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Exxaro Resources Limited
Integrated report for the year ended
31 December 2023
 

Trust, good reputation and legitimacy

JSE compliance certificate

The board considered the JSE compliance certificate for the reporting period, confirming the company's compliance with the JSE Listings Requirements, Debt Listings Requirements and every disclosure requirement for continued listing on the JSE imposed in 2023. The certificate will be submitted to the JSE following board consideration in early 2024.

Integrity in reporting

The board ensures the integrity of the company's integrated report and its alignment with best practice in integrated reporting, including other reporting by the company. The board also oversees the publication of our annual financial statements, ESG report, board committee reports, remuneration report and other online or printed information that complies with legal requirements and meets the legitimate and reasonable information needs of stakeholders.

No insider dealing

The company's insider dealing policy was revised and updated in 2023. The policy complies with the JSE Listings Requirements, Financial Markets Act and Companies Act and is aligned to the company's code of ethics. The policy applies to all directors, prescribed officers, employees and consultants.

Before dealing in any Exxaro security, we require directors to submit a pre-clearance form to the group company secretary for consideration by the chairperson.

The insider dealing committee provides guidance and clarity to employees and directors on insider trading or price-sensitive information as well as prohibited or closed periods.

The group company secretary provides a group-wide announcement of all closed and prohibited periods to assist directors and employees in this regard. Directors and employees have access to an electronic insider register, which reflects their names as relevant. They receive an email informing them of their addition to and removal from the register.

We provide ongoing online training on the MyNexxt platform to directors, employees and consultants to ensure in-depth understanding of the policy, regulatory environment and controls in place.

We issue the necessary JSE Stock Exchange News Service announcements when any director, prescribed officer, director of major subsidiary, the group company secretary or company secretary of a major subsidiary deals in any security.

The board is satisfied with the controls in place to ensure regulatory compliance.

Sponsors

The company's lead equity sponsor and debt sponsor, Absa Bank Limited, and joint equity sponsor, Tamela Holdings Proprietary Limited, perform the continuing obligations in connection with Exxaro's listing on the JSE. The board is satisfied that the sponsors have executed their mandate with due care and diligence for 2023.

Outcomes and value delivered

Stakeholder inclusivity

Exxaro's board has a stakeholder-inclusive approach that responds to principle 16 of King IV regarding stakeholder inclusivity and responsiveness. It aims to balance the needs, interests and expectations of material stakeholders in the organisation's best interest over time to protect and build trust in the organisation and its reputation and legitimacy in the eyes of our stakeholders.

As recommended by King IV, Exxaro's disclosure regarding stakeholder relationship management reflects our management approach, key focus areas and stakeholder management activities.

External communication

Stakeholder days

The SERC's virtual stakeholder days during the year aimed to communicate Exxaro's social performance to stakeholders. These events were also an opportunity for the SERC and board to engage with diverse stakeholders and receive community and beneficiary feedback on Exxaro's social performance and impact.

A two-day stakeholder engagement event was hosted by the SERC at Belfast, Mpumalanga, which included site visits to various Exxaro social development projects and engagements with regional government and municipal officials.

Other external communications

The following external communication (among others) took place in 2023:

  • Publication of the annual reporting suite (integrated report, ESG report and climate change position statement)
  • AGM notice (presentation of annual financial statements, SERC report and various other resolutions for voting by shareholders)
  • Stock Exchange News Service announcements
  • Interim and annual financial results presentations by executive management
  • Results roadshows following the annual and interim results presentations for interaction with investors
  • SLP future forums that play an important role in engaging with labour representative groups to promote ongoing discussions about the future of mines, identify possible challenges and solutions for productivity and employment, and improve business sustainability
  • Exxaro 2023 sustainability summit
  • COP28 (held in November/December 2023) where Exxaro was given the opportunity to:
    • Participate, engage and partner with different stakeholders and play a positive role in providing solutions to manage climate change
    • Showcase our contribution to South Africa achieving its Nationally Determined Contribution objectives and a just transition

Responsible corporate citizenship

The board ensures the organisation's strategy and conduct reflect its purpose of powering better lives in Africa and beyond and to be a responsible corporate citizen in giving effect to its purpose.

As the organisation is an integral part of society, the board sets the strategic direction and ensures that the company's responsible corporate citizen efforts include compliance with the Constitution of South Africa (including the Bill of Rights), the law, leading international and national standards, and its own codes of conduct and policies.

The board exercises independent judgement in overseeing management and safeguarding the interests of all stakeholders, including our shareholders. In fulfilling its stewardship role, the board seeks to instil and foster a corporate environment founded on integrity, and to provide management with sound guidance in pursuit of long-term shareholder value, ensuring that the company provides sustainable value to society as a whole.

Governance

It is the SERC's role, as amended in 2021, to entrench responsible corporate citizenship as part of the committee's focused activities. The role and responsibility of the board's SERC include overseeing the impact of the consequences of the group's activities and outputs on its status as a responsible corporate citizen in:

  • Economy: economic transformation as well as fraud and corruption prevention, detection and mitigation
  • Society: public health and safety, consumer protection, community development and protection of human rights

Commitments

Fundamental to Exxaro's purpose of powering better lives is our stance that all people have inherent fundamental human rights regardless of their differences. As such, Exxaro is committed to respecting and upholding human rights for all people in its sphere of influence, where the company has the power to effect investment and development. Exxaro is guided by the South African Constitution, applicable legislation and external standards such as the Minerals Council's Human Rights Framework and the UNGC principles on human rights, labour, environment and anti-corruption.

Exxaro remains committed to supporting the 10 principles of the UNGC. The UNGC principles are embedded in our Sustainable Growth and Impact strategy, values, operations and stakeholder engagements in alignment with our endeavours to meet the SDGs. We believe that Exxaro's voluntary participation in the UNGC advances the case for responsible business practices and encourages our stakeholders to do the same. It holds us accountable to a global standard as we strive to become a catalyst for economic growth and environmental stewardship.

The board revisited, amended and approved Exxaro's human rights policy in 2022. Policy implementation and communication took place and a due diligence assessment commenced towards the end of 2023 to be completed and reported to the SERC in 2024.

Health and safety

The importance of safety in the workplace receives focused attention at each board, board committee and executive committee meeting. This is achieved through a standing safety moment item on all agendas, to allow for reflection and reporting.

In addition to the SERC's mandate, the RBR committee is responsible for reviewing health and safety risks and focuses on reported HPIs and lost-time injuries (LTIs).

Focus areas

Our focus areas supporting the outcome of trust, good reputation and legitimacy in 2023 included:

  • Executing the ethics strategy and management plan revision
  • Executing and implementing the revised human rights policy and starting a due diligence process
  • The SERC and remuneration committee considered the results of the 2023 culture and engagement survey as part of Exxaro's DEI journey
  • The remuneration committee approved a wage gap statement of intent. The statement is linked to Exxaro's purpose and identified wage gap principles and aligns with Exxaro's revised remuneration policy
  • Completing the roll out of compulsory group-wide anti-bribery and anti-corruption training on MyNexxt
  • Rolling out additional group-wide POPIA training

Reputation and disclosure recognition

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ABOUT EXXARO
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Building momentum and resilience for sustainable growth and impact
About this report
Delivering sustainable value creation
Snapshot of our long-term value creation

OUR BUSINESS
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Chairperson's statement
Who we are
Our operating context

How we create value
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Our business model
Our material matters
Our risks and opportunities
Engaging our stakeholders

Strategically positioning the business for growth
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CEO's report
Our strategy
Performance against our strategy and outlook

Building resilience through governance
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Our leadership
Summarised governance report
Board key matters in focus
Ethical culture
Performance and value creation
Adequate and effective control
Trust, good reputation and legitimacy
Combined assurance for effective governance

OUR PERFORMANCE
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Finance director's overview
Operational performance
Business resilience
Building momentum with people
Social impact
Our environment stewardship
Responding to TCFD reporting requirements

OUR MINERAL RESOURCES AND MINERAL RESERVES
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Our mineral resources and mineral reserves
ADDITIONAL INFORMATION
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Glossary
Administration