ESG Report 2021
Exxaro Resources Limited
Integrated report 2021
Ethical culture
The board actively seeks to move beyond ethics management to establish an ethical culture within Exxaro.
Building organisational ethics is a journey. Our board assumes responsibility for ensuring that organisational ethics is managed effectively and governs the group's ethics to support the establishment of an ethical culture. Through the code of ethics, the company confirms the organisation's ethical principles that, when followed, promote values such as trust, acceptable behaviour and fairness.
Our values provide general guidelines for our interactions with each other and our stakeholders, and reflect what is important to us and how we conduct ourselves.
Recognising that our public reputation is one of our most important assets, the organisation is committed to achieving the highest ethical standards in our business operations.
Our group company policies and procedures, relating to specific issues, processes and situations, support the code of ethics.
The code is available on our website.
The board monitors the ethical culture of the group through its reporting structures, which include two board committees (the SERC and the audit committee) and the ethics committee (a management committee).
A group-wide ethical risk assessment was conducted by The Ethics Institute in 2021. The assessment sought to measure ethical culture, behaviour and perceptions of how ethics are managed in the group, and to produce an ethics profile, which included a level of ethical culture maturity.
Flowing from this, the ethics committee began formulating a statement of strategic ethical intent and developing an ethics strategy and management plan to address specific identified development areas.
This strategy and management plan will be considered by the SERC in 2022 for board approval.
The group company secretary hosts two annual, fixed, governance-related intervention sessions for the board.
The themes of the two governance sessions in 2021 were:
Both sessions included training by the sponsors on the JSE Listings Requirements as well as the JSE Debt Listings Requirements.
As the regulatory environment within which Exxaro operates is continuously changing, and to systematically develop directors' fields of knowledge and skills, a structured, themed programme was recommended by the company secretary for 2022.
The group has a conflicts of interest policy, which is reviewed regularly. In line with the JSE Debt Listings Requirements, the company's conflicts of interest policy and register, reflecting material disclosures, are on the company's website.
The policy places an obligation on directors, prescribed officers and employees (as well as their related parties) to firstly avoid conflicts of interest. It also lists several conflicts that are not acceptable to the company and may not be approved when declared.
Annual general declarations are required from directors, prescribed officers and employees.
In addition to the annual declarations, an item dealing with the declaration of interests at the beginning of each meeting appears on every executive committee, board, board committee and management committee agenda.
As part of our ethical culture, we encourage employees and stakeholders to report suspected fraud or corruption to our fraud and ethics hotline, independently managed and reported to the board's SERC and management's ethics committee.
Based on the importance of retaining the integrity of the hotline, it is deemed necessary that Exxaro should, as far as reasonably possible, protect the interests of the disclosing parties. As the hotline plays an important role in combatting fraudulent activities, we have successfully defended an application for the disclosure of an anonymous complaint, which could have undermined the system's confidentiality.
Our supplier code of conduct drives our commitment to ethical conduct with suppliers and service providers. The code communicates our mandatory standards and suppliers must live up to this code. We also conduct rigorous audits to ensure compliance.
The code is available to current and prospective suppliers on our website.
The board ensures the organisation's strategy and conduct reflect in its drive to be a responsible corporate citizen and purpose to power better lives in Africa and beyond.
Because we are an integral part of society, the board sets the direction and ensures that our responsible corporate citizen efforts include compliance with the South African Constitution (including the Bill of Rights), the law, leading standards, and our codes of conduct and policies.
The board exercises independent judgement in overseeing management and safeguarding the interests of all stakeholders, including shareholders. In fulfilling its stewardship role, the board seeks to instil and foster a corporate environment founded on integrity, and to provide management with sound guidance in pursuit of long-term shareholder value, thus ensuring that the company provides sustainable value to society as a whole.
The SERC's roles and responsibilities include overseeing how the consequences of our activities and outputs affect our status as a responsible corporate citizen in the following areas:
New crèche handover in the Mukomawabani Village near our Tshikondeni mine in closure
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