Our executive team

Working tirelessly to deliver on Exxaro's Sustainable Growth and Impact strategy

Hemuna Bhola (51)

Acting executive head: human resources

MAdmin (industrial psychology) (University of Durban-Westville), MBA (University of Pretoria, GIBS)

Skills and experience

Hemuna is a seasoned leader in the mining industry with 21 years of mining experience. She joined Exxaro (then Kumba Resources) in 2002 where she started her career heading up Management and Functional learning. She was appointed as Exxaro's succession planning manager in 2006, HR manager in 2009, regional HR manager for the Mpumalanga region in 2012, group manager: strategic workforce planning in 2015 and group manager: talent management in 2017.

Her skills include talent management, leadership and management development, strategic workforce planning, HR operational management, learning and development, employer relations and performance management. Hemuna's passion lies in coaching and mentoring talent towards achieving their highest potential. She is a strong advocate for woman and youth development.

Alex de Angelis (42)

Executive head: strategy and business transformation

BSc (mechanical engineering) (University of Cape Town)

Skills and experience

Alex has a mechanical engineering background with mining experience across a range of commodities. In his early career, he worked at several platinum and gold mines in South Africa and Australia. He moved into strategy consulting for 13 years, working on large-scale strategy, transformation and innovation projects across a range of companies. Alex leads strategy and business transformation at Exxaro, focusing on where the organisation's direction and capabilities are required to thrive now and in the future. He is passionate about innovation and continuous learning to drive impact within Exxaro, our communities and broader society. Alex spends his spare time following new technologies and trends, keeping fit and being with his family.

Leon Groenewald (56)

Managing director: energy

CA(SA), Associate member of CIMA

Skills and experience

Leon joined Exxaro (then Iscor) in 1997, during this time he occupied the following roles including Manager Finance and Administration from 1997 to 1999, Head of Finance, Coal 1999 to 2011, Performance Manager Growth 2012 to 2014, Group Manager Strategic Investments 2015 to 2016, General Manager Corporate Finance 2016 to 2019 and finally seconded to Exxaro's renewable energy business from 2019 to date. His skills include leadership in various teams, strategic planning and execution, finance and deal-making. He is energised about crafting plans translating into deliverables by working with multifaceted teams and talent that result in real business solutions.

Kgabi Masia (47)

Managing director minerals

Appointed with effect from 1 March 2022

BTech (extractive metallurgical) (University of Johannesburg), Advanced Management Programme (INSEAD)

Skills and experience

Kgabi has served on many boards, including RBCT, as chair of the Glencore JV with South32 and its London marketing company. His career was primarily in the energy coal business at BHP Billiton and South32 in South Africa and across Africa with additional exposure to other minerals such as aluminium and manganese. Following the spin-off from BHP Billiton, Kgabi remained with the South32 energy coal business from operations to commercial, leading the function in Africa and supporting aluminium, coal and manganese operations, contract oversight/negotiations and supply. From 2018 to 2021, he served as president of South Africa Energy Coal with oversight of all operations as well as profit and loss, driving the overall strategy and overseeing its acquisition by Seriti Resources.

Johan Meyer (54)

Executive head: projects and technology

BEng (metallurgy) (University of Pretoria), MBA (University of Stellenbosch), Advanced management programme (INSEAD Business School, France), Certified director (IoDSA)

Skills and experience

Johan started his career in production management at Iscor's Pretoria steel works. He worked at KZN Sands, headed research and development at Kumba Resources, as part of the leadership team of Mineral Sands (Tronox), BU manager of Zincor and Exxaro corporate office. His current role focuses on delivering coal growth projects of approximately R20 billion as well as developing integrated resource and reserve LoM plans and supporting implementation of the minerals strategy. He is passionate about leading people and powering better lives.

Mzila Mthenjane (52)

Executive head: stakeholder affairs

BSc (mining engineering) (Wits University), Senior Management Development Programme (Graduate Institute of Management and Technology), Executive Development Programme (INSEAD)

Skills and experience

Mzila is a mining engineer with combined experience in mining and investment banking of 30 years. In addition to almost 10 years at Exxaro, he spent seven years in deep-level gold mining at AngloGold Ashanti and Gold Fields in senior mine management and corporate development roles as well as six years in investment banking at Rand Merchant Bank and Deutsche Bank. His knowledge of the mining business, sustainability and stakeholder management was honed over six years as executive: business sustainability at Royal Bafokeng Holdings and Royal Bafokeng Platinum. He joined Exxaro in May 2013 in his current role, which has evolved over the past 10 years.

Mongezi Veti (59)

Executive head: sustainability

HDip (metalliferous mining and coal mining) (University of Johannesburg), MBL (Unisa), Advanced Management Programme (Wharton), Mine Overseer's Certificate, Mine Manager's Certificate of Competency (fiery mines)

Skills and experience

Mongezi has been executive head: sustainability at Exxaro since 2010. In his career since the 1980s, he has earned extensive mining experience in the gold, platinum and coal sectors. He is a certificated professional engineer registered with the Engineering Council of South Africa. Mongezi was also placed third in the Sustainability magazine's list of top 10 Chief Sustainability Officers in 2022.

Andiswa Ndoni (55)

Group company secretary (ex officio member)

BProc (University of Transkei, now WSU), LLB (University of Natal), Global Executive Development Programme (University of Pretoria, GIBS), Certificate in Corporate Governance (University of Johannesburg), Certificate in Advanced Company Law (Wits University)

Skills and experience

Andiswa is an admitted attorney of the High Court of South Africa. She has over 29 years' experience as an attorney and 16 years as a company secretary. Andiswa is a former company secretary and legal counsel for Basil Read Limited and a former group company secretary and group executive for governance, compliance and sustainability for Barloworld Limited. She also sits on the Competition Tribunal as a part-time member.

Roles and responsibilities of Exxaro's executive committees

The executive committee assists the CEO in managing the group's business and leads implementation and execution of the strategy, policies and operational planning, subject to statutory limitations, enabled by the board's delegation of authority to the CEO and the executive committee. The executive committee, in carrying out their duties, have due regard of King IV governance principles, the company's MoI, their terms of reference, delegations of authority and group governance framework.

The board reserves overall responsibility for establishing the business objectives and targets of the group, and for the strategic direction and control of the group's business activities. Between board meetings, the executive committee is authorised, subject to its delegated powers and reporting its significant decisions to the next available board meeting, to take management action it considers necessary to safeguard the group's interests, and to enhance and drive the strategy, business objectives and targets established by the board.

Group executive committee

Our group executive committee, in the authorities delegated to it by the board, is responsible for, among others:

• Overseeing the group's financial, operational and sustainable performance
• Guiding the company in its relations with shareholders and other key stakeholders, including employees, regulators, government, customers, suppliers and the media
• Developing and recommending group strategy to the board for approval
• Reviewing strategic KPIs approved by the board
• Overseeing the implementation of board strategy within the board's risk appetite approved by the board
• Reviewing the adequacy of reporting arrangements and the effectiveness of internal control and risk managemen
• Approving expenditure and other financial commitments specified in the delegation of authority framework
• Making recommendations to the board, where expenditure and other financial commitments are above the authorities delegated to the executive, and seeking necessary approvals
• Recommending memoranda that require formal recommendation in terms of the delegation of authority framework to board committees and/or the board
• Loading memoranda to be noted by board committees and/or the board into the Diligent reading room at least seven working days before the board committee or board meeting to ensure members and standing invitees are familiar with the contents and that the documents are of the required standard
• Performing other functions determined by the board from time to time
• Reviewing and approving the terms of reference of the minerals executive and investment review committees

The group executive committee excludes matters relating to the group's energy business, which is managed by the energy executive committee.

Cennergi executive committee

As part of the group governance review in 2021, the Cennergi executive committee was constituted to assist the CEO in managing Exxaro's energy business. The Cennergi executive committee, in the authorities delegated to it by the board, is responsible for, among others:

• Developing and recommending energy business strategy to the board for approval
• Developing and recommending energy investment guidelines for approval by the board, and considering and approving the energy investment process
• Reviewing strategic KPIs approved by the board and recommending any changes to the board
• Overseeing the financial, operational and sustainable performance of the energy business, including technical oversight
• Guiding the group in its relations with shareholders and other key stakeholders, including employees, regulators, politicians, environmental interests and the media
• Overseeing adoption and implementation of documentation of the group-wide governance principles and policies as prescribed by the board in the group governance framework
• Overseeing the distinction between corporate functions and group functions relating to oversight, policies, practices, controls and services
• Overseeing the implementation of board strategy within the risk appetite approach
• Reviewing the adequacy of reporting arrangements and effectiveness of internal control and risk management
• Approving expenditure and other financial commitments specified in the energy delegations of authority framework
• Approving or recommending human resource appointments specified in the energy delegations of authority framework
• Approving or recommending for approval transactions, projects and agreements, among others, specified in the energy delegations of authority framework
• Where expenditure and other financial commitments are above the authorities delegated to the committee, making recommendations to the board seeking necessary approva
• Recommending memoranda, which require formal recommendation in terms of the delegation of authority framework, to the board committee and/or board, as the case may be, for approval
• Loading memoranda to be noted by any board committee and/or the board in the Diligent reading room, as far as reasonably practical, at least seven working days before the board committee or board meeting to allow members and standing invitees to be familiar with the contents and ensuring the documents are of the required standard
• Considering and recommending the energy budget to the board for approval
• Recommending periodic (at least twice a year) portfolio reporting to the board's investment committee
• Performing other functions determined by the board from time to time

The Cennergi executive committee engages with a panel of independent professionals with specific experience in the renewable energy sector and markets to receive recommendations and guidance on material acquisition, merger/investment or disposal opportunities, and ongoing related material transactions and matters in the scope of the approved energy strategy, including ongoing portfolio management of the energy business, existing and post-investment reviews and management.

Other sub-committees of the group executive committee

The group executive committee formed the following sub-committees that support and report to the group executive committee:

1. ESG steering committee established at the end of 2022 and mandated to ensure integration of ESG as part of the Exxaro strategy and consciously embed ESG in everything we do
2. ESD committee established in 2017 to integrate, implement and embed ESD within Exxaro
3. Ethics committee established to assist the executive committee and SERC in fulfilling its statutory duty set out in Regulation 43 of the Companies Act regarding elimination of corruption, including fraud, extortion and bribery, in terms of the UNGC principles and the OECD recommendations regarding corruption
4. Group investment review committee established to oversee management review processes for major investments and divestments
5. Insider dealing committee established to provide guidance and clarity to employees and directors on insider trading or price-sensitive information as well as prohibited or closed periods

Executive committee performance

Group executive committee meeting attendance

The executive team held five meetings and seven special meetings in 2022. Attendance is outlined in the table below.

Members	Designation	Attendance
Dr Nombasa Tsengwa	CEO and chairperson	92%
Hemuna Bhola	Acting executive head: human resources	100%
Riaan Koppeschaar	FD	100%
Alex de Angelis	Executive head: strategy and business transformation	92%
Kgabi Masia	Managing director minerals	92%
Johan Meyer	Executive head: projects and technology	75%
Mzila Mthenjane	Executive head: stakeholder affairs	92%
Mongezi Veti	Executive head: sustainability	100%
Andiswa Ndoni	Group company secretary (ex officio)	92%

Cennergi executive committee meeting attendance

The executive team held 10 meetings and four special meetings in 2022. Attendance is reflected in the table below.

Members	Designation	Attendance
Dr Nombasa Tsengwa	CEO and chairperson	100%
Leon Groenewald	Managing director: energy	100%
Riaan Koppeschaar	FD	100%
Andiswa Ndoni	Group company secretary (ex officio)	100%

Executive committee performance

As stated above, the strategic performance dashboard is an analytics tool that manages board, board committee, executive committee, functional and operational KPIs of strategic importance to the organisation. Agreed KPIs, and their targets, are informed by tactical plans that deliver on our strategy. The strategic performance dashboard promotes management discussion and analysis, and is aligned with the requirements of King IV. The strategic performance dashboard was reviewed in 2021 with a revised philosophy based on the Sustainable Growth and Impact strategy and new focused KPIs for the board cascading down to management. Group executive committee KPIs that drive performance of selected board KPIs track progress towards our desired portfolio as well as the energy executive committee KPIs.

The executive committee measures and manages Exxaro's strategy and performance so that stakeholders can have a transparent and consolidated view of value creation and sustainability drivers.

Strategic key performance indicators

Group company secretary

Andiswa Ndoni was appointed group company secretary and legal from 1 November 2021. The board recognises the pivotal role that the group company secretary plays in establishing effective processes and systems to ensure that good corporate governance is part of the fibre of the organisation and entrenched in the culture. The role and responsibilities of the group company secretary are described below.

Function

Role and responsibilities

Group company secretary

Guide the directors collectively and individually in their duties, responsibilities and powers Make directors aware of any law relevant to the company Report any failure on the part of the company or a director to comply with the MoI or Companies Act Ensure board procedures are followed and reviewed regularly Ensure compliance with applicable rules and regulations for conducting the affairs of the board Facilitate a programme for the induction and ongoing development of directors Maintain statutory records in accordance with legal requirements Guide the board on proper discharge of its responsibilities in the best interests of the company Provide professional and independent guidance on corporate governance matters to assist the board in exercising ethical and effective leadership Keep abreast, and inform the board, of current and new developments regarding corporate governance thinking and practice Fulfil all other functions assigned to the position by the Companies Act and by any other legislation Ensure proper compilation and timely circulation of board papers Obtain appropriate responses and feedback on specific agenda items and matters arising from earlier meetings in board deliberations Ensure that the proceedings of the board, board committees and shareholder meetings are properly recorded and minutes of meetings are circulated to the directors timeously Assist the nomination committee in evaluating the performance of the board, its committees and individual directors

With her appointment and in compliance with paragraph 3.84(h) of the JSE Listings Requirements, an evaluation of the incumbent group company secretary in 2022 satisfied the board of Andiswa's competence, qualifications and experience.

The board was comfortable that she maintained an arm's length relationship with individual directors and that she was neither a director nor a public officer of the company or any of its subsidiaries.