Our board of directors

The board offers effective ethical leadership and strategic direction while balancing the company's interests as a responsible corporate citizen with stakeholders' legitimate needs and expectations, within a framework of principled governance. We are proud to present the following board members:

Board nominees for the upcoming 24th AGM

In accordance with the company's memorandum of incorporation (MoI), one-third of the non-executive directors are subject to retirement by rotation and re-election by shareholders annually. Eligible directors may offer themselves for re-election.

Furthermore, Zwelibanzi Mntambo, non-executive director, indicated that he will retire at the 24th AGM.

As per our board charter and director nomination and appointment policy, the nomination committee reviewed the composition, gender and racial balance of the board and evaluated the independence (where applicable), performance and contribution of the directors listed below, as well as their individual knowledge, skills and experience.

Board composition

Deliberate policy parameters are required to ensure a suitable board composition and appropriate balance of power between directors to enable the board to operate effectively and in the company's interests. Diverse capabilities and perspectives of board members are important for making robust decisions.

Director nomination and appointment guidance note

The board is committed to striving towards the appropriate size, balance of power, independence, diversity, skills, knowledge and experience to discharge its governance role and responsibilities objectively and effectively without compromising the common purpose, involvement, participation and sense of responsibility necessary to meet the company's strategic objectives. The board size was reduced from 18 in 2021 to 15 in 2024 with the retirement of non-executive director, Likhapha Mbatha. This will be monitored continuously to ensure a majority of independent non-executive directors.

The nomination committee must ensure continuity and undertake succession planning on behalf of the board to ensure all new directors are individuals of calibre, integrity and credibility, with the necessary skills and experience.

Changes to the board

• Nosipho Molope was appointed as an independent non-executive director to the company and member of the audit committee and SERC effective 3 January 2024.
  Nosipho's appointment was approved by shareholders at the 2024 AGM
• Likhapha Mbatha, non-executive director, retired by rotation at the 2024 AGM
• Dr Nombasa Tsengwa, CEO and executive director, resigned on 5 February 2025
• Ben Magara was appointed CEO with effect from 1 April 2025 and is no longer categorised as an independent non-executive director

Independence

The principles of good governance, King IV and the JSE Listings Requirements recommend holistic independence assessments with a substance-over-form approach in accordance with certain criteria. Annual assessments are therefore based on King IV requirements and section 94(4) of the Companies Act.

Our board assessments are conducted annually to confirm that members exercise objective judgement. The assessments also confirm that there is no interest, position, association or relationship, judged from the perspective of a reasonable and informed third party, likely to unduly influence or cause bias in decision making.

During 2024, 67% of board members were classified as independent non-executive directors. In the first quarter of 2025, a more detailed process was conducted to examine this independence. Directors were asked to consider their roles on other JSE-listed companies and apply Exxaro's objective formula to assess whether they are over-committed.
The nomination committee guide is that non-executive directors should be limited to four listed entities including Exxaro, and any chairmanship will be counted as two mandates.
In the case of perceived over-commitment, the committee's policy is that a path should be agreed upon to reduce the number of boards as there would be some level of irresponsibility should this take place overnight.

Our chairperson also chairs Telkom's board and is a director of Investec. As Investec is a subsidiary of a listed entity, this is considered to be in line with the nomination committee recommendation.

The board consisted of 10 independent non-executive directors, three non-executive directors and two executive directors as at 31 December 2024.

Broader diversity

In keeping with good corporate governance, the board embraces the constitutional principles of equality, freedom and inclusion. The board diversity and inclusion policy expresses a broader definition of diversity and inclusion, with targets reflected in this report. The board promotes diversity of, among others, knowledge, skills, experience, age, gender, race, nationality and physical ability. This is in line with King IV recommendations and the JSE Listings Requirements.

The progress of our board's diversity, size and independence over the past few years is shown in the graphs below as at 31 December 2024:

Age diversity

The retirement age is 63 years for executive directors and 70 years for non-executive directors.

Our average board member age in 2024 was 57 years against a board age diversity target of 55 years.

Director competence and diversity in skills and experience

Our directors are carefully selected to ensure a balanced mix of expertise and experience for effective decision making on behalf of Exxaro. In accordance with King IV, directors should be knowledgeable, skilled, experienced, diverse and independent to effectively discharge their governance responsibilities.

Following the skills set review in 2024, Exxaro considers the following leadership and management experience, and technical expertise when evaluating and appointing directors:

Diversity of skills and experience

In the third quarter of 2024, we re-evaluated and clearly defined the leadership and management experience and technical experience skills that will bolster the achievement of our strategy. Some new skills, including water technology, were added and will be developed over time. The matrix below indicates that our board of directors has a depth of skills, and at least two directors have significant experience in each field. There are sufficient skills in all the board's key stewardship areas.

Board leadership

Our board is led by an independent non-executive chairman, Mvuleni Geoffrey Qhena, in compliance with paragraph 3.84 of the JSE Listings Requirements and King IV recommended practices.

Geraldine Fraser-Moleketi continues to serve on the board as lead independent non-executive director.

The role of the chairperson is separate and distinct from that of our CEO. Separation of powers and responsibilities, as set out in the board charter and group governance framework, ensures that no single person has unfettered decision-making powers and that there is an appropriate balance of power at board level.

Roles and responsibilities of the chairperson, CEO and lead independent non-executive director

Functions	Responsibilities
Chairperson	Sets the tone for ethical culture at board level and ensures adherence to the rules of conduct set out in the board charter Represents the board to shareholders and other stakeholders relating to the performance of the company Ensures the integrity and effectiveness of the governance processes of the board Manages conflicts of interest at board meetings in accordance with applicable legal requirements and best practice Maintains a collegial yet arm’s length relationship with board members and management Ensures board decisions are executed In collaboration with the group company secretary, ensures the contents and order of the agenda are correct Maintains regular dialogue with the CEO on operational matters and promptly consults with the board on any matter that presents cause for major concern Acts as facilitator at board meetings to ensure appropriate discussions take place and result in logical outcomes and that no board member dominates the discussions Plays a crucial role in ensuring the board has effective leadership and its composition is adequate to enable it to effectively fulfil its functions Provides necessary direction for an ethical and effective board and forms the link between the board, the CEO and management
CEO	Formulates and develops the company’s short, medium and long-term strategic vision to realise its core purpose and values, considering relevant risks and opportunities that will generate satisfactory levels of value creation, as defined by King IV Leads the implementation and execution of approved strategy, policy and operational planning as the chief link between management and the board while monitoring and managing the company’s day-to-day operational requirements and administration Develops and recommends business plans, policies and objectives for board consideration, accounting for business, economic and political trends that may affect the operations of the company Manages and ensures the submission of timeous and accurate reports, financial statements and consolidated budgets for board consideration Oversees the company’s financial management, including financial planning, cash flow and management reporting Is involved in group affairs as executive committee chairperson Does not cause or permit practices, activities or decisions by or in the group that are contrary to commonly accepted good business practice, good corporate governance or professional ethics Ensures key management functions are headed by individuals with the necessary competence and authority and that they are adequately resourced and performance-managed Sets the tone at management level by providing ethical leadership and maintaining an ethical culture conducive to attracting, retaining and motivating a diverse group of employees Ensures implementation and execution of the company’s codes of conduct and ethics policies
Lead independent non-executive director	Leads in the absence of the chairperson Serves as adviser to the chairperson Acts as intermediary between the chairperson and other directors, if necessary Deals with shareholders' concerns where contact through normal channels has failed to resolve concerns or where such contact is inappropriate Strengthens independence of the board if the chairperson is not an independent non-executive director Chairs discussions and decision making by the board on matters where the chairperson has a conflict of interest Ensures the chairperson adheres to the rules of conduct and etiquette set out in the board charter Leads the chairperson's performance appraisal when an independent service provider is not used to facilitate the process

Performance of our board

Board meeting attendance

The board held five formal meetings, two special board meetings (one of which was in-committee), a dedicated strategy session over two days and two governance sessions during the year. Attendance is calculated against the number of meetings a director was required to attend.

Members	Designation	Attendance of quarterly meetings	Attendance of special meetings
Mvuleni Geoffrey Qhena	Independent non-executive director and board chairman	5/5	2/2
Dr Nombasa Tsengwa	CEO and executive director	5/5	0/0
Riaan Koppeschaar	FD and executive director	5/5	0/0
Geraldine Fraser-Moleketi	Lead independent non-executive director	5/5	1/2
Karin Ireton	Independent non-executive director	5/5	1/2
Ben Magara	Independent non-executive director	5/5	2/2
Isaac Malevu	Non-executive director	5/5	2/2
Billy Mawasha	Independent non-executive director	5/5	2/2
Nondumiso Medupe	Independent non-executive director	5/5	2/2
Dr Phumla Mnganga	Independent non-executive director	5/5	2/2
Zwelibanzi Mntambo	Non-executive director	4/5	1/2
Mandlesilo Msimang	Non-executive director	5/5	2/2
Chanda Nxumalo	Independent non-executive director	5/5	2/2
Peet Snyders	Independent non-executive director	5/5	2/2
Likhapha Mbatha*	Non-executive director	1/1	1/1

*	Likhapha Mbatha retired at the 2024 AGM.

Evaluation

In terms of our board charter, an internal evaluation of the board's 2024 performance was undertaken in January 2025.

The board is satisfied that it continues to function effectively and has depth in traditional core skill areas.

Conclusion

The board is satisfied that it complied with the provisions of the Companies Act and relevant laws of establishment relating to its incorporation and that the company is operating in conformity with its MoI and other relevant constitutional documents. The board is also satisfied that it fulfilled its responsibilities in accordance with its charter and King IV during the reporting period.