| Chairperson: Dr Phumla Mnganga | Meetings: Six |
| Members: Geraldine Fraser-Moleketi, Zwelibanzi Mntambo and Mvuleni Geoffrey Qhena | Attendance: 92% |
| Changes: None | |
Dr Phumla Mnganga
Chairperson
Mvuleni Geoffrey Qhena
Geraldine Fraser-Moleketi
Zwelibanzi Mntambo
This committee's role and responsibility is to ensure the group remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term. It also ensures the continuous development, review and implementation of remuneration governance-related documents, including compliance with JSE Listings Requirements and reporting obligations.
The committee is accountable to the board for executing its independent and objective oversight. The committee does not assume the functions of management, which remain the responsibility of executives, prescribed officers and other members of senior management, nor accountability for the functions performed by other board committees.
Where board committee focus areas overlap with this committee's focus areas, committees collaborate to execute the board's broader effectiveness objective. For example, in support of the DEI strategy execution, as it applies to fair pay or application of mechanisms to achieve and exceed employment equity.
The committee's terms of reference are reviewed annually. The review took place in the first quarter of 2025 and the revised terms of reference were subsequently approved by the board. The review ensured the terms of reference remain aligned to relevant legislation, regulations and King IV.
Key focus areas 2024/2025 |
| Continue our wage gap journey as part of our DEI strategy by tracking our pay ratios and implementing appropriate interventions to close the wage gap, as required |
| Implement the incentive scheme changes arising from the reviews undertaken, in line with the associated roadmap and taking account of stakeholder feedback |
| Implement the minimum shareholding requirement (MSR) to ensure the interests of executives are more aligned with those of shareholders |
| Update the wage gap roadmap to reflect our ongoing commitment to narrowing the wage gap and continuous monitoring and corrective actions of horizontal wage gaps as part of ESG |
| Approve the revised recognition policy and programme |
| Ongoing consideration and deliberation of shareholder feedback |
| Review benefits and allowances and implement proposed changes arising from the reviews undertaken |
The committee acknowledges that remuneration continues to be managed within the context of Exxaro's remuneration principles, policy and other guidelines, which enable sound governance and fair and responsible pay. The committee is satisfied that everything that they had committed themselves to for 2024 has either been successfully completed or is on track.
IR