DRDGOLD names Charmel Flemming audit chair as Johan Holtzhausen leaves

DRDGOLD Limited, the gold producer listed in Johannesburg and New York, has named independent director Charmel Flemming to chair its audit committee once Johan Holtzhausen leaves the board at the 2026 annual general meeting, a 1 September announcement said.

The meeting is due at 10:00 South African time on 6 November and will be held remotely, the company said. The board said in October 2025 that it had reviewed the tenure of Holtzhausen and fellow non-executive director Edmund Jeneker and resolved that Holtzhausen would serve until the 2026 meeting and Jeneker until the 2027 meeting (stock exchange announcement). It said it had begun a succession plan "aimed at ensuring the ongoing independence, diversity and effectiveness of the Board". The announcements do not state a tenure limit.

The incoming chair

Flemming was appointed an independent non-executive director on 1 August 2020 and is a chartered accountant with more than 15 years' experience in financial services, the company said. The board said it was satisfied that she has the qualifications, experience and expertise for the role. The annual report on Form 20-F describes her as founder and chief executive of FTwelve, a cloud-based accounting firm, and lists her on the audit, risk, and social and ethics committees (20-F).

The meeting notice says the board appointed her on 31 August, with effect from 6 November. Shareholders will elect audit committee members one by one: Flemming as chair, Mark Hoffman and Prudence Lebina, each until the next meeting, by ordinary resolutions that need more than 50 per cent of the votes exercised (notice of meeting). The notice describes the nominations as made under section 94(2) of the Companies Act.

The outgoing director and committee changes

Holtzhausen was appointed an independent non-executive director on 25 April 2014, according to the 20-F, which lists him as audit committee chair and a member of the remuneration and nominations committees. By a Boards and Capital calculation he will have served about 12.5 years at the 6 November meeting. The notice says he has indicated that he will not stand for re-election (notice of meeting).

The board has also reshaped its committees. On 13 August it said it would disband the investment committee from 1 September, with its matters passing to the full board, after a review of its governance structures (announcement). The same filing appointed Hoffman to the audit, remuneration, and social and ethics committees and non-executive director Andrew Brady to the remuneration and social and ethics committees, both from 1 September.

Hoffman joined the board as an independent non-executive director on 1 August. A chartered accountant with more than 35 years in professional services, he was previously a partner at Deloitte & Touche and KPMG Inc., and the board said it had conducted the fit and proper assessment required under the JSE Listings Requirements and was satisfied with the outcome (15 July announcement). He stands for election at the meeting as ordinary resolution 4 (notice of meeting).

The board that remains

The board had ten directors at 30 September, the 20-F says: two executives, chief executive Niël Pretorius and chief financial officer Henriette Hooijer, and eight non-executives (20-F). The filing classes all the non-executives as independent except Brady, a consultant to controlling shareholder Sibanye-Stillwater, and chairman Timothy Cumming, who resigned from the Sibanye-Stillwater board in May 2026. By a Boards and Capital count that gives six independent directors, falling to five of nine once Holtzhausen leaves, if no appointments are made.

Jeneker, a non-executive director since November 2007 and lead independent director since August 2017, chairs the remuneration committee and the social and ethics committee (20-F). His tenure is due to conclude at the 2027 meeting, and the documents reviewed do not say who will succeed him in those roles.

DRDGOLD said it did not elect to adopt King V early. The South African governance code was released on 31 October 2025, and the company continues to report against King IV (20-F). Its King IV register says the board makes annual assessments of its independence, performance and composition (register).

The agenda also includes a vote on non-executive fees from 1 January 2027. The proposed 5.25 per cent increase would lift the audit committee chair's annual fee to R235,802 from R224,040, and the resolution needs the support of at least 75 per cent of votes exercised (notice of meeting). Shareholders will also vote on the remuneration policy and implementation report, which the notice says public companies must submit under sections 30A and 30B of the Companies Act, in force since 22 May 2026.