Risk and business resilience committee

Chairperson: Peet Snyders	Meetings: Five
Members: Ben Magara, Mandlesilo Msimang, Ras Myburgh and Chanda Nxumalo	Attendance: 100%

Risk and business resilience committee report  (ESG report)

Composition during 2022

Role and purpose

The committee is a board committee in terms of section 72 of the Companies Act, the company's MoI and King IV. The committee's role is as follows:

Risk management

The committee's role is to oversee the implementation of an effective policy and plan for risk management that will enhance the group's ability to achieve its strategic objectives and that disclosure regarding risk is comprehensive, timely and relevant. Risk management is the process effected by the board, management and other personnel, applied in strategy setting and across the enterprise, designed to identify potential events that may affect the organisation and manage risks to be within its risk appetite, and ultimately to provide reasonable assurance regarding achievement of the organisation's objectives. Risk governance refers to the governance structures and mechanisms established within the organisation in terms of which decisions regarding risk are taken and implemented. The committee is responsible for reviewing the ERM process, including key risks facing Exxaro as well as responses in place to address these risks with particular focus on:

• Strategic risks
• Financial risks (technical debate on managing financial risk will take place at audit committee meetings but financial risks are part of the overall enterprise risk register over which this committee has oversight)
• Operational risks
• Regulatory compliance risks

Business resilience
Business resilience is the ability of an organisation to absorb and adapt in a changing environment to enable it to deliver its objectives, survive and prosper. Risk, incident, crisis and business continuity management are among the four key elements of business resilience. The role of the committee is to oversee the appropriateness of Exxaro's crisis response plans and frameworks.

Terms of reference

The committee's terms of reference were reviewed and enhanced in accordance with the 2022 Institute of Directors South Africa guidance, and approved by the board. The terms of reference continue to be aligned with legislation, regulations and King IV.

Key focus areas for 2022/2023	Status
Review relevance of current KPIs and completeness of current and emerging risks in line with approved strategy	Ongoing
Review risk governance efforts to ensure monitoring of key risks impacting strategic objectives (includes review of completeness of current and emerging risks in line with strategy)	Ongoing
Ensure effective plans are in place based on the impact of business disruption (plans are up to date and no significant incidents occurred that led to business disruption)	Ongoing
Review Exxaro’s risk appetite	Achieved
Review Exxaro’s key compliance risks related to licence to operate	Achieved
Based on the key risks, recommend appropriate predictive and proactive reporting as well as engagement with key stakeholders (including integrated report)	Achieved
Review governance of technology and information to ensure incorporation of technology and information risks to enable strategy delivery and ensure business resilience	Ongoing
Review business resilience key elements to ensure business strategy compliance	Achieved

Confirmation

The committee is satisfied that it has discharged its responsibilities and fulfilled its mandate in accordance with its terms of reference, the Companies Act and King IV.