I am pleased to present the investment committee report for the year ended 31 December 2024. The report provides an overview of how we work to responsibly further our strategic objective of transitioning at speed and scale, in support of Exxaro's purpose and vision.
Billy Mawasha
Investment committee chairperson
The board appoints committee members on the recommendation of the nomination committee. The board ensures that there is a balanced blend of skills and experience, so that the committee can discharge its function.
In 2024, the committee consisted of four independent non- executive directors and two non-executive directors. The board is satisfied that the committee members have the necessary experience.
There were neither retirees nor additional members to the investment committee in 2024, ensuring continuity in furthering the strategic objectives.
Since Ben Magara was appointed CEO, he has stepped down as chairperson of the committee. The board appointed Billy Mawasha as committee chairperson, effective 1 April 2025.
Exxaro, being cognisant of the significance of delivering on the growth aspect of the Sustainable Growth and Impact strategy, appointed a chief growth officer at the end of 2023, enhancing Exxaro's minerals growth endeavours.
The CEO, FD, managing director: energy, and chief growth officer attend investment committee meetings as standing invitees. Other members of the executive team and senior managers representing areas relevant to investment committee discussions attend meetings as required.
Refer to board of directors for members' qualifications and experience.
Gender and racial diversity
The committee held four scheduled quarterly meetings and three special meetings in 2024:
| Members | Designation | Attendance at scheduled meetings | Attendance at special meetings |
| Ben Magara | Independent non-executive director and committee chairperson | 4/4 | 3/3 |
| Isaac Malevu | Non-executive director | 4/4 | 2/3 |
| Billy Mawasha | Independent non-executive director | 4/4 | 2/3* |
| Mandlesilo Msimang | Non-executive director | 3/4 | 3/3 |
| Chanda Nxumalo | Independent non-executive director | 3/4 | 3/3 |
| Peet Snyders | Independent non-executive director | 4/4 | 3/3 |
| * | Meeting missed due to miscommunication resulting from differing time zones. |
This committee plays a key role in the execution of the Exxaro Sustainable Growth and Impact strategy.
The committee has an independent role where it:
Importantly, the committee reviews the strategic fit, risk profiles and outcomes of financial, technical, and legal due diligence for major investments. The committee ensures adherence to all Exxaro's governance processes, and oversees that potential investments meet the approved hurdle rates, set from time to time, before Exxaro commits any funds. The committee considered various energy and minerals opportunities throughout 2024. These opportunities were considered using robust investment criteria that protect our stakeholders' interests in Exxaro and in that regard did not conclude any transaction that Exxaro believed met its requirements. The board is committed to protecting Exxaro's value and will not approve the pursuit of projects outside the approved investment criteria.
Investment opportunities are first presented at the investment committee, where a detailed review is conducted in line with the investment criteria approved by the board. After the review, the committee may recommend the investment opportunity to the board for final approval.
The committee's terms of reference are reviewed annually. The next review will be in the second quarter of 2025 and will be submitted to the board for approval. The review will ensure the terms of reference remain aligned to relevant legislation, regulations and King IV.
The committee's mandate requires that disclosures of interest are made at the time of circulating information to the committee members and before the commencement of any meeting. Any declaration and/or recusal by members as a result thereof is captured in the meeting minutes to ensure transparency.
As there is no regulatory requirement to conduct an annual external independent performance assessment, King IV recommends regular performance evaluations for all board committees. It is a governance practice at Exxaro to conduct such independent assessments every third year.
An internal evaluation of the performance and effectiveness of the committee during 2024 was conducted in January 2025 in accordance with King IV recommendations. The evaluation aimed to identify and record areas needing strengthening or refinement while considering internal and external dynamics as well as factors that may positively or negatively impact the committee's performance and effectiveness. The assessment concluded that the committee functions effectively.
| Key highlights | Material themes |
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Key focus areas 2024/2025 |
| Monitor divestments and acquisitions |
| Review and recommend minerals investment guidelines for approval |
| Monitor portfolio management of investments and post-investment reviews |
| Guide and recommend participation in proposed acquisitions that fit our long-term minerals and energy strategy |
The committee, in carrying out its duties, has due regard of its terms of reference and the principles and recommended practices of King IV. The committee is satisfied that it has conducted its affairs and discharged its responsibilities in accordance with its terms of reference.
On behalf of the investment committee
Billy Mawasha
Investment committee chairperson
15 April 2025
IR