Remuneration and nomination committee report

Dear shareholders,

I am pleased to present the remuneration and nomination committee report for the year ended 31 December 2019

Role and purpose

The remuneration and nomination committee is constituted as a committee of the board of directors of the company in terms of section 72 of the Companies Act, the company's memorandum of incorporation, the JSE Listings Requirements and King IV^TM.

The role of this committee is to provide an independent and objective oversight to assist the board in ensuring that the group remunerates fairly, responsibly and in a transparent manner so as to promote the achievement of the company's strategic objectives and positive outcomes in the short, medium and long term.

The remuneration and nomination committee is responsible for determining the specific remuneration packages of executive directors of the company and the group company secretary, based on the principles of the approved remuneration policy. It furthermore considers the results of the performance evaluation of the chief executive officer and the finance director, as directors and as executives, as well as that of the group company secretary, in determining their remuneration.

It is also this committee's responsibility to annually review the board structure, size and composition, and to make recommendations to the board with regard to any adjustments that are deemed necessary based on King IV^TM as well as the targets set for race and gender representation. It has a similar responsibility in respect of the composition of all committees of the board.

Composition

The board ensures that members of this committee have a suitably balanced blend of skills and experience to enable the committee to discharge its functions. The committee consists of a majority of independent non-executive directors. Attendees include the chief executive officer, finance director, executive head: human resources and other individuals with specific skills and expertise to assist members in their deliberations.

Meetings

Four meetings were held by the committee during 2019. Committee attendance throughout the year illustrates high levels of commitment and engagement by our committee members. The following table provides an overview of member designations and attendance since appointment.

Name	Designation		Attendance (%)
Mr EJ Myburgh	Independent non-executive director and chairman		100
Ms GJ Fraser-Moleketi	Independent non-executive director		100
Mr VZ Mntambo	Non-executive director		100
Mr J van Rooyen	Independent non-executive director		100

2019 in overview

Supporting value creation through the following strategic focus areas:

• Nomination responsibilities
  

  As part of the annual review of the board composition, this committee considered the rotation of directors as well as the succession plan for key positions on the board and the company's executive directors. In addition, the committee also conducted formal assessments of all independent non-executive directors who have served for longer than nine years and reported to the board on the outcome of such assessment.

  The board has recognised the importance and promotion of broader diversity at board level, specifically focusing on the diversity attributes of gender, race, culture, age, field of expertise, skills and experience. The new appointments to be made to the board, following the resignations of two of our female directors, will apply the policy of broad diversity in the nomination of new directors to the shareholders for appointment.

• Remuneration responsibilities
  Throughout the year, various matters were considered by the committee relating to its remuneration responsibilities, which included non-executive director remuneration review, adjustments of guaranteed remuneration of the chief executive officer, vesting of share incentive scheme, reward allocations, payment of short-term incentives, special performance awards and wage negotiation agreements.

Remuneration policy review

The Exxaro remuneration philosophy and policy were submitted for an independent review, following which the committee considered the recommendations and implementation plan. The committee also considered the feedback from the investor roadshow on the remuneration philosophy and policy as well as the implementation plan.

Chief executive officer and finance director performance assessment

The committee considered the results of the performance evaluation of the chief executive officer and the finance director, as directors and as executives, as well as that of the group company secretary, in determining their remuneration. Details of the assessments are included in the remuneration report.

Other key issues that received attention during the year

• Workforce transformation journey
  The company recognises that employment equity is an important part of its implementation plan to achieve new targets set by the Mining Charter, 2018 and B-BBEE Act, 2003 (Act 53 of 2003). The committee, together with the social and ethics committee, provided inputs and supported the organisation's workforce transformation journey.
• Targeted voluntary packages
  

  Additional targeted voluntary packages were offered to white male and female employees at the company's head office, and white male employees at the mining operations, with the objective of closing the gender gap as well as to achieve new transformation targets. The process was monitored by this committee.

  In addressing the workforce demographic representation, management has been requested to ensure that the skills loss risk is mitigated across the organisation. A total of 225 targeted voluntary package applications were approved, based on the availability and readiness of employment equity successors in the internal pipeline and external market, the exit date and level of criticality of the position.

• Gender charter and policy
  The committee took note of the findings and recommendations made in terms of gender mainstreaming and gender transformation, as contained in the report by the Commission for Gender Equality. In this regard, management was requested to formulate a gender equality charter and policy to guide senior managers and other responsible officials in driving gender mainstreaming and the transformation process. Over and above other actions, to also develop programmes of education, awareness raising and training of employees regarding their responsibilities in promoting gender mainstreaming and transformation.
• Remuneration philosophy and policy
  

  Feedback was given to this committee following on the engagement with institutional investors to understand and address their concerns regarding the Exxaro remuneration policy. The committee requested management to re-visit the remuneration policy and implementation plan to include KPIs to address social impact within the various areas of responsibility and also requested that performance criteria in respect of ESG be highlighted in the strategic performance dashboard.

  This was done after a remuneration governance roadshow was convened (following the vote at the AGM of 2019) with institutional investors during the month of October to ensure that shareholder concerns were incorporated into the revised remuneration philosophy and policy of Exxaro.

• Diversity and inclusion strategy and implementation plan
  Management submitted a diversity and inclusion implementation plan aimed at a more flexible workplace, which allowed for a thriving workforce and communities where everybody was treated equally and respected for their contribution. The diversity and inclusion implementation plan addressed a business imperative, moral imperative and, at the same time, achieving the compliance targets as set by the Department of Trade and Industry and the mining charter. The committee supported the diversity and inclusion strategy implementation plan over the period 2019 to 2022 as an integrated approach and inclusive framework, which supports the business strategy.
• Wellness
  Employee wellness is recognised as being essential to the group's success as it impacts on culture, resources and productivity. As the focus was shifting from training and awareness on financial literacy to general wellbeing, the committee requested management to introduce a counselling component to employees.
• Terms of reference
  The committee's terms of reference were reviewed by external assurance providers to benchmark the governance responsibilities and adequacies in terms of independence and objectivity due to the many corporate failures globally and locally. The recommendation to closer align the terms of reference of all the board committees was executed and submitted to the board for approval.

Key performance indicators

KPIs in 2019		Evaluation
Review remuneration and nomination committee KPIs quarterly and understand management plans for out of appetite KPIs and periodically review management plans		Achieved
Review the remuneration philosophy and policy and ensure implementation of the Deloitte recommendations, including whether Exxaro's employees are remunerated adequately		Achieved
Review whether a gender-based disparity gap exists		Achieved
Review the Exxaro people strategy and ensure alignment with the Exxaro strategy (including workforce of the future strategy)		Achieved
Review whether FullCo (full calendar operation system shift) is achieving the desired objectives		Achieved
Review the employment equity plan in support of the overall Exxaro strategy		Achieved
Track the implementation of the new Exxaro culture journey		Achieved

KPIs in 2020

Remuneration committee		Nomination committee
Review whether the current remuneration and nomination committee KPIs are still relevant and in line with the new approved strategy and consider new ESG targets for STI and LTIP		Consider skills and experience requirements of the board in light of the proposed new strategy
Once approved, review remuneration and nomination committee KPIs quarterly and understand management plans for out of appetite KPIs and periodically review management plans with enhancements requested in 2019		Consider the size of the board and capacity of board members
Oversee the review of the remuneration philosophy and policy for adoption by the board and ultimate adoption by shareholders and consider the recommendation by investors as solicited in the 2019 remuneration roadshow		Consider the independence of board members
Review non-executive director remuneration, especially the gap between the current committees		Consider nominees for appointment to the board in light of the vacancies
Review the Exxaro people strategy and value proposition		Conduct the required fit and proper assessment of board members for approval by shareholders
Review workforce transition requirements to support the new Exxaro strategy		Conduct board succession planning

Performance evaluation

The effectiveness and performance of the committee was independently evaluated during the reporting period. Generally, the committee seems to be satisfied with its performance and effectiveness.

Herewith the themes that formed part of the assessment (four being the highest rating representing "In line with best practice" and one "needs significant improvement") and the ratings achieved

Highlights of the assessment were:

• Reviewing the KPIs quarterly, understanding management plans for out of appetite KPIs and periodically reviewing management plans (including the mining charter and B-BBEE targets): average rating of 3.33
• Not only is this the highest rated theme but the lowest rating received for this theme is 3.25 — it is evident that the members are very satisfied with the culture in this committee, which is evident as:
  • relationships and communication within the committee are constructive and built on mutual trust and respect (average rating of 3.75)
  • all members freely speak their minds on key points (average rating of 3.50)
  • there is a sufficient level of independence in the deliberations and decision making in meetings of the committee (average rating of 3.50)
  • the committee and the CEO have created a relationship that promotes open and frank discussion between the committee and management (average rating of 3.50)
  • members are generally independent, enthusiastic, informed and fully committed to serving on the committee (average rating of 3.25).

The following matters were noted as those which the committee conducted correctly during the period under review:

• Remuneration review
• Executive succession
• Gender equality action plan and targeted voluntary package employment equity plan
• Conducting an extensive investor roadshow arising from investor concerns at the 2019 AGM and taking investor inputs into consideration in revising the remuneration policy
• Follow through on the remuneration strategy
• Attention should be given to the remuneration policy and philosophy.

It was specifically recommended that the committee, under the leadership of the committee chair and in consultation with management, interrogated the items that received ratings below 3.00 with a view to identifying interventions that will assist the committee in strengthening its performance and oversight role in the relevant areas. All the recommendations made, as well as points to ponder, will be included in the committee's annual work plan for 2020.

Conclusion

The company was voted as the second-most popular employer of choice in the mining and resources sector by successful job seekers, which was announced at the annual employer awards by the South African Graduate Employers Association. The accolade was regarded by the committee as a validation of the fulfilment of its responsibility to the board.

The committee, in carrying out its duties, has due regard to the principles and recommended practices of King IV and discharged its responsibilities in accordance with its terms of reference. The committee is furthermore satisfied that it has fulfilled its mandate in terms of the regulations to the Companies Act, and that there are no material instances of non-compliance to disclose and, if any material non-compliance existed, that it was duly considered.

On behalf of the committee

Mr EJ Myburgh

Chairman

Pretoria

20 April 2020