Integrated report 2019
Exxaro Resources Limited
Environmental, social and governance report
Mr LI Mophatlane
Chairman
Dear shareholders,
I am pleased to present the investment committee report for the year ended 31 December 2019
The committee has an independent role in terms of which it operates and makes recommendation s to the company's board, monitors on behalf of and reports to the board on material acquisition, merger/investment or disposal opportunities and ongoing material transactions and matters related thereto in the scope of Business of Tomorrow. Investments that relate to coal operations and materials of the future are not reviewed by this committee.
It also has an oversight role over the Business of Tomorrow steering committee, being a management committee, where that committee is required to report on its portfolio to this investment committee on a quarterly basis.
Members of the committee are appointed by the board, on recommendation of the remuneration and nomination committee. The board ensures there is a balanced blend of skills and experience to enable the committee to discharge its functions and will consider the need for ad hoc invitees with the necessary technical experience to assist members in their technical deliberations. The committee may therefore, in the execution of roles and responsibilities, co-opt third-party advisers to assist members in their deliberations and decisions.
The committee, at all times, consisted of five independent non-executive directors for the review period. In addition, the chief executive officer, finance director, general manager: Business of Tomorrow are permanent invitees to meetings.
Three meetings were held by the committee, one being a special meeting. Our committee attendance of 100% for the period illustrates a high level of commitment and engagement by our committee members.
The following table provides an overview of designations and attendance since appointment.
| Name | Designation | Attendance since appointment (%) | |
| Mr LI Mophatlane | Independent non-executive director and chairman | 100 | |
| Mr MJ Moffett | Independent non-executive director | 100 | |
| Mr EJ Myburgh | Independent non-executive director | 100 | |
| Mr V Nkonyeni | Independent non-executive director | 100 | |
| Ms A Sing | Independent non-executive director | 100 | |
| Mr PCCH Snyders | Independent non-executive director | 100 |
The committee considered and provided strategic guidance regarding the proposed acquisition of the 50% equity stake of Tata Power in Cennergi, an incorporated joint venture, following an indication from Tata Power that the company wished to dispose of its interest in Cennergi.
Independent experts were appointed to conduct a review of the company's Business of Tomorrow strategy and, in particular, the company's execution capabilities in fulfilling its mission, which was to meaningfully diversify Exxaro beyond mining. Following an in-depth review of the Business of Tomorrow strategy, and the amendment of the current mandate, the current activities of the investment committee were suspended on 27 May 2019.
Key performance indicators
| KPIs in 2019 | Evaluation | |
| Track the Business of Tomorrow investment portfolio and the achievement of milestones | Achieved | |
| Approve a risk appetite for Business of Tomorrow investments in line with the group risk appetite | Achieved | |
| Recommend investment decisions to the board in line with the Exxaro strategy | Achieved | |
| Review the risk profile of the Business of Tomorrow function, the risk profile of proposed investments as well as the risk profile of operations such as Aquicure | Achieved | |
| Track the Business of Tomorrow investment portfolio and the achievement of milestones | Achieved | |
| Approve a risk appetite for Business of Tomorrow investments in line with the group risk appetite | Achieved |
The committee, in carrying out its duties, has due regard to the principles and recommended practices of King IV™. The committee is satisfied it has considered and discharged its responsibilities in accordance with its terms of reference.
On behalf of the committee
Mr LI Mophatlane
Chairman
Pretoria
20 April 2020
