Integrated Report 2021
Exxaro Resources limited
Environmental, social and governance report 2021
Dear shareholders,
We are pleased to present the combined remuneration and nomination committee reports for the year ended 31 December 2021.
In another extraordinary year and extraordinary workload, leadership was required of this combined committee. This committee enables the board to effectively discharge its duties in relation to the group's delegated remuneration and nomination functions and powers in accordance with clear terms of reference. The committee's activities supported changing strategic objectives, underpinning the establishment of the energy business, and an appropriate response to unprecedented health, safety and economic challenges. Also, in pursuit of the appropriate governance and oversight, the committee undertook a number of group governance and policy reviews, leadership succession decisions and overall strengthening of governance. The committee is satisfied that it has fulfilled the requirements of its terms of reference and that the objectives of the remuneration policy are applied without material deviation.
The joint committee terms of reference leverage the benefit of cross-membership for the fulfilment of remuneration matters as well as board governance and nomination matters.
The committee is accountable to the board for the execution of its independent and objective oversight as set out below:
Duties and responsibilities of the remuneration committee
Duties and responsibilities of the nomination committee
The committee does not assume the functions of management, which remain the responsibility of executive directors, prescribed officers and other members of senior management. It also does not assume accountability for the functions performed by other committees of the board.
Where board committee focus areas dovetail or overlap with this committee's oversight, there is seamless collaboration between committees to execute the broader effectiveness objective of the board – for example, in support of the diversity and inclusion strategy execution, as it applies to fair pay or the application of mechanisms to achieve and exceed employment equity.
The board ensures committee members have a suitably balanced blend of skills and experience to enable the committee to discharge its functions.
During the review period, the committee comprised a majority of independent non-executive directors. The board chairperson is an ex officio member and presides as chairperson when the committee fulfils its responsibilities on nomination matters. Standing attendees, by invitation, include the CEO, the CEO designate, FD, executive head: human resources and other individuals with specific skills and expertise to assist members in their deliberations.
The committee held 19 meetings during the year. Four of these were quarterly meetings. Non-executive director succession and filling vacancies, CEO succession, recruiting the managing director for the minerals business, implementation of a revised remuneration philosophy and performance schemes as well as matters arising out of the COVID-19 pandemic resulted in extraordinary workload for the committee. Only bereavement or unforeseen personal circumstances prevented full attendance.
| Members | Designation | Attendance at quarterly meetings | Attendance of (15) special meetings |
| Ras Myburgh | Independent non-executive director and remuneration committee chairperson | 100% | 93% |
| Geoffrey Qhena* | Independent non-executive director and nomination committee chairperson | 50% | 100% |
| Geraldine Fraser-Moleketi | Lead independent non-executive director | 100% | 100% |
| Zwelibanzi Mntambo | Non-executive director | 75% | 100% |
| Jeff van Rooyen** | Former independent non-executive director and nomination committee chairperson | 100% | 90% |
| * | Geoffrey Qhena, current board chairperson, ex officio member of the remuneration and chairperson of the nomination committee from shareholder appointment (27 May 2021) and board election – attended six of seven meetings for the year in review. |
| ** | Jeff van Rooyen, former board chairperson, former ex officio member of the remuneration committee and former chairperson of the nomination committee until retirement on 27 May 2021 – attended 11 of 12 meetings (2 were quarterly and 10 were special meetings) for the year in review until retirement. |
The committee's terms of reference were reviewed in 2021 and the amendments were approved by the board. The terms of reference continue to be aligned with legislation, regulations and King IV.
| 2021 AND 2022 | EVALUATION | ||
| Ensure the implementation of the remuneration philosophy and supporting policies and schemes (incorporating malus and clawback and minimum shareholding requirements (MSRs)) | Achieved | ||
| Oversee the development of a reward framework based on performance and revised vesting conditions/production incentives/project milestones incentives/project milestones | Achieved | ||
| Review the nature and adequacy of the performance measurement methodology applied throughout the group | Achieved | ||
| Review the employment equity plan (ensure diversity in talent and leadership) in support of the overall diversity and inclusion strategy | Achieved | ||
| Address inequality including gender-based disparity in the adequacy of remuneration | Ongoing | ||
| Track the formulation and implementation of the group governance framework on remuneration matters for the energy business | Achieved |
We provide full reports of the remuneration and nomination committees on the following pages, detailing, among others, the committees' discharge of their responsibilities in the 2021 financial year.
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