The role of the Board is to represent shareholders and to promote and protect the interests of South32 by governing the Group, having regard to the Group’s shareholders as a whole and the interests of other relevant stakeholders. Underpinned by strong corporate governance practices, the Board believes South32 has the right people and the right strategy to be positioned well for future growth.

Karen Wood

B Ed, LLB (Hons), 63
Chair and Independent Non-Executive Director

Karen WoodMember, Remuneration Committee; Member, Sustainability Committee; Member, Nomination and
Governance Committee

Location: Australia

Director since 1 November 2017

Ms Wood has had extensive experience as a senior executive in the resources sector. During her career, she held various senior global roles with BHP, including President People and President Public Affairs. Ms Wood has a strong legal and governance background, having joined BHP in 2001 as Group Company Secretary, and before that as General Counsel and Company Secretary with Bonlac Foods Limited. She retired from BHP in 2014.

Ms Wood has also served as a member of the Takeovers Panel (Australia), Australian Federal Government’s Business Regulatory Advisory Group and the Australian Securities & Investments Commission Business Consultative Panel.

Other directorships and offices (current and recent):

■ Director, Djerriwarrh Investments Limited (ASX listed) since July 2016 
■ Director, Robert Salzer Foundation 
■ Vice President, Melbourne Cricket Club

Graham Kerr

BBUS, FCPA, 48
Chief Executive Officer and Managing Director

Graham Kerr South32-269Location: Australia

Director since 21 January 2015

Graham has been Chief Executive Officer of South32 since October 2014.

Responsible for running all facets of the business, he successfully led the establishment of the Company and its public listing in three countries in May 2015.

Graham has a strong track record in global resource development and is passionate about health, safety and sustainability. Before joining South32, Graham worked in a wide range of roles across BHP, including as Chief Financial Officer from 2011 to 2014 and President of Diamonds and Specialty Products.

As President of Diamonds and Specialty Products, he was accountable for the Ekati Diamond Mine in Canada, the Richards Bay Minerals Joint Venture in South Africa, diamond exploration in Angola, the Corridor Sands Project in Mozambique and the development of BHP’s potash portfolio in Canada. In 2004, Graham left BHP for a two-year period when he was General Manager Commercial for Iluka Resources.

Graham has a Business degree from Edith Cowan University and studied at Deakin University to become a Certified Practicing Accountant. 

Frank Cooper AO

AO, BCOM, FCA, FAICD, 63
Independent Non-Executive Director

Frank Cooper South32-255Chairman, Risk and Audit Committee; Member, Remuneration Committee; Member, Nomination and Governance Committee

Location: Australia

Director since 7 May 2015

Mr Cooper has more than 35 years’ experience in the accounting profession, specialising in the mining, energy and utilities sectors before taking on a number of Non-Executive Director roles from 2012.

Other directorships and offices (current and recent): 

■ Director, Woodside Petroleum Limited (ASX listed) since February 2013 
■ Director, St John of God Australia Limited and Trustee, St John of God Health Care 
■ Commissioner and Chairman, Insurance Commission of Western Australia 
■ Member, Senate of the University of Western Australia 
■ President, Western Australia division of the Australian Institute of Company Directors
■ Member, ASIC Director Advisory Panel

Dr Xolani Mkhwanazi

BSC, MSC, and PHD (APPLIED PHYSICS), 64
Non-Independent Non-Executive Director

Xolani Mkhwanazi South32-164

Member, Sustainability Committee

Location: South Africa

Director since 2 July 2015

Dr Mkhwanazi was Chairman of BHP Billiton in South Africa from 2009 to 2015. Dr Mkhwanazi was previously President and Chief Operations Officer (COO) South Africa Aluminium with BHP Billiton (from February 2005). He has served as Chief Executive Officer of Bateman Africa Ltd and the National Electricity Regulator.

Prior to that, he held senior positions at the Council for Scientific and Industrial Research. During this time he played a key role in the formulation of the South African National Science and Technology Policy. In his early career, Dr Mkhwanazi was a Senior Scientist at the Atomic Energy Corporation and Head of the Physics Department at the University of Swaziland.

Other directorships and offices (current and recent): 

■ Director, Murray and Roberts Ltd (JSE listed) since August 2015 
■ Deputy Chairman, The Public Investment Corporation (SOC) Limited 
■ Chairman, Odgers Berndtson SA (Pty) Ltd 
■ Chairman, Private Label Promotion (Pty) Ltd 
■ Director, South32 SA Coal Holdings (Pty) Ltd

Dr Ntombifuthi (Futhi) Mtoba

DCOM (HONORIS CAUSA) CB.COMPT, BA, 63
Independent Non-Executive Director

Ntombifuthi Mtoba South32-225Member, Risk and Audit Committee; Member, Nomination and Governance Committee

Location: South Africa

Director since 7 May 2015

Dr Mtoba was Chair of the Board at Deloitte Southern Africa, where her industry specialisation was in financial services. Dr Mtoba is a Past President of Business Unity South Africa (BUSA) and a past member of the Board of United Nations Global Compact. Dr Mtoba’s numerous awards include Business Woman of the Year (Nedbank and Business Women’s Association, 2004) and International Woman of the Year (Organisation of Women in International Trade, 2005).

Through her work on the Board of UN Global Compact she brings valuable sustainability and environmental experience to the Board.

Other directorships and offices (current and recent): 

■ Director, New Discovery Limited and Discovery Purpose Holdings Limited 
■ Chair, WBD Trust 
■ Chair of Council, University of Pretoria 
■ Council Member/Director, African Union Foundation 
■ Founding Trustee, ZM Foundation 
■ Trustee, Allan Gray Orbis Endowment 
■ Trustee, Nelson Mandela Foundation

Wayne Osborn

DIP ELECT ENG, MBA, FAICD, 67
Independent Non-Executive Director

Wayne Osborn South32-172Chairman, Nomination and Governance Committee; Chairman, Remuneration Committee; Member, Sustainability Committee

Location: Australia

Director since 7 May 2015

Mr Osborn has more than 35 years of experience in the Australian mining, resources and manufacturing sectors. Mr Osborn joined Alcoa in 1979 and worked in a variety of roles and locations across the Australian business, prior to being appointed Managing Director, Alcoa of Australia in 2001 until 2008.

Other directorships and offices (current and recent): 

■ Director, Wesfarmers Limited (ASX listed) since March 2010 
■ Former Director, Alinta Holdings Pty Ltd (March 2011 to April 2017) 
■ Former Director, Iluka Resources Limited (March 2010 to May 2016)

Keith Rumble

BSC, MSc (GEOLOGY), 64
Independent Non-Executive Director

Keith Rumble South32-238Chairman, Sustainability Committee; Member, Remuneration Committee; Member, Nomination and Governance Committee

Location: South Africa

Director since 27 February 2015

Mr Rumble was previously CEO of SUN Mining, a wholly owned entity of the SUN Group, and a principal investor and private equity fund manager in Russia, India and other emerging and transforming markets. Mr Rumble has more than 30 years of experience in the resources industry, specifically in titanium and platinum mining. He was formerly the CEO of Impala Platinum (Pty) Ltd and CEO of Rio Tinto Iron and Titanium Inc in Canada.

Mr Rumble began his career at Richards Bay Minerals in 1980 and held various management positions before becoming CEO in 1996.

Other directorships and offices (current and recent):

■ Director, Acetologix Pty Limited 
■ Director, Enzyme Technologies (Pty) Limited 
■ Director, Elite Wealth (Pty) Limited 
■ Board of Governors of Rhodes University 
■ Trustee, World Wildlife Fund, South Africa

Dr Xiaoling Liu 

PhD (Extractive Metallurgy), BEng (Extractive Metallurgy), GAICD, FAusIMM, FTSE, 62
Independent Non-Executive Director

Dr Xiaoling Liu

Member, Risk and Audit Committee; Member, Sustainability Committee; Member, Nomination and Governance Committee

Location: Australia

Director since 1 November 2017

Dr Liu has extensive executive experience in leading global mining and processing businesses. Dr Liu had a 26 year career with the Rio Tinto Group where she held many senior positions. Her last executive role was as President and Chief Executive Officer of Rio Tinto Minerals based in Denver where she ran integrated mining, processing and supply chain operations in the United States, Europe and Asia.

Other directorships and offices (current and recent):

■ Director, Newcrest Mining Limited (ASX Listed) since September 2015
■ Director, Melbourne Business School
■ Director, Iluka Resources Limited (ASX Listed) (February 2016 - April 2019)
■ Fellow, Australian Academy of Technology, Science and Engineering
■ Member, China Matters Advisory Council