Exxaro Resources Limited
Integrated report for the year ended 31 December 2025
| Chairperson | Members | Number of meetings held in 2025 |
| Nondumiso Ketwa |
|
5 scheduled 1 special |
Audit committee report (ESG report)
The committee is an independent, statutory committee whose members are appointed annually by Exxaro's shareholders in compliance with section 94(2) of the Companies Act and the principles of good governance. In terms of the Companies Act, this committee has an independent role with accountability to the board and shareholders of the company. The committee does not assume management functions, which remain the responsibility of the executive directors, prescribed officers and other members of senior management, nor does it assume accountability for the functions performed by other committees of the board. In addition to the Companies Act, the committee's duties are guided by paragraphs 5.7(g) and (h) of the JSE Listings Requirements and King IV.
The committee is governed by its terms of reference that codify its role and responsibilities. To assist the board, the committee plays an essential role in providing independent oversight of the:
The committee's terms of reference are reviewed and approved annually by the board.
The November 2025 review ensured alignment of the terms of reference with the current status of the business. As King V was implemented on 31 October 2025, any changes required to align the terms of reference with King V will be presented to the committee in the first quarter of 2026.
The committee is satisfied that it has discharged its responsibilities and fulfilled its mandate in accordance with its terms of reference, the Companies Act, the JSE Listings Requirements (paragraph 5.7(h)) in particular) and King IV.
2026
focus areas
| Chairperson | Members | Number of meetings held in 2025 |
| Billy Mawasha from 1 April 2025 |
|
4 scheduled 2 special |
| Changes |
| Following Ben Magara's appointment as CEO, he stepped down as chairperson and member of the committee. The board appointed Billy Mawasha as committee chairperson, effective 9 May 2025. Mandlesilo Msimang resigned as a director on 15 September 2025. |
Investment committee report (ESG report)
This committee plays a key role in the execution of Exxaro's Sustainable Growth and Impact strategy. The committee has an independent role where it:
Importantly, the committee reviews the strategic fit, risk profiles and outcomes of financial, technical and legal due diligence for major investments. The committee ensures adherence to all Exxaro's governance processes and oversees that potential investments meet the approved hurdle rates, set from time to time, before Exxaro commits any funds. The committee considered various energy and metals opportunities throughout 2025. These opportunities were considered using robust investment criteria that protect our stakeholders' interests in Exxaro and, in that regard, did not conclude any transaction that Exxaro believed met its requirements. The board is committed to protecting Exxaro's value and will not approve the pursuit of projects outside the approved investment criteria.
An investment opportunity therefore first serves at the committee where a detailed review is conducted in line with the investment criteria approved by the board. After the review, the investment opportunity may be recommended by the committee to the board for final approval.
The committee's terms of reference are reviewed and approved annually by the board. The November 2025 review ensured alignment with the current status of the business.
King V was implemented on 31 October 2025. Any changes required to align the terms of reference with King V will be presented to the committee in the first quarter of 2026.
The committee's mandate requires that disclosures of interest are made at the time of circulating information to the committee members and before the commencement of any meeting. Any declaration and/or recusal by members is captured in the meeting minutes to ensure transparency.
The committee, in carrying out its duties, has due regard of its terms of reference and the principles and recommended practices of King IV. The committee is satisfied that it has conducted its affairs and discharged its responsibilities in accordance with its terms of reference.
2026
focus areas
| Chairperson | Members | Number of meetings held in 2025 |
| Isaac Malevu |
|
3 |
| Changes |
| From 1 April 2025, Ben Magara stepped down as committee member. However, as CEO, he holds a standing invitation to attend the committee's meetings. |
Logistics committee report (ESG report)
Early in 2023, the board established an ad hoc board committee to address the threat of rail capacity unavailability to Exxaro's strategy. The logistics committee was subsequently confirmed as a permanent committee of the board.
The role of the logistics committee is to monitor and report on the development of long-term solutions for logistic access to international markets, identification of medium-term solutions and alternatives.
The committee operates independently and makes recommendations to the board, monitors on behalf of the board and reports to the board on mainly:
The committee's terms of reference are reviewed and approved annually by the board. The November 2025 review ensured alignment with the current status of the business.
King V was implemented on 31 October 2025. Any changes required to align the terms of reference with King V will be presented to the committee in the first quarter of 2026.
The committee, in carrying out its duties, has due regard to its terms of reference and the principles and recommended practices of King IV. The committee is satisfied that it has considered and discharged its responsibilities.
2026
focus areas
| Chairperson | Members | Number of meetings held in 2025 |
| Mvuleni Geoffrey Qhena |
|
3 scheduled 2 special |
| Changes |
| On 15 May 2025, Zwelibanzi Mntambo retired. Billy Mawasha was appointed on 5 June 2025. |
Nomination committee report (ESG report)
In line with the JSE Listings Requirements, the committee is constituted as a committee of the board in terms of the Companies Act, the company's MoI and King IV. The committee is governed by its board-approved terms of reference which set out its role and responsibilities.
The main purpose of the committee includes to determine and evaluate the adequacy, efficiency and appropriateness of the group governance structure, practices and processes.
The committee's areas of responsibility include:
The committee's terms of reference are reviewed and approved annually by the board. The November 2025 review ensured alignment with the current status of the business. King V was implemented on 31 October 2025. Any changes required to align the terms of reference with King V will be presented to the committee in the first quarter of 2026.
The nomination committee, in carrying out its respective duties, duly regarded the principles and recommended practices of King IV. The committee is satisfied that it has considered and discharged its responsibilities in accordance with its terms of reference.
2026
focus areas
| Chairperson | Members | Number of meetings held in 2025 |
| Dr Phumla Mnganga |
|
4 scheduled 1 special |
| Changes |
| On 15 May 2025, Zwelibanzi Mntambo retired. Billy Mawasha was appointed on 5 June 2025. |
Remuneration committee report (ESG report)
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 paragraph 5.7(g) of the 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 and approved annually by the board. The November 2025 review ensured alignment with the current status of the business.
King V was implemented on 31 October 2025. Any changes required to align the terms of reference with King V will be presented to the committee in the first quarter of 2026.
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 it committed itself to for 2025 has either been successfully completed or is on track.
2026
focus areas
| Chairperson | Members | Number of meetings held in 2025 |
| Peet Snyders |
|
4 |
| Changes |
| Following Ben Magara's appointment as CEO on 1 April 2025, he stepped down as a committee member but has a standing invitation to all meetings as the new CEO. To ensure adequate succession and continuity of knowledge, Isaac Malevu was appointed as member of the committee on 5 June 2025. Mandlesilo Msimang resigned on 15 September 2025. |
RBR committee report (ESG report)
The committee is a board committee in terms of section 72 of the Companies Act, the company's MoI and King IV. The committee's role is as follows:
The committee's primary role is to implement an effective policy and plan for risk management that will enhance the group's ability to achieve its strategic objectives and to ensure that risk disclosure is comprehensive, timely and relevant. Risk management is effected by the board, management and other personnel. It is applied in strategy setting and across the group, and is designed to identify potential events that may affect the organisation, manage risks to within its risk appetite, and provide reasonable assurance regarding the achievement of the organisation's objectives. Risk governance involves the structures and mechanisms within the organisation that guide the decision making and implementation processes related to managing risks.
The committee is responsible for reviewing the ERM process, including key risks facing Exxaro and the responses to address these risks. It maintains a particular focus on:
Business resilience is the ability of an organisation to adapt in a changing environment to enable it to deliver its objectives, survive and prosper. Risk, incident, crisis and BCM are among the four key elements of business resilience. The role of the committee is to oversee the appropriateness of Exxaro's crisis response plans and frameworks.
The committee's terms of reference are reviewed and approved annually by the board. The November 2025 review ensured alignment with the current status of the business.
King V was implemented on 31 October 2025. Any changes required to align the terms of reference with King V will be presented to the committee following a gap analysis.
The committee is satisfied that it has discharged its responsibilities and fulfilled its mandate in accordance with its terms of reference, the Companies Act and King IV.
2026
focus areas
| Chairperson | Members | Number of meetings held in 2025 |
| Geraldine Fraser-Moleketi |
|
4 |
| Changes |
| Prior to 1 February 2025, the CEO and FD were members of the committee. |
SERC report (ESG report)
The committee's mandate derives from the company's commitment to proactively manage its economic, environmental and social impacts, and the public interest, in addition to those laid down in section 72(4) of the Companies Act, read with Regulation 43, the MoI, paragraph 5.7(g) of the JSE Listings Requirements and King IV.
The company recognises that it forms part of an interrelated community and, as such, may have positive and negative impacts on public interest and the global goal of sustainable development. The board has primarily entrusted the committee to oversee the company's impact on public interest and its ethical performance. It ensures compliance with Exxaro's statutory duties and oversees that the core purpose and values, strategy and conduct are aligned with the group's responsible corporate citizenship.
The committee oversees the company's ethics regarding business practices, its relationships with employees, other stakeholders and the natural environment. It also assists the board by monitoring the group's achievement of its shared sustainability goals and has oversight of stakeholder management and ethics management. As part of its responsibility mandate, the committee has oversight of how the company impacts planet, people and prosperity.
The committee's terms of reference are reviewed and approved annually by the board. The November 2025 review ensured alignment with the current status of the business.
King V was implemented on 31 October 2025. Any changes required to align the terms of reference with King V will be presented to the committee in the first quarter of 2026.
The SERC is pleased to confirm that, in carrying out its duties, it regarded King IV principles and recommended practices, and discharged its responsibilities in accordance with its terms of reference and the Companies Act. Beyond mere compliance, the committee is also satisfied that it has fulfilled its non-statutory mandate and that there are no material instances of non-compliance to disclose. If any material non-compliance existed, it was duly considered during the year in review.
2026
focus areas