam failures, extreme weather) and safely restore our
operations, with the aim of protecting the health and safety of
our people and the communities in which we operate; and
– We have a clearly defined approach to innovation, improvement
and technology; including specific programs focused on
unlocking the full potential of our operations and adoption of
critical technology capabilities including artificial intelligence,
automation and new process technologies.
Learn more about our operational performance in Our strategy in
action on page 18.
DELIVERY OF OUR PROJECT PORTFOLIO
Delivery of our project portfolio, both brownfield and
greenfield, forms a critical component of our strategy.
Delivery of projects safely, on schedule and within budget
allows us to optimise and unlock the value of our business,
improve reliability, develop our assets, extend the life of our
operations, realise our external commitments and grow
volumes into structurally attractive markets.
Risk exposure trend FY25
The conditions that challenged project development have
persisted through FY25. Rising cost of capital, high input
costs and contractors leveraging their position to negotiate
more favourable terms, drove higher pricing. Complex and
evolving regulatory approval processes and permitting
delays extended project cycles. These external pressures
influenced investment decisions and intensified capital
discipline.
Risk appetite
Aligned to our strategy of unlocking value in our business, we will
not take actions that compromise the planning and execution of
our major projects. However, we accept there may be greater
levels of risk to pursue opportunities to extend the life of existing
operations through brownfield projects and in executing
decarbonisation projects for our assets.
Our response includes:
– Our internal investment framework defines a tollgate process
with a mature and an independent peer review mechanism to
inform key investment decisions;
– Investment decisions are underpinned by robust capital
prioritisation. We allocate capital to projects to deliver on our
medium- and long-term plan to maximise capital effectiveness
and returns;
– We maintain a life of operation planning process. By evaluating
the embedded project options in our operations, we look to
optimise value throughout the life of our operations;
– Our project management framework supports disciplined
project development and delivery;
– Our joint venture agreements include mechanisms such as
technical committees and independent reviews to influence
project, schedule and cost outcomes;
– We apply a standardised valuation methodology with consistent
key macroeconomic assumptions; and
– We regularly review construction and engineering cost inputs,
which inform our project budgets.
Learn more about our project execution in Our strategy in action on
page 18.
Strategic report Governance Financial report Resources and reserves Information 69
SUPPLY CHAIN SECURITY
Optimal and sustainable management of supply chain risk
positions our business to operate safely and reliably, at the
lowest possible cost and in a manner that meets or
exceeds the expectations of our stakeholders.
The inability to procure critical goods and services, such as
raw materials, energy, water, equipment and spare parts,
consumables, technology, corporate services, labour and
logistics, has the potential to impact business performance
and our strategic objectives.
The procurement of critical goods and services must be
undertaken in a manner that aligns to our purpose and
values, meets stakeholder expectations and adheres to the
policies and regulations where we operate. This includes
sustainable sourcing and supporting local communities.
The security of our supply chain is heavily impacted by
jurisdictional unrest, geopolitical tensions, climate change,
and a shift from globalism towards protectionism.
Risk exposure trend FY25
Supply chain risk is trending up primarily due to geopolitical
tension, trade wars and climate change.
Geopolitical uncertainty is an increasingly prominent
feature in the international landscape.
Risk appetite
Aligned to our strategy of optimising our business, we are not
willing to take undue risks that compromise the security of our
supply chain. However, we accept that we have a strong reliance on
certain critical suppliers, particularly to provide energy, logistics
and raw materials to our operations, and we have limited ability to
reduce this reliance.
Our response includes:
– We understand, assess and regularly monitor the risks in our
supply chains through an integrated system that considers the
value impact of critical goods and services. This includes risks
relating to potential shortages, critical suppliers and categories,
vendor liquidity, logistics, climate change and decarbonisation,
and modern slavery;
– Internal and external data is integrated so we have a good
understanding of existing and emerging risks and can take
action to mitigate them;
– We use our understanding of risk to deploy controls to support
predictable operations. This includes working closely with our
vendors and operations to match availability with demand;
understanding options for alternative sources of supply and
implementing multi-source supply where required; optimising
inventory levels; flexing commercial terms and maintaining up-
to-date business continuity plans. We regularly optimise our
approach between ‘just in case’ and ‘just in time’ as supply chain
risk ebbs and flows;
– We build strong strategic partnerships with key suppliers and
customers on a long-term, mutually beneficial basis;
– We have a clearly defined transformation strategy and
Enterprise Supplier Development program in South Africa aimed
at building and growing small, medium and micro enterprises;
– We have Reconciliation Action Plan targets to develop and
support Aboriginal and Torres Strait Islander enterprises in
Australia;
– We have local procurement initiatives designed to increase
opportunities for local suppliers;
– We actively review and manage payment terms to support small
and local businesses in all jurisdictions in which we operate; and
– We utilise an established process to assess and mitigate
potential modern slavery risks.
70
South32 Annual Report 2025
Risk management continued
SHAPING OUR CULTURE AND MANAGING DIVERSE TALENT
We must actively shape and embed our culture to attract,
develop, support and retain our talented people to deliver a
safe and sustainable business. To align with the evolving
needs of our people, business and broader stakeholders,
we regularly monitor our culture and seek feedback to
enhance the employee experience.
Risk exposure trend FY25
The inherent risk trend has remained steady through FY25,
with no material changes to talent markets in which we
operate, internal attrition of key talent, or organisational
culture expectations in the external environment.
Risk appetite
People underpin everything we do and we are not willing to take
risks that could negatively impact our culture and the way our
people connect to our purpose. However, we recognise our size
and the competitive labour market in which we operate and
therefore accept there is risk in building our talent and succession
pipeline.
Our response includes:
– Our Code of Business Conduct sets out our expected standards
of workplace behaviours which inform our culture. Formal
training and assessment routines are in place to educate,
reinforce, and assess our people's understanding. Anyone can
report a business conduct concern, anonymously, by using our
confidential and independently administered reporting hotline;
– We measure and discuss culture using a Culture Tensions
framing model. This process acts as a health check and allows
us to assess positive or negative change and test whether we
are making progress towards our preferred culture that
balances relationships with performance and systems and
processes with innovation and empowerment;
– We measure our employee experience, including at onboarding,
annually through our ‘Your Voice’ employee survey, and at exit.
The Your Voice survey responses are shared with line leaders to
enable team-based conversations to improve the local
employee experience;
– We have an Inclusion and Diversity Policy and an internal
inclusion and diversity standard, which sets out our
commitments, strategy, requirements, measurable objectives
and approach to performance reporting;
– We have a Leadership Model which strengthens alignment to
our preferred culture and behaviours, and is integrated across
our people systems and processes;
– We have a performance and goals process which supports our
reward philosophy, and recognises and rewards aligned
leadership behaviours and performance;
– We design our reward elements in accordance with our global
reward framework taking into consideration local labour market
practices, which enables us to attract appropriate skills and
experience, engage employees and improve performance;
– We routinely review our key talent and critical role successors
globally, creating individualised plans to further their
development and address talent pipeline risks as appropriate.
This includes targeted retention programs for key talent and/or
team members occupying critical roles;
– We support employees who undertake further education and
training related to their current or future career at South32; and
– We have an internal flexible work procedure which empowers
our leaders to engage with their teams to determine the ways of
working that balance individual, team and business
requirements.
Strategic report Governance Financial report Resources and reserves Information 71
EVOLVING SOCIETAL EXPECTATIONS
The expectations of resources companies by employees,
governments, investors, lenders, host communities
including Indigenous, Traditional and Tribal Peoples (ITTPs),
customers, non-governmental organisations and civil
society continue to evolve. To keep pace with these
expectations and understand the potential impact to our
business performance, reputation and delivery of our
strategic objectives, we maintain an active stakeholder
engagement program and undertake external monitoring
on a wide range of financial and ESG matters, and policy
developments. We regularly engage with our stakeholders
to understand and respond to their views. We use this
information to inform how we operate and how we partner
with stakeholders, including our host communities, to
maintain our licence to operate and create enduring social,
environmental and economic value in a way that is
consistent with our purpose, strategy and values.
Risk exposure trend FY25
There have been no significant changes in material
sustainability topics between reporting years. While some
stakeholders’ expectations increased over the past two-
three years on topics such as nature, there was a softening
of expectations in FY25 relating to the velocity of
sustainable action from some stakeholders, namely
regulators and policymakers.
Risk appetite
We accept that we may be required to take considered risks
inherent to mining and mineral processing, and in pursuit of our
strategy, acknowledging these may not always align with all
societal expectations.
Our response includes:
– Our purpose and strategy expressly balance economic
outcomes with social and environmental outcomes, now and
into the future. In the decisions we take, we look to minimise
impact, respect human rights and aim to create enduring social,
environmental and economic value for our stakeholders, in a
way that aligns with our purpose, strategy and values;
– We undertake internal and external stakeholder engagement
with investors, employees, customers, communities (including
ITTPs) industry associations and other global forums on a wide
range of financial and ESG matters, to understand stakeholder
perceptions and areas of interest and concern, to inform
decision-making;
– Through our Sustainability Governance Framework and annual
Sustainability Materiality Assessment (Materiality Assessment)
we use a range of publicly available information, internal data,
and stakeholder survey results to inform our decision-making,
and the proportionality of our response;
– We work to build strong, positive and meaningful relationships
with local communities. We regularly complete and review
community perception surveys, human rights impact
assessments, social baseline studies, and social impact and
opportunity assessments to improve our understanding of the
communities in which we operate;
– We review and amend our social investment program annually
to align with community and stakeholder priorities. We measure
the outputs and outcomes of our social investments as it
informs future investment decisions and improves social
investment project design;
– We develop economic development plans at all of our
operations which contribute to local and regional economic
development through employment, procurement and business
development. These plans include targets informed by local
context, including women and people with diverse backgrounds;
and
– We transparently report on our performance through annual
reporting processes and participate in sustainability reporting
transparency initiatives and ESG rating agency reviews that
assess and score our performance.
Learn more about how we are delivering value to society, on page 35
and 36. Details of the external standards and initiatives that guide us
are outlined on page 27.
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South32 Annual Report 2025
Risk management continued
POLITICAL RISKS, ACTIONS BY
GOVERNMENTS AND/OR AUTHORITIES
Changes in legislation, regulation, policy and geopolitical
activity have the potential to impact our strategic
objectives and the way we work. This includes broader
policy decisions and regulatory changes, related but not
limited to changes to royalty and taxation policy,
nationalisation of mineral resources, supply chains,
renegotiation or nullification of contracts, leases, permits or
agreements, climate change and emissions reduction
requirements, and environmental and social performance
requirements. We aim to effectively manage this
uncertainty through engagement with key stakeholders
and industry associations, monitoring of political activity,
policy, legislative and regulatory changes, and by having
access to specialised knowledge.
Risk exposure trend FY25
Ongoing conflict in Ukraine, wars in the Middle East and
Sudan and an escalated global trade war following
President Trump's re-election have all materially escalated
geopolitical risk in FY25. Uncertainty is being driven by
increased protectionism, national security considerations,
civil unrest, geopolitical competition, shifts in the global
world order and the role of international organisations. At
the same time, fiscal pressure in many jurisdictions has
seen governments intensify their focus on tax law reform.
Risk appetite
We have a low appetite for activities that are likely to result in non-
compliance with applicable legal or regulatory requirements. We
maintain programs that seek to comply with those requirements.
However, there can be no guarantee that such programs will
always be effective to identify or prevent breaches of the law.
Further, we operate in certain complex environments and
jurisdictions which are subject to legislative, regulatory or
government policy changes that may adversely impact our
business. Therefore, there will always be residual risk in relation to
compliance with legal and regulatory requirements, and changes to
those requirements that may adversely impact our business.
Our response includes:
– We have specialised knowledge through in-house expertise or
the use of external experts, including tax management
capability, tax advice and external affairs advice;
– We monitor political activity, policy, and legislative and
regulatory changes in the jurisdictions where we operate, and
we also engage with relevant authorities, to understand and
mitigate potential impacts on our business performance;
– We engage with key stakeholders in all jurisdictions where we
operate, in accordance with our stakeholder engagement plans;
– We work through selected industry associations to influence
how the industry is positioned; and
– We produce an annual Tax Transparency and Payments to
Governments Report, which shows how we meet our regulatory
tax obligations.
Learn more about our approach to tax in our Tax Transparency and
Payments to Government Report at www.south32.net.
GLOBAL ECONOMIC UNCERTAINTY AND
LIQUIDITY
We prioritise an investment grade credit rating and a
disciplined approach to allocating capital which aims to
keep our balance sheet strong, providing us with financial
flexibility regardless of market conditions. By creating
competition for capital and investing selectively in our
existing operations, growth options and external
opportunities, or by making returns to shareholders, we aim
to maximise total shareholder returns over time.
Risk exposure trend FY25
Market volatility associated with major countries changing
their international trade policy in the second half of FY25
has created medium-term uncertainty. We continue to
monitor our forecast liquidity, our funds from operations
continue to support an investment grade credit rating and
we maintain access to a range of funding sources.
Risk appetite
We are not willing to take risks that may limit our ability to maintain
a minimum liquidity balance and/or access to funding on
acceptable terms. We recognise our preferred commodity basket
and our operating costs have the potential for price and exchange
rate volatility outside of our control, and while we accept that as a
resource company we are exposed to this inherent risk, we will act
to reduce its impact by understanding its effect on our business.
Our response includes:
– We have a diverse portfolio of operations, commodities and end
markets which strengthens our resilience to the disruption of
any one commodity, geography or operation;
– We prioritise a strong balance sheet and an investment grade
credit rating, with the aim of remaining resilient through
economic cycles;
– We test our financial strength across a range of scenarios,
including a depressed demand and pricing environment. We
also maintain a minimum liquidity buffer and access to a diverse
range of funding sources;
– We adjust our capital allocation plans according to market
conditions;
– We maintain strong relationships with high-quality financial
institutions, customers and suppliers from all around the world;
– We mostly sell our products with reference to floating, market-
based prices, which are broadly correlated with floating global
currency markets and the input costs we are exposed to; and
– We regularly review commodity prices and exchange rates,
which inform our operational plans.
Learn more about our capital management framework in Our
strategy on page 18.
Strategic report Governance Financial report Resources and reserves Information 73
STRONG PERFORMANCE,
CONTINUED PORTFOLIO
TRANSFORMATION
Strong operating performance during the year enabled us to capitalise on improved commodity prices,
while we increased our production of commodities critical to the global energy transition.
US$1,928M
US$666M
26.3%
Underlying EBITDA
Underlying earnings
Operating margin
FINANCIAL HIGHLIGHTS
US$M FY25 FY24 % Change
Revenue from continuing operations
1,2
5,780 4,923 17%
Operating profit/(loss) from continuing operations
1,2
554 (519) N/A
Profit/(loss) after tax
210 (205) N/A
Profit/(loss) after tax attributable to members
3
213 (203) N/A
Basic earnings/(loss) per share (US cents)
4
4.7 (4.5) N/A
Ordinary dividends per share (US cents)
5
6.0 3.5 71%
Ordinary shares on issue (million)
4,504 4,529 (0.6%)
Other financial measures
6
Underlying revenue
7,610 8,296 (8%)
Underlying EBITDA
1,928 1,802 7%
Underlying EBITDA margin
26.3% 22.8% 3.5%
Underlying EBIT
1,211 886 37%
Underlying EBIT margin
16.5% 11.1% 5.4%
Underlying earnings attributable to members
3
666 380 75%
Basic Underlying earnings per share (US cents)
4
14.8 8.4 76%
ROIC
8.7% 4.8% 3.9%
74
South32 Annual Report 2025
Financial and operating performance summary
1.
On 29 August 2024, South32 sold its shareholding in Illawarra Metallurgical Coal to an entity owned by Golden Energy and Resources Pte Ltd and M Resources Pty Ltd. Refer to
market release "Completion of Illawarra Metallurgical Coal Sale" dated 29 August 2024. As a result of the transaction, Illawarra Metallurgical Coal was classified as a discontinued
operation in the FY25 and FY24 results. Our Group underlying financial measures include the financial contribution from Illawarra Metallurgical Coal prior to its sale.
2.
On 7 July 2025, South32 entered into a binding agreement for the sale of Cerro Matoso to an entity owned by CoreX Holding B.V. Refer to market release "Agreement to divest
Cerro Matoso" dated 7 July 2025. As a result of the binding agreement, Cerro Matoso was classified as a discontinued operation in the FY25 and FY24 restated results, and held for
sale as at 30 June 2025. Cerro Matoso remains part of the Group until completion, expected in late H1 FY26, subject to the satisfaction or waiver of certain conditions. Our Group
underlying financial measures include the financial contribution from Cerro Matoso.
3.
Members are equity holders of South32 Limited. Amounts reported as attributable to members are stated net of amounts attributable to non-controlling interests.
4.
Basic earnings per share is calculated as Profit/(loss) after tax attributable to members divided by the weighted average number of shares for the period. Basic Underlying earnings
per share is calculated as Underlying earnings attributable to members divided by the weighted average number of shares for the period. The weighted average number of shares
for FY25 is 4,510 million (FY24: 4,519 million).
5.
FY25 ordinary dividends per share is calculated as H1 FY25 ordinary dividend announced (US$154M) divided by the number of shares on issue at 31December 2024 (4,517 million)
plus H2 FY25 ordinary dividend announced (US$117M) divided by the number of shares on issue at 30June 2025 (4,504 million).
6.
The underlying information reflects the Group’s interest in material equity accounted joint ventures and is presented on a proportional consolidation basis. Our Group underlying
financial measures reflect continuing and discontinued operations. Financial measures listed in this table and subsequently repeated throughout this report are defined in the
Glossary of terms and abbreviations starting on page 260.
USE OF NON-IFRS MEASURES
The Group uses both International Financial Reporting Standards (IFRS) financial measures and non-IFRS financial measures such as
underlying measures of earnings, effective tax rate (ETR), return on invested capital (ROIC), cash flow and net cash/(debt), to assess the
Group’s performance.
The definitions of individual non-IFRS financial measures used in this report are set out in the Glossary of terms and abbreviations starting
on page 260.
A reconciliation of the Group’s underlying financial results to the statutory information included in the Group’s consolidated financial
statements is included in note 4(b)(i) to the financial statements on page 182.
The Directors believe that the non-IFRS financials measures are relevant to understanding the underlying financial and operating
performance of the Group and its operations. These non-IFRS financial measures provide useful information, but should not be considered
as an indication of, or an alternative to, profit/(loss) after tax as an indicator of actual operating performance or as an alternative to cash
flow as a measure of liquidity.
In discussing the operating results of the Group, the focus is on Underlying earnings attributable to members and ROIC. Underlying
earnings attributable to members is the key measure that is used by the Group to assess our performance, make decisions on the
allocation of resources and assess senior management’s performance. In addition, the performance of each of the Group’s operations and
operational management is assessed based on Underlying EBIT and Underlying EBITDA.
Management uses these measures because financing structures and tax regimes differ across the Group’s operations and substantial
components of tax and interest charges are levied at a Group level rather than an operational level.
The underlying information reflects the Group’s interest in material equity accounted joint ventures and is presented on a proportional
consolidation basis.
In order to calculate Underlying EBITDA, Underlying EBIT and Underlying earnings attributable to members, the following items are
adjusted as applicable each period, irrespective of materiality:
– Exchange rate gains/losses on restatement of monetary items;
– Impairment losses/reversals;
– Gains/losses on disposal and/or consolidation of interests in operations;
– Gains/losses on non-trading derivative instruments, contingent consideration and other investments measured at fair value through
profit or loss;
– Major corporate restructures;
– Joint venture adjustments;
– Exchange rate variations on net cash/(debt);
– Tax effect of earnings adjustments; and
– Exchange rate variations on tax balances.
In addition, items that do not reflect the underlying operations of the Group, and are individually, or in combination with other related
earnings adjustments, significant to the financial statements, are excluded to determine Underlying earnings.
Non-IFRS measures
Non-IFRS measures referenced throughout the Annual Report are listed below. The definition of each of these measures can be
found in the Glossary starting on page 260.
– Underlying earnings
– Underlying earnings attributable to members
– Underlying revenue
– Underlying EBIT
– Underlying EBITDA
– Underlying depreciation and amortisation
– Underlying net finance incomes/(costs)
– Underlying income tax and royalty-related expense
– Underlying tax expense
– Underlying royalty-related tax expense
– Underlying ETR
– Adjusted Underlying EBITDA
Strategic report Governance Financial report Resources and reserves Information 75
BUSINESS PERFORMANCE
Aluminium value chain
Alumina
Alumina production was largely unchanged year-on-year at 5.1Mt in FY25. Worsley Alumina production decreased 1% due to constrained
bauxite supply ahead of receiving primary environmental approvals for the Worsley Mine Development Project (Project)
7
, while Brazil
Alumina production increased by 4% as improved plant availability more than offset wet weather impacts in H2 FY25.
Alumina production is expected to be 5.1Mt in FY26 and increase by 3% to 5.3Mt in FY27 as Worsley Alumina benefits from improved
bauxite supply delivered by the Project. The development of new mining areas under the Project is expected to sustain production at
Worsley Alumina to at least FY36
8
.
Underlying EBITDA increased by US$714M to US$1,078M in FY25, for an operating margin of 40%, as a 45% increase in our average realised
price of alumina, more than offset higher caustic soda costs at Worsley Alumina.
Aluminium
Aluminium production increased by 6% to 1,211kt in FY25, as Hillside Aluminium continued to test its maximum technical capacity,
Mozal Aluminium completed its recovery plan, despite the impacts of civil unrest in Mozambique, and Brazil Aluminium continued to
ramp-up.
Hillside Aluminium production is expected to be 720kt
9
across both FY26 and FY27, as the smelter continues its strong operating
performance. Brazil Aluminium production is expected to increase by 16% to 160kt in FY26 and a further 3% to 165kt in FY27 as the smelter
ramps-up all three potlines.
As announced on 14 August 2025
10
, we have taken the decision to limit investment in Mozal Aluminium due to the increased uncertainty
regarding future electricity supply. Without access to sufficient and affordable electricity, we expect that Mozal Aluminium will be placed on
care and maintenance in March 2026, when the current agreement expires. Production is expected to be 240kt
9
in FY26 reflecting fewer
pots in operation as we stop pot relining and operations continuing only to March 2026.
Underlying EBITDA increased by US$66M to US$187M in FY25, for an operating margin of 6%, as a 6% increase in sales volumes,
higher average aluminium prices, and lower smelter raw material input prices (coke and pitch), more than offset higher alumina prices.
Base metals
Copper
Sierra Gorda payable copper equivalent production
11
increased by 20% to 88.1kt in FY25, as the operation realised higher planned copper
grades and improved molybdenum recoveries. Payable copper equivalent production
11
is expected to be 85.7kt in FY26 and to increase by
5% to 90.2kt in FY27 with higher planned copper grades.
Underlying EBITDA increased by US$207M to US$482M in FY25, for an operating margin of 58%, due to higher sales volumes, improved
metals prices and lower labour costs.
Sierra Gorda continued to invest in studies and exploration to grow future copper production, including a feasibility study for the fourth
grinding line expansion, which has the potential to increase plant throughput by ~20% to ~58Mtpa (100% basis). The feasibility study for the
fourth grinding line is expected to be completed in late H1 FY26.
We expanded our pipeline of copper exploration options in highly prospective regions. Our strategic alliance with Noronex Limited to
explore for copper in the Kalahari copper belt in Namibia was expanded to include tenements in Botswana, and we acquired a 19.9%
interest in American Eagle Gold Corp., which holds an option to acquire a 100% interest in the Nakinilerak copper exploration prospect in
British Columbia, Canada.
We also invested US$35M in greenfield exploration programs in FY25, as we work to discover our next generation of base metals mines.
76
South32 Annual Report 2025
Financial and operating performance summary continued
7.
Refer to market release "Worsley Mine Development Project Receives Federal Approval" dated 12 February 2025.
8.
Subject to receipt of any necessary secondary approvals. The information in this report that refers to Production Target and forecast financial information for Worsley Alumina is
based on Proved (87%) and Probable (13%) Ore Reserves. The Ore Reserves underpinning the Production Target have been prepared by G Burnham and reported in accordance with
the requirements of the JORC Code and on is available on pages 233 to 256. South32 confirms that all material assumptions underpinning the Production Target and forecast
financial information derived from the Production Target continues to apply and have not materially changed.
9.
Production guidance for Hillside Aluminium and Mozal Aluminium does not assume any load-shedding impact on production.
10.
Refer to market release "Mozal Aluminium Update" dated 14 August 2025.
11.
Payable copper equivalent production (kt) was calculated by aggregating revenues from copper, molybdenum, gold and silver, and dividing the total Revenue by the price of copper.
FY24 realised prices for copper (US$3.86/lb), molybdenum (US$20.60/lb), gold (US$2,129/oz) and silver (US$24.8/oz) have been used for FY24 and FY25. FY25 realised prices for
copper (US$4.18/lb), molybdenum (US$21.12/lb), gold (US$2,877/oz) and silver (US$31.7/oz) have been used for FY26e and FY27e.
Zinc
Cannington payable zinc equivalent production
12
decreased by 20% to 241.9kt in FY25, as the operation managed increased underground
activity and complexity, while average metals grades also declined in accordance with the mine plan.
We have completed the previously announced review of the Cannington mine plan in response to increased underground complexity.
To manage the challenging underground conditions and deliver reliable mining rates, we have lowered expected mining volumes to an
average of ~1.8Mtpa
13
over FY26 to FY31. Processing rates are also revised lower and work is underway to optimise the cost base,
including contractor and equipment requirements, in line with lower planned volumes.
The underground Ore Reserve of 10Mt
13
supports a reserve life of six years at Cannington. We are progressing options to extend the mine
life, targeting further growth from the underground Mineral Resource of 53Mt
14
. In addition, we are advancing study work on a potential
open pit development to unlock value from the Mineral Resource of 25Mt
14
and capitalise on higher silver prices.
Payable zinc equivalent production
12
is expected to be 200.6kt in FY26 (ore processed 1,850kdmt, zinc 40.0kt, lead 87.0kt, silver 8,200koz)
and 204.7kt in FY27 (ore processed 1,750kdmt, zinc 43.0kt, lead 80.0kt, silver 8,700koz).
Underlying EBITDA decreased by US$8M to US$281M in FY25, for an operating margin of 43%, as higher average realised metals prices
were more than offset by lower sales volumes and additional mining costs to support the increased underground activity.
We invested US$517M
15
at Hermosa in FY25, as we progressed construction of our large-scale, long-life Taylor zinc-lead-silver project and
an exploration decline for the Clark battery-grade manganese deposit. At Taylor, we continued sinking the ventilation shaft and
commenced sinking the main shaft in Q4 FY25. Construction activity for the process plant also commenced in Q4 FY25.
We expect to increase our investment at Hermosa by US$233M to US$750M
16
in FY26 reflecting a planned increase in construction activity
at Taylor for the shafts and surface infrastructure.
We directed US$35M to capitalised exploration at Hermosa in FY25 as we continued to test the potential for a continuous copper system
connecting the Peake copper deposit
17
and Taylor Deeps.
Nickel
Cerro Matoso payable nickel production decreased by 9% to 37.1kt in FY25 due to lower planned nickel grades.
Underlying EBITDA decreased by US$26M to US$84M in FY25, for an operating margin of 17%, as cost efficiencies, lower price-linked
royalties and a weaker Colombian peso, were more than offset by lower sales volumes and average realised nickel prices.
On 7 July 2025, we announced the divestment of Cerro Matoso for nominal upfront consideration and future cash payments of up to
US$100M
18
.
The transaction followed a strategic review in response to structural changes in the nickel market. Completion of the
transaction is expected in late H1 FY26, subject to the satisfaction or waiver of certain conditions. The transaction will further streamline
our portfolio towards higher-margin businesses in minerals and metals critical to the world’s energy transition.
Strategic report Governance Financial report Resources and reserves Information 77
12.
Payable zinc equivalent (kt) was calculated by aggregating revenues from payable silver, lead and zinc, and dividing the total Revenue by the price of zinc. FY24realised prices for
zinc (US$2,230/t), lead (US$2,002/t) and silver (US$24.8/oz) have been used for FY24 and FY25. FY25realised prices for zinc (US$2,648/t), lead (US$1,883/t) and silver (US$31.9/oz) have
been used for FY26e and FY27e.
13.
The information in this report that refers to Production Target and forecast financial information for Cannington is based on Proved (84%) and Probable (16%) Ore Reserves. The Ore
Reserves underpinning the Production Target have been prepared by T Bailey in accordance with the requirement of the JORC Code and is available on pages 233 to 256. South32
confirms that all material assumptions underpinning the Production Target and forecast financial information derived from the Production Target continues to apply and have not
materially changed.
14.
The Total Underground Mineral Resource of 53Mt includes 39Mt of Measured, 11Mt of Indicated and 2.6Mt of Inferred Resource. The Total Open pit Mineral Resource of 25Mt
includes 19Mt of Measured, 4.5Mt of Indicated and 1.2Mt of Inferred Mineral Resources. The information in this report that relates to the Mineral Resource and Ore Reserve estimate
for Cannington mine is available on pages 233 to 256 and prepared by S Bowman in accordance with the requirements of the JORC Code. South32 confirms that the form and
context in which the Competent Person’s findings are presented have not been materially modified.
15.
Hermosa growth capital expenditure excludes lease payments of US$19M for self generated power assets directly attributable to construction of infrastructure at the Taylor deposit.
These self generated power costs were included in our capital cost estimate provided in market release “Final Investment Approval to Develop Hermosa’s Taylor Deposit” dated 15
February 2024.
16.
Hermosa growth capital expenditure guidance excludes expected lease payments of ~US$50M for self generated power assets directly attributable to construction of infrastructure
at the Taylor deposit. These self generated power costs were included in our capital cost estimate provided in market release “Final Investment Approval to Develop Hermosa’s
Taylor Deposit” dated 15 February 2024.
17.
Exploration Results: The information in this report that relates to the Exploration Results for the Peake deposit is extracted from the market release "2025 Half Year Results
Presentation" dated 13 February 2025. The information was prepared by R Wilson, Competent Person, in accordance with the requirements of the JORC Code. South32 confirms that
it is not aware of any new information or data that materially affects the information included in the original market announcements. South32 confirms that the form and context in
which the Competent Person’s findings are presented have not been materially changed from the original market announcements.
18.
Refer to market release "Agreement to divest Cerro Matoso" dated 7 July 2025.
Manganese
Australia Manganese
Australia Manganese successfully completed its operational recovery plan following the impacts of Tropical Cyclone Megan in Q3 FY24,
with export shipments resuming in Q4 FY25. Production is expected to be 3,200kwmt across both FY26 and FY27 as the operation delivers
normalised production rates.
Underlying EBITDA was a loss of US$105M in FY25, due to the impacts of Tropical Cyclone Megan. In addition, we incurred idle capacity and
other remediation costs of US$133M (South32 share) that were excluded from Underlying EBITDA as an earnings adjustment.
South Africa Manganese
South Africa Manganese production was largely unchanged at 2,151kwmt in FY25, as the operation continued to deliver strong mining
performance and benefitted from improved access to in-land rail logistics. Production is expected to be 2,000kwmt across both FY26 and
FY27, subject to our continued use of higher cost trucking in response to market conditions.
Underlying EBITDA decreased by US$19M to US$46M in FY25, for an operating margin of 13%, as higher average realised manganese
prices and lower in-land logistics costs, were more than offset by a stronger South African rand and additional planned maintenance.
In June 2025, Samancor Manganese Proprietary Limited completed the divestment of the Metalloys manganese alloy smelter
19
, which had
been on care and maintenance since FY20.
78
South32 Annual Report 2025
Financial and operating performance summary continued
19.
Refer to media release "Completion of Metalloys manganese alloy smelter divestment" dated 3 June 2025.
FINANCIAL PERFORMANCE
Profit and Loss
The Group's profit after tax attributable to members increased by US$416M to US$213M in FY25, notwithstanding impairments for
Cerro Matoso (-US$118M) and Mozal Aluminium (-US$372M). Underlying earnings attributable to members increased by US$286M to
US$666M in FY25 as we delivered strong operating results and capitalised on higher commodity prices. A reconciliation of profit/(loss) to
Underlying earnings attributable to members is set out on page 80.
Underlying revenue decreased by US$686M (or 8%) to US$7,610M in FY25, as higher average commodity prices (+US$968M) and sales
volumes (+US$75M) were more than offset by lower revenue from Illawarra Metallurgical Coal (IMC) (-US$1,317M) following its sale in
August 2024 and Australia Manganese (-US$394M) due to the impacts of Tropical Cyclone Megan. A reconciliation of Underlying revenue to
statutory revenue is included in Note 4 Segment information to the financial statements on page 176.
Underlying EBITDA increased by US$126M (or 7%) to US$1,928M and our Group operating margin improved to 26.3% (FY24: 22.8%), as
higher Underlying EBITDA from our aluminium value chain (+US$780M) and base metals operations (+US$173M), more than offset lower
contributions from steel-making commodities following the sale of IMC (-US$472M) and the temporary suspension of operations at
Australia Manganese (-US$287M).
The Group's cost base
20
decreased by US$579M to US$5,439M in FY25 as we completed the sale of IMC and continued our focus on cost
management to mitigate inflationary pressures.
Underlying EBIT increased by US$325M (or 37%) to US$1,211M in FY25, as Underlying depreciation and amortisation decreased by
US$199M to US$717M due to the sale of IMC and the temporary suspension of operations at Australia Manganese.
Cash Flow
Group free cash flow from operations, excluding equity accounted investments (EAIs), increased by US$272M to US$192M in FY25
(FY24: US$80M outflow), as improved profitability, and lower safe and reliable capital expenditure following the sale of IMC, more than
offset our investment in growth capital at Hermosa.
Separately, we received distributions
21
of US$176M from our Sierra Gorda EAI in FY25 (FY24:US$27M) as the operation increased annual
production volumes
22
by 20% and realised higher average metals prices. We provided net funding
21
of US$110M (FY24: US$26M net
distributions) to our manganese EAIs in FY25, primarily to support the operational recovery plan at Australia Manganese.
Group capital expenditure, excluding EAIs, exploration and intangibles, decreased by US$125M to US$917M as our investment in growth
capital at Hermosa (+US$145M) was more than offset by lower safe and reliable capital expenditure (-US$250M) following the sale of IMC.
Capital expenditure for our manganese EAI, excluding exploration and intangibles, increased by US$51M to US$159M in FY25 as we
completed the operational recovery plan at Australia Manganese.
Capital expenditure for our Sierra Gorda EAI, excluding exploration and intangibles, increased by US$9M to US$216M in FY25, as the
operation invested in deferred stripping and additional tailings storage infrastructure, and progressed the feasibility study for the fourth
grinding line project.
We returned US$350M to shareholders during FY25, with US$294M
23
in fully-franked ordinary dividends and US$56M via our on-market
share buy-back
24
.
Balance Sheet
Group net cash increased by US$885M to US$123M (FY24: US$762M net debt), as improved profitability, and the sale of IMC (+US$938M
25
),
more than offset our investment in growth capital at Hermosa (-US$517M) and returns to shareholders (-US$350M).
Dividends and Capital Management
Our unchanged capital management framework supports investment in our business and rewards shareholders as our financial
performance improves. Consistent with our policy to distribute a minimum 40% of Underlying earnings attributable to members as ordinary
dividends, the Board has resolved to pay a fully-franked final ordinary dividend of US 2.6 cents per share (US$117M) in respect of H2 FY25,
representing 40% of Underlying earnings attributable to members.
The Board has also resolved to extend our US$2.5B capital management program by 12 months to 11 September 2026
26
, with US$144M
remaining to be returned to shareholders.
Strategic report Governance Financial report Resources and reserves Information 79
20.
The Group's total adjusted cost base was US$5,439M for FY25 (FY24: US$6,018M) which excludes third party product costs.
21.
Net distributions from our material equity accounted investments (manganese and Sierra Gorda) includes dividends, capital contributions and net repayments/drawdowns of
shareholder loans, which should not be considered as an indication of or alternative to an IFRS measure of profitability, financial performance or liquidity. FY25 net distributions from
our material EAIs comprise a distribution (+US$176M) from Sierra Gorda, and funding to Australia Manganese to support recovery plans (-US$93M), a drawdown of shareholder loans
(-US$19M) and dividends (+US$2M) from manganese. The distribution from Sierra Gorda (US$176M) relates to accrued interest.
22.
Payable copper equivalent production (CuEq) (kt) was calculated by aggregating revenues from copper, molybdenum, gold and silver, and dividing the total Revenue by the price of
copper. FY24 realised prices for copper (US$3.86/lb), molybdenum (US$20.60/lb), gold (US$2,129/oz) and silver (US$24.8/oz) have been used for FY24 and FY25.
23.
Comprised of US$140M in respect of the June 2024 half year paid in the December 2024 quarter and US$154M in respect of the December 2024 half year paid in the June 2025
quarter.
24.
We returned US$56M via the on-market share buy-back in FY25, purchasing 26M shares at an average price of A$3.39 per share.
25.
Upfront cash proceeds (US$964M) less transaction costs and cash disposed as part of the sale. A final adjustment to the purchase price is expected to be determined in H1 FY26.
The total Transaction consideration includes deferred cash consideration of US$250M, payable in March 2030, and contingent price-linked cash consideration of up to US$350M.
26.
Since inception of our capital management program, US$1.8B has been allocated to our on-market share buy-back (820M shares at an average price of A$3.06 per share) and
US$525M returned in the form of special dividends.
EARNINGS RECONCILIATION
Consistent with our accounting policies, various items are excluded from the Group’s profit/(loss) to derive Underlying earnings
27
.
Total adjustments to derive Underlying EBIT (+US$718M), shown in the table below, include:
– Significant items (-US$71M): recognition of income on a one-off payment from Newmont Corporation in relation to operational
agreements at Worsley Alumina
28
(-US$97M), partially offset by the write-down of raw materials and consumables at Mozal Aluminium
29
(+US$26M);
– Joint venture adjustments
30
(+US$122M): to reconcile the equity accounting position to a proportional consolidation basis for our
manganese and Sierra Gorda EAIs:
◦ Manganese (-US$89M): includes external insurance recoveries (-US$210M) and idle capacity and other remediation costs
(+US$133M) in relation to the impacts of Tropical Cyclone Megan at Australia Manganese, and an adjustment for the gain on disposal
of the Metalloys manganese alloy smelter
31
(-US$44M); and
◦ Sierra Gorda (+US$211M): includes shareholder loan interest expense (+US$163M);
– Loss on the disposal of subsidiaries and joint operations (+US$47M): recognition of loss on disposal of IMC, which was reported as a
discontinued operation in FY25 and FY24;
– Impairment loss of financial assets (+US$27M): periodic revaluation of the shareholder loan receivable from Sierra Gorda.
An offsetting amount is recorded in the Sierra Gorda joint venture adjustments noted above;
– Impairment loss of non-financial assets (+US$464M): recognition of impairment expenses in relation to the binding agreement for the
divestment of Cerro Matoso
32
(+US$118M), and increased uncertainty regarding future electricity supply at Mozal Aluminium
29
(+US$346M); and
– Losses on non-trading derivative instruments, contingent consideration and other investments measured at fair value through profit
and loss (+US$121M): revaluation of the contingent consideration receivable
33
from the sale of IMC reflecting lower metallurgical coal
prices (+US$61M), and revaluation of the contingent consideration payable
34
in relation to our acquisition of Sierra Gorda as we expect
to make a contingent payment in relation to CY25 performance (+US$55M).
Further information on these adjustments is included in Note 4 Segment information to the financial statements on page 176.
Profit/(loss) to Underlying EBITDA reconciliation
US$M FY25 FY24
Operating profit/(loss) from continuing operations
554 (519)
Operating profit/(loss) from discontinued operations
(61) 422
Adjustments to derive Underlying EBIT:
Significant items (71) 50
Joint venture adjustments
30
122 284
Loss on the disposal of subsidiaries and joint operations 47 –
Exchange rate (gains)/losses on the restatement of monetary items 8 24
Impairment losses/(reversals) of financial assets 27 29
Impairment losses/(reversals) of non-financial assets 464 604
(Gains)/losses on non-trading derivative instruments, contingent consideration and other investments
measured at fair value through profit and loss
121 (8)
Total adjustments to derive Underlying EBIT
718 983
Underlying EBIT
1,211 886
Underlying depreciation and amortisation
717 916
Underlying EBITDA
1,928 1,802
Profit/(loss) to Underlying earnings attributable to members reconciliation
US$M FY25 FY24
Profit/(loss) after tax attributable to members
213 (203)
Total adjustments to derive Underlying EBIT
718 983
Total adjustments to derive Underlying net finance costs
(237) (228)
Total adjustments to derive Underlying income and royalty related tax expense
(28) (172)
Underlying earnings attributable to members
666 380
80
South32 Annual Report 2025
Financial and operating performance summary continued
27.
Our Group underlying financial measures reflect continuing and discontinued operations.
28.
Refer to market release "Quarterly Report March 2025" dated 17 April 2025.
29.
Refer to market release "Mozal Aluminium Update" dated 14 August 2025. Total write-down of US$372M includes US$346M of non-financial assets and US$26M of inventory included
in significant items.
30.
The underlying information reflects the Group’s interest in material equity accounted joint ventures and is presented on a proportional consolidation basis, which is the measure used
by the Group’s management to assess their performance. The joint venture adjustments reconcile the proportional consolidation to the equity accounting position included in the
Group’s consolidated financial statements.
31.
Refer to media release "Completion of Metalloys manganese alloy smelter divestment" dated 3 June 2025.
32.
Refer to market release "Agreement to divest Cerro Matoso" dated 7 July 2025.
33.
Applicable for five years from the date of completion of the sale of Illawarra Metallurgical Coal, with no annual cap. The first two years will be calculated and paid on the second
anniversary of completion and annually thereafter. The contingent price-linked consideration will be calculated as 50% of incremental metallurgical coal revenue from equity
production, net of royalties, based on the following metallurgical coal price thresholds: Year 1: US$200/t, Year 2: US$200/t, Year 3: US$190/t, Year 4: US$180/t, Year 5: US$180/t.
34.
Contingent price-linked consideration of up to US$500M, payable at threshold copper production rates and prices in the years 2022 to 2025. Specifically, 50% of incremental revenue
realised above the following copper price threshold, only where payable copper production exceeds the agreed threshold: CY25: US$3.80/lb and 158kt Cu.
EARNINGS ANALYSIS
The following key factors influenced Underlying EBIT in FY25, relative to FY24.
Reconciliation of movements in Underlying EBIT (US$M)
35,36
500
1,000
1,500
2,000
2,500
Earnings analysis US$M Commentary
FY24 Underlying EBIT
886
IMC
37
(391)
Reduced contribution from IMC following its sale in August 2024
Adjusted FY24 Underlying EBIT
495
Change in sales price
968
Higher average realised prices for our commodities, including:
Alumina (+US$425M)
Aluminium (+US$380M)
Copper (+US$52M)
Silver (+US$79M) and zinc (+US$20M)
Net impact of price-linked costs
113
Lower aluminium smelter raw material input prices (coke and pitch) (+US$62M)
Lower price-linked royalties at Cerro Matoso (+US$26M)
Lower electricity prices at Brazil Aluminium (+US$16M)
Change in exchange rates
54
Weaker Brazilian real (+US$51M), Australian dollar (+US$16M) and Colombian peso (+US$15M)
Partially offset by a stronger South African rand (-US$37M)
Change in inflation
(132)
Inflation-linked indexation of our Southern African aluminium smelters electricity prices (-US$31M)
General inflation across Australia (-US$36M), South America (-US$35M) and Southern Africa (-US$30M)
Change in sales volume
75
Higher volumes at Sierra Gorda (+US$105M), Brazil Aluminium (+US$78M), Mozal Aluminium
(+US$62M) and Hillside Aluminium (+US$29M)
Partially offset by lower volumes at Worsley Alumina (-US$85M), Cannington (-US$59M) and Cerro
Matoso (-US$57M)
Controllable costs
(202)
Drawdown of finished goods inventory at Hillside Aluminium (-US$24M) and Sierra Gorda
(-US$10M), supporting higher sales volumes
Volume related movements at Mozal Aluminium (-US$66M) and Brazil Aluminium (-US$45M)
Additional maintenance and contractor costs (-US$86M), most notably at Brazil Alumina, Worsley
Alumina and Hillside Aluminium
Higher caustic soda consumption at Worsley Alumina (-US$17M) primarily due to lower quality
bauxite in the current mining areas as a result of delayed environmental approvals
Partially offset by cost efficiencies at Cerro Matoso (+US$24M) and lower labour costs at
Sierra Gorda (+US$14M)
Australia Manganese
(186)
Reduced contribution from Australia Manganese due to the impacts of Tropical Cyclone Megan
Other
26
Includes third party products and the benefit of higher bauxite prices for MRN
FY25 Underlying EBIT
1,211
Strategic report Governance Financial report Resources and reserves Information 81
35.
Sales price variance reflects the revenue impact of changes in commodity prices, based on the current period’s sales volume. Price-linked costs variance reflects the change in
royalties together with the change in input costs driven by changes in commodity prices or market traded consumables. Foreign exchange reflects the impact of exchange rate
movements on local currency denominated costs and sales. Sales volume variance reflects the revenue impact of sales volume changes, based on the comparative period’s sales
prices. Controllable costs variance represents the impact from changes in the Group’s controllable local currency cost base, including the variable cost impact of production volume
changes on expenditure, and period-on-period movements in inventories. The controllable cost variance excludes earnings adjustments including significant items.
36.
Underlying net finance costs and Underlying income tax expense are actual FY25 results, not year-on-year variances.
37.
Reduced contribution from IMC following its sale in August 2024. FY24 Underlying EBIT of US$441M, reflecting realised prices for metallurgical coal of US$275/t and energy coal of
US$107/t.
FY24 Underlying EBIT
IMC
Adjusted FY24 Underlying
EBIT
Sales price
Market traded
consumables and
price-linked costs
Foreign exchange
Inflation
Sales volume
Controllable costs
Australia Manganese
Other
FY25 Underlying EBIT
Underlying
net finance costs
Underlying
income tax expense
Non-controlling interests
FY25 Underlying
earnings attributable
to members
886
968
113
54
(132)
75
(202)
26
1,211 (188)
(360)
666
3
(186)
(391)
495
Uncontrollable
Net finance
costs & tax
Net finance income/(costs)
The Group’s Underlying net finance costs decreased by US$61M to US$188M in FY25. These costs primarily comprised the unwinding of
the discount applied to our closure and rehabilitation provisions (US$136M), interest on lease liabilities (US$58M) largely for our multi-fuel
co-generation facility at Worsley Alumina, and interest on our US$700M of senior unsecured notes (US$31M).
Underlying net finance income/(costs) reconciliation
US$M FY25 FY24
Unwind of discount applied to closure and rehabilitation provisions
(136) (165)
Interest on lease liabilities
(58) (59)
Interest on senior unsecured notes
(31) (31)
Change in discount rate on closure and rehabilitation provisions
– 8
Interest income on cash and cash equivalents
66 38
Other
(29) (40)
Underlying net finance costs
(188) (249)
Add back earnings adjustment for exchange rate variations on net cash/(debt)
12 8
Joint venture adjustments
38
225 220
Total adjustments to derive Underlying net finance costs
237 228
Remove net finance costs from discontinued operations
16 13
Net finance income/(costs)
65 (8)
Tax expense
The Group’s Underlying income tax and royalty related taxation expense increased by US$101M to US$360M in FY25, for an
Underlying effective tax rate (ETR) of 35.0% (FY24: 38.8%). Our Group Underlying ETR reflects the corporate tax rates
39
and royalty related
taxes
40
of the jurisdictions in which we operate and our geographical earnings mix.
The Underlying ETR for our manganese business was 23.8% in FY25, including the royalty related tax
40
at Australia Manganese, reflecting
the derecognition of certain deferred tax assets and reduced profitability as operations at Australia Manganese were temporarily
suspended following Tropical Cyclone Megan. The Underlying ETR for our Sierra Gorda EAI was 27.6% in FY25, reflecting royalty related
tax
40
and an adjustment for prior year tax expense.
Underlying income tax and royalty related taxation expense reconciliation
US$M FY25 FY24
Underlying EBIT
1,211 886
Include: Underlying net finance costs (188) (249)
Remove: Share of (profit)/loss of EAIs 7 31
Underlying profit/(loss) before tax
1,030 668
Income tax expense/(benefit) from continuing operations
304 (79)
Income tax expense/(benefit) from discontinued operations
28 166
Tax effect of other adjustments to derive Underlying EBIT 5 122
Tax effect of other adjustments to derive Underlying net finance costs (3) (2)
Exchange rate variations on tax balances 14 (20)
Significant items 1 15
Joint venture adjustments relating to income tax
38
(3) 21
Joint venture adjustments relating to royalty related tax
38
14 36
Total adjustments to derive Underlying income tax (expense)/benefit
28 172
Underlying income tax expense/(benefit)
360 259
Underlying effective tax rate
35.0% 38.8%
82
South32 Annual Report 2025
Financial and operating performance summary continued
38.
The underlying information reflects the Group’s interest in material equity accounted joint ventures and is presented on a proportional consolidation basis, which is the measure used
by the Group’s management to assess their performance. The joint venture adjustments reconcile the proportional consolidation to the equity accounting position included in the
Group’s consolidated financial statements.
39.
The corporate taxes applicable to the countries where the Group operates include: Australia 30%, South Africa 27%, Colombia 35%, Mozambique 0%, Brazil 34% and Chile27%.
40.
Australia Manganese is subject to a royalty related tax equal to 20% of adjusted EBIT. Sierra Gorda is subject to a royalty related tax based on the amount of copper sold and the
mining operating margin, the rate is between 5% and 14% for annual sales over 50kt of refined copper. These royalties are included in Underlying tax expense.
CASH FLOW
Group free cash flow from operations, excluding EAIs, increased by US$272M to US$192M in FY25 (FY24: US$80M outflow), as a significant
increase in profitability, and lower safe and reliable capital expenditure following the sale of IMC, more than offset our investment in growth
capital at Hermosa. We experienced a modest build in working capital in FY25 (H1 build: US$267M, H2 unwind: US$230M), predominantly
related to an increase in raw materials and work in progress inventories in our aluminium value chain due to higher prices.
Separately, we received distributions
41
of US$176M from our Sierra Gorda EAI in FY25 (FY24: US$27M), as the operation increased annual
production volumes
42
by 20% and realised higher average metals prices. We also provided net funding
41
of US$110M (FY24: US$26M net
distributions) to our manganese EAI in FY25, primarily to support the operational recovery plan at Australia Manganese.
Free cash flow from operations excluding EAIs
US$M FY25 FY24
Operating profit/(loss) from continuing and discontinued operations
493 (97)
Non-cash or non-operating items
1,029 1,408
Share of (profit)/loss from EAIs
(99) 60
Loss from sale of operations
47 –
Change in working capital
(37) (94)
Cash generated from operations
1,433 1,277
Total capital expenditure, excluding EAIs
(963) (1,080)
Operating cash flows generated from operations after capital expenditure
470 197
Net interest paid
43
(42) (54)
Income tax paid
(236) (223)
Free cash flow from operations
192 (80)
Working capital movement
US$M FY25 Commentary
Trade and other receivables
87 Collection of receivables and decline in commodity prices in Q4 FY25
Inventories
(118) Increase in raw materials and work in progress inventories in our
aluminium value chain due to higher prices
Trade and other payables
(19) Timing of payments to suppliers
Provisions and other liabilities
13
Total working capital movement
(37)
Strategic report Governance Financial report Resources and reserves Information 83
41.
Net distributions from our material equity accounted investments (manganese and Sierra Gorda) includes dividends, capital contributions and net repayments/drawdowns of
shareholder loans, which should not be considered as an indication of or alternative to an IFRS measure of profitability, financial performance or liquidity. FY25 net distributions from
our material EAIs comprises a distribution (+US$176M) from Sierra Gorda, and funding to Australia Manganese to support recovery plans (-US$93M), a drawdown of shareholder loans
(-US$19M) and dividends (+US$2M) from manganese. The distribution from Sierra Gorda (US$176M) relates to accrued interest.
42.
Payable copper equivalent production (CuEq) (kt) was calculated by aggregating revenues from copper, molybdenum, gold and silver, and dividing the total Revenue by the price of
copper. FY24 realised prices for copper (US$3.86/lb), molybdenum (US$20.60/lb), gold (US$2,129/oz) and silver (US$24.8/oz) have been used for FY24 and FY25.
43.
Net interest paid excludes amounts reported as net distributions from material EAIs.
CAPITAL EXPENDITURE
The Group’s capital expenditure
44
, excluding EAIs, decreased by US$117M to US$963M in FY25, as our investment in growth capital
at Hermosa was more than offset by lower safe and reliable capital expenditure following the sale of IMC:
– Safe and reliable capital expenditure, including IMC (US$57M) and Cerro Matoso (US$27M), decreased by US$250M to US$353M;
– Improvement and life extension capital expenditure decreased by US$20M to US$44M as we completed energy transition projects at
Worsley Alumina in the prior period;
– Growth capital expenditure increased by US$145M to US$517M
45
at Hermosa as we progressed construction of the Taylor zinc-lead-
silver project and an exploration decline for the Clark battery-grade manganese deposit; and
– Intangibles and capitalised exploration expenditure increased by US$12M to US$45M as we continued multiple exploration programs
targeting base metals in highly prospective regions.
Our share of capital expenditure for our material EAIs increased by US$61M to US$390M in FY25:
– Capital expenditure for our Sierra Gorda EAI increased by US$9M to US$229M as the operation continued its investment in deferred
stripping and additional tailings infrastructure, and the feasibility study for the fourth grinding line project; and
– Capital expenditure for our manganese EAIs increased by US$52M to US$161M as Australia Manganese invested in infrastructure as
part of its operational recovery plan.
Capital expenditure (South32 share)
44
US$M FY25 FY24
Safe and reliable capital expenditure
(269) (232)
Improvement and life extension capital expenditure
(44) (64)
Growth capital expenditure
(517) (372)
Intangibles and the capitalisation of exploration expenditure
(45) (33)
Discontinued operations
(a)
(88) (379)
Total capital expenditure (excluding EAIs)
(963) (1,080)
EAIs capital expenditure
(390) (329)
Total capital expenditure (including EAIs)
(1,353) (1,409)
(a) Reflects Illawarra Metallurgical Coal (FY25: US$57M safe and reliable capital expenditure and US$1M intangibles and capitalised exploration expenditure, FY24:US$337M safe and
reliable capital expenditure, US$3M improvement and life extension capital expenditure and US$5M intangibles and capitalised exploration expenditure) and Cerro Matoso
(FY25: US$27M safe and reliable capital expenditure and US$3M improvement and life extension capital expenditure, FY24: US$34M safe and reliable capital expenditure).
84
South32 Annual Report 2025
Financial and operating performance summary continued
44.
Total capital expenditure comprises capital expenditure, capitalised exploration and the purchase of intangibles. Capital expenditure comprises safe and reliable capital expenditure,
improvement and life extension capital expenditure (including decarbonisation), and growth capital expenditure.
45.
Hermosa growth capital expenditure excludes lease payments of US$19M for self generated power assets directly attributable to construction of infrastructure at the Taylor deposit.
These self generated power costs were included in our capital cost estimate provided in market release “Final Investment Approval to Develop Hermosa’s Taylor Deposit” dated 15
February 2024.
BALANCE SHEET
Group net cash increased by US$885M to US$123M in FY25, as improved profitability, and the sale of IMC (+US$938M
46
), more than offset
our investment in growth capital at Hermosa (-US$517M) and returns to shareholders (-US$350M).
We continue to prioritise a strong balance sheet and investment grade credit rating through the cycle. Our current BBB+/Baa1 credit
ratings were re-affirmed by S&P Global Ratings and Moody’s, respectively, during FY25. We also retain access to significant liquidity, with
our undrawn US$1.4B sustainability-linked revolving credit facility maturing in December 2028.
Net cash/(debt)
US$M FY25 FY24
Cash and cash equivalents
1,757 842
Lease liabilities
(713) (710)
Other interest bearing liabilities
(921) (894)
Net cash/(debt)
(a)
123 (762)
(a) FY25 net cash includes Cerro Matoso which is classified as held for sale. FY24 net debt includes IMC and Eagle Downs metallurgical coal which were classified as held for sale.
DIVIDENDS AND CAPITAL MANAGEMENT
Our unchanged capital management framework supports investment in our business and is designed to reward shareholders as our
financial performance improves. Consistent with our policy to distribute a minimum 40% of Underlying earnings attributable to members as
ordinary dividends, the Board has resolved to pay a fully-franked final ordinary dividend of US 2.6 cents per share (US$117M) in respect of
H2 FY25, representing 40% of Underlying earnings attributable to members.
The Board has also resolved to extend our US$2.5B capital management program by 12 months to 11 September 2026
47
, with US$144M
remaining to be returned to shareholders.
Dividends announced
Period
Dividend per share
(US cents) US$M Franking Pay-out ratio
H1 FY23
4.9 224 100 % 40 %
H2 FY23
3.2 145 100 % 41 %
H1 FY24
0.4 18 100 % 45 %
H2 FY24
3.1 140 100 % 41 %
H1 FY25
3.4 154 100 % 41 %
H2 FY25
2.6 117 100 % 40 %
South32 shareholders registered on the South African branch register will not be able to dematerialise or rematerialise their shareholdings
between 17 and 19 September 2025 (both dates inclusive), nor will transfers to/from the South African branch register be permitted
between 12 and 19 September 2025 (both dates inclusive).
Details of the currency exchange rates applicable for the dividend will be announced to the relevant stock exchanges.
Further dividend information is available on our website (www.south32.net).
South32 American Depositary Receipts (ADRs) each represent five fully paid ordinary shares in South32 and ADR holders will receive
dividends accordingly, subject to the terms of the Depositary Agreement.
Dividend timetable Date
Announce currency conversion into South African rand
15 September 2025
Last day to trade cum dividend on the Johannesburg Stock Exchange (JSE)
16 September 2025
Ex-dividend date on the JSE
17 September 2025
Ex-dividend date on the ASX and London Stock Exchange (LSE)
18 September 2025
Record date (including currency election date for ASX)
19 September 2025
Payment date
16 October 2025
Strategic report Governance Financial report Resources and reserves Information 85
46.
Upfront cash proceeds (US$964M) less transaction costs and cash disposed as part of the sale. A final adjustment to the purchase price is expected to be determined in H1 FY26.
The total Transaction consideration includes deferred cash consideration of US$250M, payable in March 2030, and contingent price-linked cash consideration of up to US$350M.
47.
Since inception of our capital management program, US$1.8B has been allocated to our on-market share buy-back (820M shares at an average price of A$3.06 per share) and
US$525M returned in the form of special dividends.
OUTLOOK
Production
We achieved 102% of FY25 Group copper equivalent production guidance
48
, driven by annual growth of 20% in copper and 6% in aluminium.
FY26 production guidance is unchanged except for Mozal Aluminium and Cannington.
Mozal Aluminium production is expected to be 240kt
49
in FY26, reflecting fewer pots in operation as we stop pot relining and operations
continuing only to March 2026, when the current electricity agreement expires. Without access to sufficient and affordable electricity,
we expect that Mozal Aluminium will be placed on care and maintenance in March 2026.
Cannington payable zinc equivalent production is expected to be 200.6kt in FY26, reflecting a revised mine plan designed to manage the
challenging underground conditions and deliver reliable mining rates. Work is underway to optimise the cost base and embed further
savings, in line with lower planned volumes.
Looking ahead to FY27, we expect 4% production growth at Worsley Alumina as the refinery returns towards nameplate capacity with
improved access to bauxite enabled by the Project and 5% production growth at Sierra Gorda due to higher planned copper grades.
Production guidance (South32 share)
FY25 FY26e
(a)
FY27e
(a)
Key guidance assumptions
Worsley Alumina
Alumina production (kt)
3,727 3,750 3,900
Improved bauxite availability
Brazil Alumina (non-operated)
Alumina production (kt)
1,340 1,360 1,360
Expected to operate near nameplate capacity
Brazil Aluminium (non-operated)
Aluminium production (kt)
138 160 165
Ramping up all three pot lines
Hillside Aluminium
49
Aluminium production (kt)
718 720 720
Expected to continue to test maximum technical capacity
Mozal Aluminium
49
Aluminium production (kt)
355 240 N/A
Fewer pots in operation and production guided to March
2026
Sierra Gorda (non-operated)
Ore processed (Mt)
21.7 21.8 21.8
Higher planned copper grades in FY27
Payable copper equivalent production (kt)
50
89.7 85.7 90.2
Payable copper production (kt)
71.4 72.0 79.0
Payable molybdenum production (kt)
1.5 1.2 0.5
Payable gold production (koz)
27.9 18.0 20.0
Payable silver production (koz)
584 600 700
Cannington
Ore processed (kdmt)
1,944 1,850 1,750
Revised mine plan designed to manage the challenging
underground conditions and deliver reliable mining rates
Payable zinc equivalent production (kt)
51
234.2 200.6 204.7
Payable silver production (koz)
10,292 8,200 8,700
Payable lead production (kt)
92.4 87.0 80.0
Payable zinc production (kt)
44.5 40.0 43.0
Cerro Matoso
Ore processed (kdmt)
2,785 1,350 N/A
Divestment expected to complete in late H1 FY26
Payable nickel production (kt)
37.1 16.0
Australia Manganese
Manganese ore production (kwmt)
1,106 3,200 3,200
Returning to normalised production rates
South Africa Manganese
Manganese ore production (kwmt)
2,151 2,000 2,000
Subject to our continued use of higher cost trucking in
response to market conditions
(a) The denotation (e) refers to an estimate or forecast year.
86
South32 Annual Report 2025
Financial and operating performance summary continued
48.
Group FY25 payable copper equivalent production, calculated by applying FY24 realised prices for all operations.
49.
Production guidance for Hillside Aluminium and Mozal Aluminium does not assume any load-shedding impact on production.
50.
Payable copper equivalent production (kt) was calculated by aggregating revenues from payable copper, molybdenum, gold and silver, and dividing the total Revenue by the price of
copper. FY25 realised prices for copper (US$4.18/lb), molybdenum (US$21.12/lb), gold (US$2,877/oz) and silver (US$31.7/oz) have been used for FY25, FY26e and FY27e.
51.
Payable zinc equivalent production (kt) was calculated by aggregating revenues from payable silver, lead and zinc, and dividing the total Revenue by the price of zinc. FY25realised
prices for zinc (US$2,648/t), lead (US$1,883/t) and silver (US$31.9/oz) have been used for FY25, FY26e and FY27e.
COSTS AND CAPITAL EXPENDITURE
Operating unit costs guidance
Operating unit costs were in line with or below guidance for the majority of our operations in FY25, driven by strong operating performance
and a continued focus on cost management.
Looking ahead, we continue to target further cost efficiencies to mitigate industry-wide inflationary pressures, supported by changes
made in H2 FY25 to simplify the Group's functional support structures.
While Operating unit cost guidance is not provided for our aluminium smelters, their cost profile will continue to be influenced by producer
currencies and the price of raw material inputs and energy.
Operating unit cost
FY25e
(a),52
FY25 H1 FY25 H2 FY25 FY26e
(a),53
Key guidance assumptions
Worsley Alumina
(US$/t)
305 303 306 301 310
Stronger Australian dollar and higher gas
prices partially offset by lower maintenance
and contractor costs
Improved bauxite quality expected to benefit
production volumes and costs from FY27
Brazil Alumina (non-operated)
(US$/t)
Not
provided
326 320 332 Not
provided
Will continue to be influenced by the price of
raw material inputs and energy
Costs expected to trend lower in FY26 due to
lower planned maintenance and bauxite
prices from MRN
Brazil Aluminium (non-operated)
(US$/t)
Not
provided
3,239 3,377 3,130 Not
provided
Will continue to be influenced by the price of
raw material inputs and energy
Costs expected to trend lower as the smelter
continues to ramp-up
Hillside Aluminium
(US$/t)
Not
provided
2,507 2,351 2,663 Not
provided
Will continue to be influenced by the price of
raw material inputs, the South African rand
and inflation-linked energy costs
Mozal Aluminium
(US$/t)
Not
provided
2,433 2,425 2,441 Not
provided
Will continue to be influenced by the price of
raw material inputs, the South African rand
and inflation-linked energy costs
Stopping pot relining in FY26
Sierra Gorda (non-operated)
(US$/t)
(b)
16.0 16.1 17.1 15.1 17.0
Higher planned mining rates and general cost
inflation
Cannington
(US$/t)
(b)
195 194 197 192 205
Lower planned volumes, partially offset by
lower contractor costs and cost efficiencies
Working to embed further savings through
optimisation of contractor and equipment
requirements
Cerro Matoso
(US$/lb)
5.35 4.96 5.13 4.80 5.30
Divestment expected to complete late H1
FY26
Australia Manganese
(US$/dmtu, FOB)
Not
provided
— N/A N/A 2.40
Returning to normalised production rates
South Africa Manganese
(US$/dmtu, FOB)
3.00 3.05 3.13 2.96 3.10
General cost inflation
(a) The denotation (e) refers to an estimate or forecast year.
(b) US dollar per tonne of ore processed. Periodic movements in finished product inventory may impact Operating unit costs.
Strategic report Governance Financial report Resources and reserves Information 87
52.
FY25e Operating unit cost guidance includes royalties (where appropriate) and the influence of exchange rates, and includes various assumptions for FY25, including: an alumina
price of US$520/t; a manganese ore price of US$5.10/dmtu for 44% manganese product; a nickel price of US$7.10/lb; a silver price of US$30.5/oz; a lead price of US$2,070/t (gross of
treatment and refining charges); a zinc price of US$3,000/t (gross of treatment and refining charges); a copper price of US$4.30/lb (gross of treatment and refining charges);
a molybdenum price of US$20.50/lb (gross of treatment and refining charges); a gold price of US$2,550/oz; an AUD:USD exchange rate of 0.64; a USD:ZAR exchange rate of 18.50;
a USD:COP exchange rate of 4,200; USD:CLP exchange rate of 950; and a reference price for caustic soda; which reflect forward markets as at February 2025 or our internal
expectations.
53.
FY26e Operating unit cost guidance includes royalties (where appropriate) and the influence of exchange rates, and includes various assumptions for FY26, including: an alumina
price of US$350/t; a manganese ore price of US$4.40/dmtu for 44% manganese product; a nickel price of US$7.00/lb; a silver price of US$36.0/oz; a lead price of US$2,000/t (gross of
treatment and refining charges); a zinc price of US$2,650/t (gross of treatment and refining charges); a copper price of US$4.40/lb (gross of treatment and refining charges);
a molybdenum price of US$19.00/lb (gross of treatment and refining charges); a gold price of US$3,300/oz; an AUD:USD exchange rate of 0.66; a USD:ZAR exchange rate of 18.20;
a USD:COP exchange rate of 4,250; USD:CLP exchange rate of 950; and a reference price for caustic soda; which reflect forward markets as at August 2025 or our internal
expectations.
Capital expenditure guidance (excluding exploration and intangibles)
FY26 Group capital expenditure guidance, including EAIs, is expected to be US$1,400M, a reduction of approximately US$100M compared
to guidance provided in May 2025
54
, following the re-prioritisation of capital projects.
FY26 Group capital expenditure, excluding EAIs, is expected to increase by US$173M to US$1,090M:
– Safe and reliable: expected to decrease by US$113M to US$240M, reflecting the sale of IMC in the prior period, and lower spend at
Worsley Alumina and Mozal Aluminium;
– Improvement and life extension: expected to increase by US$53M to US$100M as we develop new mining areas at Worsley Alumina;
and
– Growth: Hermosa capital expenditure is expected to increase by US$233M to US$750M
55
, reflecting a planned increase in construction
activity at Taylor for the shafts and surface infrastructure.
FY26 capital expenditure for our material EAIs is expected to decrease by US$65M to US$310M:
– Sierra Gorda: expected to decrease by US$21M to US$195M due to lower planned development rates; and
– Manganese: expected to decrease by US$44M to US$115M, following completion of the operational recovery plan at Australia
Manganese.
Capital expenditure excluding exploration and intangibles (South32 share)
US$M FY25 FY26e
(a)
Worsley Alumina
87 55
Brazil Alumina
35 50
Brazil Aluminium
9 15
Hillside Aluminium
66 65
Mozal Aluminium
56
21 10
Cannington
49 40
Cerro Matoso
57
27 5
IMC
57 N/A
Group & Unallocated
2 –
Safe and reliable capital expenditure (excluding EAIs)
353 240
Worsley Alumina
19 90
Brazil Alumina
6 –
Cerro Matoso
57
3 5
Other operations
19 5
Improvement and life extension capital expenditure (excluding EAIs)
47 100
Hermosa
517 750
Growth capital expenditure
517 750
Total capital expenditure (excluding EAIs)
917 1,090
Total capital expenditure (including EAIs)
1,292 1,400
Capital expenditure for EAIs excluding exploration and intangibles (South32 share)
US$M FY25 FY26e
(a)
Sierra Gorda
191 180
Australia Manganese
114 80
South Africa Manganese
28 30
Safe and reliable capital expenditure (EAIs)
333 290
Sierra Gorda
58
25 15
Australia Manganese
1 –
South Africa Manganese
16 5
Improvement and life extension capital expenditure (EAIs)
42 20
Total capital expenditure (EAIs)
375 310
(a) The denotation (e) refers to an estimate or forecast year.
88
South32 Annual Report 2025
Financial and operating performance summary continued
54.
Refer to market release "Strategy and Business Update" dated 13 May 2025.
55.
Hermosa growth capital expenditure guidance excludes expected lease payments of ~US$50M for self generated power assets directly attributable to construction of infrastructure
at the Taylor deposit. These self generated power costs were included in our capital cost estimate provided in market release “Final Investment Approval to Develop Hermosa’s
Taylor Deposit” dated 15 February 2024.
56.
Guidance for Mozal Aluminium reflects the period ending March 2026.
57.
Guidance for Cerro Matoso reflects H1 FY26, aligning with expected completion of divestment.
58.
We expect to review Sierra Gorda FY26e capital expenditure guidance following a final investment decision for the fourth grinding line project.
Capitalised exploration guidance
FY26 Group capitalised exploration, including EAIs, is expected to be US$40M as we continue base metals exploration programs across our
portfolio.
Capitalised exploration (South32 share)
US$M FY25 FY26e
(a)
Capitalised exploration (excluding EAIs)
40 30
EAIs capitalised exploration
13 10
Capitalised exploration (including EAIs)
53 40
(a) The denotation (e) refers to an estimate or forecast year.
Other expenditure guidance
Other expenditure items presented below are on a proportional consolidation basis including our manganese and Sierra Gorda EAIs.
FY25 FY26e
(a)
Commentary
Group and unallocated expense in Underlying EBIT (excluding greenfield exploration and third party products and services EBIT)
(US$M)
144 120
FY25 included unfavourable inter-group inventory adjustments in
our aluminium value chain (US$31M)
Hermosa expenses included in Underlying EBIT
(US$M)
45 40
Work across the broader Hermosa project
Underlying depreciation and amortisation
(US$M)
717 780
Higher depreciation at Australia Manganese (~US$120M) as the
operation returns to normalised production rates, partially offset
by lower depreciation at Mozal Aluminium following recognition of
the impairment
Underlying net finance costs
(US$M)
188 190
Reflects current balance sheet
Greenfield exploration
(US$M)
35 30
Greenfield exploration activity targeting base metals in highly
prospective regions
(a) The denotation (e) refers to an estimate or forecast year.
Strategic report Governance Financial report Resources and reserves Information 89
OPERATIONS ANALYSIS
A summary of the underlying performance of the Group’s operations is presented below and a more detailed analysis is included on pages
91 to 100.
Operations table (South32 share)
Underlying revenue Underlying EBIT
US$M FY25 FY24 FY25 FY24
Worsley Alumina
1,917 1,356 619 131
Brazil Alumina
749 484 226 (11)
Brazil Aluminium
355 242 (97) (121)
Hillside Aluminium
1,989 1,720 85 130
Mozal Aluminium
979 812 55 (30)
Sierra Gorda
832 647 318 143
Cannington
659 631 204 206
Hermosa
– – (45) (28)
Australia Manganese
42 436 (125) 61
South Africa Manganese
353 343 24 45
Third party products and services
59
370 388 18 7
Inter-segment / Group and unallocated
(1,264) (780) (179) (137)
South32 Group (excluding IMC and Cerro Matoso)
6,981 6,279 1,103 396
IMC
60
144 1,461 50 441
Cerro Matoso
485 556 58 49
South32 Group
7,610 8,296 1,211 886
90
South32 Annual Report 2025
Financial and operating performance summary continued
59.
FY25 Underlying revenue on third party products and services sold from continuing operations comprises US$142M for aluminium, US$28M for alumina, US$50M for freight services,
US$115M for raw materials and US$35M for manganese. FY25 Underlying EBIT on third party products and services from continuing operations comprises US$3M for aluminium,
US$16M for alumina, nil for freight services, US$(1)M for raw materials and nil for manganese. FY24 Underlying revenue on third party products and services sold from continuing
operations comprises US$170M for aluminium, US$3M for alumina, US$79M for freight services, US$102M for raw materials and US$34M for manganese. FY24 Underlying EBIT on
third party products and services from continuing operations comprises nil for aluminium, US$10M for alumina, US$(2)M for freight services, US$(1)M for raw materials and nil for
manganese.
60.
FY25 and FY24 underlying results for IMC include third party products and services. FY25 Underlying revenue on third party products and services sold was US$28M and Underlying
EBIT on third party products and services sold was nil. FY24 Underlying revenue on third party products and services sold was US$237M and Underlying EBIT on third party products
and services sold was US$28M.
WORSLEY ALUMINA
Location: Western Australia, Australia
South32 share: 86 per cent
Worsley Alumina is an integrated bauxite mining and alumina
refining operation in the South West of Western Australia.
Alumina from Worsley Alumina is currently exported to our
Hillside Aluminium and Mozal Aluminium smelters and other
smelters around the world.
Volumes
Worsley Alumina saleable production decreased by 1% (or 50kt) to
3,727kt in FY25, as the operation managed constrained bauxite
supply ahead of receiving primary environmental approvals for the
Worsley Mine Development Project (Project)
61
. Mining in new
bauxite areas under the Project commenced in Q4 FY25.
Production is expected to be 3,750kt in FY26 and increase by 4% to
3,900kt in FY27 as the refinery returns towards nameplate capacity
(4.6Mtpa, 100% basis), supported by improved access to bauxite
enabled by the Project. Calciner maintenance in FY26 is scheduled
in Q1 FY26 and Q3 FY26.
Operating costs
Operating unit costs increased by 13%, to US$303/t in FY25, due to
increased caustic soda consumption (FY25: 119kg/t, FY24: 110kg/t)
as a result of constrained bauxite supply, higher caustic soda prices
(FY25: US$500/t, FY24: US$460/t), and a planned increase in gas
consumption as we converted the first two coal-fired boilers to
natural gas in the prior period.
Our operating margin increased to 41% (FY24: 24%) as a 44%
increase in the average realised price of alumina more than offset
higher costs.
We expect FY26 Operating unit costs to increase by 2% to US$310/t
as a stronger Australian dollar and higher gas prices more than
offset lower maintenance and contractor costs. Exchange rate and
price assumptions for FY26 Operating unit cost guidance are
detailed on page 87, footnote 53.
Financial performance
Underlying EBIT increased by 373% (or US$488M) to US$619M in
FY25, as higher average realised alumina prices (+US$585M) more
than offset lower sales volumes (-US$24M), increased costs for
caustic soda (-US$33M), contractors and maintenance (-US$25M)
and energy (-US$8M).
Capital expenditure
Safe and reliable capital expenditure was US$87M in FY25 and is
expected to decrease to US$55M in FY26 as we complete our
planned investment in additional bauxite residue disposal capacity.
Improvement and life extension capital expenditure decreased by
US$18M to US$19M in FY25 as we converted the first two coal-fired
boilers to natural gas in the prior period, improving the operation's
energy resilience and lowering GHG emissions.
We expect to invest US$90M in improvement and life extension
capital expenditure in FY26, predominantly related to new mining
areas including the Nullaga mine development.
South32 share FY25 FY24
Alumina production (kt)
3,727 3,777
Alumina sales (kt)
3,699 3,767
Realised alumina sales price (US$/t)
518 360
Operating unit cost (US$/t)
303 269
South32 share (US$M) FY25 FY24
Underlying revenue
1,917 1,356
Underlying EBITDA
795 324
Underlying EBIT
619 131
Net operating assets
1,707 1,813
Capital expenditure
106 106
Safe and reliable 87 69
Improvement and life extension 19 37
Strategic report Governance Financial report Resources and reserves Information 91
61.
Refer to market release "Worsley Mine Development Project Receives Federal Approval" dated 12 February 2025.
BRAZIL ALUMINA
Location: Pará and Maranhão, Brazil
South32 investment: Bauxite - 33 per cent
South32 share: Alumina - 36 per cent (non-operated)
Brazil Alumina includes a 33% interest in the Mineração Rio
do Norte (MRN) bauxite mine and a 36% interest in the
Alumar alumina refinery. Our share of bauxite produced from
MRN is supplied to the Alumar alumina refinery. The alumina
produced from the Alumar alumina refinery is supplied to the
co-located Alumar aluminium smelter and exported to other
smelters around the world.
Volumes
Brazil Alumina saleable production increased by 4% (or54kt) to
1,340kt in FY25, as improved plant availability more than offset wet
weather impacts in H2 FY25.
Production is expected to be 1,360kt across both FY26 and FY27.
Operating costs
Operating unit costs were largely unchanged at US$326/t in FY25,
as higher volumes, a weaker Brazilian real and lower energy prices,
were offset by increased maintenance activity and higher bauxite
prices from MRN, which are linked to alumina and aluminium
market prices on a trailing basis.
Our operating margin increased to 38% (FY24: 8%) as our average
realised price of alumina increased by 47% and costs were largely
unchanged.
While Operating unit cost guidance is not provided for this non-
operated facility, costs are expected to trend lower in FY26 due to
lower planned maintenance and bauxite prices from MRN.
Financial performance
Underlying EBIT increased by US$237M, from a loss of US$11M,
to US$226M in FY25, as higher average realised alumina prices
(+US$240M) and sales volumes (+US$25M), more than offset
additional maintenance (-US$26M) and higher bauxite prices
(-US$8M).
Our share of the loss from our equity accounted interest in MRN
declined to US$7M in FY25 (FY24: loss of US$30M), reflecting higher
bauxite prices.
Capital expenditure
Safe and reliable capital expenditure was US$35M in FY25 and is
expected to be US$50M in FY26 as the operation invests in
additional bauxite residue disposal capacity.
Improvement and life extension capital expenditure declined by
US$16M to US$6M as the operation paused the Phase Two De-
bottlenecking project to complete further work on the execution
plan and operational readiness.
The partners of MRN continue to progress a feasibility study for the
West Zone project, which has the potential to extend the life of the
bauxite mine by more than 20 years
62
. In FY25, a preliminary
environmental license for the West Zone project was received, and
final investment approval granted for the construction of a
transmission line, which will enable diesel-powered generation to
be replaced with cost efficient renewable energy sources. Our
share of capital expenditure for the transmission line is expected to
be ~US$55M (33% share) over FY26 to FY28, with spend of US$30M
expected in FY26. Separately, a final investment decision for the
new mines project is expected in H2 FY26, subject to the receipt of
approvals.
South32 share FY25 FY24
Alumina production (kt)
1,340 1,286
Alumina sales (kt)
1,349 1,282
Realised sales price (US$/t)
555 378
Operating unit cost (US$/t)
(a)
326 323
South32 share (US$M) FY25 FY24
Underlying revenue
749 484
Underlying EBITDA
283 40
Underlying EBIT
226 (11)
Net operating assets
638 736
Capital expenditure
(b)
41 80
Safe and reliable 35 58
Improvement and life extension 6 22
(a) Excludes the profit/(loss) from our equity accounted interest in MRN.
(b) Excludes capital expenditure for MRN.
92
South32 Annual Report 2025
Financial and operating performance summary continued
62.
The information in this report that refers to Production Target and forecast financial information for MRN is based on Proved (16%) and Probable (2%) Ore Reserves and Measured
(82%) Mineral Resources. The Mineral Resources and Ore Reserves underpinning the Production Target have been prepared by R Aglinskas and G Coutinho (both employed by MRN)
and reported in accordance with the JORC Code and is available on pages 233 to 256. South32 confirms that all material assumptions underpinning the Production Target and
forecast financial information derived from the Production Target continues to apply and have not materially changed.
BRAZIL ALUMINIUM
Location: Maranhão, Brazil
South32 share: 40 per cent (non-operated)
The Brazil Aluminium smelter was restarted during FY22
after being on care and maintenance since 2015.
Brazil Aluminium produces aluminium for domestic and
export markets, with alumina supplied by the co-located
Alumar alumina refinery. Our share of Brazil Aluminium
production is powered by 100% renewable power.
Volumes
Brazil Aluminium saleable production increased by 33% (or 34kt) to
138kt in FY25, as the smelter continued to ramp-up all three
potlines.
Production is expected to increase by 16% to 160kt in FY26 and a
further 3% to 165kt in FY27.
Operating costs
Operating unit costs decreased by 7%, to US$3,239/t in FY25, as
higher volumes, lower renewable energy prices and a weaker
Brazilian real more than offset higher alumina prices.
While Operating unit cost guidance is not provided for this non-
operated facility, Operating unit costs are expected to continue to
moderate as the smelter ramps-up.
Financial performance
Underlying EBIT improved by US$24M, to a loss of US$97M in
FY25, as higher sales volumes (+US$78M) and average realised
aluminium prices (+US$35M), and lower electricity prices
(+US$16M), more than offset higher alumina prices (-US$61M) and
volume related movements (-US$45M) as the smelter ramped-up.
Capital expenditure
Capital expenditure was US$9M in FY25 and is expected to be
US$15M in FY26.
South32 share FY25 FY24
Aluminium production (kt)
138 104
Aluminium sales (kt)
138 102
Realised sales price (US$/t)
2,572 2,373
Operating unit cost (US$/t)
3,239 3,500
South32 share (US$M) FY25 FY24
Underlying revenue
355 242
Underlying EBITDA
(92) (115)
Underlying EBIT
(97) (121)
Net operating assets
71 68
Capital expenditure
9 8
Safe and reliable 9 8
Improvement and life extension – –
Strategic report Governance Financial report Resources and reserves Information 93
HILLSIDE ALUMINIUM
Location: KwaZulu-Natal, South Africa
South32 share: 100 per cent
Hillside Aluminium is located in Richards Bay, South Africa,
and is the largest aluminium smelter in the southern
hemisphere. The smelter produces high-quality, primary
aluminium for domestic and export markets.
Volumes
Hillside Aluminium saleable production was largely unchanged at
718kt in FY25, as the smelter continued to test its maximum
technical capacity, despite the impact of load-shedding.
Production is expected to be sustained at 720kt
63
across both FY26
and FY27.
Operating costs
Operating unit costs increased by 19%, to US$2,507/t in FY25, as
the smelter’s strong operational performance and lower raw
material input prices (coke and pitch), was more than offset by
higher alumina prices, a stronger South African rand and
inflation-linked indexation of energy costs.
Our operating margin declined to 8% (FY24: 11%) as a 14% increase
in our average realised price of aluminium was more than offset by
higher costs.
While Operating unit cost guidance is not provided, the cost profile
of the smelter will continue to be heavily influenced by the price of
smelter raw material inputs, including alumina supplied by our
Worsley Alumina refinery, and other external factors including the
South African rand and inflation-linked indexation of energy costs.
The smelter's electricity is supplied by Eskom under a contract to
2031, with a tariff that is South African rand based and a rate of
escalation linked to the South African Producer Price Index. We are
continuing to work with Eskom and other stakeholders in the South
African energy sector on pathways to secure low-carbon electricity
supply.
Financial performance
Underlying EBIT decreased by 35% (or US$45M), to US$85M in
FY25, as higher sales volumes (+US$29M) and average realised
aluminium prices (+US$240M), and lower smelter raw material input
prices (coke and pitch) (+US$41M), were more than offset by higher
alumina prices (-US$258M), a stronger South African rand
(-US$22M), inflation-linked indexation of energy costs (-US$24M),
maintenance costs (-US$17M) and a drawdown in inventory
(-US$24M).
146 pots were relined at a cost of US$307k per pot in FY25
(FY24: 130 pots at US$327k per pot), with ~65 pots scheduled to be
relined in FY26. The smelter is deploying AP3XLE energy efficiency
technology in its pot relining activity to further enhance the
smelter's energy efficiency and reduce GHG emissions. At the end
of FY25, ~57% of the pots had been relined using AP3XLE
technology.
Capital expenditure
Capital expenditure increased by US$27M to US$67M in FY25 and
is expected to be US$65M in FY26 as we continue our investment
to replace the pot tending assemblies.
South32 share FY25 FY24
Aluminium production (kt)
718 720
Aluminium sales (kt)
732 720
Realised sales price (US$/t)
2,717 2,389
Operating unit cost (US$/t)
2,507 2,115
South32 share (US$M) FY25 FY24
Underlying revenue
1,989 1,720
Underlying EBITDA
154 197
Underlying EBIT
85 130
Net operating assets
788 805
Capital expenditure
67 40
Safe and reliable 66 38
Improvement and life extension 1 2
94
South32 Annual Report 2025
Financial and operating performance summary continued
63.
Production guidance for Hillside Aluminium does not assume any load-shedding impact on production.
MOZAL ALUMINIUM
Location: Maputo, Mozambique
South32 share: 63.7 per cent
Mozal Aluminium is located near Maputo, Mozambique, and
is a significant industrial employer in the country. The smelter
produces high-quality, primary aluminium for domestic and
export markets.
Volumes
Mozal Aluminium saleable production increased by 13% (or 41kt) to
355kt in FY25, as the smelter completed its recovery plan and
operated near nameplate capacity to finish the year, having
successfully managed the impacts of civil unrest in Mozambique.
As announced on 14 August 2025
64
, we have taken the decision to
limit investment in Mozal Aluminium due to the increased
uncertainty regarding future electricity supply. Without access to
sufficient and affordable electricity, we expect that Mozal
Aluminium will be placed on care and maintenance at the end of
the current agreement in March 2026.
Production is expected to be 240kt
65
in FY26, reflecting fewer pots
in operation as we stop pot relining and operations continuing only
to March 2026.
Operating costs
Operating unit costs increased by 3%, to US$2,433/t in FY25, as
higher volumes and lower raw material input prices (coke and
pitch), were more than offset by higher alumina prices, a stronger
South African rand and inflation-linked indexation of energy costs.
Our operating margin increased to 13% (FY24: 5%) as a 12%
increase in the average realised price of aluminium more than
offset higher costs.
While Operating unit cost guidance is not provided, the cost profile
of the smelter will continue to be heavily influenced by the price of
smelter raw material inputs, including alumina supplied by our
Worsley Alumina refinery, and other external factors including the
South African rand and inflation-linked indexation of energy costs.
Financial performance
Underlying EBIT increased by US$85M, from a loss of US$30M, to
US$55M in FY25, as higher sales volumes (+US$62M) and average
realised aluminium prices (+US$105M), more than offset higher
alumina prices (-US$60M) and inflation-linked indexation of energy
costs (-US$7M).
147
66
pots were relined at a cost of US$367k per pot in FY25
(FY24: 136
66
pots at US$377k per pot). As announced on 14 August
2025
64
, we are stopping pot relining due to the increased
uncertainty regarding future electricity supply.
Capital expenditure
Capital expenditure was US$21M in FY25 and is expected to be
US$10M for the period ending March 2026.
South32 share FY25 FY24
Aluminium production (kt)
355 314
Aluminium sales (kt)
351 326
Realised sales price (US$/t)
2,789 2,491
Operating unit cost (US$/t)
2,433 2,371
South32 share (US$M) FY25 FY24
Underlying revenue
979 812
Underlying EBITDA
125 39
Underlying EBIT
55 (30)
Net operating assets
152 498
Capital expenditure
21 23
Safe and reliable 21 22
Improvement and life extension – 1
Strategic report Governance Financial report Resources and reserves Information 95
64.
Refer to market release "Mozal Aluminium Update" dated 14 August 2025.
65.
Production guidance for Mozal Aluminium does not assume any load-shedding impact on production.
66.
Presented on a 100% basis.
SIERRA GORDA
Location: Antofagasta, Chile
South32 share: 45 per cent (non-operated)
Sierra Gorda is a large-scale, open-pit mine in the prolific
Antofagasta copper mining region, that produces copper,
molybdenum, gold and silver.
Volumes
Sierra Gorda payable copper equivalent production
67
increased by
20% (or 14.6kt) to 88.1kt in FY25, as the operation realised higher
planned copper grades and improved molybdenum recoveries.
Payable copper equivalent production
67
is expected to be 85.7kt in
FY26 and to increase by 5% to 90.2kt in FY27 due to higher planned
copper grades in the next phase of the mine plan.
Operating costs
Operating unit costs decreased by 5%, to US$16.1/t ore processed
in FY25, as lower labour costs following a one-off workforce
payment in the prior period and a weaker Chilean peso, more than
offset additional planned maintenance and a drawdown of finished
goods inventory.
Our operating margin increased to 58% (FY24: 43%) as we realised
higher average metals prices and costs declined.
We expect FY26 Operating unit costs to increase by 6% to
US$17.0/t ore processed, reflecting higher planned mining rates
and general cost inflation. Exchange rate and price assumptions for
FY26 Operating unit cost guidance are detailed on page 87,
footnote 53.
Financial performance
Underlying EBIT increased by 122% (or US$175M), to US$318M in
FY25, as higher sales volumes (+US$105M) and average realised
metals prices (+US$80M), lower labour costs (+US$14M) and a
weaker Chilean peso (+US$9M), more than offset additional
planned maintenance (-US$8M) and a drawdown of inventory
(-US$10M).
Depreciation and amortisation increased by US$32M to US$164M in
FY25 in line with recent capital investments.
Capital expenditure
Safe and reliable capital expenditure increased by US$16M to
US$191M in FY25 as the operation continued deferred stripping
activity and invested in additional tailings storage infrastructure.
Safe and reliable capital expenditure is expected to decrease by
US$11M to US$180M in FY26 due to lower planned development
rates.
Improvement and life extension capital expenditure was US$25M in
FY25 as the operation continued the feasibility study for the fourth
grinding line expansion project. Improvement and life extension
capital expenditure is expected to be US$15M in FY26
68
, with the
fourth grinding line feasibility study expected to be completed in
late H1 FY26.
South32 share FY25 FY24
Ore mined (Mt)
23.0 19.9
Ore processed (Mt)
21.7 21.9
Ore grade processed (%, Cu)
0.42 0.36
Payable copper equivalent
production (kt)
67
88.1 73.5
Payable copper production (kt)
71.4 60.8
Payable molybdenum production (kt)
1.5 0.9
Payable gold production (koz)
27.9 24.6
Payable silver production (koz)
584 607
Payable copper sales (kt)
72.9 60.9
Payable molybdenum sales (kt)
1.3 1.3
Payable gold sales (koz)
28.5 24.9
Payable silver sales (koz)
599 605
Realised copper sales price (US$/lb)
4.18 3.86
Realised molybdenum sales price
(US$/lb)
21.12 20.60
Realised gold sales price (US$/oz)
2,877 2,129
Realised silver sales price (US$/oz)
31.7 24.8
Operating unit cost
(US$/t ore processed)
69
16.1 17.0
South32 share (US$M) FY25 FY24
Underlying revenue
832 647
Underlying EBITDA
482 275
Underlying EBIT
318 143
Net operating assets
1,769 1,664
Capital expenditure
216 207
Safe and reliable 191 175
Improvement and life extension 25 32
Exploration expenditure
13 13
Exploration expensed
– –
96
South32 Annual Report 2025
Financial and operating performance summary continued
67.
Payable copper equivalent production (kt) was calculated by aggregating revenues from copper, molybdenum, gold and silver, and dividing the total Revenue by the price of copper.
FY24 realised prices for copper (US$3.86/lb), molybdenum (US$20.60/lb), gold (US$2,129/oz) and silver (US$24.8/oz) have been used for FY24 and FY25. FY25 realised prices for
copper (US$4.18/lb), molybdenum (US$21.12/lb), gold (US$2,877/oz) and silver (US$31.7/oz) have been used for FY26e and FY27e.
68.
We expect to review FY26e capital expenditure guidance following a final investment decision for the fourth grinding line project.
69.
Sierra Gorda Operating unit cost is Underlying revenue less Underlying EBITDA divided by ore processed. Periodic movements in finished product inventory may impact Operating
unit costs.
CANNINGTON
Location: Queensland, Australia
South32 share: 100 per cent
Cannington is an underground mine located in
north-west Queensland, Australia that produces
high-grade lead and zinc concentrates with a high silver
content.
Volumes
Cannington payable zinc equivalent production
70
decreased by 20%
(or 60.6kt) to 241.9kt in FY25, as the operation continued to
manage increased underground activity and complexity. Average
metals grades also declined in accordance with the mine plan.
We have completed the previously announced review of the
Cannington mine plan in response to increased underground
complexity. To manage the challenging underground conditions
and deliver reliable mining rates, we have lowered expected mining
volumes to an average of ~1.8Mtpa
71
over FY26 to FY31.
Processing rates are also revised lower and work is underway to
optimise the cost base, including contractor and equipment
requirements, in line with lower planned volumes.
Payable zinc equivalent production
70
is expected to be 200.6kt in
FY26 (ore processed 1,850kdmt, zinc 40.0kt, lead 87.0kt, silver
8,200koz) and 204.7kt in FY27 (ore processed 1,750kdmt, zinc
43.0kt, lead 80.0kt, silver 8,700koz).
The underground Ore Reserve of 10Mt
71
supports a reserve life of
six years at Cannington. We are progressing options to extend the
mine life, targeting further growth from the underground Mineral
Resource of 53Mt
72
. In addition, we are advancing study work on a
potential open pit development to unlock value from the Mineral
Resource of 25Mt
72
and capitalise on higher silver prices.
Operating costs
Operating unit costs increased by 26%, to US$194/t ore processed
inFY25, reflecting lower ore processed and additional mining costs
to support increased underground activity.
Our operating margin decreased to 43% (FY24: 46%) as higher
average metals prices were more than offset by additional costs.
We expect FY26 Operating unit costs to increase by 6% to US$205/t
ore processed, with lower contractor costs and cost efficiencies,
partially offsetting the volume impact of lower ore processed.
Exchange rate and price assumptions for FY26 Operating unit cost
guidance are detailed on page 87, footnote 53.
Financial performance
Underlying EBIT decreased by 1% (or US$2M), to US$204M in
FY25, as higher average metals prices (+US$87M) were offset by
lower sales volumes (-US$59M), a drawdown of finished goods
inventory (-US$21M) and additional mining costs due to increased
underground activity (-US$12M).
Capital expenditure
Capital expenditure was US$49M in FY25 and is expected to
decrease to US$40M in FY26 due to lower planned underground
development and equipment requirements in line with the mine
plan.
South32 share FY25 FY24
Ore mined (kwmt)
1,960 2,252
Ore processed (kdmt)
1,944 2,221
Ore grade processed (g/t, Ag)
191 205
Ore grade processed (%, Pb)
5.6 5.9
Ore grade processed (%, Zn)
3.1 3.7
Payable zinc equivalent production (kt)
70
241.9 302.5
Payable silver production (koz)
10,292 12,666
Payable lead production (kt)
92.4 112.4
Payable zinc production (kt)
44.5 60.7
Payable silver sales (koz)
11,019 11,793
Payable lead sales (kt)
99.3 102.4
Payable zinc sales (kt)
45.7 60.1
Realised silver sales price (US$/oz)
31.9 24.8
Realised lead sales price (US$/t)
1,883 2,002
Realised zinc sales price (US$/t)
2,648 2,230
Operating unit cost
(US$/t ore processed)
73
194 154
South32 share (US$M) FY25 FY24
Underlying revenue
659 631
Underlying EBITDA
281 289
Underlying EBIT
204 206
Net operating assets
131 150
Capital expenditure
49 38
Safe and reliable 49 37
Improvement and life extension – 1
Exploration expenditure
6 9
Exploration expensed
2 6
Strategic report Governance Financial report Resources and reserves Information 97
70.
Payable zinc equivalent (kt) was calculated by aggregating revenues from payable zinc, lead and silver, and dividing the total Revenue by the price of zinc. FY24realised prices for
zinc (US$2,230/t), lead (US$2,002/t) and silver (US$24.8/oz) have been used for FY24 and FY25. FY25realised prices for zinc (US$2,648/t), lead (US$1,883/t) and silver (US$31.9/oz) have
been used for FY26e and FY27e.
71.
The information in this report that refers to Production Target and forecast financial information for Cannington is based on Proved (84%) and Probable (16%) Ore Reserves. The Ore
Reserves underpinning the Production Target have been prepared by T Bailey in accordance with the requirement of the JORC Code and is available on pages 233 to 256. South32
confirms that all material assumptions underpinning the Production Target and forecast financial information derived from the Production Target continues to apply and have not
materially changed.
72.
The Total Underground Mineral Resource of 53Mt includes 39Mt of Measured, 11Mt of Indicated and 2.6Mt of Inferred Resource. The Total Open pit Mineral Resource of 25Mt
includes 19Mt of Measured, 4.5Mt of Indicated and 1.2Mt of Inferred Mineral Resources. The information in this report that relates to the Mineral Resource and Ore Reserve estimate
for Cannington mine is available on pages 233 to 256 and prepared by S Bowman in accordance with the requirements of the JORC Code. South32 confirms that the form and
context in which the Competent Person’s findings are presented have not been materially modified.
73.
Cannington Operating unit cost is Underlying revenue less Underlying EBITDA divided by ore processed. Periodic movements in finished product inventory may impact Operating
unit costs.
CERRO MATOSO
Location: Córdoba, Colombia
South32 share: 99.9 per cent
Cerro Matoso is an integrated nickel laterite mine and
smelter located in northern Colombia that produces
ferronickel used to make stainless steel.
In July 2025, we announced a binding agreement to divest Cerro
Matoso for nominal upfront consideration and future cash
payments of up to US$100M
74
. The transaction is expected to
complete in late H1 FY26, subject to the satisfaction or waiver of
certain conditions.
Volumes
Cerro Matoso payable nickel production decreased by 9% (or 3.5kt)
to 37.1kt in FY25 due to lower planned nickel grades.
Payable nickel production in H1 FY26 is expected to be 16.0kt.
Operating costs
Operating unit costs decreased by 3%, to US$4.96/lb in FY25, as
cost efficiencies, lower price-linked royalties and a weaker
Colombian peso, more than offset lower volumes.
H1 FY26 Operating unit costs are expected to be US$5.30/lb.
Exchange rate and price assumptions for FY26 Operating unit cost
guidance are detailed on page 87, footnote 53.
Financial performance
Underlying EBIT increased by 18% (or US$9M), to US$58M in FY25,
as cost efficiencies (+US$24M), lower price-linked royalties
(+US$26M), and a weaker Colombian peso (+US$15M), were
partially offset by lower sales volumes (-US$57M) and average
realised nickel prices (-US$14M).
Depreciation and amortisation decreased by US$35M to US$26M,
following the impairment recognised in FY24.
Capital expenditure
Capital expenditure decreased by US$4M to US$30M in FY25.
H1 FY26 capital expenditure is expected to be US$10M.
South32 share FY25 FY24
Ore mined (kwmt)
4,853 5,195
Ore processed (kdmt)
2,785 2,774
Ore grade processed (%, Ni)
1.48 1.60
Payable nickel production (kt)
37.1 40.6
Payable nickel sales (kt)
36.7 40.9
Realised nickel sales price (US$/lb)
75
5.99 6.17
Operating unit cost (US$/lb)
4.96 5.10
South32 share (US$M)
(a)
FY25 FY24
Underlying revenue
485 556
Underlying EBITDA
84 110
Underlying EBIT
58 49
Net operating assets
64 259
Capital expenditure
30 34
Safe and reliable 27 34
Improvement and life extension 3 –
Exploration expenditure
1 3
Exploration expensed
1 3
(a) Cerro Matoso has been classified as a discontinued operation and held for sale since
30 June 2025
74
. As a result, the FY25 and restated FY24 underlying results reflect
those of a discontinued operation. Net operating assets represent the assets and
directly associated liabilities classified as held for sale for FY25 and the restated
equivalent amounts for FY24.
98
South32 Annual Report 2025
Financial and operating performance summary continued
74.
Refer to market release “Agreement to Divest Cerro Matoso” dated 7 July 2025.
75.
Cerro Matoso realised nickel sales price is inclusive of by-products.
AUSTRALIA MANGANESE
Location: Northern Territory, Australia
South32 share: 60 per cent
Australia Manganese is Groote Eylandt Mining Company
(GEMCO) in the Northern Territory, Australia, an open-cut
mining operation that produces high-grade manganese ore.
Volumes
Australia Manganese saleable production was 1,106kwmt in FY25,
as we successfully resumed operations following the impacts of
Tropical Cyclone Megan in Q3 FY24.
Production is expected to be 3,200kwmt across both FY26 and
FY27 as the operation delivers normalised production rates.
Export shipments recommenced in Q4 FY25 following completion
of the wharf construction. Shipping rates are on track to reach full
capacity in Q1 FY26.
Australia Manganese received external insurance payments of
US$350M (100% basis) in FY25. We continue to work with our
insurers regarding further insurance recoveries.
Operating costs
We expect FY26 Operating unit costs to be US$2.40/dmtu, with the
return to normalised production rates. Exchange rate and price
assumptions for FY26 Operating unit cost guidance are detailed on
page 87, footnote 53.
Financial performance
Underlying EBIT was a loss of US$125M in FY25 due to the impacts
of Tropical Cyclone Megan. Separately, idle capacity and other
remediation costs (US$133M, South32 share) and insurance
recoveries (US$350M, 100% basis) were excluded from Underlying
EBIT as earnings adjustments.
Depreciation and amortisation recognised in Underlying EBIT
decreased by US$101M to US$20M in FY25, with net US$59M
capitalised to inventory and US$20M recognised as earnings
adjustments. Underlying depreciation and amortisation is expected
to be US$120M in FY26.
Capital expenditure
Capital expenditure was US$115M in FY25 as we invested in
infrastructure to deliver the operational recovery plan, including the
wharf and a critical bridge.
We expect to invest US$80M in FY26 including planned upgrades
to water management infrastructure and mobile equipment.
South32 share FY25 FY24
Manganese ore production (kwmt)
1,106 2,324
Manganese ore sales (kwmt)
253 2,573
Realised external manganese ore sales price
(US$/dmtu, FOB)
76,77
3.68 3.77
Operating unit cost (US$/dmtu, FOB)
77,78
– 2.32
South32 share (US$M) FY25 FY24
Underlying revenue
42 436
Underlying EBITDA
(105) 182
Underlying EBIT
(125) 61
Net operating assets
240 166
Capital expenditure
115 65
Safe and reliable 114 39
Improvement and life extension 1 26
Exploration expenditure
5 1
Exploration expensed
5 –
Strategic report Governance Financial report Resources and reserves Information 99
76.
Volumes and prices do not include any third party trading that may be undertaken independently of equity production. Realised ore prices are calculated as external sales Underlying
revenue less freight and marketing costs, divided by external sales volume.
77.
Manganese Australia FY25 average manganese content of external ore sales was 41.5% on a dry basis (FY24: 42.4%). 100% of FY25 external manganese ore sales (FY24: 98%) were
completed on a CIF basis. FY25 realised FOB ore prices and Operating unit costs have been adjusted for freight and marketing costs of US$8M (FY24: US$42M), consistent with our
FOB cost guidance.
78.
FOB Ore Operating unit cost is Underlying revenue less Underlying EBITDA, freight and marketing costs, divided by ore sales volumes.
SOUTH AFRICA MANGANESE
Location: Northern Cape and Gauteng, South Africa
South32 share: Ore - 54.6 per cent, Alloy - 60 per cent (divested)
South Africa Manganese consists of two manganese mines in
the Kalahari Basin, the open-cut Mamatwan mine and the
underground Wessels mine.
In June 2025, Samancor Manganese Proprietary Limited completed
the divestment of the Metalloys manganese alloy smelter
79
, which
had been placed on care and maintenance in FY20.
Volumes
South Africa Manganese saleable production was largely
unchanged at 2,151kwmt in FY25, as the operation continued to
deliver strong mining performance and benefitted from improved
access to rail logistics. Our realised price was an ~11% premium to
the medium grade 37% manganese lump ore index
80
as we
optimised our sales mix.
Production guidance is expected to be 2,000kwmt across both
FY26 and FY27, subject to our continued use of higher cost
trucking in response to market conditions.
Operating costs
Operating unit costs increased by 14%, to US$3.05/dmtu in FY25, as
improved access to cost efficient rail logistics, was more than offset
by a stronger South African rand and increased maintenance costs.
We expect FY26 Operating unit costs to increase by 2% to
US$3.10/dmtu, reflecting general cost inflation. Exchange rate and
price assumptions for FY26 Operating unit cost guidance are
detailed on page 87, footnote 53.
Financial performance
Ore Underlying EBIT decreased by US$18M, to US$30M in FY25, as
higher average realised manganese prices (+US$9M) and lower in-
land logistics costs (+US$7M), were more than offset by a stronger
South African rand (-US$6M), additional maintenance (-US$6M) and
unfavourable movements in work-in-progress inventory (-US$7M).
The Metalloys manganese alloy smelter incurred care and
maintenance costs of US$6M (South32 share) prior to its
divestment in June 2025.
Capital expenditure
Safe and reliable capital expenditure was US$28M in FY25 and is
expected to be US$30M in FY26.
Improvement and life extension capital expenditure was US$16M in
FY25 and is expected to decrease to US$5M in FY26 as we
complete work to access new mining areas at the Wessels mine.
South32 share FY25 FY24
Manganese ore production (kwmt)
2,151 2,175
Manganese ore sales (kwmt)
2,096 2,116
Realised external manganese ore sales price
(US$/dmtu, FOB)
81,82
3.71 3.53
Ore operating unit cost (US$/dmtu, FOB)
82,83
3.05 2.67
South32 share (US$M) FY25 FY24
Underlying revenue
353 343
Manganese ore 353 343
Manganese alloy – –
Underlying EBITDA
46 65
Manganese ore 52 68
Manganese alloy (6) (3)
Underlying EBIT
24 45
Manganese ore 30 48
Manganese alloy (6) (3)
Net operating assets/(liabilities)
252 200
Manganese ore 252 271
Manganese alloy – (71)
Capital expenditure
44 43
Safe and reliable 28 31
Improvement and life extension
16 12
100
South32 Annual Report 2025
Financial and operating performance summary continued
79.
Refer to media release “Completion of Metalloys Manganese Alloy Smelter Divestment” dated 3 June 2025.
80.
The sales volume weighted average of the Metal Bulletin 37% manganese lump ore index (FOB Port Elizabeth, South Africa) was US$3.33/dmtu in FY25.
81.
Volumes and prices do not include any third party trading that may be undertaken independently of equity production. Realised ore prices are calculated as external sales Underlying
revenue less freight and marketing costs, divided by external sales volume.
82.
Manganese South Africa FY25 average manganese content of external ore sales was 38.9% on a dry basis (FY24: 38.8%). 92% of FY25 external manganese ore sales (FY24: 89%) were
completed on a CIF basis. FY25 realised FOB ore prices and Operating unit costs have been adjusted for freight and marketing costs of US$54M (FY24: US$58M), consistent with our
FOB cost guidance.
83.
FOB Ore Operating unit cost is Underlying revenue less Underlying EBITDA, freight and marketing costs, divided by ore sales volumes.
GOVERNANCE
Committed to good governance
102
Our Board
104
Our Board members
106
Board focus areas
112
Board stakeholder engagement
114
Board appointment, renewal and evaluation
115
Board skills, knowledge and experience
116
Board and Committee meetings
119
Our Committees
121
Corporate and ethical standards
124
Inclusion and diversity
125
Other governance matters
126
Our Lead team
127
Directors Report
130
Strategic report Governance Financial report Resources and reserves Information 101
COMMITTED TO
GOOD GOVERNANCE
We are committed to upholding high standards of governance to enable us to operate
with integrity, comply with legal and ethical obligations, and act responsibly in
everything we do. This section describes how we do this through our governance
framework, policies and practices, promoting confidence and building trust in our work.
Introduction
This Corporate Governance Statement is current as at 28 August
2025 and has been approved by the Board of South32 Limited.
ASX Principles and Recommendations
As an Australian Securities Exchange (ASX) listed entity, we are
required to benchmark our corporate governance practices against
the fourth edition of the ASX Corporate Governance Council’s
Corporate Governance Principles and Recommendations (ASX
Principles and Recommendations), available at www.asx.com.au.
Our Board considers that our corporate governance practices are
(and were for FY25) compliant with the ASX Principles and
Recommendations – further details are provided in our Appendix
4G available at www.south32.net.
Our Values
While our strategy outlines what we do to achieve our purpose, our
values guide how we do it. Our values shape the way we behave
and the standards we set for ourselves and others. Learn more
about our values on page 2.
Learn more...
Board documents
– Board Charter
– Board committee processes and procedures
– Independence of Directors Policy
Committee Terms of Reference
– Nomination and Governance Committee
– Remuneration Committee
– Risk and Audit Committee
– Sustainability Committee
Other documents
– South32 Constitution
– Code of Business Conduct (including our Speak Up Policy)
– Anti-Bribery and Corruption Policy
– Inclusion and Diversity Policy
– Securities Dealing Policy
Go to www.south32.net.
102
South32 Annual Report 2025
Governance continued
CASE STUDY
Our Board sees positive impacts in South Africa
Our Board visited Hillside Aluminium, in South Africa's
KwaZulu-Natal province, in February 2025. They met
employees and saw first-hand the operation and the
positive impact of its community initiatives.
Highlights included meeting the Hillside Women@Work
Forum, showcasing efforts to support diversity and inclusion
within Hillside.
The Board toured the Ngwelezana Paediatric Burns Unit,
funded by Hillside, which provides specialised care for
young victims.
They also visited Aquadene Secondary School which
celebrated remarkable academic results in 2024, supported
by Hillside’s Schools’ Refurbishment Project. Initiatives
including the addition of an eight-classroom, double-storey
building and the creation of an accessible unit for paraplegic
use have transformed the school’s educational facilities. The
project has also reduced overcrowding and allowed the
1,053 students to concentrate better on their studies.
OUR CORPORATE GOVERNANCE FRAMEWORK
Board of Directors
Our Board represents our shareholders, and promotes and protects the interests of the Group. Our Board Charter sets out its role
and responsibilities. Delegating broad authority to our Chief Executive Officer (CEO) for the day-to day management of the Group
enables our Board to focus on its primary responsibilities, including oversight of performance, management's development and
implementation of our strategy, and the culture of the Group. Directors are expected to apply independent judgement to all Board
discussions and decisions.
Find out more about our Board, including their qualifications, skills and experience, and other appointments on pages 104 to 118.
Board Committees
Four standing Committees have been established to assist the Board in discharging its responsibilities.
Nomination and
Governance Committee
Assists the Board with
reviewing its composition and
evaluating its performance and
succession planning and has
oversight of the Group's
corporate governance
practices.
Remuneration
Committee
Assists the Board to oversee
the Group's remuneration
policy and the remuneration
and benefits framework for all
Group employees.
Risk and Audit
Committee
Assists the Board to oversee
the corporate reporting, risk
management and assurance
practices of the Group.
Sustainability
Committee
Assists the Board to oversee
the sustainability management,
performance, assurance and
reporting practices of the
Group.
Find out more about our Board Committees on pages 119 to 123.
Chief Executive Officer
Our CEO has authority for day-to-day management of the Group, enabling the Board to focus on its primary responsibilities. The
CEO in turn delegates certain authorities and responsibilities to management but remains accountable to the Board for the Group’s
performance and for all delegated authority. The CEO also guides and supervises our Lead Team.
Find out more about our CEO on page 106.
Lead Team
Our Lead Team members lead specific parts of our business. As a collective they work to progress the Group’s strategy in a way
that aligns with our purpose, values, Code of Business Conduct (our Code), and the risk appetite developed by management and
approved by our Board.
Find out more about our Lead Team members on pages 128 to 129.
Shareholders
Our shareholders are our owners, and we understand that effective two-way communication is important for them to exercise their
rights. We maintain a program of engagement involving our Directors, Lead Team and shareholders, and other relevant
stakeholders.
Find out more about how we engage with our stakeholders on page 114 .
Strategic report Governance Financial report Resources and reserves Information 103
OUR BOARD
Our Board governs the Company, having regard to our
purpose, strategy, values and culture, our shareholders as a
whole, and the interests of other relevant stakeholders.
As outlined in our Board Charter, ultimate responsibility for
governance and strategy rests with the Board.
Our Board comprises 11 Directors and all except our CEO are
considered to be independent, Non-Executive Directors. The Board
appoints one of its independent Non-Executive Directors as Chair.
Our Chair, Ms Karen Wood AM, leads our Board and assists the
Board to work effectively in the discharge of its responsibilities,
while encouraging a culture of openness and debate to foster a
high-performing and collegiate team. Outside Board meetings, our
Chair acts as the main interface between the Board and the CEO
and represents the Board to our shareholders.
Mr Keith Rumble retired as a Director on 24 October 2024 and two
additional Directors, Ms Mandla Msimang and Mr Stephen Pearce,
were appointed on 1 February 2025 as part of our Board
succession process. The process will continue with the retirement
of two inaugural Directors, Mr Frank Cooper AO and Dr Futhi Mtoba
at the 2025 Annual General Meeting.
Director
1
Appointment date
Ms Karen Wood AM (Chair)
1 November 2017; Chair since 12 April 2019
Mr Graham Kerr (CEO)
21 January 2015
Mr Frank Cooper AO
7 May 2015
Dr Xiaoling Liu
1 November 2017
Mr Carlos Mesquita
1 May 2023
Ms Mandlesilo (Mandla) Msimang
1 February 2025
Dr Ntombifuthi (Futhi) Mtoba
7 May 2015
Ms Jane Nelson
1 May 2023
Mr Wayne Osborn
7 May 2015
Mr Stephen Pearce
1 February 2025
Ms Sharon Warburton
28 November 2023
104
South32 Annual Report 2025
Governance continued
1.
Mr Keith Rumble was a Director from 27 February 2015 until he retired on 24 October 2024.
BOARD COMPOSITION AS AT 30 JUNE 2025
Length of tenure
(Non-Executive Directors)
5
2
3
0-3 years
3-6 years
6-9 years
9 plus years
Gender diversity
(all Directors)
6
5
Female
Male
Location
(Non-Executive Directors)
6
2
2
Australia
Southern Africa
Americas
Ethnicity
(all Directors)
7
1
2
1
White British or other White
(including minority-white groups)
Asian/Asian British
Black/African/Caribbean/Black
British
Not specified/prefer not to say
Our Board’s structure and composition is informed by the ASX
Principles and Recommendations and our Board Charter, including
that the Board:
– Should be an appropriate size so that business requirements
can be met;
– Will comprise a substantial majority of independent Non-
Executive Directors; and
– Will seek to have Directors from a diverse range of backgrounds
with an appropriate range of skills, expertise and experience
necessary to carry out its role and responsibilities.
Our Board has considered its structure and composition and
remains satisfied that:
– It is appropriate for the size of the Group, the nature of our
portfolio and our strategy and noting the Board is undergoing a
period of succession;
– It represents a broad cultural, ethnic, background and
geographic mix, and achieves its gender diversity objective of at
least 40% women; and
– Its tenure profile balances the benefits of retaining deep
corporate knowledge with the contribution of fresh
perspectives, while providing stability during a period of
inducting newly appointed Directors.
Director independence
To qualify as independent, a Director must be independent of
management. They must also be free of any interest, position or
other relationship that could (or be reasonably perceived to)
materially influence the exercise of objective, unfettered or
independent judgement by the Director, or the Director’s ability to
act in the best interests of the Group or its shareholders generally.
The Nomination and Governance Committee assists the Board to
assess the independence of Directors before new appointments
are made, annually and if significant new interests arise.
Our register of Directors’ interests is periodically reviewed and
updated by our Directors, as Non-Executive Directors may be
involved with other companies, associations or professional firms
which have dealings with us. Director tenure is also considered
when assessing independence.
Our Board has determined that for FY25 all Non-Executive
Directors identified on page 104 are independent and, accordingly,
the Board is comprised of a substantial majority of independent
Non-Executive Directors.
Strategic report Governance Financial report Resources and reserves Information 105
OUR BOARD MEMBERS
N R
Ms Karen Wood AM, BEd, LLB (Hons), MSt, 69
Chair and Independent Non-Executive Director
Appointed: 1 November 2017; Chair: 12 April 2019
Location: Australia
Career summary: Ms Wood has worked in legal practice and business.
In 2001, Ms Wood joined BHP and held several global executive
leadership roles, including Group Company Secretary, Chief Governance
Officer, Chief People Officer and President People and Public Affairs
(Corporate Affairs). Following her retirement in 2014, she continued as
an adviser to BHP’s Board and Chief Executive Officer until 2015. She
also chaired the BHP Foundation until 2019, overseeing grant provisions
for not-for-profit organisations to deliver global programs in the areas
of natural resource governance, human capability and social inclusion,
and conserving and sustainably managing natural environments. Before
joining BHP, she worked at Bonlac Foods Limited, where she spent five
years as General Counsel and Company Secretary.
Other key positions Ms Wood has held include being a member of the
Takeovers Panel from 2000 to 2012, and roles with the Australian
Securities and Investments Commission (Business Consultative Panel)
and the Australian Government’s Business Regulatory Advisory Group.
She was also a Non-Executive Director of ASX-listed Djerriwarrh
Investments Limited from July 2016 until January 2024.
In June 2025, Ms Wood was appointed as a Member of the Order of
Australia for significant services to the mining sector, and to the
community.
External appointments: Ms Wood is a Director of the Robert Salzer
Foundation, serves as an ambassador for the Australian Indigenous
Education Foundation, is a member of the Advisory Board of the Sir
John Monash Leadership Academy and a Director of the Stars
Foundation.
Skills and experience: Ms Wood brings extensive corporate
governance expertise to her roles as Chair of our Board and the
Nomination and Governance Committee. In these roles, her
experienced leadership promotes a cohesive environment of
constructive challenge and oversight. Ms Wood’s substantial tenure as
a global executive within the resources industry means she brings a
strong understanding of the regulatory landscape and the key strategic
risks and opportunities for a global mining and metals company. Her
expertise in shaping culture (including through organisational and
remuneration design), public policy, social performance and stakeholder
engagement enables her to bring valuable insights in these areas.
Mr Graham Kerr BBus, FCPA, 54
Chief Executive Officer and Managing Director
Appointed: October 2014; Managing Director: 21 January 2015
Location: Australia
Career summary: Mr Kerr joined BHP in 1994 and held a wide range of
operational and commercial roles across the business, including Chief
Financial Officer Stainless Steel Materials, Vice President Finance
Diamonds and Finance Director for the BHP Canadian Diamonds
Company.
In 2004, Mr Kerr joined Iluka Resources Limited as General Manager
Commercial. He returned to BHP in 2006, leading to his appointment as
President of Diamonds and Specialty Products where he was
accountable for the Ekati Diamond Mine in Canada, the Richards Bay
Minerals joint venture in South Africa, diamonds exploration in Angola,
the Corridor Sands Project in Mozambique and the development of
BHP’s potash portfolio in Canada.
Mr Kerr was appointed BHP’s Chief Financial Officer in 2011, a role
which he held until 2015 when he left to lead South32 through its
demerger from BHP and listing in three countries.
External appointments: Mr Kerr is a Director of the Fremantle Football
Club.
Skills and experience: Mr Kerr’s strong track record in resources
development, and global experience as a commercial and operational
leader within the resources industry, means that he brings deep mining
and metals expertise and exceptional financial acumen. His health and
safety expertise, and passion for promoting inclusion and diversity, are
valued contributions to our Board as it oversees our commitment to
elevate our safety performance and instil a culture where everyone
feels safe and respected at work. Mr Kerr’s strong focus on a purpose-
driven and values-led future for South32 make him a trusted leader as
we progress the next phase of our strategy.
106
South32 Annual Report 2025
Governance continued
Committee membership key:
Chair appointment N Nomination and Governance Committee R Remuneration Committee
RA Risk and Audit Committee S Sustainability Committee
RA N R
Mr Frank Cooper AO, BCom, FCA, FAICD, 69
Independent Non-Executive Director
Appointed: 7 May 2015
Location: Australia
Career summary: Mr Cooper qualified as a chartered accountant in
Australia, leading to a 40-year career in the finance and accounting
profession. He has held a number of senior tax and finance roles,
including Partner at Ernst & Young, Partner/Business Unit Leader, Tax
Practice at PricewaterhouseCoopers and Managing Partner for Arthur
Andersen in Perth (for just over 10 years), during which time he
specialised in the mining, energy and utility sectors. Other key positions
Mr Cooper has held include Commissioner and Chairman of the
Insurance Commission of Western Australia and Pro Chancellor of the
University of Western Australia.
Throughout his career, Mr Cooper has had extensive involvement in
community activities, including serving as Commissioner and Chair of
the West Australian Football Commission and as a Member of the State
Health Research Advisory Council (Western Australia). He was also a
Non-Executive Director of ASX-listed Woodside Energy Group Limited
from February 2013 until April 2024.
In 2014 Mr Cooper was awarded an Officer of the Order of Australia. He
was also named West Australian of the Year in the Professions category
in 2015.
External appointments: Mr Cooper is a Director of St John of God
Australia Limited and Wright Prospecting Pty Ltd. He was also
appointed as a Director of the Harry Perkins Institute for Medical
Research in May 2025 and a Director of Health Translation Group
Limited in July 2025.
Skills and experience: Mr Cooper brings exceptional financial acumen
and accounting expertise, a strong understanding of legal and
regulatory compliance and substantial experience in risk management
oversight to our Board, all of which also make him a highly capable Risk
and Audit Committee Chair. His listed company experience and
expertise in capital management and corporate development are highly
valued by our Board as it oversees the implementation of our strategy,
as is his strong focus on organisational philosophy, values and
standards.
S N RA
Dr Xiaoling Liu BEng (Extractive Metallurgy), PhD (Extractive
Metallurgy), FTSE, GAICD, 68
Independent Non-Executive Director
Appointed: 1 November 2017
Location: Australia
Career summary: Dr Liu completed her undergraduate study at
Chongqing University in China and her PhD in Extractive Metallurgy at
Imperial College in the United Kingdom, before joining the Rio Tinto
Group as a senior research scientist in 1988.
Over her 26-year career with Rio Tinto, Dr Liu held various roles in
smelting operations, including General Manager Operations at Bell Bay
(Tasmania), leading to other senior management roles, including
Managing Director Technical Services, where she led Rio Tinto’s global
technical services unit. Prior to her retirement, Dr Liu was President and
Chief Executive Officer of Rio Tinto Minerals, with responsibility for
integrated operations of mining, processing, supply chain, marketing
and sales for its Borates business in the United States, Europe and Asia.
Dr Liu has served as Vice President of the Board of the Australian
Aluminium Council, a Board Member of the California Chamber of
Commerce, a Director of Melbourne Business School and Chancellor of
Queensland University of Technology. She has also served as a Non-
Executive Director at Newcrest Mining Limited (September 2015 until
November 2020), Iluka Resources Limited (February 2016 until April
2019) and Incitec Pivot Limited (from November 2019 until May 2024).
External appointments: None.
Skills and experience: With her accomplished career as a global
executive in the resources industry, Dr Liu brings to our Board expertise
in mining and processing operations, the execution of major capital
projects and commodity value chain management. Her high financial
acumen, expertise in health and safety, and strong understanding of
the key environmental impacts, risks and opportunities relevant to our
operations, make her a valued Chair of the Sustainability Committee. Dr
Liu’s knowledge and experience in technology and innovation, together
with her technical background, is an asset to our Board as it oversees
our advancement towards a low-carbon future.
Strategic report Governance Financial report Resources and reserves Information 107
N S
Mr Carlos Mesquita BEng (MetalEng), MBA, 67
Independent Non-Executive Director
Appointed: 1 May 2023
Location: Chile
Career summary: Mr Mesquita is a qualified Metallurgical Engineer. He
has worked in the mining and metals industry for more than 40 years
and has extensive experience in leading mining and processing
operations and major capital projects.
Mr Mesquita spent 30 years with BHP where he held various positions in
the company’s base metals and aluminium businesses, including Asset
President of Mozal Aluminium and Asset President of Escondida – the
world’s largest copper mine. During this time he also served as Vice
President Major Projects where he led the base metals projects
program, overseeing more than US$10 billion in mining investments in
countries including Chile, Australia and Peru.
Mr Mesquita has also previously advised mining companies and private
equity funds on acquisitions of mining assets in South America and
from 2014 to 2015 he was a Non-Executive Director of Mineração Serra
Verde, a mid-sized rare earth minerals mine in central Brazil.
In the first half of 2022, Mr Mesquita was a consultant for South32
providing in-country support following our acquisition of a 45% interest
in the Sierra Gorda copper mine.
External appointments: None.
Skills and experience: Mr Mesquita has extensive experience in the
global mining and metals industry with a particular focus on base
metals and aluminium in the Americas and Africa. His previous roles and
first-hand experience of working at projects in an operational capacity
means he brings a unique and diverse perspective to our Board. This,
together with his experience in leading complex operations with
responsibility for safety, volume and costs, support our strategy of
optimising our business by working safely, minimising our impact,
consistently delivering stable and predictable performance, and
continually improving our competitiveness.
N RA S
Ms Mandlesilo (Mandla) Msimang MSc, BA, 48
Independent Non-Executive Director
Appointed: 1 February 2025
Location: South Africa
Career summary: Ms Msimang is an executive with more than 20 years
of information and communications technology experience.
Ms Msimang's professional area of expertise is regulation, with a focus
on economic and infrastructure regulation, public policy, universal
service and access, competition policy, and broadband policy and
funding.
She is currently Chief Executive Officer of Nozala Women Investments, a
female-owned private equity firm that owns and manages a diversified
portfolio in the minerals and energy sector as well as industrial and
consumer services. The company aims to make a meaningful
contribution towards building a lasting legacy for women in Africa.
External appointments: Ms Msimang is also a Non-Executive Director
at Exxaro Resources Limited, where she is a member of the Investment
Committee and Risk and Business Resilience Committee, and a Non-
Executive Director at Telkom SA Limited. She also serves on the
International Advisory Board of the University of Johannesburg
Business School, and the Board of Research ICT Africa.
Skills and experience: Ms Msimang brings extensive regulatory, public
policy and information, communications and technology expertise, as
well as deep knowledge and experience across Africa and the Middle
East. She has strong leadership, strategy and risk management skills
and solid regulatory and legal compliance knowledge. Through her
experience, Ms Msimang has a substantial understanding of working
with communities and other stakeholders to create shared value.
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South32 Annual Report 2025
Governance continued
Committee membership key:
Chair appointment N Nomination and Governance Committee R Remuneration Committee
RA Risk and Audit Committee S Sustainability Committee
N RA
Dr Ntombifuthi (Futhi) Mtoba CA(SA), DCom (Honoris Causa),
BCompt (Hons), HDip Banking Law, BA (Econ)(Hons), BA (Arts), 70
Independent Non-Executive Director
Appointed: 7 May 2015
Location: South Africa
Career summary: Dr Mtoba qualified as a chartered accountant in
South Africa and joined Deloitte and Touche in 1988, specialising in
financial services. She was one of the first African Black women to be
appointed Partner by one of the Big Four accounting firms, and was
later appointed Chairperson of Deloitte Southern Africa.
Dr Mtoba is President and founder of TEACH South Africa, which
recruits skilled teachers for underprivileged schools. She has held
several board positions at organisations focused on economic
development and community engagement, including the New
Partnership for Africa’s Development Business Foundation and the
African Union Foundation. Dr Mtoba has also been President of the
Association for the Advancement of Black Accountants and Business
Unity South Africa and chaired the University of Pretoria Council for over
10 years.
Other positions Dr Mtoba has held include being a member of the
International Monetary Fund Advisory Group of Sub-Saharan Africa, the
World Economic Forum Global Advisory Council, the United Nations
Global Compact Board and a Director of the International Women's
Forum (South Africa). She has received several awards for contributions
to business and society, including Most Outstanding Leadership
Women of the Year (Africa Economy Builders, 2018).
External appointments: Dr Mtoba is a Non-Executive Director and
Deputy Chair of the Public Investment Corporation Limited and Chair of
its Audit Committee, a Director of Discovery Bank Holdings Limited and
Lead Independent Director and Audit Committee Chair of Discovery
Bank Limited, a Director of Vumelana Advisory Fund and a Director of
Chapter Zero Southern Africa.
Skills and experience: Dr Mtoba’s tenure as partner and a leader at
one of Africa’s predominant financial professional services firms, and
the numerous roles she has held in local, regional and international
organisations and forums, means she provides our Board with
considerable financial, economic and public policy expertise and
leadership. Dr Mtoba brings a strong focus on culture and her expertise
in social performance and community and stakeholder engagement are
an asset to our Board as it supports our aspiration to contribute social
and economic value where we operate.
N S
Ms Jane Nelson CMG, BSc (Agricultural Economics (Cum Laude)),
BA, MA (Philosophy, Politics and Economics), 65
Independent Non-Executive Director
Appointed: 1 May 2023
Location: United States
Career summary: Ms Nelson has a Bachelor of Science in Agricultural
Economics (Cum Laude) from the University of KwaZulu-Natal in South
Africa. She also holds a Bachelor of Arts and Master of Arts in
Philosophy, Politics and Economics from the University of Oxford in the
United Kingdom, where she was a Rhodes Scholar.
Ms Nelson has a 30-year career researching and advocating for
sustainable business practices and was the founding Director of the
Harvard Kennedy School’s Corporate Responsibility Initiative, where she
is now a senior research fellow. She is a non-resident senior fellow in the
Global Economy and Development program at Brookings and a former
senior associate of Cambridge University’s Programme for Sustainability
Leadership.
Ms Nelson served on ExxonMobil's External Sustainability Advisory
Panel from 2010 to 2023, the Independent Advisory Panel to the ICMM’s
Resource Endowment Initiative and on advisory councils for other
companies, the World Bank Group and the United Nations. She also
worked for The Prince of Wales International Business Leaders Forum in
the United Kingdom, the World Business Council for Sustainable
Development in Africa, FUNDES in Latin America and as a Vice
President at Citibank working in Asia, Europe and the Middle East.
In December 2023, Ms Nelson was appointed a Companion of the Order
of Saint Michael and Saint George (CMG) in the UK’s Overseas and
International Honours List for services to business and to sustainability.
External appointments: Ms Nelson is a Non-Executive Director of
NYSE, ASX and TSX-listed Newmont Mining Corporation (since 2011)
and Chair of its Safety and Sustainability Committee.
Ms Nelson is a Co-Chair of the Business Commission to Tackle
Inequality, hosted by the World Business Council for Sustainable
Development, and in January 2025, was appointed as Co-Chair of the
World Economic Forum’s (WEF) Global Future Council on the Energy
Nexus and as an Editor-in-Chief of the Cambridge Forum on Corporate
Climate Governance, a Cambridge University Press publication. She
serves on the Board of Chevron’s Niger Delta Partnership Initiative
foundation and on sustainability-related advisory councils for Bank of
America, Abbott Laboratories and Griffith Foods. In 2024, Ms Nelson
concluded her term as a member of the WEF’s Global Future Council on
Good Governance, the Stewardship Council for Food Systems and the
Climate Governance Community of Experts, ceased as a member of the
Business and Human Rights Resource Centre International Advisory
Network.
Skills and experience: Ms Nelson’s career comprises a portfolio of
roles across academia, international policy, business leadership groups
and not-for-profit organisations. She has expertise in sustainable
development including in human rights, cultural heritage and
Indigenous issues and a significant understanding of climate change
and biodiversity issues. Ms Nelson’s strong focus on sustainable
development, together with her passion for building partnerships
between business, government and civil society, is an asset to our
Board as this is at the heart of our purpose and underpins our strategy.
Strategic report Governance Financial report Resources and reserves Information 109
R N S
Mr Wayne Osborn Dip Elect Eng, MBA, FTSE, 73
Independent Non-Executive Director
Appointed: 7 May 2015
Location: Australia
Career summary: Mr Osborn worked as an engineer in the
telecommunications and iron ore industries, before joining Alcoa
(Australia) in 1979.
Mr Osborn held several senior management positions with Alcoa over
the course of his career, including having accountability for its Asia-
Pacific manufacturing operations in China, Japan, Korea and Australia. In
2001 he was appointed Managing Director, leading an integrated
business comprised of bauxite mining, alumina refining, coal mining,
power generation and aluminium smelting until his retirement in 2008.
Since 2008, Mr Osborn has served as a Non-Executive Director in the
mining, energy and construction industries. Most recently, he was a
Non-Executive Director of Wesfarmers Limited from March 2010 to
October 2021.
Other key roles Mr Osborn has held include Chairman of the Australian
Institute of Marine Science, Chairman of the Western Australia Branch
of the Australia Business Arts Foundation and Vice President of the
Chamber of Commerce and Industry, Western Australia. Mr Osborn is
also a recipient of the WA Business Leader Award (2007) and the
Australian Institute of Company Directors Award for Excellence (2018).
External appointments: None.
Skills and experience: Mr Osborn brings expertise in mining and
smelting operations, large-scale capital projects and commodity value
chain management to our Board. His broad skills and experience in
health and safety management, and strong understanding of the key
environmental issues, risks and opportunities relevant to our
operations, are an asset to our Board as it oversees our commitments
to improve our safety performance, our approach to sustainability-
related risks and opportunities and how we manage our environmental
impact. Mr Osborn’s experience leading large workforces, expertise in
overseeing remuneration design and implementation, and strong focus
on sustainability make him a highly capable Remuneration Committee
Chair.
N R RA
Mr Stephen Pearce BBus(Acc), FCA, FGIA, MAICD, 61
Independent Non-Executive Director
Appointed: 1 February 2025
Location: Australia
Career summary: Stephen Pearce has more than 20 years’ experience
as a director of public companies and more than 35 years of financial
and commercial experience in the mining, oil and gas, and utilities
industries.
Mr Pearce holds a Bachelor of Business from the Royal Melbourne
Institute of Technology. He is a Fellow of the Institute of Chartered
Accountants, a Fellow of the Governance Institute of Australia and a
Member of the Australian Institute of Company Directors.
He has held a range of leadership roles including Group Chief Financial
Officer and Executive Director of Anglo American plc, a position he held
for close to seven years. He also served as Group CFO and Executive
Director of Fortescue Metals Group Limited and as CFO at Alinta
Energy.
External appointments: Mr Pearce was appointed as a Non-Executive
Director of ASX-listed Ampol Limited in March 2025, where he is also a
member of the Audit and Risk Committee and Nomination Committee.
He is also currently a Non-Executive Director at BAE Systems plc, where
he chairs the Audit and Risk Committee and until May 2025 was a
Director and Strategic Advisor to the Wyllie Group.
Skills and experience: Mr Pearce brings a wealth of global experience
with resources, finance, commercial and operational expertise over
more than 35 years in mining, oil and gas, and utilities. He is highly
skilled in finance, strategy and capital projects. Mr Pearce also has well-
regarded people and remuneration, leadership, corporate development
and regulatory compliance experience. His financial experience and
industry knowledge are valuable additions to our Board.
110
South32 Annual Report 2025
Governance continued
Committee membership key:
Chair appointment N Nomination and Governance Committee R Remuneration Committee
RA Risk and Audit Committee S Sustainability Committee
N RA
Ms Sharon Warburton BBus (Accounting and Business Law), FCA,
FAICD, 55
Independent Non-Executive Director
Appointed: 28 November 2023
Location: Australia
Career summary: Ms Warburton is a chartered accountant with more
than 25 years’ experience across the major project infrastructure,
property development, and resources industries.
She has previously held executive roles with Brookfield Multiplex,
Citigroup, and Rio Tinto, working across Australia, Asia, Europe and the
Middle East. Ms Warburton’s previous board experience includes as a
Director of Perth Children’s Hospital Foundation, Gold Road Resources
Limited, NEXTDC Limited, Barminco, Western Power, Northern Australia
Infrastructure Facility and Blackmores Limited (from April 2021 to
August 2023). Ms Warburton was also a Director of Fortescue Metals
Group and was a part-time member of the Takeovers Panel.
In 2014, Ms Warburton was awarded Western Australia Telstra Business
Woman of the Year.
External appointments: Ms Warburton is currently a Non-Executive
Director of ASX-listed Northern Star Resources Limited (since 2021),
Wesfarmers Limited (since 2019) including Chair of its Audit and Risk
Committee, and Worley Limited (since 2019). Ms Warburton is also an
Independent Director of Mirvac Funds Management Australia Limited,
Thiess Group Holdings Pty Limited and Karlka Nyiyaparli Aboriginal
Corporation. She is an Adjunct Professor in Leadership and Strategy at
the Curtin University School of Business.
Skills and experience: Ms Warburton is a prominent and highly
credentialled Director. She has substantial executive experience in the
areas of corporate governance, accounting and finance, and risk
management. Ms Warburton’s skills in areas of corporate strategy,
business operations and major project construction contribute to the
Board’s broad range of skills and support the delivery of our strategy.
Strategic report Governance Financial report Resources and reserves Information 111
BOARD FOCUS AREAS AND KEY DECISIONS
Our Board’s activities in FY25
Our Board is focused on the safety and health of our employees,
the Group's operational, financial and sustainability performance,
implementation of our strategy, and setting the tone for our
workplace culture. Some of these focus areas for FY25 are set out
below.
Safety and performance
Nothing is more important than the safety and health of our
employees, contractors, visitors and communities. Throughout
FY25, our Board actively engaged on the following safety and
health matters:
– Updates regarding the civil unrest following the announcement
of election results in Mozambique and the impact on Mozal
Aluminium. The focus was on the safety and wellbeing of our
workforce, and on providing operational stability by preserving
raw materials and safeguarding the transport of alumina to the
smelter and export of aluminium from it;
– Regular updates and monitored progress of the operational
recovery plan at Australia Manganese following Tropical Cyclone
Megan in March 2024, and the safe return to mining activities;
– The Board maintained oversight of our approach to serious
injury risk reduction through significant incident investigation
reviews with management and material safety risk deep-dives
during visits to our operations and projects;
– Regular updates and monitored progress on our Safety
Improvement Program, a multi-year program of work with the
aim of achieving a step change in our safety performance. The
program focuses on shifting mindsets through leadership,
empowering our people to take responsibility for their own
safety and the safety of others, reducing risks with effective
controls, and enhancing our systems and metrics;
– Safety performance was reported to, and discussed at, each
Sustainability Committee meeting. This included a regular
update from management on progress of our LEAD Safely Every
Day training program which, in FY25, continued to be deployed
across our leadership teams. The program was extended to
frontline employees and a subset of contractors at our
operations that perform high-risk work, and functional roles that
support them;
– Our Directors heard directly from operational employees to gain
a better understanding of the safety routines and interactions
that occur at our operations, the practical deployment of our
LEAD Safely Every Day training program, safety interactions in
the field, any safety challenges, and the impact of our Safety
Improvement Program on employees and contractors; and
– Regular updates on the management of workplace sexual
harassment as a material health and safety risk including
updates on any reports made.
Strategy
Our Board oversees strategy development and implementation,
including alignment with our purpose and values, and recognises
the importance of considering strategy with a focus on safety and
through an informed view of societal trends and values.
In June 2025, our Board participated in a dedicated Strategy Day
led by our CEO and broader Lead Team which provided an
opportunity for the Board to collaborate with management on our
strategy and vision for the future.
During FY25, our Board evaluated, provided guidance on, and
approved (as required) a number of key matters related to our
strategy including:
– Completion of the divestment of Illawarra Metallurgical Coal for
up to US$1.65 billion
2
;
– Pre-investment funding approval to construct a transmission
line to connect the Mineração Rio do Norte (MRN) bauxite mine
to the Brazilian power grid, enabling MRN to reduce operating
costs by replacing its diesel-powered generation with cost-
efficient renewable-energy sources;
– Oversight of energy supply challenges including:
◦ Developments in the engagements with the Government of
the Republic of Mozambique, Hidroeléctrica de Cahora Bassa
and Eskom on securing sufficient and affordable electricity
supply to enable Mozal Aluminium to operate beyond March
2026, when the current agreement expires; and
◦ The impact of electricity supply interruptions and load-
shedding at Hillside Aluminium;
– Consideration of the ore reserve declaration and mineral
resource update for Sierra Gorda;
– The status and potential impacts of environmental approvals by
the Western Australian State Government (received in
December 2024) and the Australian Federal Government
(received in February 2025) for the Worsley Mine Development
Project;
– The strategic review of the Cerro Matoso operation in Colombia,
including a process to evaluate the potential divestment of
Cerro Matoso. In July 2025 a binding agreement was entered
into to sell Cerro Matoso, subject to the satisfaction or waiver of
certain conditions;
– Oversight of the construction and execution progress of the
Hermosa project;
– Continued oversight of investment in greenfield exploration
opportunities;
– Oversight of the simplification of the Group’s functional
structures to appropriately support our portfolio following the
divestment of Illawarra Metallurgical Coal;
– Continued oversight of the alignment of our remuneration and
benefits framework with our purpose, strategy, values and
culture; and
– Received briefings on global commodity and economic
developments and their impact on the Company and its
operations, and briefings on climate change and nature matters.
Our strategy is underpinned by a disciplined approach to capital
allocation and a strong balance sheet. Our Board received regular
updates on our capital management activities throughout FY25
including approving the payment of interim and final dividends,
commencing the on-market share buy-back program in September
2024 and expanding the capital management program by
US$200M.
112
South32 Annual Report 2025
Governance continued
2.
Refer to market release "Sale of Illawarra Metallurgical Coal" dated 29 February 2024.
Culture
Our Board continued to work with our Lead Team to set the
direction and tone for a workplace culture that aligns with our
purpose, reflects our values, and supports the delivery of our
strategy. This included:
– Reviewing any material breaches of our Code, Anti-Bribery and
Corruption Policy and any material concerns reported under the
Speak Up Policy;
– Participating in a collaborative lunch and learn session led by
our Culture and Capability team, focused on sharing insights
into our workplace culture;
– Monitoring culture through our operations and offices using a
‘Culture Health Check’ tool to assist the Board's assessment to
better understand how aligned the culture is to our purpose,
strategy and values;
– Receiving key observations from leaders on our annual ‘Your
Voice’ employee survey, interrogating the results, and
evaluating the actions taken by management to address
improvement areas, which included ways to attract and retain
talent;
– Continuing to monitor and assess our progress against our
inclusion and diversity measurable objectives, and overseeing
management’s inclusion and diversity action plan to build a
more inclusive and diverse workforce; and
– Visiting our social investment initiatives to gain insights into our
contribution to surrounding communities. Learn more about the
Board's visit to community initiatives funded by Hillside
Aluminium, in South Africa's KwaZulu-Natal province, on page
102.
Governance
Our Board approves our corporate governance policies and
oversees our corporate governance practices, and in doing so
seeks to adopt high standards of corporate governance that meet
shareholder and other stakeholder expectations.
In FY25, our Board's ongoing planning for our CEO succession
culminated in the identification of a successor for our current CEO.
Following a comprehensive global search, which included internal
and external candidates, the Board selected Matthew Daley to be
appointed as Deputy CEO, effective from 2 February 2026.
Following a transition period with the current CEO, Mr Daley will
formally assume the role of CEO later in 2026.
Since 2015, our Board has been refreshed as Directors have retired
or resigned, with retirements staggered to facilitate continuity and
stability and balancing the benefits of retaining deep corporate
knowledge with the contribution of fresh perspectives. This
approach has been supported by the annual review of the Board
skills matrix and regular assessment of the skills and experiences
needed as part of a Director succession plan.
Since May 2023, five new Directors have been appointed, including
the appointments approved by our Board in FY25, of Ms Mandla
Msimang and Mr Stephen Pearce as independent Non-Executive
Directors.
Mr Pearce has more than 20 years' experience as a director of
public companies and more than 35 years of financial and
commercial experience in the mining, oil and gas, and utilities
industries. Ms Msimang is an executive with more than 20 years of
information and communications technology experience. The
Board also approved the updated composition of the Board
Committees following the appointments.
As part of our Board succession process, two inaugural Directors,
Mr Frank Cooper AO and Dr Futhi Mtoba, will retire by rotation at
the 2025 Annual General Meeting, and will not be standing for re-
election.
Throughout FY25, our Board continued its oversight of the
integration of environmental, social and governance (ESG)
considerations, including the potential impacts on the Company
and its operations, the risks and opportunities that climate change
presents, and embedding these insights into our strategy, capital
allocation, budget, risk oversight and governance framework.
Our Board and Committees receive updates on governance
developments and briefings from internal and external experts on
topics including cybersecurity, workplace sexual harassment,
climate and biodiversity, human rights, and workplace health,
safety and wellbeing.
The Board was also briefed on the political landscape in the United
States following the presidential election, South Africa after a
general election, and Australia ahead of its federal election.
Strategic report Governance Financial report Resources and reserves Information 113
STAKEHOLDER ENGAGEMENT
Engaging with our investors
Effective two-way communication is important for our shareholders
to exercise their rights as our owners. We maintain a program of
engagement involving our Directors, Lead Team and shareholders,
and the broader investment community, which for FY25 included:
– Briefings and presentations to analysts and institutional
investors, on matters including our FY24 full-year and FY25 half-
year financial results;
– Presentations at investment and industry conferences and
participation in corporate governance forums, such as BMO
Capital Markets, and the Bank of America Global Metals Mining
& Steel Conference. All new and substantive presentations
(including analyst presentations) are released to the market
ahead of the presentation and made available at
www.south32.net;
– Site tours for analysts and institutional investors such as to
Sierra Gorda in November 2024;
– Meetings with investors and proxy advisers (attended by our
Chair, Chair of the Remuneration Committee, CEO and/or other
Lead Team members), covering financial, operational,
remuneration and ESG updates;
– Management-led meetings with civil society groups, such as
Market Forces; and
– Responses to investor correspondence.
Investor expectations on ESG-related issues continue to evolve,
with an emphasis on demonstrated action and performance. ESG-
focused engagement activities are included in our annual
engagement program.
Our Annual General Meeting
Our AGM provides shareholders with the opportunity for direct
updates from our Board and we encourage them to attend our
2025 AGM in person or virtually, so they can vote on resolutions
and ask questions. All substantive resolutions at our AGMs are
determined by a poll.
All Directors and LEad Team members are expected to attend the
AGM. The external auditor is also available to answer questions
relating to the Auditor’s Report or the conduct of the audit.
Our 2025 Notice of AGM will contain more information and be made
available at www.south32.net.
Board visit to Hermosa
In December 2024, the Board visited our Hermosa project
in Arizona. The Board spent two nights in the nearby town
of Nogales where a dedicated community engagement day
was hosted. During the visit Directors were briefed on tribal
engagement and workforce development initiatives. They
also considered findings from a survey conducted in Santa
Cruz County and surrounding communities, which reflected
sentiment and feedback related to Hermosa. The day
provided valuable opportunities for Directors to engage
directly with community stakeholders and hear their
perspectives on the Hermosa project. Directors also visited
the future site of the remote operating centre in Nogales
that will support the underground mine. As the population
centre of Santa Cruz County, this location was chosen in
line with our goal that 80% of the Hermosa workforce will
be recruited locally when the project is in full operation to
maximise the economic benefit to the area.
Engaging with our shareholders and other stakeholders
We provide information about our Company and communicate with
our shareholders and other stakeholders through our website and
social media platforms including Facebook, LinkedIn, YouTube and
Instagram.
We encourage stakeholders to access information about us,
including our latest announcements and news, financial and
operational results, annual reports, presentations, and speeches, at
www.south32.net. Shareholders and other stakeholders can
contact us directly through our website, where they will also find
details of how we can be reached through our Investor Relations or
Media Relations teams.
Our shareholders can receive our communications electronically
and are periodically reminded of this option. Our shareholders can
also contact us and our share registries electronically.
Engaging with our people
Visiting our sites helps Directors better understand the challenges
our people face, and assess workplace culture.
In FY25, Directors visited Hermosa in the state of Arizona United
States, Hillside Aluminium in South Africa's KwaZulu-Natal province,
Worsley Alumina in south-west Western Australia and our
Singapore office.
In July 2024, our CEO visited Hermosa and the Sierra Gorda open-
pit mine in Chile, followed by Colombia's Cerro Matoso nickel mine
in October and South Africa Manganese in February 2025. He
returned to Hermosa in February and June 2025.
Our Board formally engages with management via presentations to
Board meetings, and lunch and learn sessions. Topics in FY25
included cybersecurity, artificial intelligence, the management of
sexual harassment and an update from the marketing team with a
focus on India.
Our CEO and Lead Team connect regularly with our employees to
share updates and take questions on business results,
developments, our performance (including safety performance),
our portfolio, and strategy and culture. This includes regular Group-
wide live calls and town halls.
Group-wide emails are sent in English, Spanish and Portuguese to
accommodate our diverse workforce, while other updates including
stories and videos are regularly shared via internal communications
channels.
In May 2025, videos celebrating South32's first 10 years were
published on our intranet, as was the latest in our ‘Conversations
with the Board’ series, where Sharon Warburton shared her
background, career history, and reasons for joining our Board.
Find out more about our stakeholders and our approach to industry
association participation in our Sustainability Databook 2025 at
www.south32.net.
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Governance continued
BOARD APPOINTMENT, RENEWAL AND
EVALUATION
Director appointment process and Board renewal
The Nomination and Governance Committee oversees succession
planning for the Board, Board Chair, Board Committees, Committee
Chairs and the CEO. The Committee recommends to the Board
candidates it considers appropriate for appointment to the Board
and oversees the evaluation of prospective candidates, including
that appropriate checks are undertaken – such as character,
experience, education, criminal record and bankruptcy checks,
using an external firm as required.
Once selected, the successful candidate is offered a letter of
appointment setting out the terms and conditions of their
appointment, including fees payable and that the Director will
supply services personally (and not through an entity associated
with the Director).
In FY25, the Nomination and Governance Committee identified two
additional Non-Executive Directors, Ms Mandla Msimang and Mr
Stephen Pearce, who were appointed on 1 February 2025. Mr
Pearce has more than 20 years' experience as a director of public
companies and more than 35 years of financial and commercial
experience in the mining, oil and gas, and utilities industries. Ms
Mandla Msimang is an executive with more than 20 years of
information and communications technology experience.
Directors appointed by the Board (excluding the CEO) must stand
for election at the following AGM. Directors then retire and seek
re-election, generally at every third AGM following their election or
most recent re-election. The Nomination and Governance
Committee assesses the performance and time commitments of
each Director due to stand for election or re-election, and endorses
to the Board whether it should recommend to shareholders that
they vote in favour of the election or re-election of each relevant
Director.
The Company provides shareholders with all material information
known to the Board and relevant to a decision on whether or not to
elect or re-elect that Director in the Notice of AGM, made available
at www.south32.net.
Our Board has recommended that shareholders elect Ms Msimang
and Mr Pearce at our 2025 AGM. Information relevant to the
election of these Directors, including the basis for the Board’s
recommendation, will be included in our 2025 Notice of AGM, which
will be made available at www.south32.net. Mr Frank Cooper and
Dr Futhi Mtoba will retire by rotation at our 2025 AGM, and will not
be standing for re-election.
Director induction
Directors participate in a comprehensive induction program when
they join our Board, which is tailored for their background,
experience, and the Committee position(s) they will hold. This
includes briefings from management on significant business and
legal issues, current and future projects, economic conditions, and
the regulatory environments in which we operate.
Evaluating Board performance
The Nomination and Governance Committee oversees the
performance evaluation process for the Board, Committees, and
individual Directors. An evaluation of at least one of the Board,
Committees or individual Directors is undertaken annually and may
be internally or externally facilitated.
The evaluation process generally includes a combination of:
– Interviews with, or self-assessments by, Directors on their
individual performance and the effectiveness of the Board and
Committees;
– Peer reviews of each Director’s contributions to the Board and
relevant Committees; and
– Feedback from management on issues relevant to the
performance evaluation.
Performance evaluation results are considered by the Nomination
and Governance Committee. Where individual Director
performance is assessed each Director is provided feedback on
their strengths, opportunities to make enhanced contributions and
potential areas for further professional development.
Board, Committee and Director evaluation
Directors recognise the continued effort required to maintain the
Board’s high performance, the ongoing work to enhance the
Board’s composition and preparation for the future. To date, our
Board has alternated year-on-year between an externally
conducted formal evaluation and an informal evaluation,
coordinated internally. These activities are also supplemented by
the annual review of the independence of Directors, and
consideration of the Board skills as a collective.
For 2025, an informal evaluation of the Board was undertaken,
including Committee effectiveness and Director check-in which
drew on the 2024 external evaluation recommendations and
actions. The process included an online survey completed by
Directors, Lead Team members and select management.
The evaluation was conducted by our Company Secretariat team
and the Chair. The evaluation results were reviewed by our Chair,
discussed by the Nomination and Governance Committee as a
collective, and by the Chair individually with each Director. The
evaluation results found that our Board remains high performing
and operates with a healthy culture, where trust and cohesion is
high both within the Board and in interactions with management.
While the Board considers that it has an appropriate spread of
skills, diversity, experience and knowledge, Directors
acknowledged that Board composition remains a focus area to
ensure it remains appropriate for the Company’s size, operations
and strategy. The results highlighted the value of in-person Board
Programs to facilitate discussions and site visits to support
interactions and better understanding and visibility of workplace
culture.
For further details refer to our Executive reward practices and our
Non-Executive reward practices in our Remuneration Report on
pages 141 and 154 respectively.
Strategic report Governance Financial report Resources and reserves Information 115
BOARD SKILLS, KNOWLEDGE AND EXPERIENCE
The Board annually reviews the skills it considers it requires on the Board to address existing and emerging business and
governance issues relevant to the entity.
The skills of our Directors as individuals and as a group are evaluated against those required skills, and this is documented in our Board
skills matrix.
The process includes a Director self-assessment, followed by moderation by the Chair and CEO to ensure the matrix reflects the skills of
the Board as a collective, and the results are incorporated into the Board’s composition review and succession planning. If skills gaps are
identified they help inform focus areas for our Board’s continuing education program.
Having reviewed the 2025 Board skills matrix set out on the following pages our Board remains satisfied that, as a collective, it has the
skills, knowledge and experience needed to discharge its role and responsibilities and that there are no immediate gaps that require
addressing. Moreover, it considers that it has the capabilities necessary to effectively lead and govern the Group, engage in strategy and
deal with new and emerging business and governance issues.
2025 Board skills matrix
Collective Board Skill Level
Description Relevance to South32
Leadership and culture
Leadership and corporate governance
Senior executive role or substantial board experience
in a listed company, with a proven track record of
leadership and overseeing culture and a demonstrable
understanding of and commitment to high standards
of corporate governance.
Demonstrating leadership and overseeing our
corporate governance practices are key
responsibilities of our Board. Our Board also oversees
that our culture aligns with our purpose, values and
strategy.
People and remuneration
Experience leading large, diverse, geographically
distributed workforces, including talent planning,
setting remuneration frameworks that attract and
retain talent, and promoting diversity, equality and
inclusion.
Our people are the foundation of our success, and we
need to attract, retain, develop and motivate talent.
Our Board oversees that our remuneration and
benefits framework aligns with our purpose, strategy
and values to drive desired culture and business
outcomes and attracts and retains key talent.
Industry
Mining and metals
Senior executive role or substantial board experience
in a mining and metals company, from exploration
through to the development and operations stages of
mining and metals projects. Expertise in geological,
engineering or geoscience matters.
Directors with expertise in geology, mining (open pit
and/or underground) and the production of our key
commodities contribute to our Board’s evaluation of
risks and opportunities as they relate to our
operations, the mining industry and the markets in
which we operate.
Smelting and processing
Senior executive role or substantial board experience
in a company involved in the smelting, refining and/or
processing of natural resources. Experience in
smelting or extractive metallurgy.
Directors with expertise in smelting and extractive
metallurgy contribute to our Board’s evaluation of risks
and opportunities as they relate to our operations, the
mining industry and the markets in which we operate.
Commodity and value chain
End-to-end commodity value chain knowledge and
experience, including understanding of marketing,
consumers, market demand drivers (including specific
geographic markets) and key aspects of responsible
commodity value chain management.
Directors with commodity value chain knowledge and
experience, including knowledge of related social and
environmental impacts, contribute to our Board’s
assessment of our response to evolving market
conditions.
Highly skilled – having or demonstrating a high degree of knowledge or skill; high level of expertise/mastery and experience in work that requires that skill.
Skilled – having or showing the knowledge, ability, or training to perform a certain activity or task well; trained or experienced in work that requires that skill.
Knowledgeable – well-informed, well conversant in the area in which he or she has gained knowledge and understanding.
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Governance continued
Collective Board Skill Level
Description Relevance to South32
Industry continued
Technology, digital and innovation
Understanding of the risks and opportunities of
technology and innovation, including how related
developments may be leveraged to drive
transformation and respond to digital disruption.
Directors with knowledge of the risks and
opportunities of technology (including digital
technology risks such as cybersecurity and data
protection) and innovation (such as artificial
intelligence), as they relate to our business and across
other industries, support our Board in assessing how
we can leverage related developments to implement
change, manage risk and realise opportunities.
Commercial capability
Strategy
Experience in long-term strategy development,
implementation or oversight, including establishing
effective capital management frameworks and
identifying and responding to strategic risks and
opportunities.
Our Board oversees the development and delivery of
strategy and that our allocation of capital supports our
strategic goals. As we continue to develop our
portfolio we will draw from Directors’ previous
experience, particularly at other companies that face
long industry cycles and commodity price volatility.
Financial acumen
Proficiency in financial accounting and reporting,
understanding of key drivers of financial performance
and the capability to evaluate the adequacy of
financial and risk controls.
Our Directors must be able to understand the financial
drivers of our business and evaluate our financial
statements and other periodic corporate reports,
including how sustainability factors can impact
financial performance and responsibly create long-
term value.
Capital projects
Experience with projects involving large-scale capital
outlays and long-term investment horizons in the
planning and execution phases.
Our Board needs to consider all project risks and
returns in the context of our strategy and capital
management framework.
Corporate development
Experience in business development, equity and debt
funding strategies, capital and debt raising and other
complex corporate transactions including mergers,
acquisitions and divestments.
Directors with experience assessing complex business
transactions contribute to our Board’s evaluation of
corporate development opportunities to support value
creation and drive competitive advantage.
Global business experience
Geographic experience
Experience working in multiple geographies,
understanding of global markets and exposure to
diverse political, economic, cultural and regulatory
business environments.
Strong knowledge of the markets we operate in now
and those we may enter in the future, contributes to
our Board’s oversight of strategy.
Highly skilled – having or demonstrating a high degree of knowledge or skill; high level of expertise/mastery and experience in work that requires that skill.
Skilled – having or showing the knowledge, ability, or training to perform a certain activity or task well; trained or experienced in work that requires that skill.
Knowledgeable – well-informed, well conversant in the area in which he or she has gained knowledge and understanding.
Strategic report Governance Financial report Resources and reserves Information 117
Governance and Compliance
Risk management
Experience implementing or overseeing robust risk
management frameworks in large or medium-sized
organisations with global operations, and the ability to
identify, understand and oversee the management of
existing, new and emerging material and strategic
risks.
Our Board needs to be able to assess the adequacy of
our risk management framework and evaluate
management’s response to material and strategic
risks.
Public policy
Experience focused on public policy and interacting
with regulators.
Our Board needs to know what we can or should do to
shape public policy, as well as how public policy
changes may impact our strategy.
Regulatory and legal compliance
Familiarity with legal and regulatory compliance
(including security exchanges) and experience
monitoring and responding to changing legal and
regulatory landscapes.
Our Board oversees our internal controls and systems
for monitoring ethical and legal compliance, including
our stock exchange listings. Our Board needs to be
aware of, and anticipate, legal and regulatory risks that
may impact our operations, performance or social
licence to operate.
Collective Board Skill Level
Description Relevance to South32
Sustainability
Health and safety
Knowledge and experience in physical and
psychological health and safety management,
performance and governance, and building a strong
safety culture.
Nothing is more important than the health, safety and
wellbeing of our employees, contractors, visitors and
communities. Our Board oversees that our approach
to health and safety, culture and governance supports
our commitment to provide and maintain a safe
workplace.
Environment and climate change
Demonstrable understanding of the key
environmental risks and opportunities for a global
mining company, including fluency in the implications
of climate change.
We recognise the importance of managing climate
and nature-related risks and opportunities, and our
Board oversees that these factors are integrated into
our strategy, including mitigation and adaptation, and
the availability and protection of natural resources
such as water, air, biodiversity and ecosystems, not
only for our business but all relevant stakeholders.
Social performance
Experience managing or overseeing the social impacts
of business operations and partnering with
communities and other stakeholders to minimise
adverse impacts and create lasting social and
economic value.
Working with our communities and other stakeholders
to create shared value and achieve our shared goals is
integral to our purpose. Our Board oversees that our
approach to social performance and related
governance is in line with our purpose and supports
our objectives to create lasting social and economic
value where we operate, preserve cultural heritage
and respect human rights.
Highly skilled – having or demonstrating a high degree of knowledge or skill; high level of expertise/mastery and experience in work that requires that skill.
Skilled – having or showing the knowledge, ability, or training to perform a certain activity or task well; trained or experienced in work that requires that skill.
Knowledgeable – well-informed, well conversant in the area in which he or she has gained knowledge and understanding.
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Governance continued
Supplementing the Board’s skills and experience
Our Board understands it must continue to educate itself on the
key issues, risks and opportunities facing our business, and
evolving community, societal and stakeholder expectations.
Our Board supplements its skills and experience with the expertise
of management and external subject matter experts and advisers.
Director continuing education
Our program of continuing education for Directors, as overseen by
the Nomination and Governance Committee, is designed to
enhance the capabilities of our Board across a number of areas.
Topics are identified by the Company Secretary, management and
Directors. This includes:
– Management presentations and discussions on safety and our
culture;
– Operational updates and site visits to our operations and local
communities;
– Updates on corporate governance trends, developments and
issues;
– Briefings on sustainable development topics;
– Sessions on cultural heritage and engagement with Indigenous,
Traditional and Tribal Peoples, and training on cultural
awareness;
– Opportunities to engage with other Directors, Lead Team
members and key personnel;
– External briefings on select matters or topics;
– Internal compliance training on our Code, anti-bribery and
corruption, continuous disclosure, competition law and human
rights;
– Opportunities to participate in external courses and
conferences, including those offered by the Australian Institute
of Company Directors; and
– Other reports and updates as required.
BOARD AND COMMITTEE MEETINGS
Board meetings
There are 10 scheduled meetings of our Board each year and
Committee meetings are also held during this time. Additional
meetings are convened as required to address business-critical
issues.
During FY25, there were 14 Board meetings. Six of these were held
face-to-face at one of our offices or geographic areas of operation.
The additional non-scheduled meetings were held to consider
Board and CEO succession and operational impacts including
environmental approvals at Worsley Alumina and the civil unrest at
Mozal Aluminium.
Our Chair sets the agenda for each Board meeting, with the CEO
and the Company Secretary. The meetings typically include:
– Minutes of the previous meeting and matters arising;
– Report from our Chair;
– Update on governance matters;
– CEO’s report;
– Operational performance;
– Taylor execution update;
– Finance report;
– Commercial report;
– Reports on major projects and strategic matters;
– Board Committee Chair reports;
– Continuous disclosure checkpoint; and
– Closed sessions with Directors and closed sessions with Non-
Executive Directors only.
Our Directors receive regular updates from management on a
range of issues including safety (with a broad focus covering both
physical and psychosocial safety, as well as sexual harassment),
climate change, nature, evolving regulations and policy
developments, workplace culture, inclusion and diversity, cultural
heritage, community matters, business integrity, and litigation.
Additionally, they receive reports for discussion on operational
performance, corporate culture and leadership, corporate
governance, and other business matters, including market updates
and research.
In between meetings, our Board receives regular reports from
senior management on matters, including (but not limited to):
– Sustainability (including health and safety) performance;
– Financial and production performance;
– Cybersecurity and privacy;
– Government relations and political affairs;
– Investor relations hosted engagements (including ESG updates);
– Project updates (including pending investment decisions) and
other significant business imperatives;
– Market and commodity updates; and
– Relevant media coverage.
Strategic report Governance Financial report Resources and reserves Information 119
Board committee meetings
Our Board has established four standing Committees:
– Nomination and Governance Committee;
– Remuneration Committee;
– Risk and Audit Committee; and
– Sustainability Committee.
When considered appropriate, our Board also convenes ad hoc committees to preside over particular matters.
Each standing Committee works within its Terms of Reference and operates in accordance with Board-approved committee processes
and procedures. Each of the Committee’s Terms of Reference was reviewed and updated in FY25 and they are available at
www.south32.net.
Each Committee Chair reports to the Board on its activities and material matters arising out of Committee meetings and considers if any
should be advised to any other Committee.
All Directors are invited to attend and encouraged to participate in Committee meetings, provided there are no potential or actual conflicts
of interest. All Directors generally attend all Committee meetings.
The external audit engagement partner has a standing invitation to attend Risk and Audit Committee meetings, including to discuss audit
results. The Risk and Audit Committee can, and does, meet with the external auditor, with and without management present.
Our Company Secretary
Claire Tolcon (LLB, BComm, FGIA, GAICD) is our Vice President Legal and Company Secretary. She was appointed Company Secretary on 30
October 2020 and Vice President Legal in 2024. Claire joined South32 in 2017 and was a corporate lawyer in our legal team before moving
into Company Secretariat. Before joining South32, Claire was a partner of a corporate law firm in Perth, then held the role of General
Counsel and Company Secretary for a number of ASX-listed entities. She holds a Bachelor of Laws and Bachelor of Commerce from
Murdoch University, a Graduate Diploma of Applied Finance and Investment from Kaplan Business School and is a Fellow of the
Governance Institute of Australia.
Our Company Secretary, through the Chair, is accountable to the Board on all matters relating to the proper functioning of the Board and
its Committees. You can find more information about the Company Secretary’s responsibilities in the Board Charter at www.south32.net.
Board and Committee Meeting attendance in FY25
Committee
Appointments Board
Nomination and
Governance Committee
Remuneration
Committee
Risk and Audit
Committee
Sustainability
Committee
Attended / Eligible Attended / Eligible Attended / Eligible Attended / Eligible Attended / Eligible
K Wood AM (Chair)
14 / 14 8 / 8 8 / 8 11 / - 8 / -
G Kerr
14 / 14 8 / - 8 / - 11 / - 8 / -
F Cooper AO
14 / 14 8 / 8 8 / 8 11 / 11 8 / -
X Liu
14 / 14 8 / 8 8 / - 11 / 11 8 / 8
C Mesquita
14 / 14 8 / 8 8 / - 11 / - 8 / 8
M Msimang
3,4
5 / 5 3 / 2 3 / - 7 / 2 3 / 2
N Mtoba
14 / 14 8 / 8 8 / - 11 / 11 8 / -
J Nelson
14 / 14 8 / 8 8 / - 11 / - 8 / 8
W Osborn
14 / 14 8 / 8 8 / 8 11 / - 8 / 8
S Pearce
5,6
5 / 5 3 / 2 3 / 2 4 / 2 3 / -
K Rumble
7
6 / 6 4 / 4 4 / 4 6 / - 4 / 4
S Warburton
14 / 14 8 / 8 8 / - 11 / 11 8 / -
C Chair Nomination and Governance Committee Remuneration Committee Risk and Audit Committee Sustainability Committee
Attended indicates the number of Board or Committee meetings the Director attended.
Eligible indicates the number of Board or Committee meetings held while the Director was a Board or Committee member.
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South32 Annual Report 2025
Governance continued
3.
Ms Mandla Msimang was appointed to the Board on 1 February 2025.
4.
Ms Mandla Msimang was appointed to the Nomination and Governance Committee, Risk and Audit Committee and Sustainability Committee on 1 March 2025.
5.
Mr Stephen Pearce was appointed to the Board on 1 February 2025.
6.
Mr Stephen Pearce was appointed to the Nomination and Governance Committee, Remuneration Committee and Risk and Audit Committee on 1 March 2025.
7.
Mr Keith Rumble served on the Board from 27 February 2015 until he retired on 24 October 2024.
C
C
C
C
NOMINATION AND GOVERNANCE COMMITTEE
Assists the board with reviewing its composition and evaluating its performance, succession planning and oversight of the
Group's corporate governance practices.
Composition requirements:
√ Minimum three members
√ Non-Executive Directors only
√ Majority independent Directors
√ Independent Director as Chair
Members:
– Ms K Wood AM (Chair)
– Mr F Cooper AO
– Dr X Liu
– Mr C Mesquita
– Ms M Msimang (from 1 March
2025)
– Dr N Mtoba
– Ms J Nelson
– Mr W Osborn
– Mr S Pearce (from 1 March 2025)
– Mr K Rumble (until 24 October
2024)
– Ms S Warburton
The Committee’s responsibilities include:
– Making recommendations to the Board
on matters of corporate governance,
including any proposed changes to
existing structures or practices;
– Reviewing the size and composition of
the Board, including the mix of skills,
competencies, experience,
independence, knowledge and diversity;
– Overseeing succession planning for the
Board, Board Chair, Committees,
Committee Chairs, CEO, Lead Team,
identified critical roles and key talent;
– Overseeing Board, Committee and
Director performance evaluation; and
– Overseeing the training and
development program for Directors,
including Director induction programs,
and to address potential gaps in skills,
competencies, knowledge and
experience.
FY25 key activities and focus areas:
– Considered Director, CEO and Lead
Team succession planning;
– Endorsed the appointments of Ms
Msimang and Mr Pearce as Non-
Executive Directors;
– Endorsed the composition of each
Board Committee;
– Maintained oversight of key talent within
the Group;
– Endorsed the FY24 Corporate
Governance Statement and 2024 Notice
of AGM;
– Endorsed the election and re-election of
Directors, taking into consideration their
performance, skills, experience,
independence and time commitments;
– Considered the results of the 2025
Board, Committee and Director
evaluation; and
– Considered the training and
development program for Directors as
set out in page 116.
REMUNERATION COMMITTEE
Assists the Board to oversee the Group's remuneration policy and the remuneration and benefits framework for all of South32.
Composition requirements:
√ Minimum three members
√ Non-Executive Directors only
√ Majority independent Directors
√ Independent Director as Chair
Members:
– Mr W Osborn (Chair)
– Mr F Cooper AO
– Mr S Pearce (from 1 March 2025)
– Mr K Rumble (until 24 October
2024)
– Ms K Wood AM
The Committee’s responsibilities include:
– Overseeing the Company’s
remuneration and benefits framework
and its application to the CEO, Lead
Team, Non-Executive Directors and
employees as a whole;
– Considering and endorsing to the Board
the remuneration arrangements for the
Chair and Non-Executive Directors;
– Overseeing and endorsing to the Board
the Remuneration Report and advising
on remuneration-related resolutions for
shareholder approval;
– Endorsing to the Board the annual
Business Scorecard and outcomes,
including for the CEO, and approving
outcomes for the Lead Team (as well as
application of any modifiers or
adjustments); and
– Determining annually whether awards
will be made under equity-based plans
and endorsing to the Board total
proposed awards for the CEO, and
approving awards for the Lead Team
and other employees under the plans.
FY25 key activities and focus areas:
– Endorsed the FY24 Remuneration
Report;
– Endorsed the FY24 Business Scorecard
outcome and the FY25 Business
Scorecard update;
– Endorsed the CEO’s FY24 performance
and remuneration outcomes and FY25
remuneration arrangements;
– Endorsed the FY26 Business Scorecard;
– Endorsed remuneration arrangements
for Mr Matthew Daley prior to his
appointment as Deputy CEO in February
2026, and later CEO;
– Endorsed the CEO’s FY24 equity grant
and approved the same for all other
employees;
– Endorsed Non-Executive Director fees;
– Endorsed the FY26 short-term incentive
performance metrics;
– Reviewed Lead Team total reward
against market data for select peers;
and
– Considered our gender and ethnicity
remuneration review outcomes and
actions to address identified issues.
Strategic report Governance Financial report Resources and reserves Information 121
RISK AND AUDIT COMMITTEE
Assists the Board to oversee the corporate reporting, risk management and assurance practices of the Group.
Composition requirements:
√ Minimum three members
√ Independent Non-Executive
Directors only
√ Independent Director, that is not
the Board Chair, as Chair
√ At least one member with
appropriate financial and
accounting expertise, and the
members of the Committee as a
whole must have sufficient
understanding of the industry in
which the Group operates
Members:
– Mr F Cooper AO (Chair)
– Dr X Liu
– Ms M Msimang (from 1 March
2025)
– Dr N Mtoba
– Mr S Pearce (from 1 March 2025)
– Ms S Warburton
The Committee's responsibilities include:
– Overseeing corporate reporting
processes designed to safeguard the
integrity of corporate reporting and
facilitate independent verification,
including the Annual Report and
financial statements;
– Reviewing and monitoring the reporting
of related party transactions;
– Reviewing asset valuation and
impairment trigger assessments and
making any necessary
recommendations to the Board;
– Monitoring and reviewing the
independence and performance of the
external auditor;
– Overseeing the effectiveness,
independence and objectivity of the
internal audit function, including the
implications of internal audit findings;
– Overseeing management’s
implementation of the system of risk
management (including internal
controls) having regard to the risk
appetite (and endorsing it for Board
approval);
– Reviewing any material incident
involving fraud or a breakdown of risk
controls and the ‘lessons learned’;
– Reviewing the effectiveness of the
Group’s policies, processes and
reporting systems for detecting,
reporting and preventing unethical,
unlawful and dishonest conduct, fraud,
breaches of anti-corruption laws, and
whistle-blowing;
– Overseeing the management of
cybersecurity, and reviewing the
effectiveness of systems and processes
for detecting, reporting and responding
to cybersecurity and information loss
risks;
– Recommending to the Remuneration
Committee appropriate metrics for any
risk management component of the
annual Business Scorecard for the CEO
and the Lead Team, and determining
the outcome for recommendation to the
Remuneration Committee; and
– Assisting the Board with matters
pertaining to capital management,
litigation, acquisitions and divestments,
mineral resource and reserve estimates
and tax affairs of the Group.
FY25 key activities and focus areas:
– Endorsed the FY24 Business Scorecard
outcome to the Remuneration
Committee;
– Endorsed the proposed FY26 Risk
management Scorecard measures to
the Remuneration Committee;
– Endorsed the FY24 financial statements
and Directors’ Report, and the FY25 half-
year results;
– Endorsed the Risk Monitoring Report,
and considered the Risk and Assurance
Framework;
– Considered the internal audit reports
and monitored the FY25 internal audit
plan, approved the FY26/FY27 internal
Audit Plan, and approved the external
audit plan;
– Provided oversight of the tax issues
affecting the Group and its operations;
– Approved the FY25 Sustainability
External Assurance approach and
scope;
– Considered management updates on
cybersecurity and privacy issues, the
litigation report, and workplace
behaviour reports;
– Reviewed and recommended an
impairment expense of US$554 million
for Worsley Alumina, reflected in our
FY24 financial results, as a result of
increased uncertainly created by the
Western Australian Environmental
Protection Authority's recommended
conditions in relation to mining
expansion and associated challenging
operating conditions;
– Approved the Tax Risk Management
Policy;
– Reviewed and endorsed amendments
to the internal Risk Appetite
Statements; and
– Made recommendations on capital
management matters, including
dividends and expansion of the capital
management program by US$200
million.
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South32 Annual Report 2025
Governance continued
SUSTAINABILITY COMMITTEE
Assists the Board to oversee the sustainability management, performance, assurance and reporting practices of the Group.
Composition requirements:
√ Minimum three members
√ Non-Executive Directors only
√ Majority independent Directors
√ Independent Director as Chair
Members:
– Dr X Liu (Chair)
– Mr C Mesquita
– Ms M Msimang (from 1 March
2025)
– Ms J Nelson
– Mr W Osborn
– Mr K Rumble (until 24 October
2024)
The Committee’s responsibilities include:
– Reviewing and monitoring the adequacy
and effectiveness of the management
systems and frameworks associated
with material sustainability matters;
– Overseeing the processes for identifying
and managing the Group’s sustainability
risks and opportunities;
– Overseeing management’s processes
for compliance with applicable
sustainability-related laws, regulations,
and other requirements;
– Reviewing and endorsing for Board
approval the Group’s material public
sustainability positions, goals and
targets, and monitoring the Group’s
performance against those positions
and targets;
– Advising the Risk and Audit Committee
on material sustainability-related risks;
– Overseeing the sustainability-related
risks and opportunities and monitoring
the performance of the Group in regard
to health, safety and wellbeing, climate
change, social performance and
business ethics;
– Overseeing nature-related risks and
opportunities;
– Reviewing and endorsing to the Board
external corporate reports which refer
to sustainability-related or nature-
related risks and opportunities; and
– Reviewing and endorsing the scope of
the external assurance for sustainability
reporting to the Risk and Audit
Committee.
FY25 key activities and focus areas:
– Considered the findings of significant
health and safety event investigations;
– Endorsed the sustainability component
of the FY24 Business Scorecard and the
proposed FY25 long-term incentive
climate change strategic measures;
– Endorsed our Sustainable Development
Report, Sustainability Databook and
Modern Slavery Statement for FY24;
– Endorsed our Sustainable External
Assurance scope and the FY24
Sustainability Assurance Summary
Report;
– Considered updates on performance
against our CCAP 2022 and the
development of our CCAP 2025;
– Considered the sustainability-related
outcomes of the internal audit report
and the risk management framework
overview; and
– Considered sustainability matters such
as climate change performance,
environmental approvals, operational
environmental management, health and
safety, and Our Approach to Nature.
SUSTAINABILITY GOVERNANCE
To read about sustainability governance go to page 29 in the Sustainability section of this report.
To read about climate governance go to page 29 of our Climate Change Action Plan 2025.
Strategic report Governance Financial report Resources and reserves Information 123
CORPORATE ETHICAL STANDARDS
Our Code
Our Code outlines the standards of behaviour expected of our employees, contractors, executive management, Directors, suppliers
and joint venture partners operating on our behalf. Employees must complete comprehensive Code training every three years, and
undertake an annual online assessment.
Speak Up
Our Speak Up Policy
encourages anyone to report a
business conduct concern. It
outlines how to do so, what
happens when a report is made,
and how we will protect the
reporter. Reports can be
anonymous and we do not
tolerate any form of retaliation
against a reporter.
Our Risk and Audit Committee
is informed of material incidents
reported, and material concerns
under the Policy are reported to
our Board.
Our employees are also
encouraged to be Active
Bystanders, calling out
inappropriate workplace
conduct.
All reported sexual harassment
events are investigated. From
FY25, we have enhanced
reporting so the CEO and
Sustainability Committee are
regularly updated on the
management of sexual
harassment risks, including
notification of any events.
Anti-bribery and
corruption
Our Code prohibits fraud,
bribery and corruption in any
form, and requires compliance
with applicable anti-bribery and
corruption (ABC) laws wherever
we conduct business.
Our Code is supported by our
ABC Policy and our global risk-
based ABC compliance
program.
Employees identified as being
at higher risk of exposure to
bribery and corruption are
required to complete our ABC
compliance training, with
refresher training provided in
accordance with our internal
training plans.
Our Board and the Risk and
Audit Committee are informed
of material ABC concerns,
including material breaches of
our ABC Policy and related
procedures.
Competing fairly
Our Code requires that we
compete fairly, ethically and in
compliance with applicable
competition laws across the
world. It also outlines the
requirement that we actively
engage and cooperate with
competition authorities.
Our Code is supported by our
risk-based competition law
compliance program, which
includes training of people in
higher-risk roles.
Conflicts of interest
Our Code expects us to act in
the best interests of the Group
and not to be in conflict with
those interests.
It also sets out our
responsibilities for identifying,
avoiding, declaring, and
resolving actual, potential, or
perceived conflicts of interest.
Under Australian law, directors
have a duty to avoid conflicts of
interest.
In accordance with the Board
Charter, our Directors are not
permitted to take an action that
has the effect of prioritising
their interests over the interests
of the Company.
Breaches of Our Code
We view a breach of our Code as a serious matter. Actions and
behaviours misaligned to our expected behaviours and our
Code are managed through our disciplinary processes which
may, and have, resulted in disciplinary action up to and
including dismissal.
Our Business Conduct Committee, made up of senior leaders,
provides guidance and oversight on material business conduct
concerns. Such concerns are reviewed by our Business Conduct
Committee, with a focus on consistent application of our Code
and disciplinary outcomes.
Significant events (i.e. those which exceed a pre-defined
materiality threshold) are reported in more detail to the
Business Conduct Committee and relevant Board Committee.
In addition, we report on workplace behaviours bi-annually to
the Risk and Audit Committee.
Dealing in securities
Our Securities Dealing Policy provides guidance on dealing in
our securities, inside information, and the prohibition on insider
trading. It applies to our Directors, officers, employees,
contractors and secondees.
It specifically prohibits Directors and Lead Team members
from:
– Trading in derivative products issued over or in respect of
our securities;
– Dealing in our securities on a short-term trading basis;
– ‘Short selling’ our securities;
– Entering into margin lending or other secured financing
arrangements with respect to our securities; or
– Entering into any hedging arrangement that limits their
exposure to our securities.
Learn more about our Code (including our Speak Up Policy, competing fairly and conflicts of interest) and our Anti-bribery and Corruption Policy, in a
variety of languages, at www.south32.net.
124
South32 Annual Report 2025
Governance continued
INCLUSION AND DIVERSITY
We embrace and celebrate differences. We know an inclusive
and diverse workforce is safer and allows for greater
collaboration, innovation and performance, and we are
committed to building a workforce that reflects the
communities in which we operate.
Our approach to this is overseen by our Board and is governed by
our Inclusion and Diversity Policy which applies to our Board
(including its Committees), employees and third parties who act on
behalf of South32, and those operations that are operated by
South32.
The Policy is implemented through:
– Board-approved measurable objectives for inclusion and
diversity;
– An annual inclusion and diversity action plan, approved by our
CEO, which defines our Group-level inclusion and diversity goals
for the financial year, aligned to our measurable objectives; and
– Our internal inclusion and diversity standard, which outlines the
minimum requirements and expected practices across our
people management systems, including recruitment, talent
management and training, to create an inclusive culture and
promote performance.
Additionally, the Remuneration Committee biennially reviews
employee remuneration by gender and ethnicity and actions taken
by management to address any identified issues. The Board also
conducts this review with regard to the outcomes of the relevant
Workplace Gender Equity Agency review.
The Nomination and Governance Committee assists the Board to
review its composition, including the diversity represented by
Directors.
Promoting leadership inclusion and diversity
We advocate for the benefits of inclusion and diversity within and
beyond South32. For example:
– We are a signatory to HESTA 40:40 Vision, an investor-led
initiative to achieve gender balance in executive leadership
across all ASX300 companies by 2030;
– Our CEO is a member of CEOs for Gender Equity;
– Our Chair is a member of 30% Club Australia, which aims to
achieve a minimum of 30% gender balance at all senior decision-
making tables across Australia, and serves as an ambassador
for the Australian Indigenous Education Foundation which
provides scholarship funding and career support for Indigenous
students;
– Our Chair, Non-Executive Directors Dr Xiaoling Liu and Ms
Sharon Warburton, and four of our Lead Team are members of
Chief Executive Women (Australia) (CEW). This group works to
engage and influence all levels of Australian business and
government to achieve gender balance, and several of our
employees complete the CEW Leaders Program each year;
– Our Non-Executive Director Ms Jane Nelson is Co-Chair of the
Business Commission to Tackle Inequality, which aims to
address inequality and generate shared prosperity in the private
sector; and
– All operations and many of our corporate locations have an
inclusion and diversity committee focused on progressing local
initiatives.
Learn more
– Our vision for diversity considers a broad definition of difference, including but not limited to gender, ethnicity, nationality,
cultural background, geographic location, language/accent, religious beliefs, socioeconomic background, neurodiversity,
disability, physical attributes, appearance, age, education, family responsibilities and sexuality.
– To find out how we embed inclusion and diversity into our culture and ways of working, about our inclusion and diversity
measurable objectives and how we have performed against these, and our diversity metrics, go to People and Culture in the
Sustainability section on page 33.
– Read our Inclusion and Diversity Policy at www.south32.net.
Strategic report Governance Financial report Resources and reserves Information 125
OTHER GOVERNANCE MATTERS
Risk management
Our Risk Management Policy sets our approach to risk
management so our strategic direction is appropriate in light of the
economic, social, political, legal and regulatory environments in
which we operate.
Our Board approves the risk appetite developed by management
and reviews our risk profile, determining the nature and extent of
risks we are prepared to take in the pursuit of our objectives.
The Risk and Audit Committee reviews any significant changes to
material and strategic risks identified by management and
considers whether they remain within the risk appetite.
The Risk and Audit Committee also assists our Board to review the
adequacy of our risk management framework to satisfy itself that it
continues to be sound and that South32 is operating with due
regard to the risk appetite set by the Board.
The results of these reviews, which are conducted at least annually,
are reported to the Board. The FY25 review assessed our risk
management framework as effective.
Designing and improving the effectiveness of risk management is
performed by our Group Risk & Governance function which is
overseen by our Vice President Health, Safety and Asset
Management. Oversight of the effectiveness of our risk
management framework is conducted by our Group Assurance
function which reports functionally to our CFO.
Both the Group Manager Assurance and Vice President Health,
Safety & Asset Management are standing attendees at Risk and
Audit Committee meetings.
Internal audit
The Group Assurance function conducts internal audit reviews,
evaluating and identifying areas where management should
improve the effectiveness of its risk management, control,
compliance and governance processes. When conducting these
reviews, the function is supported by a combination of internal and
external resources.
The Risk and Audit Committee oversees the effectiveness,
independence and objectivity of the Group Assurance function
including approving the annual internal audit plan. The Group
Manager Assurance meets with the Risk and Audit Committee on a
periodic basis without the presence of management.
Learn more
– Our Risk Management Policy can be found at
www.south32.net.
– Details about our current strategic risks, and our
three lines of accountability for risk management, are
in our Risk management section on page 64.
– Our approach to managing the sustainability aspects
of our risks is in the Sustainability section on page 29.
Corporate reporting matters
Before approving the financial statements for each half year and
full year, the Board receives a declaration from the CEO and CFO
stating that:
– In their opinion, the Group’s financial records have been properly
maintained and that the financial statements comply with the
relevant accounting standards and give a true and fair view of
the Group’s financial position and performance; and
– The opinion has been formed based on a sound system of risk
management and internal control which is operating effectively.
Verification
We complete a documented internal verification of our periodic
corporate reports that are released to the stock exchanges on
which our shares are listed, including those corporate reports that
are not audited or reviewed by external auditors.
The content of these corporate reports is verified with reference to,
as appropriate, reliable, written source materials and data or sign-
off from the identified content owner and progresses through a
hierarchy of reviews and approvals before release to the relevant
exchange.
Financial reporting risk is a focus area for our Board, the Risk and
Audit Committee and our Lead Team, and the effectiveness of our
internal controls for managing financial reporting risk is reviewed
regularly. Even effective controls can only provide reasonable
assurance of attaining their design objectives.
Information about our financial risk management objectives and
policies is set out in Note 19. Financial risk management objectives
and policies to the financial statements on page 207.
Market disclosure
Our Market Disclosure and Communications Policy governs our
commitment to continuous disclosure to keep the market fully
informed and provide all investors with equal and timely access to
material information. The Policy, as approved by our Board, sets out
the roles and responsibilities to achieve compliance with our
disclosure obligations.
Announcements are subject to approval protocols set out in the
Policy. Our Board is responsible for compliance with our disclosure
obligations and approves market announcements about certain
matters. The Board receives copies of other material
announcements promptly after their release.
Read the Market Disclosure and Communications Policy at
www.south32.net.
126
South32 Annual Report 2025
Governance continued
OUR LEAD TEAM COMPOSITION
We measure our inclusion and diversity progress through a set of measurable objectives which are approved annually by our
Board. One of these objectives is to maintain representation of women in our Lead Team at a minimum of 40%.
Gender diversity
8
(all Lead Team and Company Secretary)
5
4
Female
Male
LEAD TEAM APPOINTMENTS
Appointment process
Appointments to the Lead Team are approved by our Board and
appropriate checks are undertaken prior to appointment.
Lead Team members are employed directly under a written
executive services agreement, which sets out their role and
responsibilities and the terms and conditions of their employment.
FY25 changes
With the announcement of the retirement of Katie Tovich in May
2025 (effective from 1 September 2025), changes were made to our
Lead Team during FY25, with Katie (formerly Chief Human
Resources and Commercial Officer) transitioning accountability for
Supply and Commercial to Erwin Schaufler (formerly Chief
Technical Officer). As a result of this change in accountabilities,
Katie and Erwin's titles were changed to Chief Human Resources
Officer and Chief Technical and Commercial Officer respectively.
Responsibility for Human Resources will transfer to Kelly O'Rourke
(Chief Legal, External Affairs and Sustainability Officer) on 1
September 2025.
Following an extensive global CEO succession and evaluation
process, the Board identified Matthew Daley to assume the role of
CEO when Graham Kerr steps down from the role in 2026. In the
interim, Mr Daley will be appointed Deputy CEO on 2 February
2026, and as a member of the Lead Team.
Ethnicity
8
(all Lead Team and Company Secretary)
6
2
1
White British or other White (including
minority-white groups)
Mixed/Multiple ethnic groups
Asian/Asian British
LEAD TEAM EVALUATION
Evaluation process
On recommendation of the Remuneration Committee, our Board
annually evaluates the CEO’s performance and approves the CEO’s
individual performance score, including outcomes and awards to
be made under our short-term incentive (STI) and long-term
incentive (LTI).
The individual performance of Lead Team members is evaluated
annually by our CEO as part of the Group’s employee performance
review process and the Remuneration Committee considers and
approves the outcomes and awards to be made to them under the
STI and LTI.
FY25 evaluation outcomes
For FY25, the performance of the CEO was reviewed by the
Remuneration Committee and approved by the Board. The
performance of other members of the Company’s Lead Team
during FY25 was reviewed by the CEO and approved by the
Remuneration Committee.
For further details refer to FY25 Executive KMP remuneration
outcome summary in our Remuneration Report on page 139.
For further details on our Executive reward practices also in our
Remuneration Report on page 141.
Strategic report Governance Financial report Resources and reserves Information 127
8.
In accordance with the UK Listing Rules, Executive Management includes the Lead Team (our most senior executive body below the Board) and the Company Secretary, excluding
administrative and support staff.
OUR LEAD TEAM
Graham Kerr
BBUS, FCPA
Chief Executive Officer and
Managing Director
See page 106 for Graham Kerr’s
qualifications and experience.
Sandy Sibenaler
BCom, MFin, FCA, GAICD
Chief Financial Officer
Sandy Sibenaler joined South32
in 2021 and became our Chief
Financial Officer in April 2023.
Sandy has responsibility for
Financial Reporting,
Management Reporting,
Treasury, Business Evaluation,
Tax, Investor Relations, Group
Assurance, Digital Technology
and Global Business Services.
Prior to this role, Sandy was our
Vice President Finance.
Sandy has more than 20 years
of treasury, finance and
commercial experience in the
resources sector. Prior to
joining South32, she held a
number of senior finance and
commercial roles at Woodside
and BHP including Vice
President of Treasury and
Insurance, General Manager
Logistics and Finance
Reporting Manager.
Sandy holds a Bachelor of
Commerce from the University
of Western Australia, a Master
of Finance from Kaplan
Business School, is a Fellow of
Chartered Accountants
Australia and New Zealand and
a Graduate of the Australian
Institute of Company Directors.
Vanessa Torres
BSc (Chemical), MEng, DEng,
GAICD
Chief Operating Officer
Australia
Vanessa Torres became our
Chief Operating Officer in
March 2024 and is responsible
for our Australian operations.
She joined South32 in 2018 as
our Chief Technology Officer,
and her role was broadened to
Chief Technical Officer in 2020.
Before joining South32,
Vanessa was Vice President
Operational Infrastructure for
BHP Western Australia Iron Ore.
She has over 30 years of global
mining experience across
Australia, Canada, Brazil, Peru
and New Caledonia, and has
held various senior roles at BHP
and Vale in strategy,
operations, projects and
business development. Her
multicommodity experience
spans base metals, bulk
materials, battery minerals and
precious metals.
Vanessa holds Doctorate and
Master degrees in Minerals
Engineering from the University
of Sao Paulo, and a Bachelor of
Science from the Federal
University of Minas Gerais,
Brazil. She was a Visiting
Scholar at the University of
British Columbia, Canada,
where her research focused on
the application of artificial
intelligence to the mining
industry. Vanessa is also a
Graduate of the Australian
Institute of Company Directors.
Noel Pillay
NHDP Mech Eng
Chief Operating Officer
Southern Africa and Colombia
Noel Pillay became our Chief
Operating Officer in October
2021 and is responsible for our
operations in Southern Africa
and Colombia.
Prior to this role, Noel was Vice
President Operations at
Worsley Alumina where he was
responsible for the operation’s
safety, production and cost
performance. Before his time at
Worsley Alumina, Noel was Vice
President Operations at Hillside
Aluminium in South Africa.
Before joining South32, Noel
worked for BHP from 1994 as a
Maintenance Engineer at
Hillside Aluminium and has held
several leadership roles in
Maintenance, Production,
Business Improvement and
Human Resources in South
Africa and Australia.
Noel is a trained Mechanical
Engineer and holds a National
Higher Diploma from the
University of Johannesburg.
128
South32 Annual Report 2025
Governance continued
Simon Collins
BE (Mining), MBA
Chief Development Officer
Simon Collins has been our
Chief Development Officer
since October 2018. He is
responsible for Exploration,
Corporate Development, Brazil
Alumina, Brazil Aluminium and
Sierra Gorda.
Simon has 30 years of
experience in the resources
industry in senior leadership,
commercial and business
development roles. Before
joining South32, he worked for
BHP for more than a decade,
providing leadership to
commercial and business
development teams in
Australia, Africa and the
Americas. He began his career
in mine operations in Australia
and then South Africa.
Simon holds a Master of
Business Administration from
London Business School and a
Bachelor of Engineering
(Mining) from the University of
New South Wales.
Kelly O’Rourke
LLB, BCom, MAICD
Chief Legal, External Affairs
and Sustainability Officer
Kelly O’Rourke was appointed
to the Lead Team in November
2020 and is our Chief Legal,
External Affairs and
Sustainability Officer, with
responsibility for Legal,
Company Secretariat, Business
Integrity, Communications,
Community, Government and
Sustainability.
Kelly joined South32 in 2016 as
Vice President Corporate
Affairs and Investor Relations.
She previously worked at BHP
where she held senior roles in
Legal, Business Development,
Mergers and Acquisitions and
the Office of the Chief
Executive.
Kelly has more than 20 years of
experience in the mining
industry across legal,
commercial, business
development, mergers and
acquisitions, external affairs
and community roles across
Australia, Asia, the United
Kingdom, Europe, Africa and
the Americas.
Kelly holds a Bachelor of Laws
(Distinction) from The University
of Western Australia, a Bachelor
of Commerce from Curtin
University and is a Member of
the Australian Institute of
Company Directors.
Erwin Schaufler
MSc, Mag.rer.soc.oec., GAICD
Chief Commercial and
Technical Officer
Erwin Schaufler was appointed
to the Lead Team in March
2024 and is our Chief
Commercial and Technical
Officer. Erwin has responsibility
for Commercial, Capital
Projects, Planning, Innovation
and Business Optimisation, and
Health, Safety and Technical
Stewardship.
Prior to this role, Erwin held
various leadership roles at
Worsley Alumina for more than
six years including Vice
President Operations and
General Manager Refinery.
Before his time at Worsley
Alumina, Erwin played a key
role in the establishment of the
Marketing function when
South32 was formed in 2015
and led the design and
implementation of a revised
Marketing strategy.
Before joining South32 Erwin
worked at BHP, firstly in the
Technology team where he
held various senior roles before
joining Marketing in distribution
and supply chain in 2011.
Erwin holds a Master of Science
in Logistics and Supply Chain
from Cranfield University in the
United Kingdom, a Magister
rerum socialium
oeconomicarumque (Master of
Business Administration) from
Vienna University of Economics
and Business, is a Graduate of
the Australian Institute of
Company Directors, and has
completed the Advanced
Management Program at
INSEAD.
Katie Tovich
BCom, FCA, GAICD
Chief Human Resources
Officer
Katie Tovich joined South32 in
2015 and is our Chief Human
Resources Officer. Katie
previously had accountability
for our Marketing and Supply
functions from 2023 to 2025
and was our Chief Financial
Officer from May 2019 to March
2023. Prior to being CFO, Katie
was Vice President Corporate
Affairs and Investor Relations,
as well as Head of Treasury.
Katie brings more than 30 years
of global experience in the
resources sector. Before joining
South32, she held senior
finance and marketing roles at
BHP in Australia and Asia,
including Vice President
Corporate Finance, Head of
Finance Worsley Alumina and
Vice President Finance
Marketing – Carbon Steel
Materials. Earlier in her mining
career, she held finance and
marketing leadership positions
at WMC Resources Limited in
Australia and North America.
Katie holds a Bachelor of
Commerce from the University
of Tasmania, is a Fellow of
Chartered Accountants
Australia and New Zealand and
is a Graduate of the Australian
Institute of Company Directors.
Strategic report Governance Financial report Resources and reserves Information 129
DIRECTORS' REPORT
This report is presented by the Board of Directors of South32
Limited, together with the Group’s Financial report, for the
financial year ended 30 June 2025.
This report is prepared in accordance with the requirements of the
Corporations Act, with the following information forming part of this
report:
– Strategic Report on the inside front cover to page 100;
– Director biographical information starting on page 106;
– Remuneration Report starting on page 135;
– Note 19(b) Financial risk management objectives and policies
starting on page 207;
– Note 20 Share capital on page 210;
– Note 21 Auditor's remuneration on page 211;
– Note 22 Employee share ownership plans starting on page 211;
– Note 32 Subsequent events on page 223;
– Directors’ declaration on page 226;
– Auditor’s independence declaration on page 227;
– Resources and Reserves starting on page 233;
– Shareholder information starting on page 257; and
– Corporate directory on page 271.
Principal activities, state of affairs and review of
operations
Principal activities and significant changes during the
financial year
In FY25, the principal activities of the Group were mining and
metals production, from a portfolio of assets that included bauxite,
alumina, aluminium, copper, zinc, lead, silver, nickel and
manganese.
In August 2024, the Group completed the sale of Illawarra
Metallurgical Coal and the divestment of the Metalloys manganese
alloy smelter was completed in June 2025
9
.
There were no other significant changes in the Group’s principal
activities during the financial year.
State of affairs
There were no significant changes in the Group’s state of affairs
during the financial year, other than the:
– Completion of the sale of Illawarra Metallurgical Coal;
– Australia Manganese successfully completing its operational
recovery plan and resumed export sales after the impacts
caused by Tropical Cyclone Megan; and
– Those set out in the Strategic Report on the inside front cover to
page 100.
Review of operations, likely developments and
expected results
A review of the Group’s FY25 operations is set out in the Strategic
Report on the inside front cover to page 100.
The Strategic Report also includes likely developments in the
Group’s operations in future financial years and expected results of
those operations.
Matters since the end of the financial year
On 7 July 2025, we announced a binding agreement to divest Cerro
Matoso for nominal upfront consideration and future cash
payments of up to US$100M
10
. The transaction is expected to
complete in late H1 FY26, subject to the satisfaction or waiver of
certain conditions.
On 14 August we announced that we have taken the decision to
limit investment in Mozal Aluminium due to the increased
uncertainty regarding future electricity supply. Without access to
sufficient and affordable electricity, we expect that Mozal
Aluminium will be placed on care and maintenance at the end of
the current agreement in March 2026
11
.
Additional details of matters occurring since the end of the financial
year can be found in Note 32 to the financial statements
(Subsequent events) on page 223.
Apart from those noted above, no other matters or circumstances
have arisen since the end of the financial year that have
significantly affected, or may significantly affect, the operations,
results of operations or state of affairs of the Group in subsequent
accounting periods.
Dividends
Details of the dividends paid during FY25 are set out in Note 7 to
the financial statements (Dividends) on page 189 and below.
Type 2024 Final dividend 2025 Interim dividend
Payment date
17October 2024 3April 2025
Period ends
30 June 2024 31 December 2024
Cents per share
US 3.1 cents US 3.4 cents
Value
US$140 million US$154 million
Franking
Fully franked Fully franked
130
South32 Annual Report 2025
Governance continued
9.
Refer to media release “Completion of Metalloys Manganese Alloy Smelter Divestment” dated 3 June 2025.
10.
Refer to market release “Agreement to Divest Cerro Matoso” dated 7 July 2025.
11.
Refer to exchange release "Mozal Aluminium update” dated 14 August 2025.
Our Directors
Information about our Directors who held office during or since the
end of FY25, including their names, biographical details and term of
office, is provided in the Our Board members section of the
Governance chapter on page 106.
Details of our robust processes for appointing, renewing and
evaluating our Directors is outlined on page 115. The outcomes of
our FY25 Board skills, knowledge and experience review are
presented on page 116.
Board and Committee meetings
The Board and Committees section of our Governance chapter
(page 119) provides information on:
– Meeting cadence and approach;
– Typical agenda and briefing items;
– Meetings held during FY25; and
– Directors' attendance at meetings during FY25.
Key focus areas and considerations of the Board during FY25 are
outlined on page 112.
Directors' relevant interest in shares
Information regarding our Directors' interest in shares can be found
below and in our Remuneration Report on page 163.
Director
Number of South32 Limited shares in which a relevant
interest is held as at the date of this Directors' Report
Karen Wood AM
367,825
Frank Cooper AO
128,010
Xiaoling Liu
66,000
Carlos Mesquita
177,440
Mandla Msimang
0
Ntombifuthi Mtoba
71,386
Jane Nelson
40,000
Wayne Osborn
174,104
Stephen Pearce
30,000
Sharon Warburton
67,870
Graham Kerr
(a)
8,040,121
(a) At the date of this Directors’ Report, Graham Kerr’s total interest includes 3,081,102
South32 Limited ordinary shares and 4,959,019 rights over South32 Limited shares
held under the South32 Equity Incentive Plan.
Rights and options over South32 Limited shares
No rights or options over South32 Limited ordinary shares are held
by any of our Non-Executive Directors.
Our CEO and Managing Director, Graham Kerr, holds rights over
South32 Limited shares, granted under the South32 Equity
Incentive Plan. Further details regarding these right holdings can
be found in the Remuneration report on page 162.
The total number of rights over South32 Limited shares on issue as
at 30 June 2025 is set out in Note 22. to the financial statements
(Employee share ownership plans) starting on pages 211.
No rights have been granted since the end of FY25. As of the date
of this report, the total number of rights over South32 Limited
shares on issue is 39,838,539. No shares have been issued on
vesting of rights during or since the end of FY25. South32 Limited
has not had any options on issue during or since the end of FY25.
Strategic report Governance Financial report Resources and reserves Information 131
Indemnities and insurance
The South32 Limited Constitution requires that we indemnify each
Director and Company Secretary (as well as employees appointed
as directors and secretaries of a Group company) on a full
indemnity basis and to the extent permitted by law against liability
incurred by them in their capacity as an officer of any Group
company. The Directors and the Company Secretary named in this
report have the benefit of this indemnity (as do individuals who
formerly held one of these positions).
As permitted by our Constitution, South32 Limited has entered into
Deeds of Indemnity, Access and Insurance with each of the
Company’s Directors, Company Secretary and the CFO under which
we agree to indemnify those persons on a full indemnity basis and
to the extent permitted by law.
We purchase directors and officers liability insurance which insures
against certain liabilities (subject to exclusions) in respect of current
and former Directors and other Officers of the Group. Due to
confidentiality obligations and undertakings of the insurance, we
cannot disclose any further details about the premium or
insurance.
During FY25 and as at the date of this Directors’ Report, no
indemnity in favour of a current or former Director or Officer of the
Group has been called on.
Company Secretary
Information about our Company Secretary, Claire Tolcon, including
biographical details, can be found on page 119.
Corporate Governance
Under ASX Listing Rule 4.10.3, ASX-listed entities are required to
benchmark their corporate governance practices against the fourth
edition of the ASX Corporate Governance Council’s Corporate
Governance Principles and Recommendations (ASX
Recommendations).
South32 is compliant with all relevant ASX Recommendations.
Disclosures compliant with the ASX Recommendations and
information required under the UK FCA’s Disclosure Guidance and
Transparency Rules can be found in our Governance chapter, starting
on page 101.
Auditor
Our External Auditor has provided an independence declaration in
accordance with the Corporations Act, which is set out on page 227
and forms part of this report.
Non-audit services
No non-audit services were undertaken by, and no amounts in
respect of such services were paid or are payable to, our External
Auditor during FY25. Refer to Note 21. to the financial statements
(Auditor's remuneration) on page 211.
132
South32 Annual Report 2025
Governance continued
Diversity representation
We embrace and celebrate differences. We know an inclusive and diverse workforce is safer and allows for greater collaboration,
innovation and performance, and we are committed to building a workforce that reflects the communities in which we operate.
The United Kingdom Financial Conduct Authority (FCA) requires listed companies to publish information on gender and ethnic
representation of the Board and Executive Management. This includes demonstrated performance against the FCA’s diversity and
inclusion targets, namely that at least 40% of the Board are women, at least one of the senior Board positions is held by a woman and at
least one member of the Board is from a non-white ethnic minority background. South32 meets or exceeds all of these targets, as set out
in the table below.
Board and Executive diversity
12
Number of
Board members
Percentage of
the Board
Number of senior
positions on the
Board
13
Number in
Executive
Management
14
Percentage of
Executive
Management
Gender Identity
Men
5 45 % 1 4 44 %
Women
6 55 % 1 5 56 %
Not specified / prefer not to say
— — % — — — %
Ethnic background
White British or other White (including minority-white groups)
7 64 % 2 6 67 %
Mixed/Multiple Ethnic Groups
— — % — 2 22 %
Asian/Asian British
1 9 % — 1 11 %
Black/African/Caribbean/Black British
2 18 % — — — %
Other ethnic group
— — % — — — %
Not specified / prefer not to say
1 9 % — — — %
Details of our approach to Inclusion and Diversity and the Board's role in this can be found on page 125.
Details about the diversity of our Board can be found on page 105.
Details about the diversity of our Lead Team can be found on page 127.
Environmental performance
We seek to be compliant with all applicable environmental laws and regulations relevant to our operations. We classify environmental
incidents based on actual and potential impact type as defined by our internal material risk management standard. In FY25, there were no
environmental events that resulted in a major impact to the environment.
Fines and prosecutions
During FY25, we have not identified any instances of significant non-compliance with applicable laws and regulations, or received any
significant fines, non-monetary sanctions or prosecutions.
We define significant non-compliances with laws and regulations based on internal materiality thresholds. This may include non-
compliances with laws and regulations that result in significant health, safety, community, reputational, legal, or financial impacts.
Prosecutions, fines, or non-monetary sanctions are disclosed where they relate to a reported significant non-compliance.
Political donations and social investment
Our Code of Business Conduct sets out our approach to political donations and social investment.
In FY25, we made no political donations to any political party, politician, political party official, elected official or candidate for public office in
any country. On occasion, our representatives attend political events that charge an attendance fee where attendance is approved
beforehand in accordance with our internal approval requirements. We record the details of attendances and the relevant costs at a
corporate level.
Details on our social investment activities in FY25 can be found on page 35.
Strategic report Governance Financial report Resources and reserves Information 133
12.
The data presented in this table was collected via self-reported questionnaires completed by all members of the Board and Executive Management that included the definitions
prescribed by the UK Listing Rules.The data presented is correct as at 30 June 2025.
13.
The UK Financial Conduct Authority (FCA) prescribes that the senior positions on the Board are the Chair, CEO, CFO and Senior Independent Director (SID). For South32, the senior
positions on the Board are only the Chair and the CEO. In line with market practice for Australian listed companies, the CFO does not sit on the Board and South32 does not have a
SID as this role is not required under the corporate governance code South32 applies, being the ASX Principles and Recommendations.
14.
In accordance with the UK Listing Rules, Executive Management includes the Lead Team (our most senior executive body below the Board) and the Company Secretary, excluding
administrative and support staff.
Proceedings on behalf of South32
No proceedings have been brought or intervened in on our behalf,
nor any application made, under section 237 of the Corporations
Act.
Rounding of amounts
South32 Limited is an entity to which the Australian Securities and
Investments Commission (ASIC) Corporations (Rounding in
Financial/Directors’ Reports) Instrument 2016/191 (ASIC Instrument
2016/191) applies. We have rounded amounts in this report and
financial statements in accordance with ASIC Instrument 2016/191.
This means the amounts in this report and the financial statements
have been rounded to the nearest million US dollars, unless stated
otherwise.
Responsibility statement
The Directors state that to the best of their knowledge:
(a) The consolidated financial statements and notes on page 166 to
page 223 were prepared in accordance with applicable
accounting standards, give a true and fair view of the assets,
liabilities, financial position, and profit and loss of the Group and
the undertakings included in the consolidation taken as a whole;
and
(b) The Directors’ Report includes a fair review of the development
and performance of the business and the position of the Group
and the undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and
uncertainties the Group faces.
This Directors’ Report and the responsibility statement are made in
accordance with a resolution of the Board.
Karen Wood AM
Chair
Graham Kerr
Chief Executive Officer and Managing Director
Date: 28 August 2025
134
South32 Annual Report 2025
Governance continued
REMUNERATION REPORT
Remuneration Committee Chair letter
136
Key management personnel
138
FY25 at a glance
139
Our reward framework
140
FY25 Executive KMP reward outcomes
143
FY25 Non-Executive Director remuneration
154
Looking forward to FY26
155
Statutory disclosures
160
Strategic report Governance Financial report Resources and reserves Information 135
CREATING VALUE
FOR OUR STAKEHOLDERS
The Remuneration Committee assists the Board to oversee the remuneration and benefits framework
for South32, providing assurance that remuneration arrangements support the delivery of our purpose
and strategy, are aligned to our values and are in the long-term interests of our shareholders.
On behalf of the Board, I am pleased to present the Remuneration
report for FY25.
FY25 performance
We were deeply saddened by the loss of José Luis Pérez, a
contractor who was fatally injured after he fell from height at our
Cerro Matoso operation in September 2024.
Nothing is more important than the health, safety and wellbeing of
our people, so this tragic incident was felt deeply across our
organisation. We have captured the learnings from our
investigations into this incident and shared them across our
business.
We continue to implement our Safety Improvement Program, which
aims to deliver a step change in how we manage and think about
safety. In FY25, encouraging safety performance results included a
significant reduction in the frequency of injuries and illnesses that
have the potential to cause significant harm, while total recordable
injury frequency and lost time injury frequency both decreased by
more than 25%. However, Mr Pérez's death underlines that we have
more work to do to eliminate serious safety incidents.
This includes continuing to progress our LEAD Safely Every Day
training, which is designed to build a common understanding of
what it means to be a safety leader at South32. It empowers our
people to speak up so we can all work to prevent serious injuries
and fatalities, and since its launch in FY23 has been completed by
almost 16,000 of our team, including members of the Board.
We also believe that an inclusive and diverse workforce can
enhance performance, including our safety metrics. We track our
progress in inclusion and diversity through seven measurable
objectives, and in FY25 we met or exceeded our objective in five of
these. This included our overall representation of women in our
workforce increasing to 23.1%. We also improved our local
workforce diversity in our South African workforce, Mozal
Aluminium in Mozambique, Cerro Matoso in Colombia, and our
Australian workforce.
Another important sustainability measure is our social investment,
and in FY25 we invested US$23.3 million in community initiatives.
This included US$5.3 million to expand access to education for
more than 1,800 students in South Africa, Mozambique and
Australia, with a focus on encouraging the participation of women
and girls.
We have also published our second Climate Change Action Plan
(CCAP), which updates our approach to addressing risks and
opportunities presented by climate change. The CCAP outlines how
we are continuing to position our portfolio for the energy transition
and reaffirms our commitment to reducing our operational
emissions, supporting value chain emissions reduction and
enhancing our management of physical climate risks. Our 2025
CCAP will be the subject of a non-binding advisory resolution at our
Annual General Meeting in October.
Against a volatile global backdrop, in FY25 we delivered production
growth in copper and aluminium. The resumption of export sales
from Australia Manganese was an important milestone following
the significant damage caused by Tropical Cyclone Megan in March
2024, while the approval of the Worsley Mine Development Project
will unlock new value at this operation and is expected to sustain
alumina production until at least FY36. With the sale of Illawarra
Metallurgical Coal, and construction and exploration progress at
our Hermosa project, we continued to reshape our portfolio
towards higher-margin base metals.
Our strong operating performance during the year delivered
Underling earnings before interest, tax, depreciation and
amortisation of US$1,928 billion. We returned US$350 million to
shareholders in FY25, with US$294 million in fully-franked ordinary
dividends and US$56 million via our on-market share buy-back.
Consistent with our policy to distribute a minimum 40% of
Underlying earnings attributable to members as ordinary dividends,
the Board has resolved to pay a fully-franked final ordinary dividend
of US 2.6 cents per share (US$117M) in respect of the second half
of FY25. The Board has also resolved to extend our US$2.5 billion
capital management program by 12 months to 11 September
2026, with US$144 million remaining to be returned to
shareholders.
136
South32 Annual Report 2025
From the Remuneration Committee Chair
FY25 executive reward outcomes
Our executive reward framework remained unchanged for FY25
and consisted of fixed remuneration, a short-term incentive (STI)
and a long-term incentive (LTI).
Fixed remuneration increases of between 4.0% and 6.0% were
applied for our Executive key management personnel (KMP) from 1
September 2024. The increases aligned with those applied to the
broader workforce (see page 144 for more information).
In FY25, our Business Scorecard achieved 100.8% of our target but,
after taking into consideration the fatality at Cerro Matoso, the
Board applied a -20% Business Modifier to the CEO's STI outcome.
Following the review of individual performance and behaviours, the
CEO STI outcome was 65% of maximum, with other Executive KMP
STI outcomes ranging from 64% to 77% of maximum (see page 144
for more information).
The completion of the four-year performance period of the FY22
LTI provided for the first testing of our two strategic measures,
being portfolio management and our approach to climate change,
along with testing of our two total shareholder return (TSR)
measures against peer benchmarks. Our TSR of 19.6% over the
performance period of the FY22 LTI fell short of the threshold
required for vesting of our two TSR measures. The Board
assessment of the two strategic measures recognised that they
are central to delivering our strategy and reshaping our business
for the future. Following the assessment, the Board approved an
outcome of 80% for the portfolio management measure, and 70%
for the climate change measure. As a result, 15% of the FY22 LTI
award vested, with the remainder lapsing (see page 149 for more
information).
CEO transition
The Board is delighted that Matthew Daley will join South32 as
Deputy Chief Executive Officer on 2 February 2026, and become
Chief Executive Officer when Graham Kerr steps down from the
role later in 2026. Matthew's remuneration includes a base salary of
A$2,000,000, 14% in annual superannuation contributions, a 120%
STI target value and a 200% LTI maximum value. Matthew is also
eligible for commencement benefits to partially compensate for
benefits forfeited due to cessation of his previous employment, as
detailed in our ASX announcement on 12 May 2025 (see page 157
for more information).
Looking forward to FY26
An extensive review of our executive reward framework was
undertaken in FY25, and subsequently the Board has approved
enhancements to the executive reward framework to ensure it
continues to attract and retain executive talent and align the
interests of executives and shareholders. The following key
changes will commence in FY26 (see page 155 for more
information):
– Separation of fixed remuneration to salary and superannuation;
– Adjusting the STI calculation for individual performance to be a
weighted component of the STI calculation;
– Replacing the LTI TSR measure relating to the MSCI World Index
with S&P ASX 100 constituents;
– Removing the Transitional LTI grant for employees promoted
into the Lead Team; and
– Increasing the minimum shareholding requirement from 100%
to 400% for the CEO and to 200% for other executives.
An increase to the CEO's STI target opportunity was contemplated
but was not progressed at this time following careful consideration
of stakeholder feedback. While most recognised the need to
enhance the at-risk component of remuneration, they felt it would
be better expressed in the LTI. The Committee will give this further
consideration and again seek feedback before making any change.
We also completed our annual benchmarking process, during
which no salary increases were awarded to Executive KMP (other
than the impact of the separation of superannuation from fixed
remuneration), with the exception of the CEO. The Board approved
a 7.8% salary increase for the CEO to provide for a salary differential
relative to the incoming Deputy CEO in recognition of Graham’s
tenure and experience (see page 157 for more information). No
increases will be applied to Board fees or the travel allowance.
However, the Committee Chair and member fees will increase by
8.7%, the first increase to Committee fees since 2018.
Our FY26 Scorecard has also been adjusted to further drive
performance and increase alignment with shareholders. A number
of changes have been made including the reduction of metrics to
focus on fewer and more impactful measures (see page 158 for
more information).
Thank you for your ongoing support and I look forward to
continuing to engage with our shareholders and sharing in the
future success of South32.
Wayne Osborn
Chair, Remuneration Committee
Strategic report Governance Financial report Resources and reserves Information 137
KEY MANAGEMENT PERSONNEL (KMP) COVERED IN THIS REPORT
Our KMP consist of our Board (including the Chief Executive Officer), and members of the Lead Team who have authority and responsibility
for planning, directing and controlling the activities of the Group directly or indirectly. The KMP for FY25 are set out in the below table.
Non-Executive Directors Term Executive KMP Executive Role Term
Karen Wood AM
Full year
Graham Kerr Chief Executive Officer (CEO) Full year
Frank Cooper AO
Full year Sandy Sibenaler Chief Financial Officer (CFO) Full year
Xiaoling Liu
Full year Vanessa Torres Chief Operating Officer (COO) Australia Full year
Carlos Mesquita
Full year Noel Pillay COO Southern Africa and Colombia Full year
Mandla Msimang
Appointed on 1 Feb 2025
Ntombifuthi Mtoba
Full year
Jane Nelson
Full year
Wayne Osborn
Full year
Stephen Pearce
Appointed on 1 Feb 2025
Keith Rumble
Ceased on 24 Oct 2024
Sharon Warburton
Full year
138
South32 Annual Report 2025
Remuneration report continued
FY25 AT A GLANCE
FY25 Business Performance
Historical key business performance measures
Underlying EBITDA (US$M)
1,928 1,802 2,534 4,755 1,856
Underlying earnings attributable to members (US$M)
1,2
666 380 916 2,602 489
Closing net cash/(debt) (US$M)
123 (762) (483) 538 406
Movement in adjusted ROIC (percentage)
3
(4.1) (5.0) (6.6) 0.4 0.7
Closing share price at end of the financial year (A$)
4
2.91 3.66 3.76 3.94 2.93
Dividends/special dividends paid (US cents per share)
6.5 3.6 21.9 14.2 2.4
Total recordable frequency (TRIF) (per million hours worked)
3.7 5.1 5.9 5.3 4.3
Performance measures FY25 FY24 FY23 FY22 FY21
FY25 Executive KMP remuneration outcome summary
Fixed
remuneration
CEO fixed
remuneration
increase was 4.0%
(FY24: 4.5%)
The Board awarded a 4.0% increase to the fixed remuneration of our CEO, Graham Kerr, and
between 4.0% and 6.0% for our other Executive KMP, effective from 1 September 2024.
Increases considered the individual's experience, skill and performance in their role and the
increases applied to the workforce in the relevant geographies (Australia and South Africa).
Refer to
page 144
STI awarded
CEO FY25 STI was
65% of maximum
(FY24 STI: 73%)
Our performance against our Business Scorecard measures resulted in an outcome of
100.8%.
The Board determined to apply a negative Business Modifier to all Executive KMP in
recognition of the tragic fatality at Cerro Matoso. This resulted in a Business Modifier of
-20% for Graham Kerr, -10% for Noel Pillay, and -5% for Vanessa Torres and Sandy Sibenaler.
After assessment of individual performance and behaviours, the overall STI outcome for
Graham was 65% of maximum, with other Executive KMP outcomes ranging from 64% to
77% of maximum.
Refer to
page 144
LTI vesting
FY22 LTI vesting
outcome was 15%
(FY21 vesting: 33.3%)
South32 delivered TSR of 19.6% over the four-year performance period, which did not meet
the threshold required for either of the TSR vesting conditions.
Our strategic measures, which were introduced in the FY22 LTI award, were assessed for
the first time. Vesting outcomes of 80% for portfolio management and 70% for climate
change, of their respective 10% weightings, were achieved.
Accordingly, our Board approved 15% of the FY22 LTI award to vest, with the remainder to
lapse.
Refer to
page 149
Realised pay
CEO realised pay
was A$5.065M
(FY24:A$7.935M)
For FY25, realised pay for the CEO was reduced compared to the previous year primarily
driven by a lower LTI outcome.
The Board reviewed all components of remuneration in considering whether the FY25
reward outcomes aligned with our remuneration guiding principles (see page 141) and
believes the FY25 realised pay for the CEO reflects performance (both in the year and also
across the four-year performance period for the LTI).
Refer to
page 143
Strategic report Governance Financial report Resources and reserves Information 139
1.
On 29 August 2024, South32 sold its shareholding in Illawarra Metallurgical Coal to an entity owned by Golden Energy and Resources Pte Ltd and M Resources Pty Ltd. Refer to
market release "Completion of Illawarra Metallurgical Coal Sale" dated 29 August 2024. As a result of the transaction, Illawarra Metallurgical Coal was classified as a discontinued
operation in the FY25 and FY24 results. Our Group underlying financial measures include the financial contribution from Illawarra Metallurgical Coal prior to its sale.
2.
On 7 July 2025, South32 entered into a binding agreement for the sale of Cerro Matoso to an entity owned by CoreX Holding B.V. Refer to market release "Agreement to divest
Cerro Matoso" dated 7 July 2025. As a result of the binding agreement, Cerro Matoso was classified as a discontinued operation in the FY25 and FY24 restated results, and held for
sale as at 30 June 2025. Cerro Matoso remains part of the Group until completion, expected in late H1 FY26, subject to the satisfaction or waiver of certain conditions.
3.
The movement in adjusted ROIC (FY25: -4.1%) is calculated as the difference between adjusted ROIC for the current performance period (FY25: 0.7%) less ROIC from the previous
performance period (FY24 restated: 4.8%) and represents the reduced contribution from Illawarra Metallurgical Coal following its sale in August 2024 (FY25: -3.6%) and the reduced
contribution from Australia Manganese due to the impacts of Tropical Cyclone Megan (FY25: -2.0%), partly offset by other business performance impacts (FY25: 1.5%) on ROIC. ROIC
is calculated as Underlying EBIT (FY24: US$886 million) less the discount on rehabilitation provisions included in net finance costs, tax effected by the Group’s Underlying effective tax
rate (ETR) including our material equity accounted investments on a proportional consolidation basis (FY24: US$444 million), divided by the sum of the average balance of fixed
assets and inventories (FY24: US$9,214 million), as well as our material equity accounted investments on a proportional consolidation basis (FY24: US$2,353 million) and excluding the
average balance of any rehabilitation assets, the impact of impairment and impairment reversal, and unproductive capital (FY24: US$2,407 million). Refer to note 4 of the financial
statements for the basis of underlying information and a reconciliation to statutory earnings.
4.
The closing share price for FY20 was A$2.04.
OUR REWARD FRAMEWORK
The pages of the Remuneration report that follow (together with the FY25 KMP on page 138 and historic business performance on page
139) have been prepared in accordance with section 300A of the Corporations Act 2001 (Cth) (the Act) and audited as required by section
308(3C) of the Act. These sections relate to those persons who were KMP during FY25.
Remuneration Governance
The roles and responsibilities of our Board, Remuneration Committee, management and external advisors in relation to remuneration
for Executive KMP and employees of South32 are outlined below.
Board
Our Board maintains overall responsibility for overseeing the remuneration policy and the principles and
processes that underpin it. It approves the remuneration arrangements for our CEO and Non-Executive
Directors. Changes to the Director fee pool and equity grants to the CEO are approved by shareholders.
Remuneration Committee
The Remuneration Committee approves reward arrangements for our Lead Team including those appointed
to Executive KMP roles (other than the CEO).
By taking advice from other Board Committees (such as the Sustainability and Risk and Audit Committees),
the Remuneration Committee helps the Board oversee our remuneration policy, its specific application to the
CEO, Lead Team and Non-Executive Directors and, in general, our employees.
The Remuneration Committee provides oversight to gain assurance that remuneration arrangements are
equitable and aligned to the long-term interests of shareholders, operate within our risk appetite and
support our purpose, strategy and values.
CEO and management
Our CEO makes recommendations to the Remuneration Committee regarding executives, and how the
remuneration policy and framework applies to employees.
Management provides information and recommendations to the Remuneration Committee to help it
consider and implement approved arrangements.
External advisors
Independent external advisors may be engaged either directly by the Remuneration Committee, or via
management. These advisors provide information on remuneration-related issues, including benchmarking
information and market data.
The Remuneration Committee did not receive remuneration recommendations from external advisors,
including remuneration consultants, in relation to KMP in FY25.
We seek information and analysis from a range of data sources. This allows us to make decisions that are
informed, objective and aligned to the requirements of the Company, and consistent with our guiding
principles.
140
South32 Annual Report 2025
Remuneration report continued
Executive reward practices
Our remuneration objective
The South32 executive reward framework is designed to motivate performance and align executives to the creation of value for shareholders.
Our remuneration guiding principles
Aligned to our purpose,
strategy and values
Reward for performance Shareholder and executive
alignment
Attract, motivate and retain Simple and transparent
Components of reward for FY25
Fixed remuneration Short-term incentive (STI) Long-term incentive (LTI)
Purpose
Attract and retain executive talent to
lead South32, and remunerate
executives for their role and
responsibilities.
Reward performance against annual
business and individual performance
targets that reflect a balance of key
financial and non-financial measures, as
aligned to our business plan.
Align long-term reward outcomes to
strategic priorities and shareholder value
creation.
Structure
Salary and superannuation. Annual variable incentive opportunity with
STI outcome delivered:
– Half in cash; and
– Half in STI rights which vest into shares
subject to a two year service condition.
STI rights receive a dividend equivalent
cash payment following vesting.
LTI rights to receive South32 shares subject
to meeting performance and service
conditions over a four-year performance
period.
LTI is directly linked to:
– Relative TSR so that Executive KMP pay
outcomes are aligned with the
shareholder experience over the longer
term; and
– Two strategic measures so that
Executive KMP pay outcomes are
aligned to the business priorities that
underpin the long-term success of
South32.
Determination
Considers:
– Performance,
– Responsibilities, skills and
experience,
– Local workforce increases; and
– External benchmarking.
5
STI outcomes assessed on:
– Business Scorecard outcomes, including
the application of the Business Modifier;
and
– Individual performance and behaviours
aligned to our values.
LTI performance conditions include:
– Total shareholder return (TSR)
performance against S&P Global Mining
Index constituents (53.3%) and MSCI
World Index (26.67%), and
– Strategic measures of climate change
and portfolio management (10% each).
Opportunity
Reviewed annually by the
Remuneration Committee.
Target STI opportunity:
– 120% of fixed remuneration.
Maximum STI opportunity:
– 180% of fixed remuneration.
Maximum LTI opportunity:
– CEO: 200% of fixed remuneration, and
– Other executives: 133% of fixed
remuneration.
Further
information
Refer to page 144. Refer to page 144. Refer to page 149.
Minimum
shareholding
requirement
A minimum shareholding requirement (MSR), equal to 100% of fixed remuneration for Executive KMP, drives a long term focus and
alignment with our shareholders. The MSR policy requires the shareholding to be obtained within five years of appointment to the
Lead Team and is expected to be achieved by accumulating shares received on vesting of Deferred STI and LTI awards, rather
than by purchasing shares directly from the market. Shareholding is valued as the number of shares held (excluding rights)
multiplied by the share price at time of assessment. Refer to page 163 for Executive KMP shareholdings.
Executive KMP contract terms
The following table outlines the key terms of employment for Executive KMP. Shareholder approval was granted at the 2024 AGM for
Executive KMP termination benefits.
Role Term of agreement Notice period by Executive Notice period by company Post employment restraint
Executive KMP
No fixed term 6 months
6
6 months, with no notice
for serious misconduct
Up to 6 months
Strategic report Governance Financial report Resources and reserves Information 141
5.
External benchmarking references the median of our peer groups who we compete with for talent. These are ASX peers with half to double our market capitalisation, excluding real
estate investment trusts and foreign domiciled companies, and a global mining peer group which includes: Agnico Eagle Mines, Alcoa, Anglo American, AngloGold Ashanti,
Antofagasta, Barrick Gold, First Quantum Minerals, Fortescue, Freeport-McMoRan, Gold Fields, Kinross Gold, Lundin Mining, Mineral Resources, Newmont, Northern Star Resources
and Teck Resources.
6.
One month notice is required by the Executive KMP where a fundamental change occurs that materially diminishes their status, duties, authority or terms and conditions (receiving
payment in lieu of six months notice). The legacy employment contract for the CEO allows resignation without notice if a fundamental change occurs.
Target remuneration for FY25
South32 sets target remuneration for each member of Executive KMP at a competitive level to attract and retain appropriate talent in the
markets in which we operate. Our target remuneration is informed by the South32 reward framework (see page 141) that outlines the key
factors the Board takes into consideration in setting Executive KMP reward and the strategic drivers of pay at South32.
It is important that reward levels fairly reflect the responsibilities and contribution of the Executive KMP and that outcomes are aligned to
performance and the delivery of shareholder returns. As a result, a meaningful portion of our Executive KMP remuneration is at risk,
contingent on individual and company performance measures.
Target remuneration, as outlined below, assumes on-target performance for the STI and considers the difficulty of achieving LTI vesting
given the performance hurdles. The figures reflected in the diagram below are therefore based on the STI paid at target (120 per cent of
fixed remuneration), comprising STI cash and deferred STI rights, and the LTI vesting at 120 per cent of fixed remuneration. Deferred STI
and LTI values do not incorporate future share price movements or any dividend equivalent payments that may be made on vesting of
deferred STI rights.
Based on these principles, target remuneration for Executive KMP as at 30 June 2025 is illustrated below.
FY25 target remuneration (A$’000)
7
7,038
2,730
2,706
2,346
2,070
910
902
782
1,242
546
541
469
1,242
546
541
469
2,484
728
722
626
Fixed remuneration STI (cash) STI (deferred rights) LTI
0
2,000
4,000 6,000
Graham Kerr
Sandy Sibenaler
Vanessa Torres
Noel Pillay
Range of possible remuneration outcomes
As actual business and individual performance over the performance period determine reward outcomes, the pay received by Executive
KMP each year will vary. The diagram below illustrates the range of possible remuneration outcomes for the CEO, based on three
performance outcome scenarios: minimum, target and maximum. While the figures in the below diagram and explanation are for the CEO,
similar analysis can be undertaken for other Executive KMP to assess the minimum and maximum range of pay outcomes.
FY25 range of CEO remuneration outcomes (A$’000)
2,070
7,038
9,936
2,070
2,070
2,070
1,242
1,863
1,242
1,863
2,484
4,140
Fixed remuneration STI (cash) STI (deferred rights) LTI
0 2,000 4,000 6,000 8,000 10,000
Minimum
Target
Maximum
In the Minimum scenario, no STI or LTI is paid. The CEO would receive fixed remuneration, inclusive of superannuation.
Target outcomes would be achieved where the business and individual meet the STI performance measures, resulting in the STI being
paid at target levels, and the LTI vests at 120% of fixed remuneration.
To deliver a Maximum outcome for the STI, South32 would need to achieve the maximum targets for every metric in the Business
Scorecard, with no application of a negative Business Modifier and a maximum individual outcome. For a maximum LTI outcome, every
performance condition would need to vest in full over the four-year performance period.
Deferred STI and LTI in the Target and Maximum scenarios do not incorporate future share price movements or any dividend equivalent
payments that may be made on vesting of deferred STI rights.
142
South32 Annual Report 2025
Remuneration report continued
7.
Noel Pillay's remuneration has been converted to AUD using an exchange rate of AUD: ZAR 11.77.
(71% at risk)
(67% at risk)
(67% at risk)
(67% at risk)
(71% at risk)
(79% at risk)
(0% at risk)
FY25 EXECUTIVE KMP REWARD OUTCOMES
Realised pay for Executive KMP for FY25
Realised pay is the value of reward received by Executive KMP in relation to the financial year, rather than possible pay that may be earned
or statutory remuneration. We publish this information to enable shareholders to better understand the pay delivered to our Executive
KMP through our reward framework and how this is aligned to the performance of South32 over time. The intention of our reward
framework is to deliver realised pay outcomes that reflect company performance, the contribution of the Executive KMP to that
performance, and the shareholder experience. The Board and Remuneration Committee consider that our realised pay outcomes reflect
this objective.
FY25 realised pay for Executive KMP is outlined below and includes:
– Fixed remuneration earned in FY25 (including superannuation);
– Other cash and non-monetary benefits earned in FY25;
– Total FY25 STI earned (including cash and deferred rights) based on performance during this financial year (see page 148); and
– LTI awards that vested based on performance and/or service conditions to 30 June 2025 (see page 149).
Realised pay is likely to vary substantially, either up or down, from statutory remuneration (see page 161) and from target remuneration
(see page 142) because a significant portion of our Executive KMP pay is ‘at risk’ and based on performance measures. Furthermore, as the
LTI is measured over a four-year performance period, vesting outcomes will not always correlate to performance against TSR measures for
a single year. For FY25, realised pay for the CEO was lower compared to the previous year primarily driven by a lower LTI outcome.
Realised pay in respect of FY25 (A$’000) (unaudited)
Executive KMP
Fixed
Remuneration
Other
8
STI cash STI deferred LTI
9
Total realised pay
Graham Kerr
FY25
2,055 53 1,202 1,202 553 5,065
FY24
1,978 56 1,306 1,306 3,289 7,935
Sandy Sibenaler
FY25
903 7 627 627 124 2,288
FY24
862 8 640 640 230 2,380
Vanessa Torres
FY25
897 31 518 518 150 2,114
FY24
862 29 474 474 841 2,680
Noel Pillay
10
FY25
774 22 468 468 144 1,876
FY24
701 27 445 445 503 2,121
Linking reward and environmental, social and governance (ESG) performance
The STI and LTI are ‘at risk’ components of our Executive KMP reward which include ESG measures that align remuneration with our ESG
performance, as explained below.
STI
The Business Scorecard includes a balance of financial and non-financial measures that reflect the key focus areas in the financial year. For
FY25, 35% of the Business Scorecard was assessed against sustainability measures, which included safety and health, risk management,
people, environment (water performance) and social performance metrics.
The overall Business Scorecard outcome is also subject to the Business Modifier. The Business Modifier allows the Board to appropriately
adjust the Business Scorecard outcome. We have a track record of applying the Business Modifier to reflect non-financial performance and
the overall shareholder experience. Further detail on our STI is included in the short-term incentive section starting on page 144.
LTI
Twenty per cent of the LTI directly links executive reward to the transition of our portfolio towards minerals and metals critical to the
world's energy transition and our response to climate change. These two measures are inherently linked and ensure our leadership is
incentivised to take a holistic, forward-looking approach that aligns portfolio management with long-term sustainability outcomes. Detail
on the strategic measures and our progress against them is outlined from page 149.
Strategic report Governance Financial report Resources and reserves Information 143
8.
Other includes such items as car parking, insurances and tax advice provided to Executive KMP.
9.
Value of the LTI is based on a closing share price on 30 June 2025 of A$2.91 (FY25) and 28 June 2024 of A$3.66 (FY24).
10.
Noel Pillay's remuneration has been converted to AUD using an exchange rate of AUD: ZAR 11.77 for FY25 and AUD: ZAR 12.27 for FY24.
Fixed remuneration for FY25
On 1 September 2024, the CEO received an increase to fixed remuneration of 4.0% aligned to the annual salary increase applied for the
broader Australian workforce. Our other Executive KMP received fixed remuneration increases of between 4.0% and 6.0% which were
aligned to the broader workforce in the relevant geographies (Australia and South Africa).
FY25 Fixed remuneration for Executive KMP - effective 1 September 2024
11
Executive KMP Currency FY24 fixed remuneration FY25 fixed remuneration Movement %
Graham Kerr
AUD 1,991,000 2,070,000 4.0
Sandy Sibenaler
AUD 867,000 910,000 5.0
Vanessa Torres
AUD 867,000 902,000 4.0
Noel Pillay
12
ZAR 8,680,000 9,201,000 6.0
Short term incentive for FY25
Determination of STI awards
X =
The STI is intended to focus and reward Executive KMP for delivering on our key business priorities both in the financial year and into the
future. The overall STI outcome is determined by assessing three key inputs: the Business Scorecard, the Business Modifier and individual
performance and behaviours as per the diagram above.
The Business Scorecard includes a balanced range of measures that consider both our financial and non-financial performance, and helps
our Executive KMP focus on outcomes that are within their control and a priority for the year.
The Business Modifier considers overall business outcomes or other factors that are not specifically contemplated in the Business
Scorecard, such as: significant safety or environmental events, the shareholder experience, significant reputational issues, and an
assessment of risk, culture or any other item that the Board considers appropriate.
Based on Board judgement, the Business Modifier adjusts the Business Scorecard outcome so that STI outcomes reflect business
performance, including both what has been delivered and how it has been achieved. The adjustment may be positive or negative and may
be applied to Executive KMP on an individual or a group basis depending on the factors under consideration.
Together, the Business Scorecard and the Business Modifier determine the South32 Business Outcome.
Individual performance is measured based on delivery against the relevant business plans and demonstrated behaviour aligned to our
values (i.e. both on what is achieved and how it is achieved).
What this means in practice
As our Business Scorecard includes measures that are within our
executives' control, the Business Scorecard outcome will not always
mirror underlying South32 financial outcomes.
However, the Board has designed the STI, including the use of the
Business Modifier and individual outcomes, so that executives are
rewarded for delivering strong performance across areas within
their control, taking into account overall business performance and
shareholder experience.
As such, the CEO's FY25 STI outcome of 65% of STI maximum
incorporates the FY25 Business Scorecard outcome, as well as the
Board's application of a Business Modifier and individual outcome.
The diagram to the right outlines the CEO's STI and LTI outcomes
compared to Underlying earnings over the past five years.
CEO incentive outcomes compared to Underlying earnings
US$M
54%
74%
42%
73%
65%
0% 0% 0%
33%
15%
Underlying earnings STI % of maximum LTI % of maximum
FY21 FY22 FY23 FY24 FY25
—%
25%
50%
75%
100%
0
500
1,000
1,500
2,000
2,500
3,000
144
South32 Annual Report 2025
Remuneration report continued
11.
Fixed remuneration reflects a full year in the Executive KMP role.
12.
Fixed remuneration for Noel Pillay's is denominated in ZAR. Using an exchange rate of AUD: ZAR 11.77, FY25 fixed remuneration is A$781,733.
South32 Business Outcome Individual Outcome
Overall STI outcome
(% of target)
1A 1B 2 3
Business
Scorecard
0%-150%
Target 100%
Business
Modifier
Discretion +/-
X
Individual performance
and behaviours
0%-150%
Target: 120%
Maximum: 180%
(of fixed remuneration)
1A
FY25 Business Scorecard
Performance metric Scorecard measure
Performance
target (100%) Performance commentary
Metric
result
Scorecard
weighting
Weighted
outcome
Safety and culture 25.0% 31.8%
Safety and health
Compliance to Lead Safely Every
Day (LSED) frontline deployment
plan.
90%
The LSED deployment plan to the
frontline was 98% for FY25, exceeding
the target for a maximum outcome.
150%
15.0% 18.8%
Compliance to LSED leadership
deployment plan.
100%
The LSED deployment plan to leadership
was 100% for FY25, achieving a target
outcome. An additional stretch KPI was
not met.
100%
Aggregated significant hazard to
significant event near miss ratio.
>20
Our significant hazard to significant
event near miss ratio for FY25 was 80,
exceeding maximum, and 88% of
operations achieved a target outcome.
The combination of these achievements
resulted in a maximum outcome.
150%
Reduction in material health
exposures above 200%
occupational exposure limit
(OEL) against the FY24 revised
baseline.
13
20%
Material health exposures above 200%
OEL reduced by 13% against the FY24
revised baseline, achieving an outcome
slightly above threshold.
65%
Reduction in the number of
injuries and acute illnesses (first
aid treatment and above)
associated with a potential
fatality from FY23 baseline.
60%
Six injuries or acute illnesses associated
with a potential fatality were reported
during FY25, resulting in a 65% decrease
compared to the FY23 baseline,
exceeding target.
113%
Lost time injury frequency (LTIF).
1.4
LTIF was 1.34, a decrease from the FY24
LTIF of 2.0, achieving slightly below a
maximum outcome.
143%
Total recordable injury frequency
(TRIF).
14
5.1
TRIF was 3.7, a decrease from the FY24
TRIF of 5.1, exceeding the target for a
maximum outcome.
150%
Risk management
Compliance to risk routines
being completed on time.
95%
Compliance to risk routines was above
target at 96%, with an additional stretch
target partially met.
121%
5.0% 6.9%
Significant hazards, significant
events, and workplace
interactions linked to material
and/or non-material risks.
80%
A weighted average of 93% across the
three groups were linked to a risk,
resulting in a maximum outcome.
150%
Reduction in the percentage of
high and medium corrective
action extensions, against the
FY24 baseline.
10%
Action extensions were reduced by 26%
against the FY24 baseline, exceeding the
target for a maximum outcome.
150%
People
Improvement in representation
of women in the total workforce.
23.0%
Representation of women in the total
workforce exceeded target with an
outcome of 23.1%.
110%
5.0% 6.1%
Improvement in representation
of women in leadership.
24.1%
Representation of women in leadership
was 23.6%, meeting threshold outcome.
50%
Achievement of local diversity
targets.
15
80%
All five local diversity targets were met,
resulting in a maximum outcome.
150%
Inclusion score (as measured by
the annual employee survey,
Your Voice).
81%
The Inclusion score measured in the
2025 Your Voice employee survey
achieved maximum outcome with a
score of 82.1%, exceeding the global and
industry benchmarks of 80.6% and 77.6%
respectively.
16
150%
Strategic report Governance Financial report Resources and reserves Information 145
13.
In FY25, the FY24 occupational exposure baseline for welding fumes was adjusted following Safe Work Australia's reduction of the permissible exposure limit.
14.
IMC has been included in safety and health performance metrics for all reporting periods up to the divestment date. The FY24 baseline has not been adjusted to exclude IMC. On an
adjusted baseline basis, the performance outcome for TRIF would still have exceeded the target for a maximum outcome.
15.
The local diversity targets include Aboriginal and Torres Strait Islander peoples representation in Australian operations, Black People representation in management in South Africa,
Black People representation in the total South Africa workforce, Mozambique nationals representation in the total Mozambique workforce and neighbouring community employees
hired into Cerro Matoso Unionised Positions.
16.
Benchmarks are provided by Qualtrics and use a three-year rolling average of Qualtrics employee survey data. The global benchmark comprises 1,006 companies and the industry
benchmark comprises 32 companies.
Performance metric Scorecard measure
Performance
target (100%) Performance commentary
Metric
result
Scorecard
weighting
Weighted
outcome
Environment and social 10.0% 13.7%
Social
performance
Implement social investment
plans on budget.
Within +/- 5%
of budget
Social Investment plans were
implemented on time and on budget.
100%
5.0% 7.0%
Achieve economic development
plan targets.
75%
Economic development plan targets
were implemented with 87% of the FY25
targets having been met, achieving close
to a maximum outcome.
140%
Water
performance
Complete business plan actions.
75%
98% of business plan actions were
completed, which was slightly below the
target for a maximum outcome.
147%
5.0% 6.7%
Achieve water use efficiency
outcome as defined within the
Sustainability-Linked Loan
framework.
5%
The outcome was above target for water
use efficiency.
119%
Finance 57.5% 48.5%
Adjusted ROIC
Achieve FY25 Budget Adjusted
ROIC outcome.
Between
-0.5% and
<+0.5% of
budget
The Adjusted ROIC generated a
scorecard outcome of 60%.
60% 25.0% 15.0%
Production
17
Achieve FY25 Budget revenue
equivalent production.
97% to 102%
of Budget
Revenue equivalent production was
98.6% of FY25 Budget, resulting in a
target outcome.
100% 15.0% 15.0%
Controllable cost
17
Achieve FY25 Budget
Controllable costs (adjusted for
foreign exchange, price-linked
costs, and other adjustments).
Equal to or
within +/-
2.5% of
Budget
Controllable cost base was within 0.9% of
FY25 Budget, resulting in a target
outcome.
100% 10.0% 10.0%
Capital
expenditure
17
Achieve FY25 Budget capital
expenditure (excluding growth,
adjusted for foreign exchange).
Within +/- 5%
of Budget
Capital expenditure (excluding growth)
was 95% of FY25 Budget, resulting in a
target outcome.
100%
7.5% 8.5%
Achieve FY25 Budget Taylor
Growth capital expenditure.
Within +/-
10% of
Budget
Taylor Growth Capital expenditure was
94% of FY25 Budget, achieving close to
the target for a maximum outcome (+/-
5% of Budget).
140%
Major project delivery 7.5% 6.8%
Hermosa project
Taylor: Safely commence surface
construction package
100%
adherence to
scheduled
plan
Earthworks were completed on
schedule.
The first of four construction packages
was awarded, and engineering
completed on the second package.
Mobilisation and foundation works were
also commenced.
90%
7.5% 6.8%
Taylor: Progress shaft sink
development to plan to achieve
feasibility study first ore date
and business case.
Ventilation shaft development ended
below plan but with an improving
trajectory. First ore maintained in
updated plan scenarios. Main shaft sink
commenced.
60%
Clark: Safely progress the
decline development to plan
100%
Decline development advance was over
400 feet ahead of plan.
125%
Clark: Progress the next phase of
process testing (engineering and
construction of the integrated
test plant (ITP)) to plan.
ITP 30%
design
review
complete
ITP engineering was completed, funding
approved, and fabrication commenced.
150%
Total
100.0% 100.8%
146
South32 Annual Report 2025
Remuneration report continued
17.
Excludes non-operated entities (Sierra Gorda, Brazil Alumina and Brazil Aluminium).
1B
FY25 Business Modifier
The Business Modifier is an integral component of the STI that considers overall business outcomes or other factors that are not
specifically contemplated in the Business Scorecard, such as:
– Significant safety or environmental events;
– The shareholder experience;
– Unexpected material external events;
– Significant reputational issues; and
– An assessment of risk, culture or any other item that the Board considers appropriate.
In considering the application of the Business Modifier for FY25, the Board focused on the tragic loss of our colleague Mr José Luis Pérez,
who was fatally injured in an incident at Cerro Matoso on 17 September 2024, and the impairment of Mozal Aluminium.
We are deeply saddened by the loss of José and continue to express our sincere and deepest sympathies to his family, friends and
colleagues. Key learnings from the investigation of the incident have been shared across our organisation, and improvement actions are
underway. We remain committed to strengthening our safety culture through the ongoing implementation of our global, multi-year Safety
Improvement Program driving a step change in safety performance and ensuring that everyone goes home safe and well every day.
As part of its deliberations, the Board also considered the new electricity supply agreement for Mozal Aluminium and ongoing discussions
with the Government of the Republic of Mozambique, Hidroeléctrica de Cahora Bassa (HCB) and Eskom. Management has been working
assiduously with the relevant parties for the last six years to secure a new electricity supply agreement for Mozal Aluminium, and the Board
concluded that the contributing factors to the unresolved discussion and related impairment were beyond management’s control. As such,
the Board formed the view that no Business Modifier should be applied to any Executive KMP in reference to the Mozal Aluminium
electricity supply agreement.
Taking the tragic loss of José into consideration, the Board decided to apply a negative Business Modifier to the Scorecard for all Executive
KMP. The below table outlines the the negative Business Modifiers applied. The different adjustments are intended to reflect the level of
accountability each member of the Executive KMP had in respect of the significant safety event.
Role Modifier for FY25
Modifier applied in previous years
FY24 FY23
18
FY22
19
FY21
CEO
-20%
No Business
Modifier applied
-25% -20% -20%
COO Southern Africa and Colombia
-10% -20%
-20%
-20%
-10%
Other Executive KMP
-5%
-10% -10%
-5%
-5% -5%
Strategic report Governance Financial report Resources and reserves Information 147
18.
In FY23, the Board decided to apply a Business Modifier of -10% for the COO Australia and a Business Modifier of -5% for other Executive KMP.
19.
In FY22, the Board decided to apply a Business Modifier of -20% for the COO Southern Africa and Colombia at the time of the fatality, a Business Modifier of -10% for the COO
Australia and the newly appointed COO Africa and Columbia, and a Business Modifier of -5% for the CFO.
2
FY25 individual performance
Our Board considers the individual scorecard outcomes for our Executive KMP with regard to what was delivered and how it was delivered.
The Board awarded Graham an individual outcome of 120% taking into consideration a number of factors including Graham's strong
personal leadership of the safety improvement program, the agreement reached for the sale of Cerro Matoso, the cost reduction across
the business following the sale of Illawarra Metallurgical Coal and the constructive relationships built with government leaders in a number
of key jurisdictions. The Board also recognised Graham's support through the succession process and his flexibility in supporting the
development of the incoming Deputy CEO in readiness for his elevation to CEO. Overall, after the application of the business modifier of
-20% to reflect the loss of life as detailed on page 147, Graham's short term incentive outcome is 65% of the maximum.
Individual outcomes applied to the other Executive KMP ranged from 100% to 120% as detailed in the table below.
3
Overall FY25 STI outcome
Overall STI outcomes for FY25 are determined by the Board assessment of the Business Scorecard, individual outcomes and application of
a Business Modifier, as outlined below.
Executive KMP
Business
Scorecard
Outcome %
Business
Modifier
+/- %
Individual
Outcome %
Overall STI
Outcome
(% of Target)
Total STI
Awarded Cash
20
Deferred
rights
21
Percentage of maximum STI
Awarded Forfeited
(1A) (1B) (2) 1A x (1+1B) x (2) A$’000 A$’000 A$’000 % %
Graham Kerr
100.8 -20 120 96.8 2,404 1,202 1,202 65 35
Sandy Sibenaler
100.8 -5 120 114.9 1,254 627 627 77 23
Vanessa Torres
100.8 -5 100 95.8 1,036 518 518 64 36
Noel Pillay
22
100.8 -10 110 99.8 936 468 468 67 33
148
South32 Annual Report 2025
Remuneration report continued
20.
The cash portion of the STI will be paid in September 2025.
21.
The deferred rights to South32 shares are anticipated to be granted in or around December 2025 and will be due to vest in August 2027. A dividend equivalent payment will also be
made on any rights that vest. The deferred rights remain subject to continued service with the Group.
22.
The total STI awarded, cash and deferred rights values for Noel Pillay are provided in ZAR and have been converted to AUD using an exchange rate of AUD: ZAR 11.77.
Long Term Incentive for FY25
Determining the FY22 LTI and Management Share Plan (MSP) award outcome
Our FY22 LTI was tested subject to performance conditions over a four-year period from 1 July 2021 to 30 June 2025 and continued service
until the vesting date. 80% of the award was subject to total shareholder return (TSR) measures, with two-thirds of this component
assessed against the constituents of the IHS Global Mining Index at the start of the performance period, and one-third assessed against
the MSCI World Index. The strategic measures of portfolio management and climate change, comprising 20% of the award, are subject to
Board assessment.
Sandy Sibenaler was granted an FY22 MSP Performance award prior to her appointment as a member of the Lead Team. This award has
the same performance and vesting conditions as the FY22 LTI award.
Percentage Measure Weighting Summary of vesting condition Threshold Maximum
80%
Total
shareholder
return
53.3%
TSR performance relative to the TSR of the companies that
comprised the IHS Markit Global Mining Index at the start of the
performance period.
>50th
percentile
75th percentile
26.7% TSR performance relative to the TSR of the MSCI World Index. Index TSR
Index TSR +
23.9%
20%
Strategic
measures
10%
The transition of our portfolio towards commodities critical to a
low-carbon future.
Board assessment
10% Our response to climate change.
Total Shareholder Return measures
Our TSR of 19.6% ranked at the 45th percentile amongst the IHS Markit Global Mining peer group constituents and was below the TSR of
the MSCI World Index of 66.4% (see diagram below). As a result, our TSR did not meet the threshold level of performance against either
measure, resulting in the full portion of the LTI award measured against TSR (80%) lapsing.
South32 TSR relative to LTI comparator groups
Strategic report Governance Financial report Resources and reserves Information 149
Total Shareholder Return
South32 Global mining index World index
July 2021 July 2022
July 2023 July 2024
(20.00)%
—%
20.00%
40.00%
60.00%
80.00%
100.00%
July 2025
Strategic measures
LTI strategic measures were introduced in FY22 to directly link executive remuneration to long-term business priorities; namely the
transition of our portfolio towards minerals and metals critical to the world's energy transition and our response to climate change.
Progressing these two critical and interdependent priorities is central to delivering our strategy and reshaping our business for the future.
Alongside the introduction of strategic measures, we commenced annual performance updates to enable external stakeholders to track
and judge our progress.
In the assessment of FY22 LTI strategic measures, the Board reviewed the material progression of FY22 planned activities and the
shareholder experience over the four-year performance period. To ensure strategic measure activities are not assessed across multiple
concurrent LTI awards, the evaluation focused on activities initiated or completed in the first year of the award and their progression over
the subsequent three years. As part of its deliberations, the Board assessed how each achievement contributed to the transformation of
our portfolio in accordance with our strategy and addressed climate change in line with our Climate Change Action Plan. Consequently, the
Board determined a performance outcome of 15% out of 20%, with key considerations for the assessment of each measure detailed in the
following table.
Strategic measure Weighting
Vesting
Outcome
Portfolio Management
We are planning to further reshape our portfolio and increase our exposure to commodities critical for a low-carbon
future.
10% 8%
Building a high-quality portfolio of greenfield and brownfield exploration and development options:
– Greenfield activity included agreements to extend strategic alliances and create new partnerships, however no portfolio interests were
progressed to a development decision during the assessed performance period; and
– Drill results from Hermosa's Peake prospect were released to the market in January 2022 with the potential to add future copper production.
Optimising our existing portfolio by responsibly transferring ownership of non-core operations or transitioning them to closure:
– Activity continued to assess our portfolio optimisation alternatives, including the re-start of our previously idled Brazil Aluminium smelter using
renewable energy. Although the smelter ramped-up slower than initially expected during the assessed performance period, its re-start
contributed meaningfully to our growth in aluminium production and generated more value than the presented alternatives of closure or sale.
Developing or acquiring operations which are cash generative through the cycle, improving the overall quality of our business:
– Activity included the acquisition of a 45% interest in Sierra Gorda, an additional 18.2% stake in Mineração Rio do Norte (MRN) and a 16.6%
interest in Mozal Aluminium. These acquisitions further balanced our portfolio towards minerals and metals critical to the global energy
transition, while also helping secure the future of our integrated aluminium value chain in Brazil.
Maintaining discipline by adhering to our proven capital management framework:
– Our balanced approach to capital management continued in FY22 with record returns to shareholders, including US$267M through the
continuation of our ongoing capital management program which included our on-market share buy-back and special dividends.
Climate Change
We are taking action to meet our target to reduce our operational greenhouse gas (GHG) emissions (Scope 1 and 2) by
50% by 2035, from an FY21 baseline, in accordance with our 2022 Climate Change Action Plan.
10% 7%
Advancing conceptual projects through our capital investment tollgates, and the successful commissioning of identified emissions reduction
projects, which included:
– Completed the AP3XLE energy efficiency technology feasibility study at Hillside Aluminium, progressing to conversion of 56.8% of pots;
– Completed the coal to gas boiler conversion studies at Worsley Alumina, progressing to conversion of two boilers;
– Completed a pilot plant scale CSIRO Ventilation Air Methane Mitigation Trial (VAMMIT) at Illawarra Metallurgical Coal (IMC) and progressed to a
feasibility study on a commercial scale pilot, where, during detailed design and execution planning, the preferred technology changed to
commercially available regenerative thermal oxidisers. The studies were handed over as part of the transition activities for the sale of IMC; and
– Made the decision not to proceed with the mud-washing feasibility study at Worsley Alumina due to a significant increase in capital intensity
that undermined the economics of the abatement business case. Lessons learned will be considered in future studies.
Assessing new technologies and alternative energy sources:
– Progressed assessment of low-carbon energy sources at Hillside Aluminium and established a Joint Working Group with Eskom. This enabled
progress on potential use of nuclear attributes leading to a Request for Information (RFI) and a decision to pivot our approach by the end of the
assessed performance period.
Participation and direct investment in research and development partnerships:
– Invested in a new development technology, BluVein, which progressed prototype testing of the complete BluVein rail and hammer system on
an Epiroc underground mine truck and other underground vehicles
23
. Advanced collective understanding and work plans through several other
partnerships, however these are still maturing, with delivery of tangible outcomes yet to occur.
23
Total 20% 15%
150
South32 Annual Report 2025
Remuneration report continued
23.
BluVein technology enables dynamic in-motion charging for underground battery-electric mining vehicles via a slotted rail system, accelerating mine electrification. The BluVein rail
and hammer system includes an enclosed electrified rail that sits above or beside mining vehicle roads, while the “hammer” is an automated articulated arm which connects the
electric vehicle to the rail to enable power transfer.
FY22 LTI and MSP Performance award vesting outcomes
Our Board approved a vesting outcome of 15% for the FY22 LTI and MSP Performance awards, with the remainder of each award to lapse
as summarised in the below table.
Measure Vesting condition
TSR performance
24
Vesting
Outcome
Measure
weighting
Weighted
vesting
outcome
Required for 40%
vesting
Required for 100%
vesting South32 outcome (C) (D) (C x D)
Total
shareholder
return (TSR)
Global mining index
constituents
>50
th
percentile
25
75
th
percentile
26
45
th
percentile 0% 53.3% 0%
World index 66.4%
27
90.3%
28
19.6% 0% 26.7% 0%
Strategic
measures
Portfolio management - - - 80% 10% 8%
Climate change - - - 70% 10% 7%
Total 100% 15%
FY23 MSP Retention award
Sandy Sibenaler was granted an FY23 Management Share Plan (MSP) Retention award prior to her appointment as a member of the Lead
Team. As the service-based condition of this award was met, our Board approved this award to vest in full. The structure of the MSP is
detailed on page 163.
Summary of LTI outcomes in FY25
A summary of the South32 LTI and MSP awards that have vested or lapsed for Executive KMP is detailed in the table below.
Executive KMP Award
Number of
rights granted
Number of
rights vested
Number of
rights lapsed /
forfeited
Value at grant
(A$000)
29
Value lapsed /
forfeited
(A$000)
30
Value of share
price
movement
(A$000)
31
Value at
vesting
(A$000)
32
Graham Kerr
FY22 LTI 1,267,015 190,052 1,076,963 3,636 3,091 8 553
Sandy Sibenaler
FY22 MSP Performance 72,076 10,811 61,265 207 176 0 31
FY23 MSP Retention 32,113 32,113 0 131 0 -38 93
Vanessa Torres
FY22 LTI 343,525 51,528 291,997 986 838 2 150
Noel Pillay
FY22 LTI 329,962 49,494 280,468 947 805 2 144
LTI granted in FY25
Each year we grant performance rights to our Executive KMP. Our FY25 LTI Plan awards, which were granted in December 2024, have a
four-year performance period and are subject to performance hurdles (see page 141). Shareholders approved the grant of rights for the
CEO at the AGM on 24 October 2024. Details of FY25 LTI grants to Executive KMP are provided below.
FY25 LTI grants
Executive KMP Award
Maximum value (% of
fixed remuneration) Maximum value (A$’000)
Number of rights
granted
33
Anticipated vesting date
Graham Kerr
FY25 LTI
200 4,140 1,128,065 August 2028
Sandy Sibenaler
FY25 LTI
133 1,210 329,782 August 2028
Vanessa Torres
FY25 LTI
133 1,200 326,882 August 2028
Noel Pillay
34
FY25 LTI
133 1,001 272,642 August 2028
Strategic report Governance Financial report Resources and reserves Information 151
24.
TSR calculation uses June 2021 average return at the start and June 2025 average return at the end of the measurement period.
25.
The TSR of the company at the 50th percentile in the constituent group over the four-year performance period was 35.7%.
26.
The TSR of the company at the 75th percentile in the constituent group over the four-year performance period was 114.2%.
27.
Reflects the MSCI World Index TSR over the four-year performance period.
28.
Reflects the MSCI World Index TSR over the four-year performance period plus 23.9%.
29.
‘Value at grant’ is the number of rights granted multiplied by the grant determination price in June 2021 of A$2.87 (for the FY22 LTI/FY22 MSP Performance) and June 2022 of A$4.08
(for the FY23 MSP Retention), based on the volume weighted average price (VWAP) of South32 Limited shares traded on the ASX over the last 10 trading days in June of 2021/2022.
30.
‘Value lapsed’ is the number of rights lapsed/forfeited based on performance relative to the performance measures, multiplied by the grant determination price as noted above.
31.
‘Value of share price movement’ is the number of shares that vested, multiplied by the difference between the grant determination price as noted above, and the share price at 30
June 2025 of A$2.91. This reflects the value added/(lost) due to the change in share price over the performance period.
32.
‘Value at vesting’ is the number of shares approved to vest, multiplied by the closing share price of South32 shares on 30 June 2025 of A$2.91.
33.
The number of awards granted is calculated by dividing the maximum value by the VWAP of South32 shares over the last 10 trading days of June 2024, being A$3.67.
34.
Fixed remuneration for Noel Pillay is denominated in ZAR and was converted to A$ using an exchange rate of AUD:ZAR 12.23 to determine his FY25 award.
FY25 LTI strategic measures performance update
Vesting outcomes for the LTI strategic measures will be determined by the Board following the end of each four-year performance period
(e.g. after 30 June 2028 for the FY25 LTI award), based on our ability to make material progress in these areas, while aiming to protect and
create shareholder value. The Board’s rationale in assessing performance and determining the vesting outcome for each measure will be
clearly articulated and shared with shareholders following the Board’s assessment. The table below summarises the progress made
against the strategic measures over FY25.
Measure Progress against measure
Portfolio management
We are planning to further
reshape our portfolio and
increase our exposure to
commodities critical for a low-
carbon future by:
– Optimising our existing
portfolio by responsibly
transferring ownership of
non-core operations or
transitioning them to
closure;
– Developing or acquiring
operations which are cash
generative through the
cycle, improving the
overall quality of our
business;
– Building a high-quality
portfolio of greenfield and
brownfield exploration
and development options;
and
– Maintaining discipline by
adhering to our proven
capital management
framework.
In FY25, we continued to make significant progress in this transformative area, shifting our portfolio towards
commodities critical for a low-carbon future. Key milestones have included:
Optimising our portfolio
– Streamlined the portfolio by completing the sale of Illawarra Metallurgical Coal, our 50% interest in the Eagle
Downs metallurgical coal project and our 60% interest in the Metalloys manganese alloy smelter; and
– Commenced a strategic review process for Cerro Matoso and conducted a divestment process. On 7 July
2025 we announced that we had entered into a binding agreement to sell Cerro Matoso to a subsidiary of
CoreX Holding B.V.
Developing and acquiring operations
– Consistent with the FAST-41 permitting timeline, the United States Forest Service released a Draft
Environmental Impact Assessment for the Hermosa Critical Minerals Project which includes Taylor; and
– Invested in construction of a transmission line to connect Mineração Rio do Norte to the national power grid,
allowing the operation to transition to renewable line power for its fixed plant.
Exploration and development options
– Progressed multiple exploration programs as we continued work to discover our next generation of base
metals mines;
– Progressed exploration at the Peake prospect adjacent to Taylor. Concept studies are now underway to
assess the potential to produce copper concentrate from Peake using the infrastructure established at Taylor;
– Announced results of initial exploration of the Catabela North East Prospect at Sierra Gorda;
– Acquired a 19.9% stake in American Eagle Gold Corp, which is exploring the NAK copper-gold porphyry project
in British Colombia, Canada; and
– Continued to evaluate options at the Chita Valley project in Argentina, following announcement by our JV
partner of a mineral resource estimate.
Adhering to our capital management framework
– Prioritised the allocation of excess capital to projects that we expect will create enduring shareholder value.
Climate change
We are taking action to meet
our target to reduce our
operational greenhouse gas
(GHG) emissions (Scope 1 and
2) by 50% by 2035, from an
FY21 baseline, in accordance
with our 2022 Climate Change
Action Plan, which includes:
– The advancement of
conceptual projects
through our capital
investment tollgates, and
the successful
commissioning of
identified emissions
reduction projects;
– The ongoing assessment
of new technologies and
alternative energy
sources; and
– Continued participation
and direct investment in
research and
development
partnerships.
Consistent with our purpose,
we will work to provide a just
transition towards net zero in
a way that supports our
people, local communities and
other stakeholders.
In FY25, we invested US$10.6 million in decarbonisation projects and studies. Our focus has been on improving
energy efficiency, transitioning to low-carbon energy, and developing technology solutions with key milestones:
Advancements of conceptual projects
– Converted a further 20% of Hillside Aluminium pots to AP3XLE energy efficiency technology (bringing total to
56.8%);
– Developed and successfully trialled an alternative design to workaround a technical issue in the product
washing dilution reduction project;
– Progressed Worsley Alumina’s steam electrification concept study to pre-feasibility stage; and
– Completed a concept study on ceramic-coated anodes, which found no significant emission reduction.
Assessment of new technologies and alternative energy sources
– Awarded contracts for a partial battery electric vehicle (BEV) underground fleet during Hermosa's Taylor ramp
up, which includes the option to replace conventional equipment with BEVs through the 2030's.
Participation and investment in research and development partnerships
– Collaborated with ARENA on the steam electrification pre-feasibility study with an A$4.4 million grant received
to support the development of steam electrification pathways at Worsley Alumina. Learnings will benefit other
alumina refineries by furthering the industry's investigation and potential uptake of steam electrification
technologies;
– Participated in the Heavy Industry Low-Carbon Transition Cooperative Research Centre (HILT CRC) including
as the Industry Lead on thermal storage and Aluminex, with research completed on thermal storage, high-
temperature heat pumps, and bio-energy, and new research commenced with alumina customers;
– Progressed surface trials for a battery electric integrated tool carrier;
– Commenced a trial of an upgraded surface infrastructure and cooling solution for battery electric light
vehicles;
– Progressed prototype testing of the complete BluVein1 rail and hammer system on an Epiroc underground
mine truck and other underground vehicles; and
– Joined Caterpillar’s Pathway to Sustainability program, a four-year program designed to help mining
companies explore sustainable pathways to transition to zero-emission truck fleets.
Work to provide a just transition towards net zero
– Engaged with Eskom’s new Renewable Energy division ‘Eskom Green’ and the South African government on
developing a comprehensive low-carbon energy solution.
152
South32 Annual Report 2025
Remuneration report continued
Terms and conditions of rights awarded under equity plans
Type of equity
We deliver deferred STI and LTI equity awards, including Transitional LTI and MSP awards, in the form of share rights.
These are rights to receive fully paid ordinary shares in South32 Limited (or at the Board’s discretion, a cash
equivalent amount) subject to meeting specific performance and/or vesting conditions. As the rights are an element
of remuneration, no amount is payable by employees to be allocated the rights. If the rights vest, no consideration or
exercise price is payable for the allocation of shares. As rights are automatically exercised on vesting, they do not
have an expiry date.
Dividend and voting rights
Rights carry no entitlement to voting or dividends. Deferred STI rights granted from December 2024 include an
entitlement to a cash dividend equivalent payment paid in full at vesting (but only in respect of those deferred STI
rights that vest). No other rights carry a dividend equivalent entitlement.
Cessation of employment:
Unless our Board determines otherwise:
– All unvested rights lapse under resignation or termination for cause; and
– All unvested rights vest immediately under death, serious injury, disability or illness that prevents continued
employment or total permanent disability.
For all other circumstances, generally:
– Deferred STI awards: all unvested rights vest immediately;
– LTI and MSP Performance awards: all unvested rights are pro-rated and the reduced portion remains on foot and
eligible for vesting in the ordinary course, subject to any applicable performance hurdles; and
– MSP Retention awards: all unvested rights are pro-rated and the reduced portion vests immediately.
Where awards are pro-rated, the remaining portion lapses.
Change of control:
Our Board can determine the level of vesting (if any) having regard to the portion of the vesting period elapsed,
performance to date against any applicable performance conditions and other factors they deem appropriate.
Malus and clawback:
Our Board can reduce or clawback all vested and unvested STI and LTI awards in certain circumstances so that
executives do not obtain an inappropriate benefit. These circumstances are broad, and can include:
– An executive engaging in misconduct;
– A material misstatement of our accounts that results in vesting;
– Behaviours of executives that bring South32 into disrepute;
– A significant unexpected or unintended consequence or outcome; and
– Any other factor our Board deems justifiable.
Rights to participate in new
issues:
A participant cannot take part in new issues of securities in relation to their unvested rights. However, the relevant
plan rules include specific provisions dealing with rights issues, bonus issues and corporate actions, and other capital
reconstructions.
Strategic report Governance Financial report Resources and reserves Information 153
FY25 NON-EXECUTIVE DIRECTOR REMUNERATION
Components of Non-Executive Director reward
Board fees
Committee fees
Travel allowance
Purpose
As a global company, it’s important that
we offer competitive Non-Executive
Director fees to help us attract the
appropriate level of experience from a
diverse global pool.
Our Board fees reflect the size,
complexity and global nature of our
business and acknowledge the
responsibilities of serving on our Board.
To preserve the independence of our
Non-Executive Directors, their
remuneration does not have an ‘at risk’
element.
We pay Committee fees to recognise the
additional responsibilities associated with
participating on a Board Committee.
Our Board meetings are ordinarily held in
Australia, South Africa and North and South
America.
Site visits are also an important part of our
Board program, giving Directors:
– A better understanding of workplace
culture through interactions with site
based employees;
– An improved understanding of local and
operational risks;
– A chance to participate in ongoing
education; and
– On-the-ground experience.
As these meetings (site visits and other
engagements) take time and commitment,
particularly if they are in remote locations,
we provide our Non-Executive Directors with
a travel allowance.
Structure
Board fee is inclusive of superannuation.
We pay a fixed fee to our Board Chair for
all responsibilities, including participation
on any Board Committees.
Other Non-Executive Directors receive
Committee Chair and member fees
(where applicable).
For air travel to a Board commitment that is
greater than three hours but less than 10
hours to the destination, a one-off allowance
of A$5,000 per trip applies. Where air travel
is greater than 10 hours to the destination,
the allowance per trip is A$10,000.
The travel allowance is only paid where
travel is undertaken and does not apply to
domestic travel to a scheduled Board
meeting.
Fee pool
The maximum aggregate amount we can pay our Non-Executive Directors remains unchanged at A$3.9 million per annum (fee
pool). We will seek shareholder approval before making any changes to this fee pool.
Minimum
shareholding
requirement
Each Non-Executive Director is required to accumulate a minimum shareholding of 100% of Board fees within a reasonable period.
The valuation approach is the cost to acquire the shares, except for shares acquired at demerger which are valued based on the
closing South32 share price on 18 May 2015 (A$2.05). Refer to page 163 for shareholdings of our Non-Executive Directors.
FY25 Non-Executive Director fees
We review fees every year and may get external advice to help us do so. We based the review of FY25 fees on data provided by external
consultants. This resulted in a 2.5% increase to the Board fee for the Chair and 4.0% increase to the Board fee for other Non-Executive
Directors from 1 September 2024.
Fee Description
FY24 fee
(A$ per annum)
FY25 fee
(A$ per annum)
Movement %
Board fees
Board of Directors
Chair of the Board 595,250 610,000 2.5
Other Non-Executive Directors 195,000 202,750 4.0
Committee fees
35
Risk and Audit, Remuneration, and Sustainability Committees
Committee Chair 46,000 46,000 0
Members 23,000 23,000 0
154
South32 Annual Report 2025
Remuneration report continued
35.
No Committee chair or member fees were paid for participation on the Nomination and Governance Committee.
LOOKING FORWARD TO FY26
Executive reward framework updates
As we continue to execute our strategy and reposition our portfolio, our peer group and the competitive landscape for talent are evolving.
In response, we have reviewed our executive reward framework to ensure it continues to attract and retain executive talent and aligns the
interests of executives and shareholders. The Board approved the following key changes to commence in FY26.
Salary and superannuation separation
To continue attracting and retaining executive talent, our executive reward framework must remain competitive within the market. A key
focus of our recent review was the structure of fixed components, particularly salary and quantum of superannuation contributions.
Our benchmarking analysis highlighted that it is common practice in our mining peer group to separate salary and superannuation
payments, with incentive calculations typically based solely on the salary component. This approach also reflects the remuneration
structure applied across our broader workforce.
As a result, fixed remuneration will be separated into distinct salary and superannuation components. Superannuation contributions will
now be aligned with those applicable to the broader workforce in the executive’s geographic location, which is currently set at 14% of
salary for Australia and 12.5% of salary for South Africa. Executives will retain their current cash salary, with STI and LTI opportunity to be
calculated on salary only, and any existing superannuation entitlements transitioned into the separate superannuation component.
36
As detailed in the table below, while there is no increase to salary as a result of this separation, superannuation contributions have
increased for all executives.
FY26 Executive KMP salary and superannuation – effective 1 July 2025
Executive KMP Currency FY25 fixed remuneration FY26 salary FY26 superannuation Movement %
Graham Kerr
AUD 2,070,000 2,040,000 285,600 12.3
Sandy Sibenaler
AUD 910,000 880,000 123,200 10.2
Vanessa Torres
AUD 902,000 872,000 122,080 10.2
Noel Pillay
37
ZAR 9,201,000 9,201,000 1,150,125 12.5
Short term incentive determination
Our STI plan will continue to retain the core components that have driven both business and individual performance since its inception,
while maintaining appropriate Board discretion. These components include:
– Business Scorecard – aligned to overall business performance, with Board discretion over the final outcome;
– Business Modifier – applied at the Board’s discretion to account for factors not captured in the Business Scorecard; and
– Individual Performance – CEO performance assessed by the Board Chair, with the outcome approved by the Board. The individual
performance of other Executive KMP is assessed by the CEO, with the outcome approved by the Remuneration Committee.
While these components and the STI quantum remain unchanged, our review has led to one key adjustment for the Lead Team, including
Executive KMP. For FY26, the individual performance component will shift from a multiplier to a weighted element within the overall STI
outcome as per the diagram below. This change increases alignment with market practice while maintaining the STI plan design, ensuring
that pay outcomes continue to reflect overall business performance.
+ =
With this change, we remain committed to enhancing the level of detail in our disclosures, with a particular focus for FY26 on the CEO
performance assessment.
Strategic report Governance Financial report Resources and reserves Information 155
36.
The existing superannuation entitlement for Australian based members of Executive KMP is A$30,000 based on Australian legislation. This value was absorbed into the new
superannuation component. There was no existing superannuation entitlement in the fixed remuneration for Noel Pillay.
37.
Remuneration for Noel Pillay is denominated in ZAR. Using an exchange rate of AUD:ZAR of 11.77, Noel's 1 July 2025 effective salary is AUD 781,733.
South32 Business Outcome Individual Outcome
Overall STI Outcome
(% of target)
1A 1B 2 3
Business
Scorecard
0%-150%
Target 100%
Business
Modifier
Discretion +/-
X
Individual Performance
And Behaviours
0%-150%
Target: 120%
Maximum: 180%
(of salary)
70% weighting
30% weighting
Long term incentive
The review confirmed the LTI structure remains broadly appropriate for aligning executive and shareholder interests, with specific items
identified for further review and ongoing assessment to ensure continued effectiveness and market alignment. Key features, including the
performance-based design, four-year performance period, and focus on relative TSR, will continue unchanged.
However, it was determined that the MSCI World Index should be replaced as the comparator group given:
– the shift in both the geographic and sector composition of the MSCI World Index since its original inclusion in the LTI; and
– the shift in South32's shareholder composition towards Australian investors.
Following a review of alternative indices and common market practice amongst similarly sized companies, the ASX 100 was identified as
the most suitable comparator group. Accordingly, 26.7% of the FY26 LTI award will be assessed by comparing our TSR performance
against the TSR performance of the S&P ASX 100 constituent companies at 1 July 2025. The vesting schedule will align to that of the
existing Global Mining comparator group, with threshold vesting achieved when South32’s TSR performance ranks above the median
constituent of the ASX 100 Index comparator group.
Percentage Measure Weighting Summary of vesting condition Threshold Maximum
80%
Total shareholder
return (TSR)
53.3%
TSR performance relative to the TSR of the companies that
comprise the S&P Global Mining Index at the start of the
performance period.
>50th
Percentile
75th Percentile
26.7%
TSR performance relative to the TSR of the companies that
comprise the S&P ASX 100 Index at the start of the performance
period.
>50th
Percentile
75th Percentile
20%
Strategic
10%
The transition of our portfolio towards minerals and metals
critical to the world's energy transition
Board assessment
10% Our response to climate change
Transitional long term incentive
The Transitional LTI award was included in the executive reward framework to address equity vesting shortfalls for employees promoted to
the Lead Team. Further information on the Transitional LTI is provided on page 163.
Considering market practice, the review concluded that the Transitional LTI award should be removed from the executive reward
framework. As such, Transitional LTI awards previously granted to executives will remain, however no new Transitional LTI awards will be
granted from FY26.
Minimum shareholding requirements (MSR)
The minimum shareholding requirement aligns Directors and executives to the interests of shareholders through the requirement to hold
South32 shares. Following our review, we have increased our executive MSR to better align executive and shareholder interests as well as
increase alignment with the equivalent policies amongst mining peer companies. There are no changes to the timeframe required to
achieve the required share ownership.
Role Current requirement New requirement Time to comply
Non-Executive Directors 100% of Board fees 100% of Board fees A reasonable time
Chief Executive Officer 100% of fixed remuneration 400% of salary 5 years
Other Executive KMP 100% of fixed remuneration 200% of salary 5 years
156
South32 Annual Report 2025
Remuneration report continued
CEO transition
Matthew Daley will join South32 as Deputy Chief Executive Officer on 2 February 2026 and will assume the role of Chief Executive Officer
when Graham Kerr steps down from the role later in 2026. Matthew's remuneration includes:
– A$2,000,000 salary and 14% superannuation contributions per annum,
– STI target opportunity of 120% of salary; and
– LTI maximum opportunity of 200% of salary.
Matthew is also eligible for commencement benefits to compensate for benefits forfeited due to cessation of his previous employment. As
detailed in our ASX announcement released 12 May 2025, the benefits provided include a cash payment of A$2,000,000 and equity as
detailed below. We will be seeking shareholder approval at the 2025 Annual General Meeting for the commencement benefits that are to
be provided in equity.
Allocation Eligible vesting date Number
Commencement shares
Feb 2026 285,714
Service rights
38
Aug 2027 1,242,857
Service rights
38
Aug 2028 240,000
Performance rights (FY25 LTI vesting conditions)
Aug 2028 857,143
Performance rights (FY26 LTI vesting conditions)
Aug 2029 857,143
Total
3,482,857
FY26 salary review
The Board awarded a 7.8% salary increase to Graham. Without an adjustment to Graham’s remuneration, the salary for the incoming
Deputy CEO, which the Board is satisfied is fair and reflects the current market, would be almost the same. Given Graham has been in the
role for more than 10 years, the Board believes a differential to the Deputy CEO salary is appropriate. Although Graham's tenure will
conclude in 2026, the Board believes fairness necessitates a 10% differential, bringing Graham's salary to A$2,200,000. This salary
adjustment and increased superannuation contribution together result in a 21% uplift in fixed remuneration (comprising salary and
superannuation) from FY25 to FY26. It is intended that the salary for Matthew will remain unchanged once he assumes the role of CEO.
FY26 Executive KMP salary – effective 1 September 2025
Executive KMP Currency 1 July 2025 salary 1 September 2025 salary Movement %
Graham Kerr
AUD 2,040,000 2,200,000 7.8
Sandy Sibenaler
AUD 880,000 880,000 0
Vanessa Torres
AUD 872,000 872,000 0
Noel Pillay
39
ZAR 9,201,000 9,201,000 0
Strategic report Governance Financial report Resources and reserves Information 157
38.
A dividend equivalent cash payment will be provided on any service rights that vest.
39.
Remuneration for Noel Pillay is denominated in ZAR. Using an exchange rate of AUD:ZAR of 11.77, Noel's 1 September 2025 effective salary is AUD 781,733.
FY26 Business Scorecard
As part of the ongoing refinement of the Business Scorecard, the following updates have been made to enhance performance and better
align with shareholder interests in FY26:
– Fewer and more impactful measures through a 40% reduction in the number of scorecard metrics;
– Strengthened focus on safety and health by increasing the metric weight;
– Transitioned the water performance metric to a broader environment metric to capture a wider scope of key environmental initiatives;
– Refined the financial metrics through the replacement of adjusted ROIC with adjusted EBITDA to better reflect operational performance,
and removed capital expenditure to increase focus on priority measures; and
– Increased weighting on the Taylor Project metric to reflect the critical phase and strategic importance of delivering the project.
Performance
metric Scorecard measure Performance target (100%)
Scorecard
weighting
Safety and culture 25.0%
Safety and
health
Workplace Interaction Frequency (WPIF) and the percentage of Coached
Interactions (CI).
40
3,000 WPIF and 5% CI
20.0%
Significant hazard reporting to exposure hours.
41
150
Reduction in material health exposures above 200% occupational exposure limit
(OEL) against the FY25 baseline.
20%
Reduction in the number of injuries and acute illnesses associated with a potential
fatality from FY25 baseline.
50%
Total recordable injury frequency (TRIF).
3.4
People
Representation of women in leadership.
24.1%
5.0%
Performance against local diversity targets.
42
80%
Inclusion score (as measured by the annual employee survey, Your Voice).
82.1%
Environmental and social 10.0%
Environment Performance against nature-related action plans set across water, biodiversity
and/or pollution initiatives.
85% 5.0%
Social
performance
Targets achieved against economic development plan context specific targets in
procurement, business and skills development, and related initiatives.
85% 5.0%
Financial 57.5%
Production
43
Percentage of FY26 budget revenue equivalent tonnes achieved.
Achieve FY26 budget 15.0%
Controllable
cost
43 44
Percentage of FY26 budget controllable costs.
Achieve FY26 budget 10.0%
Adjusted
Underlying
EBITDA
45
Percentage of FY26 budget Underlying EBITDA achieved.
Achieve FY26 budget 32.5%
Major project delivery 7.5%
Taylor
Project
Surface Construction - surface critical path civil works.
Progression to plan and
engineering complete
7.5%
Shaft Development.
Vent shaft reaches planned
development level
Total 100.0%
158
South32 Annual Report 2025
Remuneration report continued
40.
This measure embeds the concepts of our Lead Safely Every Day (LSED) program through a continued emphasis on visible safety leadership activities and coached safety
interactions. Workplace Interaction Frequency (WPIF) is measured by the number of interactions divided by exposure hours, multiplied by 1,000,000. The number of leader coached
interactions (CI) are divided by the workplace interactions to obtain the CI per cent.
41.
The significant hazard frequency rate incentivises proactive reporting of significant hazards and is calculated by the number of significant hazards reported divided by exposure
hours, multiplied by 1,000,000.
42.
The local diversity targets include Aboriginal and Torres Strait Islander peoples representation in Australian operations, Black People representation in management in South Africa,
Black People representation in the total South Africa workforce, Mozambique nationals representation in the total Mozambique workforce and neighbouring community employees
hired into Cerro Matoso Unionised Positions.
43.
Excludes non-operated entities.
44.
Controllable cost measurement bases remove the impact of uncontrollable items such as commodity prices, foreign exchange and price-linked costs.
45.
Calculated as Underlying EBITDA (being Earnings before interest, tax, depreciation and amortisation, including the proportional consolidation of our material equity accounted
investments), adjusted for uncontrollable impacts (commodity prices, foreign exchange, and price-linked costs) and other adjustments.
Non-Executive Director fees
Effective 1 September 2025, Committee Chair and Member fees will increase by 8.7%. This adjustment reflects external benchmarking and
is the first increase in Committee fees since 2018. There will be no changes to Board fees and the travel allowance. Total fees paid to Non-
Executive Directors in FY26 will not exceed the A$3.9M fee pool.
Fee Description
FY25 fee
(A$ per annum)
FY26 fee
(A$ per annum)
Movement %
Board fees
Board of Directors
Chair of the Board 610,000 610,000 0
Other Non-Executive Directors 202,750 202,750 0
Committee fees
46
Risk and Audit, Remuneration, and Sustainability Committees
Committee chair 46,000 50,000 8.7
Members 23,000 25,000 8.7
Strategic report Governance Financial report Resources and reserves Information 159
46.
No Committee chair or member fees are paid for participation on the Nomination and Governance Committee.
STATUTORY DISCLOSURES
Statutory remuneration for Non-Executive Directors
The below table sets out the statutory disclosures required under the Act and in accordance with Australian Accounting Standards, in
respect of FY25 remuneration paid to Non-Executive Directors.
Non-Executive Director remuneration (A$’000)
Non Executive Director FY25 term
Short-term benefits
Post-employment
benefits
Total
Board and
Committee fees
Non-monetary
benefits
47
Other cash allowances
and benefits
48
Superannuation
Karen Wood AM
Full year
FY25 578 — 25 30 633
FY24 568 — 15 27 610
Frank Cooper AO
Full year
FY25 241 — 25 29 295
FY24 237 — 15 27 279
Xiaoling Liu
Full year
FY25 240 — 25 30 295
FY24 219 — 15 27 261
Carlos Mesquita
Full year
FY25 223 3 60 2 288
FY24 215 4 60 3 282
Mandla Msimang
Part year
FY25 99 — 20 1 120
FY24 — — — — —
Ntombifuthi Mtoba
Full year
FY25 222 3 50 2 277
FY24 215 3 40 3 261
Jane Nelson
Full year
FY25 223 2 45 2 272
FY24 215 2 60 3 280
Wayne Osborn
Full year
FY25 241 — 40 30 311
FY24 254 — 20 27 301
Stephen Pearce
Part year
FY25 88 — 15 11 114
FY24 — — — — —
Keith Rumble
Part year
FY25 76 3 20 1 100
FY24 255 3 50 3 311
Sharon Warburton
Full year
FY25 224 — 25 — 249
FY24 105 — 15 16 136
Total
FY25 2,455 11 350 138 2,954
FY24 2,283 12 290 136 2,721
160
South32 Annual Report 2025
Remuneration report continued
47.
Non-monetary benefits include tax return preparation as well as other fringe benefits and associated fringe benefits tax.
48.
Includes travel allowances paid.
Statutory remuneration for Executive KMP
In the following table, we have set out the statutory disclosures required under the Act and in accordance with the Australian Accounting
Standards. The amounts shown reflect remuneration that relates to their period of service as an Executive KMP.
Statutory remuneration of Executive KMP in FY25 (A$’000)
Executive KMP
Short-term benefits
Post
employment
benefits
Share based
payments
49
Percentage
of total
remuneration
which is
performance
testedSalary
50
Cash
bonus
51
Non-
monetary
benefits
52
Superannuation
Termination
benefits
Other long-
term
benefits
53
LTI/MSP STI
Total
remuneration
Graham Kerr
FY25 2,023 1,202 53 32 42 2,138 1,065 6,555 67%
FY24 1,949 1,306 56 29 48 2,674 1,025 7,087 71%
Sandy Sibenaler
FY25 871 627 7 32 1 414 430 2,382 62%
FY24 833 640 8 29 62 334 235 2,141 56%
Vanessa Torres
FY25 865 518 31 32 4 655 517 2,622 64%
FY24 249 141 9 9 23 217 123 771 62%
Noel Pillay
54
FY25 774 468 22 — 11 529 385 2,189 63%
FY24 701 445 27 — 11 607 290 2,081 64%
Total
FY25 4,533 2,815 113 96 58 3,736 2,397 13,748
FY24 3,732 2,532 100 67 144 3,832 1,673 12,080
Strategic report Governance Financial report Resources and reserves Information 161
49.
Share based payments figures are calculated in accordance with Australian Accounting Standards and are the amortised fair values of equity and equity-related instruments that
have been granted to Executive KMP.
50.
Salary figures now include the value of annual and long service leave taken during the year. Previously, this taken leave was reported under ‘Other Long-Term Benefits’ which has
been revised to reflect only the accounting expense of accrued but unused leave and renamed to ‘Movement in leave provision’. For consistency, FY24 salary and movement in leave
provision figures have been restated using this updated approach and therefore differ from those published in the 2024 Annual Report.
51.
STI is provided half in cash (which is included in the cash bonus column of the table) in September following the end of the performance period and half in deferred rights (which is
included in the share-based payments column of the table). The value of the deferred equity portion is amortised over the vesting period.
52.
Non-monetary benefits include items such as insurances, car parking and personal tax assistance.
53.
Other long term benefits is the accounting expense of annual and long-service leave accrued but unused in the year.
54.
Noel Pillay's FY25 remuneration has been converted using an exchange rate of AUD:ZAR of 11.77. The FY24 exchange rate used was AUD:ZAR 12.27.
Details of rights held by Executive KMP
In the following table, we have set out more information about the rights over South32 shares held by Executive KMP, including the
movements in rights held during FY25. No closely related parties of any Executive KMP are issued rights over South32 shares.
Refer to page 153 and page 163 for terms and conditions of rights awarded under our equity plans. Further details regarding each of the
prior year equity grants are described in past Annual Reports.
Detail and movement of rights over South32 shares held by Executive KMP during FY25
Award
55
Opening balance
at 1 July 2024 Grant date
Granted in
FY25
56
Vested in FY25
Lapsed / forfeited or
other change in FY25
Closing
balance at
30 June
2025
Anticipated
vesting date
Executive KMP Number Number Number
57
%
58
Number %
58
Number
Graham Kerr
6,461,601 1,476,251 1,181,803 40 1,797,030 60 4,959,019
FY24 Deferred STI (S)
3-Dec-24 348,186 348,186 Aug-26
FY25 LTI (P)
3-Dec-24 1,128,065 1,128,065 Aug-28
FY23 Deferred STI (S)
233,546 4-Dec-23 233,546 Aug-25
FY24 LTI (P)
1,047,894 4-Dec-23 1,047,894 Aug-27
FY22 Deferred STI (S)
283,289 8-Dec-22 283,289 100 — Aug-24
FY23 LTI (P)
934,313 8-Dec-22 934,313 Aug-26
FY22 LTI (P)
1,267,015 6-Dec-21 1,267,015 Aug-25
FY21 LTI (P)
2,695,544 4-Dec-20 898,514 33 1,797,030 67 — Aug-24
Sandy Sibenaler
676,661 500,407 63,047 61 39,604 39 1,074,417
FY24 Deferred STI (S)
3-Dec-24 170,625 170,625 Aug-26
FY25 LTI (P)
3-Dec-24 329,782 329,782 Aug-28
FY23 Deferred STI (S)
27,290 4-Dec-23 27,290 Aug-25
FY24 LTI (P)
303,450 4-Dec-23 303,450 Aug-27
FY24 Transitional LTI (P)
85,559 4-Dec-23 85,559 Aug-26
FY23 MSP Retention (S)
32,113 8-Dec-22 32,113 Aug-25
FY23 MSP Performance (P)
53,522 8-Dec-22 53,522 Aug-26
FY22 MSP Retention (S)
43,246 6-Dec-21 43,246 100 — Aug-24
FY22 MSP Performance (P)
72,076 6-Dec-21 72,076 Aug-25
FY21 MSP Performance (P)
59,405 6-May-21 19,801 33 39,604 67 — Aug-24
Vanessa Torres
1,847,582 453,255 336,437 42 459,406 58 1,504,994
FY24 Deferred STI (S)
3-Dec-24 126,373 126,373 Aug-26
FY25 LTI (P)
3-Dec-24 326,882 326,882 Aug-28
FY23 Deferred STI (S)
134,201 4-Dec-23 134,201 Aug-25
FY24 LTI (P)
303,450 4-Dec-23 303,450 Aug-27
FY22 Deferred STI (S)
106,735 8-Dec-22 106,735 100 — Aug-24
FY23 LTI (P)
270,563 8-Dec-22 270,563 Aug-26
FY22 LTI (P)
343,525 6-Dec-21 343,525 Aug-25
FY21 LTI (P)
689,108 4-Dec-20 229,702 33 459,406 67 — Aug-24
Noel Pillay
1,261,763 396,300 198,716 54 171,309 46 1,288,038
FY24 Deferred STI (S)
3-Dec-24 123,658 123,658 Aug-26
FY25 LTI (P)
3-Dec-24 272,642 272,642 Aug-28
FY23 Deferred STI (S)
77,710 4-Dec-23 77,710 Aug-25
FY24 LTI (P)
243,820 4-Dec-23 243,820 Aug-27
FY22 Deferred STI (S)
61,336 8-Dec-22 61,336 100 — Aug-24
FY23 LTI (P)
240,246 8-Dec-22 240,246 Aug-26
FY22 LTI (P)
329,962 6-Dec-21 329,962 Aug-25
FY22 Transitional LTI (P)
93,034 6-Dec-21 65,495 70 27,539 30 — Aug-24
FY21 MSP Performance (P)
215,655 4-Dec-20 71,885 33 143,770 67 —
Aug-24
162
South32 Annual Report 2025
Remuneration report continued
55.
At the time of vesting, the quantum of all awards that vest based on performance and/or service conditions will automatically convert to South32 ordinary shares, in the participant’s
name, for nil consideration (unless the Board exercises its discretion to settle awards in cash instead of allocating shares). Any rights that do not vest will immediately lapse, hence
there is no expiry date associated with the awards. (S) - Service only or (P) - Performance and Service conditions apply. As rights are subject to service and/or performance conditions,
the minimum possible total value of rights granted under South32 equity plans for future financial years is nil and the maximum possible total value is the number of rights multiplied
by the market price of South32 shares on the date of vesting.
56.
The fair value for awards granted in FY25 is the grant date fair value for accounting purposes being; A$3.75 for the FY24 Deferred STI award and A$2.28 for the FY25 LTI award.
57.
Rights that vested in FY25 converted to South32 ordinary shares for nil consideration on 30 August 2024. The South32 closing share price on this date was A$3.14. The vesting
outcome for awards scheduled to vest in August 2025 is summarised on page 151.
58.
The percentage is based on the maximum number of rights available to vest in the year.
Details of MSP and Transitional LTI awards
Key terms and performance conditions of MSP and Transitional LTI awards are outlined below. For additional terms of the rights granted
under the two plans, see terms and conditions of rights awarded under equity plans on page 153.
Key terms and performance conditions of awards
Award Key Terms and Performance Conditions
MSP
The MSP is our LTI plan for eligible employees below Lead Team level. The Plan has two elements:
– Retention rights with a three-year vesting and service condition from 1 July to 30 June, vesting in August three years from
grant provided employees remain employed in the Group; and
– Performance rights with a four-year performance and service period from 1 July to 30 June, vesting in August four years from
grant, subject to the same performance and vesting conditions as the LTI for Executive KMP for that year. There is no retesting
if the performance condition is not met and any rights that don’t vest will immediately lapse.
MSP rights do not carry any entitlement to voting, dividends or dividend equivalent payments.
Transitional LTI
When an executive is promoted to a role in the Lead Team, they move from the MSP (three-year retention rights and four-year
performance rights) to the LTI plan for the Lead Team (four-year performance rights). The Transitional LTI is a one-off award that
may be granted to address the potential shortfall in vesting after three years.
These awards have the same TSR performance conditions as LTI awards granted in the same year except these awards have a
three-year performance period.
Transitional LTI rights do not carry any entitlement to voting, dividends or dividend equivalent payments.
Following the executive reward review, the Transitional LTI will be removed from the executive reward framework from FY26.
Transitional LTI Awards previously granted to executives will remain on foot.
Shareholdings of KMP
The minimum shareholding requirement for Non-Executive Directors and Executive KMP is detailed on pages 154 and 141 respectively.
South32 shares held by each member of KMP either directly, indirectly or beneficially, including their related parties
Held at 1 July 2024
Received as
remuneration
Received on vesting
of rights
Other net changes
(Purchase, sales and
transfers) Held at 30 June 2025
Progress against
minimum shareholding
requirement
59
Non-Executive Directors
Karen Wood AM
367,825 — — — 367,825 124%
Frank Cooper AO
128,010 — — — 128,010 97%
Xiaoling Liu
66,000 — — — 66,000 106%
Carlos Mesquita
177,440 — — — 177,440 179%
Mandla Msimang
— — — — — 0%
Ntombifuthi Mtoba
71,386 — — — 71,386 96%
Jane Nelson
— — — 40,000 40,000 60%
Wayne Osborn
174,104 — — — 174,104 144%
Stephen Pearce
— — — 30,000 30,000 53%
Sharon Warburton
42,870 — — 25,000 67,870 111%
Executive KMP
Graham Kerr
2,040,944 — 1,181,803 (141,645) 3,081,102 433%
Sandy Sibenaler
23,762 — 63,047 (29,633) 57,176 18%
Vanessa Torres
462,313 — 336,437 (242,235) 556,515 180%
Noel Pillay
369,481 — 198,716 (89,424) 478,773 178%
Strategic report Governance Financial report Resources and reserves Information 163
59.
Calculated based on Board fees and fixed remuneration at 30 June 2025, with the South32 share price on 30 June 2025 of A$2.91 used for Executive KMP minimum shareholding
requirement valuation. For Non-Executive Directors, shareholdings are valued in accordance with the minimum shareholding requirement, which is based on the cost to acquire the
shares, except for shares acquired at demerger which are valued based on the closing South32 share price on 18 May 2015 (A$2.05). In previous annual reports, the valuation of
Non-Executive Director shareholdings were based on the share price as at the end of the financial year. No Non-Executive Directors listed sold shares during FY25.
Transactions with KMP
There are no amounts payable to any KMP and there are no loans with any KMP as at 30 June 2025.
During FY25, there were no transactions between KMP or their close family members and the Group other than as described in this report.
A number of Directors of the Group have control or joint control of other entities (also known as personal entities). During the year, there
have been no transactions between those entities and the Group, and no amounts were owed by or to the Group from those entities.
This Remuneration report was approved by our Board on 28 August 2025.
164
South32 Annual Report 2025
Remuneration report continued
FINANCIAL
REPORT
Consolidated income statement
166
Consolidated statement of comprehensive income
167
Consolidated balance sheet
168
Consolidated cash flow statement
169
Consolidated statement of changes in equity
170
Notes to financial statements – Basis of preparation
171
1.
Reporting entity
171
2.
Basis of preparation
171
3.
New standards and interpretations
175
Notes to financial statements – Results for the year
176
4.
Segment information
176
5.
Expenses excluding finance costs
186
6.
Tax
186
7.
Dividends
189
8.
Earnings per share
189
Notes to financial statements – Operating assets and liabilities
190
9.
Trade and other receivables
190
10.
Inventories
190
11.
Property, plant and equipment
191
12.
Intangible assets
194
13.
Impairment of non-financial assets
195
14.
Trade and other payables
200
15.
Provisions
200
Notes to financial statements – Capital structure and financing
203
16.
Cash and cash equivalents
203
17.
Interest bearing liabilities
203
18.
Net finance income/(costs)
204
19.
Financial assets and financial liabilities
204
20.
Share capital
210
Notes to financial statements – Other notes
211
21.
Auditor's remuneration
211
22.
Employee share ownership plans
211
23.
Contingent assets and liabilities
213
24.
Subsidiaries
214
25.
Equity accounted investments
215
26.
Interests in joint operations
217
27.
Key management personnel
217
28.
Related party transactions
218
29.
Parent entity information
219
30.
Assets and liabilities held for sale and discontinued operations
220
31.
Disposal of subsidiaries and joint operations
221
32.
Subsequent events
223
Consolidated entity disclosure statement
224
Directors’ declaration
226
Lead auditor’s independence declaration
227
Independent auditor’s report
228
Strategic report Governance Financial report Resources and reserves Information 165
| FY24 | |||
US$M | Note | FY25 | Restated 1 |
Continuing operations | |||
Revenue: | |||
Group production | |||
Third party products and services | |||
4 | |||
Other income | |||
Expenses excluding finance costs | 5 | ( | ( |
Share of profit/(loss) of equity accounted investments | 25 | ( | |
Operating profit/(loss) from continuing operations | ( | ||
Comprising: | |||
Group production | ( | ||
Third party products and services | |||
Operating profit/(loss) from continuing operations | ( | ||
Finance income | |||
Finance costs | ( | ( | |
Net finance income/(costs) | 18 | ( | |
Profit/(loss) before tax from continuing operations | ( | ||
Income tax (expense)/benefit | 6 | ( | |
Profit/(loss) for the year from continuing operations | ( | ||
Discontinued operations | |||
Profit/(loss) after tax from discontinued operations | 30, 31 | ( | |
Profit/(loss) for the year | ( | ||
Attributable to: | |||
Equity holders of South32 Limited | ( | ||
Non-controlling interests | ( | ( | |
Profit/(loss) for the year from continuing operations attributable to equity holders of South32 | |||
Limited: | |||
Basic earnings/(loss) per share (cents) | 8 | ( | |
Diluted earnings/(loss) per share (cents) | 8 | ( | |
Profit/(loss) for the year attributable to equity holders of South32 Limited: | |||
Basic earnings/(loss) per share (cents) | 8 | ( | |
Diluted earnings/(loss) per share (cents) | 8 | ( |
1. Refer to note 30 Assets and liabilities held for sale and discontinued operations.
The accompanying notes form part of the consolidated financial statements.
166
South32 Annual Report 2025
Consolidated income statement
for the year ended 30June 2025
US$M | Note | FY25 | FY24 |
Profit/(loss) for the year | ( | ||
Other comprehensive income | |||
Items that may be reclassified to the Consolidated income statement: | |||
Translation of foreign operations | ( | ||
Total items that may be reclassified to the Consolidated income statement | ( | ||
Items that will not be reclassified to the Consolidated income statement: | |||
Investments in equity instruments designated as fair value through other comprehensive income | |||
(FVOCI): | |||
Net fair value gains/(losses) | ( | ||
Income tax (expense)/benefit | ( | ( | |
Share of other comprehensive income/(loss) of equity accounted investments | 25 | ||
Gains/(losses) on pension and medical schemes | 15 | ||
Income tax (expense)/benefit recognised within other comprehensive income | ( | ||
Total items that will not be reclassified to the Consolidated income statement | ( | ||
Total other comprehensive income/(loss) | ( | ||
Total comprehensive income/(loss) | ( | ||
Attributable to: | |||
Equity holders of South32 Limited | ( | ||
Non-controlling interests | ( |
The accompanying notes form part of the consolidated financial statements.
Strategic report Governance Financial report Resources and reserves Information 167
Consolidated statement of comprehensive income
for the year ended 30June 2025
US$M | Note | FY25 | FY24 |
ASSETS | |||
Current assets | |||
Cash and cash equivalents | 16 | ||
Trade and other receivables | 9 | ||
Other financial assets | 19 | ||
Inventories | 10 | ||
Current tax assets | |||
Other assets | |||
Assets held for sale | 30, 31 | ||
Total current assets | |||
Non-current assets | |||
Trade and other receivables | 9 | ||
Other financial assets | 19 | ||
Inventories | 10 | ||
Property, plant and equipment | 11 | ||
Intangible assets | 12 | ||
Equity accounted investments | 25 | ||
Deferred tax assets | 6 | ||
Other assets | |||
Total non-current assets | |||
Total assets | |||
LIABILITIES | |||
Current liabilities | |||
Trade and other payables | 14 | ||
Interest bearing liabilities | 17 | ||
Current tax payables | |||
Provisions | 15 | ||
Deferred income | |||
Liabilities directly associated with assets held for sale | 30, 31 | ||
Total current liabilities | |||
Non-current liabilities | |||
Trade and other payables | 14 | ||
Interest bearing liabilities | 17 | ||
Other financial liabilities | 19 | ||
Deferred tax liabilities | 6 | ||
Provisions | 15 | ||
Total non-current liabilities | |||
Total liabilities | |||
Net assets | |||
EQUITY | |||
Share capital | 20 | ||
Treasury shares | 20 | ( | ( |
Reserves | ( | ( | |
Accumulated losses | ( | ( | |
Total equity attributable to equity holders of South32 Limited | |||
Non-controlling interests | |||
Total equity |
The accompanying notes form part of the consolidated financial statements.
168
South32 Annual Report 2025
Consolidated balance sheet
as at 30June 2025
| FY24 | ||
US$M | FY25 | Restated 1 |
Operating activities | ||
Profit/(loss) before tax from continuing operations | ( | |
Profit/(loss) before tax from discontinued operations | ( | |
Adjustments for: | ||
Significant items | ( | |
Depreciation and amortisation expense | ||
Impairment losses/(reversals) of financial assets | ||
Impairment losses/(reversals) of non-financial assets | ||
Employee share awards expense | ||
Net finance (income)/costs | ( | |
Share of (profit)/loss of equity accounted investments | ( | |
Loss on disposal of subsidiaries and joint operations | ||
Unrealised (gains)/losses on derivative instruments, contingent consideration and other investments measured at fair value through profit or loss (FVTPL) | ( | |
Other non-cash or non-operating items | ||
Changes in assets and liabilities: | ||
Trade and other receivables | ( | |
Inventories | ( | |
Trade and other payables | ( | ( |
Provisions and other liabilities | ||
Cash generated from operations | ||
Interest received | ||
Interest paid | ( | ( |
Income tax paid | ( | ( |
Dividends received | ||
Dividends received from equity accounted investments | ||
Net cash flows from operating activities | ||
Investing activities | ||
Purchase of property, plant and equipment | ( | ( |
Purchase of intangible assets | ( | ( |
Proceeds from sale of property, plant and equipment and intangible assets | ||
Exploration expenditure | ( | ( |
Exploration expenditure expensed and included in operating cash flows | ||
Investment in financial assets | ( | ( |
Proceeds from financial assets | ||
Payments for the acquisition of subsidiaries and joint operations, net of their cash | ( | ( |
Proceeds from the disposal of subsidiaries and joint operations, net of their cash | ||
Investments in equity accounted investments | ( | ( |
Net cash flows from investing activities | ( | ( |
Financing activities | ||
Proceeds from interest bearing liabilities | ||
Repayment of interest bearing liabilities | ( | ( |
Purchase of shares by Employee Share Ownership Plan (ESOP) Trusts | ( | ( |
Share buy-back | ( | ( |
Dividends paid | ( | ( |
Contributions from non-controlling interests | ||
Net cash flows from financing activities | ( | ( |
Net increase/(decrease) in cash and cash equivalents | ( | |
Cash and cash equivalents, net of overdrafts, at the beginning of the year | ||
Effect of foreign exchange rate changes on cash and cash equivalents | ( | |
Cash and cash equivalents, net of overdrafts, at the end of the year 2 |
1. Refer to note 30 Assets and liabilities held for sale and discontinued operations.
2. FY25 includes US$80 million classified as held for sale. Refer to note 30 Assets and liabilities held for sale and discontinued operations.
The accompanying notes form part of the consolidated financial statements.
Strategic report Governance Financial report Resources and reserves Information 169
Consolidated cash flow statement
for the year ended 30June 2025
Attributable to equity holders of South32 Limited
| Financial | Employee | Non- | |||||||
| Share | Treasury | assets | share awards | Other | Accumulated | controlling | Total | ||
| US$M | capital | shares | reserve 1 | reserve 2 | reserves 3 | losses | Total | interests 4 | equity |
Balance as at 1July 2024 | ( | ( | ( | ( | |||||
Profit/(loss) for the year | ( | ||||||||
Other comprehensive income/(loss) | ( | ( | |||||||
Total comprehensive income/(loss) | ( | ( | |||||||
Transactions with owners: | |||||||||
Dividends | ( | ( | ( | ||||||
Shares bought back and cancelled | ( | ( | ( | ||||||
Employee share entitlements for unvested awards, net of tax | |||||||||
Employee share awards vested and lapsed, net of tax | ( | ( | ( | ||||||
Purchase of shares by ESOP Trusts | ( | ( | ( | ||||||
| Transfer of cumulative fair value loss | |||||||||
on an investment in equity instruments designated as FVOCI | ( | ||||||||
Equity issued to holders of non- controlling interests | ( | ( | |||||||
Balance as at 30June 2025 | ( | ( | ( | ( | |||||
Balance as at 1July 2023 | ( | ( | ( | ( | ( | ||||
Profit/(loss) for the year | ( | ( | ( | ( | |||||
Other comprehensive income/(loss) | ( | ( | ( | ||||||
Total comprehensive income/(loss) | ( | ( | ( | ( | |||||
Transactions with owners: | |||||||||
Dividends | ( | ( | ( | ||||||
Shares bought back and cancelled | ( | ( | ( | ||||||
Employee share entitlements for unvested awards, net of tax | |||||||||
Employee share awards vested and lapsed, net of tax | ( | ( | ( | ( | |||||
| Purchase of shares by ESOP Trusts | ( | ( | ( | ||||||
Equity issued to holders of non- controlling interests | |||||||||
Acquisition of subsidiary with non- controlling interest | |||||||||
Balance as at 30June 2024 | ( | ( | ( | ( |
1. Represents the fair value movement of investments in equity instruments designated as FVOCI.
2. Represents the accrued employee entitlements to share awards that have not yet vested.
3. Primarily consists of the common control transaction reserve of US$3,569 million, which reflects the difference between consideration paid and the carrying value of assets and
liabilities acquired, as well as the gains/losses on disposal of entities as part of the demerger of the Group in 2015.
4. Primarily relates to the minority shareholder (49.9 per cent) of Minera Sud Argentina S.A. (MSA), which holds the Chita Valley copper porphyry exploration project in Argentina. The
Group acquired a 50.1 per cent interest in MSA in April 2024.
The accompanying notes form part of the consolidated financial statements.
170
South32 Annual Report 2025
Consolidated statement of changes in equity
for the year ended 30June 2025
| Key estimates, assumptions and judgements | |
Recognition of deferred taxes | note 6 |
Uncertain tax matters | note 6 |
Useful economic lives of assets | note 11 |
Impairment of non-financial assets | note 13 |
Closure and rehabilitation provisions | note 15 |
Expected credit loss on credit-impaired financial assets | note 19 |
Strategic report Governance Financial report Resources and reserves Information 171
Notes to financial statements – Basis of preparation
2. Basis of preparation continued
(c) Key estimates, assumptions and judgements continued
172
South32 Annual Report 2025
Notes to financial statements – Basis of preparation continued
2. Basis of preparation continued
(c) Key estimates, assumptions and judgements continued
Climate-related risks and opportunities continued
Portfolio resilience continued
Strategic report Governance Financial report Resources and reserves Information 173
2. Basis of preparation continued
(c) Key estimates, assumptions and judgements continued
Climate-related risks and opportunities continued
174
South32 Annual Report 2025
Notes to financial statements – Basis of preparation continued
3. New standards and interpretations
(a) New accounting standards and interpretations effective from 1 July 2024
The following new accounting standards and interpretations have been published and are effective for the year ended 30 June 2025:
– Amendments to AASB 101 – Classification of Liabilities as Current or Non-current;
– Amendments to AASB 107 and AASB 7 – Supplier Finance Arrangements;
– Amendments to AASB 16 – Lease Liability in a Sale and Leaseback; and
– Amendments to AASB 121 – The Lack of Exchangeability.
The Group has reviewed these amendments and concluded that none have a material impact on the Group.
Strategic report Governance Financial report Resources and reserves Information 175
This section focuses on the financial performance of the Group, covering both profitability and the resulting return to shareholders via
earnings per share.
Operating segment | Principal activities |
Worsley Alumina | Integrated bauxite mine and alumina refinery in Australia |
Brazil Alumina | Integrated bauxite mine and alumina refinery in Brazil |
Brazil Aluminium | Aluminium smelter in Brazil |
Hillside Aluminium | Aluminium smelter in South Africa |
Mozal Aluminium | Aluminium smelter in Mozambique |
Sierra Gorda | Copper mine in Chile |
Cannington | Silver, lead and zinc mine in Australia |
Hermosa | Base metals exploration and development project in the United States |
Australia Manganese | Manganese ore mine in Australia |
South Africa Manganese | Manganese ore mines in South Africa |
Cerro Matoso 1 | Integrated laterite ferronickel mine and smelting complex in Colombia |
Illawarra Metallurgical Coal 2 | Metallurgical coal mines in Australia |
176
South32 Annual Report 2025
Notes to financial statements – Results for the year
4. Segment information continued
(b) Segment results continued
Strategic report Governance Financial report Resources and reserves Information 177
4. Segment information continued
(b) Segment results continued
| FY25 | Worsley | Brazil | Hillside | Mozal | |
| US$M | Alumina | Brazil Alumina | Aluminium | Aluminium | Aluminium |
Revenue from customers | 1,918 | 746 | 355 | 1,995 | 980 |
Other revenue 3 | (1) | 3 | – | (6) | (1) |
Total underlying revenue | 1,917 | 749 | 355 | 1,989 | 979 |
Comprising: | |||||
Group production | 877 | 525 | 355 | 1,989 | 979 |
Third party products and services 4 | – | – | – | – | – |
Inter-segment revenue | 1,040 | 224 | – | – | – |
Total underlying revenue | 1,917 | 749 | 355 | 1,989 | 979 |
Underlying EBITDA | 795 | 283 | (92) | 154 | 125 |
Underlying depreciation and amortisation | (176) | (57) | (5) | (69) | (70) |
Underlying EBIT | 619 | 226 | (97) | 85 | 55 |
Comprising: | |||||
Group production | 621 | 233 | (97) | 85 | 55 |
Exploration expenditure expensed | (2) | – | – | – | – |
Third party products and services 4 | – | – | – | – | – |
Share of profit/(loss) of equity accounted investments | – | (7) | – | – | – |
Underlying EBIT | 619 | 226 | (97) | 85 | 55 |
Underlying net finance costs | |||||
Underlying income tax expense | |||||
Underlying royalty related tax expense | |||||
Underlying earnings | |||||
Total adjustments to profit/(loss) 5 | |||||
Profit/(loss) for the year | |||||
Underlying exploration expenditure | 2 | – | – | – | – |
Underlying capital expenditure 6 | 106 | 41 | 9 | 67 | 21 |
Underlying equity accounted investments | – | 15 | – | – | – |
Total underlying assets 7 | 2,767 | 842 | 130 | 1,157 | 353 |
Total underlying liabilities 7 | 1,060 | 204 | 59 | 369 | 201 |
178
South32 Annual Report 2025
Notes to financial statements – Results for the year continued
Continuing operations | Discontinued operations | ||||||||
| Group | |||||||||
| Group and | underlying | ||||||||
| unallocated | results from | Illawarra | Group | ||||||
| Australia | South Africa | items/ | continuing | Metallurgical | underlying | ||||
Sierra Gorda 1 | Cannington | Hermosa | Manganese 1 | Manganese 1 | eliminations | operations 1 | Cerro Matoso 2 | Coal 2 | results 1 |
821 | 644 | – | 46 | 366 | (893) | 6,978 | 484 | 145 | 7,607 |
11 | 15 | – | (4) | (13) | (1) | 3 | 1 | (1) | 3 |
832 | 659 | – | 42 | 353 | (894) | 6,981 | 485 | 144 | 7,610 |
832 | 659 | – | 42 | 353 | – | 6,611 | 485 | 116 | 7,212 |
– | – | – | – | – | 370 | 370 | – | 28 | 398 |
– | – | – | – | – | (1,264) | – | – | – | – |
832 | 659 | – | 42 | 353 | (894) | 6,981 | 485 | 144 | 7,610 |
482 | 281 | (41) | (105) | 46 | (134) | 1,794 | 84 | 50 | 1,928 |
(164) | (77) | (4) | (20) | (22) | (27) | (691) | (26) | – | (717) |
318 | 204 | (45) | (125) | 24 | (161) | 1,103 | 58 | 50 | 1,211 |
318 | 206 | (45) | (120) | 24 | (144) | 1,136 | 59 | 50 | 1,245 |
– | (2) | – | (5) | – | (35) | (44) | (1) | – | (45) |
– | – | – | – | – | 18 | 18 | – | – | 18 |
– | – | – | – | – | – | (7) | – | – | (7) |
318 | 204 | (45) | (125) | 24 | (161) | 1,103 | 58 | 50 | 1,211 |
(173) | (13) | (2) | (188) | ||||||
(315) | (17) | (14) | (346) | ||||||
(14) | – | – | (14) | ||||||
601 | 28 | 34 | 663 | ||||||
(286) | (119) | (48) | (453) | ||||||
315 | (91) | (14) | 210 | ||||||
13 | 6 | 35 | 5 | – | 35 | 96 | 1 | 1 | 98 |
216 | 49 | 517 | 115 | 44 | 20 | 1,205 | 30 | 57 | 1,292 |
– | – | – | – | – | – | 15 | – | – | 15 |
1,982 | 576 | 2,228 | 737 | 385 | 3,259 | 14,416 | 330 | – | 14,746 |
213 | 445 | 196 | 497 | 133 | 2,246 | 5,623 | 266 | – | 5,889 |
Strategic report Governance Financial report Resources and reserves Information 179
4. Segment information continued
(b) Segment results continued
FY24 Restated 1 | Worsley | Brazil | Hillside | Mozal | |
| US$M | Alumina | Brazil Alumina | Aluminium | Aluminium | Aluminium |
Revenue from customers | 1,355 | 483 | 242 | 1,717 | 812 |
Other revenue 4 | 1 | 1 | – | 3 | – |
Total underlying revenue | 1,356 | 484 | 242 | 1,720 | 812 |
Comprising: | |||||
Group production | 717 | 343 | 242 | 1,720 | 812 |
Third party products and services 5 | – | – | – | – | – |
Inter-segment revenue | 639 | 141 | – | – | – |
Total underlying revenue | 1,356 | 484 | 242 | 1,720 | 812 |
Underlying EBITDA | 324 | 40 | (115) | 197 | 39 |
Underlying depreciation and amortisation | (193) | (51) | (6) | (67) | (69) |
Underlying EBIT | 131 | (11) | (121) | 130 | (30) |
Comprising: | |||||
Group production | 131 | 19 | (121) | 130 | (30) |
Exploration expenditure expensed | – | – | – | – | – |
Third party products and services 5 | – | – | – | – | – |
Share of profit/(loss) of equity accounted investments | – | (30) | – | – | – |
Underlying EBIT | 131 | (11) | (121) | 130 | (30) |
Underlying net finance costs | |||||
Underlying income tax expense | |||||
Underlying royalty related tax expense | |||||
Underlying earnings | |||||
Total adjustments to profit/(loss) 6 | |||||
Profit/(loss) for the year | |||||
Underlying exploration expenditure | – | – | – | – | – |
Underlying capital expenditure 7 | 106 | 80 | 8 | 40 | 23 |
Underlying equity accounted investments | – | 20 | – | – | – |
Total underlying assets 8 | 3,009 | 898 | 119 | 1,100 | 663 |
Total underlying liabilities 8 | 1,196 | 162 | 51 | 295 | 165 |
180
South32 Annual Report 2025
Notes to financial statements – Results for the year continued
Continuing operations | Discontinued operations | ||||||||
| Group | |||||||||
| Group and | underlying | ||||||||
| unallocated | results from | Illawarra | Group | ||||||
| Australia | South Africa | items/ | continuing | Metallurgical | underlying | ||||
Sierra Gorda 2 | Cannington | Hermosa | Manganese 2 | Manganese 2 | eliminations | operations 2 | Cerro Matoso 1 | Coal 3 | results 2 |
632 | 611 | – | 447 | 337 | (391) | 6,245 | 562 | 1,469 | 8,276 |
15 | 20 | – | (11) | 6 | (1) | 34 | (6) | (8) | 20 |
647 | 631 | – | 436 | 343 | (392) | 6,279 | 556 | 1,461 | 8,296 |
647 | 631 | – | 436 | 343 | – | 5,891 | 556 | 1,224 | 7,671 |
– | – | – | – | – | 388 | 388 | – | 237 | 625 |
– | – | – | – | – | (780) | – | – | – | – |
647 | 631 | – | 436 | 343 | (392) | 6,279 | 556 | 1,461 | 8,296 |
275 | 289 | (24) | 182 | 65 | (102) | 1,170 | 110 | 522 | 1,802 |
(132) | (83) | (4) | (121) | (20) | (28) | (774) | (61) | (81) | (916) |
143 | 206 | (28) | 61 | 45 | (130) | 396 | 49 | 441 | 886 |
143 | 212 | (28) | 61 | 45 | (110) | 452 | 52 | 419 | 923 |
– | (6) | – | – | – | (27) | (33) | (3) | (5) | (41) |
– | – | – | – | – | 7 | 7 | – | 28 | 35 |
– | – | – | – | – | – | (30) | – | (1) | (31) |
143 | 206 | (28) | 61 | 45 | (130) | 396 | 49 | 441 | 886 |
(234) | (5) | (10) | (249) | ||||||
(100) | 8 | (131) | (223) | ||||||
(36) | – | – | (36) | ||||||
26 | 52 | 300 | 378 | ||||||
(474) | (244) | 135 | (583) | ||||||
(448) | (192) | 435 | (205) | ||||||
13 | 9 | 24 | 1 | – | 29 | 76 | 3 | 10 | 89 |
207 | 38 | 372 | 65 | 43 | 1 | 983 | 34 | 340 | 1,357 |
– | – | – | – | – | – | 20 | – | 6 | 26 |
1,878 | 569 | 1,571 | 596 | 390 | 2,153 | 12,946 | 506 | 1,794 | 15,246 |
214 | 419 | 136 | 430 | 190 | 2,212 | 5,470 | 247 | 558 | 6,275 |
Strategic report Governance Financial report Resources and reserves Information 181
4. Segment information continued
(b) Segment results continued
| FY25 | Continuing | Discontinued | ||
US$M | Note | operations | operations 1 | Total |
Underlying EBIT | 1,103 | 108 | 1,211 | |
Significant items | 4(b)(ii) | 71 | – | 71 |
Joint venture adjustments 2,3 | (122) | – | (122) | |
Exchange rate gains/(losses) on restatement of monetary items 4 | (4) | (4) | (8) | |
Impairment (losses)/reversals of financial assets 4 | 19 | (27) | – | (27) |
Impairment (losses)/reversals of non-financial assets 4 | 13 | (346) | (118) | (464) |
Loss on the disposal of subsidiaries and joint operations | 31 | – | (47) | (47) |
Gains/(losses) on non-trading derivative instruments, contingent consideration and other investments measured at FVTPL 4 | (121) | – | (121) | |
Operating profit/(loss) | 554 | (61) | 493 | |
Underlying net finance cost | (173) | (15) | (188) | |
Joint venture adjustments 2,3 | 225 | – | 225 | |
Exchange rate variations on net cash/(debt) | 13 | (1) | 12 | |
Net finance income/(costs) | 65 | (16) | 49 | |
Underlying income tax expense | (315) | (31) | (346) | |
Underlying royalty related tax expense | (14) | – | (14) | |
Tax effect of significant items | 4(b)(ii) | 1 | – | 1 |
Joint venture adjustments relating to income tax expense 2,3 | (3) | – | (3) | |
Joint venture adjustments relating to royalty related tax expense 2,3 | 14 | – | 14 | |
Tax effect of other adjustments to derive Underlying EBIT | 4 | 1 | 5 | |
Tax effect of other adjustments to derive Underlying net finance costs | (3) | – | (3) | |
Exchange rate variations on tax balances | 12 | 2 | 14 | |
Income tax (expense)/benefit | (304) | (28) | (332) | |
Underlying earnings | 601 | 62 | 663 | |
Total adjustments to profit/(loss) | (286) | (167) | (453) | |
Profit/(loss) for the year | 315 | (105) | 210 | |
Underlying earnings attributable to: | ||||
Equity holders of South32 Limited | 604 | 62 | 666 | |
Non-controlling interests | (3) | – | (3) |
182
South32 Annual Report 2025
Notes to financial statements – Results for the year continued
4. Segment information continued
(b) Segment results continued
(i) Underlying results reconciliation continued
FY24 Restated 1 | Continuing | Discontinued | ||
US$M | Note | operations | operations 1,2 | Total |
Underlying EBIT | 396 | 490 | 886 | |
Significant items | 4(b)(ii) | (50) | – | (50) |
Joint venture adjustments 3,4 | (284) | – | (284) | |
Exchange rate gains/(losses) on restatement of monetary items 5 | (23) | (1) | (24) | |
Impairment (losses)/reversals of financial assets 5 | 19 | (29) | – | (29) |
Impairment (losses)/reversals of non-financial assets 5 | 13 | (537) | (67) | (604) |
Gains/(losses) on non-trading derivative instruments, contingent consideration and other investments measured at FVTPL 5 | 8 | – | 8 | |
Operating profit/(loss) | (519) | 422 | (97) | |
Underlying net finance cost | (234) | (15) | (249) | |
Joint venture adjustments 3,4 | 220 | – | 220 | |
Exchange rate variations on net cash/(debt) | 6 | 2 | 8 | |
Net finance income/(costs) | (8) | (13) | (21) | |
Underlying income tax expense | (100) | (123) | (223) | |
Underlying royalty related tax expense | (36) | – | (36) | |
Tax effect of significant items | 4(b)(ii) | 15 | – | 15 |
Joint venture adjustments relating to income tax expense 3,4 | 21 | – | 21 | |
Joint venture adjustments relating to royalty related tax expense 3,4 | 36 | – | 36 | |
Tax effect of other adjustments to derive Underlying EBIT | 164 | (42) | 122 | |
Tax effect of other adjustments to derive Underlying net finance costs | (1) | (1) | (2) | |
Exchange rate variations on tax balances | (20) | – | (20) | |
Income tax (expense)/benefit | 79 | (166) | (87) | |
Underlying earnings | 26 | 352 | 378 | |
Total adjustments to profit/(loss) | (474) | (109) | (583) | |
Profit/(loss) for the year | (448) | 243 | (205) | |
Underlying earnings attributable to: | ||||
Equity holders of South32 Limited | 28 | 352 | 380 | |
Non-controlling interests | (2) | – | (2) |
Strategic report Governance Financial report Resources and reserves Information 183
4. Segment information continued
(b) Segment results continued
(i) Underlying results reconciliation continued
| Group | Discontinued | |||
| FY25 | underlying | Joint venture | operations | Group statutory |
| US$M | results | adjustments | adjustments 1 | results |
Total revenue 2 | 7,610 | (1,201) | (629) | 5,780 |
Depreciation and amortisation | 717 | (206) | (26) | 485 |
Share of profit/(loss) of equity accounted investments | (7) | 106 | – | 99 |
Exploration expenditure 3 | 98 | (18) | – | 80 |
Capital expenditure 3 | 1,292 | (375) | – | 917 |
Equity accounted investments | 15 | 575 | – | 590 |
Total assets | 14,746 | (1,019) | – | 13,727 |
Total liabilities | 5,889 | (1,019) | – | 4,870 |
| Group | Discontinued | |||
FY24 Restated 1 | underlying | Joint venture | operations | Group statutory |
| US$M | results | adjustments | adjustments 1,2 | results |
Total revenue 3 | 8,296 | (1,356) | (2,017) | 4,923 |
Depreciation and amortisation | 916 | (273) | (142) | 501 |
Share of profit/(loss) of equity accounted investments | (31) | (29) | 1 | (59) |
Exploration expenditure 4 | 89 | (14) | – | 75 |
Capital expenditure 4 | 1,357 | (315) | – | 1,042 |
Equity accounted investments | 26 | 376 | (6) | 396 |
Total assets | 15,246 | (1,001) | – | 14,245 |
Total liabilities | 6,275 | (1,001) | – | 5,274 |
| FY25 | |||
US$M | Gross | Tax | Net |
Worsley access compensation agreement | 97 | 1 | 98 |
Mozal Aluminium inventory write-down 1 | (26) | – | (26) |
Total significant items 2 | 71 | 1 | 72 |
| FY24 | |||
US$M | Gross | Tax | Net |
Tropical Cyclone Megan impacts | (50) | 15 | (35) |
Total significant items 1 | (50) | 15 | (35) |
184
South32 Annual Report 2025
Notes to financial statements – Results for the year continued
4. Segment information continued
(b) Segment results continued
(ii) Significant items continued
Tropical Cyclone Megan impacts (FY25 and FY24)
In March 2024, Tropical Cyclone Megan severely impacted operations at GEMCO. The weather system resulted in widespread flooding and
significant damage to infrastructure, including the wharf, port and a critical bridge, resulting in the temporary suspension of operations.
Amounts incurred directly or indirectly as a result of Tropical Cyclone Megan, including insurance income and expenses, do not reflect the
performance of the underlying operation and have been classified as significant items. GEMCO has since resumed operations, with export
shipments re-commencing from May 2025.
Australia Manganese incurred a net gain as a result of Tropical Cyclone Megan in FY25 of US$77 million (US$56 million post-tax) (FY24: net
loss of US$63 million (US$28 million post-tax)) which was recognised in share of profit/(loss) of equity accounted investments in the
Consolidated income statement. The net gain of US$56 million (FY24: loss of US$28 million) includes insurance income, partially offset by
expenses related to idle capacity charges, repairs and clean-up costs and was included in the joint venture adjustments in the Underlying
results reconciliation.
The Group operates a captive insurance program, in which a wholly owned subsidiary within the Group insures a number of our operations,
including GEMCO. As a result of Tropical Cyclone Megan, the Group recognised an insurance expense incurred by its captive insurer in
FY24 of US$50 million (US$35 million post-tax) in expenses excluding finance costs in the Consolidated income statement, and was
included within Group and unallocated items/eliminations.
The Group considers it probable to recover further amounts through insurance, which will also be classified as significant items. No
contingent asset has been disclosed for any further anticipated insurance recoveries as a reliable estimate cannot be made at present.
Revenue 1 | Non-current assets | |||
| FY24 | ||||
| US$M | FY25 | Restated 2 | FY25 | FY24 |
Australia | 279 | 359 | 3,352 | 3,350 |
Bahrain | 346 | 198 | – | – |
Brazil | 294 | 112 | 725 | 797 |
China | 248 | 306 | – | – |
Italy | 268 | 311 | – | – |
Japan | 415 | 276 | – | – |
Mozambique | 357 | 274 | 34 | 435 |
Netherlands 3 | 887 | 862 | 1,554 | 1,769 |
South Africa | 422 | 392 | 959 | 868 |
South Korea | 259 | 251 | – | – |
United States of America | 530 | 382 | 2,299 | 1,661 |
Rest of Africa | – | 9 | – | – |
Rest of Asia | 372 | 303 | 72 | 79 |
Rest of Europe | 545 | 430 | 8 | 8 |
Rest of Middle East | 144 | 121 | – | – |
Rest of North America | 286 | 244 | 19 | 2 |
Rest of Oceania | 128 | 93 | – | – |
Rest of South America | – | – | 236 | 307 |
Unallocated assets 4 | – | – | 670 | 570 |
Total | 5,780 | 4,923 | 9,928 | 9,846 |
Strategic report Governance Financial report Resources and reserves Information 185
| FY24 | |||
US$M | Note | FY25 | Restated 1 |
Changes in inventories of finished goods and work in progress | 28 | 40 | |
Raw materials and consumables used | 2,316 | 2,229 | |
Wages, salaries and redundancies | 561 | 498 | |
Pension and other post-retirement obligations | 46 | 42 | |
External services (including transportation) | 944 | 839 | |
Third party products and services | 362 | 436 | |
Depreciation and amortisation | 485 | 501 | |
Exchange rate (gains)/losses on restatement of monetary items | 4 | 23 | |
(Gains)/losses on derivative instruments, contingent consideration and other investments measured at FVTPL | 111 | (3) | |
Government and other royalties paid and payable | 68 | 58 | |
Exploration expenditure expensed | 39 | 33 | |
Impairment losses/(reversals) of financial assets | 19 | 27 | 29 |
Impairment losses/(reversals) of non-financial assets | 13 | 346 | 537 |
Short-term, low-value and variable lease rentals | 58 | 43 | |
All other operating expenses | 132 | 175 | |
Total | 5,527 | 5,480 |
6. Tax
(a) Income tax expense
| FY24 | |||
US$M | Note | FY25 | Restated 1 |
Current income tax (expense)/benefit | (319) | (213) | |
Deferred income tax (expense)/benefit | (13) | 126 | |
Total income tax (expense)/benefit | (332) | (87) | |
Income tax (expense)/benefit attributable to: | |||
Continuing operations | (304) | 79 | |
Discontinued operations | 30, 31 | (28) | (166) |
Total income tax (expense)/benefit | (332) | (87) |
1. Refer to note 30 Assets and liabilities held for sale and discontinued operations.
(b) Reconciliation of prima facie tax expense to income tax expense
| FY24 | |||
US$M | Note | FY25 | Restated 1 |
Profit/(loss) before tax from continuing operations | 619 | (527) | |
Profit/(loss) before tax from discontinued operations | 30, 31 | (77) | 409 |
Deduct: Share of profit/(loss) of equity accounted investments included in continuing operations | 99 | (59) | |
Deduct: Share of profit/(loss) of equity accounted investments included in discontinued operations | 30, 31 | – | (1) |
Profit/(loss) subject to tax | 443 | (58) | |
Income tax on profit/(loss) calculated at 30 per cent | (133) | 18 | |
Tax rate differential on non-Australian income | (100) | 4 | |
Exchange variations and other translation adjustments | 14 | (20) | |
Derecognition of future tax benefits 2 | (28) | (14) | |
Non-deductible impairment charges 2 | (42) | (77) | |
Colombian royalty expense | – | 23 | |
Prior year adjustments | 7 | (10) | |
Other | (50) | (11) | |
Total income tax (expense)/benefit | (332) | (87) |
1. Refer to note 30 Assets and liabilities held for sale and discontinued operations.
2. FY25 primarily relates to the FY25 impairment of Cerro Matoso, which resulted in the Group incurring US$41 million of non-deductible expenses. FY24 primarily relates to the FY24
impairment of Cerro Matoso, which resulted in the Group derecognising US$38 million of deferred tax assets and incurring US$38 million of non-deductible expenses. Refer to note
13 Impairment of non-financial assets.
Profit/(loss) from equity accounted investments has been taxed in companies other than South32 Limited, being the companies whose
results are disclosed as equity accounted investments in the consolidated financial statements. Refer to note 25 Equity accounted
investments for further details of the Group’s equity accounted investments.
186
South32 Annual Report 2025
Notes to financial statements – Results for the year continued
6. Tax continued
| Deferred tax (charged)/credited | ||||||
| to the Consolidated income | ||||||
Deferred tax assets | Deferred tax liabilities | statement 1 | ||||
| US$M | FY25 | FY24 | FY25 | FY24 1 | FY25 | FY24 |
Type of temporary difference | ||||||
Depreciation | 84 | 96 | 98 | 103 | (6) | 1 |
Employee benefits | 47 | 45 | (5) | (21) | – | 5 |
Closure and rehabilitation | 278 | 251 | (7) | (56) | 32 | 14 |
Other provisions | 17 | 14 | (3) | (3) | 3 | 4 |
Deferred charges | – | – | – | 83 | (4) | (31) |
Non tax-depreciable fair value adjustments, revaluations | ||||||
and mineral rights | (17) | (8) | 5 | 2 | (12) | 96 |
Tax-effected losses | 82 | 94 | – | – | (12) | 25 |
Brazil deferral incentive 2 | – | – | 88 | 61 | (27) | 9 |
Leases | 19 | 20 | (1) | (2) | (1) | 22 |
Other | (24) | (31) | – | 9 | 14 | (19) |
Total | 486 | 481 | 175 | 176 | (13) | 126 |
US$M | FY25 | FY24 |
Unrecognised deferred tax assets | ||
Tax-effected losses 1 | 308 | 61 |
Mineral rights | 587 | 617 |
Impairment of investments in subsidiaries | 1,228 | 1,233 |
Closure and rehabilitation | 64 | 99 |
Depreciable assets | 30 | 70 |
Other temporary differences | 3 | 6 |
Total unrecognised deferred tax assets | 2,220 | 2,086 |
Unrecognised deferred tax liabilities | ||
Taxable temporary differences associated with investments and undistributed earnings in subsidiaries | 36 | 36 |
Total unrecognised deferred tax liabilities | 36 | 36 |
Strategic report Governance Financial report Resources and reserves Information 187
6. Tax continued
(e) Tax consolidation
South32 Limited and its 100 per cent owned Australian resident subsidiaries have formed a tax consolidated group with effect from 25 May
2015. South32 Limited is the head entity of the tax consolidated group. Members of the Group have entered into a tax sharing agreement
in order to allocate income tax expense to the wholly-owned subsidiaries on a stand-alone basis. The tax sharing arrangement provides for
the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. The possibility of
such a default is considered remote at the date of this report.
Members of the tax consolidated group have also entered into a tax funding agreement. The Group has applied its allocation approach in
determining the appropriate amount of current taxes to allocate to members of the tax consolidated group. The tax funding agreement
provides for each member of the tax consolidated group to pay or receive a tax equivalent amount to or from the head entity in
accordance with their notional current tax liability or current tax asset. Such amounts are reflected in amounts receivable from, or payable
to, the head entity in their accounts and are settled as soon as practicable after lodgement of the consolidated return and payment of the
tax liability.
(g) Tax transparency report
More detail of the Group’s tax outcomes, including country-by-country reporting, is included in the 2025 Tax Transparency and Payments
to Government Report.
188
South32 Annual Report 2025
Notes to financial statements – Results for the year continued
7. Dividends
US$M | FY25 | FY24 |
Prior year final dividend 1 | 140 | 145 |
Interim dividend 2 | 154 | 18 |
Total dividends declared and paid during the year | 294 | 163 |
1. On 29 August 2024, the Directors resolved to pay a fully franked final dividend of US 3.1 cents per share (US$140 million) in respect of the 2024 financial year. The dividend was paid
on 17 October 2024.
2. On 13 February 2025, the Directors resolved to pay a fully franked interim dividend of US 3. 4 cents per share (US$154 million) in respect of the 2025 financial half year. The dividend
was paid on 3 April 2025.
Franking account
US$M | FY25 | FY24 |
Franking credits at the beginning of the financial year | 635 | 538 |
Credits arising from tax paid/payable by South32 Limited 1 | 207 | 137 |
Credits arising from receipt of franked dividends | – | 32 |
Utilisation of credits arising from the payment of franked dividends | (127) | (72) |
Exchange rate variations | (9) | – |
Total franking credits available at the end of the financial year 2 | 706 | 635 |
1. Includes the Australia FY25 income tax liability of US$22 million.
2. The payment of the final franked FY25 dividend declared after 30 June 2025 will decrease the franking account balance by US$50 million. Refer to note 32 Subsequent events.
| Profit/(loss) attributable to equity holders | FY24 | ||
US$M | Note | FY25 | Restated 1 |
Continuing operations | 318 | (446) | |
Discontinued operations | 30, 31 | (105) | 243 |
Profit/(loss) attributable to equity holders of South32 Limited (basic) | 213 | (203) | |
Profit/(loss) attributable to equity holders of South32 Limited (diluted) | 213 | (203) |
| Weighted average number of shares | ||
Million | FY25 | FY24 |
Basic earnings/(loss) per share denominator 1 | 4,510 | 4,519 |
Shares contingently issuable under ESOPs | 14 | – |
Diluted earnings/(loss) per share denominator 2 | 4,524 | 4,519 |
| Earnings/(loss) per share | FY24 | |
US cents | FY25 | Restated 1 |
Continuing operations | ||
Basic earnings/(loss) per share | 7.0 | (9.9) |
Diluted earnings/(loss) per share | 7.0 | (9.9) |
Attributable to ordinary equity holders of South32 Limited | ||
Basic earnings/(loss) per share | 4.7 | (4.5) |
Diluted earnings/(loss) per share | 4.7 | (4.5) |
Strategic report Governance Financial report Resources and reserves Information 189
This section shows the assets used to generate the Group’s trading performance and the liabilities incurred. Assets and liabilities relating
to the Group’s financing activities are addressed in the capital structure and financing section, notes 16 to 20.
9. Trade and other receivables
US$M | Note | FY25 | FY24 |
Current | |||
Trade receivables | 408 | 398 | |
Loans to equity accounted investments 1 | 28 | 233 | 73 |
Other receivables | 168 | 163 | |
Total current trade and other receivables 2 | 809 | 634 | |
Non-current | |||
Loans to equity accounted investments 1 | 28 | 1,737 | 1,933 |
Other receivables | 263 | 150 | |
Total non-current trade and other receivables 2 | 2,000 | 2,083 |
1. Includes a purchased credit-impaired receivable which is classified as current of US$220 million and non-current of US$1,554 million (FY24: current of US$45 million and non-current
of US$1,769 million). Refer to note 19 Financial assets and financial liabilities.
Trade receivables generally have terms of up to 30 days.
US$M | FY25 | FY24 |
Current | ||
Raw materials and consumables | 474 | 484 |
Work in progress | 296 | 299 |
Finished goods | 165 | 202 |
Total current inventories | 935 | 985 |
Non-current | ||
Raw materials and consumables | 36 | 41 |
Work in progress | – | 22 |
Total non-current inventories | 36 | 63 |
190
South32 Annual Report 2025
Notes to financial statements – Operating assets and liabilities
Land and buildings | Plant and equipment | ||||||||
| Other | Assets | Exploration | |||||||
| FY25 | Right-of-use | Owned | Right-of-use | Owned | mineral | under | and | ||
US$M | Note | assets | assets | assets | assets | assets 1 | construction | evaluation | Total |
Cost | |||||||||
At the beginning of the year | 37 | 2,343 | 1,094 | 11,642 | 3,331 | 1,324 | 80 | 19,851 | |
Additions | 9 | – | 114 | – | – | 959 | 48 | 1,130 | |
Changes in closure and rehabilitation provisions capitalised | 15 | – | – | – | (147) | – | – | – | (147) |
Disposals | (11) | (14) | – | (53) | (29) | – | – | (107) | |
Reclassified as held for sale | 30 | – | (172) | – | (1,174) | (269) | (26) | – | (1,641) |
Transfers and other movements | – | 182 | 13 | 198 | 15 | (392) | (16) | – | |
At the end of the year | 35 | 2,339 | 1,221 | 10,466 | 3,048 | 1,865 | 112 | 19,086 | |
Accumulated depreciation and impairments | |||||||||
At the beginning of the year | 19 | 1,582 | 481 | 8,497 | 2,518 | 251 | – | 13,348 | |
Depreciation 2 | 6 | 70 | 86 | 354 | 15 | – | – | 531 | |
Net impairments | 13 | – | 75 | 4 | 340 | 8 | 19 | – | 446 |
Disposals | (11) | (4) | – | (49) | (26) | – | – | (90) | |
Reclassified as held for sale | 30 | – | (166) | – | (1,145) | (267) | – | – | (1,578) |
At the end of the year | 14 | 1,557 | 571 | 7,997 | 2,248 | 270 | – | 12,657 | |
Net book value at the end of the year | 21 | 782 | 650 | 2,469 | 800 | 1,595 | 112 | 6,429 |
Land and buildings | Plant and equipment | ||||||||
| Other | Assets | Exploration | |||||||
| FY24 | Right-of-use | Owned | Right-of-use | Owned | mineral | under | and | ||
US$M | Note | assets | assets | assets | assets | assets 1 | construction | evaluation | Total |
Cost | |||||||||
At the beginning of the year | 43 | 2,413 | 1,051 | 13,408 | 4,470 | 1,235 | 245 | 22,865 | |
Additions | 2 | – | 72 | – | – | 901 | 53 | 1,028 | |
Changes in closure and rehabilitation provisions capitalised | 15 | – | – | – | 40 | – | – | – | 40 |
Disposals | (2) | – | – | (50) | (54) | (21) | – | (127) | |
Reclassified as held for sale | 31 | (6) | (125) | (29) | (2,093) | (1,187) | (477) | (38) | (3,955) |
Transfers and other movements | – | 55 | – | 337 | 102 | (314) | (180) | – | |
At the end of the year | 37 | 2,343 | 1,094 | 11,642 | 3,331 | 1,324 | 80 | 19,851 | |
Accumulated depreciation and impairments | |||||||||
At the beginning of the year | 18 | 1,516 | 380 | 9,533 | 3,053 | 170 | 145 | 14,815 | |
Depreciation 2 | 7 | 77 | 67 | 417 | 69 | – | – | 637 | |
Net impairments | 13 | – | 61 | 53 | 233 | 225 | (4) | – | 568 |
Disposals | (2) | – | – | (48) | (54) | – | – | (104) | |
Reclassified as held for sale | 31 | (4) | (72) | (19) | (1,638) | (775) | (47) | (13) | (2,568) |
Transfers and other movements | – | – | – | – | – | 132 | (132) | – | |
At the end of the year | 19 | 1,582 | 481 | 8,497 | 2,518 | 251 | – | 13,348 | |
Net book value at the end of the year | 18 | 761 | 613 | 3,145 | 813 | 1,073 | 80 | 6,503 |
Strategic report Governance Financial report Resources and reserves Information 191
11. Property, plant and equipment continued
192
South32 Annual Report 2025
Notes to financial statements – Operating assets and liabilities continued
11. Property, plant and equipment continued
Category | Useful life |
Buildings | 25 to 40 years straight-line |
Land | not depreciated, unless held for biodiversity offsets |
Plant and equipment | 3 to 30 years straight-line |
ROU assets | based on the shorter of the useful life or the lease term (straight-line) |
Mineral rights | based on Ore Reserves on a units of production basis |
Capitalised exploration, evaluation and development expenditure | based on Ore Reserves on a units of production basis |
Strategic report Governance Financial report Resources and reserves Information 193
| FY25 | Other | |||
US$M | Note | Goodwill | intangibles | Total |
Cost | ||||
At the beginning of the year | 139 | 352 | 491 | |
Translation adjustments | – | 2 | 2 | |
Additions | – | 6 | 6 | |
Disposals | – | (91) | (91) | |
Reclassified as held for sale | 30 | – | (81) | (81) |
At the end of the year | 139 | 188 | 327 | |
Accumulated amortisation and impairments | ||||
At the beginning of the year | – | 270 | 270 | |
Amortisation 1 | – | 9 | 9 | |
Net impairments | 13 | – | 18 | 18 |
Disposals | – | (90) | (90) | |
Reclassified as held for sale | 30 | – | (76) | (76) |
At the end of the year | – | 131 | 131 | |
Net book value at the end of the year | 139 | 57 | 196 |
| FY24 | Other | |||
US$M | Note | Goodwill | intangibles | Total |
Cost | ||||
At the beginning of the year | 139 | 328 | 467 | |
Translation adjustments | – | 1 | 1 | |
Additions | – | 4 | 4 | |
Acquisition of a subsidiary 1 | – | 20 | 20 | |
Reclassified as held for sale | 31 | – | (1) | (1) |
At the end of the year | 139 | 352 | 491 | |
Accumulated amortisation and impairments | ||||
At the beginning of the year | – | 225 | 225 | |
Amortisation 2 | – | 10 | 10 | |
Net impairments | 13 | – | 36 | 36 |
Reclassified as held for sale | 31 | – | (1) | (1) |
At the end of the year | – | 270 | 270 | |
Net book value at the end of the year | 139 | 82 | 221 |
Category | Useful life |
Software and licences | 5 years |
Contract based intangible assets | up to 35 years |
194
South32 Annual Report 2025
Notes to financial statements – Operating assets and liabilities continued
US$M | Note | FY25 | FY24 |
Impairment | |||
Property, plant and equipment - owned assets | 11 | 442 | 729 |
Property, plant and equipment - ROU assets | 11 | 4 | 53 |
Intangible assets | 12 | 18 | 36 |
Impairment reversal | |||
Property, plant and equipment - owned assets | 11 | – | (214) |
Total net impairment 1,2 | 464 | 604 |
Strategic report Governance Financial report Resources and reserves Information 195
13. Impairment of non-financial assets continued
(a) Impairments - 30 June 2025 continued
Mozal Aluminium continued
The alumina and aluminium price, in real terms, and exchange rate forecasts used in the FVLCD determinations were within the following
ranges as published by market commentators:
FY25 | Assumptions used | |
Aluminium price (US$/t) | 2,450 to 2 | ,750 |
Alumina price (US$/t) | 340 to 410 | |
Foreign exchange rates (ZAR to US$) | 17.5 to 18.5 |
The following table illustrates the sensitivity of the recoverable amount of Mozal Aluminium to a reasonable possible change in the
aforementioned assumptions. Owing to the complexity of the relationships between each key assumption, the analysis was performed for
each assumption individually with all other assumptions held constant.
| Impact on recoverable amount (US$M) | |||
| Change in key | |||
| FY25 | assumption | Favourable | Unfavourable |
Aluminium price (US$/t) | 10% | 86 | (100) |
Alumina price (US$/t) | 10% | 12 | (14) |
Foreign exchange rates (ZAR to US$) | 10% | 18 | (23) |
Cerro Matoso
In July 2025, the Group announced its decision to enter into a binding agreement to sell Cerro Matoso. The related Cerro Matoso disposal
group has been reclassified as held for sale at 30 June 2025.
The recoverable amount of the Cerro Matoso disposal group, which includes the Cerro Matoso CGU, and is also an operating segment, was
assessed and as a result a US$118 million impairment was recognised. The impairment of US$118 million includes US$107 million of
property, plant and equipment and US$11 million of intangible assets. The impairment of property, plant and equipment includes US$16
million recognised in land and buildings, US$83 million recognised in plant and equipment and US$8 million recognised in other mineral
assets.
The recoverable amount of the disposal group of US$51 million was determined using the FVLCD methodology, informed by the
consideration expected to be received, less costs of disposal, inclusive of the fair value of contingent price-linked consideration determined
to be US$6 million. Refer to note 30 Assets and liabilities held for sale and discontinued operations for further details.
As at 30 June 2025, the recoverable amount approximates the carrying value of the disposal group held for sale.
(b) Impairments and impairment reversals - 30 June 2024
Worsley Alumina
In 2019, Worsley Alumina commenced the environmental approval process with the Western Australian Environmental Protection Authority
(WA EPA) for the Worsley Mine Development Project to enable access to bauxite to sustain production. On 8 July 2024, the WA EPA
published its recommendation that the proposal may be implemented, subject to conditions.
Having regard to the increased uncertainty created by the WA EPA's recommended conditions and the associated operating impacts for
Worsley Alumina, the Group identified an impairment indicator for the Worsley Alumina CGU and recognised a resulting impairment of
US$554 million. The recoverable amount of Worsley Alumina was determined as US$2,027 million based on its FVLCD.
Worsley Alumina, which is also an operating segment, consists of an integrated bauxite mine and alumina refinery in Western Australia. The
impairment of US$554 million of property, plant and equipment includes US$30 million recognised in land and buildings, US$229 million
recognised in plant and equipment and US$295 million recognised in other mineral assets.
The fair value measurement was categorised as a Level 3 fair value based on the inputs in the discounted cash flow valuation model (refer
to note 19 Financial assets and financial liabilities), and was determined using a real US$ post tax discount rate of seven per cent. The
recoverable amount was informed by a production profile and costs based on management’s planning processes. The key assumptions
used in the determination of the FVLCD were:
– Alumina price;
– Foreign exchange rates;
– Costs of production;
– Discount rate;
– Regulatory approvals; and
– Mineral Resource estimation.
196
South32 Annual Report 2025
Notes to financial statements – Operating assets and liabilities continued
13. Impairment of non-financial assets continued
(b) Impairments and impairment reversals - 30 June 2024 continued
Worsley Alumina continued
Alumina price and foreign exchange rates – The alumina price, in real terms, and exchange rates used in the FVLCD determinations were
within the following ranges:
FY24 | Assumptions used |
Alumina price (US$/t) | 395 to 480 |
Foreign exchange rates (AU$ to US$) | 0.67 to 0.75 |
Costs of production – Estimated costs of production are based on management's planning processes, which include assumptions on
forecast operating, energy and raw materials expenditures.
Regulatory approvals – The LoOP which informed the production profile includes the assumption that Worsley Alumina will be able to
obtain the necessary future regulatory approvals required to continue operating to plan.
Mineral Resource estimation – The Mineral Resource estimate of Worsley Alumina is reported in accordance with the JORC Code, and the
ASX Listing Rules (Chapter 5): Additional reporting on mining and oil and gas production and exploration activities. Refer to the Mineral
Resources and Ore Reserves section of note 2(c) for further information on these estimates.
Cerro Matoso
During FY24, the Group commenced a strategic review of Cerro Matoso to evaluate options to enhance the operation’s competitive
position. During this review, the Group identified an impairment indicator for the Cerro Matoso CGU and recognised a resulting impairment
of US$264 million. The recoverable amount of the Cerro Matoso CGU was determined as US$54 million based on its FVLCD.
The impairment of US$264 million includes US$228 million of property, plant and equipment and US$36 million of intangible assets. The
impairment of property, plant and equipment includes US$45 million recognised in land and buildings, US$154 million recognised in plant
and equipment and US$29 million recognised in other mineral assets.
The fair value measurement was categorised as a Level 3 fair value based on the inputs in the discounted cash flow valuation model (refer
to note 19 Financial assets and financial liabilities), and was determined using a real US$ post tax discount rate of seven per cent with a
country risk premium of two per cent. The recoverable amount was informed by a production profile and costs based on management’s
planning processes. The key assumptions used in the determination of the FVLCD were:
– Ferronickel price;
– Foreign exchange rates; and
– Mineral Resource estimation.
Ferronickel price and foreign exchange rates – The ferronickel price, in real terms, and exchange rates used in the FVLCD determinations
were within the following ranges:
FY24 | Assumptions used | |
Ferronickel price (US$/lb) | 6.30 to 7.00 | |
Foreign exchange rates (US$ to COP) | 4,180 to | 4,295 |
Mineral Resource estimation – The Mineral Resource estimate of Cerro Matoso is reported in accordance with the JORC Code, and the ASX
Listing Rules (Chapter 5): Additional reporting on mining and oil and gas production and exploration activities. Refer to the Mineral
Resources and Ore Reserves section of note 2(c) for further information on these estimates.
Illawarra Metallurgical Coal
In February 2024, the Group announced its decision to enter into a binding agreement to sell Illawarra Metallurgical Coal and reclassified
the related disposal group as held for sale.
The recoverable amount of the Illawarra Metallurgical Coal disposal group was assessed and as a result a US$197 million impairment
reversal of property, plant and equipment was recognised. The impairment reversal includes US$14 million of land and buildings, US$97
million of plant and equipment and US$86 million of other mineral assets.
The recoverable amount of US$1,236 million was determined using the FVLCD methodology, informed by the consideration expected to be
received, less costs of disposal, inclusive of the fair value of contingent price-linked consideration determined to be US$115 million. Refer
to note 31 Disposal of subsidiaries and joint operations for further details.
The fair value of the contingent price-linked consideration was categorised as a Level 3 fair value based on the inputs used in the valuation
(refer to note 19 Financial assets and financial liabilities), including metallurgical coal prices within a range of US$190/t to US$225/t and a
real US$ post tax discount rate of seven per cent.
Strategic report Governance Financial report Resources and reserves Information 197
13. Impairment of non-financial assets continued
(b) Impairments and impairment reversals - 30 June 2024 continued
Eagle Downs Metallurgical Coal
In February 2024, the Group announced its decision to enter into a binding agreement to sell its 50 per cent interest in Eagle Downs
Metallurgical Coal and reclassified the related disposal group as held for sale.
The recoverable amount of the Group's interest in Eagle Downs Metallurgical Coal was assessed and as a result a US$17 million impairment
reversal of property, plant and equipment was recognised. The impairment reversal includes US$13 million of other mineral assets and
US$4 million of assets under construction.
The recoverable amount of US$16 million was determined using the FVLCD methodology, informed by the consideration expected to be
received, less costs of disposal, inclusive of the fair value of contingent price-linked consideration. The contingent price-linked
consideration was valued at nil based on the Group’s assessment of development risk which is a prerequisite for the contingent payment
and price-linked royalty to be applied. Refer to note 31 Disposal of subsidiaries and joint operations for further details.
(c) Impairment test for CGUs containing goodwill
The carrying amount of goodwill has been allocated to the following CGU:
US$M | Note | FY25 | FY24 |
Hillside Aluminium | 139 | 139 | |
Total goodwill | 12 | 139 | 139 |
The goodwill arose from the acquisition of Alusaf in Hillside Aluminium (Pty) Ltd and has been allocated to the Hillside Aluminium CGU
which comprises the Hillside aluminium smelter. The recoverable amount of the Hillside Aluminium CGU was determined based on a FVLCD
calculation, using a real US$ post tax discount rate of seven per cent, and a country risk premium of two per cent applied to discount future
cash flows expressed in real terms, and was categorised as a Level 3 fair value based on the inputs in the valuation technique (refer to note
19 Financial assets and financial liabilities). The key assumptions used in the determination of FVLCD were:
– Aluminium and alumina prices;
– Foreign exchange rates;
– Production volumes;
– Carbon pricing and timing; and
– Discount rate.
Aluminium and alumina prices, and foreign exchange rates – The aluminium and alumina price, in real terms, and exchange rate forecasts
used in the FVLCD determinations were within the following ranges as published by market commentators, along with the sensitivity of the
recoverable amount of Hillside Aluminium to a reasonable possible change in these assumptions, based on unfavourably changing these
assumptions by 10 per cent whilst holding all other variables constant, are shown in the table below:
| Impact on recoverable | |||
FY25 | Assumptions used | amount (US$M) | |
Alumina price (US$/t) | 340 to 410 | (162) | |
Aluminium price (US$/t) | 2,450 to 2 | ,750 | (595) |
Foreign exchange rates (US$ to ZAR) | 17.5 to 18.5 | (288) |
Production volumes – Estimated production volumes are based on the life of the smelter as determined by management as part of its
long-term planning process. Production volumes are influenced by production input costs such as electricity prices, jurisdiction-based
carbon pricing, and the selling price of aluminium.
Carbon pricing and timing – In determining the FVLCD, the current jurisdiction enacted carbon price, in real terms, of ZAR277 to ZAR471
per tonne CO
2
-e was applied for the life of the smelter for Scope 1 and 2 emissions, net of operation specific allowances.
At 30 June 2025, the carrying value of the Hillside Aluminium CGU approximates its recoverable amount. As such any material long-term
unfavourable change in the aforementioned key assumptions could lead to the carrying value exceeding the recoverable amount. The
relationships between each key assumption are complex, such that a change in one may cause a change in several other inputs.
198
South32 Annual Report 2025
Notes to financial statements – Operating assets and liabilities continued
13. Impairment of non-financial assets continued
Future production | LoOPs based on Mineral Resource and Ore Reserve estimates, economic life of smelters and refineries |
| and, in certain cases, Exploration Targets and expansion projects, including future cost of production. | |
| Refer to note 2(c) Key estimates, assumptions and judgements for further details regarding Mineral | |
| Resources and Ore Reserves as sources of estimation uncertainty. | |
| Commodity prices and | Short-term price assumptions are based on an assessment of market signposts including observed |
| market traded | prices such as forwards, futures and reported transactions. Long-term price estimates are typically |
| consumables | developed based on the demand and supply drivers of a commodity, refer to note 2(c) Key estimates, |
| assumptions and judgements for further details regarding our base case commodity price outlook. | |
Exchange rates | Short-term exchange rate estimates are guided primarily by spot or forward exchange rates. Longer |
| term estimates are based on an assessment of available market data and economic indicators. | |
Discount rates | Risk-adjusted cost of capital appropriate to the operation. |
Regulatory approvals | LoOPs include assumptions associated with the successful application, and timing thereof, of ongoing |
| and future regulatory approvals. | |
Carbon prices | Carbon price assumptions are based on actual enacted schemes less allowable abatements, where |
applicable, and a long-term base case estimate of US$68 per tonne CO 2 -e (real) applied to all Scope 1 | |
| and 2 emissions from FY40 onwards. |
Strategic report Governance Financial report Resources and reserves Information 199
US$M | FY25 | FY24 |
Current | ||
Trade creditors | 752 | 665 |
Other creditors | 50 | 140 |
Total current trade and other payables | 802 | 805 |
Non-current | ||
Other creditors | – | 1 |
Total non-current trade and other payables | – | 1 |
US$M | FY25 | FY24 |
Current | ||
Employee benefits | 163 | 159 |
Closure and rehabilitation | 16 | 9 |
Other | 6 | 11 |
Total current provisions | 185 | 179 |
Non-current | ||
Employee benefits | 7 | 7 |
Closure and rehabilitation | 1,653 | 1,858 |
Post-retirement employee benefits | 15 | 30 |
Other | 9 | 9 |
Total non-current provisions | 1,684 | 1,904 |
| Post- | ||||||
| retirement | ||||||
| FY25 | Employee | Closure and | employee | |||
US$M | Note | benefits | rehabilitation | benefits | Other | Total |
At the beginning of the year | 166 | 1,867 | 30 | 20 | 2,083 | |
Charge/(credit) to the Consolidated income statement: | ||||||
Underlying | 141 | 1 | 1 | 11 | 154 | |
Discounting 1 | – | 106 | – | – | 106 | |
Net interest expense 2 | – | – | 3 | – | 3 | |
Exchange rate variations | 1 | 7 | – | – | 8 | |
Released during the year | (9) | (3) | (3) | – | (15) | |
Amounts capitalised for change in costs and estimates | – | 15 | – | – | 15 | |
Amounts capitalised for change in discount rate | – | (152) | – | – | (152) | |
Foreign exchange amounts capitalised | – | (10) | – | – | (10) | |
Utilisation | (122) | (4) | (5) | (6) | (137) | |
Reclassified as held for sale | 30 | (7) | (158) | (11) | (10) | (186) |
At the end of the year | 170 | 1,669 | 15 | 15 | 1,869 |
200
South32 Annual Report 2025
Notes to financial statements – Operating assets and liabilities continued
15. Provisions continued
| Post- | ||||||
| retirement | ||||||
| FY24 | Employee | Closure and | employee | |||
US$M | Note | benefits | rehabilitation | benefits | Other | Total |
At the beginning of the year | 183 | 1,938 | 33 | 26 | 2,180 | |
Charge/(credit) to the Consolidated income statement: | ||||||
Underlying | 156 | 12 | 3 | 3 | 174 | |
Discounting 1 | – | 132 | – | – | 132 | |
Change in discount rate | – | (3) | – | – | (3) | |
Net interest expense | – | – | 2 | – | 2 | |
Released during the year | (15) | (2) | – | – | (17) | |
Amounts capitalised for change in costs and estimates | – | 68 | – | – | 68 | |
Amounts capitalised for change in discount rate | – | (17) | – | – | (17) | |
Foreign exchange amounts capitalised | – | (11) | – | – | (11) | |
Amounts taken to retained earnings | – | – | (4) | – | (4) | |
Utilisation | (132) | (15) | (4) | (7) | (158) | |
Reclassified as held for sale | 31 | (26) | (235) | – | (2) | (263) |
At the end of the year | 166 | 1,867 | 30 | 20 | 2,083 |
Strategic report Governance Financial report Resources and reserves Information 201
15. Provisions continued
202
South32 Annual Report 2025
Notes to financial statements – Operating assets and liabilities continued
This section outlines how the Group manages its capital and related financing activities.
US$M | FY25 | FY24 |
Cash | 681 | 663 |
Short-term deposits | 996 | 179 |
Cash and cash equivalents 1 | 1,677 | 842 |
US$M | Note | FY25 | FY24 |
Current | |||
Lease liabilities | 92 | 58 | |
Unsecured loans from equity accounted investments | 28 | 160 | 138 |
Unsecured other | 15 | 27 | |
Total current interest bearing liabilities | 267 | 223 | |
Non-current | |||
Lease liabilities | 621 | 614 | |
Senior unsecured notes | 693 | 692 | |
Unsecured other | 53 | 37 | |
Total non-current interest bearing liabilities | 1,367 | 1,343 |
| Other interest | Total interest | ||
| FY25 | bearing | bearing | |
US$M | Lease liabilities | liabilities | liabilities |
At the beginning of the year | 672 | 894 | 1,566 |
Cash movements: | |||
Proceeds from interest bearing liabilities | – | 53 | 53 |
Repayment of interest bearing liabilities 1 | (75) | (26) | (101) |
Interest paid | (54) | (56) | (110) |
Non-cash movements: | |||
Interest charged 2 | 54 | 56 | 110 |
Net increase/(decrease) of interest bearing liabilities | 123 | – | 123 |
Exchange rate variations | (7) | – | (7) |
At the end of the year | 713 | 921 | 1,634 |
| Other interest | Total interest | |||
| FY24 | bearing | bearing | ||
US$M | Note | Lease liabilities | liabilities | liabilities |
At the beginning of the year | 674 | 1,067 | 1,741 | |
Cash movements: | ||||
Proceeds from interest bearing liabilities | – | 200 | 200 | |
Repayment of interest bearing liabilities 1 | (54) | (355) | (409) | |
Interest paid | (53) | (59) | (112) | |
Non-cash movements: | ||||
Interest charged | 53 | 59 | 112 | |
Net increase/(decrease) of interest bearing liabilities | 72 | – | 72 | |
Reclassified as held for sale | 31 | (20) | – | (20) |
Exchange rate variations | – | (18) | (18) | |
At the end of the year | 672 | 894 | 1,566 |
Strategic report Governance Financial report Resources and reserves Information 203
Notes to financial statements – Capital structure and financing
| FY24 | ||
US$M | FY25 | Restated 1 |
Finance income | ||
Interest on loans to equity accounted investments | 177 | 178 |
Other interest income | 82 | 41 |
Total finance income | 259 | 219 |
Finance costs | ||
Interest on borrowings | (61) | (65) |
Interest on lease liabilities | (52) | (52) |
Discounting on provisions and other liabilities | (94) | (119) |
Change in discount rate on closure and rehabilitation provisions | – | 3 |
Exchange rate variations on net cash/(debt) | 13 | 6 |
Total finance costs | (194) | (227) |
Net finance income/(costs) | 65 | (8) |
| FY25 | Designated as | ||||
US$M | Note | Held at FVTPL | FVOCI | Amortised cost | Total |
Financial assets | |||||
Cash and cash equivalents | 16 | – | – | 1,677 | 1,677 |
Trade and other receivables 1 | 9 | 133 | – | 578 | 711 |
Other financial assets: | |||||
Derivative contracts | 7 | – | – | 7 | |
Total current financial assets | 140 | – | 2,255 | 2,395 | |
Trade and other receivables 1 | 9 | – | – | 1,927 | 1,927 |
Other financial assets: | |||||
Investments in equity instruments designated as FVOCI | – | 130 | – | 130 | |
Contingent consideration receivable | 54 | – | – | 54 | |
Total non-current financial assets | 54 | 130 | 1,927 | 2,111 | |
Total financial assets | 194 | 130 | 4,182 | 4,506 | |
Financial liabilities | |||||
Trade and other payables 2 | 14 | 2 | – | 796 | 798 |
Interest bearing liabilities | 17 | – | – | 267 | 267 |
Total current financial liabilities | 2 | – | 1,063 | 1,065 | |
Interest bearing liabilities | 17 | – | – | 1,367 | 1,367 |
Other financial liabilities: | |||||
Contingent consideration payable | 78 | – | – | 78 | |
Total non-current financial liabilities | 78 | – | 1,367 | 1,445 | |
Total financial liabilities | 80 | – | 2,430 | 2,510 |
204
South32 Annual Report 2025
Notes to financial statements – Capital structure and financing continued
19. Financial assets and financial liabilities continued
| FY24 | Designated as | ||||
US$M | Note | Held at FVTPL | FVOCI | Amortised cost | Total |
Financial assets | |||||
Cash and cash equivalents | 16 | – | – | 842 | 842 |
Trade and other receivables 1 | 9 | 120 | – | 403 | 523 |
Other financial assets: | |||||
Derivative contracts | 1 | – | – | 1 | |
Total current financial assets | 121 | – | 1,245 | 1,366 | |
Trade and other receivables 1 | 9 | – | – | 1,951 | 1,951 |
Other financial assets: | |||||
Investments in equity instruments designated as FVOCI | – | 89 | – | 89 | |
Total non-current financial assets | – | 89 | 1,951 | 2,040 | |
Total financial assets | 121 | 89 | 3,196 | 3,406 | |
Financial liabilities | |||||
Trade and other payables 2 | 14 | 3 | – | 782 | 785 |
Interest bearing liabilities | 17 | – | – | 223 | 223 |
Total current financial liabilities | 3 | – | 1,005 | 1,008 | |
Interest bearing liabilities | 17 | – | – | 1,343 | 1,343 |
Other financial liabilities: | |||||
Contingent consideration payable | 17 | – | – | 17 | |
Total non-current financial liabilities 2 | 17 | – | 1,343 | 1,360 | |
Total financial liabilities | 20 | – | 2,348 | 2,368 |
Strategic report Governance Financial report Resources and reserves Information 205
19. Financial assets and financial liabilities continued
(a) Fair value measurement continued
| FY25 | ||||
US$M | Level 1 | Level 2 | Level 3 | Total |
Financial assets and liabilities | ||||
Trade and other receivables | – | 133 | – | 133 |
Trade and other payables | – | (2) | – | (2) |
Derivative contract assets | 7 | – | – | 7 |
Investments in equity instruments designated as FVOCI | 119 | – | 11 | 130 |
Contingent consideration receivable | – | – | 54 | 54 |
Contingent consideration payable | – | – | (78) | (78) |
Total | 126 | 131 | (13) | 244 |
| FY24 | ||||
US$M | Level 1 | Level 2 | Level 3 | Total |
Financial assets and liabilities | ||||
Trade and other receivables | – | 120 | – | 120 |
Trade and other payables | – | (3) | – | (3) |
Derivative contract assets | 1 | – | – | 1 |
Investments in equity instruments designated as FVOCI | 80 | – | 9 | 89 |
Contingent consideration payable | – | – | (17) | (17) |
Total | 81 | 117 | (8) | 190 |
US$M | FY25 | FY24 |
At the beginning of the year | (8) | (20) |
Addition of financial assets | 115 | 1 |
Net unrealised gains/(losses) recognised in the Consolidated income statement 1 | (122) | 10 |
Unrealised gains recognised in the Consolidated statement of comprehensive income 2 | 2 | 1 |
At the end of the year | (13) | (8) |
| Impact on carrying amount | ||||
| FY25 | Carrying | |||
| US$M | amount | Significant inputs | Favourable | Unfavourable |
Financial assets | Coal price 1 | |||
Contingent consideration receivable | 54 | Production volumes 2 | 121 | (54) |
Financial liabilities | ||||
Contingent consideration payable | (55) | Production volumes 2 | 55 | (3) |
206
South32 Annual Report 2025
Notes to financial statements – Capital structure and financing continued
19. Financial assets and financial liabilities continued
US$M | FY25 | FY24 |
Financial assets | ||
Cash and cash equivalents | 1,664 | 788 |
Trade and other receivables | 32 | 28 |
Financial liabilities | ||
Interest bearing liabilities | (190) | (138) |
Net exposure | 1,506 | 678 |
| Impact on profit/(loss) after tax | ||
| US$M | FY25 | FY24 |
Increase of 100 basis points | 11 | 5 |
Decrease of 100 basis points | (11) | (5) |
US$M | FY25 | FY24 |
Australian dollar | (796) | (779) |
Brazilian real | (74) | (52) |
Canadian dollar | 110 | 37 |
Strategic report Governance Financial report Resources and reserves Information 207
19. Financial assets and financial liabilities continued
(b) Financial risk management objectives and policies continued
(i) Market risk continued
Foreign currency risk continued
| Other comprehensive income, | ||||
| Profit/(loss) after tax | net of tax | |||
| US$M | FY25 | FY24 | FY25 | FY24 |
10% strengthening in Australian dollar | (56) | (55) | – | – |
10% strengthening in Brazilian real | (7) | (5) | – | – |
10% strengthening in Canadian dollar | 3 | 4 | 8 | 4 |
| FY25 | |||
US$M | Available | Used | Unused |
Revolving credit facility 1 | 1,400 | – | 1,400 |
208
South32 Annual Report 2025
Notes to financial statements – Capital structure and financing continued
19. Financial assets and financial liabilities continued
(b) Financial risk management objectives and policies continued
(ii) Liquidity risk continued
| On demand or | |||||
| FY25 | Carrying | less than 1 | More than 5 | ||
| US$M | amount | Total | year | 1 to 5 years | years |
Trade and other payables 1 | 798 | 798 | 798 | – | – |
Senior unsecured notes | 693 | 913 | 30 | 122 | 761 |
Lease liabilities | 713 | 1,112 | 145 | 364 | 603 |
Other interest bearing liabilities | 228 | 230 | 175 | 55 | – |
Other financial liabilities - contingent consideration payable | 78 | 83 | – | 83 | – |
Total | 2,510 | 3,136 | 1,148 | 624 | 1,364 |
| On demand or | |||||
| FY24 | Carrying | less than 1 | More than 5 | ||
| US$M | amount | Total | year | 1 to 5 years | years |
Trade and other payables 1 | 785 | 785 | 784 | 1 | – |
Senior unsecured notes | 692 | 944 | 30 | 122 | 792 |
Lease liabilities | 672 | 1,104 | 111 | 337 | 656 |
Other interest bearing liabilities | 202 | 205 | 165 | 40 | – |
Other financial liabilities - contingent consideration payable | 17 | 22 | – | 22 | – |
Total | 2,368 | 3,060 | 1,090 | 522 | 1,448 |
Strategic report Governance Financial report Resources and reserves Information 209
19. Financial assets and financial liabilities continued
(b) Financial risk management objectives and policies continued
(iii) Credit risk continued
Shareholder loan receivable from Sierra Gorda continued
US$M | FY25 | FY24 |
At the beginning of the year | 1,814 | 1,711 |
Interest accrued | 163 | 159 |
Net impairment | (27) | (29) |
Repayment of accrued interest | (176) | (27) |
At the end of the year | 1,774 | 1,814 |
| FY25 | Impact on profit/(loss) after tax | |||
| US$M | Face value | Carrying value | Favourable | Unfavourable |
Trade and other receivables | ||||
Loans to equity accounted investments | 2,228 | 1,774 | 62 | (110) |
FY25 | FY24 | |||
Shares | US$M | Shares | US$M | |
Share capital | ||||
At the beginning of the year | 4,529,258,568 | 13,216 | 4,545,413,695 | 13,251 |
Shares bought back and cancelled | (25,623,447) | (56) | (16,155,127) | (35) |
At the end of the year | 4,503,635,121 | 13,160 | 4,529,258,568 | 13,216 |
Treasury shares | ||||
At the beginning of the year | (15,687,464) | (43) | (17,263,473) | (51) |
Purchase of shares by ESOP Trusts | (3,968,685) | (10) | (4,345,048) | (11) |
Employee share awards vested | 9,936,644 | 28 | 5,921,057 | 19 |
At the end of the year | (9,719,505) | (25) | (15,687,464) | (43) |
210
South32 Annual Report 2025
Notes to financial statements – Capital structure and financing continued
US$'000 | FY25 | FY24 |
Fees payable to the Group's auditor for assurance services | ||
Audit and review of financial statements | 4,052 | 4,446 |
Other assurance services 1 | 767 | 823 |
Total auditor’s remuneration | 4,819 | 5,269 |
22. Employee share ownership plans
At 30 June 2025, the Group had the following employee share ownership plans:
Plan | Overview | Vesting conditions 1 | Vesting dates | |
Long-Term Incentive Plan 2 | Recurring long-term incentive plan for Lead | Awards subject to performance and service | August 2025 | |
(FY22 - FY25) | Team members. | conditions over a four-year vesting period. | August 2026 | |
| August 2027 | ||||
| August 2028 | ||||
Deferred Short-Term | Recurring short-term incentive plan for Lead | Awards subject to service conditions over a two- | August 2025 | |
Incentive Plan 2 | Team members. | year vesting period. | August 2026 | |
(FY23, FY24) | ||||
Management Share Plan 3 | Recurring long-term incentive plan for eligible | Retention rights: Awards subject to service | August 2025 | |
(FY22 - FY25) | employees below the Lead Team. The | conditions over a three-year vesting period. | August 2026 | |
| Management Share Plan comprises retention | Performance rights: Awards subject to | August 2027 | ||
| rights and performance rights. | performance and service conditions over a four- | August 2028 | ||
| year vesting period. | ||||
AllShare Plan 4 | Recurring employee share plan for employees | Awards subject to service conditions over a | August 2025 | |
(2022 - 2024) | not eligible to participate in the other employee | three-year vesting period in Africa and a two- | August 2026 | |
| share plans. Awards to the value of at least | year vesting period elsewhere. | August 2027 | ||
| US$1,250 per employee are granted annually. | ||||
Executive Transitional | A one-off grant made to Lead Team members in | Awards subject to performance and service | August 2026 | |
Award Plan 5 | recognition of their adjustment from the | conditions over a three-year vesting period. | August 2027 | |
(FY24, | FY25) | Management Share Plan (three-year retention | ||
| rights and four-year performance rights) to the | ||||
| four-year plan at the Group. | ||||
Management Share Plan | One-off grants made to employees on joining | Awards subject to service and/or performance | August 2025 | |
Sign-on Award 6 | the Group. Awards may comprise retention | conditions over various vesting periods. | August 2026 | |
(FY25) | rights and/or performance rights. | August 2027 |
1. Performance conditions are based on performance for the year ended 30 June of the relevant year prior to the vesting date.
2. Awards granted on 6 December 2021, 8 December 2022, 4 December 2023 and 3 December 2024.
3. Awards granted on 6 December 2021, 9 May 2022, 8 December 2022, 15 May 2023, 4 December 2023, 7 May 2024, 3 December 2024 and 6 May 2025.
4. Awards granted on 8 December 2022, 4 December 2023 and 3 December 2024.
5. Awards granted on 4 December 2023 and 3 December 2024.
6. Awards granted on 3 December 2024.
Awards may be granted annually subject to approval by shareholders at the annual general meeting for awards to the Chief Executive
Officer, and by the Board of Directors, for all other awards. All awards take the form of rights to receive one share in South32 Limited for
each right granted, subject to Board of Directors discretion and performance and/or service conditions being met.
Performance conditions include total shareholder return relative to peer groups, climate change, and portfolio management performance
hurdles. Further information on the vesting conditions of performance rights granted in FY25 is disclosed in the Remuneration Report.
A portion of the 2022, 2023 and 2024 AllShare Plan awards (participants located in Colombia and Mozambique) take the form of rights to
receive a cash payment equivalent to the value of South32 Limited shares at the time of payment. Employees in Africa are granted rights
on the JSE and all other employees are granted rights on the ASX.
Awards do not confer any dividend or voting rights until they convert into shares at vesting. In addition, the awards do not confer any rights
to participate in a share issue, however, there is discretion under the plans to adjust the awards in response to a variation in South32
Limited’s share capital.
The FY24 Deferred Short-term Incentive Plan and the AllShare JSE Plan are eligible to receive a payment equal to the dividend amount that
would have been earned on the underlying shares awarded to those participants (a Dividend Equivalent Payment). The Dividend Equivalent
Payment is made in cash to participants once the underlying shares are issued or transferred to them. No Dividend Equivalent Payment is
made in respect of awards that have lapsed or have been forfeited. No other awards are eligible for a Dividend Equivalent Payment.
Strategic report Governance Financial report Resources and reserves Information 211
Notes to financial statements – Other notes
22. Employee share ownership plans continued
| Risk-free | ||||||
| interest rate | ||||||
| Fair value at | Share price at | based on | ||||
| grant date | grant date | Expected | Expected life | government | ||
| FY25 | (US$) | (US$) | volatility (%) | (in years) | bonds (%) | |
Recurring plans | ||||||
FY25 Long-Term Incentive Plan | 1.48 | 2.34 | 35 | 4 | 3.28 | |
FY24 Deferred Short-Term Incentive Plan | 2.43 | 2.34 | 35 | 2 | 3.81 | |
FY25 Management Share Plan - Retention rights | 2.17 - 2.22 | 1.83 - 2.36 | 35 | 3 | 3.77 - 7.81 | |
FY25 Management Share Plan - Performance rights | 1.45 - 1.48 | 1.83 - 2.36 | 35 | 4 | 3.28 - 7.53 | |
2024 | AllShare Plan | 2.29 - 2.37 | 2.34 - 2.36 | 35 | 2 - 3 | 3.81 - 7.81 |
Transitional and other plans | ||||||
FY25 Executive Transitional Award Plan | 1.27 | 2.34 | 35 | 3 | 3.77 | |
FY25 Management Share Plan Sign-on Award - Retention rights | 2.29 - 2.38 | 2.34 | 35 | 1 - 2 | 3.81 - 4.58 | |
FY25 Management Share Plan Sign-on Award - Performance rights | 1.19 - 1.27 | 2.34 | 35 | 2 - 3 | 3.77 - 3.81 |
212
South32 Annual Report 2025
Notes to financial statements – Other notes continued
22. Employee share ownership plans continued
(c) Reconciliation of outstanding share awards
None of the awards listed below have an exercise price or are exercisable at 30 June 2025.
| Rights at | Granted | Forfeited | ||||
| FY25 | beginning of | during the | Vested during | during the | Lapsed during | Rights at end |
| Number of rights | the year | year | the year | year | the year | of the year |
Recurring plans | ||||||
Long-Term Incentive Plan | 15,337,353 | 3,368,928 | (2,094,476) | (410,903) | (4,188,960) | 12,011,942 |
Deferred Short-Term Incentive Plan | 2,031,995 | 1,271,766 | (1,063,491) | – | – | 2,240,270 |
Management Share Plan - Retention rights | 5,534,876 | 2,378,614 | (1,972,561) | (486,159) | – | 5,454,770 |
Management Share Plan - Performance rights | 16,230,818 | 3,985,217 | (2,175,504) | (1,176,028) | (4,408,911) | 12,455,592 |
AllShare Plan | 11,052,410 | 4,836,220 | (4,955,080) | (480,270) | – | 10,453,280 |
Transitional and other plans | ||||||
Executive Transitional Award Plan | 280,687 | 86,341 | (137,369) | (57,759) | – | 171,900 |
Management Share Plan Sign-on Award - Retention rights | – | 103,600 | – | – | – | 103,600 |
Management Share Plan Sign-on Award - Performance | ||||||
rights | – | 42,000 | – | – | – | 42,000 |
Total awards | 50,468,139 | 16,072,686 | (12,398,481) | (2,611,119) | (8,597,871) | 42,933,354 |
US$M | FY25 | FY24 |
Actual or potential litigation | 318 | 342 |
Total contingent liabilities | 318 | 342 |
Actual or potential litigation | 15 | 102 |
Total contingent assets | 15 | 102 |
Strategic report Governance Financial report Resources and reserves Information 213
| Country of | Effective interest % | |||
| Material subsidiaries | incorporation | Principal activity | FY25 | FY24 |
African Metals (Pty) Ltd | South Africa | Investment holding company | 100 | 100 |
Cerro Matoso S.A. 1 | Colombia | Integrated laterite ferronickel mining and smelting complex | 99.9 | 99.9 |
Dendrobium Coal Pty Ltd 2 | Australia | Metallurgical coal mine | – | 100 |
Endeavour Coal Pty Limited 2 | Australia | Metallurgical coal mine | – | 100 |
Hillside Aluminium (Pty) Ltd | South Africa | Aluminium smelter | 100 | 100 |
Illawarra Coal Holdings Pty Ltd 2 | Australia | Investment holding company | – | 100 |
Illawarra Services Proprietary Limited 2 | Australia | Coal washery, rail and road transportation | – | 100 |
South32 Aluminium (Holdings) Pty Ltd | Australia | Investment holding company | 100 | 100 |
South32 Aluminium (RAA) Pty Ltd | Australia | Interest in a joint operation | 100 | 100 |
South32 Aluminium (Worsley) Pty Ltd | Australia | Interest in a joint operation | 100 | 100 |
South32 Cannington Proprietary Limited | Australia | Silver, lead and zinc mine | 100 | 100 |
South32 Eagle Downs Pty Ltd 2 | Australia | Interest in a joint operation | – | 100 |
South32 Finance 1 B.V. | Netherlands | Financing company | 100 | 100 |
South32 Finance 2 B.V. | Netherlands | Financing company | 100 | 100 |
South32 Group Operations Pty Ltd | Australia | Administrative, management and support services | 100 | 100 |
South32 Hermosa Inc. | United States | Base metals exploration and development project | 100 | 100 |
South32 Investment 1 B.V. | Netherlands | Interest in a joint operation | 100 | 100 |
South32 Marketing Pte. Ltd. | Singapore | Sales, marketing and distribution | 100 | 100 |
South32 Minerals SA | Brazil | Interest in a joint operation | 100 | 100 |
South32 SA Investments Limited | United | Investment holding company | 100 | 100 |
| Kingdom | ||||
South32 Sierra Gorda SpA | Chile | Investment holding company | 100 | 100 |
South32 Treasury Limited | Australia | Financing company | 100 | 100 |
South32 USA Exploration Inc. | United States | Interest in a joint operation and exploration | 100 | 100 |
214
South32 Annual Report 2025
Notes to financial statements – Other notes continued
| Ownership interest % | ||||
Material joint ventures | Country of incorporation | Principal activity | FY25 | FY24 |
Australia Manganese 1,2 | Australia | Manganese ore mine | 60 | 60 |
South Africa Manganese 1,3 | South Africa | Manganese ore mines | 60 | 60 |
Manganese Marketing 1,4 | Singapore | Sales, marketing and distribution | 60 | 60 |
Sierra Gorda 1,5 | Chile | Copper mine | 45 | 45 |
US$M | FY25 | FY24 |
At the beginning of the year | 396 | 499 |
Share of profit/(loss) 1 | 99 | (60) |
Share of other comprehensive income | 1 | – |
Dividends received | (2) | (90) |
Investments | 96 | 53 |
Reclassified as held for sale 2 | – | (6) |
At the end of the year | 590 | 396 |
| Carrying amount of equity accounted investments | ||
US$M | FY25 | FY24 |
Australia Manganese | 67 | 29 |
South Africa Manganese | 236 | 189 |
Manganese Marketing | 60 | 64 |
Sierra Gorda | 212 | 94 |
Individually immaterial 1 | 15 | 20 |
Total | 590 | 396 |
| Share of profit/(loss) of equity accounted investments | ||
US$M | FY25 | FY24 |
Australia Manganese | (58) | (44) |
South Africa Manganese | 47 | 15 |
Manganese Marketing | (1) | 6 |
Sierra Gorda | 118 | (6) |
Individually immaterial 1 | (7) | (30) |
Total | 99 | (59) |
Strategic report Governance Financial report Resources and reserves Information 215
25. Equity accounted investments continued
| Joint ventures | ||||
| FY25 | Australia | South Africa | Manganese | |
| US$M | Manganese 1 | Manganese 1 | Marketing | Sierra Gorda |
Reconciliation of the carrying amount of equity accounted investments | ||||
Current assets | 370 | 223 | 131 | 548 |
Non-current assets | 860 | 604 | 60 | 4,858 |
Current liabilities | (183) | (119) | (91) | (336) |
Non-current liabilities | (936) | (203) | – | (4,598) |
Net assets - 100% | 111 | 505 | 100 | 472 |
Net assets - the Group's share | 67 | 236 | 60 | 212 |
Carrying amount of equity accounted investments | 67 | 236 | 60 | 212 |
Reconciliation of share of profit/(loss) of equity accounted investments | ||||
Revenue - 100% | 61 | 541 | 710 | 1,850 |
Profit/(loss) after tax - 100% | (97) | 79 | (2) | 261 |
Profit/(loss) after tax - the Group's share | (58) | 47 | (1) | 118 |
Share of profit/(loss) of equity accounted investments | (58) | 47 | (1) | 118 |
Other balances of equity accounted investments presented on a 100% basis | ||||
Cash and cash equivalents 2 | – | 16 | – | 123 |
Current financial liabilities (excluding trade and other payables and provisions) | (5) | (34) | – | (22) |
Non-current financial liabilities (excluding trade and other payables and provisions) | (277) | (23) | – | (4,445) |
Depreciation and amortisation | (29) | (37) | (7) | (364) |
Interest income | 4 | 6 | 3 | 5 |
Interest expense | (50) | (28) | – | (425) |
Income tax (expense)/benefit (excluding royalty related tax) | 14 | (5) | – | (77) |
Royalty related tax (expense)/benefit | 5 | – | – | (33) |
| Joint ventures | ||||
| FY24 | Australia | South Africa | Manganese | |
| US$M | Manganese 1 | Manganese 1 | Marketing | Sierra Gorda |
Reconciliation of the carrying amount of equity accounted investments | ||||
Current assets | 271 | 255 | 125 | 584 |
Non-current assets | 792 | 567 | 67 | 4,688 |
Current liabilities | (118) | (129) | (86) | (769) |
Non-current liabilities | (897) | (268) | – | (4,295) |
Net assets - 100% | 48 | 425 | 106 | 208 |
Net assets - the Group's share | 29 | 189 | 64 | 94 |
Carrying amount of equity accounted investments | 29 | 189 | 64 | 94 |
Reconciliation of share of profit/(loss) of equity accounted investments | ||||
Revenue - 100% | 649 | 515 | 1,318 | 1,438 |
Profit/(loss) after tax - 100% | (73) | 27 | 10 | (13) |
Profit/(loss) after tax - the Group's share | (44) | 15 | 6 | (6) |
Share of profit/(loss) of equity accounted investments | (44) | 15 | 6 | (6) |
Other balances of equity accounted investments presented on a 100% basis | ||||
Cash and cash equivalents 2 | – | 43 | – | 160 |
Current financial liabilities (excluding trade and other payables and provisions) | (9) | (29) | – | (426) |
Non-current financial liabilities (excluding trade and other payables and provisions) | (290) | (9) | – | (4,156) |
Depreciation and amortisation | (195) | (32) | (5) | (294) |
Interest income | 5 | 5 | 5 | 6 |
Interest expense | (58) | (36) | – | (421) |
Income tax (expense)/benefit (excluding royalty related tax) | 6 | (14) | (3) | 1 |
Royalty related tax (expense)/benefit | (19) | – | – | (19) |
216
South32 Annual Report 2025
Notes to financial statements – Other notes continued
| Material joint | Country of | Effective Interest % | ||
| operations | operation | Principal activity | FY25 | FY24 |
Ambler Metals | United States | Base metals exploration and development options | 50 | 50 |
Brazil Alumina | Brazil | Integrated bauxite mine and alumina refinery | 36 | 36 |
Brazil Aluminium | Brazil | Aluminium smelter | 40 | 40 |
Eagle Downs Metallurgical Coal 1 | Australia | Metallurgical coal exploration and development option | – | 50 |
Mozal Aluminium 2 | Mozambique | Aluminium smelter | 63.7 | 63.7 |
Worsley Alumina 2 | Australia | Integrated bauxite mine and alumina refinery | 86 | 86 |
27. Key management personnel
(a) Key management personnel compensation
| FY24 | ||
US$’000 | FY25 | Restated 1 |
Short-term employee benefits | 6,659 | 6,634 |
Post-employment benefits | 152 | 146 |
Other long-term benefits 2 | 37 | 103 |
Share-based payments | 3,974 | 4,087 |
Total | 10,822 | 10,970 |
2. Includes leave accrued and taken during the year.
(b) Transactions with key management personnel
There were no transactions with key management personnel during the year ended 30 June 2025 (FY24: US$nil).
(c) Loans to key management personnel
There were no loans with any key management personnel as at 30 June 2025 (FY24: US$nil).
(d) Transactions with key management personnel related entities
There were no transactions with entities controlled or jointly controlled by key management personnel and there were no outstanding
amounts with those entities as at 30 June 2025 (FY24: US$nil).
Strategic report Governance Financial report Resources and reserves Information 217
Joint ventures | Associates 1 | |||
FY25 | FY24 | FY25 | FY24 | |
Sales of goods and services | 159,656 | 228,277 | 868 | 4,294 |
Purchases of goods and services 2 | 5,968 | 50,873 | 191,833 | 189,348 |
Interest income | 177,375 | 178,435 | – | – |
Dividend income | 2,400 | 90,000 | – | – |
Interest expense | 9,454 | 12,022 | – | – |
Increase/(decrease) in short-term financing arrangements | 37,148 | (177,478) | – | – |
Increase/(decrease) in loans with related parties | (21,151) | 114,482 | (33,464) | (6,838) |
Joint ventures | Associates 1 | |||
FY25 | FY24 | FY25 | FY24 | |
Trade and sundry amounts owing to related parties 2 | 4,354 | 52,776 | 13,199 | 28,939 |
Other amounts owing to related parties 3 | 159,969 | 137,891 | – | – |
Other amounts owing from related parties 4 | 13,495 | 28,565 | – | – |
Trade and sundry amounts owing from related parties | 28,797 | 29,127 | – | 380 |
Loan amounts owing from related parties 5,6,7 | 1,957,084 | 1,978,235 | – | 33,464 |
218
South32 Annual Report 2025
Notes to financial statements – Other notes continued
US$M | FY25 | FY24 |
Result of parent entity | ||
Profit/(loss) after tax for the year | 319 | (163) |
Total comprehensive income/(loss) | 319 | (163) |
Financial position of parent entity at year end | ||
Current assets | 380 | 375 |
Current liabilities | (482) | (402) |
Total assets | 12,469 | 12,303 |
Total liabilities | (2,174) | (1,982) |
Net assets | 10,295 | 10,321 |
Total equity of the parent entity | ||
Share capital | 13,160 | 13,216 |
Treasury shares | (21) | (39) |
Other reserves | 26 | 38 |
Profit reserve 1 | 3,499 | 3,653 |
Accumulated losses | (6,369) | (6,547) |
Total equity | 10,295 | 10,321 |
Strategic report Governance Financial report Resources and reserves Information 219
US$M | FY25 | FY24 |
Revenue: | ||
Group production | 485 | 556 |
485 | 556 | |
Other income | 3 | 11 |
Expenses excluding finance costs 1 | (549) | (783) |
Operating profit/(loss) from a discontinued operation | (61) | (216) |
Finance income | 2 | 3 |
Finance costs | (15) | (6) |
Net finance income/(costs) | (13) | (3) |
Profit/(loss) before tax from a discontinued operation | (74) | (219) |
Income tax (expense)/benefit | (17) | 27 |
Profit/(loss) for the year from a discontinued operation | (91) | (192) |
Total comprehensive income/(loss) from a discontinued operation attributable to the equity holders of South32 Limited | (91) | (192) |
Basic earnings/(loss) per share (cents) | (2.0) | (4.2) |
Diluted earnings/(loss) per share (cents) | (2.0) | (4.2) |
US$M | FY25 | FY24 |
Net cash flows from operating activities | 90 | 80 |
Net cash flows from investment activities | (30) | (34) |
220
South32 Annual Report 2025
Notes to financial statements – Other notes continued
30. Assets and liabilities held for sale and discontinued operations continued
Cerro Matoso continued
US$M | FY25 |
Assets | |
Cash and cash equivalents | 80 |
Trade and other receivables | 39 |
Inventories | 112 |
Current tax assets | 5 |
Property, plant and equipment | 63 |
Intangible assets | 5 |
Other assets | 2 |
Total assets held for sale | 306 |
Liabilities | |
Trade and other payables | 75 |
Current tax payables | 3 |
Provisions | 186 |
Total liabilities directly associated with assets held for sale | 264 |
Net assets of disposal group classified as held for sale | 42 |
US$M | FY25 | FY24 |
Revenue: | ||
Group production | 116 | 1,224 |
Third party products and services | 28 | 237 |
144 | 1,461 | |
Other income | – | 10 |
Expenses excluding finance costs 1 | (97) | (832) |
Loss on disposal of the discontinued operation | (47) | – |
Share of profit/(loss) of equity accounted investments | – | (1) |
Operating profit/(loss) from a discontinued operation | – | 638 |
Finance income | – | 2 |
Finance costs | (3) | (12) |
Net finance income/(costs) | (3) | (10) |
Profit/(loss) before tax from a discontinued operations | (3) | 628 |
Income tax (expense)/benefit | (11) | (193) |
Profit/(loss) for the year from a discontinued operation | (14) | 435 |
Total comprehensive income/(loss) from a discontinued operation attributable to the equity holders of South32 Limited | (14) | 435 |
Basic earnings/(loss) per share (cents) | (0.3) | 9.6 |
Diluted earnings/(loss) per share (cents) | (0.3) | 9.6 |
Strategic report Governance Financial report Resources and reserves Information 221
31. Disposal of subsidiaries and joint operations continued
Illawarra Metallurgical Coal continued
US$M | FY25 | FY24 |
Net cash flows from operating activities | 86 | 358 |
Net cash flows from investment activities | 880 | (345) |
Net cash flows from financing activities | (1) | (5) |
US$M | FY25 |
Consideration | |
Upfront consideration, net of transaction costs | 1,010 |
Deferred consideration 1 | 170 |
Contingent price-linked consideration 2 | 115 |
Total consideration | 1,295 |
Net assets disposed of Cash and cash equivalents | 17 |
Trade and other receivables | 94 |
Inventories | 166 |
Property, plant and equipment | 1,577 |
Equity accounted investments | 6 |
Other assets | 10 |
Trade and other payables | (199) |
Interest bearing liabilities | (31) |
Provisions | (278) |
Deferred tax liabilities | (20) |
Total net assets disposed of | 1,342 |
Loss on disposal | (47) |
Consideration received, net of transaction costs, satisfied in cash | 955 |
Cash and cash equivalents disposed of | (17) |
Net cash inflow | 938 |
US$M | FY25 |
Consideration | |
Upfront consideration, net of transaction costs | 16 |
Total consideration | 16 |
Net assets disposed of Property, plant and equipment | 31 |
Interest bearing liabilities | (8) |
Provisions | (7) |
Total net assets disposed of | 16 |
Gain/(loss) on disposal | – |
Consideration received, net of transaction costs, satisfied in cash | 16 |
Net cash inflow | 16 |
222
South32 Annual Report 2025
Notes to financial statements – Other notes continued
32. Subsequent events
Capital management
On 28 August 2025, the Directors resolved to pay a fully-franked final dividend of US 2.6 cents per share (US$117 million) in respect of the
2025 financial year. The dividends will be paid on 16 October 2025. The dividends have not been provided for in the consolidated financial
statements and will be recognised in the 2026 financial year.
On 28 August 2025, the Directors resolved to extend the existing on-market share buy-back program by 12 months. The program has
US$144 million remaining to be returned to shareholders by 11 September 2026.
No other matters or circumstances have arisen since the end of the year that have significantly affected, or may significantly affect, the
operations, results of operations or state of affairs of the Group in subsequent accounting periods.
Strategic report Governance Financial report Resources and reserves Information 223
The following table provides a list of all entities included in the Group's consolidated financial statements. The ownership interest is only
disclosed for those entities which are a body corporate, representing the direct and indirect percentage share capital owned by the
Company.
African Metals (Pty) Ltd
Body Corporate South Africa Foreign South Africa 100
Aluminium Management Company of Mozambique (Pty)
Limited
Body Corporate South Africa Foreign South Africa 66
Ambler Metals LLC
Body Corporate United States Foreign United States 50
BHP Billiton Community Development Trust
Trust N/A Foreign South Africa N/A
BHP Billiton Community Support Trust
Trust N/A Foreign South Africa N/A
BHP Billiton Education Trust
Trust N/A Foreign South Africa N/A
Billiton Insurance Mutual Trust
Trust N/A Foreign South Africa N/A
Cerro Matoso S.A.
Body Corporate Colombia Foreign Colombia 99.9
Conicol BVI Limited
Body Corporate
British Virgin
Islands
Australian N/A 100
Fundación cerro matoso
Body Corporate Colombia Foreign Colombia 100
Fundación educativa de montelíbano
Body Corporate Colombia Foreign Colombia 100
Fundación panzenú
Body Corporate Colombia Foreign Colombia 100
Gengro (Pty) Ltd
Body Corporate South Africa Foreign South Africa 100
Hillside Aluminium (Pty) Ltd
Body Corporate South Africa Foreign South Africa 100
Minera Sud Argentina S.A.
Body Corporate Argentina Foreign Argentina 50.1
Mozal Community Development Trust
Trust N/A Foreign Mozambique N/A
Mozal SA
Body Corporate Mozambique Foreign Mozambique 63.7
South32 (BMSA) Pty Ltd
Body Corporate Australia Australian N/A 100
South32 (BVI) Limited
Body Corporate
British Virgin
Islands
Australian N/A 100
South32 Africa (Pty) Ltd
Body Corporate South Africa Foreign South Africa 100
South32 Africa Holdings (Pty) Ltd
Body Corporate South Africa Foreign South Africa 100
South32 Aluminium (Holdings) Pty Ltd
Body Corporate Australia Australian N/A 100
South32 Aluminium (RAA) Pty Ltd
2
Body Corporate Australia Australian N/A 100
South32 Aluminium (Worsley) Pty Ltd
2
Body Corporate Australia Australian N/A 100
South32 Aluminium SA (Pty) Ltd
Body Corporate South Africa Foreign South Africa 100
South32 Americas Inc.
Body Corporate United States Foreign United States 100
South32 Argentina Holdings Pty Ltd
Body Corporate Australia Australian N/A 100
South32 Argentina S.A.
Body Corporate Argentina Foreign Argentina 100
South32 Arizona (Holdings) Pty Ltd
Body Corporate Australia Australian N/A 100
South32 Australia Investment 3 Pty Ltd
Body Corporate Australia Australian N/A 100
South32 Base Metals Ireland Limited
Body Corporate Ireland Foreign Ireland 100
South32 Canada Inc.
Body Corporate Canada Foreign Canada 100
South32 Cannington Proprietary Limited
Body Corporate Australia Australian N/A 100
South32 Chile Copper Holdings Pty Ltd
Body Corporate Australia Australian N/A 100
South32 Eagle Downs Pty Ltd
Body Corporate Australia Australian N/A 100
South32 Energy SAS ESP
Body Corporate Colombia Foreign Colombia 100
South32 Exploracion S.A.S.
Body Corporate Colombia Foreign Colombia 100
South32 Finance 1 B.V.
Body Corporate Netherlands Foreign Netherlands 100
South32 Finance 2 B.V.
Body Corporate Netherlands Foreign Netherlands 100
South32 Freight Australia Pty Ltd
Body Corporate Australia Australian N/A 100
South32 Gas S.A.S. E.S.P.
Body Corporate Colombia Foreign Colombia 100
South32 Group (BVI) Limited
Body Corporate
British Virgin
Islands
Australian N/A 100
South32 Group Operations Pty Ltd
Body Corporate Australia Australian N/A 100
South32 Hermosa Inc.
Body Corporate United States Foreign United States 100
South32 Holding 1 SpA
Body Corporate Chile Foreign Chile 100
South32 Holding 2 SpA
Body Corporate Chile Foreign Chile 100
South32 International Investment Holdings Proprietary
Limited
Body Corporate Australia Australian N/A 100
South32 International Investment Proprietary Limited
Body Corporate Australia Australian N/A 100
South32 Investment 1 B.V.
3
Body Corporate Netherlands Foreign Netherlands 100
Entity name Legal structure
Country of
incorporation
Australian or foreign
tax resident
Jurisdiction
for foreign tax
residency
Ownership
interest %
1
224
South32 Annual Report 2025
Consolidated entity disclosure statement
as at 30 June 2025
Entity name Legal structure
Country of
incorporation
Australian or foreign
tax resident
Jurisdiction
for foreign tax
residency
Ownership
interest %
1
South32 Jersey Limited
Body Corporate Jersey Australian N/A 100
South32 Limited (the Company)
Body Corporate Australia Australian N/A 100
South32 Limited Employee Incentive Plans Trust
Trust N/A Australian N/A N/A
South32 Marketing Pte. Ltd.
Body Corporate Singapore Foreign Singapore 100
South32 Minerals SA
4
Body Corporate Brazil Foreign Brazil 100
South32 North America Projects ULC
Body Corporate Canada Foreign Canada 100
South32 Properties (Pty) Ltd
Body Corporate South Africa Foreign South Africa 100
South32 Royalty Investments Pty Ltd
Body Corporate Australia Australian N/A 100
South32 SA (Pty) Ltd
Body Corporate South Africa Foreign South Africa 100
South32 SA Finance (Pty) Ltd
Body Corporate South Africa Foreign South Africa 100
South32 SA Holdings (Pty) Ltd
Body Corporate South Africa Foreign South Africa 100
South32 SA Investments Limited
Body Corporate United Kingdom Foreign United Kingdom 100
South32 SA Manganese Holdings (Pty) Ltd
Body Corporate South Africa Foreign South Africa 100
South32 Sierra Gorda SpA
Body Corporate Chile Foreign Chile 100
South32 South African AllShare Trust
Trust N/A Foreign South Africa N/A
South32 Southern Africa Holdings Limited
Body Corporate United Kingdom Foreign United Kingdom 100
South32 Treasury (USA) Limited
Body Corporate Australia Australian N/A 100
South32 Treasury Limited
Body Corporate Australia Australian N/A 100
South32 USA Exploration Inc.
5
Body Corporate United States Foreign United States 100
South32 Worsley Alumina Pty Ltd
Body Corporate Australia Australian N/A 86
Southern Abatis Pte Ltd
Body Corporate Singapore Australian N/A 100
Taragon Valley Pty Limited
Body Corporate Australia Australian N/A 100
1. The ownership interest percentage has been rounded to one decimal place.
2. Participant in the Worsley Alumina joint operation which is included in the Group's consolidated financial statements.
3. Participant in the Mozal SA and Aluminium Management Company of Mozambique (Pty) Limited joint operations which are included in the Group's consolidated financial statements.
4. Participant in the Brazil Alumina and Brazil Aluminium joint operations which are included in the Group's consolidated financial statements.
5. Participant in the Ambler Metals LLC joint operation which is included in the Group's consolidated financial statements.
Determination of tax residency
This consolidated entity disclosure statement has been prepared as at 30 June 2025 in accordance with subsection 295 (3A) of the
Corporation Act 2001. Under this subsection, an entity is considered an Australian resident at the end of a financial year if the entity is:
– An Australian resident (within the meaning of the Income Tax Assessment Act 1997) at that time;
– A partnership, with at least one partner being an Australian resident (within the meaning of the Income Tax Assessment Act 1997) at
that time; or
– A resident trust estate (within the meaning of Division 6 of Part III of the Income Tax Assessment Act 1936) in relation to the year of
income (within the meaning of the Income Tax Assessment Act 1936) that corresponds to the financial year.
The determination of tax residency involves judgement, as it is highly fact dependent and subject to various interpretations. These
interpretations can lead to differing conclusions on residency.
In determining tax residency, the Group has applied current legislation and judicial precedent, including having regard to the Commissioner
of Taxation’s public guidance in Tax Ruling TR 2018/5. Where necessary for foreign tax residency, the Group has used independent tax
advisers in foreign jurisdictions to assist in its determination of tax residency to ensure applicable foreign tax legislation has been complied
with. The Group confirms there were no dual tax residents for the year ended 30 June 2025.
Strategic report Governance Financial report Resources and reserves Information 225
Consolidated entity disclosure statement
as at 30 June 2025
In accordance with a resolution of the Directors of the Company, we state that:
1. In the opinion of the Directors:
(a) The consolidated financial statements and notes that are set out on pages 166 to 223 of the Annual Report are in accordance with
the Corporations Act, including:
(i) Giving a true and fair view of the Group’s financial position as at 30June 2025 and of its performance for the year ended on that
date; and
(ii) Complying with Australian Accounting Standards and Corporations Regulations 2001.
(b) The consolidated entity disclosure statement set out on pages 224 to 225 of the Annual Report, as required by Section 295(3A) of the
Corporations Act, is true and correct.
(c) There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
2. The Directors have been given the declarations required by Section 295A of the Corporations Act from the Chief Executive Officer and
Chief Financial Officer for the year ended 30June 2025.
3. The Directors draw attention to note 2 to the financial statements on page 171 which includes a statement of compliance with
International Financial Reporting Standards Accounting Standards.
Signed in accordance with a resolution of the Board of Directors.
Karen Wood AM
Chair
Graham Kerr
Chief Executive Officer and Managing Director
226
South32 Annual Report 2025
Directors’ declaration
LEAD AUDITOR'S INDEPENDENCE DECLARATION
UNDER SECTION 307C OF THE CORPORATIONS ACT 2001
To the Directors of South32 Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of South32 Limited for the financial year ended 30June 2025
there have been:
1. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and
2. no contraventions of any applicable code of professional conduct in relation to the audit.
KPMG
Jane Bailey
Partner
Perth
28August 2025
Strategic report Governance Financial report Resources and reserves Information 227
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG
International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under
license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards
Legislation.
INDEPENDENT AUDITOR’S REPORT
To the shareholders of South32 Limited
Report on the audit of the Financial Report
Opinion
We have audited the Financial Report of South32Limited (the
Company).
In our opinion, the accompanying Financial Report of the
Company gives a true and fair view, including of the Group’s
financial position as at 30June 2025 and of its financial
performance for the year then ended, in accordance with the
Corporations Act 2001, in compliance with Australian Accounting
Standards and the Corporations Regulations 2001.
The Financial Report comprises:
• Consolidated balance sheet as at 30 June 2025;
• Consolidated income statement, Consolidated statement of
comprehensive income, Consolidated statement of changes in
equity, and Consolidated cash flow statement for the year
then ended;
• Consolidated entity disclosure statement and accompanying
basis of preparation as at 30June2025;
• Notes, including material accounting policies; and
• Directors’ Declaration.
The Group consists of the Company and the entities it controlled
at the year end or from time to time during the financial year.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards and International Standards on Auditing. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section
of our report.
We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting
Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the
Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance
with these requirements.
Key Audit Matters
The Key Audit Matters we identified are:
• Asset valuation;
• Closure and rehabilitation provision; and
• Sale of Cerro Matoso.
Key Audit Matters are those matters that, in our professional
judgement, were of most significance in our audit of the Financial
Report of the current period.
These matters were addressed in the context of our audit of the
Financial Report as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
228
South32 Annual Report 2025
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG
International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under
license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards
Legislation.
INDEPENDENT AUDITOR’S REPORT
Asset valuation (Impairment loss of non-financial assets from continuing operations US$346m)
Refer to Note 13 Impairment of non-financial assets to the Financial Report
The key audit matter
How the matter was addressed in our audit
Impairment testing of the Mozal Aluminium Cash Generating Unit
(CGU) was a key audit matter due to the size of the impairment
loss, forward-looking assumptions used and the sensitivity of
valuations to certain assumptions.
The Group has recorded an impairment charge of $346m in the
Mozal CGU against property, plant and equipment and intangible
assets, resulting from the uncertainty surrounding the extension
of the electricity supply agreement beyond March 2026.
The Group calculated the recoverable amount using a discounted
cash flow model to determine the fair value less cost of disposal
(FVLCD). The Group’s model used life of operation plans,
approved budgets, and a range of external sources as inputs to
the assumptions. Modelling using forward-looking assumptions
tends to be prone to greater risk for potential bias, error and
inconsistent application. These conditions necessitate additional
scrutiny by us to address the objectivity of inputs and their
consistent application.
Our audit effort was focused on forward-looking assumptions the
Group applied in its models, including:
• Electricity supply – the Group faced uncertainty regarding its
ability to secure an affordable electricity tariff and reliable
supply. The recoverable amount has been risk-weighted
across various scenarios with materially different outcomes;
• Forecast commodity prices and foreign exchange rates – the
current economic climate has resulted in significant volatility
in forecast commodity prices across the Group. The Group’s
models are sensitive to small changes in aluminium and
alumina price assumptions, as well as changes to foreign
exchange rates, particularly the South African Rand and
Mozambique Metical, which increased forecasting risk;
• Discount rates – these are complicated in nature and vary
according to the conditions and environment the CGU is
subject to from time to time; and
• Forecast operating cash flows, production volumes and
capital expenditure – these are determined by the Group
based on historical performance adjusted for expected
changes or plans for development. This drives additional audit
effort specific to the feasibility of the forecasts and
consistency with the Group’s strategy.
Our procedures included:
• We recalculated the impairment charge against the amount
recognised;
• Along with our valuation specialists we:
◦ Considered the appropriateness of the FVLCD method
applied by the Group to perform the impairment test
against the requirements of the accounting standards; and
◦ Assessed the integrity of the model used for impairment
testing, including the accuracy of the underlying formulas
and consistency of modelling to the prior year.
• We challenged the Group’s significant forecast cash flows
assumptions, including the probability weighting applied
across various scenarios. We compared key assumptions to
the Board approved plan and strategy. We applied increased
scepticism to forecasts in the areas where previous forecasts
were not achieved. We compared key forecast expenditure to
published studies of industry trends and expectations and
considered differences for the Group’s operations. We used
our knowledge of the Group, their past performance, business
and customers, and our industry experience;
• We compared the modelled electricity supply agreement
extension terms to internal and external underlying
documentation. We inquired with management and advisors,
corroborated key information and communications, and
considered the broader economic and political context;
• We compared forecast commodity prices to published views
of market commentators on future trends. Working with our
valuation specialists, we also compared forecast foreign
exchange rates to published views of market commentators;
• Working with our valuation specialists, and considering the
risk factors specific to the CGU, we compared the discount
rates to publicly available market data;
• We compared the forecast production volumes, capital
expenditure and operating expenditure estimates contained
in the models to the life of operation plans incorporating the
approved budgets. We assessed the accuracy of the Group’s
previous forecasts to assist with this assessment; and
• We assessed the disclosures in the Financial Report using our
understanding obtained from our testing and against the
requirements of the accounting standards.
Strategic report Governance Financial report Resources and reserves Information 229
INDEPENDENT AUDITOR’S REPORT
Closure and rehabilitation provision (US$1,669m)
Refer to Note 15 Provisions to the Financial Report
The key audit matter
How the matter was addressed in our audit
Closure and rehabilitation provisioning was a key audit matter
due to the additional audit effort from the:
• Size of the provision;
• Inherent complexity in the Group’s estimation of future closure
and rehabilitation costs; and
• Significant judgement applied by the Group, and effort for us,
in gathering persuasive audit evidence on the costs,
particularly for those costs to be incurred years into the
future.
Closure and rehabilitation activities are governed by Group
policies based on legal and regulatory requirements, which differ
across the jurisdictions the Group operates in.
The estimate of the rehabilitation provision is influenced by:
• The complexity in current environmental and regulatory
requirements, and the impact to completeness of the closure
and rehabilitation provision;
• Group policies and the nature of the costs incorporated into
the rehabilitation provision; and
• The expected timing of expenditure which is planned to occur
years into the future, and the associated discounting of costs
in the present value calculation of the rehabilitation provision.
The Group used third party and internal experts when assessing
their obligations for closure and rehabilitation activities and
associated estimates of future costs.
Our procedures included:
• We compared the basis for recognition and measurement of
the closure and rehabilitation provision for consistency with
environmental and regulatory requirements and criteria in the
accounting standards;
• We evaluated the methodology applied by the Group’s third-
party and internal experts in determining the nature and
extent of closure and rehabilitation activities by comparison to
industry practice;
• We evaluated key assumptions used in the closure and
rehabilitation provision, relevant to the jurisdictions of the sites
the Group operates in:
◦ Comparing the nature and extent of activities costed to a
sample of the Group’s closure and rehabilitation plans and
relevant regulatory requirements.
◦ Comparing a sample of the nature, timing and quantum of
costs, incorporating allowance for uncertainties, to the
Group’s third-party expert estimates, internal and external
underlying documentation and our knowledge of the Group
and its industry.
◦ Comparing the timing of closure and rehabilitation
activities to the Group’s mineral resources and ore reserve
estimates, the expected production profile contained in the
life of operation plans and proposed timing of
commencement and completion of rehabilitation activities.
◦ Assessing the scope, objectivity and competence of the
Group’s internal and third party experts used in the
determination of the rehabilitation provision estimate.
◦ Working with our valuation specialists, comparing country
specific discount rate assumptions to market observable
data, including risk free rates.
• We evaluated the completeness of the closure and
rehabilitation provision against the Group’s analysis of where
disturbance requires rehabilitation and comparing to our
understanding of the Group’s operations; and
• We assessed the disclosures in the Financial Report using our
understanding obtained from our testing against the
requirements of the accounting standard.
230
South32 Annual Report 2025
INDEPENDENT AUDITOR’S REPORT
Sale of Cerro Matoso (Assets held for sale US$306m, Liabilities directly associated with assets held for sale
$US264m, Impairment loss of non-financial assets from discontinued operations US$118m).
Refer to Note 30 Assets and liabilities held for sale and discontinued operations to the Financial Report
The key audit matter
How the matter was addressed in our audit
In July 2025, the Group announced an agreement to sell its
shareholding in Cerro Matoso, subject to conditions prior to
completion of the sale.
The financial results of Cerro Matoso are presented as a
discontinued operation and its assets and liabilities are presented
as held for sale in the Financial Report.
The sale is considered a key audit matter due to the judgement:
• Required in assessing whether the held for sale criteria have
been met at 30June2025;
• Applied by the Group in the identification of the disposal
group held for sale and the presentation of its results as a
discontinued operation;
• Involved in determining the impairment recognised related to
the disposal group; and
• To determine the value of the consideration, including
contingent consideration.
Our procedures included:
• We examined the relevant transaction documents to
understand the terms and conditions of the sale;
• We obtained an understanding of the process for identifying
net assets expected to be disposed of. This included walk-
through of the process with the Group’s respective business
and finance teams to check our understanding of the
approach and procedures adopted;
• We assessed the Group’s classification of assets and liabilities
recognised as held for sale by reconciling balances to
underlying records, inspecting required adjustments as
stipulated within the sale and purchase agreement and
comparing to the requirements of the accounting standards;
• We tested key inputs and forward-looking assumptions used
in the determination of the fair value of the deferred and
contingent consideration to the life of operation plan and
compared forecast commodity prices to published views of
market commentators;
• Using our tax specialists, we evaluated the associated tax
implications against the requirements of the tax legislation;
• We assessed the integrity and accuracy of the calculated loss
from the discontinued operation, including impairment of non-
financial assets, against the amount recorded and disclosed
by the Group; and
• We assessed the disclosures in the Financial Report using our
understanding obtained from our testing against the
requirements of the accounting standard.
Other Information
Other Information is financial and non-financial information in South32 Limited’s annual report which is provided in addition to the Financial
Report and the Auditor’s Report. The Directors are responsible for the Other Information.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express an audit opinion or any form
of assurance conclusion thereon, with the exception of the Remuneration Report, specified sustainability disclosures within the Annual
Report, the Sustainability Data book and the Climate Change Action Plan and our respective assurance conclusions.
In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we consider whether
the Other Information is materially inconsistent with the Financial Report or our knowledge obtained in the audit, or otherwise appears to
be materially misstated.
We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have
performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report.
Strategic report Governance Financial report Resources and reserves Information 231
INDEPENDENT AUDITOR’S REPORT
Responsibilities of the Directors for the Financial Report
The Directors are responsible for:
• Preparing the Financial Report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial
position and performance of the Group, and in compliance with Australian Accounting Standards and the Corporations Regulations
2001;
• Implementing necessary internal control to enable the preparation of a Financial Report in accordance with the Corporations Act 2001,
including giving a true and fair view of the financial position and performance of the Group, and that is free from material misstatement,
whether due to fraud or error; and
• Assessing the Group and Company’s ability to continue as a going concern and whether the use of the going concern basis of
accounting is appropriate. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless they either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative but to
do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objective is:
• To obtain reasonable assurance about whether the Financial Report as a whole is free from material misstatement, whether due to
fraud or error; and
• To issue an Auditor’s Report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing
Standards and International Standards on Auditing will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of the Financial Report.
A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board
website at: https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf. This description forms part of our Auditor’s Report. These
responsibilities also apply to our audit performed in accordance with International Standards on Auditing.
Report on the Remuneration Report
Opinion
In our opinion, the Remuneration Report of South32 Limited for
the year ended 30 June 2025, complies with Section 300A of the
Corporations Act 2001.
Directors’ responsibilities
The Directors of the Company are responsible for the preparation
and presentation of the Remuneration Report in accordance with
Section 300A of the Corporations Act 2001.
Our responsibilities
We have audited the Remuneration Report included in pages 140
to 164 of the Directors’ report for the year ended 30 June 2025.
Our responsibility is to express an opinion as to whether the
Remuneration Report complies in all material respects with
Section 300A of the Corporations Act 2001, based on our audit
conducted in accordance with Australian Auditing Standards.
KPMG
Jane Bailey
Partner
Perth
28August 2025
232
South32 Annual Report 2025
RESOURCES
AND RESERVES
Declaration
234
Basis of estimation
234
At a glance - Resources and reserves
235
Accompanying tables
236
Strategic report Governance Financial report Resources and reserves Information 233
We report Mineral Resources and Ore Reserves in
accordance with the 2012 Edition of the Australasian Code
for Reporting of Exploration Results, Mineral Resources
and Ore Reserves (JORC Code) as required by Chapter 5 of
the Australian Securities Exchange (ASX) Listing Rules.
A ‘Mineral Resource’ is defined by the JORC code to be a
concentration or occurrence of solid material of economic
interest in or on the Earth’s crust in such form, grade (or quality),
and quantity that there are reasonable prospects for eventual
economic extraction. An ‘Ore Reserve’ is defined as the
economically mineable part of a Measured and/or Indicated
Mineral Resource.
A ‘Competent Person’ is defined by the JORC Code to be a
minerals industry professional who is a Member or Fellow of The
Australasian Institute of Mining and Metallurgy, or of the
Australian Institute of Geoscientists, or of a ‘Recognised
Professional Organisation’ (RPO), as included in a list available on
the JORC and ASX websites. They must have a minimum of five
years of relevant experience in the style of mineralisation or type
of deposit under consideration and the activity being
undertaken. Each of our Competent Persons involved in the
preparation of information relating to Mineral Resources and
Ore Reserves in this report meet those requirements. You can
find more details on each of their professional affiliations,
employer and areas of accountability on the page of deposit for
which they are responsible, starting on page 236. Unless we
state otherwise, all Competent Persons listed are full-time
employees at South32, or at one of our related entities.
Declaration
We report:
– Mineral Resources and Ore Reserves in 100 per cent terms
and represent estimates as at 30 June 2025.
– All quantities as dry metric tonnes, unless stated otherwise. It
is important to note that Mineral Resources and Ore
Reserves are estimations, not precise calculations. We have
rounded tonnes and grade information to reflect the relative
uncertainty of the estimate, which is why minor
computational differences may be present in the totals.
– The Measured and Indicated Mineral Resources are inclusive
of those Mineral Resources modified to produce the Ore
Reserves.
Basis of estimation
We confirmed reasonable prospects for eventual economic
extraction for our reported Mineral Resource estimates. This
also includes technical and economic assessment for applied
cut-off assumptions.
Our Ore Reserves are based on Life of Operation Plans
considering a review of mining, metallurgical, infrastructure,
marketing and legal factors. Our long-range forecasts are the
basis for the commodity prices and exchange rates used to
estimate the economic viability of Ore Reserves.
Our planning processes consider the impacts of climate change
on our Ore Reserves estimates, including assessments of
operating costs and the impact of extreme weather events on
the expectation of economic extraction.
Our Ore Reserves are within existing permitted mining
tenements. Our mineral leases are of sufficient duration, or
convey a legal right to renew the tenure, to enable all Ore
Reserves on the leased properties to be mined in accordance
with the current production schedules. These Ore Reserves may
include areas where additional regulatory approvals are
required, and we expect that such approvals will be obtained
within the timeframe needed for the current production
schedule. Whilst future approval conditions may be more
onerous than current operating conditions, any such conditions
are expected to be reasonable, scientifically based and aligned
with prevailing legislation.
Our Mineral Resource and Ore Reserve estimates are peer
reviewed during data gathering, integration and assessment
stages to confirm alignment with industry best practice.
Competent Person Consent
Information in this report relating to Mineral Resources and Ore
Reserves is based on, and fairly represents, information and
supporting documentation prepared by our Competent Persons
listed on each deposit page starting from page 236.
Each of our Competent Persons have given consent to the
inclusion of the information relating to Mineral Resources and
Ore Reserves in this report in the form and context in which it
appears and have approved the inclusion of the Mineral
Resources and Ore Reserves statement as a whole in this report.
234
South32 Annual Report 2025
Resource and Reserves continued
At a glance - Resources and Reserves
Total Ore/Coal Reserve (Mt) Reserve Life Years
1
Total Mineral/ Coal Resource (Mt)
Operations, development projects and options As at 30 June 2025 As at 30 June 2024 As at 30 June 2025 As at 30 June 2024 As at 30 June 2025 As at 30 June 2024
Worsley Alumina
177 199 11 12 1,050 1,080
Brazil Alumina
41 41 3.2 3.6 495 503
Sierra Gorda
730 782 15 16 1,800 1,870
Cannington
10 11 6.0 5.0 78 80
Hermosa
Taylor 65 65 19 19 153 153
Clark 55 55
Peake
25 3.3
Ambler Metals
Arctic 43 43
Bornite 148 148
Australia Manganese
59 52 6.0 5.0 126 138
South Africa Manganese
2
89 93 43 46 190 200
Cerro Matoso
27 29 7.0 8.0 297 300
Illawarra Metallurgical Coal
3
- 97 - 21 - 1,170
1. Scheduled extraction period in years for the total Ore Reserves in the approved Life of Operation Plan.
2. Reserve life for South Africa Manganese is reported as the life of scheduled Ore Reserves for Wessels. The Reserve life for each of the remaining operations is stated in the detailed
disclosures that follow.
3. Illawarra Metallurgical Coal was divested on 29 August 2024.
Our governance arrangements and internal controls
We have internal standards and governance arrangements that
cover regulatory requirements for public reporting. Our
comprehensive review and audit program is aimed at assuring
our Mineral Resource and Ore Reserve estimates. The frequency
and scope of the audits are generally a function of the perceived
risks and uncertainties associated with a particular Mineral
Resource and Ore Reserve. The review and audit program
includes:
– Annual risk review of Mineral Resources and Ore Reserves
estimates;
– Annual review of reconciliation performance metrics for
operating mines;
– Periodic internal mine planning and Ore Reserve audits; and
– Independent audits of Exploration Results, Mineral Resources
or Ore Reserves that are new or have materially changed.
To facilitate correct and accurate public reporting with respect
to Mineral Resources and Ore Reserves, our governance
processes are managed by the Resource and Reserve
Governance function in coordination with the Company
Secretariat function and independently reviewed annually.
In FY25, we undertook
– Risk reviews for all reported Mineral Resources and Ore
Reserves with Competent Persons and relevant subject
matter experts. We scrutinised year on year changes,
reviewed reconciliation performance, verified that all mining
tenements are in good standing and assessed risks and
opportunities and ESG considerations;
– Two independent assurance audits of Mineral Resource
estimates and three independent assurance audits of Ore
Reserve estimates, and
– Two internal mine planning and Ore Reserve assurance
audits.
The accompanying tables, on pages 236 to 255, outline our
Mineral/Coal Resources and Ore/Coal Reserves holdings.
Our exploration, research and development
Our operations carry out exploration, research and development
necessary to support our activities. Our brownfield exploration
activities target the delineation and categorisation of mineral
deposits connected or adjacent to our existing operations. Our
greenfield exploration activities focus on the discovery and
delineation of opportunities outside of our operational footprint,
with a bias to base metals.
During FY25 we continued to expand our global exploration
footprint. We funded greenfield exploration in Australia,
Argentina, Ireland, Canada, Namibia and the United States of
America. Our exploration expenditure for FY25 was US$98
million (FY24: US$89 million) of which US$28 million related to
brownfield and US$70 million related to greenfield (FY24: US$36
million and US$53 million respectively).
Strategic report Governance Financial report Resources and reserves Information 235
Worsley Alumina
Mineral Resources
As at 30 June 2025
Measured Mineral Resources Indicated Mineral Resources
Deposit Material Type Mt % A.Al
2
O
3
% R.SiO
2
Mt % A.Al
2
O
3
% R.SiO
2
Worsley
(1)
Laterite 264 28.6 1.6 407 29.1 2.1
Ore Reserves
As at 30 June 2025
Proved Ore Reserves Probable Ore Reserves
Deposit Ore Type Mt % A.Al
2
O
3
% R.SiO
2
Mt % A.Al
2
O
3
% R.SiO
2
Worsley
(1)(2)(3)
Laterite 154 28.2 1.6 23 27.9 1.6
1. Cut-off grade
Mineral Resources Variable ranging from A.Al
2
O
3
≥22-25% and R.SiO
2
≤3-3.5% for mineralised material and A.Al
2
O
3
≥28% and R.SiO
2
≤3-5% for blend material and ≥1m thickness
Ore Reserves Variable ranging from A.Al
2
O
3
≥22.5-29% and R.SiO
2
<3-5% and variable thickness ≥1-2m
2. Ore delivered to Worsley alumina refinery
3. Metallurgical recovery is 92.9%
236
South32 Annual Report 2025
Resource and Reserves continued
Worsley Alumina is an integrated bauxite mining and alumina refining operation in south-west Western Australia. The bauxite
mine is located near the town of Boddington, the refinery near the town of Collie and alumina is shipped from the port of
Bunbury. Operations commenced in 1984.
The orebody consists of shallow lateritic bauxite deposits located on the slopes of the Darling Range and formed by the weathering of
granites and greenstones of the Yilgarn Craton. The ore is extracted by conventional truck and shovel open pit mining. Bauxite is
transported via overland conveyor and processed at the refinery utilising the Bayer process to produce alumina powder for export.
Competent Persons
Mineral Resources P Soodi Shoar, MAusIMM
Ore Reserves G Burnham, MAusIMM
South32
Interest
As at 30 June 2024
Inferred Mineral Resources Total Mineral Resources Total Mineral Resources
Mt % A.Al
2
O
3
% R.SiO
2
Mt % A.Al
2
O
3
% R.SiO
2
% Mt % A.Al
2
O
3
% R.SiO
2
374 28.4 2.1 1,050 28.7 2.0 86 1,080 28.7 1.9
South32
Interest
As at 30 June 2024
Total Ore Reserves Reserve Life Total Ore Reserves Reserve Life
Mt % A.Al
2
O
3
% R.SiO
2
Years % Mt % A.Al
2
O
3
% R.SiO
2
Years
177 28.2 1.6 11 86 199 28.2 1.6 12
Strategic report Governance Financial report Resources and reserves Information 237
Mineração Rio do Norte
Mineral Resources
As at 30 June 2025
Measured Mineral Resources Indicated Mineral Resources
Deposit Material Type Mt % A.Al
2
O
3
% R.SiO
2
Mt % A.Al
2
O
3
% R.SiO
2
MRN
(1)(2)
Washed 457 47.3 5.3 3.6 48.9 2.5
Ore Reserves
As at 30 June 2025
Proved Ore Reserves Probable Ore Reserves
Deposit Ore Type Mt % A.Al
2
O
3
% R.SiO
2
Mt % A.Al
2
O
3
% R.SiO
2
MRN
(1)(2)(3)(4)
Washed 37 47.4 5.5 3.6 48.0 5.4
1. Cut-off grade
Mineral Resources A.Al
2
O
3
≥35% and mass recovery ≥50%
Ore Reserves Economic cut-off is agreed with JV partners based on net present value and internal rate of return
2. Washed tonnes and grades represent the expected product based on forecast beneficiation yield
3. Ore delivered to Alumar alumina refinery
4. Alumar metallurgical recovery is 91.0%
238
South32 Annual Report 2025
Resource and Reserves continued
Brazil Alumina consists of the Mineração Rio do Norte (MRN) bauxite mine in northern Brazil and the Alumar alumina refinery
in north-eastern Brazil. The bauxite mine is located in the district of Porto Trombetas and the refinery in São Luís. Operations
commenced in the 1980’s.
The orebody consists of shallow lateritic bauxite deposits located on plateaus within the sedimentary basin of the upper cretaceous Alter
do Chão formation. The ore is extracted via conventional open pit mining techniques. Bauxite is processed on site to remove impurities,
reduce reactive silica and improve available alumina before being transported by ship to Alumar, where it is refined utilising the Bayer
process to produce alumina powder for delivery to local and export smelters.
Competent Persons
Mineral Resources R Aglinskas, MAusIMM(CP), employed by MRN
Ore Reserves G Coutinho, MAusIMM, employed by MRN
South32
Interest
As at 30 June 2024
Inferred Mineral Resources Total Mineral Resources Total Mineral Resources
Mt % A.Al
2
O
3
% R.SiO
2
Mt % A.Al
2
O
3
% R.SiO
2
% Mt % A.Al
2
O
3
% R.SiO
2
34 47.3 5.2 495 47.4 5.2 33 503 47.4 5.2
South32
Interest
As at 30 June 2024
Total Ore Reserves Reserve Life Total Ore Reserves Reserve Life
Mt % A.Al
2
O
3
% R.SiO
2
Years % Mt % A.Al
2
O
3
% R.SiO
2
Years
41 47.5 5.5 3.2 33 41 48.9 4.9 3.6
Strategic report Governance Financial report Resources and reserves Information 239
Sierra Gorda
Mineral Resources
As at 30 June 2025
Measured Mineral Resources Indicated Mineral Resources
Deposit Material Type Mt % TCu g/t Au % Mo Mt % TCu g/t Au % Mo
Sierra Gorda
(1)
OC Sulphide 347 0.40 0.07 0.025 507 0.34 0.06 0.013
Stockpile 54 0.27 0.04 0.012
Ore Reserves
As at 30 June 2025
Proved Ore Reserves Probable Ore Reserves
Deposit Ore Type Mt % TCu g/t Au % Mo Mt % TCu g/t Au % Mo
Sierra Gorda
(1)(2)(3)
OC Sulphide 318 0.41 0.07 0.025 358 0.37 0.06 0.014
Stockpile 54 0.27 0.04 0.012
1. Cut-off: Net smelter return in US$/t
Mineral Resources
A
OC Sulphide
>0
Stockpile
No cut-off grade applied
Ore Reserves
T
OC Sulphide
>0
T
Stockpile
No cut-off grade applied
2. Ore delivered to process plant
3. Metallurgical recoveries are 83% TCu, 54% Mo and 47% Au
240
South32 Annual Report 2025
Resource and Reserves continued
Sierra Gorda is a large integrated copper mining and processing operation located in the Antofagasta region of northern
Chile, 60 km south-west of the city of Calama. Operations commenced in 2014.
The porphyry copper deposit corresponds to a copper, molybdenum and gold hydrothermal system with the presence of breccias,
veining and dissemination. The deposit is located in the cretaceous central zone within three distinct metallogenic belts related to
hydrothermal systems. Mining is via conventional large open pit and ore is delivered either directly to the crusher or to stockpiles for
future reclamation and blending. Ore is processed through crushing, grinding and flotation circuits to produce a copper concentrate with
gold and silver credits and a separate molybdenum concentrate. The concentrates are transported by road and rail to a port in
Antofagasta for export.
Competent Persons
Mineral Resources I Glacken, FAusIMM(CP), employed by Snowden Optiro
Ore Reserves E Ardiles, MAusIMM, employed by Sierra Gorda S.C.M.
South32
Interest
As at 30 June 2024
Inferred Mineral Resources Total Mineral Resources Total Mineral Resources
Mt % TCu g/t Au % Mo Mt % TCu g/t Au % Mo % Mt % TCu g/t Au % Mo
897 0.37 0.06 0.013 1,750 0.36 0.06 0.015 45 1,820 0.36 0.06 0.016
54 0.27 0.04 0.012 51 0.28 0.05 0.013
South32
Interest
As at 30 June 2024
Total Ore Reserves Reserve Life Total Ore Reserves Reserve Life
Mt % TCu g/t Au % Mo Years % Mt % TCu g/t Au % Mo Years
676 0.39 0.06 0.019 15 45 731 0.39 0.06 0.020 16
54 0.27 0.04 0.012 51 0.28 0.05 0.013
Strategic report Governance Financial report Resources and reserves Information 241
Cannington
Mineral Resources
As at 30 June 2025
Measured Mineral Resources Indicated Mineral Resources
Deposit Material Type Mt g/t Ag % Pb % Zn Mt g/t Ag % Pb % Zn
Cannington
(1)(2)
UG Sulphide 39 159 4.67 2.84 11 92 2.98 2.69
OC Sulphide 19 115 3.51 2.29 4.5 58 2.32 2.39
Ore Reserves
As at 30 June 2025
Proved Ore Reserves Probable Ore Reserves
Deposit Ore Type Mt g/t Ag % Pb % Zn Mt g/t Ag % Pb % Zn
Cannington
(1)(3)(4)(5)
UG Sulphide 8.5 172 5.29 3.20 1.6 199 5.32 1.55
1. Cut-off: Net smelter return in A$/t
Mineral Resources
A
UG Sulphide
130
OC Sulphide
58
Ore Reserves
T
UG Sulphide
190
2. Minor change due to updated price protocol
3. Ore delivered to process plant
4. Addition of Ore Reserve following re-optimisation of available Mineral Resource estimate
5. Metallurgical recoveries are 89% Ag, 91% Pb and 89% Zn
242
South32 Annual Report 2025
Resource and Reserves continued
Cannington is an integrated silver-lead-zinc mining and processing operation located in north-west Queensland, 200
kilometres southeast of the town of Mount Isa. Operations at the underground mine commenced in 1998.
The orebody is a Broken Hill type, complex, steeply dipping, high-grade silver, lead and zinc deposit located within the Proterozoic Mount
Isa inlier. The operation utilises long-hole open stoping methods to extract ore and voids are backfilled to maintain stability. Ore is
trucked to the surface via a decline. The ore is subject to crushing, grinding and flotation to produce a silver-rich lead concentrate and a
zinc concentrate. Concentrate is transported by road to a dedicated rail loading facility and exported though the port of Townsville.
Competent Persons
Mineral Resources S Bowman, MAusIMM
Ore Reserves T Bailey, MAusIMM, employed by AMC Consultants
South32
Interest
As at 30 June 2024
Inferred Mineral Resources Total Mineral Resources Total Mineral Resources
Mt g/t Ag % Pb % Zn Mt g/t Ag % Pb % Zn % Mt g/t Ag % Pb % Zn
2.6 56 1.62 2.51 53 140 4.17 2.79 100 53 146 4.27 2.88
1.2 49 1.66 1.80 25 101 3.21 2.28 27 99 3.13 2.18
South32
Interest
As at 30 June 2024
Total Ore Reserves Reserve Life Total Ore Reserves Reserve Life
Mt g/t Ag % Pb % Zn Years % Mt g/t Ag % Pb % Zn Years
10 177 5.30 2.93 6.0 100 11 198 5.70 3.17 5.0
Strategic report Governance Financial report Resources and reserves Information 243
Hermosa
Mineral Resources
As at 30 June 2025
Measured Mineral Resources Indicated Mineral Resources
Deposit Material Type Mt % Zn % Pb % Mn g/t Ag Mt % Zn % Pb % Mn g/t Ag
Hermosa
(1)
Taylor
UG Sulphide 41 4.22 4.25 67 83 3.38 3.91 76
Clarke
UG Oxide 0.4 1.77 8.11 56 35 2.40 9.49 58
As at 30 June 2025
Measured Mineral Resources Indicated Mineral Resources
Deposit Material Type Mt % Cu % Zn % Pb g/t Ag Mt % Cu % Zn % Pb g/t Ag
Hermosa
(1)
Peake
(2)
UG Sulphide
Ore Reserves
As at 30 June 2025
Proved Ore Reserves Probable Ore Reserves
Deposit Ore Type Mt % Zn % Pb g/t Ag Mt % Zn % Pb g/t Ag
Hermosa
(1)
Taylor
(3)
UG Sulphide 65 4.35 4.90 82
1. Cut-off: Net smelter return in US$/t
Mineral Resources
A
Taylor UG Sulphide
80
B
Clark UG Oxide
175
Peake UG Sulphide
80
Ore Reserves
T
Taylor UG Sulphide
90
2. Change to Mineral Resource due to additional drilling
3. Metallurgical recoveries are 85-92% for Pb in Pb concentrate, 75-92% for Zn in Zn concentrate, 52-83% for Ag in Pb concentrate, and 7-11% for Ag in Zn concentrate
244
South32 Annual Report 2025
Resource and Reserves continued
Hermosa consists of a series of polymetallic sulphide and oxide deposits with development currently underway to construct
an integrated mining and processing facility. It is located near the town of Patagonia in southern Arizona, USA.
The primary orebodies at Hermosa include Taylor, a carbonate replacement style zinc-lead-silver deposit; Clark, a manto style
manganese rich zinc-silver oxide deposit; and Peake, a lateral skarn style copper rich zinc-lead-silver deposit within a Palaeozoic
sequence. Mining and processing facilities are currently under construction and the Taylor deposit will be accessed via shafts and utilise
long-hole open stoping methods to extract the ore. Processing facilities will produce both zinc and lead concentrates that will be
transported by road either direct to customers or to existing export facilities.
Competent Persons
Taylor
Mineral Resources P Garretson, MAusIMM
Ore Reserves P Garretson, MAusIMM
Clark & Peake
Mineral Resources P Garretson, MAusIMM
South32
Interest
As at 30 June 2024
Inferred Mineral Resources Total Mineral Resources Total Mineral Resources
Mt % Zn % Pb % Mn g/t Ag Mt % Zn % Pb % Mn g/t Ag % Mt % Zn % Pb % Mn g/t Ag
100
28 2.96 2.97 93 153 3.53 3.83 77 153 3.53 3.83 77
20 1.61 8.33 115 55 2.11 9.07 78 55 2.11 9.07 78
South32
Interest
As at 30 June 2024
Inferred Mineral Resources Total Mineral Resources Total Mineral Resources
Mt % Cu % Zn % Pb g/t Ag Mt % Cu % Zn % Pb g/t Ag % Mt % Cu % Zn % Pb g/t Ag
100
25 0.79 0.45 0.47 42 25 0.79 0.45 0.47 42 3.3 1.64 0.32 0.61 49
South32
Interest
As at 30 June 2024
Total Ore Reserves Reserve Life Total Ore Reserves Reserve Life
Mt % Zn % Pb g/t Ag Years % Mt % Zn % Pb g/t Ag Years
19 100 19
65 4.35 4.90 82 65 4.35 4.90 82
Strategic report Governance Financial report Resources and reserves Information 245
Ambler Metals
Mineral Resources
As at 30 June 2025
Measured Mineral Resources Indicated Mineral Resources
Deposit Material Type Mt % Cu % Zn % Pb g/t Ag g/t Au Mt % Cu % Zn % Pb g/t Ag g/t Au
Ambler Metals
(1)
Arctic
OC Sulphide 24 3.14 4.35 0.77 49 0.62 15 2.84 4.46 0.84 46 0.60
Bornite
OC Sulphide 40 1.06
UG Sulphide
1. Cut-off: Net smelter return in US$/t
Mineral Resources
Arctic
OC Sulphide
62
Bornite
OC Sulphide
0.5% Cu
UG Sulphide
1.5% Cu
246
South32 Annual Report 2025
Resource and Reserves continued
Ambler Metals consists of a series of high-grade polymetallic sulphide deposits located in central Alaska, USA. The Arctic
and Bornite deposits are located 260 km and 275 km west of the Dalton Highway.
The two orebodies which are sufficiently defined to enable resource declaration are Arctic, a volcanogenic massive sulphide, copper-zinc
deposit with associated lead, silver and gold; and Bornite which is a carbonate hosted copper rich deposit of Devonian age. Further
definition and assessment is required prior to any development decision.
Competent Persons
Arctic
Mineral Resources M Job, FAusIMM, employed by Cube Consulting
Bornite
Mineral Resources S Khosrowshahi, MAusIMM(CP), self-employed
T Fouet, MAusIMM(CP)
South32
Interest
As at 30 June 2024
Inferred Mineral Resources Total Mineral Resources Total Mineral Resources
Mt % Cu % Zn % Pb g/t Ag g/t Au Mt % Cu % Zn % Pb g/t Ag g/t Au % Mt % Cu % Zn % Pb g/t Ag g/t Au
50
3.7 1.84 3.24 0.70 39 0.40 43 2.93 4.30 0.79 47 0.59 43 2.93 4.30 0.79 47 0.59
38 1.03 78 1.04 78 1.04
70 2.29 70 2.29 70 2.29
Strategic report Governance Financial report Resources and reserves Information 247
Australia Manganese
Mineral Resources
As at 30 June 2025
Measured Mineral Resources Indicated Mineral Resources
Deposit Material Type Mt % Mn % Yield Mt % Mn % Yield
Australia Manganese
GEMCO
(1)
ROM
(2)
62 44.9 46 36 40.9 47
Sands
(3)
11 19.8
Ore Reserves
As at 30 June 2025
Proved Ore Reserves Probable Ore Reserves
Deposit Ore Type Mt % Mn % Yield Mt % Mn % Yield
Australia Manganese
GEMCO
(1)(4)(5)(6)
ROM 19 43.6 59 34 41.1 56
Sands 6.0 40.0 20
1. Cut-off grade
Mineral Resources
ROM ≥35% Mn washed product
Sands No cut-off grade applied
Ore Reserves
ROM ≥36% average Mn washed product per ore mining block
Sands No cut-off grade applied
2. Mineral Resources tonnes are stated as in situ, manganese grades are stated as per washed ore samples and should be read together with their respective mass recovery
expressed as yield
3. Mineral Resource tonnes and manganese grades are stated as in-situ
4. Ore Reserves tonnes are stated as delivered to process plant, manganese grades are stated as expected product and should be read together with their respective mass yields
5. Change to Ore Reserve due to change in Resource model and optimised ore recovery above cut-off parameters
6. Plant recoveries: see yield in Ore Reserves table
248
South32 Annual Report 2025
Resource and Reserves continued
Australia Manganese consists of the Groote Eylandt Mining Company (GEMCO) with manganese mining and processing
operations located in the Gulf of Carpentaria, in the Northern Territory of Australia. Operations commenced in the 1960’s.
The orebody consists of relatively shallow stratiform massive to disseminated sheet-like manganese deposits, consisting of cretaceous
sediments lapping onto Proterozoic basement sandtones and quartzites. Mining is performed by conventional open-pit strip mining
techniques and ore is crushed and processed on site to remove impurities. Secondary processing of tailings materials (Sands) is
undertaken through a dedicated circuit to increase overall recovery. Ore is exported from the co-located port facility.
Competent Persons
Mineral Resources J Harvey, MAusIMM
Ore Reserves C Dekker, MAusIMM
South32
Interest
As at 30 June 2024
Inferred Mineral Resources Total Mineral Resources Total Mineral Resources
Mt % Mn % Yield Mt % Mn % Yield % Mt % Mn % Yield
60
17 44.6 43 115 43.6 46 126 43.5 47
11 19.8 12 19.8
South32
Interest
As at 30 June 2024
Total Ore Reserves Reserve Life Total Ore Reserves Reserve Life
Mt % Mn % Yield Years % Mt % Mn % Yield Years
60
53 42.0 57 6.0 46 42.2 56 5.0
6.0 40.0 20 6.1 40.0 20
Strategic report Governance Financial report Resources and reserves Information 249
South Africa Manganese
Mineral Resources
As at 30 June 2025
Measured Mineral Resources Indicated Mineral Resources
Deposit Material Type Mt % Mn % Fe Mt % Mn % Fe
South Africa Manganese
(1)(2)
Wessels
Lower Body 24 42.8 13.0 13 43.9 16.4
Upper Body 6.9 41.9 17.6 70 41.0 18.8
Mamatwan
M, C, N Zones 33 36.7 4.5 6.4 36.9 4.7
X Zone 2.4 36.3 4.5
Top Cut (balance I&O) 16 29.5 5.8 2.5 29.9 5.9
Ore Reserves
As at 30 June 2025
Proved Ore Reserves Probable Ore Reserves
Deposit Ore Type Mt % Mn % Fe Mt % Mn % Fe
South Africa Manganese
(1)(3)(4)
Wessels
Lower Body 5.3 43.1 10.5 7.2 44.1 17.6
Upper Body 3.9 42.1 17.6 38 41.2 18.7
Mamatwan
M, C, N Zones 22 36.1 4.4 12 36.6 4.6
1. Cut-off grade
Mineral Resources
Wessels ≥37.5% Mn
Mamatwan M,C,N Zones No cut-off grade applied
X Zone ≥35% Mn
Top Cut (balance I&O) ≥28% Mn
Ore Reserves
Wessels ≥37.5% Mn
Mamatwan M,C,N Zones ≥33% ROM Mn washed product
2. Mineral Resource tonnes and manganese grades are stated as in-situ
3. Ore delivered to process plant
4. Metallurgical recoveries
Wessels 97%
Mamatwan 93%
250
South32 Annual Report 2025
Resource and Reserves continued
South Africa Manganese consists of two manganese mining and processing operations, Mamatwan and Wessels, located
near the town of Hotazel in the Northern Cape province of South Africa. Operations commenced in the 1960’s.
The orebodies consist of shallow dipping, stratiform manganese deposits interbedded with banded iron formations within the early
Proterozoic Transvaal supergroup. Mining at Mamatwan is via conventional drill and blast open pit techniques, targeting the shallower
ore horizons. Mining at Wessels is via underground bord and pillar techniques, targeting two mineralised horizons known as the Upper
and Lower bodies. Ore from Mamatwan and Wessels is crushed and sized to produce different fractions and to create the opportunity to
blend to customer specifications. A portion of the Mamatwan ore is sintered after floatation to produce a physically strong and
chemically stable product. Products from both the mines are transported by road or rail to locations on the coast of South Africa for
export.
Competent Persons
Mamatwan
Mineral Resources O Nkuna, Pr. Sci. Nat., SACNASP
Ore Reserves A April, MAusIMM
Wessels
Mineral Resources J Harvey, MAusIMM
Ore Reserves M Rakhunwana, MAusIMM
South32
Interest
As at 30 June 2024
Inferred Mineral Resources Total Mineral Resources Total Mineral Resources
Mt % Mn % Fe Mt % Mn % Fe % Mt % Mn % Fe
44.4
3.5 45.2 15.1 41 43.4 14.3 43 43.3 13.9
12 40.7 21.4 89 41.0 19.1 89 41.0 19.1
39 36.7 4.5 44 36.8 4.6
2.4 36.3 4.5 3.0 36.4 4.6
19 29.5 5.8 21 29.6 5.8
South32
Interest
As at 30 June 2024
Total Ore Reserves Reserve Life Total Ore Reserves Reserve Life
Mt % Mn % Fe Years % Mt % Mn % Fe Years
44.4
13 43.6 14.3 43 13 43.7 14.3 46
42 41.3 18.6 43 41.3 18.6
34 36.3 4.5 12 37 36.1 4.5 13
Strategic report Governance Financial report Resources and reserves Information 251
Cerro Matoso
Mineral Resources
As at 30 June 2025
Measured Mineral Resources Indicated Mineral Resources
Deposit Material Type Mt % Ni Mt % Ni
Cerro Matoso
(1)(4)
Laterite 115 0.9 129 0.8
Stockpile 17 1.0 27 0.8
Ore Reserves
As at 30 June 2025
Proved Ore Reserves Probable Ore Reserves
Deposit Ore Type Mt % Ni Mt % Ni
Cerro Matoso
(1)(2)(3)(4)
Laterite 12 1.0 2.5 1.0
Stockpile 6.8 1.1 4.8 0.9
1. Cut-off grade
Mineral Resources
Laterite 0.6% Ni
Stockpile 0.6% Ni
Ore Reserves
Laterite 0.6% Ni
Stockpile 0.6% Ni
2. Ore delivered to process plant
3. Global recovery is 80%
4. In July 2025, we entered into a binding agreement to divest Cerro Matoso. The transaction is expected to complete in late H1 FY26, subject to the satisfaction or waiver of certain
conditions. For further information, refer to market release "Agreement to divest Cerro Matoso" dated 7 July 2025.
252
South32 Annual Report 2025
Resource and Reserves continued
Cerro Matoso is an integrated nickel mining and smelting operation located in northern Colombia, approximately 20 km
southwest of the town of Montelibano. Operations commenced in the 1980’s.
The orebody is a nickeliferous laterite deposit within the cretaceous Cauca ophiolite complex. Mining is via traditional drill and blast open
pit mining methods using truck and shovel. Ore is sourced and blended from the active mining areas and long-term stockpiles and is
crushed and sorted before being processed through the plant which consists of rotary kilns and electric furnaces to produce a
ferronickel pellet product. The product is transported by road to the port of Cartagena for export.
Competent Persons
Mineral Resources I Glacken, FAusIMM(CP), employed by Snowden Optiro
Ore Reserves D Vasquez, MAusIMM
South32
Interest
As at 30 June 2024
Inferred Mineral Resources Total Mineral Resources Total Mineral Resources
Mt % Ni Mt % Ni % Mt % Ni
9.0 0.8 253 0.9 99.9 254 0.9
44 0.9 46 0.9
South32
Interest
As at 30 June 2024
Total Ore Reserves Reserve Life Total Ore Reserves Reserve Life
Mt % Ni Years % Mt % Ni Years
15 1.0 7.0 99.9 16 1.1 8.0
12 1.0 13 1.0
Strategic report Governance Financial report Resources and reserves Information 253
Illawarra Metallurgical Coal
Coal Resources
As at 30 June 2025
Measured Coal Resources Indicated Coal Resources
Deposit Mining Method Coal Type Mt % Ash % VM % S Mt % Ash % VM % S
Illawarra Metallurgical Coal
(1)(2)
Bulli
UG Met/Th - - - - - - - -
Wongawilli
UG Met/Th - - - - - - - -
Coal Reserves
As at 30 June 2025
Proved Coal
Reserves
Probable Coal
Reserves
Total
Coal Reserves
Proved Marketable
Coal Reserves
Deposit Mining Method Coal Type Mt Mt Mt Mt % Ash % VM % S
Illawarra Metallurgical Coal
(1)(2)
Bulli
UG Met - - - - - - -
Wongawilli
UG Met/Th - - -
UG Met - - - -
UG Th - -
1. Illawarra Metallurgical Coal Assets divested from South32 on 29 Aug 2024.
2. Competent Persons
Mineral Resources H Kaag, MAusIMM, employed by GM3
Ore Reserves M Rose, MAusIMM
254
South32 Annual Report 2025
Resource and Reserves continued
South32
Interest
As at 30 June 2024
Inferred Coal Resources Total Coal Resources Total Coal Resources
Mt % Ash % VM % S Mt % Ash % VM % S % Mt % Ash % VM % S
0
- - - - - - - - 757 12.5 23.4 0.36
- - - - - - - - 413 29.8 22.4 0.57
As at 30 June 2024
Probable Marketable
Coal Reserves
Total Marketable
Coal Reserves
Reserve
Life
South32
Interest
Total Marketable
Coal Reserves
Reserve
Life
Mt % Ash % VM % S Mt % Ash % VM % S Years % Mt % Ash % VM % S Years
0
- - - - - - - - - 86 8.9 24.6 0.35 21
- 8.0
- - - - - - - - 7.3 10.8 23.0 0.59
- - - - 3.7 28.0
Strategic report Governance Financial report Resources and reserves Information 255
INFORMATION
Shareholder information
257
Glossary
260
Corporate directory
271
Information about this report
272
256
South32 Annual Report 2025
Voting rights for shares
South32 Limited ordinary shares carry voting rights of one vote per share.
Shareholders may hold a beneficial entitlement to South32 Limited dematerialised ordinary shares, United Kingdom (UK) Depositary
Interests and American Depositary Shares (ADS) through the Central Securities Depositories of Strate (Strate), CREST and the Depository
Trust Company, respectively. Each share held dematerialised in Strate, or as a Depositary Interest held in CREST, entitles the holder to one
vote. Each ADS is represented by five ordinary shares, with ADS voting managed by South32 Limited’s ADS Depositary.
Substantial shareholders
The following table shows the substantial shareholders who, together with their associates, hold five per cent or more of the voting rights
in South32 Limited, as notified to South32 Limited under the Corporations Act, as at 31 July 2025.
Name Date notice received Number of shares in notice Percentage of capital in notice
AustralianSuper Pty Ltd 8 October 2024 275,449,382 6.08
BlackRock Group 8 December 2021 318,403,413 6.84
State Street Corporation 17 September 2024 322,808,238 7.13
Vanguard Group 31 January 2024 276,360,221 6.10
Distribution of shareholdings and number of shareholders
The following table shows the distribution of South32 Limited shareholders by size of shareholding and number of shareholders and shares
as at 31 July 2025.
Size of holding Number of shareholders Number of shares Percentage of capital
1 - 1,000 107,864 51,058,532 1.13
1,001 - 5,000 77,469 189,049,495 4.20
5,001 - 10,000 23,050 169,032,902 3.75
10,001 - 100,000 21,767 503,425,522 11.18
100,001 and over 758 3,591,068,670 79.74
Total
230,908 4,503,635,121 100.00
Distribution of rights holdings and number of rights holders
The following table shows the distribution of rights holders in South32 Limited by size of rights holding and number of rights holders and
rights as at 31 July 2025.
Size of holding Number of rights holders Number of rights Percentage of rights on issue
1 - 1,000 665 385,740 0.97
1,001, - 5,000 5,357 7,364,816 18.47
5,001 - 10,000 9 71,369 0.18
10,001 - 100,000 106 5,043,038 12.65
100,001 and over 61 27,002,735 67.73
Total
6,198 39,867,698 100.00
Strategic report Governance Financial report Resources and reserves Information 257
Shareholder information
Twenty largest shareholders in South32 Limited
The following table sets out the 20 largest shareholders of ordinary shares listed on the South32 Limited share register and the details of
their shareholding as at 31 July 2025.
Name Number of fully paid shares Percentage of capital
1 HSBC Custody Nominees (Australia) Limited 1,233,585,749 27.39
2 J P Morgan Nominees Australia Pty Limited 925,062,811 20.54
3 Citicorp Nominees Pty Ltd 472,258,824 10.49
4 South Africa Control A/C 244,584,438 5.43
5 BNP Paribas Nominees Pty Ltd <Agency Lending A/C> 74,895,174 1.66
6 Citicorp Nominees Pty Limited <Citibank NY ADR Dep A/C> 69,223,430 1.54
7 BNP Paribas Noms Pty Ltd 63,200,176 1.40
8 Computershare Clearing Pty Ltd <CCNL DI A/C> 57,273,491 1.27
9 National Nominees Limited 39,380,286 0.87
10 Butterwood Nomimees Pty Ltd 34,991,751 0.78
11 HSBC Custody Nominees (Australia) Limited <NT-Comnwlth Super Corp A/C> 32,498,621 0.72
12 HSBC Custody Nominees (Australia) Limited 24,393,779 0.54
13 BNP Paribas Nominees Pty Ltd <Hub24 Custodial Serv Ltd> 23,095,130 0.51
14 Netwealth Investments Limited <Wrap Services A/C> 11,178,364 0.25
15 BNP Paribas Nominees Pty Ltd <Clearstream> 10,088,178 0.22
16 CPU Share Plans Pty Ltd <S32 ASP Unallocated A/C> 9,088,044 0.20
17 BNP Paribas Noms Pty Ltd <Global Markets> 9,003,352 0.20
18 UBS Nominees Pty Ltd 8,290,000 0.18
19 Merrill Lynch (Australia) Nominees Pty Limited 7,696,028 0.17
20 HSBC Custody Nominees (Australia) Limited - A/C 2 6,370,334 0.14
Total
3,356,157,960 74.50
Restricted and escrowed securities
As at 31 July 2025, South32 Limited does not have any restricted
securities or securities subject to voluntary escrow on issue.
Shareholders with less than a marketable parcel
As at 31 July 2025, there were 12,921 shareholders on the
Australian South32 Limited register holding less than a
marketable parcel (A$500) based on the closing market price of
A$2.94.
On-market purchases of South32 Limited Securities
for employee incentive plans
The Group purchased South32 Limited ordinary share on-
market through the Company’s employee share plan trusts for
the purposes of the South32 Equity Incentive Plans.
During FY25, 966,000 shares were purchased on-market for the
Australian ESOP Trust and 400,023 were purchased for the
South African ESOP Trust. The average price at which the shares
were purchased was A$3.34 and ZAR36.81 respectively.
In addition, 215,717 shares were purchased on-market and
immediately distributed to Canadian based employees on
vesting of rights. The average price at which the shares were
purchased was A$3.14.
Dividend policy
Our dividend policy is determined by the Board at its discretion.
Our priorities for cash flow are to maintain safe and reliable
operations and an investment grade credit rating through the
cycle.
Our current dividend policy is that South32 Limited intends to
distribute a minimum of 40 per cent of Underlying earnings as
ordinary dividends to our shareholders following each six-month
reporting period. South32 Limited intends to distribute
dividends with the maximum practicable franking credits for the
purposes of the Australian dividend imputation system.
Dividend determination and payment
Our dividends are determined in United States (US) dollars.
Dividends for shareholders of South32 Limited on the Australian
register are paid by direct credit into shareholders’ nominated
bank account in Australian dollars, UK pounds sterling, New
Zealand dollars or US dollars, provided direct credit details and
currency election information is submitted no later than close of
business on the dividend record date as stated in the relevant
Australian Securities Exchange (ASX) announcement.
Dividends for shareholders of South32 Limited on the South
African branch register and UK Depositary Interest holders are
paid by direct credit in South African rand and UK pounds
sterling, respectively.
Refer to our Dividends and shareholder information page on our
website www.south32.net for further information about
dividends.
258
South32 Annual Report 2025
Shareholder information continued
Capital management program
As at 30 June 2025, we have returned a total of US$2.325 billion
to our shareholders under our capital management program,
comprising US$1.8 billion via our on-market share buy-back and
special dividends of US$525 million.
Our on-market share buy-back was initially announced on 27
March 2017 and purchasing commenced on 19 April 2017. In
February 2024, to manage our financial position and retain the
right balance of flexibility, efficiency and prudence, we cancelled
our on-market share buy-back.
On 29 August 2024, we announced our intention to allocate
US$200 million through our ongoing capital management
program via an on-market share buy-back, commencing from
completion of the sale of IMC, and to be returned to
shareholders by 12 September 2025 unless extended. This
reflected the Group’s strengthened financial position following
the sale of IMC and disciplined approach to capital management
and will take returns under our capital management program to
US$2.5 billion. Subsequent to 30 June 2025, the Board extended
the execution window for the remaining program by 12 months
to 11 September 2026, with US$144M remaining to be returned
to shareholders.
Between the commencement of purchasing under the on-
market share buy-back on 19 April 2017 and 30 June 2025,
South32 Limited has purchased a total of 820 million shares,
which represented 15.41 per cent of share capital at the
commencement of the program.
During the year ended 30 June 2025, South32 Limited
purchased 26 million shares under the on-market share buy-
back, which represented 0.57 per cent of share capital at the
beginning of the financial year. Total consideration paid for
these shares was US$56 million. The shares have no par value.
The shares purchased by South32 Limited under the on-market
share buy-back have been cancelled.
Annual General Meeting (AGM)
Our 2025 AGM is scheduled to be held on Thursday 23 October
2025 at 12.00pm (midday) Australian Western Standard Time as
a hybrid meeting, providing shareholders with the opportunity
to attend physically or online. If it becomes necessary or
appropriate to make alternative or supplementary
arrangements, we will provide an update. Further details
regarding the AGM will be made available in September 2025,
and shareholders are encouraged to monitor securities
exchange releases and www.south32.net for information and
updates.
Addresses delivered at the AGM, together with the results of
voting, will be provided to all stock exchanges where we are
listed and will be available at www.south32.net.
Stock exchanges
As at 31 July 2025, South32 Limited has a primary listing on the
ASX, a secondary listing on the Johannesburg Stock Exchange,
is admitted to listing in the equity shares (international
commercial companies secondary listing) category of the Official
List of the UK Financial Conduct Authority and its ordinary
shares are traded on the London Stock Exchange. South32
Limited also has a Level 1 American Depositary Receipts (ADR)
program, which trades in the on the United States over-the-
counter market.
Shareholder enquiries
Shareholders can access their current holding details as well as
their transaction history, view dividend statements and
payments made, download statements and documents, change
their address, update their communication preferences and
banking details, and check their tax details online via
Computershare’s Investor Centre at www.computershare.com.
Alternatively, refer to the contacts listed under Share registries
to the right.
Share registries
Australia
Computershare Investor Services Pty Limited
Yarra Falls 452 Johnston Street
Abbotsford Victoria 3067
Australia
Telephone (Australia): 1800 019 953
Telephone (International): +61 3 9415 4169
Facsimile: +61 3 9473 2500
South Africa
Computershare Investor Services (Pty) Limited
Rosebank Towers, 15 Biermann Avenue
Rosebank 2196
South Africa
Telephone: +27 11 373 0033
Facsimile: +27 11 688 5217
Email enquiries: web.queries@computershare.co.za
Holders of shares dematerialised into Strate should contact their
Central Securities Depository Participant or stockbroker.
United Kingdom
Computershare Investor Services PLC
The Pavilions, Bridgwater Road
Bristol BS99 6ZZ
United Kingdom
Telephone: +44 370 873 5884
Facsimile: +44 370 703 6101
Email enquiries: web.queries@computershare.co.uk
ADR
ADR holders should deal directly with Citibank Shareholder
Services.
Citibank Shareholder Services
PO Box 43077 Providence
Rhode Island 02940-3077
Telephone: +1 877 248 4237
(+1-877-CITIADR) (toll-free within US)
+1 781 575 4555 (outside of US)
Facsimile: +1 201 324 3284
Email enquiries: citibank@shareholders-online.com
Website: www.citi.com/dr
Branches
In accordance with DTR 4.1.11R(5), South32 Limited, through
various subsidiaries, has established branches in different
jurisdictions in which the business operates.
Registered office
South32 Limited’s Registered Office is Level 2, 100 St Georges
Terrace, Perth WA 6000, Australia.
Information regarding South32’s other office locations is
included in the Corporate directory on page 271.
Electronic communications
Shareholders are encouraged to access all South32
communications electronically. Shareholders that wish to
receive electronic communications can update their preferences
online or by contacting the relevant Computershare Investor
Centre. Refer to the Investors section at www.south32.net for
further details on how to receive shareholder communications.
Strategic report Governance Financial report Resources and reserves Information 259
ABC
Anti-bribery and corruption.
ADR
American Depositary Receipts.
AASB
Australian Accounting Standards Board.
Absolute emissions
The total amount of GHGs emitted into the
atmosphere over a specific period
regardless of factors like economic output
or intensity.
Acid Rock Drainage (ARD)
Acidic water rich in heavy metals that can
occur during and after site operation as a
result of exposing naturally encapsulated
rock and soil to air and water.
Adjusted return on invested capital (ROIC)
Calculated as Underlying EBIT, adjusted for
uncontrollable and one-off impacts in the
current financial year, less the discount on
rehabilitation provisions included in
Underlying net finance costs, tax effected
by the Group’s prior period Underlying
effective tax rate (ETR) including our
material equity accounted investments on
a proportional consolidation basis, divided
by the sum of fixed assets (excluding any
rehabilitation assets, the impact of any
impairments or impairment reversals, and
unproductive capital) and inventories.
Adjusted Underlying EBITDA
Calculated as Underlying EBITDA (being
Earnings before interest, tax, depreciation
and amortisation, including the
proportional consolidation of our material
equity accounted investments), adjusted
for uncontrollable impacts (commodity
prices, foreign exchange, and price-linked
costs) and other adjustments.
AGM
Annual General Meeting.
Air emissions
Air emissions are non-greenhouse gas air
emissions associated with our activities,
which include gaseous air emissions such
as sulphur oxides (SO
x
), nitrogen oxides
(NO
x
) and fluoride, and particulate matter
such as dust.
Alumina
Aluminium oxide (Al₂O₃). Alumina is
produced from bauxite in the Bayer refining
process. It is then converted (reduced) in an
electrolysis cell to produce aluminium
metal.
Aluminium Stewardship Initiative (ASI)
The ASI works together with producers,
users and stakeholders in the aluminium
value chain to collaboratively foster
responsible production, sourcing and
stewardship of aluminium.
American Depositary Receipts (ADR)
An ADR is a security that represents shares
of non-United States companies that are
held by a US depositary bank outside the
US.
AO
Officer of the Order of Australia.
Artificial intelligence
Artificial intelligence (AI) is the ability for
machines to complete tasks commonly
associated with human intelligence.
ASX
ASX Limited or Australian Securities
Exchange.
ASX Listing Rules
The rules governing the listing of an entity
and the quotation of its securities on the
ASX.
ASX Listing Rules (Chapter 5)
This chapter of the ASX Listing Rules sets
out additional reporting and disclosure
requirements for mining entities, oil and
gas entities, and other entities reporting on
mining and oil and gas activities.
Australian Carbon Credit Unit (ACCU)
A carbon offset credit issued by the
Australian Government under the
Australian Carbon Credit Unit Scheme. Each
ACCU represents one tonne of carbon
dioxide-equivalent emissions reduced or
abated by approved projects.
Australian Securities and Investments
Commission (ASIC)
The independent Australian Government
body that is Australia’s integrated
corporate, markets, financial services and
consumer credit regulator.
Baseline water stress
The ratio of total annual water withdrawals
to total available renewable surface and
groundwater supplies, accounting for
upstream consumptive use. Higher values
indicate more competition among users.
The values and definition of baseline water
stress have been derived from World
Resources Institute (WRI) Aqueduct 4.0.
Base metal
A common metal that is not considered
precious, such as aluminium, copper, zinc
and lead.
Bauxite
Principal commercial ore of aluminium.
B-BBEE
Broad-Based Black Economic
Empowerment.
Beneficiation
The process of physically separating ore
from gangue to produce a mineral
concentrate prior to subsequent
processing.
BHP
BHP, formerly known as BHP Billiton, is the
group of companies headed by, and
including, BHP Group Ltd and BHP Group
plc.
Biodiversity
Refers to the variety of living organisms
from all sources including terrestrial,
marine and other aquatic ecosystems and
the ecosystems of which they are a part.
Black People
As defined in the Broad-Based Black
Economic Empowerment Amendment Act
2013 (South Africa), a generic term
meaning Africans, Coloureds and Indians
who are citizens of the Republic of South
Africa by birth or descent; or who become
citizens of the Republic of South Africa by
naturalisation before 27 April 1994 or on or
after 27 April 1994 and who would have
been entitled to acquire citizenship by
naturalisation prior to that date.
Board
The Board of Directors of South32 Limited.
Brownfield
An exploration or development project
located within an existing mineral province,
which can share infrastructure and
management with an existing operation.
Carbon Border Adjustment Mechanism
(CBAM)
A CBAM is a mechanism implemented by
governments to account for the carbon
cost of producing imported goods, with the
ultimate aim of reducing greenhouse gas
emissions and supporting global progress
towards net zero. The European Union
CBAM entered into force on 1 October
2023.
Carbon credit
An emissions unit that is issued by a carbon
crediting program and represents an
emission reduction or removal of
greenhouse gases. Carbon credits are
uniquely serialised, issued, tracked and
cancelled by means of an electronic
registry.
260
South32 Annual Report 2025
Glossary of terms and abbreviations
Catchment
The area of land from which all surface
runoff and subsurface water flows through
a sequence of streams, rivers, aquifers and
lakes into the sea or another outlet at a
single river mouth, estuary, or delta.
Catchments include associated
groundwater areas and might include
portions of waterbodies (such as lakes or
rivers). In different parts of the world,
catchments are also referred to as
‘watersheds’ or ‘basins’ (or sub-basins).
CCAP
Climate Change Action Plan sets out our
approach to addressing risks and
opportunities presented by climate change.
Our CCAP is updated at least every three
years with progress reported annually and
is available at www.south32.net.
CEO
Chief Executive Officer.
CFO
Chief Financial Officer.
Climate-related Risks and Opportunities
Climate-related risks refers to the potential
negative effects of climate change on an
entity. These risks are categorised as
climate-related physical risks and climate-
related transition risks.
Climate-related opportunities refers to the
potential positive effects arising from
climate change for an entity. Efforts to
mitigate and adapt to climate change can
produce climate-related opportunities for
an entity.
Climate Resilience
The capacity of an entity to adjust to
climate-related changes, developments or
uncertainties. Climate resilience involves
the capacity to manage climate-related
risks and benefit from climate-related
opportunities, including the ability to
respond and adapt to climate-related
transition risks and climate-related physical
risks. An entity’s climate resilience includes
both its strategic resilience and its
operational resilience to climate-related
changes, developments and uncertainties.
Coal Reserve
The same meaning as Ore Reserve, but
specifically concerning coal.
Coal Resource
The same meaning as Mineral Resource,
but specifically concerning coal.
CO
2
-e
Carbon dioxide equivalent. The universal
unit of measurement to indicate the global
warming potential of each greenhouse gas,
expressed in terms of the global warming
potential of one unit of carbon dioxide. This
unit is used to evaluate releasing (or
avoiding releasing) different greenhouse
gases against a common basis.
Coking coal
Used in the manufacture of coke, which is
used in the steelmaking process by virtue
of its carbonisation properties. Coking coal
is a form of, and may also be referred to as,
metallurgical coal.
Community complaints and grievances
A community complaint is a verbal or
written notification made directly to a
South32 representative by a member of
the community relating to an adverse
impact on the community from the
Company’s activities and/or employee or
contractor behaviour in part or in whole.
A community grievance is a complaint
relating to an adverse impact on a
community member(s) that has escalated
to the point where it requires third-party
intervention or adjudication to resolve.
Grievances may involve more than one
community member or family and relate to
disputes that have remained unresolved for
some time.
Competent Person
A minerals industry professional who is a
Member or Fellow of The Australasian
Institute of Mining and Metallurgy, or of the
Australian Institute of Geoscientists, or of a
‘Recognised Professional Organisation’, as
included in a list available on the JORC and
ASX websites. These organisations have
enforceable disciplinary processes,
including the powers to suspend or expel a
member. A Competent Person must have a
minimum of five years’ relevant experience
in the style of mineralisation or type of
deposit under consideration and in the
activity that the person is undertaking
(JORC Code).
Contractor
A contractor is an employee of a company
contracted by the employer to do work on
its behalf and under its control with respect
to location, work practices and application
of health and safety standards.
COO
Chief Operating Officer.
CTO
Chief Technical Officer.
Copper equivalent production (CuEq)
Represents the payable copper equivalent
production in kilotonnes and is calculated
by accumulating revenue using average
realised prices for all operations and
dividing by the average realised price of
copper. In this Report, CuEq has been
calculated based on FY25 averaged
realised product prices for all years
included in FY25 reporting, to allow for
comparison between years.
Corporations Act
Corporations Act 2001 (Cth).
Cost, Insurance, and Freight (CIF)
A contractual term defining responsibilities
and division of cost and risk between buyer
and seller, in which the seller is responsible
for clearing the goods for export and bears
the cost of freight and insurance to the
named port of destination. The buyer
assumes all risks and costs for unloading
the goods and clearing the goods for
import. Risk passes from seller to buyer
once the goods are on board the vessel at
the port of shipment.
CTO
Chief Technical Officer.
Cut-off grade
The lowest grade, or quality, of mineralised
material that qualifies as economically
mineable and available in a given deposit. It
may be defined on the basis of economic
evaluation, or on physical or chemical
attributes that define an acceptable
product specification (JORC Code).
CYXX
Refers to the calendar year ending 31
December 20XX, where XX is the two digit
number for the year.
Decarbonisation
Avoiding or reducing the greenhouse gas
emissions associated with an activity.
Demerger
The separation of assets from BHP effected
in May 2015 to create a separate entity
South32 Limited, listed on the ASX, LSE and
JSE.
Dewatering
Dewatering is the interception and removal
of water from operational areas.
DTR
UK Financial Conduct Authority’s Disclosure
Guidance and Transparency Rules. A
reference to DTR followed by a number is a
specific rule under the DTR.
EAI
Equity accounted interest.
EBIT
Earnings before interest and tax.
EBITDA
Earnings before interest, tax, depreciation
and amortisation.
Ecosystem services
Contributions made by ecosystems that
benefit economic and other human activity.
These include provisioning services, such
as the provision of crops, wood or water,
and regulating and maintenance services,
such as water flow regulation and climate
regulation services.
Effective tax rate (ETR)
Income tax expense/benefit divided by
profit/loss subject to tax.
Strategic report Governance Financial report Resources and reserves Information 261
Emissions intensity
Refers to the amount of greenhouse gas
emissions produced per unit of economic
activity or production.
Emissions-limiting regulations
Regulations intended to limit or reduce
emissions directly, such as cap-and-trade
schemes, carbon tax/fee systems, and
other emissions control (e.g. command-
and-control approach) and permit based
mechanisms.
Employee
Any person in full-time, part-time or casual
employment engaged by South32 on a
temporary or permanent basis pursuant to
a contract of service.
Employee Share Ownership Plan (ESOP)
Trusts
The trusts which purchase and hold
South32 Limited shares for the purpose of
the South32 Equity Incentive Plans.
South32 has an Australian ESOP Trust and
South African ESOP Trust.
Energy coal
Used as a fuel source in electrical power
generation, cement manufacture and
various industrial applications. Energy coal
may also be referred to as steaming or
thermal coal.
Energy consumption
Energy consumed where we have
operational control includes fuel consumed
for non-combustion and combustion
activities, regardless of the use, i.e.
stationary or mobile purposes. Where
energy is consumed to generate a
secondary energy stream (e.g. electricity
generation or transfer of unprocessed
natural gas to natural gas ready for
distribution), only the primary energy
consumption is reported.
Enterprise and Supplier Development
(ESD)
Enterprise and Supplier Development (ESD)
consists of two activities, Enterprise
Development and Supplier Development.
ESD is one of the priority elements of the
Broad-Based Black Economic
Empowerment Act, 2013, with the aim to
strengthen local procurement from small,
medium, and micro enterprises, and
enhance local supplier development. The
Enterprise Development component is also
captured in our social investment
expenditure.
Environmental assets
The naturally occurring living and non-living
components of the Earth that make up the
biophysical environment and may provide
benefits to people and ecosystems.
Environmental incident
Any event with an impact to land,
biodiversity, ecosystem services, water
resources or air.
ESG
Environmental, social and governance.
EthicsPoint
A 24/7 confidential reporting hotline that is
serviced by an independent provider.
Executive KMP
Lead Team members who are classified as
KMP.
Exploration Results
Exploration Results include data and
information generated by mineral
exploration programs that might be of use
to investors but which do not form part of a
declaration of Mineral Resources or Ore
Reserves (JORC Code).
Exploration Target
An Exploration Target is a statement or
estimate of the exploration potential of a
mineral deposit in a defined geological
setting where the statement or estimate,
quoted as a range of tonnes and range of
grade (or quality), relates to mineralisation
for which there has been insufficient
exploration to estimate a Mineral Resource
(JORC Code).
External Auditor
KPMG.
Fatality
A health or safety event where an injury or
occupational illness has caused the death
of one or more person(s).
FAusIMM
Fellow of the Australasian Institute of
Mining and Metallurgy.
FAusIMM(CP)
Fellow of the Australasian Institute of
Mining and Metallurgy. Accredited
Chartered Professional status of members
of the AusIMM. These members have
undergone an assessment of their
competencies, which are maintained
through continuing professional
development activities.
Firming
Firming refers to maintaining the output
from an intermittent power source for a
required length of time to ensure enough
energy is available to meet demand.
Flotation
A method of selectively recovering minerals
from finely ground ore using a froth
created in water by specific reagents. In the
flotation process, certain mineral particles
are induced to float by becoming attached
to bubbles of froth and the unwanted
mineral particles sink.
Free cash flow
Free cash flow represents operating cash
flows including distributions received from
equity accounted investments, and after
interest (paid)/received, tax (paid)/received
and capital expenditure.
Free On Board (FOB)
A contractual term defining responsibilities
and division of cost and risk between buyer
and seller, in which the seller is responsible
for clearing the goods for export and
loading them on board the vessel at the
named port of shipment. The buyer
assumes all risks and costs for goods from
this moment forward, including the cost of
freight and insurance.
FX
Foreign exchange.
FYXX
Refers to the financial year ending 30 June
20XX, where XX is the two-digit number for
the year.
Gearing
The ratio of (net debt/(cash)) to (net debt/
(cash)) plus net assets.
GEMCO
Groote Eylandt Mining Company.
GHG
Greenhouse gas.
GHG Protocol
World Resources Institute and World
Business Council for Sustainable
Development Greenhouse Gas Protocol. A
globally recognised framework for
measuring and managing greenhouse gas
emissions.
GISTM
Global Industry Standard on Tailings
Management.
Global Reporting Initiative (GRI)
GRI is an international independent
organisation that has established an
international framework and standards for
sustainability reporting. South32's Group-
level sustainability-related disclosures are
prepared in accordance with the GRI
Sustainability Reporting Standards.
Global Warming Potential
A factor describing the radiative forcing
impact (degree of harm to the atmosphere)
of one unit of a given greenhouse gas
relative to one unit of CO
2
.
Goal
An aspiration to deliver an outcome for
which we have not identified a pathway for
delivery, but for which efforts will be
pursued towards achieving that outcome,
subject to certain assumptions or
conditions.
Grade
Any physical or chemical measurement of
the characteristics of the material of
interest in samples or product (JORC Code).
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Glossary of terms and abbreviations continued
Greenfield
An exploration or development project that
refers to a new venture or operation,
without any association or proximity to a
current operation.
Greenhouse gas (GHG) emissions
For our reporting purposes, GHG emissions
are the combined anthropogenic emissions
of carbon dioxide (CO
2
), methane (CH
4
),
nitrous oxide (N
2
O), perfluorocarbons (PFCs)
and sulphur hexafluoride (SF
6
). They are
measured in carbon dioxide equivalent
(CO
2
-e). Hydrofluorocarbons (HFCs) GHG
emissions are currently not relevant for our
reporting purposes.
– Scope 1 emissions - GHG emissions
from our own operations, including the
electricity we generate at our sites.
– Scope 2 emissions - Indirect GHG
emissions from the generation of
purchased electricity.
– Scope 3 emissions - GHG emissions in
the value chain.
Gross Domestic Product (GDP)
Total monetary or market value of all the
finished goods and services produced
within a country’s borders in a specific time
period.
Hazard
Something that has the potential to cause
harm, ill health or injury, or damage to
property, plant, or the environment.
HMM
Hotazel Manganese Mines.
HRIAs
Human Rights Impact Assessments.
HRRSAs
Human Rights Risk Self-assessments.
Human Rights
Human rights are the universal and
inalienable rights and freedoms that every
person is entitled to regardless of race, sex,
nationality, ethnicity, language, religion or
any other status. Human rights recognise
the inherent value of each person, based
on principles of dignity, equality and
respect. We are committed to respecting
all internationally recognised human rights
as set out in the International Bill of Human
Rights (comprising the Universal
Declaration of Human Rights, the
International Covenant on Civil and Political
Rights and the International Covenant on
Economic, Social and Cultural Rights) and
the International Labour Organization
Declaration on Fundamental Principles and
Rights at Work.
HY1 FYXX
Refers to the 6 months starting on 1 July
20XX and ending on 31 December 20XX,
where XX is the two-digit number for the
year.
HY2 FYXX
Refers to the 6 months starting on 1
January 20XX and ending on 30 June 20XX,
where XX is the two-digit number for the
year.
ICMM
ICMM, previously referred to as the
International Council on Mining and Metals,
is an international organisation that leads
through collaboration to enhance the
contribution of mining and metals to
sustainable development. As a corporate
member, South32 commits to
implementing and reporting on the ICMM
Mining Principles, Performance
Expectations and mandatory requirements
set out in the Position Statements, which
define environmental, social and
governance requirements.
IMC
Illawarra Metallurgical Coal.
Indicated Mineral Resource
That part of a Mineral Resource for which
quantity, grade (or quality), densities, shape
and physical characteristics are estimated
with sufficient confidence. This allows the
application of Modifying Factors in
sufficient detail to support mine planning
and evaluation of the economic viability of
the deposit (JORC Code).
Indigenous, Traditional and Tribal Peoples
We use the defined term ‘Indigenous,
Traditional and Tribal Peoples’ as per the
definition and guidance set out in the
Indigenous and Tribal Peoples Convention,
1989 (No. 169). We use this term inclusively
to encompass the diversity of worldwide
Indigenous, Traditional and Tribal Peoples,
including but not limited First Nations,
Native Americans, Traditional Owners,
Aboriginal and Torres Strait Islander
Peoples and other land connected
communities. We recognise that no single
definition can fully capture the diversity of
Indigenous, Traditional and Tribal Peoples.
Inferred Mineral Resources
That part of a Mineral Resource for which
quantity and grade (or quality) are
estimated on the basis of limited geological
evidence and sampling. Geological
evidence is sufficient to imply but not verify
geological and grade (or quality) continuity
(JORC Code).
Injury
An occupational injury occurs during a
single work shift or a single exposure to an
agent(s) causing an acute toxic effect,
which can be identified by time and place
resulting from direct contact with an object
following an instantaneous event. Examples
include cut, puncture, laceration, abrasion,
fracture, bruise, contusion, chipping tooth,
amputation, insect bite, electrocution, or a
thermal, chemical, electrical or radiation
burn. Sprain and strain injuries to muscles
joints connective tissue are classified as
injuries when they result from a slip, trip, fall
or other similar accidents.
Intergovernmental Panel on Climate
Change (IPCC)
The IPCC is the United Nations body for
assessing the science related to climate
change. Established in 1988 by the World
Meteorological Organization (WMO) and
United Nations Environment Program
(UNEP), the IPCC provides policymakers
with regular assessments of the scientific
basis of climate change, its impacts, future
risks, and options for adaptation and
mitigation.
International Financial Reporting
Standards (IFRS)
Accounting standards as issued by the
IASB (International Accounting Standards
Board).
JORC
Joint Ore Reserves Committee comprising
representatives of The Australasian
Institute of Mining and Metallurgy
(AusIMM), Australian Institute of
Geoscientists (AIG) and Minerals Council of
Australia (MCA) as well as the Australian
Securities Exchange (ASX), the Financial
Services Institute of Australasia (FinSIA) and
the accounting profession.
JORC Code
The Australasian Code for reporting of
Exploration Results, Mineral Resources and
Ore Reserves 2012 Edition prepared by the
JORC.
JSE
Johannesburg Stock Exchange.
Just transition
The concept of a just transition reflects the
imperative to manage social impacts, risks
and opportunities as we move towards a
low-carbon economy. It is an approach to
decarbonisation that seeks to centre the
interests of those most affected —
including workers and communities — to
enable a fair, equitable and inclusive
transition.
KMP
Key management personnel are people
who have authority and responsibility for
planning, directing and controlling the
activities of South32 either directly or
indirectly.
Strategic report Governance Financial report Resources and reserves Information 263
Landholdings
Total land owned, leased or managed by
South32 at the time of reporting. It includes
quarries, ports, load-out facilities,
desalination plants, wind farms, lease hold
land, freehold land, exploration leases,
agricultural land and offshore operations.
Land classified as disturbed
Total land at the time of reporting that is
physically impacted by the activities of the
business (e.g. mining pits, quarries, waste
rock dumps, tailings dams, infrastructure,
building/offices, processing plants, roads
and rails, camps, workshops, bore fields,
water dams, drill pads, ground subsidence
from underground mining that would be
subject to future rehabilitation, stream
diversions, topsoil stockpiles). Land
disturbed excludes: a) Rehabilitated land,
and b) Land disturbed by agricultural or
industrial activities not related to the
activities of the business but on land
owned by the business and leased to third
parties.
Land under progressive rehabilitation
Total land under progressive rehabilitation
at the time of reporting and includes:
– Rehabilitated land where necessary
treatment has been undertaken to
achieve the pre-disturbance land use or
an alternate land use developed in
consultation with stakeholders and
where no future land disturbance is
planned other than maintenance
activities. Regulatory approval that the
rehabilitation is complete is not needed;
– Subsided land that is safe and with no
further work planned other than
maintenance activities; and
– Disturbed land that has approval from a
regulatory authority that the
infrastructure or landform doesn’t
require further rehabilitation (e.g.
stabilised mining voids, retained
infrastructure such as roads, buildings).
Laterite
A residual soil or deposit formed by the
leaching of silica from rocks under specific
climatic conditions.
Leaching
The process by which a soluble metal can
be economically recovered from minerals in
ore by dissolution.
Leadership roles
A Leadership Role is a position in the
organisational structure flagged as the
head of an organisational unit.
Lead Team
All Chief positions within South32.
Life of Operation Plan
The combination of an Optimised Base Plan
and incremental opportunities available to
the operation for maximising value.
Living wage
The remuneration received for a standard
work week by a worker in a particular place
sufficient to afford a decent standard of
living for the worker and their family.
Elements of a decent standard of living
include food, water, housing, education,
health care, transportation, clothing, and
other essential needs including provision
for unexpected events.
LME
London Metal Exchange.
Local procurement
Local procurement is the direct purchase of
goods and services within the local
communities in which South32 operates.
Suppliers are deemed as local based on
their proximity to our local communities,
including boundaries defined by local
government areas, provinces and states.
Local workforce diversity
Local workforce diversity is a metric
consisting of five equally weighted sub-
performance metrics measuring local
workforce diversity across the regions in
which we operate. This includes Black
People in the total workforce in South
Africa, Black People in Management Roles
in South Africa, workforce in Mozambique,
neighbouring community employees hired
into "Unionised Positions" in Colombia, and
Aboriginal and Torres Strait Islander
Peoples representation in the Australian
workforce.
Lost time injury
The sum of work-related (fatalities + injuries
that caused permanent impairment >30%
of body + lost time injuries). Lost time
injuries include injuries that result in one or
more lost work day after the day of the
event.
Lost Time Injury Frequency (LTIF)
(The sum of Lost Time injuries x 1,000,000)
÷ exposure hours, for employees and
contractors. This is stated in units of per
million hours worked for employees and
contractors. We adopt the United States
Government Occupational Safety and
Health Administration (OSHA) guidelines for
the recording and reporting of occupational
injuries and illnesses.
Low-carbon
Refers to substantially lower levels of GHG
emissions when compared to the current
state. Where used in relation to South32’s
products or portfolio, it refers to
enhancement of existing methods,
practices and technologies to substantially
lower the level of embodied GHG emissions
as compared to the current state.
LSE
London Stock Exchange.
LTI
Long-term incentive.
Management roles
Leadership positions filled by employees,
identified either by job grading or by the
requirements associated with their role.
Margin on third-party products
Comprises Underlying EBIT on third-party
products and services, divided by
underlying revenue on third-party products
and services.
Marketable Coal Reserves
Represents beneficiated or otherwise
enhanced coal product where
modifications due to mining, dilution and
processing have been considered (JORC
Code).
Material Health Exposures
Material health exposures include potential
exposure to carcinogens and airborne
contaminants above an exposure limit.
Material sustainability topic
Topic that reflects a reporting
organisation’s significant economic,
environmental, and social impacts or that
substantively influences the assessments
and decisions of stakeholders.
MAusIMM
Member of the Australasian Institute of
Mining and Metallurgy.
MAusIMM(CP)
Member of the Australasian Institute of
Mining and Metallurgy. Accredited
Chartered Professional status of members
of the AusIMM. These members have
undergone an assessment of their
competencies, which are maintained
through continuing professional
development activities.
MCA
Minerals Council of Australia.
Measured Mineral Resource
That part of a Mineral Resource for which
quantity, grade (or quality), densities, shape
and physical characteristics are estimated
with confidence sufficient to allow the
application of Modifying Factors to support
detailed mine planning and final evaluation
of the economic viability of the deposit
(JORC Code).
Metallurgical coal
A broader term than coking coal that
includes all coals used in steelmaking, such
as coal used for the pulverised coal
injection process.
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South32 Annual Report 2025
Glossary of terms and abbreviations continued
Mineral Resource
A concentration or occurrence of solid
material of economic interest in or on the
Earth’s crust in such form, grade (or
quality), and quantity that there are
reasonable prospects for eventual
economic extraction. The location, quantity,
grade (or quality), continuity and other
geological characteristics of a Mineral
Resource are known, estimated or
interpreted from specific geological
evidence and knowledge, including
sampling. Mineral Resources are
subdivided, in order of increasing
geological confidence, into Inferred,
Indicated and Measured categories (JORC
Code).
Mineralisation
Any single mineral or combination of
minerals occurring in a mass, or deposit, of
economic interest (JORC Code).
Mitigation hierarchy (Biodiversity)
Actions to be taken in order of priority
throughout a project lifecycle to anticipate
and avoid impacts on biodiversity. If
impacts do occur, efforts should be made
to minimise them and then restore the
affected features. Significant residual
losses should then be offset to achieve no
net loss of biodiversity as a minimum.
Modern slavery
The term modern slavery is used to
describe situations where coercion, threats
or deception are used to exploit victims
and undermine or deprive them of their
freedom. As defined by the Australian
Modern Slavery Act 2018 (Cth) modern
slavery includes eight types of serious
exploitation: trafficking in persons; slavery;
servitude; forced marriage; forced labour;
debt bondage; deceptive recruiting for
labour or services; and the worst forms of
child labour. The worst forms of child labour
means situations where children are
subjected to slavery or similar practices, or
engaged in hazardous work.
Modifying Factors
Considerations used to convert Mineral
Resources to Ore Reserves. These include,
but are not restricted to, mining,
processing, metallurgical, infrastructure,
economic, marketing, legal, environmental,
social and governmental factors (JORC
Code).
MRN
Mineração Rio do Norte.
Nationally Determined Contributions
(NDCs)
Countries’ self-defined national climate
pledges under the Paris Agreement,
detailing what they will do to help hold
global warming to well below 2°C above
pre-industrial levels and pursue efforts to
limit the increase to 1.5°C.
Nature positive
A high-level goal and concept describing a
future state of nature (e.g. biodiversity,
ecosystem services and natural capital)
that is greater than the current state.
Nature-related impacts and
dependencies
Nature-related impacts and dependencies
describe the two-way relationship between
an organisation and nature.
Impacts refer to the changes, positive or
negative, that an organisation causes to
the state of nature through its actions,
whether directly, indirectly, or cumulatively.
Examples include land use, emissions, or
resource extraction.
Dependencies are aspects of
environmental assets and ecosystem
services that an organisation relies on to
function, such as water supply, pollination,
and climate regulation.
Nature-related risks and opportunities
Nature-related risks and opportunities arise
from an organisation’s impacts and
dependencies on nature.
Nature-related risks are potential threats
posed to an organisation that arise from its,
and wider society’s, dependencies and
impacts on nature. Risks can be physical
risks, transition risks or systemic risks.
Nature-related opportunities are activities
that create positive outcomes for
organisations and nature through positive
impacts or mitigation of negative impacts
on nature.
Near miss
An event that that does not result in any
injury, illness, damage, or other loss but had
the clear potential to do so. Energy
exchange is not a requirement, thus when a
rule or control is breached it would be
considered a near miss if it had a clear
potential to result in undesirable
consequences (e.g. people were in the line
of fire for a safety-related event).
Net cash
Comprises cash and cash equivalents less
interest-bearing liabilities.
Net debt
Comprises interest-bearing liabilities less
cash and cash equivalents.
Net gain
The point at which losses in biodiversity
and ecosystem services are outweighed by
proportional gains (so that a net gain is
achieved) relative to a defined baseline
state.
Net operating assets
Represents operating assets net of
operating liabilities which predominantly
exclude the carrying amount of nonmaterial
equity accounted investments, cash,
interest-bearing liabilities, tax balances and
certain other financial assets and liabilities.
Net zero
Net zero greenhouse gas emissions are
reached when anthropogenic emissions of
greenhouse gases to the atmosphere are
balanced by anthropogenic removals over
a specified period.
No net loss
The point at which losses in biodiversity
and ecosystem services are balanced by
proportional gains (so that no net loss
remains), relative to a defined baseline
state.
Non-operated joint ventures
Operations, development projects and
options, and exploration prospects which
are not wholly owned by South32 Limited
or its subsidiaries and for which South32
does not manage the operation, being
Ambler Metals, Brazil Alumina, Brazil
Aluminium, Sierra Gorda S.C.M, Mineração
Rio do Norte S.A (MRN) and Port Kembla
Coal Terminal. Details of South32's
ownership interest can be found on page
272 of this Report and in the 'Reporting
boundaries' tab of our Sustainability
Databook 2025 at www.south32.net.
Net smelter return
An estimate of revenue derived from the
sale of products and concentrates following
the application of metallurgical recoveries
and deducting transport costs, treatment
and refining charges, penalties and
royalties. For Sierra Gorda, mining cost is
also included in the calculation.
Occupational Exposure Limit (OEL)
The concentration of a substance or agent,
exposure to which, according to current
knowledge, should not cause adverse
health effects nor cause undue discomfort
to nearly all workers.
Occupational illness
An occupational illness is any abnormal
condition or disorder, other than one
resulting from an occupational injury,
caused or aggravated by exposures to
factors associated with employment. It
includes acute or chronic illnesses or
diseases which may be caused by
inhalation, absorption, ingestion, or direct
contact.
OECD
Organisation for Economic Co-operation
and Development.
Strategic report Governance Financial report Resources and reserves Information 265
Operated joint ventures
Operations, development projects and
options, and exploration prospects which
are not wholly owned by South32 Limited
or its subsidiaries and for which South32
manages the operation, being, Australia
Manganese, Eagle Downs, South Africa
Manganese, Minera Sud Argentina, Mozal
Aluminium and Worsley Alumina. Details of
South32's ownership interest can be found
on page 272 of this Report and in the
'Reporting boundaries' tab of our
Sustainability Databook 2025 at
www.south32.net.
Operational emissions
Scope 1 and 2 GHG emissions from our
operated assets.
Operating cost
Operating cost is Underlying revenue less
Underlying EBITDA excluding third-party
products and services.
Operating unit cost
Operating unit cost is Underlying revenue
less Underlying EBITDA, excluding third-
party products and services, divided by
sales volumes.
Operating margin
Comprises Underlying EBITDA excluding
third-party products and services EBITDA,
divided by Underlying revenue excluding
third-party products and services revenue.
Also referred to as operating margin.
Ore Reserve
The economically mineable part of a
Measured and/or Indicated Mineral
Resource. It includes diluting materials and
allowances for losses, which may occur
when the material is mined or extracted
and is defined by studies at Prefeasibility or
Feasibility level as appropriate that include
application of Modifying Factors. Such
studies demonstrate that, at the time of
reporting, extraction could reasonably be
justified (JORC Code).
Operational water efficiency
Percentage of water used for operational
activities which is reused/recycled water.
Calculated as the sum of reuse and
recycled water divided by the sum of water
used for operational activities.
Our people
As defined in our Code of Business
Conduct, our people includes South32
Directors, executive management,
employees and contractor staff.
Paris Agreement
A legally binding international treaty
adopted in 2015 by Parties to the United
Nations Framework Convention on Climate
Change (UNFCCC), committing
governments to progressively strengthen
national climate targets to limit warming to
well below 2°C (pursuing 1.5°C), while
enhancing adaptation and support for
developing countries.
Payable copper equivalent production (kt)
Calculated by aggregating revenues from
copper, molybdenum, gold and silver, and
dividing the total Revenue by the price of
copper. FY24 realised prices for copper
(US$3.86/lb), molybdenum (US$20.60/lb),
gold (US$2,129/oz) and silver (US$24.8/oz)
have been used for FY24 and FY25. FY25
realised prices for copper (US$4.18/lb),
molybdenum (US$21.12/lb), gold (US$2,877/
oz) and silver (US$31.7/oz) have been used
for FY26e and FY27e.
Payable zinc equivalent (kt)
Calculated by aggregating revenues from
payable silver, lead and zinc, and dividing
the total Revenue by the price of zinc.
FY24realised prices for zinc (US$2,230/t),
lead (US$2,002/t) and silver (US$24.8/oz)
have been used for FY24 and FY25.
FY25realised prices for zinc (US$2,648/t),
lead (US$1,883/t) and silver (US$31.9/oz)
have been used for FY26e and FY27e.
Physical risk
Physical climate risks are driven or
intensified by weather, climate variability or
climate change. They include acute risks,
resulting from increased frequency or
severity of extreme weather events (e.g.
drought or flood events) that can disrupt
operations, damage infrastructure and/or
interrupt supply chains; and chronic risks,
resulting from longer-term changes in
climate patterns (e.g. sustained higher
temperatures, changing rainfall patterns,
sea level rise) that can progressively affect
operational performance, natural resources
availability (e.g. water) and energy needs.
Probable Ore Reserve
The economically mineable part of an
Indicated and, in some circumstances, a
Measured Mineral Resource. The
confidence in the Modifying Factors
applying to a Probable Ore Reserve is lower
than that applying to a Proved Ore Reserve
(JORC Code).
Proved Ore Reserve
The economically mineable part of a
Measured Mineral Resource. A Proved Ore
Reserve implies a high degree of
confidence in the Modifying Factors (JORC
Code).
Pr.Sci.Nat.
Professional Natural Scientist of the South
African Council for Natural Scientific
Professions.
RAC
Risk and Audit Committee.
RAP
Reconciliation Action Plan.
Realised sales price
Realised sales price is calculated as
Underlying revenue excluding third-party
products and services divided by sales
volume.
Recordable Illnesses
The sum of work-related (fatalities +
illnesses that caused permanent
impairment >30% of body + lost time
illnesses + restricted work illnesses +
medical treatment illnesses).
Recordable injuries
The sum of work-related (fatalities + injuries
that caused permanent impairment >30%
of body + lost time injuries + restricted
work injuries + medical treatment injuries).
Reserve Life
The scheduled extraction period in years
for the Total Ore Reserves in the approved
Life of Operation Plan.
Return on invested capital (ROIC)
Return on invested capital (ROIC) is a key
measure that South32 uses to assess
performance. ROIC is calculated as
Underlying EBIT less the discount on
rehabilitation provisions included in
Underlying net finance costs, tax effected
by the Group’s Underlying effective tax rate
(ETR) including our material equity
accounted investments on a proportional
consolidation basis, divided by the sum of
fixed assets (excluding any rehabilitation
assets, the impact of any impairments or
impairment reversals, and unproductive
capital) and inventories.
Reused/recycled water
Water that has been used in an operational
task and is recovered and used again in an
operational task, either without (reuse) or
with (recycle) treatment.
ROM (Run of Mine product)
Product mined in the course of regular
mining activities.
RPO (Recognised Professional
Organisation)
Accredited organisations to which
Competent Persons must belong for the
purpose of preparing reports on
Exploration Results, Mineral Resources and
Ore Reserves for submission to the ASX (if
they are not members of the AusIMM or
AIG).
SACNASP
South African Council for Natural Scientific
Professions.
266
South32 Annual Report 2025
Glossary of terms and abbreviations continued
Salient human rights issues
As defined by the United Nations Guiding
Principles Reporting Framework, salient
human rights issues are those human
rights that stand out because they are at
risk of the most severe negative impact
through the company’s activities or
business relationships. This concept of
salience uses the lens of risk to people, not
the business, as the starting point, while
recognising that where risks to people’s
human rights are greatest, there is strong
convergence with risk to the business.
SAEC
South Africa Energy Coal.
‘Safety guarantee’
Nothing is more important than the health,
safety and wellbeing of our people. At
South32, we are united by our belief that
everyone can go home safe and well, every
day. Our ‘safety guarantee’ is our internal
approach to creating a sense of chronic
unease to enhance our safety culture.
Every day, we ask our people to reflect on
whether they can guarantee both their
safety and that of their colleagues when
executing their role. If the answer is no,
then the challenge is to stop and ask what
would need to be done differently to
provide that guarantee.
Sands
Tailings produced as a by-product during
beneficiation of ore.
SASB
Sustainability Accounting Standards Board.
Scope 1 emissions
GHG emissions from our own operations,
including the electricity we generate at our
sites.
Scope 2 emissions
Indirect GHG emissions from the
generation of purchased or acquired
electricity, steam, heating or cooling
consumed by an entity. Purchased and
acquired electricity is electricity that is
purchased or otherwise brought into an
entity’s boundary. Scope 2 greenhouse gas
emissions physically occur at the facility
where electricity is generated.
Scope 3 emissions
Indirect greenhouse gas emissions (not
included in Scope 2 greenhouse gas
emissions) that occur in the value chain of
an entity, including both upstream and
downstream emissions. Scope 3
greenhouse gas emissions include the
Scope 3 categories in the Greenhouse Gas
Protocol Corporate Value Chain (Scope 3)
Accounting and Reporting Standard (2011).
Senior Leadership Team
Presidents and Vice Presidents reporting to
members of the South32 Lead Team and
the Company Secretary.
Significant event
Any event with Actual or Potential Health
Safety Severity of PL4 (Potential for Fatality)
or above.
Significant hazards frequency
(The sum of significant hazards x 1,000,000)
÷ exposure hours. This is stated in units of
per million hours worked for employees
and contractors. A significant hazard is
something that has the potential to cause
harm, ill health or injury, or damage to
property, plant or the environment.
SMMEs
Small, medium and micro enterprises.
Social investment
Contributions made to support
communities where we operate or have an
interest. Our contributions to community
programs comprise direct investment
(including Enterprise Development, a
component of Enterprise and Supplier
Development), in-kind support and
administrative costs.
Source Pathway Receptor
Process to identify air emission sources and
assess potential impacts. Begins with
locating where the air emissions originate
(source), followed by assessing how they
can travel through the environment
(pathway), then consideration is given to
who or what could be affected (receptor),
being communities and the environment.
South32 Equity Incentive Plan
An equity incentive plan that allows the
Board to make offers to employees to
acquire securities in South32 Limited and
to otherwise incentivise employees.
South32, South32 Group or Group
Refers to South32 Limited and its
subsidiaries and operated joint ventures,
unless otherwise stated.
South32 share
South32’s ownership share of operations
are presented as follows: Worsley Alumina
(86% share), Brazil Alumina (36% share),
Brazil Aluminium (40% share),
HillsideAluminium (100%), Mozal Aluminium
(63.7% share), Sierra Gorda (45% share),
Cannington (100%), Hermosa (100%), Cerro
Matoso (99.9% share), Australia Manganese
(60% share) and South Africa Manganese
ore (54.6% share). Prior to the divestment of
Illawarra Metallurgical Coal on 29 August
2024, South32's ownership was 100%. Prior
to the divestment of South Africa
Manganese alloy on 3 June 2025, South32's
ownership was 60%. Unless otherwise
stated: all metrics reflect South32’s share.
Stockpile (SP)
An accumulation of ore or mineral built up
when demand slackens or when the
treatment plant or beneficiation equipment
is incomplete or temporarily unable to
process the mine output; any heap of
material formed to create a buffer for
loading or other purposes, or material dug
and piled for future use.
STI
Short-term incentive.
Supply chain
The global network of suppliers that
support South32’s operations,
development options and exploration
programs through the flow of goods,
services and information.
Sustainability, sustainable development,
sustainably, sustainable
Our approach to sustainability aims to
balance environmental, social and
economic considerations in a way that
creates enduring value for our
stakeholders. We recognise that in many
cases these considerations will be
interdependent or may compete or conflict
with each other. In delivering our strategy
we aim to understand and balance the
environmental, social and economic
impacts of our business in a way that seeks
to create value overall. References to
sustainability (including sustainable
development and sustainably) in the suite
or other disclosures do not mean that there
will be no adverse impact, or an absolute
outcome, in any one area.
Tailings
The left-over materials that remain after
the target mineral is extracted from ore.
Target
An intended outcome in relation to which
we have identified one or more pathways
for delivery of that outcome, subject to
certain assumptions or conditions.
Taskforce on Climate-Related Financial
Disclosures (TCFD)
The TCFD developed a framework for
climate-related financial disclosures,
including a set of recommended
disclosures structured around the four
recommendation pillars of governance,
strategy, risk management, and metrics
and targets. The TCFD was disbanded in
October 2023 and the International
Sustainability Standards Board will monitor
progress on the state of climate-related
financial disclosures by companies.
Strategic report Governance Financial report Resources and reserves Information 267
Taskforce on Nature-Related Financial
Disclosures (TNFD)
The TNFD has developed a framework for
nature-related disclosures, including a set
of disclosure recommendations structured
around the four recommendation pillars of
governance, strategy, risk and impact
management, and metrics and targets.
TEMCO
Tasmanian Electro Metallurgical Company.
Total disturbed landholdings
Represents the total landholdings which
have been disturbed by our operations
over time, and is the sum of land classified
as disturbed and land that is under active
rehabilitation.
Total Mineral Resources
The sum of Inferred Mineral Resources,
Indicated Mineral Resources and Measured
Mineral Resources.
Total Ore Reserves
The sum of Proved Ore Reserves and
Probable Ore Reserves.
Total Recordable Injury Frequency (TRIF)
(The sum of recordable injuries x 1,000,000)
÷ exposure hours, for employees and
contractors. This is stated in units of per
million hours worked for employees and
contractors. We adopt the United States
Government Occupational Safety and
Health Administration (OSHA) guidelines for
the recording and reporting of occupational
injuries and illnesses.
Total Recordable Illness Frequency
(TRILF)
(The sum of recordable illnesses x
1,000,000) ÷ exposure hours, for employees
and contractors. This is stated in units of
per million hours worked for employees
and contractors. We adopt the United
States Government Occupational Safety
and Health Administration (OSHA)
guidelines for the recording and reporting
of occupational injuries and illnesses.
Total Shareholder Return (TSR)
TSR measures the return delivered to
shareholders over a certain period through
the change in share price and any
dividends paid. It is a measure used to
compare our performance to that of
relevant peer groups under the LTI.
Transformation
A national strategy in South Africa aimed at
attaining national unity, promoting
reconciliation through negotiated
settlement and non-racism.
Transition materials
CA100+ Net Zero Standard for Diversified
Mining, defines transition materials into two
categories which include Key Transition
Materials (KTMs) and Other Transition
Materials (OTMs). KTMs include lithium,
copper, nickel, cobalt for example, while
OTMs include aluminium, alumina and
bauxite, silver, zinc, manganese and lead
for example (both lists are not exhaustive).
Transition risks
Risks that arise from efforts to transition to
a lower-carbon economy. Transition risks
include policy and legal, technology, market
and reputational risks. These risks could
carry financial implications for an entity,
such as increased operating costs or asset
impairment due to new or amended
climate-related regulations. The entity's
financial performance could also be
affected by shifting consumer demands
and the development and deployment of
new technology.
TSF
Tailings Storage Facility.
TSX
Toronto Stock Exchange.
Underlying earnings
Underlying earnings is profit after tax and
earnings adjustment items. Earnings
adjustments represent items that don’t
reflect our underlying operations. We
believe that Underlying earnings provides
useful information, but should not be
considered as an indication of, or an
alternative to, profit or attributable profit as
an indicator of operating performance.
Underlying earnings attributable to
members
Underlying earnings attributable to
members is Profit/(loss) after tax, net of
amounts attributable to non-controlling
interests and earnings adjustment items,
from continuing and discontinued
operations. Underlying earnings
attributable to members is the key
measure that South32 uses to assess the
performance of the South32 Group, make
decisions on the allocation of resources
and assess senior management’s
performance.
Underlying EBIT
UnderlyingEBIT is profit/loss before net
finance income/costs, tax and any earnings
adjustments, including impairments, from
continuing and discontinued operations.
The performance of each of the South32
operations and operational management is
assessed based on Underlying EBIT. In
order to calculate Underlying EBIT, the
following items are adjusted as applicable
each period, irrespective of materiality:
Exchange rate gains/losses on restatement
of monetary items; Impairment losses/
reversals; Gains/losses on disposal and
consolidation of interests in operations;
Gains/losses on non-trading derivative
instruments, contingent consideration and
other investments measured at fair value
through profit or loss; Major corporate
restructures; Joint venture adjustments;
Exchange rate variations on net cash/debt;
Tax effect of earnings adjustments; and
Exchange rate variations on tax balances.
In addition, items that do not reflect the
underlying operations of South32, and are
individually, or in combination with other
related earnings adjustments, significant to
the financial statements, are excluded to
determine Underlying earnings. When
applicable, significant items are detailed in
the Financial Report.
Underlying EBIT margin
Comprises Underlying EBIT excluding third-
party products and services EBIT, divided
by Underlying revenue excluding third-
party products and services revenue.
Underlying EBITDA
Underlying EBITDA is Underlying EBIT
before Underlying depreciation and
amortisation, and excludes third-party
products and services EBITDA. In order to
calculate Underlying EBITDA, the following
items are adjusted as applicable each
period, irrespective of materiality:
Exchange rate gains/losses on restatement
of monetary items; Impairment losses/
reversals; Gains/losses on disposal and
consolidation of interests in operations;
Gains/losses on non-trading derivative
instruments, contingent consideration and
other investments measured at fair value
through profit or loss; Major corporate
restructures; Joint venture adjustments;
Exchange rate variations on net cash/debt;
Tax effect of earnings adjustments; and
Exchange rate variations on tax balances.
In addition, items that do not reflect the
underlying operations of South32, and are
individually, or in combination with other
related earnings adjustments, significant to
the financial statements, are excluded to
determine Underlying earnings. When
applicable, significant items are detailed in
the Financial Report.
268
South32 Annual Report 2025
Glossary of terms and abbreviations continued
Underlying EBITDA margin
Comprises Underlying EBITDA excluding
third-party products and services EBITDA,
divided by Underlying revenue excluding
third-party products and services revenue.
Also referred to as operating margin.
Underlying effective tax rate (ETR)
Underlying income tax expense, including
royalty related tax, divided by Underlying
profit subject to tax.
Underlying revenue
Underlying revenue includes revenue from
third-party products and services.
Unionised Positions
All Cerro Matoso positions except the
positions of Presidents, Vice Presidents,
Managers, Directors, Superintendents,
Department Heads, Supervisors, Interns,
and positions occupied by workers on
probation and professionals with
completed university degrees or
postgraduate degrees.
United Nations Global Compact (UNGC)
The United Nations Global Compact is a call
to companies to align strategies and
operations with universal principles on
human rights, labour, environment and
anti-corruption, and take actions that
advance societal goals. South32 is an active
member of the UNGC since 2019.
UN SDGs
United Nations Sustainable Development
Goals.
Value chain
The interrelated activities and systems
encompassing the full lifecycle and value
creation of our products and processes,
beginning with South32’s exploration and
development of commodities, followed by
processing, refining and smelting, and
culminating in the sale and distribution to
customers and the closure of mines.
Water consumption
Water that is removed by evaporation,
entrainment (in product or waste) or other
losses, and not released back to surface
water, groundwater, seawater or a third
party.
Water outputs/discharge
Water that is released from the operational
water system through discharge back to
the water environment or piping to third
parties, and/or through other outputs,
including water consumed (removed by
evaporation, entrainment in product, waste
or other losses) in an operational task or
activity.
Water risk
Water risk is the possibility of an entity
experiencing a water-related challenge (e.g.
water scarcity, water stress, flooding,
infrastructure decay, drought). The extent
of risk is a function of the likelihood of a
specific challenge occurring and the
severity of the challenge’s impact. The
severity of impact itself depends on the
intensity of the challenge, as well as the
vulnerability of the actor.
Water scarcity
Water scarcity refers to the lack of
sufficient available water to meet the water
usage demands of the region. This can be
from the lack of physical water and the lack
of financial means to gain access to water.
Water to tasks
The total flow of water to a task. A task is a
set of operational activities that use water.
Water inputs/withdrawal
Water that is drawn from the environment
(surface water, groundwater or seawater)
or purchased from third parties, for use in a
task or activity.
Yield
The percentage of material of interest that
is extracted during mining and/or
processing. A measure of mining or
processing efficiency (JORC Code). When
used in reference to the Mineral Resource
estimate, yield refers to the sample mass
recovery following beneficiation.
Strategic report Governance Financial report Resources and reserves Information 269
Units of measure
%
percentage or per cent
A$/t
Australian dollars per tonne
CuEq
copper equivalent
dmtu
dry metric tonne unit
g/t
grams per tonne
ha
hectare
Kcal/kg
thousand calories per kilogram
kdmt
thousand dry metric tonne
kL
kilolitre
km
kilometre
koz
thousand ounces
ktpa
kilotonnes per annum
kt
kilotonnes (metric)
kW
kilowatt
kwmt
thousand wet metric tonnes
lb
pound
ML
megalitre
m
metre
Moz
million ounces
Mt
million metric tonnes
Mtpa
Million metric tonnes per annum
Mwmt
million wet metric tonnes
MW
megawatt
oz
ounce
t
Metric tonne
tpa
Metric tonnes per annum
tpd
Metric tonnes per day
tph
Metric tonnes per hour
US$B
US dollars in billions
US$/lb
US dollars per pound
US$M
US dollars in millions
US$/oz
US dollars per ounce
US$/t
US dollars per tonne
Terms used in resources and
reserves
A.Al₂O₃
available alumina
Ag
Silver
Au
Gold
Cu/TCu
Copper/total copper
Fe
iron
Met
metallurgical coal
Mn
manganese
Mo
molybdenum
Ni
nickel
OC
open-cut/open-pit/opencast
Pb
lead
R.SiO₂
reactive silica
S
sulphur
Th
thermal coal
UG
underground working
VM
Volatile Matter
Zn
zinc
270
South32 Annual Report 2025
Glossary of terms and abbreviations continued
Group Headquarters
Telephone: +61 8 9324 9000
Email: Company.Secretary@south32.net
South Africa Office
39 Melrose Boulevard
Melrose Arch
Melrose, Johannesburg 2076
South Africa
Telephone: +27 11 376 2000
Singapore Marketing Office
16 Collyer Quay
#18-00, Collyer Quay Centre
Singapore 049318
Singapore
Telephone: +65 6679 2600
London Marketing Office
Nova North
11 Bressenden Place
London SW1E 5BY
United Kingdom
Telephone: +44 20 7798 1700
North America Office
Suite 1780, 1066 West Hastings Street
Vancouver V6E 3X1
British Colombia
Canada
Telephone: +1 604 915 5680
Share Registrars and Transfer Offices
Contact details for the Company’s share registries in Australia,
South Africa and the United Kingdom are included on page 259.
Information about the American Depositary Receipts Depositary,
Transfer Agent and Registrar can also be found on page 259.
Strategic report Governance Financial report Resources and reserves Information 271
Corporate directory
Printed copies of this Annual Report will only be posted to
those shareholders who have requested a printed copy. Other
shareholders are notified when the Annual Report becomes
available and given details of where to access it electronically.
Voluntary reporting frameworks
This report has been prepared with consideration to the International Integrated Reporting Council’s (IIRC) International Integrated
Reporting Framework. This framework provides a useful basis for disclosing how sustainable value is created for our shareholders and
other stakeholders over time.
This report has been prepared in accordance with the Global Reporting Initiative (GRI) Sustainability Reporting Standards (revised 2021
Universal Standards) and the ICMM Mining Principles and mandatory requirements set out in the ICMM Position Statements. This report
also includes disclosures related to the Financial Stability Board's Task Force on Climate-Related Financial Disclosures voluntary disclosure
framework in the Sustainability section on pages 26 to 63 (with the balance sitting in the Climate Change Action Plan 2025).
The disclosures in this report, [the Climate-related Risk and Reporting Methodology 2025] and the Frameworks and Standards Index, are
made with consideration of the Sustainability Accounting Standards Board (SASB) standards. Our SASB index is included in the Frameworks
and Standards Index, which identifies the extent to which each SASB disclosure requirement has been applied.
Forward-looking Statements
This report contains forward-looking statements in relation to the South32 Group, including statements regarding the Group’s intent, belief,
goals, objectives, opinions, initiatives, commitments or current expectations with respect to the Group’s business, market and financial
conditions, results of operations and risk management practices. Forward-looking statements can generally be identified by the use of
words such as ‘forecast’, ‘estimate’, ‘plan’, ‘will’, ‘anticipate’, ‘may’, ‘believe’, ‘should’, ‘expect’, ‘intend’, ‘outlook’, ‘guidance’, ‘likely’, ‘aim’,
‘aspire’ and other similar expressions. Similarly, statements that describe the Group’s objectives, plans, goals, or expectations are forward-
looking statements.
Forward-looking statements in this report are based on South32’s current expectations, best estimates and assumptions as at the date of
preparation, many of which are beyond South32’s control. These forward-looking statements are not guarantees or predictions of future
performance, and involve known and unknown risks and uncertainties, which may cause actual results to differ materially from those
expressed in the report.
Variables that could impact forward-looking statements in this report include but are not limited to: financial and economic conditions in
various countries; fluctuations in demand, price, or currency; operating results; development progress including approvals; risks, including
physical, technology and carbon emissions reductions risks; industry competition; loss of market for South32’s products; legislative, fiscal,
and regulatory developments; the conduct of joint venture participants and contractual counterparties, and estimates relating to cost,
engineering, reserves and resources.
South32 makes no representation, assurance or guarantee as to the accuracy, completeness or likelihood of fulfilment of any forward-
looking statement, any outcomes expressed or implied in any forward-looking statement or any underlying assumptions on which it is
based. Except as required by applicable laws or regulations, South32 does not undertake to publicly update or review any forward-looking
statements. Past performance cannot be relied on as a guide to future performance. South32 cautions against undue reliance on forward-
looking statements or guidance.
Information prepared by third parties
Certain information contained in this report is based on information prepared by third parties. South32 has not sought to independently
verify information obtained from public and third-party sources and makes no representations or warranties as to accuracy, completeness,
reasonableness or reliability of such information.
Operated joint ventures
Operations which are not wholly owned by South32 Limited or its subsidiaries and for which South32 manages the operation.
Operation
Ownership % Note
Australia Manganese
60.0%
Eagle Downs
50.0% Shareholding was sold on 12 August 2024. Disclosures are limited to South32 ownership period only.
Hotazel
44.0% With Metalloys, referred to as South Africa Manganese.
Metalloys
60.0% With Hotazel, referred to as South Africa Manganese.
Shareholding was sold on 3 June 2025. Disclosures are limited to South32 ownership period only.
Minera Sud Argentina
S.A.
50.1% Non-IFRS financial information is presented on a 100% basis.
Excluded from environmental, people and community related performance data.
Mozal Aluminium
63.7%
Worsley Alumina
86.0%
Non-operated joint ventures
Operations which are not wholly owned by South32 Limited or its subsidiaries and for which South32 does not manage the operation.
Operation
Ownership % Note
Ambler Metals
50.0% Excluded from environmental, people and community related performance data.
Brazil Alumina
36.0%
People data includes South32 direct employees.
GHG scope 1 and 2 data is disclosed in South32 scope 3 data.
Brazil Aluminium
40.0%
Sierra Gorda
45.0%
Mineracao Rio do
Norte SA (MRN)
33.0% Excluded from Non-IFRS financial information.
People data includes South32 direct employees only.
GHG scope 1 and 2 data is disclosed in South32 scope 3 data.
Port Kemblar Coal
Terminal (PKCT)
16.7% Shareholding was sold on 12 August 2024. Disclosures are limited to South32 ownership period only.
Excluded from Non-IFRS financial information.
272
South32 Annual Report 2025
This Annual Report is printed on paper that is
FSC® (Forest Stewardship Council) certified and
manufactured from plantation-grown timber.
Both the paper manufacturer and printer are certified
to the highest possible internationally recognised
standard for environmental management.
www.south32.net