Exxaro Resource limited Report Selector 2018

Report Selector

Exxaro Resources Limited Integrated report 2018

Leadership

The board assumes ultimate accountability for the performance and affairs of the company. In doing so, it effectively represents and promotes the legitimate interests of the company and, as a responsible corporate citizen, simultaneously considers the legitimate interests and expectations of material stakeholders.

See Role of the board.

Board

Please click on director below to see further information.


  •   Audit committee
  •   Investment committee
  •   Remuneration and nomination committee
  •   Social and ethics committee
  •   Sustainability, risk and compliance committee





J van Rooyen — Jeff (69)
Independent non-executive chairman of the board; member of remuneration and nomination committee

Director since 13 August 2008

Qualifications:
BCom, BCompt (hons), CA(SA)

Experience:
Jeff is a director of various companies in the Uranus Group, non-executive director of MTN Group Limited, Pick n Pay Stores Limited. He is former chairman of the Financial Reporting Standards Council (FRSC), former trustee of the International Accounting Standards Foundation and member of the University of Pretoria’s faculty of economic and management sciences’ oversight board. He was a partner at Deloitte, chairman of the Public Accountants and Auditors Board, CEO of the Financial Services Board and advisor to the Minister of Public Enterprises during the Mandela administration. Jeff is a founder member and former president of the Association for the Advancement of Black Accountants of South Africa.

PCCH Snyders - (58)

Independent non-executive director; chairman of the sustainability, risk and compliance committee and member of the investment committee and social and ethics committee

Director since 1 July 2016

Qualifications:

BEng (mining), diploma in marketing management, MCom (business management), mine manager's certificate of competence (coal & metalliferous)

Experience:

Peet has 40 years' experience in the mining industry, including at Sasol Coal, Amcoal, Iscor Mining, Kumba Coal, Anglo Platinum, Riversdale Holdings, Continental Coal, Keaton Energy, Sable Mining Africa, Mmakau Mining and most recently Submex Investment. He also has over 10 years of board experience in the industry.

GJ Fraser-Moleketi — Geraldine (59)

Lead independent non-executive director; member of the remuneration and nominations committee (nominations committee chair) and permanent invitee and consultant to the social and ethics committee

Director since 23 May 2018

Qualifications:

DPhil, Masters in administration, leadership programme (Wharton), fellow of the Institute of Politics (Harvard)

Experience:

Geraldine was a member of the South African parliament for three consecutive parliaments (1994 through September 2008 when she resigned). She was previously director of the United Nations Development Programme’s (UNDP) democratic governance group; she served in the South African government as Minister of Public Service and Administration for two consecutive terms and chaired the pan-African ministers of public service for three consecutive terms. The State Information Technology Agency (SITA) fell in the public service portfolio and reported to the minister. As minister, she served on the UN committee of experts on public administration, established by the UN Economic and Social Council.

She currently serves on the Africa advisory committee of Womens’ World Banking. She was reappointed to CEPA for the period 2018 to 2021.

She is also a non-executive director of Standard Bank Group and Standard Bank South Africa.

A Sing — Anuradha (48)

Independent non-executive director; chairman of social and ethics committee and member of sustainability, risk and compliance committee

Director since 6 March 2018

Qualifications:

BSc Eng (mechanical), MBA

Experience:

Anuradah is a non-executive director of the Development Bank of South Africa (DBSA), chairperson of its board credit and investment committee and a member of its audit committee. She is a non-executive director of MTN South Sudan and MTN Guinea Bissau, where she chairs the audit and risk committee.

L Mbatha — Likhapha (65)

Non-executive director; member of the social and ethics committee

Director since 6 March 2018

Qualifications:

LLB, BA, LLM

Experience:

Likhapha currently coaches National Movement of Rural Women coordinators in development methods and systems, project preparation, finance and management. She also supervises, monitors and evaluates small and medium development projects. Likhapha understands that poverty, inadequate education, nutrition, poor health, government policies and/or the exploitative nature of humans are uncontrollable variables that can lead to poverty. She therefore focuses on development as an opportunity for affected individuals to lead equal and satisfactory lives within their community, despite their circumstances.

MW Hlahla — Monhla (56)

Independent non-executive director and a member of the sustainability, risk and compliance committee

Director since 4 June 2015

Qualifications:

MA (urban planning), advanced management programme, certificate in accounting and finance

Experience:

Monhla spent the larger part of her career in the infrastructure sector, starting in 1994 at the Development Bank of Southern Africa. The DBSA seconded her to establish and lead the municipal infrastructure investment unit as CEO. While with that unit, she was appointed non-executive chairperson of Johannesburg Water. In 2001, she was appointed managing director of Airports Company South Africa (ACSA) until she resigned at the end of 2011. Monhla was appointed chairperson of Royal Bafokeng Holdings and the Industrial Development Corporation (IDC) at the end of 2011. She completed her three-year term with IDC in 2015, and was appointed to the board of Liberty Holdings and its subsidiary Stanlib. Monhla is an executive coach and businesswoman. She founded RutaThari (Pty) Ltd, which invests in smart and innovative skills development and training solutions across Africa.

D Mashile-Nkosi — Daphne (60)

Non-executive director

Director since 6 March 2018

Experience:

Daphne is executive chairperson of Kalagadi Manganese, a trustee and chairperson of the Women’s Development Bank Trust, and chairperson of Women’s Development Bank Investments Holdings Proprietary Limited. She has a strong development background as an activist on gender issues, and encourages business to improve the quality of life of poor communities and nurture women entrepreneurs and business leaders. She is the founder and a director of Temoso Telecommunication Proprietary Limited. She represents shareholder interests as a director of various companies, including: Exxaro Resources Limited, Eyesizwe Mining Proprietary Limited, Interfile, Kalahari Resources, Temoso Holdings, Traxys Africa Proprietary Limited and Kalagadi Manganese.

She is the chairperson of Bakhazi-Banalima Proprietary Limited, and a trustee of FirstRand Empowerment Trust.

V Nkonyeni — Vuyisa (49)

Independent non-executive director; chairman of the audit committee and member of the investment committee

Director since 3 June 2014

Qualifications:

BSc, BSc (hons), postgraduate diploma in accounting, CA(SA)

Experience:

Vuyisa has over 20 years’ experience in investment banking and private equity. He served his training contract as a chartered accountant with PricewaterhouseCoopers and then joined Deutsche Bank in 1997, where he gained investment banking experience primarily in corporate and project finance advisory work over four years. He serves on the boards of Emira Property Fund, and MMI Holdings Limited. He has served as financial director of Worldwide African Investment Holdings Proprietary Limited and director at Actis llp in its black economic empowerment funding unit. He was appointed chief executive officer of Kagiso Tiso Holdings in January 2012 and resigned in December 2017.

EJ Myburgh — Ras (60)

Independent non-executive director, chairman of the remuneration and nominations committee and member of the audit committee and investment committee

Director since 1 September 2016

Qualifications:

BEng (electrical), BSc (hons) (energy studies), MBL, executive programme (Virginia)

Experience:

Between 1982 and 1996, Ras held various operational and executive positions in operating, maintenance, engineering and power station management in Eskom. In 1997, he joined Iscor Mining, where he led companywide cost improvement, business re-engineering and transformation and empowerment projects. He was appointed managing director of Kumba Resources’ coal business in 2000 and headed the transformation unit from 2003 that managed the empowerment and mineral rights conversion of the company, including project managing the empowerment transaction and unbundling of the company into Exxaro and Kumba Iron Ore. He was appointed the first CEO of Kumba Iron Ore in 2006. Following the 2008 electricity crisis, Ras was seconded to Eskom to develop and implement a long-term coal supply strategy. In 2011, he co-founded Hindsight Financial and Commercial Solutions Proprietary Limited, a boutique corporate professional advisory firm providing investment banking, business development, specialist commercial solutions, and strategy and business improvement advisory services to the resources, energy and industrial sectors. He is a member of the Institute of Directors of Southern Africa, independent non-executive director of The Heartlines Centre NPC and serves on the international advisory board of Unashamedly Ethical NPO.

MJ Moffett — Mark (59)

Independent non-executive director and member of the audit, investment and sustainability, risk and compliance committees

Director since 23 May 2018

Qualifications:

BCom, CTA, CA(SA)

Experience:

Mark has over 25 years’ financial and commercial experience in the mining industry with leading global mining companies. He has gained wide exposure to commodities including diamonds, thermal coal, ferrochrome and platinum group metals and has a deep understanding of the South African mining landscape and strategic imperatives.

He has held senior financial positions, both operational and corporate, in a number of countries, with Anglo American plc/De Beers and as CFO of Xstrata Alloys and subsequently as group controller of Xstrata plc.

He is currently an independent non-executive director of Royal Bafokeng Platinum and member of its audit committee. He was chairman of Fraser Alexander until his resignation from that board in March 2018.

VZ Mntambo — Zwelibanzi (61)

Non-executive director and member of remuneration and nomination committee

Director since 28 November 2006

Qualifications:

BJuris, LLB, LLM

Experience:

Zwelibanzi is executive chairman of Xalam Performance. He was previously senior lecturer at the University of Natal; executive director of IMSSA; director-general of Gauteng Province and chairman of the Commission for Conciliation, Mediation and Arbitration. He is chairman of Main Street 333 Proprietary Limited. He is also a director of SA Tourism Proprietary Limited and trustee of the
Paleo-Anthropological Scientific Trust.

LI Mophatlane — Isaac (45)

Independent non-executive director and chairman of the investment committee and permanent invitee and consultant to the audit committee and social and ethics committee

Director since 23 May 2018

Experience:

He is the co-founder, shareholder and a director of Randvest Group, focused on leveraged acquisitions and strategic investments in mainly technology companies. Isaac is chairman of Bothomed which is currently a shareholder together with the PIC in the listed Dis-Chem Pharmacies Limited. He is a member of the Black Management Forum, Electronics Industries Federation of South Africa, Black Information Technology Forum and non-executive deputy chairman of the Catholic Education Investment Company.

MDM Mgojo — Mxolisi (58)

Chief executive officer

Qualifications:

BSc (computer science), BSc (hons)(energy studies), MBA, advanced management programme

Experience:

Previously at Eyesizwe Coal, Mxolisi was responsible for marketing and logistics. After Exxaro’s formation, he managed the base metals and industrial minerals commodity business before being appointed to head our coal operations from August 2008. Mxolisi was appointed CEO designate in May 2015 and CEO in April 2016. He is a director of Tronox Limited, Talent10 Holdings and Dynamo Investment Holdings. He was elected president of the Minerals Council South Africa in May 2017.

PA Koppeschaar — Riaan (48)

Finance director

Qualifications:

CA(SA), advanced and associate programmes in treasury management, advanced diploma in taxation, advanced management programmes (Insead), certificate in theory of accounting. Member of the Association of Corporate Treasurers of South Africa

Experience:

Riaan started his career with Coopers and Lybrand. After completing his articles, he branched into the fields of treasury, investment management and corporate finance. He has held senior management positions at Iscor, Kumba Resources and Exxaro Resources until his appointment as finance director of Exxaro Resources in July 2016. He is a director of several Exxaro subsidiary companies, joint ventures and a trustee and investment committee member of the Exxaro Pension and Provident Funds.

Diversity as at 31 December 2018   Length of service of directors
Total Cost Product Graph   Total Cost Product Graph
     

Additional CV's

S Dakile-Hlongwane — Salukazi (67)

Former independent non-executive director and member of sustainability, risk and compliance committee

Director from 21 February 2012 until 6 March 2018

Qualifications:

BA (economics and statistics), MA (development economics)

Experience:

Salukazi is chairman of Nozala Investments, which she co-founded in 1996. Her career experience includes: five years as senior investment officer, Lesotho National Development Corporation; 12 years with African Development Bank (Abidjan/Côte d’Ivoire) as country programme officer and later principal corporation officer; senior manager, structured finance division/FirstCorp Merchant Bank and assistant general manager, BOE Specialised Finance. Salukazi is a non-executive director of some of Nozala’s investee companies including Basadi Ba Kopane Proprietary Limited, Woodlands Dairy Proprietary Limited, Tsebo Holdings Group Proprietary Limited, PPC Limited, Lanseria International Airport and Constantia Afripack. She is also a non-executive director of MultiChoice South Africa Holdings Limited. She is a trustee of Nozala Trust, Chancellor House Trust and the National Movement of Rural Women.

CJ Fauconnier — Con (71)

Former independent non-executive director; chairman of sustainability, risk and compliance committee, chairman of remuneration committee and member of audit, remuneration and nomination and social and ethics committees

Director from 1 November 2013 until 24 May 2018

Qualifications:

BSc (eng)(mining), BSc (hons)(eng), MSc (eng), DEng, MBA, DSc (honoris causa) (Free State), strategic leadership programme (Oxford), senior executive finance programme (Oxford), registered international professional engineer

Experience:

Between 1969 and 1974, Con worked for mining companies in the Anglo American group. For two years after that he was student and research assistant at the College of Business Administration, University of Oregon. From 1976 to 1995 he served in senior positions in Gencor Limited and JCI Limited. In 1995 Con joined Iscor Limited and was later promoted to managing director of Iscor Mining. In 2001, he became chief executive of Kumba Resources Limited and, in 2006, chief executive officer of Exxaro Resources Limited. He also served on the executive council of the Minerals Council of South Africa and was president from 2003 to 2005. He is a fellow of the South African Institute of Mining & Metallurgy, Institute of Directors of Southern Africa and South African Academy of Engineering. He has been an honorary professor in the department of mining engineering at the University of Pretoria and a fellow at the Gordon Institute of Business Science since 2007. He was an independent mining industry and management consultant from 2007 to 2010, and an independent nonexecutive director at Xstrata plc from 2010 until 2013.

D Konar — Len (65)

Former independent non-executive director, chairman of the board; former member of remuneration and nomination committee (chairs nomination matters)

Director from 28 November 2006 until 24 May 2018

Qualifications:

BCom, CA(SA), MAS, DCom, CRMA

Experience:

After completing his articles at Ernst & Young, Len began a 15-year career as an academic at the University of Durban-Westville. He then spent six years with the Independent Development Trust as head of investments and internal audit, prior to becoming a professional director of companies and consultant. Len was deputy chairman of Steinhoff International and a member of the boards of Lonmin plc and Sappi. He is a past member of the ad hoc ethics panel of the United Nations, safeguards panel of the International Monetary Fund in Washington, co-chairman of the risk implementation oversight panel of the World Bank, and past chairman and member of the external audit committee of the International Monetary Fund.

S Mayet — Saleh (63)

Former independent non-executive director

Director from 18 August 2015 until 24 May 2018

Qualifications:

BCom, BCompt (hons), CA(SA), advanced management programme

Experience:

Saleh is a financial professional with over 30 years’ experience. After completing his articles in 1982, he joined the finance division of Anglo American South Africa Limited (AASA) and, over the next 14 years, gained experience in all aspects of financial reporting with ultimate responsibility for a significant number of listed and unlisted subsidiaries in the AASA group. In 1993 he was transferred to the international planning department where he became involved in managing AASA’s offshore structures. Following Anglo American plc’s London listing in 1999, he fulfilled various roles in the finance division in Johannesburg and London and, in January 2008, was promoted to his current position as head of finance — AASA. He has extensive experience on a range of corporate activities and currently serves on the boards of AASA and its strategic subsidiaries and trusts. He is also a member of senior management committees tasked with strategy, driving value initiatives and engaging with key stakeholders. Saleh is a non-executive director of Motus Holdings Limited where he chairs the audit and risk committee.

MF Randera — Fazel (70)

Former non-executive director; chairman of social and ethics committee

Director from 13 June 2012 until 6 March 2018

Qualifications:

MRCS, LRCP, DRCOG

Experience:

Globally, Fazel has served as board and council member of the World Medical Association (1997 to 2000), participated in the World Health Organisation international inquiry into the tobacco industry (1998 to 1999) and chaired the global initiative on HIV/Aids reporting (2004). In South Africa, he sat on the Truth and Reconciliation Commission (1995 to 1998), founded the Ethics Institute and served as chairman (1997 to 2000), and served on the Human Rights Commission (1997 to 1999). Working in hospitals and facilities in the UK and South Africa, he specialised in a range of medical disciplines, including occupational health and HIV/Aids. Fazel chaired the Private Healthcare Forum (2004 to 2007) and was a member of the South African Centre for Survivors of Torture (2006 to 2011). He was inspector general for South Africa’s intelligence services (1999 to 2001) and served on several ministerial advisory bodies. He was the health adviser at the Minerals Council and is chairman of NEHAWU Investment Holdings and MediTech South Africa.

SE van Loggerenberg (42)

Group company secretary and legal

Qualifications:

BLC, LLB (Pretoria) Eur Int (cum laude), LLM (Eur) (European Institute, University of Saarland), certificate in compliance risk management (Johannesburg), certificate in mining law (Witwatersrand), advanced certificate in corporate and securities law (Unisa). Fellow of the Institute of Chartered Secretaries, member of the International Institute of Risk Management

Experience:

Saret joined KPMG in 2002, advising clients on the legal aspects of information security, privacy and data protection. As senior manager of the regulatory and compliance services team, she advised clients on compliance programmes and reviews as part of internal and external audit. She joined Exxaro in 2008 as assistant company secretary, becoming manager: risk and compliance in 2012.

D Zihlangu — Rain (51)

Former independent non-executive director; member of sustainability, risk and compliance committee

Director from 28 November 2006 until 6 March 2018

Qualifications:

BSc (eng)(mining), management development programme, MBA

Experience:

Rain is CEO of Eyabantu Capital Consortium. Between 1989 and 1994, he was a stoper/developer and shift boss at Vaal Reefs Gold Mining Company. From 1995 to 2002, he was a shift boss, mine overseer, operations manager and mine manager at Impala Platinum Limited. Rain was CEO of Alexkor Limited from 2002 until 2005. From 2006 to 2012, he was an independent non-executive director of the South African National Oil and Gas Company (PetroSA) and served on its business performance monitoring committee. He also serves on the board of Sentula Mining.


EXXARO EXCO

V Balgobind — Vanisha (45)

Executive head: human resources

Qualifications:

BA (hons)(ind psych), MA (ind psych), management development programme

Experience:

Vanisha is a registered industrial psychologist with 20 years’ experience in the mining industry. She joined Iscor Mining in 1997 as an HR graduate trainee. She was then employed at Kumba Resources as an HR business partner and worked in the talent management area between 1998 and 2006. At Exxaro, she managed the talent management and staffing centre of expertise, was manager for corporate projects and HR optimisation, and group manager for talent and learning. She chairs the Exxaro women in mining committee and serves on other Exxaro subsidiary companies. Her passion lies in education and women empowerment, as well as finding integration between work and quality family time.

AW Diedericks — Wim (51)

Executive head: strategy and business development

Qualifications:

BEng (mining), executive development programme

Experience:

Wim started his career as an Iscor bursar from 1986 to 1990 and was appointed an engineer-in-training at Thabazimbi Mine in 1992. He was also employed at Durnacol (Iscor), Tshikondeni (Iscor), Sishen (Iscor), Rosh Pinah (Iscor), Kumba Resources head office and Thabazimbi (Kumba Resources). Since Exxaro’s formation, he has held senior positions at KZN Sands, Grootegeluk, Mpumalanga Coal Commercial region and corporate office.

JG Meyer — Johan (47)

Executive head: projects and technology

Qualifications:

BEng (metallurgy), MBA, advanced management programme

Experience:

Johan started his career in production management at Iscor Pretoria Steel Works. He has worked at KZN Sands, research and development in Kumba Resources, Mineral Sands, Zincor and Exxaro corporate office. His current role is focused on delivering the coal growth projects and developing integrated resource and reserve life-of-mine plans.

MI Mthenjane — Mzila (48)

Executive head: stakeholder affairs

Qualifications:

BSc (eng)(mining), senior management development programme (GIMT), executive development programme (EDP) — AMP (INSEAD)

Experience:

Mzila is a mining engineer with more than 25 years’ combined experience in mining, investment banking and sustainability. This includes seven years in precious metals industry in deep-level gold mining at AngloGold Ashanti and Gold Fields Limited in senior mine production management and corporate development roles; and six years in the platinum industry as senior investment manager and executive: business sustainability at Royal Bafokeng Holdings and Royal Bafokeng Platinum, respectively. His tenure in investment banking included four years at RMB and two years at Deutsche Bank in various roles, including corporate and project finance. Mzila has been with Exxaro in his current role, leading our stakeholder management and communication portfolio since May 2013.

N Tsengwa — Nombasa (52)

Executive head: coal

Qualifications:

PhD (agronomy), executive development programme

Experience:

Nombasa has over 15 years of executive management and board experience in the public and private sector. In 2003 she joined Kumba Resources as general manager safety, health and environment. In 2007, she became executive general manager safety and sustainable development. In 2010, she became directly involved in managing coal operations, as general manager of captive mines, and general manager of Mpumalanga operations. In 2015, she was appointed acting executive head of coal operations, and confirmed in that role in July 2016.

M Veti — Mongezi (52)

Executive head: sustainability

Qualifications:

National higher diploma in metalliferous mining and coal mining, MBL, advanced management programme, mine overseer’s certificate and mine manager’s certificate of competency for fiery mines

Experience:

In the early 1980s, Mongezi worked for AngloGold at Western Deep Levels and joined Sasol Mining in 1994. In 2002, he became mine manager at Arnot, and was appointed general manager for area 2 in Exxaro soon after the merger, before assuming his current role in 2010. In 2015, he was appointed executive head sustainability.


AUDIT COMMITTEE

Composition requirements

The committee is constituted as a statutory committee of the company in terms of its statutory duties under section 94(7) of the Companies Act, and a committee of the board in terms of all other duties assigned to it by the board.

  • The committee must comprise at least three members to be elected annually by shareholders on recommendation of the nomination committee, all of whom must be independent non-executive directors
  • The chair will be appointed by the board and will be one of the members of the committee as elected by shareholders at the AGM
  • The chair of the board may not be a member of the committee.

REMUNERATION AND NOMINATION COMMITTEE (REMCO)

Composition requirements

  • The committee must comprise at least three non-executive directors, the majority of whom will be independent non-executive directors, and with the board chair being an ex-officio member
  • The board will appoint the chair of the committee, who will be an independent non-executive director
  • The chair will ensure there is a suitably balanced blend of skills and experience so that the committee is able to discharge its functions, and consider the need for ad hoc invitees with the necessary technical experience to assist members in their technical deliberations
  • Each member of the committee will have relevant experience and one or more of the following competencies:
    • Good understanding of transformation processes and broad-based black economic empowerment (BBBEE) relevant to the company
    • Good understanding of all aspects of remuneration policies of comparable companies and the business of remuneration committees
    • Good understanding of human resources management and development
    • Good knowledge of the company and its executive management
    • A full understanding of stakeholders' concerns.

SUSTAINABILITY, RISK AND COMPLIANCE COMMITTEE (SRC)

Composition requirements

  • The committee must comprise at least three non-executive directors, the majority of whom will be independent. Prescribed officers of the company, including the chief executive officer, will also be eligible for membership subject to the majority of members being independent non-executive directors
  • The board will appoint the chair of the committee, who will be an independent non-executive director
  • The chair will ensure there is a suitably balanced blend of skills and experience so that the committee is able to discharge its functions, and consider the need for ad hoc invitees with the necessary technical experience to assist members in technical deliberations.

SOCIAL AND ETHICS COMMITTEE (SEC)

Composition requirements

  • Members of the committee will be elected by shareholders on recommendation of the Remco
  • The committee will comprise a chairman and at least two additional members. All members will be directors and/or prescribed officers of the company with the majority of members at all times being independent, non-executive directors
  • The board will, in conjunction with Remco, appoint from among its members the committee chair who should be an independent non-executive director.

INVESTMENT COMMITTEE

Composition requirements

  • Members are appointed by the board on recommendation of Remco
  • The committee will comprise five independent non-executive directors
  • The board ensures there is a balanced blend of skills and experience.
Previous