Social, ethics and responsibility committee

SERC report (ESG report)

Composition as at 31 December 2023

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 public interest and the global goal of sustainable development. The board has primarily entrusted the committee to oversee the company's impact on public interest and its ethical performance. It ensures compliance with Exxaro's statutory duties and oversees that the core purpose and values, strategy and conduct are aligned with the group's responsible corporate citizenship.

The committee oversees the company's ethics regarding business practices, its relationships with employees, other stakeholders and the natural environment. It also assists the board by monitoring the group's achievement of its shared sustainability goals and has oversight of stakeholder management and ethics management.

As part of its responsibility mandate, the committee has oversight of how the company impacts planet, people and prosperity.

Terms of reference

The terms of reference were reviewed in 2023 and approved by the board. The terms of reference continue to be aligned with legislation, regulations and King IV.

Monitoring the coal mine dust class action litigation launched against Exxaro in November 2023 to ensure our conduct aligns with being a responsible corporate citizen

Overseeing the development of the 2050 carbon neutrality roadmap to support Exxaro's strategy to decarbonise and build resilience to the impact of climate change

Reviewing the ongoing anti-bribery and anti-corruption programme implementation, ensuring an ethical culture and respect for human rights, including the whistleblowing mechanisms for effectiveness

Overseeing the baseline study for the Taskforce on Nature-related Financial Disclosures framework that will assist with disclosing, reporting and mitigating nature-related risks

Overseeing sustainability-related disclosures in line with IFRS sustainability disclosure standards

Overseeing the implementation of the proposed employment equity targets

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 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.