In an ever-evolving business landscape, Exxaro remains steadfast in its commitment to foster a performance-driven culture that aligns with our strategic priorities and stakeholder expectations.
The remuneration committee's role is pivotal to ensure that our reward practices attract, engage and retain talent and drive sustainable value creation for our shareholders and broader stakeholders.
This section describes our approach to remuneration and some of our remuneration policy principles.
Dr Phumla Mnganga's message outlines key focus areas and shareholder engagement for the year under review.
We unpack our remuneration policy, including our approach to fair and responsible remuneration, guaranteed pay, benefits, variable pay and recognition and addressing the wage gap.
This section reflects the remuneration policy's implementation and remuneration paid to executive directors and prescribed officers, including STI and LTI payments, vesting outcomes and single figure remuneration.
We strive to attract, inspire and retain the best talent to achieve our Sustainable Growth and Impact strategy and create sustainable stakeholder value.
| Element | Purpose | Who benefits | How it is applied | |
| Guaranteed pay | Ensures market competitiveness and fairness and facilitates the attraction and retention of talent | All employees | Benchmarked against peers using a lead-lag approach | |
| Benefits | Provide for future security, protection and wellness | All employees | Include retirement planning, risk benefits, medical aid and wellness programmes, etc | |
| STI | Supports annual performance objectives delivery | All employees | Based on business (financial and ESG) targets and individual performance | |
| LTI | ͏Supports the longer-term delivery of the group's key strategic objectives and ensures the alignment of management and shareholder interests | Middle management and above employees |
Exxaro LTI Based on business performance (ROCE, TSR and ESG) over a three-year period Cennergi LTI Based on business performance conditions |
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| ESOP | Fosters a sense of participation in the company's success by aligning employee and shareholder interests | Junior management and below employees | Paid twice a year as an amount equivalent to the dividend paid on 560 Exxaro shares | |
| Recognition | Celebrates exceptional contributions, fosters a culture of appreciation and honours loyalty | All employees | Formal recognition events and long-service awards | |
We made further changes to our remuneration policy in 2024. The committee approved the following policy changes with effect from January 2025:
Votes in favour of the remuneration report:
Remuneration policy
Implementation report
Non-executive director fees
CEO pay mix (%)
| * | Notional cost of employment. |
FD pay mix (%)
Single-figure history (Rm)
Incentive scheme outcomes in 2024 and 2023 (%)
In terms of the STI: GIS outcome, our 2024 financial performance improved on the group EBITDA targets compared to 2023, despite underachieving on the cash cost per tonne and saleable tonnes targets in 2024 compared to 2023.
In terms of the LTI: LTIP, we maintained our high achievement of vesting targets on the ROCE and ESG performance conditions compared to 2023. However, we were not able to achieve the full vesting target on the TSR performance condition compared to 2023.
The South African mining industry faced a challenging operating environment in 2024, marked by fluctuating commodity prices, geopolitical tensions, inflation, and shifting demand for transition minerals. Operational risks were heightened by logistical inefficiencies and increased regulatory requirements.
Despite these headwinds, demand for energy transition minerals essential to renewable technologies continues to grow. This affirms the strategic importance of our diversification into these minerals to future-proof our business and support the global energy transition.
Coal revenue rose by 6%, but this was offset by inflationary pressures, higher distribution costs, and increased operational expenses, mainly due to greater overburden volumes. Our energy solutions business remained stable, with 80% operational EBITDA margins, though equity-accounted investments declined by 47%, largely due to lower iron ore prices and volumes from SIOC.
This report includes our remuneration policy, applicable to our employees and non-executive directors. It describes how the company implemented the policy and discloses payments made to non-executive directors, executive directors and prescribed officers during the year. We aim to ensure that our reward strategies are equitable and aligned with the principles of good governance, as outlined in King IV and other applicable guidelines.
At Exxaro, we acknowledge that fair pay is an ongoing journey, and we are dedicated to continuously evaluating and improving our approach to remuneration. We understand that competitive, transparent and equitable pay practices are fundamental in attracting, retaining and motivating top talent. Accordingly, we regularly review our pay structures to ensure they are aligned with both market standards and the evolving needs of our diverse workforce. Our commitment to fair pay extends beyond compliance, as we work to foster a culture where our reward practices are experienced as both fair and motivating across all levels of the organisation.
A key aspect of this commitment is ensuring that there is alignment between executive pay and the earnings of employees across the company. By assessing the ratio between executive remuneration and average employee earnings, we strive to create a sustainable and transparent framework that reinforces our values of fairness and equity. We recognise the importance of maintaining a fair and responsible reward system that reflects the contributions of all employees, and this approach helps underscore our ongoing commitment to responsible remuneration practices.
In line with our commitment to fair and responsible pay, we regularly assess pay equity and income disparity across different levels of the organisation. Our latest analysis reflects a positive trend, showing year-on-year improvement and alignment with market benchmarks.
Our horizontal wage gap analysis, which examines employees within the same job family, job grade, performance band and tenure in role, also indicates progress. Notably, our gender pay gap and race-based pay disparities have narrowed, reinforcing our ongoing efforts to drive equitable pay practices.
These improvements reflect our dedication to ensuring fairness, fostering inclusion and maintaining competitive and responsible remuneration structures.
We remain confident that our remuneration practices support our Sustainable Growth and Impact strategy.
Please see our remuneration committee report
At our AGM in May 2024, shareholders strongly supported our remuneration policy and implementation report.
The board and committee prioritise shareholder engagement, and we take the engagement and feedback from shareholders seriously. We continuously pursue enhancements to our remuneration framework and consider shareholder input.
Remuneration policy (%)
Implementation report (%)
During the 2024 governance roadshow, investors raised discussion points regarding governance, strategy and ESG.
| Shareholder concern | Our response |
| Challenges experienced with the integration of Cennergi's LTIs and STIs with Exxaro |
While the design of the Cennergi incentive schemes is different to our standard Exxaro schemes, we have made concerted efforts to ensure alignment with the overall organisation's remuneration philosophy and principles. As part of the work undertaken to embed the Cennergi schemes, we conducted comprehensive consultations with affected employees to clearly explain the rationale for the design of the Cennergi incentives and our attempts to take account of the unique attributes/circumstances of the energy business. We have made good progress in integrating the Cennergi incentive schemes. However, our LTI review highlighted that there are potential enhancements that can be made to the Cennergi schemes to further improve the robustness and fairness of the schemes for both participants and Exxaro. |
| The FTSE Russell Index as an ESG measure on our LTIP |
We acknowledge shareholder feedback on our ESG performance measure of the LTIP. As part of a comprehensive review of our LTI schemes in 2024, we concluded that certain changes were necessary to ensure ongoing alignment with shareholder expectations and business priorities. We have identified specific alternative LTIP ESG measures linked to our decarbonisation roadmap, and while the redesign of all our LTI schemes is underway, we revised the weightings as follows:
This is an interim measure for 2025 and will be removed from 2026 onwards. We look forward to engaging with our shareholders on the proposed forward-looking ESG measures during our 2025 roadshow. |
| Progress on the horizontal and vertical wage gap |
Following the promulgation of the Companies Amendment Act, which outlines clear disclosure requirements, we assess and report on key remuneration trends in alignment with section 30B of the Act. Our approach to pay equity remains guided by Exxaro's wage gap statement of intent, ensuring that we actively monitor and address disparities in remuneration. This includes ongoing efforts to narrow pay gaps across employee groups and uphold fair and responsible pay practices that support sustainable workforce equity. These efforts reflect our broader commitment to transparency, fairness and continuous improvement in remuneration governance. The remuneration committee has once again decided to delay wage gap disclosure until mandated by legislation. |
| The growth team incentives and any application of clawback |
The growth team, led by the chief growth officer, is a dedicated group responsible for driving M&A activity linked to Exxaro's growth strategy. This team plays a critical role in identifying and capitalising on opportunities for diversification and sustainability across our portfolio. Their work aligns with Exxaro's strategic objectives to expand into minerals and renewable energy while delivering long-term value for stakeholders. The team's performance is measured against defined KPIs linked to strategic growth initiatives, ensuring alignment with shareholder interests and broader organisational goals. The chief growth officer and the growth team participate in the group-wide STI scheme (the GIS). Therefore they are not part of a separate or bespoke incentive scheme. The GIS rewards both company and individual performance. For employees, including the growth team, 20% of the GIS payment is based on individual performance, with the remaining 80% linked to financial and ESG performance conditions. The growth team's KPIs are detailed in their performance contracts and are structured to drive measurable outcomes in areas such as M&A, portfolio diversification and stakeholder engagement. Our malus and clawback provisions allow Exxaro to address any detrimental activities should they occur in particular circumstances. Clawback will be applicable for a period of up to 36 (thirty-six) months from the vesting date of an award made in terms of the LTI schemes or after payment of the GIS. We plan to review our malus and clawback policy in 2025. |
| Accountability in the event of an acquisition subsequently regarded as unsuccessful |
Exxaro's approach to acquisitions includes the following key considerations: 1. Decision-making accountabilityWhile the growth team conducts the scouting, due diligence and groundwork for potential acquisitions, they are not solely responsible for an acquisition outcome. Exxaro has a rigorous governance framework and the ultimate decision regarding M&A activity rests with the board. 2. Factors influencing acquisition outcomesThe success of an acquisition depends on multiple factors, such as:
These factors may fall outside the direct scope of the growth team's responsibilities, further underscoring the need for balanced accountability. 3. Proposed enhancements to KPIsTo ensure clear accountability and drive cross-functional success, we intend to incorporate integration and acquisition-related KPIs into executive performance contracts post-acquisition. For example:
These measures hold the appropriate leaders accountable for the post-acquisition phase and ensure incentives are tied to the long-term success of the acquisition. 4. Balanced approach to the growth team's accountabilityThe growth team's performance KPIs remain focused on delivering executable opportunities that align with Exxaro's strategic criteria. They are assessed on the quality and viability of opportunities presented, their ability to manage stakeholder relationships, and the robustness of due diligence processes. This ensures they are held accountable for their contributions, without being unfairly penalised for outcomes beyond their control. Exxaro's governance structures and performance management frameworks are designed to promote accountability at every stage of the acquisition process, from opportunity identification to integration and value realisation. By incorporating appropriate post-acquisition measures in executive performance contracts as discussed above, we further ensure alignment between strategic objectives, shareholder interests and individual accountability. |
This section provides an overview of key employment-related changes affecting the group's executive directors and prescribed officers during the reporting period. It covers new appointments, contract terms, resignations, retirements and any suspensions or terminations. These movements are considered within the broader context of the group's governance and succession planning framework, ensuring continuity, stability and alignment with our long-term strategic objectives.
The group's approach to termination benefits is governed by contractual agreements, regulatory requirements and incentive scheme rules. This ensures fair and responsible treatment of executives while safeguarding shareholder interests. Termination benefits, where applicable, are aligned with market practices and company policy.
The following changes in executive leadership were made:
The treatment of variable pay upon termination depends on the nature of the departure:
We continued our work to address the wage gap in line with our roadmap shared last year. We are tracking our wage gap and fair pay, and implementing changes where required. We commissioned a bespoke survey within the mining industry to gain insights into benefits and financial wellness initiatives offered within the industry. The survey results indicate that Exxaro matches the most common market practice or leads the market. Going forward, we will consider actions and interventions for worker remuneration and reward that enhance financial wellness, while remaining economically sustainable (including the consideration of foundation benefits).
The wage gap analysis for the 2024 financial year assessed Exxaro's vertical and horizontal pay gaps. The analysis found that Exxaro's wage gap ratios have improved from 2023 and compare favourably with industry benchmarks. No material instances of unfair pay discrimination were identified.
We will update our wage gap roadmap by setting specific wage gap targets, baselining an Exxaro living wage and ensuring ongoing progress towards fair and sustainable remuneration practices.
Over recent years, shareholders have raised concerns about Exxaro's incentive schemes. In response, we reviewed our LTI schemes to ensure alignment with our strategy and industry benchmarks.
The review included all LTIs, namely:
The review showed that while Exxaro has a higher weighting for pay at risk at senior levels, the overall remuneration mix of STI and LTI is appropriate. The structure of our LTIP is somewhat aligned to the market, and we will look at how this can be enhanced in 2025. The DBP has been in place for many years and is due to be revised. We intend to replace it in 2026.
The review of our MSR policy highlighted that, while the policy aligns with best practice, there are opportunities to enhance it based on a redesign of the DBP. Similarly, there are opportunities to enhance our malus and clawback policies, which will be done in 2025.
While Cennergi's VARP and BMP was recently implemented, the review showed that this scheme can be enhanced.
The current GreenShare scheme does not lead to capital vesting, and this is not favoured by our trade unions. An alternative design option that will optimise B-BBEE compliance and help with employee engagement at lower levels will be looked into.
We successfully embedded the schemes with the participants in Cennergi Holdings and Cennergi Proprietary Limited. This included innovative individualised playbooks on the BMP and VARP, which served as detailed guides to enable participants to fully understand the mechanics, milestones and benefits that drive desired behaviours.
Reviewing our benefits and allowances helps to identify further opportunities to enhance our reward offering and ensure benefits remain fit for purpose and competitive. Employee benefits are integral to our remuneration offering and our employee value proposition. During the period under review, we participated in a comprehensive benefits survey to benchmark our employee benefits against industry standards.
Through this process, we gained valuable insights into the competitiveness of our benefits package, which will help us identify areas where we are excelling and opportunities for enhancement. This analysis is critical in ensuring that our employee value proposition remains strong, supports talent retention and continues to attract top talent.
We reviewed the market benchmarks for non-executive director fees, which included the following:
A size-based analysis was performed using Exxaro's market capitalisation. This was ranked relative to the companies within the chosen peer group to assess our position within that group. Exxaro's size, complexity, and geographical spread indicate that the market positioning should be at the median of the chosen peer group.
We tested larger and smaller peer groups to analyse the sensitivity of results to the number of peers and found that the following 12 peer group companies were appropriate:
Benchmarking against the chosen peer group was done on the basis of equivalent annual retainer-only fees for board (chairperson, lead independent director and member) fees as well as chairperson and member fees for each committee. The board chairperson benchmarking was done on an all-inclusive basis. The Exxaro fees used in the benchmark were those approved at the AGM in 2024.
The benchmarking results highlighted that the board chairperson all-inclusive fee and the audit committee chairperson fees appear well aligned to the chosen peer group. However, the chairperson fees for all other committees appear high relative to the peer group. Also, the market premium for the audit committee chairperson relative to other committee chairpersons is low. As such, a larger increase will be applied to the audit committee chairperson over the next two years, while the fees for the chairpersons of the RBR, remuneration, SERC and investment committees will be kept flat for 2025 and reviewed annually going forward.
The lead independent director fee and the board member fees appear well aligned to the peer group. The member fees for the audit committee, remuneration committee and SERC also appear well aligned. Average increases aligned to annual increases for management and specialist category employees are proposed for these roles going forward.
No comparable committees were identified in the peer groups to draw any conclusions regarding the market comparability of the logistics committee chairperson or member fees.
The nomination committee was previously part of a combined remuneration and nomination committee and has subsequently been split out. Our analysis indicates that the fees for the nomination committee are materially misaligned with the market, being at around one-fifth of market benchmarks. We are proposing normalising the fees over a four-year period so that they align to the market.
All companies in the peer group pay for board and committee meetings held beyond the standard or prescribed number of meetings. In line with market practice, we decided to implement per meeting fees for non-standard board and committee meetings. In order to qualify for payment, these meetings will need to be substantive enough in both nature and length and be approved in advance by the board chairperson. Fees of R40 000 for the chairperson and R25 000 for members per meeting (both board and committee meetings) are proposed.
It is intended that any fees paid for any additional meetings will be disclosed separately from the standard fee payments.
Recognition continues to be integral to Exxaro's total reward offering and our recognition events once again brought teams together at both functional and group level to celebrate the exceptional contributions made and achievements realised. While recognition is working well, the policy and programme review were done to ensure that recognition aligns with the evolving needs of Exxaro, with the aim of continuing to foster a culture of appreciation and engagement.
In line with regulatory changes, we successfully implemented the two-pot retirement system across all our retirement funds. Since its implementation on 1 September 2024, the relevant pension funds have processed 2 975 withdrawals from Exxaro employees. Exxaro remains committed to supporting employees' financial wellbeing through innovative and compliant retirement solutions. We will continue to engage with employees and reiterate the fact that these withdrawals are intended for emergencies.
Despite a challenging negotiating context, Exxaro concluded threeyear wage agreements with five employers across the group where unions have bargaining rights. All the agreements were concluded without industrial action and within the approved wage mandate.
Our 2025 focus areas will be to:
Exxaro continues to seek independent and professional advice on remuneration matters from consultants regarded by the committee as fully independent. During 2024, advisers included Vasdex Associates, Remchannel, Bowmans, 21st Century and Kornferry.
Through these efforts, we continue to ensure that our remuneration framework supports Exxaro's vision of powering a clean world while delivering sustainable returns to our shareholders.
I wish to express my gratitude for the ongoing support and insights from the remuneration committee members, executive leadership and the remuneration team.
Dr Phumla Mnganga
Remuneration committee chairperson
15 April 2025
Our remuneration policy is underpinned by our philosophy of fostering a high-performance culture while ensuring fairness and competitiveness. The policy aims to attract, motivate and retain talent by aligning employee rewards with our strategic objectives, core values and commitment to creating lasting value for all stakeholders.
The policy is rooted in robust governance practices and reflects our dedication to ethical business conduct. It integrates ESG priorities to drive sustainable impact. By balancing guaranteed pay, benefits, variable pay and recognition, the policy ensures that individual contributions directly support Exxaro's Sustainable Growth and Impact strategy, advancing diversity and inclusion, and achieving operational excellence.
We recognise that people's value is more than monetary reward. Our approach integrates all reward elements to create a total reward. The cornerstones of our approach are competitive reward and pay for performance. These are set out in detail below.
We also emphasise recognition through the Evergreen Awards, acknowledging individual and team efforts in meeting business goals and reinforcing behaviours aligned with Exxaro's values, culture and leadership principles.
Total reward includes guaranteed pay and variable pay, comprising STIs, LTIs and recognition schemes. Other integrated intangible reward and benefit elements include:
We pay competitive salaries, rewarding individuals based on their skills, performance and external market positioning.
Our total reward framework is underpinned by our commitment to fair, equitable and responsible pay. By applying the principle of equal remuneration for work of equal value, we seek to eliminate discriminatory remuneration – whether direct or indirect – based on race, gender, age, disability, gender identity and expression, sexual orientation, ethnicity, cultural heritage, religion or belief.
We review our internal pay ranges annually and apply them consistently throughout the organisation. Our commitment to fair pay is consistent with our DEI strategy, culture and desire to support, motivate and engage employees across the group.
We annually review our fair pay principles and their application.
During the annual salary review process, we review each employee's ideal comparative ratio and adjust this in line with our principles. The fair pay analysis focuses on market competitiveness, non-discrimination and performance over a three-year period. The outcome of the fair pay analysis for the 2024 financial year shows that all Exxaro employees' remuneration is aligned with our fair pay principles.
The wage gap is a crucial issue in South Africa, which is characterised by extreme inequality, poverty and unemployment. Our wage gap and fair pay principles aim to address this issue and are rooted in our values and group remuneration principles: consistent, fair, equitable and market-related remuneration.
Fair pay is foundational and an enabler for DEI, which is a strategic priority at Exxaro. It is our ethical responsibility to address inequality and wage gaps horizontally between race and gender and vertically between lower-paid employees and executives.
The following principles reflect our priorities:
Exxaro is committed to our purpose of powering better lives in Africa and beyond. Guided by our DEI objectives, we strive to deliver on our commitment to fair and responsible pay and effective remuneration practices, which ensure Exxaro's sustainability for all our stakeholders.
In line with our values – empowered to grow and contribute, teamwork, commitment to excellence, and honest responsibility – we will demonstrate our commitment by disclosing the wage gap between our highest and lowest paid employees in the prescribed manner. To do this, we review and develop measures to ensure fair and responsible pay and comply with regulatory requirements and generally accepted remuneration practices while considering the needs and legitimate expectations of all stakeholders.
We aim to integrate stakeholder input and align with responsible industry movements as we continue on our fair pay for performance journey.
We remain dedicated to reducing the wage gap through our targeted projects and remuneration adjustments. We also strive to adhere to industry best practices and relevant governance codes, such as King IV.
| Remuneration element | Objective | Eligibility | Application | ||
| Total guaranteed pay includes all guaranteed items, such as basic salary, medical aid, pension fund and guaranteed allowances | To attract and retain the right mix of talent with market-related pay, reflecting the size, scope and complexity of individual rolesand responsibilities |
All permanent employees |
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| Employee benefits and allowances | To provide relevant benefits to meet employees' needs and aspirations and improve our overall employee value proposition |
All permanent employees |
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| STIs |
To drive a high-performance culture that motivates and rewards substantial achievement of short-term business and individual targets |
All employees with payout levels differentiated by job grade and performance contribution |
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| LTIs |
To drive sustainable, longer-term performance, and encourage ownership and retention by aligning the interests of senior employees and executives to those of Exxaro and its shareholders |
Middle management employees and above |
The Exxaro LTI scheme is made up of two components, the LTIP and DBP. The LTI scheme:
For Cennergi, the LTI scheme is made up of two components:
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| ESOP |
To foster a sense of participation in the company's success by aligning with shareholder outcomes |
Junior management and below |
Paid twice a year as an amount equivalent to the dividend paid on 560 Exxaro shares |
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| Recognition |
To celebrate exceptional contributions, foster a culture of appreciation and honour loyalty |
All employees |
For formal recognition, employees are encouraged to nominate themselves or their colleagues for acknowledgement at various levels for an award. For informal or day-to-day recognition, line managers and peers are encouraged to recognise discretionary effort without waiting for a formal recognition opportunity |
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The remuneration mix reflects the relative proportions of pay, represented by guaranteed and variable remuneration, meaningfully linked to job type, level of work and expected outcomes.
CEO pay mix (%)
FD pay mix (%)
Prescribed officer (on Paterson band F – lower)
pay mix (%)
Prescribed officer (on Paterson band E – upper)
pay mix (%)
Prescribed officer (on Paterson band E – middle)
pay mix (%)
MD energy (on Paterson band F – lower)
pay mix (%)
Our policy on fixed pay is to benchmark annually using established industry remuneration surveys to the median for all employees except the strategic, scarce and critical skills, which may be benchmarked to the 75th percentile.
We consider individual performance when setting fixed pay through the annual NCOE salary review process – a "meets expectations" warrants positioning around the median of the benchmark for the job.
All bargaining unit employees receive a market-related basic salary, complemented by guaranteed allowances (housing and commuting), variable allowances (shift and standby) and benefits (listed below).
All employees are entitled to the same benefits appropriate to their role and specific circumstances. Management and specialist employees can structure their remuneration within company and legislative limitations. During the year, the medical, health and other benefits policies did not change. Medical aid scheme details are described below.
All employees are members of one of Exxaro's accredited retirement funds. Retirement fund contributions are determined by specific conditions of employment and for different employee levels and categories.
Employees may annually choose to belong to any employer-accredited and applicable medical schemes. The employer and employee make contributions. Exxaro does not provide post-retirement medical benefits. The post-retirement benefit obligation, disclosed in the annual financial statements, recognises past practice by Eyesizwe, which was discontinued with the creation of Exxaro in November 2006.
Employees are beneficiaries of a policy that provides additional cover for death, disability and dread disease through group personal cover taken out by Exxaro.
As part of our wellness offering, the EAP offers wide-ranging support, including legal, financial and substance abuse assistance, among others.
Our STI schemes focus on annually contributing to strategic goals and delivering on our operational and financial objectives in the shorter term. We have two STI scheme structures: the GIS for management and specialist category employees and the LOS for other permanent employees, which are specific production schemes relevant to employees' positions.
| Participants |
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| Scheme metrics and frequency of payment |
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| Apportionment |
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| Maximum achievable | 150% of targeted STI quantum |
| Gatekeepers | When the personal score is below a 3.0 rating, the percentage score modifies respective business performance outcomes, further reducing the STI portion from business performance |
| Business scorecard | Detailed below |
The business scorecards embed priorities appropriately at group and operational levels. The table below provides an overview of the goals and relative impact on the potential outcome of each business scorecard.
GIS business scorecard goals and weight
| Weight (%) |
Drivers | Group (%) |
Operation (%) |
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| Overall structure |
Financial, operational and strategic |
75 | EBITDA | 50 | 0 to 50 | |||||
| Cash cost per tonne | 15 | 15 to 45 | ||||||||
| Saleable tonnes | 10 | 10 to 30 | ||||||||
| ESG: safety and climate change |
25 | Safety | 10 | 10 | ||||||
| Water intensity | 7.5 | 7.5 | ||||||||
| Energy intensity | 7.5 | 7.5 | ||||||||
| Overall scorecard total | 100 | 100 | ||||||||
The Cennergi STI scheme is the BMP, which focuses on annually contributing to strategic goals and delivering on our operational and financial objectives in the shorter term.
| Participants |
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| Scheme metrics and frequency of payment |
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| Apportionment |
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| Maximum achievable |
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| Business scorecard |
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BMP business scorecard goals and weight
| KPIs | Weight (%) | |
| Strategic growth and financial performance | 50 | |
|---|---|---|
| Business transformation operational excellence | 15 | |
| Leading people change and social impact | 15 | |
| Health, safety and environment | 7.5 | |
| Cost management and internal control | 12.5 | |
| Scorecard total | 100 |
Our LTI schemes comprise the LTIP and DBP, which align remuneration with longer-term shareholder expectations and outcomes.
We provide general share awards to participants (middle management and above) during the year in terms of the LTIP and the DBP. We introduced the ESOP (GreenShare) in July 2020, which applies to employees not participating in the LTI scheme.
The remuneration committee makes LTIP awards, subject to performance conditions and a three-year vesting period.
The face value of allocations depends on the employee's NCOE and a grade-specific percentage. The committee evaluates the achievement of performance conditions biannually. The awards vest after three years.
We undertook a review of our LTIP last year. Results indicated that specific and appropriate ESG measures are preferable, rather than using an index, such as the FTSE Russell Index. The construction of the revised metric(s) will be done in 2025 with a view to potentially implement the revised metric(s) as part of the 2026 awards. In the meantime, the FTSE Russell Index as the ESG performance condition measure is retained but its weighting is reduced while the financial metrics are increased.
ROCE condition (40%)
The ROCE calculation is based on net operating profit plus income from non-equity-accounted investments plus income from equity-accounted investments as a percentage of average capital employed.
A sliding scale, based on a percentage ROCE achievement, applies as follows:
ROCE is calculated as the average of the three years' results constituting the performance period.
TSR condition (40%)
Exxaro's TSR is compared to performance against the TSR peer group. The peer group components and weighting of each are as follows:
| TSR peer group entities | Weighting (%) |
|
| RESI 10 | 70 | |
|---|---|---|
| Energy peer group | 15 | |
| Thungela | 15 | |
| Total | 100 |
Exxaro's TSR, for the purposes of this plan, is defined as the compound annual growth rate on a portfolio of Exxaro's ordinary shares purchased on 31 December preceding the grant, holding the shares and reinvesting the dividends received from the portfolio in Exxaro shares until the end of the performance period and selling the portfolio on that day.
The compound annual growth rate is further calculated in the same way for each of the six months before the award date, to ensure that the TSR is not unduly skewed for fluctuations at the start or end date of the measurement period.
The final computed growth rate (smoothed TSR) is the average of six three-year periods commencing six months before the award date and ending on the final date of the three-year performance period.
A 70% portion of the TSR depends on Exxaro's smoothed TSR performance compared to the RESI 10 peer group and for the remaining 30%, Exxaro's smoothed TSR performance is compared to an average TSR calculated between the energy peer group and Thungela.
ESG condition (20%)
The ESG targets are measured as per the FTSE Russell ESG Index, which provides benchmarking of international resource peer companies based on the performance of their ESG practices. A vesting sliding scale applies for an annual ESG rating between the median percentile ranking of 50 (50% vesting) and the upper quartile percentile ranking of 75 (100% vesting). Below 50 percentile ranking results in 0% vesting. The average performance over the three-year period is calculated and measured.
The table below summarises the performance vesting conditions applicable to the awards that will be granted in 2025.
LTIP performance vesting conditions
| Performance conditions | Weight (%) | Vesting of awards (after year three) |
| 40 | 17% ROCE achievement = 50% vesting (threshold) | |
| ROCE | 19% ROCE achievement = 90% vesting (target) | |
| 22% ROCE achievement = 100% vesting (stretched) | ||
| TSR – RESI 10 peer group | 28 | Median TSR peer group position = 50% vesting |
| Top three TSR peer group position = 100% vesting | ||
| TSR – energy peer group and Thungela | 12 | Equal to average TSR = 50% vesting |
| Equal or above average TSR times 125% = 100% vesting | ||
| 20 | Below 50 percentile ranking = 0% vesting | |
| ESG as per FTSE Russell ESG Index | 50 percentile ranking = 50% vesting | |
| 50 to 75 percentile ranking = sliding scale between 50% and 100% | ||
| Above 75 percentile ranking = 100% vesting |
The DBP encourages share ownership at executive management and senior management levels while reinforcing retention.
Participants can elect to voluntarily use a portion (50% or 90%) of their post-tax STI payments to acquire Exxaro shares at the prevailing market price.
Participants are entitled to all rights attached to the pledged shares purchased with their post-tax STI portion, including dividends. If the pledged shares are held for the three-year pledged period and participants remain in service for this period, Exxaro provides a matching award on a one-for-one basis.
No performance vesting conditions apply to the matching award.
Our ESOP scheme, GreenShare, was implemented in 2020. It is broadly based on the principles of Mining Charter III and is an evergreen scheme that provides non transferable carried interest (dividends) to qualifying employees. It is open to all permanent South African employees not participating in any management share scheme, and it does not carry risks for employees.
When dividends are declared, employees in service receive an amount equivalent to the dividend paid on 560 Exxaro shares, minus dividend withholding tax.
Employees remain in the scheme for the duration of their employment and do not have capital appreciation rights.
The Cennergi LTI offering comprises two schemes: the matching incentive component of the BMP and the VARP.
Cennergi middle management and above employees receive an award of rights to Exxaro shares calculated as a predetermined percentage of the annual incentive. 50% of the award vests after 12 months and the remaining 50% after 24 months. Participants are not entitled to rights in respect of the shares until vesting takes place. No performance vesting conditions apply to the matching award.
The VARP is a cash-based LTI. Participants are awarded a once-off bullet award at the start of the performance period. The award is calculated as a percentage of the participant's NCOE multiplied by an award multiple linked to the duration of the award. The award vests in three equal tranches (in years three, four and five) subject to achieving predetermined milestones. After vesting, participants have four years to exercise the award.
| The settlement value of the VARP award is calculated as: | ||||
| VARP award value | x | performance outcome |
x | VARP value multiple at exercise date |
| The value multiple is calculated as: | ||||
| The equity value of the company on the VARP exercise date | ||||
| ÷ | ||||
| The equity value of the company on the VARP award date |
VARP milestones
The 2025 milestones are made up as follows:
From 2026, the milestones will focus on achieving a targeted cumulative net MW generating capacity.
| Vesting profile (MW) | 2026 | 2027 | 2028 | 2029 | 2030 | |
| Threshold (30% vesting) | 326 | 406 | 475 | 567 | 692 | |
| Stretch (100% vesting) | 413 | 612 | 840 | 1 148 | 1 563 |
In line with global best practice and shareholder expectations, we adopted an MSR policy in 2021. The policy aims to encourage all executive directors and prescribed officers to acquire and hold company shares and to reinforce alignment between executive and shareholder interests. Executive directors and prescribed officers are expected to build and maintain a company shareholding in direct proportion to their NCOE to align their interests with those of shareholders.
The target minimum shareholding may be satisfied as follows:
The following conditions apply:
| Role | MSR | Compliance period |
| CEO | 2 x annual NCOE | Five years from the date of policy implementation (or from appointment as a prescribed officer if later) |
| FD | 1.5 x annual NCOE | |
| Other prescribed officers | 1 x annual NCOE |
Overview
Malus* and clawback** remain essential features of our remuneration policy. These processes allow for risk adjustment of awards already made and, in the case of clawback, awards already vested or paid out.
Rationale for implementation
Applicability
The GIS and share-based awards, including the LTIP and DBP, are subject to malus and clawback provisions, enabling the remuneration committee to reduce the vesting level or recover amounts already paid if necessary. Clawback will be applicable for up to 36 months from the vesting date of an award made in terms of the LTIP scheme and DBP scheme or after payment of the STI.
There were no events of malus or clawback during the 2024 remuneration period.
| * | The ability to reduce, including to zero, an award not yet accrued or vested to an individual. |
| ** | The ability to recover or seek repayment of awards already paid or vested to the individual. |
The remuneration committee maintains robust governance and oversight mechanisms for executive appointments and contracts, ensuring alignment with the company's strategic priorities and governance principles.
Executive employment contracts are generally valid until the normal retirement age of 63. The notice period for the CEO is six calendar months. The notice period for the FD and prescribed officers is three calendar months. Current executive employment contracts do not have a restraint-of-trade clause but include confidentiality undertakings.
Any shares due in terms of participating in the LTIP and DBP are paid in line with the schemes' rules.
All these awards would be made for strategic purposes on an exception basis and are considered a strategic tool that the committee can use if the circumstances require, rather than being part of standard or expected practice.
The committee also ensures that with these awards, it applies performance conditions and malus and clawback provisions.
The committee retains the discretion to exercise judgement in interpreting, applying and implementing the remuneration policy to ensure fairness, alignment with business objectives and adherence to good governance principles. Discretion may be applied in exceptional circumstances or where strict adherence to the policy would result in outcomes that are misaligned with the company's values, strategy, or stakeholder expectations.
Key principles guiding the exercise of the remuneration committee's discretion include:
Fairness and equity
Ensuring that decisions are fair, consistent and equitable for all employees
Alignment with strategic objectives
Maintaining alignment between remuneration outcomes and achieving Exxaro's strategic priorities
Governance and compliance
Upholding high standards of corporate governance and compliance with applicable laws and regulations
The remuneration committee's discretionary authority may include, among others:
All the committee's discretionary decisions will be transparently documented and disclosed, where appropriate, to relevant stakeholders to ensure accountability and trust.
We conduct a comprehensive review of non-executive director fees on a three-year cycle, benchmarking against a chosen peer group. This ensures that our remuneration framework remains competitive and aligned with best practices.
Our approach positions non-executive director fees at the median of the chosen peer group, reflecting Exxaro's scale, complexity and industry standing. In years where an external benchmarking exercise is not undertaken, adjustments to non-executive director fees are aligned with the approved annual increases for management and specialist category employees.
The remuneration committee carefully evaluates and recommends non-executive director fees, which are subsequently reviewed by the board. Final approval is sought through a special resolution at the company's AGM, with implementation effective from June.
Our implementation report discloses remuneration outcomes for non-executive directors, executive directors and prescribed officers. It includes total remuneration received and a single figure for remuneration receivable (as per King IV) for the period and all constituent remuneration elements.
This section reflects the remuneration policy's implementation and details remuneration paid to executive directors and prescribed officers for the year ended 31 December 2024. It details STI and LTI payments and vesting outcomes, with single-figure remuneration.
The approved increase for the FD is 7% and average increases for executive level and employees below are 6%. The effective date will be 1 April 2025. Implementation complied with the remuneration policy.
Following the resignation of the CEO, her performance contract was excluded from this report as it is no longer applicable. With the CEO transition, the board and remuneration committee remain focused on ensuring a smooth changeover and continued alignment of the CEO's performance contract with Exxaro's Sustainable Growth and Impact strategy.
| Individual key objectives | KPIs | Rating |
| Strategic growth and financial performance | Support to the growth and energy team to build sustainable core businesses in minerals and energy aligned with investment criteria as well as support for board-approved disposals (corporate finance support for financial modelling, affordability analysis, financial impact, deal structuring, financial due diligence inclusive of funding model/capital raise) taking account of value accretion versus affordability in context of risk exposure. | |
| Achieve ROCE target of 20%. | ||
| Ensure sufficient funding is available to grow the new energy and minerals business(es) aligned to the Exxaro capital allocation framework. | ||
| Maintain Exxaro's S&P Global ratings. | ||
| Business transformation and operational excellence | Deliver group consolidated financial statements, budgets and forecasting aligned with required timelines, regulations and standards. | |
| Ensure project plan is in place for unwind and/or replacement BEE structure. | ||
| Update and drive the implementation of the Exxaro Insurance Company strategy to secure adequate insurance cover for Exxaro group's insurable risk at reasonable cost. | ||
| Leading people change | Achieve employment equity and gender representation targets across all Exxaro group employers in core and in management levels aligned to the approved employment equity plan and mechanisms as per DEI metrics and plan. | |
| Safety and business sustainability | Consolidate social spend vehicles under the Exxaro Aga Setshaba Trust. Spend on the trust and ESD programme is aligned to ensure at least a level 3 dtic rating. | |
| Cost management and prudence | Departmental budget spend. | |
| Identify areas of cost reduction and other cost savings across the Exxaro group. | ||
| No overdue and or repeat level 1 and 2 audit findings in area of responsibility. | ||
| Performance rating | 3.33/5 |
The table below discloses business and individual performance outcomes used in determining the STI for each executive director and prescribed officer. All payments are due as per policy, and there were no deviations during the year.
| 0% | 100% | 150% | ||||||||
| Broad goals | Broad weight |
Measurement (KPI) | KPI weight |
Threshold | Target | Stretch | Actual | Outcome | ||
| Financial + operational + strategic |
EBITDA | 50% | 90% | 104.9% | 115.2% | 102.20% | 82% | |||
| 75% | Cash cost per tonne | 15% | 115% | 100% | 95% | 112.60% | 16% | |||
| Saleable tonnes | 10% | 90% | 100% | 102% | 90.40% | 4% | ||||
|
ESG |
Safety | LTIFR and zero fatalities | 10% | 0.050 | 0.050 | 0.025 | 0.061 | 0% | ||
| Climate change |
25% | Water intensity | 7.5% | 0.215 | 0.180 | 0.125 | 0.142 | 135% | ||
| Energy intensity | 7.5% | 33.137 | 32.329 | 30.713 | 27.688 | 150% | ||||
| 100% |
100% |
65.08% | ||||||||
| Executive directors and prescribed officers |
NCOE (R) |
Business performance score (80%) |
Individual performance/ (20%) rating factor (%) |
STI target (%) |
Total actual STI (R) |
| Dr N Tsengwa1 | 9 547 386 | |
|
100 | |
| PA Koppeschaar2 | 7 123 788 | 65.08 | 115 | 75 | 4 010 572 |
| S Govender3 | 3 499 371 | 65.08 | 115 | 50 | 1 313 392 |
| L Groenewald4 | 5 607 514 | 115 | 70 | 4 514 049 | |
| RE Lilleike | 4 838 830 | 65.08 | 115 | 75 | 2 724 180 |
| PK Masia5 | 5 702 361 | |
|
75 | |
| JG Meyer | 5 119 638 | 65.08 | 115 | 60 | 2 305 816 |
| MH Nana6 | 2 233 336 | 65.08 | 150 | 50 | 916 388 |
| AT Ndoni7 | 3 398 885 | |
|
60 | |
| TT Ratsheko3 | 2 768 085 | 65.08 | 100 | 50 | 997 402 |
| JA Rock | 4 610 592 | 65.08 | 115 | 60 | 2 076 548 |
| M Veti | 4 723 314 | 65.08 | 100 | 60 | 2 042 298 |
| Total prescribed officers' remuneration | 59 173 100 | 20 900 645 | |||
| 1 | Resigned on 5 February 2025; STI forfeited due to resignation. |
| 2 | Acting CEO (until 31 March 2025) and FD. |
| 3 | Acting allowance not included in NCOE for STI purposes. |
| 4 | Participant in BMP; 80% company, 20% Individual – weighted scorecard performance outcome. |
| 5 | Precautionary suspension; STI withheld due to suspension. |
| 6 | Appointed on 1 May 2024. |
| 7 | Resigned on 30 November 2024; STI forfeited due to resignation. |
The table below discloses the outcomes of the 2022 and 2021 conditional LTIP awards that vest in April 2025 and vested in April 2024.
Of the awards made in April 2022, 78.34% vest in April 2025. A summary of the vesting percentages by vesting condition is below.
| Performance vesting conditions outcome | Weight (%) |
2024 (%) |
2023 (%) |
| ROCE | 33.33 | 100 | 100.00 |
|---|---|---|---|
| TSR | 33.33 | 35 | 100.00 |
| ESG | 33.34 | 100 | 96.00 |
| Overall vesting | |
78.34 | 98.67 |
| For 2024 | For 2023 | |
| ROCE | ROCE achievement was 100% based on a calculated result exceeding the 22% stretch target as the arithmetic average of the three-year performance period. | ROCE achievement was 100% based on a calculated result exceeding the 22% stretch target as the arithmetic average of the three-year performance period. |
| TSR |
TSR achievement was 35% based on a result of 15.18% for Exxaro. JSE Capped Resources 10 Index (RESI 10) component:
|
TSR achievement was 100% based on a result of 32.5%, which positioned Exxaro second compared to the RESI 10 (first: Glencore (48.9%); third: Sasol (28.0%); fourth: BHP Billiton (24.8%); fifth: Goldfields (18.2%); sixth: Anglo (13.4%); seventh: AngloPlats (-1.9%); eighth: AngloGold(-3.9%); ninth: Implats (-4.2%); 10th: Northern Platinum (-6%); and 11th: Sibanye Stillwater (-10.5%)). |
| Governance | The governance component of ESG, as per the FTSE Russell ESG Index, met the lower and higher target which resulted in a 100% achievement for the 2024 portion of the awards. | The governance component of ESG, as per the FTSE Russell ESG Index, met the lower target, which resulted in a 96% achievement for the 2023 portion of the awards. |
The table below illustrates the rights held by each participant, vested shares and shares forfeited due to performance conditions not being met in the review period, and shares forfeited as a result of resignation in the review period.
LTIP details for executive directors and prescribed officers in 2024.
|
Opening balance 1 Jan 2024 (Number) |
Awarded during the year (Number) |
Award date |
Vesting date |
Shares vested during the year (Number) |
Shares forfeited1 (Number) |
Sale price/ market price (R) |
Pre-tax gain (R) |
Value at year end2 (R) |
MSR election (Number) |
Closing balance 31 Dec 2024 (Number) |
||
| Executive directors | ||||||||||||
| Dr N Tsengwa3 | 80 115 | 01/04/2021 | 01/04/2024 | 79 047 | 1 068 | 168.78 | 13 341 553 | |||||
| 14 224 | 01/04/2022 | 01/04/2025 | 14 224 | |||||||||
| 78 093 | 01/04/2022 | 01/04/2025 | 78 093 | |||||||||
| 112 157 | 01/04/2023 | 01/04/2026 | 112 157 | |||||||||
| 132 640 | 01/04/2024 | 01/04/2027 | 132 640 | |||||||||
| 284 589 | 132 640 | 7 047 | 338 182 | 13 341 553 | ||||||||
| PA Koppeschaar4 | 49 954 | 01/04/2021 | 01/04/2024 | 49 288 | 666 | 168.78 | 8 31 829 | |||||
| 41 816 | 01/04/2022 | 01/04/2025 | 6 604 837 | 41 816 | ||||||||
| 51 829 | 01/04/2023 | 01/04/2026 | 8 186 391 | 51 829 | ||||||||
| 61 258 | 01/04/2024 | 01/04/2027 | 9 675 701 | 61 258 | ||||||||
| 143 599 | 61 258 | 49 288 | 666 | 8 318 829 | 24 466 929 | 154 903 | ||||||
| Prescribed officers | ||||||||||||
| S Govender5 | 12 947 | 01/04/2021 | 01/04/2024 | 12 775 | 172 | 168.78 | 2 156 165 | |||||
| 10 838 | 01/04/2022 | 01/04/2025 | 1 711 862 | 10 838 | ||||||||
| 13 531 | 01/04/2023 | 01/04/2026 | 2 137 221 | 13 531 | ||||||||
| 15 993 | 01/04/2024 | 01/04/2027 | 2 526 094 | 15 993 | ||||||||
| 37 316 | 15 993 | 12 775 | 172 | 2 156 165 | 6 375 177 | 40 362 | ||||||
| L Groenewald | 19 175 | 01/04/2021 | 01/04/2024 | 18 920 | 255 | 168.78 | 3 193 318 | |||||
| 16 832 | 01/04/2022 | 01/04/2025 | 2 658 614 | 16 832 | ||||||||
| 36 007 | 18 920 | 255 | 3 193 318 | 2 658 614 | 16 832 | |||||||
| RE Lilleike | 38 223 | 01/10/2023 | 01/10/2026 | 6 037 323 | 38 223 | |||||||
| 41 604 | 01/04/2024 | 01/04/2027 | 6 571 352 | 41 604 | ||||||||
| 38 223 | 41 604 | 12 608 675 | 79 827 | |||||||||
| PK Masia6 | 34 170 | 01/04/2022 | 01/04/2025 | 5 397 152 | 34 170 | |||||||
| 34 170 | 01/04/2022 | 01/04/2025 | 5 397 152 | 34 170 | ||||||||
| 42 264 | 01/04/2023 | 01/04/2026 | 6 675 599 | 42 264 | ||||||||
| 49 954 | 01/04/2024 | 01/04/2027 | 7 890 234 | 49 954 | ||||||||
| 110 604 | 49 954 | 25 360 137 | 160 558 | |||||||||
| JG Meyer | 25 214 | 01/04/2021 | 01/04/2024 | 24 878 | 336 | 168.78 | 4 198 909 | |||||
| 21 107 | 01/04/2022 | 01/04/2025 | 3 333 851 | 21 107 | ||||||||
| 26 308 | 01/04/2023 | 01/04/2026 | 4 155 349 | 26 308 | ||||||||
| 31 094 | 01/04/2024 | 01/04/2027 | 4 911 297 | 31 094 | ||||||||
| 72 629 | 31 094 | 24 878 | 336 | 4 198 909 | 12 400 497 | 78 509 | ||||||
| MH Nana7 | 12 417 | 01/05/2024 | 01/05/2027 | 1 961 265 | 12 417 | |||||||
| 12 417 | 1 961 265 | 12 417 | ||||||||||
| AT Ndoni8 | 12 165 | 01/11/2021 | 01/11/2024 | 12 003 | 162 | 167.09 | 2 005 581 | |||||
| 9 296 | 01/04/2022 | 01/04/2025 | 9 296 | |||||||||
| 11 499 | 01/04/2023 | 01/04/2026 | 11 499 | |||||||||
| 8 481 | 01/09/2023 | 01/09/2026 | 8 481 | |||||||||
| 22 551 | 01/04/2024 | 01/04/2027 | 22 551 | |||||||||
| 41 441 | 22 551 | 12 003 | 51 989 | 2 005 581 | ||||||||
| TT Ratsheko5 | 10 254 | 01/04/2021 | 01/04/2024 | 10 118 | 136 | 168.78 | 1 707 716 | |||||
| 8 583 | 01/04/2022 | 01/04/2025 | 1 355 685 | 8 583 | ||||||||
| 10 708 | 01/04/2023 | 01/04/2026 | 1 691 329 | 10 708 | ||||||||
| 12 649 | 01/04/2024 | 01/04/2027 | 1 997 910 | 12 649 | ||||||||
| 29 545 | 12 649 | 10 118 | 136 | 1 707 716 | 5 044 924 | 31 940 | ||||||
| JA Rock | 24 928 | 16/10/2023 | 16/10/2026 | 3 937 378 | 24 928 | |||||||
| 27 591 | 01/04/2024 | 01/04/2027 | 4 357 998 | 27 591 | ||||||||
| 24 928 | 27 591 | 8 295 376 | 52 519 | |||||||||
| M Veti | 23 442 | 01/04/2021 | 01/04/2024 | 23 130 | 312 | 168.78 | 3 903 881 | |||||
| 19 623 | 01/04/2022 | 01/04/2025 | 3 099 453 | 19 623 | ||||||||
| 24 271 | 01/04/2023 | 01/04/2026 | 3 833 604 | 24 271 | ||||||||
| 28 687 | 01/04/2024 | 01/04/2027 | 4 531 112 | 28 687 | ||||||||
| 67 336 | 28 687 | 23 130 | 312 | 3 903 881 | 11 464 169 | 72 581 |
| 1 | Shares forfeited due to performance conditions not being fully met and/or shares forfeited due to resignation in the year. |
| 2 | Based on a share price of R157.95 which prevailed on 31 December 2024 and assumes 100% vesting. |
| 3 | Resigned on 5 February 2025. Although shares were unvested at 31 December 2024, we reviewed the current status at the time of publication and have reflected it as forfeited. |
| 4 | Acting CEO (until 31 March 2025) and FD. |
| 5 | Acting. |
| 6 | Precautionary suspension: LTIP due to vest in 2025 is currently suspended. |
| 7 | Appointed on 1 May 2024. |
| 8 | Resigned on 30 November 2024. Due to being on the insider register, shares (awarded 1 November 2021) became exercisable on 1 December 2024. |
Leon Groenewald's employment contract stipulates a term of four years. Therefore, his award multiple is four. The VARP multiple for all other permanent employees is limited to five. The managing director: energy's VARP will vest in equal tranches of 50% each on 1 April 2026 and 1 April 2027, subject to achieving the performance milestones. After vesting, his awards will continue as usual with exercise windows of four years. Awards will not be accelerated.
The table below illustrates the rights held by the participant in terms of VARP tranches and vesting dates.
| Tranche |
Value at grant date (R) |
Vesting date |
Exercisable date |
Fair value of award at year end1 (R) |
||
| Prescribed officer (L Groenewald) | Tranche 1 | 6 354 115 | 01/04/2026 | 01/04/2030 | 10 371 141 | |
|---|---|---|---|---|---|---|
| Tranche 2 | 6 354 115 | 01/04/2027 | 01/04/2031 | 14 547 912 |
| 1 | The fair value at year end is determined as award value x likelihood of milestone being met x value multiple at year end (assumed 100% vesting). |
The table below illustrates the rights held by the participant. BMP details for Leon Groenewald in 2024:
| Opening balance 1 Jan 2024 (Number) |
Awarded during the year (Number) |
Award date | Vesting date | Shares vested during the year (Number) |
Shares forfeited (Number) |
Sale price/ market price (R) |
Pre-tax gain (R) |
Value at year end1 (R) |
Closing balance 31 Dec 2024 (Number) |
||
| Prescribed officer (L Groenewald) | 1 149 | 01/04/2024 | 01/04/2025 | 181 485 | 1 149 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 149 | 01/04/2024 | 01/04/2026 | 181 485 | 1 149 | |||||||
| 2 298 | 362 970 | 2 298 |
| 1 | Based on the prevailing share price of R157.95 on 31 December 2024. |
The table below illustrates the rights held by each participant and the movements in these rights during the year. DBP details for executive directors and prescribed officers in 2024:
| Opening balance 1 Jan 2024 (Number) |
Awarded during the year (Number) |
Award date | Vesting date |
Shares vested during the year (Number) |
Shares forfeited1 (Number) |
Sale price/ market price (R) |
Pre-tax gain (R) |
Value at year end2 (R) |
MSR election (Number) |
Closing balance 31 Dec 2024 (Number) |
||
| Executive directors | ||||||||||||
| Dr N Tsengwa3 | 589 | 19/03/2021 | 19/03/2024 | 589 | 171.54 | 101 037 | ||||||
| 2 770 | 31/03/2021 | 31/03/2024 | 2 770 | 168.78 | 467 521 | |||||||
| 6 401 | 31/03/2024 | 31/03/2027 | 6 401 | |||||||||
| 3 359 | 6 401 | 3 359 | 6 401 | 568 558 | ||||||||
| PA Koppeschaar4, 7 | 750 | 21/09/2021 | 21/09/2024 | 118 463 | 750 | |||||||
| 1 024 | 04/03/2022 | 04/03/2025 | 161 741 | 1 024 | ||||||||
| 6 249 | 31/03/2024 | 31/03/2027 | 987 030 | 6 249 | ||||||||
| 1 774 | 6 249 | 1 267 234 | 8 023 | |||||||||
| Prescribed officers | ||||||||||||
| S Govender5 | 179 | 19/03/2021 | 19/03/2024 | 179 | 171.54 | 30 706 | ||||||
| 202 | 31/08/2021 | 31/08/2024 | 202 | 160.12 | 32 344 | |||||||
| 735 | 31/03/2022 | 31/03/2025 | 116 093 | 735 | ||||||||
| 1 116 | 381 | 63 050 | 116 093 | 735 | ||||||||
| L Groenewald | 200 | 19/03/2021 | 19/03/2024 | 200 | 171.54 | 34 308 | ||||||
| 1 275 | 31/03/2021 | 31/03/2024 | 1 275 | 168.78 | 215 195 | |||||||
| 409 | 21/09/2021 | 21/09/2024 | 409 | 157.20 | 64 295 | |||||||
| 1 004 | 04/03/2022 | 04/03/2025 | 158 582 | 1 004 | ||||||||
| 1 845 | 31/03/2022 | 31/03/2025 | 291 418 | 1 845 | ||||||||
| 4 733 | 1 884 | 313 798 | 450 000 | 2 849 | ||||||||
| PK Masia6 | 5 098 | 31/03/2024 | 31/03/2027 | 805 229 | 5 098 | |||||||
| 5 098 | 805 229 | 5 098 | ||||||||||
| JG Meyer7 | 301 | 21/09/2021 | 21/09/2024 | 47 543 | 301 | |||||||
| 301 | 47 543 | 301 | ||||||||||
| AT Ndoni8 | 96 | 04/03/2022 | 04/03/2025 | 96 | ||||||||
| 1 676 | 31/03/2023 | 31/03/2026 | 1 676 | |||||||||
| 1 170 | 31/03/2024 | 31/03/2027 | 1 170 | |||||||||
| 1 772 | 1 170 | 2 942 | ||||||||||
| TT Ratsheko5 | 144 | 19/03/2021 | 19/03/2024 | 144 | 171.54 | 24 702 | ||||||
| 820 | 31/03/2021 | 31/03/2024 | 820 | 168.78 | 138 400 | |||||||
| 161 | 31/08/2021 | 31/08/2024 | 161 | 160.12 | 25 779 | |||||||
| 391 | 04/03/2022 | 04/03/2025 | 61 758 | 391 | ||||||||
| 583 | 31/03/2022 | 31/03/2025 | 92 085 | 583 | ||||||||
| 2 099 | 1 125 | 188 881 | 153 843 | 974 | ||||||||
| M Veti7 | 449 | 19/03/2021 | 19/03/2024 | 449 | 171.54 | 77 021 | ||||||
| 3 180 | 31/03/2021 | 31/03/2024 | 3 180 | 168.78 | 536 720 | |||||||
| 278 | 21/09/2021 | 21/09/2024 | 43 910 | 278 | ||||||||
| 7 230 | 31/03/2023 | 31/03/2026 | 1 141 979 | 7 230 | ||||||||
| 3 316 | 31/03/2024 | 31/03/2027 | 523 762 | 3 316 | ||||||||
| 11 137 | 3 316 | 629 | 613 741 | 1 709 651 | 10 824 |
| 1 | Matching shares forfeited due to termination of services. |
| 2 | Based on the prevailing share price of R157.95 on 31 December 2024. |
| 3 | Resigned on 5 February 2025. Although shares were unvested at 31 December 2024, we reviewed the current status at the time of publication and have reflected it as forfeited. |
| 4 | Acting CEO (until 31 March 2025) and FD. |
| 5 | Acting. |
| 6 | Precautionary suspension. |
| 7 | Will be allowed to exercise the September 2024 tranche once removed from the insider register. |
| 8 | Resigned on 30 November 2024. |
| DBP shares held as a percentage of NCOE at 31 December 2024 |
DBP shares held at 31 December 2024 |
DBP shares pledged in 2021 – matched and vested in 2024 |
|||||
| Executive directors and prescribed officers | (%) | (R) | (Number) | (R) | (Number) | ||
| Dr N Tsengwa1 | 568 558 | 3 359 | |||||
| PA Koppeschaar2,7 | 18 | 1 267 234 | 8 023 | ||||
| S Govender3 | 3 | 116 093 | 735 | 63 050 | 381 | ||
| L Groenewald | 8 | 450 000 | 2 849 | 313 798 | 1 884 | ||
| RE Lilleike | |||||||
| PK Masia4 | 14 | 805 229 | 5 098 | ||||
| JG Meyer7 | 1 | 47 543 | 301 | ||||
| MH Nana5 | |||||||
| AT Ndoni6 | |||||||
| TT Ratsheko3 | 5 | 153 843 | 974 | 188 881 | 1 125 | ||
| JA Rock | |||||||
| M Veti7 | 36 | 1 709 651 | 10 824 | 613 741 | 3 629 | ||
| 1 | Resigned on 5 February 2025. Although shares were unvested at 31 December 2024, we have reflected the current position at the time of publication and indicate the shares as forfeited. |
| 2 | Acting CEO (until 31 March 2025) and FD. |
| 3 | Acting. |
| 4 | Precautionary suspension. |
| 5 | Appointed on 1 May 2024. |
| 6 | Resigned on 30 November 2024. |
| 7 | Shares that vested in September 2024 but not yet exercised – as the participant is included on the insider register – are part of the calculations in DBP shares held at 31 December 2024 columns. |
| 1 | Based on a volume weighted average share price of R157.95 that prevailed on 31 December 2024. |
| 2 | MSR shares held on a pre-tax basis in an MSR account until the determination date. |
| 3 | Resigned on 5 February 2025. |
| 4 | Acting CEO (until 31 March 2025) and FD. |
| 5 | Precautionary suspension. |
| 6 | Appointed on 1 May 2024 (for the purposes of the MSR calculation, the NCOE was annualised). |
The total single-figure remuneration for executive directors and prescribed officers is stated in the table below to align with King IV. The 2024 LTIP granted on 1 April 2022 will vest on 1 April 2025 due to 2024 performance conditions. As the portion of the DBP voluntary deferral is included under the STIs, proceeds from the matched portion of the DBPs are reflected under LTIs.
| Year |
NCOE1 (R) |
Recognition and other payments1 (R) |
STIs (R) |
LTIs (R) |
Total remuneration (R) |
|||
| Executive directors | ||||||||
| Dr N Tsengwa2 | 2024 | 9 547 386 | 20 139 | 9 567 525 | ||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 8 890 630 | 63 460 | 4 359 964 | 16 850 885 | 30 164 939 | |||
| PA Koppeschaar3 | 2024 | 7 123 788 | 4 260 | 4 010 572 | 5 335 970 | 16 474 590 | ||
| 2023 | 6 702 393 | 2 760 | 2 364 604 | 10 232 100 | 19 301 857 | |||
| Prescribed officers | ||||||||
| S Govender4 | 2024 | 3 524 329 | 82 060 | 1 313 392 | 1 457 166 | 6 376 947 | ||
| 2023 | ||||||||
| L Groenewald5 | 2024 | 5 659 748 | 4 260 | 4 514 049 | 3 125 453 | 13 303 510 | ||
| 2023 | 5 070 915 | 2 760 | 3 203 299 | 4 641 575 | 12 918 549 | |||
| RE Lilleike6 | 2024 | 4 838 830 | 2 724 180 | 7 563 010 | ||||
| 2023 | 1 156 038 | 1 200 000 | 2 356 038 | |||||
| PK Masia7 | 2024 | 5 702 361 | 4 260 | 5 706 621 | ||||
| 2023 | 5 468 238 | 2 314 | 1 929 194 | 7 399 746 | ||||
| JG Meyer | 2024 | 5 119 638 | 4 260 | 2 305 816 | 611 739 | 10 041 453 | ||
| 2023 | 4 810 353 | 2 760 | 1 357 674 | 5 148 735 | 11 319 522 | |||
| MH Nana8 | 2024 | 2 233 336 | 2 420 000 | 916 388 | 5 569 724 | |||
| 2023 | ||||||||
| AT Ndoni9 | 2024 | 3 398 885 | 4 002 702 | 7 401 587 | ||||
| 2023 | 3 093 366 | 725 050 | 797 073 | 2 454 415 | 7 069 904 | |||
| TT Ratsheko10 | 2024 | 2 816 339 | 4 260 | 997 402 | 1 215 887 | 5 033 888 | ||
| 2023 | ||||||||
| JA Rock11 | 2024 | 4 610 592 | 1 383 179 | 2 076 548 | 8 070 319 | |||
| 2023 | 939 059 | 2 766 357 | 3 705 416 | |||||
| M Veti | 2024 | 4 723 314 | 4 260 | 2 042 298 | 2 428 111 | 9 197 983 | ||
| 2023 | 4 446 111 | 63 460 | 1 254 870 | 5 528 571 | 11 293 012 |
| 1 | See table below for details on NCOE and recognition and other payments. |
| 2 | Resigned on 5 February 2025. Although shares were unvested at 31 December 2024, at the time of publication, STIs and LTIs are forfeited. |
| 3 | Acting CEO (until 31 March 2025) and FD. |
| 4 | Appointed as acting chief coal operations officer on 15 November 2024. Remuneration information relates to the full year. |
| 5 | 2024 LTIs comprises of LTIP 2022 award: R2 082 758, DBP 2022 matching shares: R450 000 and BMP 2024 matching incentive: R592 695. Remuneration information relates to the full year for 2023. 2023 LTIs comprises of LTIP 2021 award: R3 868 756, DBP 2021 matching shares: R385 240 and BMP 2023 matching incentive: R387 579. |
| 6 | Appointed as chief growth officer on 1 October 2023. |
| 7 | Precautionary suspension; The LTIP that would vest in 2025 is currently suspended and not reflecting under LTIs. |
| 8 | Appointed as group company secretary on 1 May 2024. |
| 9 | Resigned on 30 November 2024. |
| 10 | Appointed as acting chief strategic resilience and governance officer on 25 September 2024. Remuneration information relates to the full year. |
| 11 | Appointed as chief people and performance officer on 16 October 2023. |
All incentive schemes are performance related and approved by the board of directors.
The STIs include the voluntary individual deferral for 2024.
The LTIP reflects 78.34% of the April 2022 award that will vest on 1 April 2025, based on the prevailing share price of R157.95 on 31 December 2024.
| For 20241 | For 20231 | ||
| NCOE | NCOE includes leave days purchased as well as travel and acting allowances | NCOE includes leave days purchased as well as travel and acting allowances | |
| Recognition and other payments | |||
| LTIFR/fatality free | R2 760 for LTIFR and R1 500 for fatality-free | R2 760/R2 314 for LTIFR is based on the functional area | |
| Mutual separation and notice pay | For AT Ndoni mutual separation included R1 884 174 and notice pay of R942 087 | |
|
| Long-service awards | Long-service award included for S Govender: R77 800 | Long-service awards are included for Dr N Tsengwa: R60 700 and M Veti: R60 700 | |
| Leave encashment | Leave encashment amounts are included forDr N Tsengwa of R15 879 and AT Ndoni of R209 127 | |
|
| Sign-on bonuses | Sign-on bonus included for MH Nana: R2 420 000 | Sign-on bonuses are included for RE Lilleike: R1 200 000 and JA Rock: R2 766 357 | |
| Retention allowance |
Retention allowance included for:
|
Retention allowance is included for AT Ndoni:
|
|
| 2024 | 2023 | |||||||||
| |
Fees for services (R) |
Benefits and allowances1 (R) |
Fees for services rendered to subsidiaries2 (R) |
Total (R) |
Fees for services (R) |
Benefits and allowances1 (R) |
Fees for services rendered to subsidiaries2 (R) |
Total (R) |
||
| Non-executive directors | |
|
|
|
|
|
||||
|---|---|---|---|---|---|---|---|---|---|---|
| GJ Fraser-Moleketi | 1 495 520 | 1 495 520 | 1 423 075 | |
1 423 075 | |||||
| KM Ireton | 891 534 | 891 534 | 800 011 | |
800 011 | |||||
| B Magara | 1 100 503 | 1 100 503 | 897 586 | |
897 586 | |||||
| B Mawasha | 917 671 | 917 671 | 885 625 | |
885 625 | |||||
| IN Malevu | 707 165 | 707 165 | 685 337 | |
685 337 | |||||
| L Mbatha3 | 282 759 | 123 785 | 406 544 | 681 040 | 70 068 | 751 108 | ||||
| N Medupi4 | 1 147 289 | 1 147 289 | 829 565 | |
829 565 | |||||
| Dr P Mnganga | 1 121 908 | 1 121 908 | 1 001 950 | |
1 001 950 | |||||
| VZ Mntambo | 768 756 | 218 535 | 987 291 | 684 262 | |
684 262 | ||||
| N Molope5 | 913 632 | 913 632 | ||||||||
| MLB Msimang | 895 573 | 895 573 | 851 536 | |
851 536 | |||||
| CJ Nxumalo | 1 106 079 | 1 106 079 | 1 072 369 | |
1 072 369 | |||||
| MG Qhena (chairman) | 2 397 450 | 2 397 450 | 2 301 119 | |
2 301 119 | |||||
| PCCH Snyders | 1 311 845 | 1 311 845 | 1 238 558 | 8 541 |
1 247 099 | |||||
| Total non-executive directors' remuneration | 15 057 684 | 342 320 | 15 400 004 | 13 352 033 | 8 541 | 70 068 | 13 430 642 | |||
| 1 | Travel reimbursements for visiting various company operations during the year. |
| 2 | Directors' fees paid by Eyesizwe RF Proprietary Limited. |
| 3 | Retired on 23 May 2024. |
| 4 | Appointed on 3 January 2023. |
| 5 | Appointed on 3 January 2024. |
IR