Investment committee

Chairperson: Isaac Mophatlane	Meetings: Eight
Members: Billy Mawasha, Isaac Malevu, Mandlesilo Msimang, Chanda Nxumalo, Vuyisa Nkonyeni and Peet Snyders	Attendance: 85.5%

Investment committee report   (ESG report)

Composition during 2022

 

Role and purpose

The committee has an independent role in terms of which it operates and makes recommendations to the board, monitors on behalf of the board and reports to the board on material acquisition, merger/investment or disposal opportunities, and ongoing material transactions and related matters in the scope of the approved energy and minerals sustainable growth strategy, including ongoing portfolio management of these businesses, existing and post-investment reviews and management.

The committee's role is to review the strategic fit and risk appetite, and financial, technical and legal due diligences for major investments. It shall further ensure adherence to all Exxaro's governance processes at all times and that the approved hurdle rates, set from time to time, are met before any funds are committed. An investment opportunity will therefore first serve at the investment committee where a detailed review shall be conducted in line with the investment criteria approved by the board. After the review, the investment opportunity may be recommended by the committee to the board for final approval.

The committee's role expanded in 2022 to include consideration of Exxaro's capital allocation strategy.

Terms of reference

The committee's terms of reference were reviewed and are aligned with legislation, regulations and King IV. The committee is satisfied that it has conducted its affairs and discharged its responsibilities in accordance with its terms of reference.

Key focus areas for 2023	Status
Divestments: The committee received updates on the proposed divestments in line with Exxaro's strategy	Ongoing
Acquisitions: The committee considered potential acquisitions by the energy and minerals business in line with Exxaro's strategic objectives	Ongoing
Governance: The committee reviewed its terms of reference	Ongoing
Investment framework: To ensure it fulfils its role, the committee considered a framework that would serve as a guideline for presentations of investment and acquisition opportunities	Ongoing

Confirmation

The committee, in carrying out its duties, has due regard of its terms of reference and the principles and recommended practices of King IV.