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Exxaro Resources Limited
Environmental, social and
governance report for the year ended
31 December 2023

Executive leadership

We have conviction in Exxaro’s Sustainable Growth and Impact strategy. We are on the right path and focus is critical.

Dr Nombasa Tsengwa (59)

CEO

Appointed 1 August 2022

KEY

Executive director

Energy

Executive committee

Riaan Koppeschaar (53)

Finance director

Appointed 1 July 2016

Kgabi Masia (48)

Chief coal operations officer

Appointed 1 March 2022

BTech (extractive metallurgical) (University of Johannesburg), Advanced Management Programme (INSEAD)

Skills and experience

Kgabi has spent his career primarily within the Energy Coal business at BHP Billiton and South32 within South Africa and more broadly across the continent with additional exposure to other minerals such as Aluminium and Manganese. His early career with BHP Energy Coal was spent in several highly technical roles firstly as a metallurgist, project engineer and business improvement lead. In 2004, Kgabi was appointed process and metallurgical manager before progressing to general manager, processing and later to head of integrated operations within BHP Energy Coal. With the South32 spun off in 2015, Kgabi was appointed vice-president operation and later moved to a role of South32 Africa region vice‑president commercial for coal, manganese and aluminium responsible for energy and logistics strategy and supply chain. From 2018 until 2021, Kgabi served as president, South Africa energy coal with oversight operations and P&L, leading 4 100 FTEs (and more than 4 000 contractors), driving the overall strategy overseeing acquisition by Seriti Resources. Kgabi has served on many boards, including RBCT, was both the chair of Glencore JV with South32 Coal and the chair of their London marketing company. He has formerly served with the Minerals Council, where he served as chair of its coal leadership forum.

Leon Groenewald (57)

Managing director: energy

Appointed 1 April 2023

CA(SA), Associate member of CIMA

Skills and experience

Leon joined Exxaro (then Iscor) in 1997, during this time he occupied the following roles: manager: finance and administration (1997 to 1999); head of finance: coal (1999 to 2011); performance manager: growth (2012 to 2014); group manager: strategic investments (2015 to 2016); general manager: corporate finance (2016 to 2019); and finally seconded to Exxaro’s energy business from 2019 to date. He was appointed as MD of the energy business in 2023. His skills include leadership in various teams, strategic planning and execution, finance and deal making.

Mongezi Veti (60)

Chief sustainable impact officer

Appointed 3 January 2024

HDip (metalliferous mining and coal mining) (University of Johannesburg), MBL (Unisa), Advanced Management Programme (Wharton), Mine Overseer’s Certificate, Mine Manager’s Certificate of Competency (fiery mines)

Skills and experience

Since the start of his career, Mongezi earned extensive mining experience in the gold, platinum and coal sectors. He is a certificated professional engineer registered with the Engineering Council of South Africa. Mongezi was also placed third in the Sustainability magazine’s list of top 10 chief sustainability officers in 2022.

Johan Meyer (55)

Chief technology officer

Appointed 1 April 2015

BEng (metallurgy) (University of Pretoria), MBA (University of Stellenbosch), Advanced Management Programme (INSEAD), Certified director (IoDSA)

Skills and experience

Johan started his career in production management at Iscor’s Pretoria steel works. He worked at KZN Sands, headed research and development at Kumba Resources as part of the leadership team of Mineral Sands (Tronox), was BU manager of Zincor and Exxaro corporate office. His current role focuses on delivering coal growth projects of approximately R20 billion as well as developing integrated resource and reserve LoM plans and supporting implementation of the minerals strategy. He is passionate about leading people and powering better lives.

Andiswa Ndoni (56)

Group company secretary (ex officio member appointed 1 November 2021) and chief strategic resilience and governance officer

Appointed 1 August 2023

BProc (University of Transkei, now WSU), LLB (University of Natal), Global Executive Development Programme (University of Pretoria, GIBS), Certificate in Corporate Governance (University of Johannesburg), Certificate in Advanced Company Law (Wits), Coaching for Development Certificate from the (University of Cape Town)

Skills and experience

Andiswa is an admitted attorney of the High Court of South Africa. She has over 30 years’ experience as an attorney and 17 years as a company secretary. Andiswa is a former company secretary and legal counsel for Basil Read Limited and a former group company secretary and group executive for governance, compliance and sustainability for Barloworld Limited. She also sits on the Competition Tribunal as a part-time member.

Joseph Rock (54)

Chief people and performance officer

Appointed 16 October 2023

BA (Hons), MA (University of Essex, UK), ACA (UK), Advanced Management Programme (INSEAD)

Skills and experience

Joseph is a chartered accountant with over 30 years’ business experience spanning the consulting, public and private sectors. He has spent the past 15 years holding various roles across the human capital value chain, most recently as the former group head of people experience and chief operating officer for people and culture for Absa Group Limited, spanning 10 countries across the African continent. He has held various board roles including 10 years as a non-executive director of Shoprite Holdings Limited, serving four years as the chair of the remuneration committee.

Richard Lilleike (51)

Chief growth officer

Appointed 1 October 2023

BSc(Eng) (University of Cape Town), MA Business Administration (Wits)

Skills and experience

Richard has almost 30 years of engineering, consulting and investment banking experience. Having started his career working at Eskom’s power stations and then at EL Bateman in project management, Richard joined Marsh McLellan as an enterprise risk consultant, consulting primarily to the mining sector on a global basis. Subsequently, Richard joined Standard Chartered Bank as a mining investment banker, eventually leading the southern Africa mergers and acquisitions team originating and executing on a range of transactions across mining and metals, oil and gas, renewable energy, industrial and agricultural sector deals across the African continent.

Changes to the executive

Guided by our Sustainable Growth and Impact strategy, Exxaro established an energy business – Cennergi – underpinned by three pillars: distributed generation, utility generation, and services. To support strategy execution, Exxaro undertook an extensive process to appoint Leon Groenewald as the new managing director for Cennergi, effective 1 April 2023.

To further support the execution of the Sustainable Growth and Impact strategy, Exxaro, using an organisational effectiveness process, made the following executive appointments:

  • Andiswa Ndoni as chief strategic resilience and governance officer, effective 1 August 2023
  • Richard Lilleike as chief growth officer, effective 1 October 2023
  • Joseph Rock as chief people and performance officer, effective 16 October 2023

Exxaro bid farewell to Alex de Angelis, executive head: strategy and business transformation, and Mzila Mthenjane, executive head: stakeholder affairs, who took up the position as CEO of the Minerals Council South Africa. We thank Alex and Mzila for their valuable contributions to Exxaro and we wish them well in their future endeavours.

Roles and responsibilities of Exxaro’s executive committees

The roles and responsibilities of Exxaro’s board are distinct from those of senior management as outlined in the group governance framework, board charter and DoA policy and framework. This ensures transparency, confidence and mutual trust where the board can constructively challenge and guide senior management. The functions of management therefore remain the responsibility of the executive directors, prescribed officers and other members of senior management.

The executive committee assists the CEO in managing the business. It leads the implementation and execution of strategy, policies and operational planning, subject to statutory limitations and enabled by the board’s delegation of authority. In carrying out its duties, the executive committee considers the King IV governance principles, the company’s MoI, the committee’s terms of reference, delegations of authority and the group governance framework.

The board is responsible for establishing the business objectives and targets of the group and for providing the strategic direction and control of the group’s business activities.

Group executive committee: Focuses on group operations and business.

Cennergi executive committee: Solely assists the CEO in managing Exxaro’s energy business.

Committees that support the group executive committee

The group executive committee formed the following subcommittees to support and report to it:

  1. ESG steering committee: To integrate and embed ESG in our strategy and everything we do
  2. ESD committee: To integrate, implement and embed ESD
  3. Management ethics committee: To ensure a robust ethics management process and assist in the elimination of corruption, including fraud, extortion and bribery
  4. Group investment review committee: To oversee management review processes for major investments and divestments
  5. Insider dealing committee: To provide guidance and clarity to employees and directors on insider trading or price-sensitive information and prohibited or closed periods
  6. Executive risk management committee: To ensure a robust risk management process is followed

Executive age diversity (an average age of 55)

Executive gender diversity (%)

Executive race diversity (%)

Executive tenure at Exxaro

Exxaro policy requires all employees, including executives, to retire at the age of 63.

The Exxaro executive team has more than 102 years of combined service since Exxaro’s inception.

Executive committee performance

The group executive team held four quarterly meetings and seven special meetings in 2023:

Members   Designation   Attendance at
quarterly
meetings
  Attendance
at special
meetings
Dr Nombasa Tsengwa   CEO and chairperson   4/4   7/7
Riaan Koppeschaar   Finance director   4/4   7/7
Hemuna Bhola   Acting executive head: human resources   3/3*   6/6
Alex de Angelis   Former executive head: strategy and business transformation   3/3**   4/4
Richard Lilleike   Chief growth officer   1/1***   2/2
Kgabi Masia   Chief coal operations officer   3/4   7/7
Johan Meyer   Chief technology officer   4/4   7/7
Mzila Mthenjane   Former executive head: stakeholder affairs   2/3**   4/5
Andiswa Ndoni   Group company secretary (ex officio) and chief strategic resilience and governance officer (from 1 August 2023)   4/4   7/7
Joseph Rock   Chief people and performance officer   1/1***   1/1
Mongezi Veti   Chief sustainable impact officer   4/4   7/7
* Hemuna Bhola stepped down as acting executive head: human resources with the appointment of Joseph Rock.
** Alex de Angelis and Mzila Mthenjane left Exxaro’s employ in August 2023.
*** Richard Lilleike was appointed 1 October 2023 and Joseph Rock 16 October 2023.

The energy executive team held nine meetings in 2023:

Members   Designation   Attendance
Dr Nombasa Tsengwa   CEO and chairperson   9/9
Riaan Koppeschaar   Finance director   9/9
Leon Groenewald   Managing director: Cennergi   8/9

Strategic performance management dashboard

A reimagined strategic performance management dashboard has been developed to enable visibility of strategy execution and facilitate strategic conversations at the right time within our tiered group governance structure.

For more on our performance see:

Group company secretary

Andiswa Ndoni was appointed group company secretary and legal, effective 1 November 2021. The board recognises the important role the group company secretary plays in establishing effective processes and systems to ensure good corporate governance is entrenched in Exxaro. The group company secretary’s role and responsibilities are to:

  • Guide the directors collectively and individually in their duties, responsibilities and powers
  • Make directors aware of any law relevant to the company
  • Report any failure on the part of the company or a director to comply with the MoI or Companies Act
  • Ensure board procedures are followed and reviewed regularly
  • Ensure compliance with applicable rules and regulations for conducting the affairs of the board
  • Facilitate a programme for the induction and ongoing development of directors
  • Maintain statutory records in accordance with legal requirements
  • Guide the board on proper discharge of its responsibilities in the best interests of the company
  • Provide professional and independent guidance on corporate governance matters to assist the board in exercising ethical and effective leadership
  • Keep abreast and inform the board of current and new developments regarding corporate governance practice
  • Fulfil all other functions assigned to the position by the Companies Act and by any other legislation
  • Ensure proper compilation and timely circulation of board papers
  • Obtain appropriate responses and feedback on specific agenda items and matters arising from earlier meetings in board deliberations
  • Ensure that the proceedings of the board, board committees and shareholder meetings are properly recorded and minutes of meetings are circulated to the directors timeously
  • Assist the nomination committee in evaluating the performance of the board, its committees and individual directors

The board evaluated the group company secretary in compliance with paragraph 3.84(h) of the JSE Listings Requirements and was satisfied with her competence, qualifications and experience. The board was comfortable that she maintained an arm’s length relationship with individual directors and that she was neither a director nor a public officer of the company or any of its subsidiaries.

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BUSINESS OVERVIEW
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Navigating this report
Building momentum and resilience for sustainable growth and impact
About this report
Who we are

ESG IN CONTEXT
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Our approach to ESG
Transitioning into a low-carbon business
Delivering measurable results and impact
Stakeholder-inclusive approach

ENVIRONMENT
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Environment
Climate change adaptation and resilience
Air quality management
Energy efficiency
Water security
Biodiversity protection
Mine closure and rehabilitation
Waste management

SOCIAL
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Social
Building momentum with people
Prioritising safety
Integrated health and wellness
Engaged employees
Talent management
Co-creating and preserving value with communities
Enterprise and supplier development
Supply chain sustainability
Respecting and upholding human rights

GOVERNANCE
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Governance
Board key matters in focus
Ethical culture
Performance and value creation
Adequate and effective control
Trust, good reputation and legitimacy
Our board of directors
Executive leadership
Audit committee report
Investment committee report
Logistics committee report
Nomination committee report
Remuneration committee report
Risk and business resilience committee report
Social, ethics and responsibility committee report
Remuneration report

SUPPLEMENTARY INFORMATION
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Assurance report
Appendix A: Criteria
Glossary
Administration