As the Exxaro group of companies is an integral part of society, the board assumes ultimate responsibility for the performance and affairs of the company. In doing so, it effectively represents and promotes Exxaro's legitimate interests. In turn, as a responsible corporate citizen, Exxaro considers the legitimate needs, interests and expectations of its stakeholders now and in future.
Our board creates sustainable value for our stakeholders through ethical and effective leadership of the Exxaro group. It is the focal point and custodian of good corporate governance in the group in line with King IV. The board sets the strategic direction of the group and the way in which specific governance areas are conducted within a framework of effective controls, approves policy and planning that gives effect to the group strategy and direction, monitors implementation of the strategy and planning, and finally ensures accountability for organisational performance through, among others, reporting and disclosure.
The board acknowledges its crucial role in exercising ethical and effective leadership in the group to achieve the following governance outcomes in line with King IV:
To achieve these objectives, the board is committed to ensuring good corporate governance throughout the group, in line with the recommendations of King IV. At all times, it ensures the appropriate application of the 16 principles of the King IV code by adopting the required and relevant practices, or alternative appropriate practices as determined by the board, that will give effect to these principles in the context of both the company and the group. Our King IV application register is on King IV Compliance.
Board committees assist the board in discharging its duties and responsibilities, but without abdicating the board's responsibilities. Each committee has formal, approved, written terms of reference that are reviewed annually to ensure effective delegation of roles and responsibilities from the board. To ensure effective leadership, the board monitors how its committees discharge their responsibilities for group operations by annually setting key performance indicators (KPIs) for each committee. Individual reports from committee chairs begin on Audit Committee Report.
While King IV allocates responsibility for implementing a group governance framework to the board, the board recognises each subsidiary as a separate and independent juristic person to whom its directors owe fiduciary duties. In tandem with its responsibility to set a group corporate governance framework that articulates and gives effect to the strategic direction and exercise of authority across the group, the board also ensures these arrangements are appropriate within the group. In the case of a conflict between the duties of a director to a subsidiary company and the interests of the holding company, the duties of the director to the subsidiary company must prevail.
To guide its effective functioning, the board approved an amended charter at the end of 2017, the provisions of which at all times are subject to all statutory and regulatory requirements, including the Companies Act 71 of 2008, as amended (the Act), JSE Listings Requirements, Exxaro's memorandum of incorporation and King IV. Following implementation of the new BEE shareholding transaction and the commitment to annually review its charter, this was again reviewed in 2018.
The purpose of the board charter is to regulate the parameters within which the board operates and to ensure Exxaro applies the principles of good corporate governance in all its dealings. The charter also sets out the roles and responsibilities of the board and individual directors, including the composition and relevant procedures of the board.
Any director or member of a board committee may bring any material matter which they deem appropriate to the notice of the chair, lead independent director, CEO or finance director.
|Value distribution - 2018|
|R3 486 million
Salaries and wages
|R5 483 million
|R1 007 million
Investment and volunteerism
|R2 351 million
dividends to Eyesizwe
Training and bursaries
|R485 million||Royalties and levies|
|R1 155 million||UIF and PAYE|
The board is constituted in terms of Exxaro's memorandum of incorporation as well as the board charter, in line with the requirements of King IV.
Following the replacement BEE transaction that was implemented in December 2017, a number of directors resigned/retired and new appointments were made. We have continued to ensure that the majority of our board members are independent non-executive directors, and we strengthened the independence of our board from seven independent non-executive directors in 2017 to nine in 2018. Individual members bring considerable and diverse demographics, skills and experience to the boardroom, in line with King IV. This ensures decisions are taken prudently, effectively and efficiently, and ensures the interests of shareholders are protected.
Directors are appointed through a formal process. The remuneration and nomination committee (remco) is responsible for identifying suitable candidates as independent
non-executive directors to be proposed to the board and, on its recommendation, to shareholders for approval. Remco is also responsible for overseeing that the required independent background checks are done and that proposed candidates provide the required information as recommended in the King IV code.
The following directors retired/resigned from the board in 2018:
|Ms S Dakile–Hlongwane||Non-executive director||6 March 2018|
|Dr CJ Fauconnier||Independent non–executive director||24 May 2018|
|Dr D Konar||Independent non–executive director and chairman of the board||24 May 2018|
|Mr S Mayet||Independent non–executive director||24 May 2018|
|Dr MF Randera||Non–executive director||6 March 2018|
|Mr D Zihlangu||Non–executive director||6 March 2018|
The board thanked all these directors for their contributions and guidance during their tenures and wishes them all the best in their future endeavours.
The following appointments to the board were made in 2018:
|Ms GJ Fraser–Moleketi||Lead independent non-executive director||23 May 2018|
|Ms D Mashile–Nkosi||Non-executive director||6 March 2018|
|Ms L Mbatha||Non-executive director||6 March 2018|
|Mr MJ Moffett||Independent non–executive director||23 May 2018|
|Mr LI Mophatlane||Independent non–executive director||23 May 2018|
|Ms A Sing||Independent non–executive director||6 March 2018|
Details on the rotation and election of directors appear in the notice of the AGM of 2018.
On appointment, new directors undergo an induction programme to facilitate their understanding of the business environment and markets in which the company operates. This programme is facilitated by the group company secretary and includes, inter alia, information and guidance on:
All directors undergo continuing professional development and are required to attend regular briefings as arranged by the company on changes in legislation, governance and the business environment.
|J van Rooyen||13/08/2008||Chair||Former chair||Member|
|S Dakile–Hlongwane*||21/02/2012 – 6/03/2018||Former member||Former member||Former member|
|CJ Fauconnier*||01/11/2013 – 24/05/2018||Former member||Former member||Former chair||Former chair||Former member|
|D Konar*||01/11/2006 – 24/05/2018||Former chair and former member||Former invitee||Former member||Former invitee||Former invitee||Former invitee|
|S Mayet*||18/8/2015 – 23/05/2018||Former member|
|EJ Myburgh||01/09/2016||Member||Member||Chair||Former member||Member|
|MF Randera*||13/06/2012 – 06/03/2018||Former member||Former chair|
|D Zihlangu*||28/11/2006 – 06/03/2018||Former member||Former member|
Attendance is based on four quarterly meetings, ad hoc special committee meetings, two governance sessions, two strategy days and three special board meetings, calculated against the number of meetings the individual was required to attend.
|J van Rooyen (chairman)||Independent non–executive director and chairman of the board||100%|
|S Dakile–Hlongwane1||Former non–executive director||0%|
|CJ Fauconnier2||Former independent non–executive director||100%|
|GJ Fraser–Moleketi||Lead independent non–executive director||88%|
|MW Hlahla||Independent non–executive director||100%|
|D Konar3||Former independent non–executive director and chairman of the board||100%|
|PA Koppeschaar||Executive director: finance||100%|
|D Mashile–Nkosi||Non-executive director||60%|
|S Mayet4||Former independent non–executive director||100%|
|L Mbatha||Non-executive director||100%|
|MDM Mgojo||Executive director: chief executive officer||82%|
|VZ Mntambo||Non-executive director||80%|
|MJ Moffett||Independent non–executive director||75%|
|LI Mophatlane||Independent non–executive director||100%|
|EJ Myburgh||Independent non–executive director||86%|
|V Nkonyeni||Independent non–executive director||100%|
|MF Randera5||Former non–executive director||0%|
|A Sing||Independent non–executive director||90%|
|PCCH Snyders||Independent non–executive director||100%|
|D Zihlangu6||Former non–executive director||100%|
|1||Ms S Dakile–Hlongwane resigned as a director on 6 March 2018|
|2||Dr CJ Fauconnier retired as a director on 24 May 2018|
|3||Dr D Konar retired as a director on 24 May 2018|
|4||Mr S Mayet retired as director on 24 May 2018|
|5||Dr MF Randera resigned as a director on 6 March 2018|
|6||Mr D Zihlangu resigned as a director on 6 March 2018|
A new independent non-executive chairman, Mr J van Rooyen, was appointed in 2018. The board therefore continues to be led by an independent non-executive chairman, in compliance with paragraph 3.84 of the JSE Listings Requirements and recommended practices of King IV.
The role of the chairman is separate and distinct from that of the chief executive officer (CEO) and the separation of powers and responsibilities, as set out in the board charter, ensures no single person has unfettered decision-making powers and that the appropriate balance of power exists at board level.
The new board charter adopted on 30 November 2017 provides for the appointment of a lead independent director in line with the principles of King IV. Following nominations received for this role, the board conducted assessments and, at its meeting on 14 June 2018, appointed Ms GJ Fraser-Moleketi as lead independent director. Her business experience in Africa and multiple roles at the United Nations are valuable contributions to the skill set on the board.
non–executive director (LID)
Mrs SE van Loggerenberg was appointed as group company secretary and legal from 1 October 2017.
The board recognises the pivotal role of the group company secretary in establishing effective processes and systems to ensure that good corporate governance forms part of the fibre of the organisation and is entrenched in its culture.
In compliance with paragraph 3.84(i) of the JSE Listings Requirements, an annual evaluation of the incumbent company secretary was carried out to consider and satisfy itself of Mrs van Loggerenberg's competence, qualifications and experience. The formal evaluation confirmed:
The board is comfortable that she maintains an arm's-length relationship with individual directors and confirms that she is neither a director nor public officer of the company or any of its subsidiaries.
As indicated below, the board comprises the appropriate balance of knowledge, skills, experience, diversity and independence to discharge its governance role and responsibilities objectively and effectively.
There were a number of directors who resigned/retired from the board after Main Street 333 Proprietary Limited was unwound through the BEE transaction. Members had to be nominated anew by Eyesizwe (RF) Proprietary Limited, which now holds 30% of the shares in Exxaro. This offered an opportunity to promote race and gender diversity targets for board composition.
As per JSE Listings Requirements paragraphs 3.84(i) and 3.84(j) and King IV, the board must set race and gender diversity targets, which have been set.
Diversity of skills and experience:
The board skills matrix is on Leadership.
In line with King IV, non-executive members may be categorised as independent if the board concludes there is no interest, position, association or relationship which, when judged from the perspective of a reasonable and informed third party, is likely to influence unduly or cause bias in decision making in the best interest of the company.
We have two non–executive directors that have served on the board in an independent capacity for over nine years. An assessment has been conducted annually since 2017, and it has been concluded that these members exercise objective judgement and there is no interest, position, association or relationship which, when judged from the perspective of a reasonable and informed third party, is likely to influence unduly or cause bias in decision making.
After a formal assessment, the board concluded that the majority of directors are independent.
There has been a marked increase in the independence of our board from 2017, from 50% to 64% independent non-executive directors, with non–executive directors declining to 21% from 36% in 2018.
Gender and racial diversity
In line with King IV, the board charter and remco terms of reference, race and gender targets have been set for the board. This coincided with the appointment of new directors in 2018, after shareholders approved implementation of the replacement BEE transaction.
Compliance against targets:
There has been a marked increase from 2017 in our HDSA female representation, from 14% to 36%.
|Directors’ equity and gender status|
The implementation of the replacement BEE transaction in 2018 coincided with the resignation/retirement of a number of directors and appointment of new directors, following shareholder approval.
Appointment and the period of office of directors are as follows:
Diversity of age
The retirement age for an executive director is 63, and 70 for a non-executive director. The board is entitled to recommend the re-election of a non-executive director who has passed the age of 70, provided that remco and the board recommend to shareholders that the individual is suitable for
re-election. This re-election will occur on an annual basis once the director has reached age 70.
To ensure continuity of experience and knowledge, the company has adopted a process of staggered re–election of directors, in terms of the memorandum of incorporation.
70> years = 1
60 – 69 years = 4
50 – 59 years = 5
40 – 49 years = 4
Key performance indicators
As explained in prior reports, the board and committees set annual KPIs to ensure that, in addition to general requirements placed on these bodies, their attention is directed to key activities that support and enable management to achieve the group strategy. We recognise that these KPIs are still more quantitative in nature, but we aim to mature them into more meaningful qualitative measures to give stakeholders an in–depth understanding of the performance of the board and its committees.
The board and committee evaluation for 2018 therefore only focused on whether these KPIs had been achieved.
|Key performance indicator (KPI)||2018|
|Continue to enhance the visibility and agreement at board level of key risks facing the company and associated mitigation plans by embedding a structured institutional process, agreeing the level of risk tolerance the company is willing to accept in pursuit of its strategic objectives|
|Address both board and personal enhancement opportunities identified in the board effectiveness review and improve board diversity as opportunities allow|
|Cultivate a formal process to review financial advisers/consultants and others to Exxaro and make changes as appropriate|
|Innovation and information management (IM): govern technology and information that support the organisational culture change to the new digital way of working. Oversee improvement of EBIT or throughput by digitalisating operations|
|Enterprise and supplier development: continue to ensure legislative compliance with sector codes that regulate both supplier and enterprise development; monitor drive toward supplier diversity by focusing on new entrants to the Exxaro value chain, as well as the social impact of the enterprise development strategy, including new jobs created and beneficiaries supported|
|Significant skills and experience (10+ years, in–depth, main focus area, weekly use of skills, line accountability)|
Committee KPIs are discussed in each committee report.
Formal evaluations of the board, committees and individual directors, including the chair and committee chairs, are performed at least every second year by an independent third party. In the review period, the assessment used an electronic survey process administered by the group company secretary as well as a qualitative assessment approach.
This evaluation process is twofold: to review the governance system and processes supporting effective leadership and, secondly, to assess group and individual performance against set criteria. The outcome of the board evaluation process is shown below:
Observations were ranked as follows: 1 – poor 2 – needs some improvement 3 – satisfactory 4 – good 5 – meets best practice
|Performance out of five|