Board of directors

The board is responsible for setting the strategic direction, supervising the operational activities of Exxaro and its performance while balancing the company's interests as a responsible corporate citizen with the legitimate needs and expectations of stakeholders. For the year in review, we are proud to present the following board members:

1. Mvuleni Geoffrey Qhena (57)	2. Dr Geraldine Fraser-Moleketi (62)	3. Karin Ireton (67)	4. Ben Magara (55)
Director since 19 April 2021 and board chairman from 27 May 2021 Senior Executive Programme (jointly offered by Harvard Business School and Wits Business School), Advanced Taxation Certificate (Unisa), CA(SA), BCompt (Unisa) Other listed boards: Investec Bank Limited	Director since 18 May 2018 DPhil honoris causa (North West University), DPhil honoris causa (Nelson Mandela University), MPA (University of Pretoria) (cum laude), Leadership Programme (Wharton), Digital Savvy Board Member Certificate (MIT Sloan School of Management), Fellow of the Institute of Politics (Harvard) Other listed boards: Standard Bank Group Limited, The Standard Bank South Africa Limited and Tiger Brands Limited	Independent non-executive director Director since 7 February 2022 MA (international political economy) (University of Leeds), International Programme for the Management of Sustainability (Netherlands), Environmental Impact Assessment and Management (University of Aberdeen) Other listed boards: None	Independent non-executive director Director since 7 February 2022 BSc (Hons) (mining engineering), Advanced Management Programme (GIBS), Accelerated Management Development Programme (London Business School) Other listed boards: Grindrod Limited and WEIR Group plc

5. Billy Mawasha (44)	6. Nondumiso Medupe (52)	7. Dr Phumla Mnganga (54)	8. Isaac Mophatlane (49)
Independent non-executive director Director since 7 February 2022 BSc (electrical engineering), Government Certificate of Competency for Engineers, Factories (electrical), Government Certificate of Competency for Engineers, Mines and Works (electrical), Global Leadership and Public Policy for the 21st Century (Harvard Kennedy School), Advanced Management Programme (Kellogg School of Management), Accelerated Development Programme (London Business School), Programme for Management Development (GIBS) Other listed boards: Impala Platinum Holdings Limited and Metair Investments Limited	Independent non-executive director Appointed 3 January 2023 CA(SA) SAICA, PGDip (Accounting) (University of KwaZulu-Natal), BAcc (University of Durban Westville), Certificate in Sustainability Leadership and Corporate Governance (London Business School) Other listed boards: Alexander Forbes Limited and City Lodge Hotels Limited	Independent non-executive director Director since 7 February 2022 PhD (entrepreneurship/entrepreneurial studies) (Wits Business School), MBL (business management) (Unisa), BEd (University of KwaZulu-Natal), BA (University of KwaZulu-Natal) Other listed boards: Adcorp Holdings Limited, Altron Holdings Limited	Independent non-executive directorr Director since 22 May 2018 Technology entrepreneur Other listed boards: Pepkor Holdings Limited

Board nominees for the upcoming 22nd AGM
As per our board charter and the board's nomination and appointment policy, directors shall be individuals of calibre, integrity and credibility, with the necessary skills and experience. The nomination committee has reviewed the composition, gender and racial balance of the board and evaluated the independence (where applicable), performance and contribution of the directors listed below, as well as their individual knowledge, skills and experience and the board will propose the following directors for election and re-election to shareholders at the upcoming AGM:
Re-election	Appointed
Zwelibanzi Mntambo	28 November 2006
Chanda Nxumalo	1 February 2021
Election	Appointed
Nondumiso Medupe	3 January 2023

9. Vuyisa Nkonyeni (53)	10. Chanda Nxumalo (39)	11. Peet Snyders (62)	12. Isaac Malevu (48)
Independent non-executive director Director since 3 June 2014 BSc (Information Processing) (Rhodes University), BSc (Hons) (Rhodes University), Postgraduate Diploma in Accounting (University of Cape Town), CA(SA) Other listed boards: Emira Property Fund Limited, Barloworld Limited and Africa Cellular Towers Limited	Independent non-executive director Director since 1 February 2021 University of Oxford, MEng (economics and management) Other listed boards: None	Independent non-executive director Director since 1 July 2016 BEng (mining) (University of Pretoria), Diploma in Marketing Management (Unisa), MCom (business management) (University of Johannesburg), Mine Manager's Certificate of Competency (coal and metalliferous) (Government Competency Exams) Other listed boards: None	Non-executive director Director since 22 June 2021 BCom (Wits), Postgraduate Diploma in Accounting (University of KwaZulu-Natal), SAICA member Other listed boards: Italtile Limited

13. Likhapha Mbatha (68)	14. Zwelibanzi Mntambo (65)	15. Mandlesilo Msimang (46)	16. Dr Nombasa Tsengwa (58)
Non-executive director Director since 3 June 2014 BA (University of Lesotho), LLB (University of Lesotho), LLM (Wits) Other listed boards: None	Non-executive directorr Director since 1 February 2021 BJuris (North-West University), LLB (North-West University), LLM (Yale University) Other listed boards: None	Non-executive director Director since 1 July 2016 MSc (Utilities Regulation) (London School of Economics), BA (Cornell University) Other listed boards: None	CEO and executive committee chairperson Director since 22 June 2021 PhD (agronomy), Executive Development Programme (INSEAD) Other listed boards: None

17. Riaan Koppeschaar (52)

FD Executive director since July 2016 CA(SA), Advanced and Associate Programmes in Treasury Management (Unisa), Advanced Diploma in Taxation (Unisa), Advanced Management Programme (INSEAD), BCom (Hons) (University of Pretoria), Certificate in Theory of Accounting (University of Pretoria) Other listed boards: None

Board composition

In 2021 and 2022, there were numerous changes to the Exxaro board with the appointment of several new directors. Achieving suitable board composition and appropriate balance of power between individual directors and/or groups of directors, to enable the board to operate effectively and in the interests of the company, requires deliberate policy parameters.

The board adopted a policy giving expression to the broader definition of board diversity and inclusion, together with revised targets, as well as a nomination and appointment guidance note.

The board committed to striving towards the appropriate size, balance of power, independence, diversity, skills, knowledge and experience to discharge its governance role and responsibilities objectively and effectively without compromising common purpose, involvement, participation and a sense of responsibility among the directors necessary to meet the company's strategic objectives.

All new directors shall be individuals of calibre, integrity and credibility with the necessary skills and experience. In this regard, the nomination committee shall ensure continuity of directorship within the board and undertake succession planning on behalf of the board, which includes the identification, mentorship, and development of future candidates for directorship of Exxaro.

Independence

The principles of good governance, King IV and the JSE Listings Requirements recommend holistic independence assessments with a substance-over-form approach in accordance with certain criteria. Annual assessments are therefore based on King IV independence requirements and section 94(4) of the Companies Act.

In line with King IV, assessments are conducted annually to confirm that members exercise objective judgement. The assessments also confirm that there is no interest, position, association or relationship, judged from the perspective of a reasonable and informed third party, likely to unduly influence or cause bias in decision making. The nomination committee considered the independence assessments and recommended for board approval directors that may be recognised by the board as independent.

The progress of our board's diversity over the past three years, ended 3 January 2023, is shown in the following graphs.

Racial diversity

For racial diversity, the board consistently achieved its 50% target and increased its racial target to 60% black representation as defined in the B-BBEE Act, 2003 (Act 53 of 2003), in 2021. As at 3 January 2023, the board achieved a total of 82% black representation.

Gender diversity

In 2017, the board voluntarily set a gender diversity target of 30% black female directors by 2022. This target was exceeded in 2021. A new target of 40% black female representation was accordingly set. We achieved the target of 41% black female and overall female representation of 47% as at 3 January 2023.

The nomination committee addressed an identified skill gaps after a rigorous board effectiveness evaluation. To ensure continuity of experience and knowledge, the company has a staggered approach to re-election of directors in terms of the MoI. Directors are selected for retirement by rotation in terms of the MoI and, following assessment by the remuneration and nomination committees, may be presented to shareholders for re-election at the AGM.

Details about rotation, retirement and election of directors can be found in the notice of the AGM.

Our non-executive director tenure as at 3 January 2023 is illustrated below:

Director competence and diversity in skills and experience

Our directors are carefully selected to ensure a balanced amalgamation of expertise and experience for effective decision making on behalf of Exxaro. In accordance with King IV, directors should be knowledgeable, skilled, experienced, diverse and independent to effectively discharge their governance responsibilities.

Exxaro considers, over and above management experience, the following technical expertise when appointing directors:

• Mining industry
• Mining engineering
• Energy
• Sustainability and environment
• Technology and innovation

Skills and experience on Exxaro's board are illustrated in the matrix below.

Diversity of skills and experience

As at 31 December 2022, our non-executive director skills and experience was evaluated by an independent person, with the top five categories of the matrix representing the key stewardship areas of the board:

Exxaro Grootegeluk mine pit

Board leadership

Our board is led by an independent non-executive chairperson, Mvuleni Geoffrey Qhena, in compliance with paragraph 3.84 of the JSE Listings Requirements and the recommended practices of King IV.

Dr Geraldine Fraser-Moleketi continues to serve the board as lead independent non-executive director.

The role of the chairperson is separate and distinct from that of our CEO. Separation of powers and responsibilities, as set out in the board charter, ensures that no single person has unfettered decision-making powers and that there is an appropriate balance of power at board level.

Roles and responsibilities of the chairperson, CEO and lead independent non-executive director

Functions	Responsibilities
Chairperson	An independent non-executive director responsible for setting the tone for ethical culture at board level, and ensuring adherence to the rules of conduct and etiquette set out in the board charter Represents the board to shareholders and other stakeholders relating to performance of the company Ensures the integrity and effectiveness of the governance processes of the board Manages conflicts of interest at board meetings in accordance with applicable legal requirements and best practice Maintains a collegial yet arm's length relationship with board members and management Ensures board decisions are executed In collaboration with the group company secretary, ensures the contents and order of the agenda are correct Maintains regular dialogue with the CEO on operational matters and promptly consults with the board on any matter that presents cause for major concern Acts as facilitator at board meetings to ensure no executive or non-executive director dominates discussions, appropriate discussions take place, relevant opinion among directors is forthcoming and discussions result in logical and understandable outcomes Plays a crucial role in ensuring the board has effective leadership and its composition is appropriate and adequate to enable it to effectively fulfil its functions Provides necessary direction for an ethical and effective board, and forms the link between the board, the CEO and management
CEO	Formulates and develops the company's short, medium and long-term strategic vision to realise its core purpose and values, considering relevant risks and opportunities that will generate satisfactory levels of value creation, as defined by King IV Leads the implementation and execution of approved strategy, policy and operational planning as the chief link between management and the board while monitoring and managing the company's day-to-day operational requirements and administration Develops and recommends business plans, policies and objectives for board consideration, accounting for business, economic and political trends that may affect the operations of the company Manages and ensures the submission of timeous and accurate reports, financial statements and consolidated budgets for board consideration Oversees the company's financial management, including financial planning, cash flow and management reporting Is involved in group affairs as executive committee chairperson Does not cause or permit practices, activities or decisions by or in the group that are contrary to commonly accepted good business practice, good corporate governance or professional ethics Ensures key management functions are headed by individuals with the necessary competence and authority, and that they are adequately resourced and performance managed Sets the tone at management level in providing ethical leadership and creating an ethical environment and culture and maintaining a positive ethical work climate conducive to attracting, retaining and motivating a diverse group of employees Ensures implementation and execution of the company's codes of conduct and ethics policies
Lead independent non-executive director	Leads in the absence of the chair Serves as a sounding board for the chair Acts as intermediary between the chairperson and other directors, if necessary Deals with shareholders' concerns where contact through normal channels has failed to resolve concerns or where such contact is inappropriate Strengthens independence on the board if the chair is not an independent non-executive director Chairs discussions and decision making by the board on matters where the chairperson has a conflict of interest Ensures the chairperson adheres to the rules of conduct and etiquette set out in the board charter Leads the chairperson's performance appraisal when an independent service provider is not used to facilitate the process

Performance of our board

Board meeting attendance

Members	Designation	Attendance of quarterly meetings	Attendance of special meetings
Mvuleni Geoffrey Qhena	Independent non-executive director and board chairperson	5/5	2/2
Dr Geraldine Fraser-Moleketi	Lead independent non-executive director	5/5	2/2
Karin Ireton	Independent non-executive director	5/5	2/2
Ben Magara	Independent non-executive director	5/5	2/2
Isaac Malevu	Non-executive director	4/5	1/2*
Billy Mawasha	Independent non-executive director	5/5	2/2
Likhapha Mbatha	Non-executive director	4/5	2/2
Dr Phumla Mnganga	Independent non-executive director	5/5	2/2
Zwelibanzi Mntambo	Non-executive director	5/5	2/2
Isaac Mophatlane	Independent non-executive director	5/5	2/2
Mandlesilo Msimang	Non-executive director	5/5	2/2
Ras Myburgh	Independent non-executive director	2/2**	0/1**
Vuyisa Nkonyeni	Independent non-executive director	4/5	2/2
Chanda Nxumalo	Independent non-executive director	5/5	2/2
Peet Snyders	Independent non-executive director	5/5	2/2
Dr Nombasa Tsengwa	CEO and executive director	5/5	2/2
Riaan Koppeschaar	FD and executive director	5/5	2/2
Mxolisi Mgojo	Former CEO and executive director	1/2***	2/2

*	Isaac Malevu was recused from one special board meeting.
**	Ras Myburgh retired by rotation at the 21st AGM on 25 May 2022.
***	Mxolisi Mgojo retired on 31 July 2022.

Evaluation

An independent service provider evaluated the board during September 2022.

Over the past two years a new chairperson, executive director and seven non-executive directors were appointed. Overall, this enhanced the required skills set of the board. The transition to Mvuleni Geoffrey Qhena as chairperson went smoothly and he provides productive leadership to ensure constructive debate regarding strategic and operational issues. The internal appointment of Dr Nombasa Tsengwa as CEO was successful with her institutional knowledge and experience advancing the transition period.

The evaluation found no significant matters of concern. The board functions effectively and there is strong adherence to good corporate governance. Based on this appraisal, the chairperson will conduct one-on-one feedback sessions with each board member. The board has depth in traditional core skill areas and is proactively addressing the succession of long-standing directors. Areas of ongoing focus include progressing the group's strategy on the renewable energy pillar of the business and enhancing main board and sub-committee meeting effectiveness.

Conclusion

The board is satisfied that it complied with the provisions of the Companies Act and relevant laws of establishment relating to its incorporation, and that the company is operating in conformity with its MoI and other relevant constitutional documents. The board is also satisfied that it fulfilled its responsibilities in accordance with its charter and King IV during the reporting period.