Exxaro Resources Limited
Integrated report 2022

Remuneration committee

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

Composition during 2022

Dr Phumla Mnganga

Dr Phumla Mnganga

Mvuleni Geoffrey Qhena

Mvuleni Geoffrey Qhena

Likhapha Mbatha

Dr Geraldine Fraser-Moleketi

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 fulfilment of remuneration matters as well as board governance and nomination matters.

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

Duties and responsibilities of the remuneration committee
  • Remuneration governance
  • Oversee development and regular review of the remuneration policy that articulates and gives effect to the board's direction on fair, responsible and transparent remuneration
  • Oversee implementation and execution of the remuneration policy
  • Exercise any power or discretion vested in the board under any remuneration scheme established for the benefit of employees of the group
  • Review executive and senior management remuneration and performance measurement
  • Oversee fees for non-executive members for services as directors, as approved by shareholders
  • Provide mandates for non-bargaining and bargaining unit employees' salary negotiations
  • Governance of performance management

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 also does not assume accountability 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 application of mechanisms to achieve and exceed employment equity.

Terms of reference

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

Key focus areas for 2023 Status
Approval of Cennergi's organisational structure and appointment of head distributed generation Ongoing
Revised group remuneration policy and reward framework Ongoing
Implemented incentives and scorecards: group STI, long-term incentive and production incentive schemes Ongoing
Revised performance management processes aligned to strategic objectives Ongoing
Board committee composition review and board and executive management succession planning including appointment of managing director: minerals Ongoing
Executive officer transition Ongoing
Policy improvements: Employee leave conditions and parental leave policy Ongoing
Non-executive director remuneration Ongoing
Committee work plan and terms of reference review Ongoing
Board continuing professional development Ongoing


The committee is satisfied that its ongoing work aims to align remuneration with the organisation's values of fairness and equity. The company continues to strive towards remuneration of employees in accordance with market-related salaries and equitable awards across the organisation.

The committee is also satisfied that employees are invested in achieving the company's strategic goals through a remuneration philosophy and policies that incentivise short-term and long-term performance awards with sufficient stretch built into targets.

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