The board provides effective ethical leadership and strategic direction while balancing the company’s interests as a responsible corporate citizen with stakeholders’ legitimate needs and expectations, within a framework of principled governance. For the year in review, we are proud to present the following board members:
| Chairperson | Member | |||||||
 |
Board |  |
Nomination committee |  |
Audit committee |  |
RBR committee | |
 |
Audit committee |  |
RBR committee |  |
Investment committee |  |
Remuneration committee | |
 |
Investment committee |  |
Remuneration committee |  |
Logistics committee |  |
SERC | |
 |
Logistics committee |  |
Social, ethics and responsibility committee (SERC) |
 |
Nomination committee | |||
Director since 19 April 2021 and board chairperson since 27 May 2021
Senior Executive Programme (jointly offered by Harvard Business School and Wits Business School), Advanced Taxation Certificate (Unisa), CA(SA), BAccSc (Hons), BCompt (Unisa)
Other listed boards: Investec Bank Limited, Telkom SA Limited
Executive director since 16 March 2021
PhD (agronomy), Executive Development Programme (INSEAD)
Other listed boards: None
Executive director since July 2016
CA(SA), Advanced and Associate Programmes in Treasury Management (Unisa), Advanced Diploma in Taxation (Unisa), Advanced Management Programme (INSEAD), BCom (Hons) (University of Pretoria), Certificate in Theory of Accounting (University of Pretoria)
Other listed boards: None
Director since 18 May 2018
MPA (University of Pretoria) (cum laude), Leadership Programme (Wharton), Digital Savvy Board Member Certificate (MIT Sloan School of Management), Fellow of the Institute of Politics (Harvard). Awards: DPhil honoris causa (North-West University), DPhil honoris causa (Nelson Mandela University)
Other listed boards: Standard Bank Group Limited, The Standard Bank of South Africa Limited and Tiger Brands Limited
Director since 7 February 2022
MA (international political economy) (University of Leeds), International Programme for the Management of Sustainability (Netherlands), Environmental Impact Assessment and Management (University of Aberdeen)
Other listed boards: None
Director since 7 February 2022
BSc (Hons) (mining engineering), Advanced Management Programme (GIBS), Accelerated Development Programme (London Business School)
Other listed boards: Grindrod Limited and WEIR Group plc
Director since 7 February 2022
BSc (electrical engineering), Government Certificate of Competency for Engineers, Factories (electrical), Government Certificate of Competency for Engineers, Mines and Works (electrical), Global Leadership and Public Policy for the 21st Century (Harvard Kennedy School), Advanced Management Programme (Kellogg School of Management), Accelerated Development Programme (London Business School), Programme for Management Development (GIBS)
Other listed boards: Impala Platinum Holdings Limited and Metair Investments Limited
Director since 3 January 2023
CA(SA) SAICA, PGDip (accounting) (University of KwaZulu-Natal), BAcc (University of Durban Westville), Certificate in Sustainability Leadership and Corporate Governance (London Business School)
Other listed boards: Alexander Forbes Limited, City Lodge Hotels Limited and MetAir Limited
Director since 7 February 2022
PhD (entrepreneurship/ entrepreneurial studies) (Wits Business School), MBL (business management) (Unisa), BEd (University of KwaZulu-Natal), BA (University of KwaZulu-Natal)
Other listed boards: Adcorp Holdings Limited, Altron Holdings Limited
Appointed 3 January 2024
BSc (medical sciences) (Wits), BCompt and BCompt (Hons) (Unisa), CA(SA) SAICA
Other listed boards: Alexander Forbes Group Holdings Limited, EOH Holdings Limited, Burstone Group Limited, MTN Group Limited
Director since 1 February 2021
University of Oxford, MEng (economics and management)
Other listed boards: None
Director since 1 July 2016
BEng (mining) (University of Pretoria), PGDip in Marketing Management (Unisa), MCom (business management) (University of Johannesburg), Mine Manager’s Certificate of Competency (coal and metalliferous) (Government Competency Exams)
Other listed boards: None
Director since 22 June 2021
BCom (Wits), Postgraduate Diploma in Accounting (University of KwaZulu-Natal), CA(SA), SAICA member, Senior Executive Programme (London Business School)
Other listed boards: None
Director since 6 March 2018
BA (University of Lesotho), LLB (University of Lesotho), LLM (Wits)
Other listed boards: None
Director since 15 March 2021
MSc (utilities regulation) (London School of Economics), BA (Cornell University)
Other listed boards: None
Director since 28 November 2006
BJuris (North-West University), LLB (North-West University), LLM (Yale University)
Other listed boards: None
Board nominees for the upcoming 23rd AGM
In accordance with the company’s memorandum of incorporation (MoI), one-third of the non-executive directors are subject to retirement by rotation and re-election by shareholders annually. Eligible directors may offer themselves for re-election.
Furthermore, in accordance with our MoI, Likhapha Mbatha, who has reached the director retirement age, will retire by rotation at the 23rd AGM to be held on 23 May 2024.
As per our board charter and director nomination and appointment policy, the nomination committee has reviewed the composition, gender and racial balance of the board and evaluated the independence (where applicable), performance and contribution of the directors listed below, as well as their individual knowledge, skills and experience. The board will propose to shareholders the following directors for election and reelection at the upcoming AGM:
Deliberate policy parameters are required to ensure a suitable board composition and appropriate balance of power between directors to enable the board to operate effectively and in the company’s interests. Diverse capabilities and perspectives of board members are important for making robust decisions.
Our director nomination and appointment guidance note is available on our website.
The board is committed to striving towards the appropriate size, balance of power, independence, diversity, skills, knowledge and experience to discharge its governance role and responsibilities objectively and effectively without compromising the common purpose, involvement, participation and sense of responsibility necessary to meet the company’s strategic objectives. The board size was reduced from 18 in 2021 to 16 in 2023. With the retirement of non-executive director, Likhapha Mbatha at the upcoming AGM, the board size will be reduced to 15. This will be monitored continuously to ensure a majority of independent non-executive directors.
The nomination committee must ensure continuity and undertake succession planning on behalf of the board to ensure all new directors are individuals of calibre, integrity and credibility, with the necessary skills and experience.
The principles of good governance, King IV and the JSE Listings Requirements recommend holistic independence assessments with a substance-over-form approach in accordance with certain criteria. Annual assessments are therefore based on King IV requirements and section 94(4) of the Companies Act.
Our board assessments are conducted annually to confirm that members exercise objective judgement. The assessments also confirm that there is no interest, position, association or relationship, judged from the perspective of a reasonable and informed third party, likely to unduly influence or cause bias in decision making. On recommendation of the nomination committee, the board confirmed those directors recognised as independent in this report.
The board consists of 10 independent non-executive directors, four non-executive directors and two executive directors.
In keeping with good corporate governance, the board embraces the constitutional principles of equality, freedom and inclusion. The board diversity and inclusion policy expresses a broader definition of diversity and inclusion, with targets reflected in this report. The board promotes diversity of, among others, knowledge, skills, experience, age, gender, race, nationality and physical ability. This is in line with King IV recommendations and the JSE Listings Requirements.
The progress of our board’s diversity over the past three years, ended 3 January 2024, is shown in the following graphs:
Board size (* indicative as at our 2024 AGM)
Independence (%)
Gender diversity year on year (%)
Racial diversity year on year (%)
Racial diversity (%)
Gender diversity (%)
Average age per year
Age diversity: Number of directors (16)
Racial diversity
The board consistently achieved its 50% target for racial diversity and increased its racial target to 60% black representation, as defined in the B-BBEE Act, in 2021. As at 3 January 2024, the board achieved a total of 81% black representation.
Gender diversity
The board achieved its set target of 40% black female representation with 50% black female representation and overall female representation of 56% as at 3 January 2024. We are proud to have increased from 47% overall female representation in 2022 to 56% in 2023.
Age diversity
The retirement age is 63 years for executive directors and 70 years for non-executive directors. In accordance with our MoI, Likhapha Mbatha, who has reached the director retirement age, will retire by rotation at the 23rd AGM to be held on 23 May 2024.
Our board age diversity target is 55 years. As at 3 January 2024, board age diversity was 56 years. Our progress is reflected in the age graphs alongside.
Director tenure and succession
Succession planning for non-executive directors is typically iterative and part of an ongoing planning and discussion programme conducted by the nomination committee. Succession planning is based on our broader diversity policy. The approach to diversity is holistic, with a view to inclusion and supporting the group’s strategic focus areas.
The nomination committee identified and addressed skills gaps after a rigorous board effectiveness evaluation. To ensure continuity of experience and knowledge, the company has a staggered approach to re-election of directors in terms of the MoI. Directors are selected for retirement by rotation in terms of the MoI and, following assessment by the nomination committee, may be presented to shareholders for re-election at the AGM.
Non-executive director, Zwelibanzi Mntambo, has a board tenure of over nine years. Shareholders confirmed his reappointment at the 2023 AGM.
Details about rotation, retirement and election of directors can be found in the notice of AGM and Governance.
Our non-executive director tenure as at 3 January 2024 is illustrated below
Non-executive director tenure
Our directors are carefully selected to ensure a balanced mix of expertise and experience for effective decision making on behalf of Exxaro. In accordance with King IV, directors should be knowledgeable, skilled, experienced, diverse and independent to effectively discharge their governance responsibilities.
Exxaro considers, over and above leadership and management experience, the following technical expertise when appointing directors:
Technical expertise:
|
|
|
|
|
|
Our non-executive directors’ skills and experience were formally and independently evaluated in 2022, with a self-assessment in 2023. The top five categories in the matrix below represent the board’s key stewardship areas.
Diversity of skills and experience
Our board is led by an independent non-executive chairperson, Mvuleni Geoffrey Qhena, in compliance with paragraph 3.84 of the JSE Listings Requirements and King IV recommended practices.
Geraldine Fraser-Moleketi continues to serve on the board as lead independent non-executive director.
The role of the chairperson is separate and distinct from that of our CEO. Separation of powers and responsibilities, as set out in the board charter and group governance framework, ensures that no single person has unfettered decision-making powers and that there is an appropriate balance of power at board level.
Roles and responsibilities of the chairperson, CEO and lead independent non-executive director
| Functions | Responsibilities | |
| Chairperson |
|
|
| CEO |
|
|
| Lead independent non-executive director |
|
The board held four quarterly meetings, with one additional meeting to focus on the group budget, two special board meetings, a dedicated strategy session over two days and two governance sessions during the year. Attendance is calculated against the number of meetings a director was required to attend.
| Members | Designation | Attendance of quarterly meetings |
Attendance of special meetings |
|||
| Mvuleni Geoffrey Qhena | Independent non-executive director and board chairperson | 5/5 | 2/2 | |||
| Dr Nombasa Tsengwa | CEO and executive director | 5/5 | 2/2 | |||
| Riaan Koppeschaar | Finance director and executive director | 5/5 | 2/2 | |||
| Geraldine Fraser-Moleketi | Lead independent non-executive director | 5/5 | 1/2 | |||
| Karin Ireton | Independent non-executive director | 5/5 | 2/2 | |||
| Ben Magara | Independent non-executive director | 5/5 | 2/2 | |||
| Isaac Malevu | Non-executive director | 5/5 | 2/2 | |||
| Billy Mawasha | Independent non-executive director | 5/5 | 2/2 | |||
| Likhapha Mbatha | Non-executive director | 5/5 | 2/2 | |||
| Nondumiso Medupe | Independent non-executive director | 5/5 | 1/2 | |||
| Dr Phumla Mnganga | Independent non-executive director | 5/5 | 2/2 | |||
| Zwelibanzi Mntambo | Non-executive director | 4/5 | 1/2 | |||
| Isaac Mophatlane | Independent non-executive director | 1/1* | 1/1* | |||
| Mandlesilo Msimang | Non-executive director | 5/5 | 2/2 | |||
| Vuyisa Nkonyeni | Independent non-executive director | 1/1* | 1/1* | |||
| Chanda Nxumalo | Independent non-executive director | 5/5 | 2/2 | |||
| Peet Snyders | Independent non-executive director | 5/5 | 2/2 |
| * | Vuyisa Nkonyeni and Isaac Mophatlane retired by rotation at the 2023 AGM. |
Appointing a number of new directors over the past three years has enhanced the board’s required skill set. An independent board evaluation was conducted at the end of 2022, the outcomes of which were addressed with the nomination committee’s guidance. In terms of our board charter, an internal evaluation was undertaken for 2023, and the outcomes were presented to the board.
The evaluation found no significant matters of concern. The board continues to function effectively and there is strong adherence to good corporate governance. The board has depth in traditional core skill areas and is proactively addressing the succession of long-standing directors.
The board is satisfied that it complied with the provisions of the Companies Act and relevant laws of establishment relating to its incorporation and that the company is operating in conformity with its MoI and other relevant constitutional documents. The board is also satisfied that it fulfilled its responsibilities in accordance with its charter and King IV during the reporting period.
Report Index
IR
