The committee carried out its responsibility to review the board's composition and independence during the year. The committee also oversaw the implementation plan from the annual board evaluation process and engaged with shareholders. These activities enable the group's desired governance outcomes and purpose, and create long‑term value.
Mvuleni Geoffrey Qhena
Nomination committee chairperson
The committee benefits from cross-membership with the remuneration committee. The terms of reference require the committee to comprise at least three non-executive directors, with the majority being independent.
The board ensures committee members have a suitably balanced blend of skills and experience to enable the committee to discharge its functions.
The CEO may not be a member of this committee but is a standing invitee to meetings. Executive management may attend committee meetings if and when necessary.
There were no changes to committee membership in 2024, ensuring continuity in furthering the strategic objectives.
Refer to board of directors for members' qualifications and experience.
Gender and racial diversity
The committee met formally three times during the year. The committee's attendance of 100% indicates high levels of engagement and commitment by its members.
| Members | Designation | Attendance at quarterly meetings |
| Mvuleni Geoffrey Qhena | Independent non-executive director and nomination committee chairperson | 3/3 |
| Geraldine Fraser-Moleketi | Lead independent non-executive director | 3/3 |
| Dr Phumla Mnganga | Independent non-executive director | 3/3 |
| Zwelibanzi Mntambo | Non-executive director | 3/3 |
In line with the JSE Listings Requirements, the committee is constituted as a committee of the board in terms of the Companies Act, the company's MoI and King IV. The committee is governed by its board-approved terms of reference which set out its role and responsibilities.
The main purpose of the committee includes to determine and evaluate the adequacy, efficiency, and appropriateness of the group governance structure, practices, and processes.
The committee's areas of responsibility include:
In January 2024, the Institute of Directors South Africa published the results of a survey of issues that South African boards need to consider. Topics relevant to the nomination committee are board performance, board composition and redefining the role of the board and management. This governance trends report informed the 2024 focus areas for the committee and the topics for board governance sessions.
The committee's terms of reference were reviewed in 2024 to enhance its broader role as a governance committee. The amendments were subsequently approved by the board. The terms of reference remain aligned with legislation, regulations and King IV.
While 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.
At the end of 2024, we conducted an internal evaluation of the committee's performance and effectiveness 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 ability to enhance its performance and effectiveness in these areas. The assessment concluded that the committee functions effectively.
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To enable the board to operate effectively and in the company's interest, deliberate policy parameters are set and careful consideration is given to achieve a suitable board composition and an appropriate balance of power between individual directors and/ or groups of directors.
In keeping with good corporate governance, the board embraces the constitutional principles of equality and inclusion for all. The nomination committee enables the board's commitment to strive for a knowledgeable, skilled, experienced, diverse and independent governing body that fully discharges its role and responsibilities with objectivity and effectiveness.
The committee focused on exceeding the gender diversity and inclusion target set by the board in 2021. We recognise the need to increase the representation of people with disabilities on our board.
In respect of our gender diversity, we exceeded the 40% black female director target. The committee is pleased with the progress to date and will continue to consider targets set by the board in any future appointments. No changes were made to the 2021 targets.
In addition to its own targets, the board aims to pursue the compliance targets set by the dtic regarding management and control, and positively contribute to Exxaro's B-BBEE rating.
The table below reflects current targets and Exxaro's achievement, enabled by the committee:
| Target | Previous reporting period (31 December 2023) |
Actual as at 31 December 2024 |
Status as at 31 December 2024 |
| Size: Minimum of four and maximum of 20 members | 16 | 15 | Within target range |
| Race: 60% black | 81% | 80% | Achieved |
| Gender: 40% black women | 50% | 47% | Achieved |
| Age: Average of 55 years | 56 years | 57 years | Ongoing |
| Tenure: Average tenure of seven years (two years mentoring a successor), excluding executive | Four years | Four years | Ongoing |
| Appropriate diversity mix based on prevailing strategic objectives | The board directs its attention to the principles of a balanced governing body authority by directing strategic decision making around broader diversity at board level. The range in gender, race, age, field of knowledge, skills and experience, and tenure make for well-informed and thoughtful consideration of all board matters. | ||
Note: the table includes executive directors and excludes Likhapha Mbatha, who retired at the 2024 AGM.
The number of board members should promote accountability, independence, and healthy, constructive debate in line with the company's MoI and regulatory framework. In terms of the company's MoI, one-third of all non-executive directors is subject to retirement by rotation and re-election by shareholders at least once every three years, if available and eligible to stand, subject to recommendation by the nomination committee and the board.
The nomination committee is responsible for the annual consideration of director retirement and recommendation for re-election and election to shareholders at the AGM. The committee conducts this by assessing an individual's performance, meeting attendance, age and diversity targets, and tenure. This arises from the need to introduce members with new expertise and perspectives while retaining valuable knowledge, skills and experience, and maintaining continuity. The committee considers whether a director is fit and proper to continue as a director, including an assessment of independence in terms of King IV.
The committee is cognisant of the board composition and size as this is integrated within the board continuity mandate.
We achieved our reduction target of the board size from 18 to 16 since 2021 (actual 15). We will continue to responsibly monitor the board's size to ensure it has the right mix of skills, knowledge, and experience to execute Exxaro's strategy.
Changes to the board will be presented to shareholders at our 2025 AGM.
The committee achieved its mandate to establish and maintain a board directorship continuity programme through its recommendation to appoint Isaac Malevu as a member of the RBR committee, effective from 1 January 2025.
The board director appointment process is formal and transparent, in line with the nomination and appointment policy which was reviewed and approved in 2024. The Exxaro website contains a summarised guideline of this process.
We continuously monitor the group governance structures and framework to ensure clear guidance to the group on monitoring and oversight, authority, and decision making. Policies are captured to ensure Exxaro achieves its strategy.
The nomination committee considers the topics to be addressed at the two annual board governance sessions to provide directors with focused inputs from regulatory, strategic, and economic perspectives. The committee ensured that continuous development was included in the agendas of both the board and committees throughout the year. This included both specialist presentations and deep dives by management. The directors attended two board governance sessions and engaged with subject matter experts on ESG reporting and assurance, the Companies Amendment Bill, the M&A landscape and insights, as well as water challenges and trends.
Throughout the year, our directors receive information and opinions on changes within the regulatory framework. The board has a designated reading room where topical and relevant information is shared. Directors are recommended to consider various training and development programmes to support ongoing development.
The board induction for new directors includes an introduction to management, access to all relevant company administration information, meeting management systems and processes, as well as constitutional documents, the delegation of authority framework, and other policies. The induction programme includes an introduction to the company's strategy, group governance structure, operations and stakeholder engagement model, and key advisers.
Succession planning for non-executive directors is typically iterative and part of an ongoing programme of planning and discussion by the nomination committee. Succession planning is based on the board's broader diversity and inclusion policy. The policy is formulated using a holistic approach to diversity with the aim of inclusion and supporting the group's strategic focus areas. In accordance with succession planning needs, filling independent non-executive director board vacancies is continuously addressed.
Given the changing context, the committee contributes to a governance enhancement programme aimed at aligning strategic changes in the group to board and board committee composition. The committee's terms of reference and mandate are reviewed annually.
The committee monitors the executive leadership succession planning. Succession planning is a well-entrenched process that supports the building of our senior leadership and executive pipeline. The committee recognises that improvement in this regard is required.
The committee considered recommendations flowing from the 2024 annual board governance roadshow. The purpose of the roadshow is to proactively engage with our investor community to outline Exxaro's positioning on long-term value creation, and leverage ESG for business resilience and sustainability.
Key concerns raised that require further board consideration in 2025 will be monitored by the committee.
The implementation of outcomes flowing from the performance and effectiveness evaluation of the board, its committees and specific individuals conducted towards the end of 2023 were monitored by the committee. This was aimed at achieving the desired governance outcomes and the group's purpose. The committee approved an internal board evaluation to survey the opinions of the individual board members on the effectiveness and performance of the board as a whole.
Key focus areas 2024/2025 |
| Monitor the framework for a future optimal board structure and size to support Exxaro’s strategy |
| Continue to oversee director induction and ongoing director development |
| Monitor board and executive leadership succession planning |
| Consider 2024 board internal assessment outcomes and recommend matters for continuous improvement |
| Report on annual board governance roadshow outcomes and oversee matters for implementation |
The nomination committee, in carrying out its respective duties, duly regarded the principles and recommended practices of King IV. The committee is satisfied that it has considered and discharged its responsibilities in accordance with its terms of reference.
On behalf of the nomination committee
Mvuleni Geoffrey Qhena
Nomination committee chairperson
15 April 2025
IR