Managing ESG

ESG governance and risk

Robust ESG governance and risk management enable Exxaro to integrate sustainability into every aspect of our business. Clear accountability structures, defined oversight responsibilities and disciplined risk processes ensure we implement ESG priorities consistently and that risks are identified, assessed and managed across all operations.

ESG governance structure and accountability

Exxaro works to integrate and embed ESG into the organisation through a tiered governance structure that ensures effective execution and accountability across the business. Oversight of sustainability matters is anchored at board level, supported by dedicated committees and management structures that drive effective execution and accountability across the business.

Board leadership and oversight

Sets direction and approves strategy

Board of directors
Board committees

Unpacked below

Executive leadership and oversight

Integrates ESG into corporate strategy and monitors delivery

Group executive committee

Unpacked below

Functional leadership and oversight

Coordinates execution and performance tracking

ESG committee
Management committees

Unpacked below

Operational leadership and ESG execution

Manages operational alignment and delivery

ESG PMO
Senior executives, functional heads and business unit (BU) managers

Unpacked below

Board leadership and oversight

Board of directors

The board has ultimate responsibility for overseeing Exxaro's ESG direction setting, performance and the management of sustainability-related risks and opportunities.

Provides ethical leadership and oversight of ESG performance
Approves ESG strategy, sets performance levels and monitors progress

The board distributes ESG oversight to board committees with defined ESG mandates.

Social, ethics and responsibility committee (SERC)

Oversees implementation of Exxaro's ESG framework and policies
Monitors environmental and social performance, stakeholder trust, ethics and community impact
Ensures compliance with statutory duties and best practice in health, safety and environmental management
Governs stakeholder and ethics management, human rights, labour relations and community development
Approves the group's decarbonisation strategy

Risk and business resilience (RBR) committee

Oversees ERM, including ESG and climate-related risks
Monitors environmental and climate impacts from a risk and business resilience perspective
Oversees regulatory compliance

Audit committee

Ensures combined assurance coverage of ESG data and disclosures
Oversees the integrity of non-financial reporting as well as IT and data governance

Remuneration committee

Aligns ESG performance metrics with executive incentive measures
Oversees fair and responsible pay practices, including equity and inclusion in reward outcomes

Investment committee

Considers ESG-related factors in investment decisions, including decarbonisation and climate change risks
Evaluates resource-efficiency and sustainability impacts of capital allocation

Logistics committee

Considers energy, water, waste and pollution in logistics planning

Nomination committee

Oversees board composition, diversity and succession planning

While accountability sits with the board, the responsibility for managing and monitoring risk and impact is delegated to management, with defined indicators and targets to measure and assess performance.

Executive leadership and oversight

Group executive committee

Develops and executes ESG-integrated group strategy within the risk appetite approved by the board
Defines ESG material issues and strategic responses to meet approved performance targets
Oversees ESG KPIs, risk management and stakeholder relationships
Reviews the effectiveness of internal controls, risk management and ESG reporting arrangements
Guides stakeholder engagement and ensures sustainable business performance
Drives implementation through the ESG committee

Management committees report on ESG performance, measurement and improvements.

Functional leadership and oversight

ESG committee

Develops strategies to ensure material issues are addressed and the group ESG strategy implemented
Develops issue-based strategies, execution plans, management standards, matrices and targets
Reviews decarbonisation projects, budgets and risk mitigation measures for recommendation to the SERC
Reports to the executive committee on ESG performance, progress and improvements
Supports Exxaro's commitment to ESG public policy matters by embedding ESG in all business activities
Develops and reviews the ESG framework policy for board approval

Management committees

Enterprise and supplier development (ESD) committee
Ethics committee
Group investment review committee
Insider dealing committee
Executive risk management committee

The relevant executive leadership oversees implementation, while BU managers ensure operationalisation, supported by the ESG PMO.

Operational leadership and ESG execution

ESG portfolio management office

Coordinates the implementation of ESG-aligned programmes and initiatives across BUs
Monitors delivery of ESG projects and investment portfolios against approved KPIs and budgets
Consolidates performance data for reporting to the ESG steering and executive committees
Ensures alignment of ESG-related projects with strategic priorities and ERM processes
Supports combined assurance through project governance, financial oversight and reporting discipline

To ensure the PMO's success and management of multi-stakeholder organisational change, we align the right resources and necessary skills sets, which include project management, risk management, systems and assurance, financial management and internal ESG experts.

Management's ESG roles and responsibilities

Executive and leadership	Senior management	ESG responsibilities
CEO	Group manager: internal audit	Enable the adoption of leading practices across the organisation Provide accountability for the company's ESG strategy and performance Embed ESG principles into corporate strategy, culture and decision making, ensuring alignment with long-term business objectives Champion the company's climate change and sustainability commitments Oversee effective risk management, including identification and mitigation of ESG-related risks and opportunities Foster a culture of ethical leadership, transparency and accountability across the organisation Support and enable the board in fulfilling its responsibilities for ESG matters Internal audit: provide assurance, offer valuable insights, promote operational efficiency and enhance governance
Finance director (FD)	Group managers: finance, strategic finance and treasury, taxation, legal and compliance, risk, investor relations	Ensure legislative and regulatory financial compliance Balance growth and risk through effective financial risk management and capital allocation Build and maintain long-term trust relationships with stakeholders
Executive head: coal	General managers: Grootegeluk complex, Matla, Belfast, Leeuwpan; and FD: coal	Embed sustainable mining practices into our way of working by: Reducing scope 1 and 2 emissions, improving business resilience to climate change impacts and increasing our adaptive capacity Ensuring water and energy efficiency at operations Operating mine concurrent rehabilitation Maintaining and exceeding our social licence to operate Maintaining world-class health and safety standards while striving for zero harm
Executive head: energy	Head: growth, CEO: Cennergi and chief financial officer: Cennergi	Engage in energy operations and investments to create sustainable impact and contribute to decarbonisation
Executive head: metals	Group manager: value engineering and optimisation	Engage in metals operations and investments Drive value effective business integration Optimise operations within the metals division Unlock efficiencies and enhance long-term sustainability Ensure metals operations comply with all ESG standards, policies and regulatory requirements Drive the implementation of sustainable mining and processing practices to minimise environmental impact, including water use, waste and emissions Support the company's climate change strategy Promote safe, healthy and inclusive workplaces
Executive head: strategy and business development	Group managers: strategy and development, business development manager, technical and integration manager	Execute the strategy by growing and diversifying our portfolio responsibly Coordinate strategy execution throughout the business Enable strategic resilience Minerals pre-investment committee manages metals mergers and acquisitions (M&A) Provide a central strategy compass and roadmap towards Exxaro's future
Executive head: technical services	Group managers: mineral asset management, information management, projects, technology, technology investment review; and general manager: technical support and optimisation	Increase asset productivity through state-of-the-art technology Maximise the value of our mineral assets Implement IT governance measures and ensure security of information and systems Leverage sourcing and partnerships
Executive head: sustainability	Group managers: integrated environment, social impact, security, health and safety Managers: mine closure and Ferroland, climate change and ESG	Lead environmental stewardship and oversee the process to acquire and maintain our licence to operate (current and future) Ensure reduction of climate-related risks and achieve carbon neutrality by 2050 through decarbonising operations, tracking emissions, reducing climate-related risks, strategic partnerships and collaboration, and reducing value chain emissions Promote a positive legacy through rehabilitation best practice and mine closure Implement programmes to achieve and maintain zero harm and zero fatalities, as well as improving employee and community health and wellbeing Implement the Social Impact strategy (education, SMME development and land use management for sustainable community livelihoods) Use Exxaro's land to create social impact
Executive head: people and performance	Managers: performance and culture, organisational design and remuneration, employee relations and compliance	Embed the DEI strategy Implement the remuneration policy and responsible labour practices Build and maintain stakeholder engagement Drive responsible performance practices
Executive head: commercial	Group manager: marketing and logistics; and group manager: supply chain management	Ensure supply chain and logistics operations comply with all ESG policies, standards and applicable regulations Promote responsible and ethical sourcing, including supplier due diligence, labour standards and anti-corruption practices across the supply chain Drive sustainable logistics strategies, focusing on optimising transportation and distribution networks Integrate ESG considerations into supplier selection, contracting and performance management, encouraging continuous improvement and accountability Strengthen supply chain resilience and risk management Leverage sourcing and partnerships Caring for our employees, contractors and the communities we operate in Drive effective governance and entrench business resilience
Group company secretary, governance and ethics	Company secretaries, senior specialist: governance, chief ethics officer	Provide the board and management with corporate governance guidance Ensure compliance with corporate regulatory affairs and national and international best practices Maintain status as a custodian of governance information Preserve the business's integrity and protect its reputation in providing a compliance and regulatory compass Embed and maintain a culture of ethics and integrity Drive effective governance and entrench business resilience

BU management teams

Embed ESG practices into daily operations
Monitor site-level performance and escalate emerging risks

Technical working groups

Provide subject matter expertise (eg decarbonisation, water, social performance, health and safety)

The policies supporting our ESG focus are referenced throughout this report.

All reports submitted to our board, its committees and executive committee require management to reflect on strategy and financial implications, and provide directors with a risk analysis of major risks applicable to the matter and its ESG implications. This approach highlights the importance of ESG in everything we do.

Integrated risk management

Exxaro's ERM framework provides a structured, integrated approach to identifying, assessing and managing risks that could affect value creation. We conduct risk assessments at all levels of the organisation and consider ESG‑related risks across the group as part of our ERM approach.

The ERM process, aligned with ISO 31000 and King IV, combines top-down and bottom-up assessments to ensure that emerging and site-level risks are escalated to the appropriate governance level and that strategic risks translate into operational action.

The board defines the group's risk appetite and tolerance levels and oversees risk management through the RBR committee
The group company secretary, governance and ethics enables implementation of the ERM framework across all operations, supported by the executive committee, ESG committee and PMO
Line management remains accountable for executing risk controls, embedding ESG considerations into daily decisions and maintaining compliance with internal policies and regulatory standards

By embedding ESG factors into our ERM framework, we ensure that emerging sustainability trends, such as regulatory changes, community relations and stakeholder expectations are proactively identified and integrated into strategic planning.

Our risk management process

Establish context

Understand the event, hazard and environment

Identify risks

Name and describe the risk

Analyse risks

Unpack drivers (root causes) and risk impact

Evaluate risks

Determine the inherent, residual and desired risk score

Treat risks

Implement controls to manage the risk (corrective or preventive)

Monitor and review

Frequently monitor and review risks