Geoffrey Qhena (56)

Board chairperson and independent non-executive director Director and chairperson designate since 19 April 2021 and board chairperson from 27 May 2021
Nomination committee chairperson and remuneration committee member
Senior executive programme (jointly offered by Harvard Business School and Wits Business School), advanced taxation certificate (Unisa), CA(SA), BAccSc (Hons) BCompt (Unisa), BAccSc BCompt (Hons)(Unisa)

Skills and experience

Geoffrey's early career started at KPMG, where he completed his articles, and thereafter joined Eskom for a brief period in its treasury function. He moved to Vista University (now known as University of Johannesburg) to lecture accounting and auditing. During this time Geoffrey also passed his CA board exams. He briefly joined the IDC and thereafter moved to Transnet. Subsequently, he rejoined the IDC at a time when the organisational culture had improved and was more inclusive and conducive for the growth of black professionals. Geoffrey enjoyed a meteoric rise at the IDC and later became the chief financial officer of the organisation. It was not long after this period that Geoffrey ascended to the highest role in the IDC as its CEO. He especially enjoyed oversight of the development of the renewable energy sector at a time when it was not profitable to fund the sector. Geoffrey was involved in the establishment of numerous sectorchanging initiatives, funding black empowerment companies, transformation of the corporate leadership landscape and the development of new sectors in reshaping the South African economy. His appreciation of climate change issues and the value of coal in the South African and African economic landscape is telling of his depth of business acumen. Geoffrey gained extensive board leadership on the IDC investee boards, including as a non-executive director of a Spanish-listed stainless steel company, Acerinox. He is presently a non-executive independent board member of Investec Bank Limited. With the IDC being a significant shareholder of Exxaro over a number of years, Geoffrey brings with him a clear understanding of the company and the sector in which it operates.

Geraldine Fraser-Moleketi (61)

Lead independent non-executive director SERC chairperson and remuneration and nomination committee member
Director since 18 May 2018
DPhil honoris causa (North West University), DPhil honoris causa (Nelson Mandela University), MPA (University of Pretoria)* cum laude, Leadership Programme (Wharton), Digital Savvy Board Member Certificate (MIT Sloan School of Management), Fellow of the Institute of Politics (Harvard)

Skills and experience

Geraldine was appointed special envoy on gender at the African Development Bank from 2013 to 2016. She served as director of the UN Development Programme Democratic Governance Group from 2009 to 2013. She also served as a member of the South African Parliament for three consecutive parliaments (1994 to 2008) and served in the Executive and Cabinet during this period. Geraldine served as a member of the Constituent Assembly from 1994 to 1996. She was Minister of Public Service and Administration for two consecutive terms (1999 to 2008). Geraldine served as Minister of Welfare and Population Development (1996 to 1999) after her term as Deputy Minister of Welfare and Population Development. During her tenure as Minister of Public Service, she was chairperson of the Pan African Ministers of Public Service for three consecutive terms. Geraldine serves on various boards across academia: she is the chancellor of Nelson Mandela University, chair of the Thabo Mbeki Foundation, outgoing chairperson of the Advisory Council of the Mapungubwe Institute for Strategic Reflection, chairperson of the Committee of Experts on Public Administration (an expert body of the UN Economic and Social Council) and former member of the Advisory Board of the Institute for the Study of International Development at McGill University in Canada. She served on the Africa Advisory Committee of Women's World Banking until 2018. She is also a non-executive board member of the Standard Bank group and Standard Bank South Africa. She was appointed chairperson of the Tiger Brands group as from January 2021.

Mxolisi Mgojo (61)

CEO since April 2016
BSc (computer science), BSc (Hons) (energy studies), MBA, advanced management programme (Wharton)

Skills and experience

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 he was appointed head of coal operations from August 2008. Mxolisi was appointed CEO designate on 1 May 2015 and CEO on 1 April 2016. He is a director of Talent10 Holdings, Eyesizwe Holdings, Eyesizwe RF, Dynamo Investment Holdings and Business Leadership South Africa. He was elected president of the Minerals Council on 24 May 2017 and stepped down on 21 May 2021.

Riaan Koppeschaar (51)

Director since July 2016
CA(SA), advanced and associate programmes in treasury management, advanced diploma in taxation, advanced management programme (INSEAD), certificate in theory of accounting

Skills and 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 held various senior management positions at Iscor, Kumba and Exxaro until his appointment as Exxaro's FD in 2016. He is a director of several Exxaro subsidiary companies and joint ventures. He is a trustee and investment committee member of the Exxaro pension and provident funds. Riaan is also a member of the Association of Corporate Treasurers of Southern Africa.

Nombasa Tsengwa (57)

Executive director
CEO designate (appointed 16 March 2021)
PhD (agronomy), executive development programme (INSEAD)

Skills and experience

Nombasa has more than 18 years' executive management and board experience in the public and private sectors. In 2003, she joined Kumba as general manager: safety, health and environment. In 2007, she was appointed executive general manager: safety and sustainable development. In 2010, she became directly involved with the management of 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 executive head of coal operations in 2016. She is the 2017 winner of the Standard Bank Business Woman of the Year Award and the 2018 winner of the Pan African Awards Africa's most influential woman in business and government mining industry category. An avid long-distance runner, Nombasa has completed nine Comrades marathons.

Isaac Malevu (47)

Non-executive director
Investment committee member
Director since 22 June 2021
BCom (Wits), postgraduate diploma in accounting (University of KwaZulu-Natal), member of SAICA

Skills and experience

Isaac is a registered chartered accountant with SAICA and is the current chief financial officer of the IDC. Before joining the IDC, he was an audit partner at EY and then joined Standard Bank Corporate Investment Banking as finance executive.

Isaac Mophatlane (48)

Independent non-executive director
Investment committee chairperson, audit committee and SERC member
Director since 22 May 2018
Technology entrepreneur

Skills and experience

Starting his career, Isaac was the youngest board member of the previously JSE-listed Connection Group (Incredible Connection). In 1996, Isaac, with his brother Benjamin, co-founded the former Business Connection, a computer reseller focused on government and parastatals. In 2004, the company merged with Comparex Africa to form Business Connection and Isaac was appointed as group executive: client engagement – public sector. Isaac then took responsibility for the Innovation Division, which housed the group's software and packaged intellectual property and later the Canoa Division, which drove the group's managed print solutions offering.

Isaac is currently co-founder, shareholder and director of the Randvest group. Randvest's core focus is leveraged acquisitions and strategic investments in mainly technology companies. Isaac also serves as a board member of various companies and previously served on the Natal Sharks Board, was chairperson of CBCOB Cricket Club and he was involved in the transformation of Northerns Cricket Union. He has also worked extensively with various stakeholders at Cricket South Africa. Isaac is also chairperson of Bothomed, which is currently a shareholder with the PIC in the listed Dis-Chem Pharmacies Limited. Isaac is also a member of the Black Management Forum, Electronics Industries Federation of South Africa, Black Information Technology Forum and deputy non-executive chairperson of the Catholic Education Investment Company.

Jeff van Rooyen (71)

Former board chairperson, former nomination committee chairperson and independent director
Director since 13 August 2008 and chairperson since June 2018
Retired 27 May 2021
BCompt (Hons), CA(SA)

Skills and experience

Jeffrey is a director of various companies in the Uranus group and non-executive director of Pick n Pay Stores. He is a former chairperson of the Financial Reporting Standards Council, a former trustee of the International Accounting Standards Foundation and member of the UP's faculty of economic and management sciences' oversight board. He was a partner at Deloitte, chairperson of the Public Accountants and Auditors Board, CEO of the Financial Services Board and adviser to the former Minister of Public Enterprises during the Mandela administration. Jeffrey is a founder member and former president of the Association for the Advancement of Black Accountants of South Africa and a member of the Unisa Foundation.

Likhapha Mbatha (67)

Non-executive director
SERC member
Director since 6 March 2018

Skills and 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. She understands that poverty, inadequate education, nutrition, poor health, government policies and the exploitative nature of humans are uncontrollable variables that can lead to poverty. She focuses on development as an opportunity for affected individuals to lead equal and satisfactory lives within their communities despite their circumstances.

Mandlesilo Msimang (45)

Non-executive director
Investment committee and RBR committee member
Director since 15 March 2021
MSc (regulation), London School of Economics (with merit), BA (African studies and politics) (Cornell University) (with distinction)

Skills and experience

Mandlesilo is the CEO of Nozala Investments, a woman-owned private equity firm with a diversified portfolio in the minerals and energy sector as well as industrial and consumer services. Nozala's assets include blue chip South African companies such as Sasol Oil, Exxaro and Woodlands Dairy. Prior to joining Nozala, Mandlesilo established and ran Pygma Consulting, a pan-African ICT policy and regulatory advisory firm with clients including mobile operators, regulators and governments across Africa and the Middle East. Mandlesilo is a seasoned executive who has operated at C-suite level, as an entrepreneur and an ICT regulations and policy expert who is a results-driven professional with repeated success in various industries.

Peet Snyders (61)

Independent non-executive director
RBR committee chairperson, SERC and investment committee member
Director since 1 July 2016
BEng (mining), diploma in marketing management, MCom (business management), mine manager's certificate of competency (coal and metalliferous)

Skills and experience

Peet has 40 years' increasing responsibility experience in the mining industry, including employment at major and junior mining companies.

Concentrating in business management, business development, business re-engineering and high-technology mining with vast experience in managing mining businesses for world-class mining majors and junior mining-focused companies. He has been exposed to coal, platinum, gold, diamond, chrome and asbestos mining. He also has over 15 years of board experience within the industry.

Zwelibanzi Mntambo (64)

Non-executive director
Remuneration and nomination committee member
Director since 28 November 2006
BJuris, LLB, LLM

Skills and experience

Zwelibanzi is executive chairperson of Moabi Capital. He was a senior lecturer at the University of KwaZulu-Natal, executive director of Independent Mediation Services of South Africa, director-general of the Gauteng government and chairperson of the Commission for Conciliation, Mediation and Arbitration. He is chairperson of Main Street 333, a director of Eyesizwe Holdings and Eyesizwe Mining, and a trustee of the Paleontological Scientific Trust.

Ras Myburgh (63)

Independent non-executive director
Remuneration committee chairperson, nomination committee member, audit committee member, RBR committee member and investment committee member (retired from the investment committee on 4 October 2021)
Director since 1 September 2016
BEng (electrical), BSc (Hons) (energy studies), MBL executive programme (Darden)

Skills and experience

From 1982 to 1996, Ras held various operational and executive positions in operating, maintenance, engineering and power station management at Eskom. In 1997, he joined Iscor Mining where he led company-wide cost improvement, business re-engineering, transformation and empowerment projects. He was appointed managing director of Kumba's coal business in 2000 and headed the transformation unit in 2003 (project management of the empowerment transaction and unbundling of the company into Exxaro and Kumba Iron Ore). He was appointed as the first CEO of Kumba 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, a boutique corporate professional advisory firm, providing 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 in South Africa.

Karin Ireton (66)

Independent non-executive director
Social, ethics and responsibility committee member
Director since 7 February 2022
MA (international political economy) (University of Leeds), international programme for the management of sustainability (Netherlands), environmental impact assessment and management (University of Aberdeen)

Skills and experience

Karin has over 30 years' experience in sustainability matters in coal power generation, mining and banking sectors. She is an international specialist in sustainability issues. She is currently an independent consultant focused on strategies for growth, risk identification and management, transparency and disclosure. A significant focus of her current work is the impact of climate change on business, and the need to reduce emissions and adapt business strategies. Prior to this, she was the group head of sustainability for Standard Bank Group and head of sustainable development for Anglo American, among others. Previous board experience includes Aureus Mining Incorporated, NBI and member representative for Standard Bank, Institute of Directors South Africa Chairman Sustainable Development Forum, JSE SRI advisory committee and UNEP Finance Initiative chairperson: climate change action group global steering committee member.

Mark Moffett (62)

Former independent non-executive director
Former member of the audit committee, RBR committee and investment committee
Director from 23 May 2018 and resigned 11 May 2021 BComm (CTA), CA(SA)

Skills and experience

Mark has more than five years of public company board exposure and over 25 years of financial and commercial experience in the mining industry with leading global companies. He has worked in diamond, thermal coal, ferrochrome and platinum group metals mining. He understands the South African mining landscape and its strategic imperatives going forward. He has held senior financial positions (operational and corporate) in various countries with Anglo American, De Beers, Xstrata Alloys (as chief financial officer) and Xstrata (as group controller). He served as chairperson of Fraser Alexander until March 2018. Mark currently serves as a lead independent non-executive director and audit and risk committee member on the board of Royal Bafokeng Platinum.

Vuyisa Nkonyeni (52)

Independent non-executive director
Audit committee chairperson and investment committee member
Director since 3 June 2014
BSc (Hons), postgraduate diploma in accounting, CA(SA)

Skills and experience

Vuyisa has over 20 years' experience in investment banking and private equity. He served his training contract as a chartered accountant with PwC and 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 Momentum Metropolitan Holdings. He served as FD of Worldwide African Investment Holdings and a director of Actis in its BEE funding unit. He was appointed CEO of Kagiso Tiso Holdings in 2012 and resigned in December 2017.

Bennetor Magara (54)

Independent non-executive director
Risk and business resilience committee member
Director since 7 February 2022
BSc (Hons) (mining engineering), advanced management programme (GIBS), accelerated management development programme (London Business School)

Skills and experience

Ben has a strong technical foundation in coal and platinum mining coupled with business leadership and operational management in underground and surface mining as well as soft and hard rock mining. Some of his past roles include executive head: engineering and projects for Anglo American Platinum and CEO of Anglo Coal South Africa. Ben's most recent role was CEO of Lonmin. His previous board memberships include Anglo American South Africa, Foskor, Rustenburg Platinum Mines and chairperson of RBCT. He is the founder and chairperson of Africa Mining & Metals Group and is a current non-executive director on the boards of the Weir Group and Grindrod.

Phumla Mnganga (53)

Independent non-executive director
Remuneration and nomination committee member
Director since 7 February 2022
PhD (entrepreneurship/entrepreneurial studies) (Wits Business School), MBL (business management) (Unisa), BEd (University of KwaZulu-Natal), BA (University of KwaZulu-Natal)

Skills and experience

Phumla is the founder and managing director of Lehumo Women's Investment Holdings, a woman-owned and managed investment holding company. Prior to this, she was employed as group head of human resources for the Tongaat Hulett Group with oversight of investor relations, and as a change management senior consultant at Deloitte. She has chaired the board of the University of KwaZulu- Natal, the board of Gold Circle and the Siyazisa Trust, a large rural community. She currently serves as an independent non-executive director on four JSE-listed companies (Altron Group, Adcorp, Spar Group and Novus Holdings).

Chanda Nxumalo (38)

Independent non-executive director
Audit committee member since 27 May 2021, RBR committee member from 1 February 2021 and investment committee member from 4 October 2021
Appointed 1 February 2021
University of Oxford, MEng (economics and management)

Skills and experience

Chanda has 15 years' experience working in the renewable energy and power sectors. Having worked across North America and Europe, she has experience delivering technical, commercial and environmental advisory services in the renewables sector. As a director of Harmattan Renewables, she has been responsible for providing technical consultancy and asset management services for renewable energy projects across sub-Saharan Africa. For the past decade, Chanda has been instrumental in driving the renewable energy roll-out in South Africa, acting as spokesperson for the South African PV Association as well as consulting on some of the first renewable projects to be delivered as part of South Africa's Renewable Energy IPP Procurement Programme. With her richness of skills and experience in the energy field, nationally and internationally, including the African continent, and strong leadership capability, Chanda will support Exxaro's growth strategy in energy.

Billy Mawasha (43)

Independent non-executive director
Investment committee member and audit committee member
Director since 7 February 2022
BSc (electrical engineering), government certificate of competency for engineers, factories (electrical), government certificate of competency for engineers, mines and works (electrical), global leadership and public policy for the 21st century (Harvard Kennedy School), advanced management programme (Kellogg School of Management), accelerated development programme (London Business School), programme for management development (GIBS)

Skills and experience

He is a certified director with the Institute of Directors South Africa and the South African Institute of Electrical Engineers. Billy offers strong operational and technical leadership experience in the mining sector as former Kumba Iron Ore head of operations and integration and former country head of Rio Tinto in South Africa. He is the founder of an investment company, and also provides strategic and technical leadership to his investee companies. Previous board memberships include Foskor technical committee and SIOC. He is currently a non-executive director of Murray & Roberts and Metair Investments.

Vanisha Balgobind (48)

Executive head: human resources
BA (Hons) (industrial psychology), Masters in industrial psychology, management development programme (GIBS), Masters in business leadership (SBL)

Skills and experience

Vanisha is a registered industrial psychologist with more than 24 years' experience in the mining industry. She joined the (then) Iscor Mining in 1997 as a human resources graduate trainee. She was further employed at Kumba Resources as a human resources business partner and within talent management from 1998 to 2006. Since then she was appointed by Exxaro as manager of the talent management and centre of expertise, manager of corporate projects and human resources optimisation, and group manager of talent and learning. She is chairperson of Exxaro's women in mining committee and serves on various other Exxaro subsidiary companies. She is also leading the women agenda on behalf of Exxaro through the Minerals Council. She serves as a member of the remuneration committee of the FSCA in an independent capacity. Her passion lies in education and women empowerment as well as finding integration between work and spending quality family time.

Alex de Angelis (41)

Executive head: strategy and business transformation
BSc (mechanical engineering)

Skills and experience

Alex has a mechanical engineering background with mining experience across a range of commodities. In his early career, he worked at several platinum and gold mines in South Africa and Australia. He moved into strategy consulting for 13 years, working on large-scale strategy, transformation and innovation projects in a range of companies. Alex leads strategy and business transformation at Exxaro, focusing on where the organisation is going and what capabilities will be required to thrive now and in the future. He is passionate about innovation and continuous learning to drive impact with Exxaro, our communities and broader society. Alex spends his spare time following new technologies and trends, keeping fit and time with his family.

Mongezi Veti (58)

Executive head: sustainability
National higher diploma in metalliferous mining and coal mining (University of Johannesburg), MBL (Unisa), advanced management programme (Wharton), mine overseer's certificate, mine manager's certificate of competency (fiery mines)

Skills and experience

Mongezi has been executive head: sustainability at Exxaro since 2010. In his career since the 1980s, he has earned extensive mining experience in the gold, platinum and coal sectors. He is a certificated professional engineer registered with the Engineering Council of South Africa.

Johan Meyer (53)

Executive head: projects and technology
BEng (metallurgy), MBA, advanced management programme, certified director (IoDSA)

Skills and experience

Johan started his career in production management at Iscor's Pretoria steel works. He worked at KZN Sands, headed research and development at Kumba Resources, as part of the leadership team at Mineral Sands (Tronox), BU manager of Zincor and Exxaro corporate office. His current role focuses on delivering coal growth projects of approximately R20 billion and developing integrated resource and reserve LoM plans and supporting the implementation of the minerals strategy. He is passionate about leading people and powering better lives.

Mzila Mthenjane (51)

Executive head: stakeholder affairs
BSc (mining engineering), senior management development programme (Graduate Institute of Management and Technology), executive development programme (INSEAD)

Skills and experience

Mzila is a mining engineer with combined experience in mining and investment banking of 20 years. This includes seven years in deep-level gold mining at AngloGoldAshanti and Gold Fields in senior mine management and corporate development roles as well as six years in investment banking at Rand Merchant Bank and Deutsche Bank. His knowledge of business sustainability was honed over six years as executive: business sustainability at Royal Bafokeng Holdings and Royal Bafokeng Platinum. He assumed his current role in May 2013.

Roland Tatnall (47)

Appointed 10 March 2021
Managing director energy and Cennergi
MBA, INSEAD; BSc (Hons) (physics) (University of Leeds)

Skills and experience

Roland is the managing director of Exxaro Energy and has worked in the energy sector since 1998. He has invested in, built, structured, and advised power companies, teams and projects in Africa, the Middle East and Asia. Roland previously worked in the oil exploration industry, mainly in emerging and frontier markets, and he was an original investment team member of the first private equity fund to focus on sub-Saharan African power and infrastructure. He also served as a senior executive at one of the world's largest sovereign wealth power and infrastructure funds, and raised and invested in a proprietary power fund.

Andiswa Ndoni (54)

Appointed 1 November 2021
Group company secretary
BProc, LLB, global executive development programme, certificate in corporate governance

Skills and experience

Andiswa is an admitted attorney of the High Court of South Africa. She has over 27 years' experience as an attorney and 14 years as a company secretary. Andiswa is a former company secretary and legal counsel for Basil Read Limited and a former group company secretary and group executive for governance, compliance and sustainability for Barloworld Limited. She also sits on the Competition Tribunal as a part-time member.

Exxaro Resources limited
Environmental, social and governance report 2021

Board of directors

The board is responsible for deciding and supervising the activities (strategic and operational) of Exxaro and its performance while balancing the company's interests as a responsible corporate citizen with the legitimate needs and expectations of stakeholders. For the year in review, we are proud to present the following board members:


  • Board
  • Nomination committee
  • Remuneration committee
  • SERC
  • Audit committee
  • Investment committee
  • RBR committee


  • Audit committee
  • Investment committee
  • Remuneration and nomination committee
  • SERC
  • RBR committee

Geoffrey Qhena (56)
Board chairperson and independent
non-executive director
Appointed 19 April 2021


Geraldine Fraser-Moleketi (61)
Lead independent non-executive director


Mxolisi Mgojo (61)


Riaan Koppeschaar (51)


Nombasa Tsengwa (57)
CEO designate
Appointed 16 March 2021


Isaac Malevu (47)
Non-executive director
Appointed 22 June 2021


Isaac Mophatlane (48)
Independent non-executive director


Jeffrey van Rooyen (71)
Former board chairperson and independent
non-executive director
Retired 27 May 2021


Likhapha Mbatha (67)
Non-executive director


Mandlesilo Msimang (45)
Non-executive director
Appointed 15 March 2021


Peet Snyders (61)
Independent non-executive director


Zwelibanzi Mntambo (64)
Non-executive director


Ras Myburgh (63)
Independent non-executive director


Karin Ireton (66)
Independent non-executive director
Appointed 7 February 2022


Mark Moffett (62)
Former independent non-executive director
Resigned 11 May 2021


Vuyisa Nkonyeni (52)
Independent non-executive director


Bennetor Magara (54)
Independent non-executive director
Appointed 7 February 2022


Phumla Mnganga (53)
Independent non-executive director
Appointed 7 February 2022


Chanda Nxumalo (38)
Independent non-executive director
Appointed 1 February 2021


Billy Mawasha (43)
Independent non-executive director
Appointed 7 February 2022


2021 saw a number of changes to the Exxaro board with a resignation and retirement as well as the appointment of five new directors. Achieving suitable board composition and appropriate balance of power between individual directors and/or groups of directors, to enable the board to operate effectively and in the interests of the company, requires deliberate policy parameters. The board adopted a policy giving expression to the broader definition of board diversity and inclusion, together with revised targets, as well as a nomination and appointment policy.

The board committed to striving towards the appropriate size, balance of power, independence, diversity, skills, knowledge, experience for it to discharge its governance role and responsibilities objectively and effectively without compromising common purpose, involvement, participation and a sense of responsibility among the directors necessary to meet the company's strategic objectives.

The objective is that all new directors shall be individuals of calibre, integrity and credibility with the necessary skills and experience. In this regard, the nomination committee shall ensure continuity of directorship within the board and undertake succession planning on behalf of the board, which includes the identification, mentorship, and development of future candidates for directorship of Exxaro.


The principles of good governance, King IV and the JSE Listings Requirements recommend holistic independence assessments with a substance-over-form approach in accordance with certain criteria. Therefore, annual assessments are based on King IV independence requirements and section 94(4) of the Companies Act.

In line with King IV, assessments are conducted annually to confirm that members exercise objective judgement. The assessments also confirm that there is no interest, position, association or relationship, judged from the perspective of a reasonable and informed third party, likely to unduly influence or cause bias in decision making. The nomination committee considered the independence assessments and recommended for board approval the directors that may be recognised by the board as independent.

Independence (%)

Independence (%) graph

The board consisted of the following independent, non-executive and executive directors as at 31 December 2021:

Seven independent non-executive directors*
Four non-executive directors
Three executive directors

* It should be noted that the four new directors appointed on 7 February 2022 are all independent non-executive directors, increasing the number of independent directors to 11.

Broader diversity

In keeping with good corporate governance, the board embraces the constitutionally entrenched principles of equality, freedom and inclusion. To support its expression of broader diversity, the board adopted a policy to guide the promotion of broader diversity at board level, specifically focusing on the promotion of the diversity attributes in knowledge, skills and experience among others such as age, culture, race, gender, ethnicity, nationality, geographic location, language/accent, religious beliefs, ideologies, recreational habits, socio-economic background, income, disability, physical attributes, appearance, generation, perspectives, education, experience, family responsibilities and sexual orientation. This is in line with King IV recommendations as well as the JSE Listings Requirements.

The remuneration and nomination committee embarked on a formal search for appropriate candidates to fill positions left vacant and five appointments were made in 2021. As part of its succession planning, the remuneration and nomination committee continued in 2022 to search for appropriate directors with the required knowledge, skills and experience to support the business strategy while satisfying the board's broader diversity objective. Flowing from this process, four appointments were made on 7 February 2022.

The progress of our board's diversity for the last three years, ending 31 December 2021, is shown below:

Gender diversity year-on-year (%)*

Gender diversity year-on-year (%)* graph

Racial diversity year-on-year (%)*

Racial diversity year-on-year (%)* graph

Racial diversity

For racial diversity, the board consistently achieved its 50% target (illustrated above) and increased its racial target to 60% black representation as defined in the B-BBEE Act, 2003 (Act 53 of 2003), in 2021. As at 7 February 2022, the board achieved 78% black representation (illustrated below).

As at 7 February 2022:

Racial diversity (%)

Racial diversity (%) graph

Gender diversity

In 2017, the board voluntarily set a gender diversity target of 30% black female directors by 2022. The board in 2021 exceeded this target with 3% and increased the female representation to 39%.

To promote female representation, the board appointed Chanda Nxumalo as an independent non-executive director, Mandlesilo Msimang as a non-executive director and Nombasa Tsengwa as an executive director and CEO designate in 2021.

In addition to the 2021 appointments, the board appointed two independent non-executive, female directors on 7 February 2022: Karin Ireton and Phumla Mnganga. This further advanced the broader gender diversity and the historically disadvantaged South African female representation of our board.

Our board gender diversity following our recent appointments on 7 February 2022:

Gender diversity (%)

Gender diversity (%) graph

Age diversity

The retirement age for an executive director is 63 years and 70 years for a non-executive director. A non-executive director who passes the age of 70 may be re-elected, provided the board and the remuneration and nomination committee recommend to shareholders that the person is suitable. The same re-election process will occur every year.

The former board chairperson reached the age of 71 in 2021 and retired at the 2021 AGM.

Our board age diversity as at 7 February 2022 has reduced from 59 to 54, and we have therefore exceeded our target average age of 55 years. Our progress is reflected below:

Average age per year

Gender diversity (%) graph

Age diversity (%): Number of directors (18)

Gender diversity (%) graph

Director tenure and succession

Succession planning for non-executive directors is typically iterative, and part of an ongoing planning and discussion programme conducted by the remuneration and nomination committee. Succession planning is based on our broader diversity policy. The approach to diversity is holistic with a view to inclusion and supporting the group's strategic focus areas. The remuneration and nomination committee addressed identified skill gaps after rigorous board effectiveness evaluation. To ensure continuity of experience and knowledge, the company has a staggered approach to re-election of directors in terms of the MoI. Directors are selected for retirement by rotation in terms of the MoI and, following assessment by the remuneration and nomination committee, may be presented to shareholders for re-election at the AGM.

Details about rotation, retirement and election of directors can be found in the notice of the AGM available on our website.

Our non-executive director tenure as at 7 February 2022 is as follows:

Director tenure

Director tenure graph

Board nominees for the upcoming 21st AGM

The remuneration and nomination committee has reviewed the composition, gender and racial balance of the board and evaluated the independence (where applicable), performance and contribution of the directors listed below, as well as their individual knowledge, skills and experience and the board will propose the following to shareholders for election at the upcoming AGM:


  • Geraldine Fraser-Moleketi
  • Peet Snyders


  • Isaac Malevu
  • Karin Ireton
  • Bennetor Magara
  • Billy Mawasha
  • Phumla Mnganga

Ras Myburgh has indicated that he will not be available for re-election and will retire at the upcoming AGM as independent non-executive director, chairman of the remuneration committee and member of the nomination and audit committees.

Director competence and diversity in skills and experience

Our directors are carefully selected to ensure a balanced amalgamation of expertise and experience for effective decision making on behalf of Exxaro. In accordance with King IV, directors should be knowledgeable, skilled, experienced, diverse and independent to effectively discharge their governance responsibilities.

Exxaro considers, over and above management experience, the following technical expertise when appointing directors:

  • Mining industry
  • Mining engineering
  • Energy
  • Sustainability and environment
  • Technology and innovation

The skills and experience on Exxaro's board are illustrated in the matrix below.

Diversity of skills and experience

Post-financial year end as at 7 February 2022

Board leadership

Our board is led by an independent non-executive chairperson, Geoffrey Qhena, in compliance with paragraph 3.84 of the JSE Listings Requirements and the recommended practices of King IV.

Geraldine Fraser-Moleketi continues to serve the board as lead independent non-executive director.

The role of the chairperson is separate and distinct from that of our CEO. The separation of powers and responsibilities, as set out in the board charter, ensures that no single person has unfettered decision-making powers and that there is an appropriate balance of power at board level.

The chairperson, CEO and lead independent non-executive director's roles and responsibilities are outlined below.

Roles and responsibilities of the chairperson, CEO and lead independent non-executive director

Functions Responsibilities
  • An independent non-executive director responsible for setting the tone for an ethical culture at board level, and ensuring adherence to the rules of conduct and etiquette set out in the board charter
  • Represents the board to shareholders and other stakeholders relating to performance of the company
  • Ensures the integrity and effectiveness of the governance processes of the board
  • Manages conflicts of interest at board meetings in accordance with applicable legal requirements and best practice
  • Maintains a collegial yet arm's length relationship with board members and management
  • Ensures board decisions are executed
  • In collaboration with the group company secretary, ensures the contents and order of the agenda are correct
  • Maintains regular dialogue with the CEO on operational matters and promptly consults with the board on any matter that presents cause for major concern
  • Acts as facilitator at board meetings to ensure no executive or non-executive director dominates discussions, appropriate discussions take place, relevant opinion among directors is forthcoming and discussions result in logical and understandable outcomes
  • Plays a crucial role in ensuring the board has effective leadership and its composition is appropriate and adequate to enable it to effectively fulfil its functions
  • Provides necessary direction for an ethical and effective board, and forms the link between the board, the CEO and management
  • Formulates and develops the company's short, medium and long-term strategic vision to realise its core purpose and values, considering relevant risks and opportunities that will generate satisfactory levels of value creation, as defined by King IV
  • Leads the implementation and execution of approved strategy, policy and operational planning as the chief link between management and the board while monitoring and managing the company's day-to-day operational requirements and administration
  • Develops and recommends business plans, policies and objectives for board consideration, accounting for business, economic and political trends that may affect the operations of the company
  • Manages and ensures the submission of timeous and accurate reports, financial statements and consolidated budgets for board consideration
  • Oversees the company's financial management, including financial planning, cash flow and management reporting
  • Is involved in group affairs as executive committee chairperson
  • Does not cause or permit practices, activities or decisions by or in the group that are contrary to commonly accepted good business practice, good corporate governance or professional ethics
  • Ensures key management functions are headed by individuals with the necessary competence and authority, and that they are adequately resourced and performance managed
  • Sets the tone at management level in providing ethical leadership and creating an ethical environment and culture and maintaining a positive ethical work climate conducive to attracting, retaining and motivating a diverse group of employees
  • Ensures implementation and execution of the company's codes of conduct and ethics policies
Lead independent non-executive director
  • Leads in the absence of the chair
  • Serves as a sounding board for the chair
  • Acts as intermediary between the chairperson and other directors, if necessary
  • Deals with shareholders' concerns where contact through normal channels has failed to resolve concerns or where such contact is inappropriate
  • Strengthens independence on the board if the chair is not an independent non-executive director
  • Chairs discussions and decision making by the board on matters where the chairperson has a conflict of interest
  • Ensures the chairperson adheres to the rules of conduct and etiquette set out in the board charter
  • Leads the chairperson's performance appraisal when an independent service provider is not used to facilitate the process


Board meeting attendance

The board held four quarterly meetings, nine special board meetings, seven special board sub-committee meetings, a dedicated strategy session and two governance sessions during the year. Attendance is calculated against the number of meetings the director was required to attend.

Members Designation Attendance
Geoffrey Qhena Independent non-executive director and board chairperson 100%
Geraldine Fraser-Moleketi Lead independent non-executive director 100%
Isaac Malevu Non-executive director 100%
Likhapha Mbatha Non-executive director 100%
Zwelibanzi Mntambo Non-executive director 100%
Mark Moffett* Independent non-executive director 100%
Isaac Mophatlane Independent non-executive director 100%
Mandlesilo Msimang Non-executive director 100%
Ras Myburgh Independent non-executive director 92%
Vuyisa Nkonyeni Independent non-executive director 92%
Chanda Nxumalo Independent non-executive director 100%
Jeff van Rooyen** Former independent non-executive director and chairperson 100%
Peet Snyders Independent non-executive director 100%
* Mark resigned on 11 May 2021.
** Jeff retired by rotation on 27 May 2021.


The below table shows the key focus areas for the committee:

Review the 2021 corporate responses to the pandemic, social justice movements and other material economic and business impacts Ongoing
Monitor any gaps with regard to King IV compliance - group governance framework Ongoing
Receive and review analyst reports on megatrends with a view to identifying material business environment developments and data points to continuously improve oversight of strategy and risk Ongoing
Review board matters including board effectiveness and composition Ongoing


An independent third party conducted a high-level evaluation of the board, committees and individual directors, including the chairperson and committee chairpersons, the FD and the group company secretary at the end of 2020. Board members participated in the evaluation process and received comprehensive feedback on the performance and effectiveness of the board.

The purpose of the board evaluation was to ascertain:

  • If the board addressed and improved items identified as part of the previous board evaluation process
  • How effectively the board dealt with the COVID-19 crisis
  • Whether the board made progress in key focus areas highlighted in the previous board evaluation

The evaluation showed that, in the board's opinion, its overall performance was satisfactory although definite areas warranted consideration and attention to further strengthen its performance and effectiveness. Specific observations and recommendations, based on ratings and comments, were made to the board, which included focus on the board composition, strategy, stakeholder engagement and governance matters. These have, to a great extent, been addressed with some matters rolling over into 2022, such as the board composition to strengthen the board's role and function.


The board is satisfied that it complied with the provisions of the Companies Act and relevant laws of establishment relating to its incorporation, and that the company is operating in conformity with its MoI and other relevant constitutional documents. The board is also satisfied that it fulfilled its responsibilities in accordance with its charter and King IV during the reporting period.

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About this report
About Exxaro
Evolution of a 21st century company
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Appendix A: Criteria