Good governance is essential to our ability to create value. By prioritising transparency, accountability and integrity, we develop strategies that generate and preserve value while safeguarding from value erosion. This proactive stance aims to ensure that every decision is a step towards reinforcing stakeholder trust and powering a more sustainable future.
Through good governance, our board is committed to contributing positively to achieving SDG 16, which seeks to promote peaceful and inclusive societies for sustainable development, provide access for all and build effective, accountable and inclusive institutions.
Our approach to principled governance and other actions supports Exxaro’s sustainable growth and impact. We present how Exxaro’s governance structures support its ability to create value in the short, medium and long term.
Our governance activities are reporting across the following areas:
Key focus areas and outcomes of material focus areas
How we deliver the outcomes of good governance
Demonstrating the balance of knowledge, skills, experience, diversity and independence that supports Exxaro’s board in delivering on its governance role and responsibilities objectively and effectively
How our committees support our ability to create value
How we practise good governance in terms of King IV
Demonstrating how Exxaro remunerates fairly, responsibly and transparently to promote the achievement of the group’s strategic objectives
Future focus
To execute on our strategy in creating sustainable value and building resilience through principled and responsible governance, we will focus on responding to the class action, monitoring any release under the 2017 replacement empowerment structure, overseeing succession planning and revisiting our internal delegations.
Exxaro’s board is the focal point and custodian of good corporate governance for the group. The board assumes ultimate accountability and responsibility for the group’s performance and affairs. In so doing, it effectively represents and promotes the group’s legitimate interests. As a responsible corporate citizen, Exxaro considers its material stakeholders’ legitimate interests and expectations to ensure it contributes positively to society and the environment.
Exxaro’s corporate governance is underpinned by principles that guide the board in meeting its responsibilities to the company, the group and its stakeholders. These principles enable the company to achieve the King IV governance outcomes and fulfil its purpose to power better lives in Africa and beyond through its own ethical and effective leadership.
King IV promotes good governance, transparency in leadership and decision making, and a focus on sustainability. Sustainable development is an ethical and economic imperative. It entails economic and social growth to meet present needs without compromising future generations’ ability to fulfil their needs. Sustainable development is a fitting response to organisations being an integral part of society, their status as corporate citizens and meeting stakeholders’ needs, interests and expectations. Exxaro expresses its commitment to sustainable development through its Sustainable Growth and Impact strategy.
In line with King IV’s recommendation to apply and explain how Exxaro practices good governance, we include our detailed King IV application register in our databook, which sets out each principle with an explanation of steps taken, policies and processes.
Our corporate governance reporting is similarly structured under the four desired King IV governance outcomes of ethical culture, performance and value creation, adequate and effective control, and trust, good reputation and legitimacy.
Exxaro’s board provides attention to the material themes throughout the year.
These include:
Adapting to a changing context 
Responsible environmental stewardship
Building sustainable communities
Helping our people thrive
Executing our strategy 
Driving business resilience 
Principled governance The table below outlines the board’s quarterly progress in addressing our material themes to achieve our governance outcomes:
| Quarter 1 | Quarter 2 | Quarter 3 | Quarter 4 | Material themes | ||||
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| Safety moment and reporting | Safety moment and reporting |
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| Annual conflict of interest declaration and assessment by directors, prescribed officers, employees and contractors | Obtained AGM shareholder approval through the non-binding advisory vote on the remuneration policy and its implementation | Approved the terms of reference for the logistics committee |
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Considered an energy blackout crisis management plan and guidelines in the unlikely event of a total grid collapse, which includes procedures for emergency evacuation |
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Approved the:
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| Approved the integrated suite of documents for publication, including the King IV report and JSE compliance certificate | Requested that the unwind of the 2017 replacement transformation transaction be included as a standing agenda item | Noted progress on the integration of the group social impact structures |
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| Approved the revised business rules policy | Approved the:
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Noted continued focus by the RBR committee on information technology (IT) security, risk and governance | Approved the IR material matters following a double materiality test |
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| Approved a revised workplace harassment policy | Noted:
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Noted:
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| Approved the transaction agreements in respect of the LSP at Grootegeluk Coal Mine as cost saving and scope 2 emission reduction between two wholly owned subsidiaries |
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Noted:
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| Noted changes to the Companies Act | Noted the change to the JSE Listings Requirements on auditor accreditation model | Approved an updated POPIA policy and PAIA manual | Considered the proposed changes to the Companies Act |
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Appointed:
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Appointed chief growth officer, Richard Lilleike | Appointed:
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Approved the organisational effectiveness programme and structure |
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Report Index
IR