Summarised governance report

Remuneration and nomination committee

Remuneration committee chairperson: Ras Myburgh Nomination committee chairperson: Geoffrey Qhena			Number of meetings: 19
Members: Geraldine Fraser-Moleketi and Zwelibanzi Mntambo			Committee attendance: 94%

COMPOSITION AS AT 31 DECEMBER 2021

ROLE AND PURPOSE

Duties and responsibilities of the remuneration committee			Duties and responsibilities of the nomination committee
Remuneration governance Oversee the development and regular review of the remuneration policy that articulates and gives effect to the board's direction on fair, responsible and transparent remuneration Oversee the implementation and execution of the remuneration policy Exercise any power or discretion vested in the board under any remuneration scheme established for the benefit of Exxaro's employees Review executive and senior management remuneration and performance measurements Oversee fees for non-executive members for services as directors as approved by shareholders Provide mandates for non-bargaining and bargaining unit employee salary negotiations Governance of performance management			Board and board committee structure, size and composition Monitoring the board's performance against its targets for race and gender representation in its membership Nomination and appointment of directors Induction and ongoing development of directors Board and board committee succession planning for key positions, including the chairperson and chairpersons of committees Review succession planning for executive directors, key executives for the group and any subsidiaries and ensure the availability of the succession plan for the CEO and FD Board and board committee performance evaluation

TERMS OF REFERENCE

The committee's terms of reference were reviewed in 2021, and the board approved the amendments. The terms of reference are aligned with legislation, regulations and King IV. 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.

KEY FOCUS AREAS

2021/2022			Status
Ensure the implementation of the remuneration philosophy and supporting policies and schemes (incorporating malus and clawback and minimum shareholding requirements)			Achieved
Oversee the development of a reward framework based on performance and revised vesting conditions/production incentives/project milestone incentives/project milestones			Achieved
Review the nature and adequacy of the performance measurement methodology applied throughout the company			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

CONFIRMATION

The remuneration and nomination committee duly regarded the principles and recommended practices of King IV in carrying out its respective duties. The committee is satisfied that it considered and discharged its responsibilities in accordance with its terms of reference.

The detailed committee report is captured in our ESG report on remuneration and committee report