Social, ethics and responsibility committee

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

Social, ethics and responsibility committee report  (ESG report)

Composition during 2022

 

Role and purpose

The committee mandate derives from the company's commitment to proactively managing its economic, environmental and social impacts, and the public interest, in addition to those laid down in section 72(4) of the Companies Act, read with Regulation 43, the MoI and King IV.

The company recognises that it forms part of an interrelated community and as such may have positive and negative impacts on the public interest and the global goal of sustainable development. The committee oversees the company's ethics with regard to business practices, its relationships with its employees and other stakeholders and the natural environment. It assists the board by monitoring the extent to which the group is achieving its shared value goals in a sustainable manner.

The board has primarily entrusted the committee with shared oversight of sustainability management without relinquishing overall responsibility.

Refer to ESG oversight by board committees

ESG matters shape and direct board discussions. This committee tracks the group's performance in line with the strategic KPIs within the committee's oversight responsibility. These indicators inform matters within the committee's mandate, which are brought to the attention of the board for discussion when required. As reported, under the auspices of the committee we are steadily working towards decarbonisation through our Sustainable Growth and Impact strategy. Our strategic objectives advocate for a Just Transition in a manner that balances South Africa's economic development needs, ecosystem protection and social adaptive capacity.

The committee thus performs an oversight role of the organisation's actions and outputs (how the company conducts business, specifically the application of its value system surrounding ethical standards and social responsibility).

Terms of reference

The committee's terms of reference were extensively reviewed in 2021 to include responsible corporate citizenship in its role and responsibilities. The terms of reference were reviewed in 2022 and the amendment approved by the board. The terms of reference continue to be aligned with legislation, regulations and King IV.

Key focus areas 2023	Status
Oversee implementation of the diversity, equity and inclusion strategy in support of the overarching Exxaro strategy as a key business value driver	Ongoing
Scrutinise human capital strategies, human capital investment and oversight (strategic workforce issues) that impact the group's brand and reputation	Ongoing
Oversee implementation of the stakeholder engagement strategy and key account management of eight identified stakeholder groupings	Ongoing
Review ongoing anti-bribery and anti-corruption programme implementation including rolling out of conflicts of interest programme and ensuring an ethical culture	Ongoing
Ensure ESG is leveraged to build long-term competitive advantage, enhance resilience to sustainability risks and attract socially conscious investors, talent and customers	Ongoing

Confirmation

The SERC is pleased to confirm that, in carrying out its duties, as prescribed, it has duly regarded King IV principles and recommended practices, and has discharged its responsibilities in accordance with its terms of reference and the Companies Act. Beyond mere compliance, the committee is also satisfied that it has fulfilled its non-statutory mandate and that there are no material instances of non-compliance to disclose. If any material non-compliance existed, it was duly considered during the year in review.