Exxaro Resources Limited
Environmental, social and governance report for the year ended 31 December 2024 

Executive leadership

We continue to have conviction in Exxaro's Sustainable Growth and Impact strategy. For the year ahead, we will focus on meeting customer demand, driving safe, disciplined and efficient production, while creating value for stakeholders.

Ben Magara (57)

CEO

Appointed 1 April 2025

Key
Executive director
Cennergi executive committee
Executive committee

Riaan Koppeschaar (54)

FD

Appointed 1 July 2016

Kgabi Masia (49)

Chief coal operations officer

Appointed 1 March 2022

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

Skills and experience

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. In 2015, he was appointed vice-president: operations and later moved to vice-president: commercial for coal, manganese and aluminium at South32 Africa Region. From 2018 until 2021, Kgabi served as president: South African energy coal. He formerly served on the Minerals Council as chair of its coal leadership forum.

Leon Groenewald (58)

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 was seconded to Exxaro's energy solutions business from 2019 to date. He was appointed as managing director of the energy business in 2023. His skills include leadership in various teams, strategic planning and execution, finance and deal making.

Mongezi Veti (61)

Chief sustainable impact officer

Appointed 1 April 2015

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 has 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 third in the Sustainability magazine's top 10 chief sustainability officers in 2022.

Johan Meyer (56)

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 and developing integrated resource and reserve LoM plans and supporting implementation of the minerals strategy. He is passionate about leading people and powering better lives.

Joseph Rock (55)

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 Africa. 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 (52)

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 Africa.

Tsheko Ratsheko (59)

Acting chief strategic resilience and governance officer

Appointed 25 September 2024

Three LLM degrees, including Extractive Industries Law in Africa (University of Pretoria, 2019), Certificate in Advance Corporate Law and Securities Law (2009)

Skills and experience

Tsheko is a lawyer by profession. He was a member of the Johannesburg Bar between 2009 and 2012. Before joining Exxaro, he held senior positions in the public sector, including being a law lecturer at the Justice College (Department of Justice), and deputy registrar of intellectual property. He left public service in 2006 in the position of the chief director and head of the environment inspectorate (the Green Scorpions) at the Gauteng Department of Agriculture, Conservation and Environment to join Kumba Resources Limited (later Exxaro Resources Limited).

Michelle Nana (56)

Group company secretary (ex officio)

Appointed 1 March 2022

LLB, Fellow of the South African Institute of Chartered Secretaries and Administrators

Skills and experience

Michelle has over 30 years of company secretarial experience over multiple geographies on the continent and offshore. She is a fellow of the South African Institute of Chartered Secretaries and Administrators, certified director (IoDSA) and law graduate.

Executive age diversity (an average age of 55)*
Executive tenure at Exxaro**
Executive race diversity (%)
Executive gender diversity (%)
* Exxaro policy requires all employees, including executives, to retire at the age of 63.
** The Exxaro executive team has more than 87 years of combined service since Exxaro's inception.

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 delegation of authority 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 group's business objectives and targets and providing the strategic direction and control of the group's business activities.

Group executive committee: focuses on group operations and business.

Cennergi executive committee: the CEO in managing Exxaro's energy business.

Management committees supporting the group executive committee

The group executive committee formed the following sub-committees 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.

Group executive committee performance

The group executive committee held five quarterly and nine special meetings in 2024:

Designation Designation Attendance at quarterly meetings Attendance at special meetings
CEO and chairperson, including acting 5/5 8/9
FD 5/5 9/9
Chief growth officer 5/5 9/9
Chief coal operations officer, including acting 4/5 9/9
Chief people and performance officer 4/5 9/9
Chief strategic resilience and governance officer, including acting 5/5 8/9
Chief sustainable impact officer 5/5 9/9
Chief technology officer 4/5 9/9
Group company secretary (ex officio) from 1 May 2024 4/4 6/6

Cennergi executive committee performance

The Cennergi executive committee held four quarterly and four special meetings in 2024:

Designation Attendance at quarterly meetings Attendance at special meetings
CEO and chairperson 3/4 4/4
FD 4/4 4/4
Managing director: Cennergi 4/4 4/4

Strategic performance management dashboard

A strategic performance management dashboard is applied 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

Michelle Nana was appointed group company secretary effective 1 May 2024.

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 the 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.