ROLE AND PURPOSE

The committee is constituted as a board committee in terms of section 72 of the Companies Act, the memorandum of incorporation and King IV.

The committee's role is as follows:

Risk management

The committee oversees that Exxaro has implemented an effective policy and plan for risk management that will enhance our ability to achieve our strategic objectives and that risk disclosure is comprehensive, timely and relevant.

The board, management and other personnel execute risk management applied in strategy setting and across the business. Risk management is designed to identify potential events that may affect the organisation and manage risks to be within Exxaro's risk appetite, and ultimately, to provide reasonable assurance regarding the achievement of the organisation's objectives. Risk governance refers to the governance structures and mechanisms established within the organisation in terms of which decisions regarding risk are taken and implemented.

The committee is responsible for reviewing the ERM process, including key risks facing Exxaro, and ensuring responses exist to address these risks.

Business resilience

Business resilience is the ability of an organisation to absorb and adapt in a changing environment to enable it to deliver its objectives, survive, and prosper. Risk, incident, crisis and business continuity management are among the key elements of business resilience. The role of the committee is to oversee the appropriateness of Exxaro's crisis response plans and frameworks.

TERMS OF REFERENCE

The committee's terms of reference were extensively reviewed in 2021 to include business resilience in its role and responsibilities, which amendment was approved by the board. The terms of reference are aligned with legislation, regulations and King IV.

KEY FOCUS AREAS

2021/2022			Status
Review relevance of current KPIs and the completeness of current and emerging risks and whether these are in line with approved strategy			Ongoing
Review risk governance efforts to ensure monitoring of key risks impacting the organisation's strategic objectives. This includes the review of completeness of current and emerging risks and whether in line with strategy			Ongoing
Ensure effective plans are in place based on the impact of business disruption - plans are up to date and no significant incidents have occurred that led to business disruption			Achieved
Review the risk appetite for Exxaro			Achieved
Review the key compliance risks for Exxaro related to our licence to operate			Achieved
Based on the key risks, recommend the appropriate predictive and proactive reporting and engagement with key stakeholders (including the integrated report)			Achieved
Review the governance of technology and information to ensure it incorporates technology and information risks to enable strategy and ensure business resilience			Ongoing
Review business resilience key elements to ensure business strategy compliance			Achieved

CONFIRMATION

The committee is satisfied that it has discharged its responsibilities and fulfilled its mandate in accordance with its terms of reference, the Companies Act and King IV.

The detailed committee report is captured in our ESG report on communities.