Prioritising good governance

A robust governance approach is essential to our ability to create value. Aligned with our theme, Positioning Exxaro to win through our resilient strategy, we uphold good governance to drive sustainable growth and stakeholder confidence. This section highlights our commitment to responsible business practices that support our strategy and future readiness.

Through good governance, our board is committed to contributing positively to achieving SDG 16, which seeks to promote peaceful and inclusive societies for sustainable development, provide access for all and build effective, accountable and inclusive institutions.

In this chapter

Our approach to governance supports Exxaro's Sustainable Growth and Impact strategy. We present how Exxaro's governance structures support our ability to create value in the short, medium and long term.

Our corporate governance reporting is structured under the four desired King IV governance outcomes of ethical culture, performance and value creation, adequate and effective control, and trust, good reputation and legitimacy.

We report on our governance activities across the following areas:

	Governance and leadership
Governance and leadership	Key focus areas and outcomes of material focus areas
Ethical culture to Trust, good reputation and legitimacy	How we deliver the outcomes of good governance
Our board of directors to Executive leadership	Demonstrating the balance of knowledge, skills, experience, diversity and independence that supports Exxaro's board in delivering on its governance role and responsibilities objectively and effectively

	Committee reports
Audit committee report to Social, ethics and responsibility committee report	How our committees support our ability to create value

	Remuneration report
Remuneration report	Demonstrating how Exxaro remunerates fairly, responsibly and transparently to promote the achievement of the group's strategic objectives

Our approach

Exxaro's corporate governance is underpinned by principles that guide the board in meeting its responsibilities to the company, the group, and its stakeholders. These principles enable the company to achieve the King IV governance outcomes and fulfil its purpose to power better lives in Africa and beyond through its own ethical and effective leadership.

Accountability and responsibility

Exxaro's board is the focal point and custodian of good corporate governance for the group, assuming ultimate accountability and responsibility for the group's performance and affairs. In so doing, it effectively represents and promotes the group's legitimate interests. As a responsible corporate citizen, Exxaro considers its material stakeholders' legitimate interests and expectations to ensure it contributes positively to society and the environment.

Regulatory compliance

Our governance approach complies with relevant national legislation, particularly the Companies Act, Financial Markets Act, JSE Listings Requirements, SAMREC Code and King IV.

Beyond compliance

King IV promotes good governance, transparency in leadership and decision making, and a focus on sustainability. Sustainable development is an ethical and economic imperative. It entails economic and social growth to meet present needs without compromising future generations' ability to fulfil their needs. Sustainable development is a fitting response to organisations being an integral part of society, their status as corporate citizens, and meeting stakeholders' needs, interests and expectations. Exxaro expresses its commitment to sustainable development through its Sustainable Growth and Impact strategy.

In line with King IV's recommendation to apply and explain how Exxaro practices good governance, we include our detailed King IV application register in our databook, which sets out each principle with an explanation of steps taken, policies, and processes.

To execute on our strategy in creating sustainable value and building resilience through principled and robust governance, we focus on responding to the class action, monitoring any release under the 2017 replacement empowerment structure, overseeing succession planning and revisiting our internal delegations.

Material themes

Exxaro's board provides attention to the material themes throughout the year. These include:

Adapting to a changing context

Responsible environmental stewardship

Building sustainable communities

Enabling a thriving workforce

Executing our strategy

Driving business resilience

Principled governance

The table below outlines the board's quarterly progress in addressing our material themes to achieve our governance outcomes.

Area	Quarter 1	Quarter 2	Quarter 3	Quarter 4	Material themes

Board engagement	First quarter board meeting	Second quarter board meeting Special board meeting to approve the group and company annual financial statements and integrated report Annual strategy sessions with executive and management	Third quarter board meeting	Fourth quarter board meeting: 100th board meeting and budget review Board site visit to Grootegeluk coal mine and LSP
Stakeholder engagement	2023 financial results presentation Participation in the Mining Indaba: "Unlocking African Mining Investment: Stability, Security, and Supply"	AGM: shareholder election of audit committee and SERC members, auditors and approval of remuneration policy and implementation through the non-binding advisory vote FD pre-close	2024 interim financial results presentation Governance roadshow	FD pre-close
Board performance	All meetings commence with confirmation of declarations of interest	Reviewed benchmarking of non-executive director fees for recommendation to shareholders in 2025	Board composition review including appropriateness of the size of the board Declarations of interest. This was extended to include a review of the roles directors hold on other JSE-listed companies Performance against Exxaro's DEI targets was measured (and met) Committee composition review to ensure all committees are adequately composed and skilled The skills set (against which the board measures itself) was better defined to ensure it encompasses the experience necessary to govern the organisation towards its prevailing strategic objectives	Non-executive director independence categorisation Internal board performance evaluation interviews (next external evaluation is due in 2026) Performance evaluation of the company secretary Board committee performance evaluations commenced
Continuous development of the board	SERC training: ESG reporting and assurance knowledge sharing (ISSB standards, ESRS updates)	Governance session: Risk – economic landscape, strategic risk report, cybersecurity SERC and remuneration committee training: proposed Companies Amendment Bill	Strategy workshop: commodities outlook, M&A landscape and insights, energy markets Governance session: water challenges and trends, climate interactions, the Companies Amendment Act, 2024 (Act 16 of 2024) (Companies Amendment Act), JSE Listings Requirements when applicable, and roles and responsibilities of the board, committees and executive committee
Safety	All meetings commence with a safety moment and monitoring of frequency of safety incidents and occupational health incidents		Safety leadership days at all sites to ensure VFL
Growth performance	Noted progress on various acquisition, divestment, and investment opportunities Approved the Resource and Reserve statement	Reaffirmed the Exxaro Sustainable Growth and Impact strategy and the inclusion of energy transition minerals into the growth pipeline	The CEO roadshow, where the CEO and executive committee provided an update on the Exxaro strategy, which was rolled out to all BUs
Risk	Approved the delegation of authority	Noted no significant changes to the strategic risk report but requested consideration of country risks applicable to Exxaro operations	Noted the strategic risk report	Approved the group ERM framework, risk appetite approach and risk appetite statement Approved the revised group delegation of authority
Environmental sustainability		Reviewed the strategic logistics programme	Noted the progress made on the decarbonisation plan and roadmap	Monitored the performance of the Amakhala Emoyeni windfarm and Tsitsikamma community windfarm Monitored the progress of the LSP construction and visited the site in November 2024 Reviewed energy efficiency and rehabilitation initiatives being planned by the business
Social sustainability	Considered the coal mine dust class action litigation matters that were launched in 2023 Considered the new Political Party Funding Act 2018 to ensure alignment and approved a donation of R25 million to the Independent Electoral Commission Multi-Party Democracy Fund	Noted an increase in B-BBEE compliance to level 2 and the organisation's progress on the DEI strategy Noted the amended EEA and management's approach to alignment	Took due notice of the relocation of the Sindane family to ensure the matter was handled with care and dignity
Economic sustainability and governance	Approved the group year-end financial results and IFRS announcement Approved the integrated suite of documents for publication, including the King IV report and JSE compliance certificate Approved a dividend and special dividend payment to shareholders Approved the registration of a bond programme	Approved the integrated ESG framework Approved the strategic performance management dashboard	Approved dividend distribution to shareholders Approved the group interim financial results, IFRS announcement and interim dividend declaration Approved financial assistance to subsidiaries as contemplated in sections 44 and 45 of the Companies Act	Approved the group consolidated budget, the coal consolidated budget and the energy budget for financial year 2025 and noted the 2026 forecast Approved the integrated report material matters Oversaw the development of cascading strategic KPIs to ensure holistic monitoring and execution of Exxaro's strategy Approved the revised supply chain management sustainability policy
People and performance	Noted the EEA2 and EEA4 remuneration report submissions and that most targets set were achieved		Noted the coal negotiating landscape as it moved from a single to a multi-union context	Considered that the energy industry will need to invest in future-ready skills development Considered the two-pot retirement savings framework that took effect in September 2024 and the effect on the contribution structure Noted the wage gap statement of intent, approved by the remuneration committee
Appointments	Appointed independent non-executive director, Nosipho Molope	Appointed Michelle Nana as group company secretary