Summarised governance report

Social, ethics and responsibility committee

Chairperson: Geraldine Fraser-Moleketi			Number of meetings: Nine
Members: Likhapa Mbatha, Isaac Mophatlane and Peet Snyders			Committee attendance: 100%

COMPOSITION AS AT 31 DECEMBER 2021

ROLE AND PURPOSE

The board included responsibility in the committee's title and mandate. As part of the company's governance review and as an agile response to organisational change, the board chose to strengthen the committee's mandate by entrenching responsible corporate citizenship as part of the committee's focused activities.

It was of paramount importance, being mindful of a difficult business climate which included a change in company strategy, that we maintained organisational ethics in how we conduct our operations.

The SERC performed a pivotal role in the deliberate pursuit of enhanced governance through oversight and regular monitoring of the organisation's actions and outputs, particularly, in the wake of heightened ESG sensitivity, with concern for employee's integrated wellness, health and safety; and in light of stark social inequalities, exacerbated by the COVID-19 pandemic.

TERMS OF REFERENCE

The committee's terms of reference were extensively reviewed in 2021 to include responsible corporate citizenship 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
Oversee implementation of diversity and inclusion strategy in support of the overall Exxaro strategy as a key business value driver			Ongoing
Scrutinise human capital strategies, human capital investment and oversight (strategic workforce issues) which impacts the company's brand and reputation			Ongoing
Oversee the implementation of the stakeholder engagement strategy and KAM approach for the eight identified stakeholder groupings			Ongoing
Monitor the ESD programme execution and targets achievement			Ongoing
Review the ongoing anti-bribery and anti-corruption programme implementation, including the rolling out of the conflict of interest programme and ensure an ethical culture			Ongoing
Ensure ESG is levered to build long-term competitive advantage, enhance resiliency to sustainability risks and attract the socially conscious investors, talent and customers			Ongoing

CONFIRMATION

The SERC confirmed that, in carrying out its prescribed duties, it duly regarded the principles and recommended practices of King IV and has discharged its responsibilities in accordance with its terms of reference and the Companies Act during the year. The committee is satisfied that it fulfilled its mandate and that there are no material instances of non-compliance to disclose and, if any material non-compliance existed, it was duly considered during the year.

The committee remains committed to contributing positively to the responsible pursuit of the SDGs, "the blueprint to achieve a better and more sustainable future for all people and the world by 2030".