Exxaro report selector 2019

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Exxaro Resources Limited
Environmental, social and governance report

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King IVTM compliance

Our detailed assessment of compliance to King IVTM is set out in the table below:

Number Principles   Applicable policies and processes
Ethical culture

1.1 The governing body should set the tone and lead ethically and effectively.  
  1. Board charter (reviewed in 2019, addition of a board code of conduct in fourth quarter of 2019)
  2. Social and ethics committee terms of reference (reviewed in 2019 and first quarter of 2020)
  3. Appointment of directors after assessment of skills and competence as well as thorough background checks by remuneration and nomination committee
  4. Group-wide roll out of anti-bribery and corruption (ABAC programme)
  5. Group-wide roll out of the conflict of interest policy and system
    The governing body should ensure that the organisation is a responsible corporate citizen.  
  1. Sustainability KPIs are ranked equally with financial KPIs to track the achievement of strategic objectives
  2. KPIs are monitored quarterly by the board and respective board committees
  3. Sustainability KPIs include environmental, social, compliance and human capital
  4. The growth strategy of Exxaro includes social impact investments to ensure an equitable society is created
  5. A climate position statement has been formalised to articulate our aspiration of a Just Energy Transition
Performance and
value creation

2.1 The governing body should lead the value creation process by appreciating that strategy, risk and opportunity, performance and sustainable development are inseparable elements.  
  1. Strategy is reviewed and approved annually by the board
  2. Sustainability KPIs are reviewed and approved annually by the board
  3. Strategic deep dive is conducted every two years
  4. Strategic risks are assessed annually
  5. KPIs are linked to all materials issues and risk thresholds are attached to every KPI
  6. The performance against every KPI is tracked quarterly
  7. Enterprise risk management framework and risk appetite approved by the board
  8. Impact of external and internal events are monitored for effect on the strategic risk profile
    The governing body should ensure that reports and other disclosures enable stakeholders to make an informed assessment of the performance of the organisation and its ability to create value in a sustainable manner.  
  1. The integrated report is based on “integrated reporting” that happens throughout the year
  2. The integrated report sets out the strategic objectives, the business model, the material issues that impacts the business, the risks that prevents the organisation from achieving its objectives
  3. The sustainability, risk and compliance committee oversees the integrated reporting process
  4. Material issues are assessed annually and financial materiality is reviewed by the audit committee
  5. The integrity of the integrated report is reviewed by the audit committee
  6. The integrated report and the annual financial statements are approved by the board annually
Adequate and effective control

3.1 The governing body should serve as the focal point and custodian of corporate governance in the organisation.  
  1. Corporate governance remains the accountability of the board as a whole
  2. King IVTM gap analysis conducted internally in 2019
  3. King IVTM internal audit review conducted in 2019, with no material findings
  4. Governance is a standing agenda item at every board meeting
  5. Corporate governance is entrenched throughout the organisation in all levels of decision making
  6. Board charter reviewed annually
  7. Board governance sessions are conducted twice a year and are mandatory for directors and executive management
  8. Subsidiary directors receive formal training on an annual basis
  9. ESG forms part of the executive management STIs and LTIs
    The governing body should ensure, in its composition, a balance of the skills, experience, diversity, independence and knowledge needed to discharge its role and responsibilities.  
  1. The remuneration and nomination committee ensures that the composition of the board has the appropriate level of skills, experience, diversity and independence
  2. Remuneration and nomination committee terms of reference reviewed in 2017 and again in 2019
  3. An approved skills and experience matrix facilitates the appointment of directors
  4. Race and gender targets are approved by the board
  5. A formal appointment letter is given to the director on appointment
  6. A declaration of outside interest is made on appointment and reviewed annually, and declarations are also made before any meetings commence
  7. A lead independent director is appointed by the board
  8. A formal division exists between the duties of the CEO and the chair as per the board charter
  9. Board charter was reviewed in 2017 and again in 2018
    The governing body should consider creating additional governing structures to assist with balancing power and effective discharge of responsibilities without abdicating accountability.  
  1. The board has delegated certain powers to the following committees: audit; social and ethics; sustainability, risk and compliance; remuneration and nomination; and investment
  2. All board committees have formally approved terms of reference reviewed in 2017 and 2019
  3. The composition of board committees is assessed annually
  4. The composition of committees complies with the Companies Act, memorandum of incorporation, King IVTM and the terms of reference of every committee
    The governing body should ensure that the appointment of and delegation to competent executive management contributes to an effective arrangement through which authority and responsibilities are exercised.  
  1. A clear division of power between the CEO and the chair as per the approved board charter
  2. The performance of the executive is monitored by the board
  3. Formal terms of reference exist for the executive committee
  4. Delegation of authority is approved by the board and reviewed at least annually
  5. The company secretary is appointed by the board
  6. The performance of the company secretary is assessed annually
    The governing body should ensure that the evaluation of its own performance and that of its committees, its chair and its individual members supports continuous improvement in its performance and effectiveness.  
  1. A thorough independent assessment was conducted in 2019 through questionnaires and one-on-one interviews
  2. A formal assessment is conducted by the chair
  3. A formal implementation plan to address potential short comings is overseen by the chair
    The governing body should govern risk and opportunity in a way that supports the organisation in defining core purpose, and to set and achieve strategic objectives.  
  1. The enterprise risk management framework is approved by the board and periodically reviewed
  2. Strategy, risk, risk appetite and performance are linked via the strategic performance dashboard
  3. Independent assurance of the risk management process is conducted annually
    The governing body should govern technology and information in a way that supports the organisation in defining core purpose and to set and achieve strategic objectives.  
  1. IT governance is formally delegated by the audit committee to the IM steering committee
  2. The IM steering committee has formal terms of reference and its scope includes review of IT strategy in support of the overall business, review of IT risks, IT audit findings and IT compliance
  3. The IM steering committee reports quarterly to the audit committee
    The governing body should govern compliance with laws and ensure consideration of adherence to non-binding rules, codes and standards.  
  1. The compliance policy is formally approved by the board
  2. The compliance process is fully integrated with the risk process
  3. Compliance awareness of high legal risks is conducted annually
  4. The compliance process is independently assured annually
  5. Control self-assessment questionnaires were developed to allow managers to assess compliance with licence to operate requirements
    The governing body should ensure that the organisation remunerates fairly, responsibly and transparently to promote the creation of value in a sustainable manner.  
  1. The remuneration strategy and policy is determined by the remuneration and nomination committee
  2. The remuneration policy is voted on at the AGM
  3. Formal engagement takes place with shareholders
  4. The remuneration policy was independently assessed and the STI and LTI principles were changed after engagements with shareholders
    The governing body should ensure that assurance results in an effective control environment and integrity of reports for better decision making.  
  1. The internal audit charter and plan is approved by the audit committee
  2. The external audit plan is approved annually by the audit committee
  3. The internal and external audit report is risk-based
  4. Combined assurance, with formally approved terms of reference, ensures the coordination of all assurance activities
  5. All findings are monitored by the audit committee
  6. Internal audit performance forms part of the KPIs of every executive team member
  7. A CAE is appointed internally, independent of management and chairs the combined assurance forum
Trust, good reputation and legitimacy 4.1 As part of its decision making in the best interests of the organisation, the governing body should ensure that a stakeholderinclusive approach is adopted, which takes into account and balances legitimate and reasonable needs, interests and expectations.  
  1. A formal stakeholder policy is approved by the board
  2. Stakeholder relations are monitored by the social and ethics committee
  3. Stakeholder affairs is holistically managed by an executive that is adequately resourced
  4. All operations have an approved stakeholder engagement plan
  5. All directors attend the AGM

Our board assumes ultimate accountability and responsibility for the performance and affairs of the company and, in doing so, effectively represents and promotes the legitimate interests of the company while, as a responsible corporate citizen, also taking into consideration the legitimate interests and expectations of its material stakeholders and thereby making a positive contribution to society.

The board exercises its leadership role by:

  • Steering the group and setting its strategic direction
  • Approving policy and planning that gives effect to the strategic direction
  • Overseeing and monitoring the implementation and execution thereof by management
  • Ensuring accountability for performance by means of, among others, reporting and disclosure.

The board confirms that it has complied in all material aspects with the Companies Act, 2008 (Act 71 of 2008) (the Companies Act), the memorandum of incorporation and the JSE Listings requirements for the period under review.

1. Ethical culture

“Integrity is a key principle underpinning good corporate governance. Put clearly, good corporate governance is based on a clear code of ethical behaviour and personal integrity exercised by the board, where communications are shared openly.”

Judge M Jajbhay in the case of South African Broadcasting Corporation Ltd and Another v Mpofu (A5021/08) [2009] ZAGPJHC 25; [2009] 4 All SA 169 (GSJ) (11 June 2009).

The principle finds centre stage with our board and sets the tone for an ethical culture within the company and the group. The board monitors ethical culture within the group through its reporting structures, which include two board committees: the social and ethics committee and the audit committee, as well as the ethics committee which is a management committee.

Ethics involves applying moral standards – standards of good, right and fair conduct – which are supported by our values in order to shape the decisions and actions of individuals within the company in the pursuit of our business objectives. In pursuit of the company’s vision to outperform the mining and mineral sector in creating value for all stakeholders through exceptional people and superior processes, the conduct of the company’s businesses and its employees are characterised by the following fundamental values:

  • Empowered to grow and contribute
  • Team work
  • Honest responsibility
  • Committed to excellence.

The values have been developed for the benefit of the company and its employees to guide the moral way of acceptable and responsible behaviour without which business life cannot be sustained. Everyone within the group is therefore motivated to act ethically with accountability and against misconduct in order to build a safe and healthy working environment.

Code of ethics

As the board assumes the responsibility for the governance of ethics, it also sets the direction for manner in which ethics should be approached and addressed by the organisation. Following a group-wide assessment, the board approved and endorsed a revised code of ethics in September 2018, which expressed the board’s commitment to comply with the letter and spirit thereof. The revised code of ethics was rolled out within the group throughout 2019.

The code of ethics is read in conjunction with all the company’s policies and procedures, with specific reference to the following policies that supports the establishment of an ethical culture:

  • Exxaro anti-bribery and corruption policy
  • Exxaro conflicts of interest policy
  • Exxaro fraud prevention policy
  • Exxaro fraud investigation process policy
  • Exxaro fraud response policy
  • Exxaro gifts and benefits from suppliers policy
  • Exxaro recruitment and selection policy
  • Exxaro whistleblowing policy.

Fraud and ethics hotline

As part of our ethical culture, Exxaro encourages all employees and stakeholders to report any suspected fraud or corruption on its fraud and ethics hotline, which is managed independently and reported through the ethics committee to the social and ethics committee.

Board charter and code of conduct

Our board charter and code of conduct (board charter) regulates the parameters within which the board operates and ensures the application of the principles of good corporate governance in all dealings by, in respect and on behalf of, the company and the group, and sets out the roles and responsibilities of the board and individual directors, including the composition and relevant procedures of the board. Our board charter is subject to an annual review to ensure it remains relevant to the business objectives of the company and aligned with best practice.

Due to the importance of our board charter, the chairman of the board requested the chairman of the audit committee and the chief executive officer to benchmark the governance responsibilities and adequacy of resources, including independence and objectivity of the risk and assurance functions in the organisation. This was done with a view to ensure that the risk management function is a robust second line of defence, overseen by a chief risk officer. Furthermore that the risk function should be separated from the assurance function, which should be independent and have a direct reporting line to the audit committee. The request culminated from the many corporate failures globally and locally as well as the associated risks. An amended board charter was subsequently approved by the board following the external review.

The board charter requires that all members of the board must be individuals of calibre and credibility with the necessary skills and experience. In this regard, the remuneration and nomination committee (remco) must ensure continuity of directorships and undertake succession planning on behalf of the board, which includes the identification, mentorship and development of future candidates. Engagement with shareholders takes place regarding the required skills, competencies, gender and diversity targets required for the effective functioning of the board.

A formal succession planning process commenced during February 2020 where the skills, experience and independence of every board committee member were assessed against the specific requirements of every board committee. During the one-on-one interviews scheduled by the chairman with individual board members, it was confirmed that the vast majority of members would be available to act as board members for the foreseeable future.

Exxaro recognises that the skills complement needed to be reviewed continuously together with the annual review of the strategy, and frequently engaged with the broader stakeholder community in this regard.

The board charter also sets the requirement that new directors on appointment must undergo an induction programme to facilitate their understanding of the business and regulatory environments and markets in which the company and the group operates. This programme is facilitated by the group company secretary and includes, inter alia, information and guidance on:

  • Group structure and business objectives
  • Financial performance of the business
  • Reciprocal expectations
  • Familiarisation through site visits and consultation with senior management
  • Corporate policies and procedures, information on directors’ roles and responsibilities in terms of legislation, regulatory requirements and best practice.

Furthermore, in terms of the board charter, all directors are required to undergo continuing professional development, as approved by the board, from time to time on recommendation by the remco, and to attend regular briefings as arranged by the company on changes in legislation, governance and the business environment. During the year under review, considerable emphasis was placed on training in the following roles of the board:

  • Integrated reporting
  • Strategy process and the introduction of foresight as a technique for scenario planning
  • Climate change
  • Social impact
  • Management innovation.

Avoiding conflicts of interest

In addition to the King IVTM principles, the Companies Act also places specific duties on directors and prescribed officers in relation to the disclosure of personal financial interests. In order to give effect to ethical and responsible leadership as well as effective governance practices, a revised conflict of interest policy was adopted and rolled out within the organisation. This policy places a responsibility on directors, prescribed officers and employees to avoid conflicts of interest. The responsibility does not end with individual employees, prescribed officers and directors but extends to their close family and related parties as defined in the Companies Act.

Directors and prescribed officers are obliged to provide the group company secretary annually with a general declaration of all outside interests in accordance with the group-wide conflict of interest policy, which is aligned with King IVTM and section 75(4) of the Companies Act. In addition to the general declaration of outside interests, an item dealing with declarations of interests at the beginning of each meeting appears on every executive committee, board and board committee agenda at which time all attendees are required to formally declare (and recorded in the minutes as such) that none of them nor their related parties have any personal financial interests in any matter on the agenda. A director or prescribed officer is similarly required to indicate any personal financial interest in a matter that is to be decided by written resolution by informing the group company secretary.

Supplier code of conduct

The group also has a supplier code of conduct that communicates standards that Exxaro regards as mandatory for its suppliers and requires all Exxaro suppliers to live up to this code. These mandatory standards are reflected in the code:

  1. safety, occupational health and hygiene: ensure adequate compliance with safety, health and hygiene legislation and implement best practices to protect the safety, health and hygiene of their workforce and stakeholders
  2. HIV/Aids and tuberculosis: support the battle against HIV/Aids and tuberculosis (TB) by implementing programmes to improve awareness
  3. environmental responsibility: demonstrate compliance with applicable environmental legislation
  4. transformation and empowerment: strategies, action plans and systems for guiding, monitoring, reviewing and evaluating the progress of their transformation and empowerment programmes
  5. social: contribute to the social development and improvement of the communities in which they operate
  6. labour standards: ensure that their businesses comply with all national statutory and regulatory requirements for labour and industrial relations management
  7. business ethics and governance: when conducting business dealings with the group, suppliers are obliged to report any suspicion of an act of fraud, corruption or embezzlement to the fraud and ethics hotline. Corruption, extortion or embezzlement, in any form, are strictly prohibited and will be investigated and appropriate actions will be taken
  8. material stewardship: collaborate with the company in implementing effective and appropriate value chain initiatives that ensure that all types of waste, water and energy are reduced or eliminated at source by practices such as modifying production, maintenance and facility processes, materials substitution, conservation, recycling and reuse
  9. value adding: participate in continuous business improvement initiatives and suggest product improvements that contribute to Exxaro’s operational efficiency goals
  10. service delivery: suppliers are subject to ongoing performance assessments by monitoring, evaluating and providing feedback on supplier performance
  11. access control and medical surveillance: to ensure that their personnel who, in the course of their work, comply with the company’s non-employee identification process when accessing any Exxaro premises.

Responsible corporate citizenship

As the organisation is an integral part of society, the board assumes the responsibility for corporate citizenship by setting the direction and ensuring that the company’s responsible corporate citizen efforts include compliance with the Constitution of South Africa (including the Bill of Rights), the law, leading standards, and adherence to its own codes of conduct and policies. The board therefore has oversight of the organisation’s strategy and conduct, and it ensures that these are congruent with being a responsible corporate citizen.

Continued training at strategic, tactical and operational level ensures that every director and employee understands the importance of good corporate governance and that all need to play a part in ensuring the group acts as a responsible corporate citizen.

2. Performance and value creation


The company’s short, medium and long-term strategy, as formulated and developed by management, must be approved by the board. In considering a proposed new strategy for approval, the board would consider it with reference to, among others, the following:

  • Timelines and parameters which determine the meaning of short, medium and long term respectively
  • Risks, opportunities and other significant matters connected to the triple context in which the organisation operates
  • Extent to which the proposed strategy depends on the resources and relationships connected to the various forms of capital
  • Legitimate and reasonable needs, interests and expectations of material stakeholders
  • Increase, decrease or transformation of the various forms of capitals that may result from the execution of the proposed strategy
  • Interconnectivity and inter-dependence of all of the above.

In formulation of a new strategy for the company, the board engaged with the executive and senior management in several strategy sessions throughout the year. The board therefore appreciates that the company’s core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process. The insight that conditions are changing and that there is a need to become future-fit is used to drive decisions and measure transition going forward.


The board ensures the integrity of the company’s integrated report as well as the alignment thereof with best practices in the area of integrated reporting, including any other reporting done by the company from time to time. The Exxaro sustainability key performance indicators are assured annually by PwC prior to publication.

The board also oversees and signs off on the full suite of Exxaro reports, which includes:

  • Annual financial statements
  • Integrated report
  • ESG report.

Other online or printed information or reports are issued as necessary to comply with legal requirements and/or to meet the legitimate and reasonable information needs of material stakeholders. Reports issued by the organisation strive to enable stakeholders to make informed assessments of the organisation’s performance as well as its short, medium and long-term prospects.

  Our climate change position statement is available on our website (www.exxaro.com).

Performance evaluation

The board of Exxaro requested that an independent evaluation be done in respect of the performance and effectiveness of the board, its committees and specific individuals. The purpose was to also identify and record possible areas for strengthening and/or refinement while taking into consideration internal and external dynamics, and factors that may positively or negatively impact on the board’s ability to enhance its performance and effectiveness in these areas.

Performance and transformation

The board leads the value creation process through strategy, risk and opportunity, performance and sustainable development. The following awards confirms the performance and value creation:

  • The company qualified as one of South Africa’s top performing companies in the mining sector in 2019. Top performing celebrates fast-growth organisations in the private and public sectors. The achievement is based on a variety of criteria including annual turnover, growth, competitiveness as a market leader, quality of operations and social economic development initiatives.
  • The company also received a top empowered company certificate in recognition of the organisation’s commitment to transformation during 2019. As transformation is a core focus of the company, Exxaro continues to lead the way with people development initiatives and strategic transaction decisions designed to make a meaningful contribution to the development of a prosperous South African society in its entirety.
3. Adequate and effective control

Our corporate governance structure

The Exxaro corporate governance structure supports the group’s ability to create value in the short, medium and long term. The structure is constantly assessed to ensure agile decision making and supporting different business requirements within the organisation. Through this structure, the board exercises effective control, and builds and protects the organisation’s reputation and legitimacy. We consider good corporate governance as the responsibility of our board and the executive management as well as all our employees.

As Exxaro recognises the integral link between strategy, operating model and the corporate governance structures, the company continuously evaluates and monitors these elements to ensure that it is fit for purpose and that it drives shareholder value.

Our corporate governance structure

  Board committees  

Accountability to shareholders and stakeholders

Audit committee Investment review
Remuneration and
Social and ethics
Sustainability, risk
and compliance
To fulfil the statutory functions as set out in section 94 of the Companies Act and provide independent oversight of the quality and integrity of the company’s financial statements and related public announcements, integrated reporting process, qualification and independence of the external auditor, among others To monitor and report to the board on material acquisition, merger/ investment or disposal opportunities and ongoing material transactions and matters related thereto in the scope of strategy To assist the board in ensuring that the group remunerates fairly, responsibly and in a transparent manner so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term To fulfil the statutory duties as set out in regulation 43 to the Companies Act, oversee and report on organisational ethics, responsible corporate citizenship, sustainable development and stakeholder relationships, among others, specifically tasked with evaluating the social impact strategy of the company To oversee the company’s consideration of and performance on all material non-financial issues, including social, risk, compliance, safety, health and environmental issues, and to ensure these are integrated into strategy and economic performance

Governance framework through delegations, policies, processes and systems

  Executive leadership  

Detailed reports from each of the board committees are on Audit committee report, Investment committee report, Remuneration and nomination committee report, Social and ethics committee report and Sustainability, risk and compliance committee report.

The board retains full and effective control over the business and affairs of the company and the board does not assume the functions of management, which remain the responsibility of the executive directors, prescribed officers and other members of senior management.

Group governance framework: Subsidiary companies

The board, on behalf of the company, recognises the statutory and fiduciary duties of the directors of subsidiary companies and in particular their duty to act in the best interests of the subsidiary company at all times whether or not the director is nominated to the board of the subsidiary company by the company (in its capacity as holding company). In the case of a conflict between the duties of a director to a subsidiary company and the interests of the company, as holding company, the duties of the director to the subsidiary company must prevail.

To the extent provided for in the formal delegation of authority framework, adopting and implementing policies and procedures of the company as holding company in the operations of the subsidiary company should be a matter for the board of the subsidiary company to consider and approve, if the subsidiary company’s board considers it appropriate.

As part of the formal delegation of authority framework and its regular review process, the board shall consider and articulate the holistic group governance framework to effectively describe and give effect to its direction on relationships and the exercise of authority across the group.

The board has requested a phased review of the group governance framework in 2020 following the approval of a new strategy for the company.

Delegation of approval framework

The Exxaro delegation of approval framework and policy are reviewed continuously to ensure agile decision making that provides direction and clear delegation of power to management. This framework is also adopted by our subsidiary company boards and implemented throughout the group.

The purpose of the framework is to:

  • Ensure that the board’s authority to exercise all of the powers and perform any of the functions of the company are appropriately delegated where required in terms of the Companies Act, King IVTM and the board charter
  • Ensure, within the Group, that the delegations to management contribute to role clarity and the effective exercise of authority and responsibilities
  • Empower individuals to create shareholder value
  • Provide an efficient, effective, transparent and auditable set of rules of delegation for the individuals occupying specific positions.

The board is satisfied that the delegation of authority framework contributes to role clarity and the effective exercise of authority and responsibilities.

Technology and information

Technology and information management are governed by the board in a way that supports the organisation setting and achieving its strategic objectives. As information management and the governance thereof form an integral part of the overall enterprise governance, the board adopted the following policies:

  • Acceptable use of information, communication and technology (ICT) equipment policy in order to protect our employees, partners and the company from illegal or damaging actions: This policy applies to the use of information, electronic and computing devices, and network resources to conduct business with internal networks and business systems
  • Management framework for information and communications technology (ICT) governance: A formal framework, this provides structure to ensure IM investments support business objectives by aligning the IM strategy with the business strategy.

Enterprise risk management

Exxaro’s enterprise risk management provides a framework and process for all types of risk management, regardless of risk or impact type at all levels of the organisation. The same terminology and assessment mechanism are used for finance, projects, safety and operational risk management. One set of risk names are used, one impact scale and one likelihood that cut across all the different disciplines to ensure that management concentrate their efforts and resources on material activities.

The company has linked all assurance activities and material issues to ensure that the company reduces assurance cost and derives greater value from auditing controls. Exxaro currently uses a tracking and monitoring system to afford transparency of all audit findings that need to be closed out. The findings are reported by the chief audit officer directly to the audit committee.

The risk management function, through the combined assurance model, coordinates with internal audit to obtain evidence on the effectiveness of treatment/control activities in achieving the desired/planned risk treatments. Through the combined assurance model, assurance providers such as internal audit, sustainability KPI audits and external assurance providers, self-assessments and accreditation reviews monitor the effectiveness of significant risk treatments and compliance with regulatory requirements, non-binding rules, codes and standards that the company has adopted as well as policies and procedures.

The board is satisfied that the company and group have a mature risk process that ensures identification of risks that may impact on the strategic objectives that management pursue in creating shareholder value.

  For more information on our material matters and risks, please see page 6 of this report. Alternatively, please see our integrated report at https://www.exxaro.com/investor/ integrated-reports2019/index.php.


As an organisation, the group is committed to maintaining high standards of integrity, professionalism and ethical behaviour in all its relationships. While it is Exxaro’s aim to comply with all relevant legal requirements in jurisdictions of its operation, it is equally important to stress that the law serves as a minimum standard of conduct. Beyond complying with the law, it is important that each director and employee is sensitive even to the appearance of improper conduct, asking first if our actions are honest and responsible.

The group’s compliance philosophy is captured in a compliance policy that supports the organisation being an ethical and responsible corporate citizen, and seeks to create sustainable value for all stakeholders by striving for operational efficiency, growth and regulatory compliance within the framework of a responsible corporate citizen.

The regulatory environment within which the group operates are continuously revisited in order to assess the robustness of the regulatory universe, which has also been refocused to ensure that regulatory instruments are prioritised from a licence to operate risk perspective.

Electronic control self assessments have been created for prioritised legislation included in the regulatory universe. The control self assessments are high-level questionnaires that are utilised to provide a view on the level of compliance at functional and business unit level. The results of these assessments seek to provide a basis for the company’s Compliance Assurance Plan as well as intervention efforts required to assist the functions and business units to improve the level of compliance.

The board is kept abreast of the latest national and international regulatory developments via formal reports presented by the legal department to ensure group-wide compliance.

Strategic performance dashboard

We use a strategic performance dashboard to measure whether the company is on track to achieve its strategic objectives. This is a practical tool that was developed to add value and assist the company and the board in understanding the licence to operate requirements as part of the broader materiality concept and the development of KPIs to measure compliance with these requirements. Reporting on the status of the strategic dashboard is done at each of the board and the board committee meetings throughout the year to assist the board in tracking the achievement of the strategic objectives.

  See Strategic performance dashboard for more information.
4. Trust, good reputation and legitimacy

Stakeholder engagement

In support of the company’s purpose of powering better lives in Africa and beyond, the company continues to work towards improving the quality of our relationships with stakeholders and building long-term, stable and trusting relationships that will create shared value for all our stakeholders.

  More information on our stakeholder engagements can be found on Stakeholder review of this report.


The AGM minutes of the company can be made available on request.

Apply and explain

As King IVTM has moved to “apply and explain” as a way of supporting a claim that good governance is practised, the table above sets out each principle together with an explanation of steps taken as well as policies and processes relating to the principles supporting Exxaro’s claim of practising good corporate governance.