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Exxaro Resources Limited
Integrated report 2022

Nomination committee

Chairperson: Mvuleni Geoffrey Qhena Meetings: Seven
Members: Dr Geraldine Fraser-Moleketi, Dr Phumla Mnganga, Zwelibanzi Mntambo and Ras Myburgh Attendance: 90.3%
Nomination committee report  (ESG report)

Composition during 2022

Mvuleni Geoffrey Qhena

Mvuleni Geoffrey Qhena
Chairperson

Dr Geraldine Fraser

Dr Geraldine Fraser-
Moleketi

Dr Phumla Mnganga

Dr Phumla Mnganga

Zwelibanzi Mntambo

Zwelibanzi Mntambo

Ras Myburgh

Ras Myburgh
(retired 25 May 2022)

Role and purpose

The committee's terms of reference leverage the benefit of cross-membership for the fulfilment of remuneration matters as well as board governance and nomination matters.

The committee is accountable to the board for the execution of its independent and objective oversight set out below.

Duties and responsibilities of the nomination committee
  • Board and board committee structure, size and composition
  • Monitoring the board's performance against race and gender diversity representation targets
  • Nomination and appointment of directors
  • Induction and ongoing development of directors
  • Board and board committee succession planning for key positions, including chairperson and committee chairpersons
  • Review succession planning for executive directors, key group executives and subsidiaries, and ensure availability of the succession plan for the CEO and finance director
  • Board and board committee performance evaluation

The committee does not assume the functions of management, which remain the responsibility of executive directors, prescribed officers and other members of senior management. It is also not accountable for the functions performed by other committees of the board.

Where board committee focus areas dovetail or overlap with this committee's oversight, there is seamless collaboration between committees to execute the broader effectiveness objective of the board – for example, in support of the diversity and inclusion strategy execution as it applies to fair pay or the application of mechanisms to achieve and exceed transformation targets.

Terms of reference

The committee's terms of reference were reviewed in 2022 and the amendments approved by the board. The terms of reference continue to be aligned with legislation, regulations and King IV.

Key focus areas 2023 Status
Diversity and inclusion policy Ongoing
Board composition Ongoing
Induction and ongoing development of directors Ongoing
Nomination and appointment of directors Ongoing
Succession planning Ongoing
Performance Ongoing

Confirmation

The nomination committee, in carrying out its respective duties, duly regarded the principles and recommended practices of King IV. The committee is satisfied that it has considered and discharged its responsibilities in accordance with its terms of reference.

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UNDERSTANDING OUR BUSINESS
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Driving transition through leadership
Driving value creation through transition
About our integrated report
Chairperson's statement
About Exxaro
Sustainable growth and impact
Our operating context

DRIVERS OF VALUE CREATION
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Our business model
Our material matters
Our business risks and opportunities
Creating value through stakeholder engagement

TRANSITIONING THE BUSINESS FOR GROWTH
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CEO's report
Our strategy: positioning Exxaro for sustainable growth and impact
Performance against our strategy and future focus
2022 strategic key performance indicators
Key strategic trade-offs

GOVERNANCE FOR VALUE CREATION
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Our leadership
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OUR PERFORMANCE
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Finance director's overview
Operational performance
Business resilience
Our people
Social licence to operate: enabling our legitimacy
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Responding to TCFD reporting requirements

OUR MINERAL RESOURCES AND MINERAL RESERVES
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Our mineral resources and mineral reserves

ADDITIONAL INFORMATION
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Glossary
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