Exxaro Resources Limited
Environmental, social and governance report for the year ended 31 December 2025 

Executive leadership

We maintain our conviction in Exxaro’s Sustainable Growth and Impact strategy. In the year ahead, we will focus on meeting customer demand, driving safe, disciplined and efficient production, and creating value for stakeholders.

Ben Magara

FD

Key
Executive director
Executive committee

Riaan Koppeschaar (54)

FD

Appointed 1 July 2016

Caroline Shirindza (43)

Executive head: coal

Appointed 1 November 2025

Degree in Mining Engineering, MBA and a Government Certificate of Competency for fiery mines

Skills and experience

Caroline has a distinguished 20-year career in the coal mining industry and most recently served as vice president of operations at Secunda Collieries, responsible for five collieries producing over 32 million tonnes of coal annually and managing a workforce of approximately 8 000 employees. Caroline holds a mining engineering degree, an MBA and a Government Certificate of Competency for fiery mines, and is recognised as a leader in operational excellence, transformation and talent development.

Leon Groenewald (59)

Executive head: energy

Appointed 1 April 2023

CA(SA), associate member of CIMA

Skills and experience

Leon joined Exxaro (then Iscor) in 1997. During this time, he occupied the following roles: manager: finance and administration (1997 to 1999); head of finance: coal (1999 to 2011); performance manager: growth (2012 to 2014); group manager: strategic investments (2015 to 2016); general manager: corporate finance (2016 to 2019); and was seconded to Exxaro’s energy solutions business from 2019 to date. He was appointed as managing director of the energy business in 2023. His skills include leadership in various teams, strategic planning and execution, finance and deal making.

Mongezi Veti (62)

Executive head: sustainability

Appointed 1 April 2015 (retiring 31 July 2026)

HDip (Metalliferous Mining and Coal Mining) (University of Johannesburg), MBL (Unisa), Advanced Management Programme (Wharton), Mine Overseer’s Certificate, Mine Manager’s Certificate of Competency (fiery mines)

Skills and experience

Since the start of his career, Mongezi has earned extensive mining experience in the gold, platinum and coal sectors. He is a certificated professional engineer registered with the Engineering Council of South Africa. Mongezi was third in the Sustainability magazine’s top 10 chief sustainability officers in 2022.

Neo Monareng (44)

Designate executive head: sustainability

Appointed 1 November 2025

MBA (GIBS), BTech (Mining Engineering) (University of Johannesburg), National Diploma (Mining Engineering)

Skills and experience

Neo brings more than 20 years of mining and energy experience, most recently as general manager of Greenside and Khwezela Collieries at Thungela Resources where she oversaw both underground and opencast operations, with an excellent safety record. She is a member of the South African Colliery Managers’ Association.

Johan Meyer (57)

Executive head: metals

Appointed 1 April 2015

BEng (Metallurgy) (University of Pretoria), MBA (University of Stellenbosch), Advanced Management Programme (INSEAD), Certified Director (IoDSA)

Skills and experience

Johan started his career in production management at Iscor’s Pretoria steel works. He worked at KZN Sands, headed research and development at Kumba Resources as part of the leadership team of Mineral Sands (Tronox), and was BU manager of Zincor and Exxaro corporate office. His current role focuses on delivering coal growth projects of approximately R20 billion, developing integrated Resource and Reserve LoM plans and supporting implementation of the metals strategy. He is passionate about leading people and powering better lives.

Richard Lilleike (53)

Executive head: strategy and business development

Appointed 1 October 2023

BSc (Eng) (University of Cape Town), MA (Business Administration) (Wits)

Skills and experience

Richard has almost 30 years of engineering, consulting and investment banking experience. Having started his career working at Eskom’s power stations and then at EL Bateman in project management, Richard joined Marsh McLellan as an enterprise risk consultant, consulting primarily to the mining sector globally. Richard later joined Standard Chartered Bank as a mining investment banker, eventually leading the Southern Africa M&A team, originating and executing on a range of transactions across mining and metals, oil and gas, renewable energy, industrial and agricultural sector deals across Africa.

Joseph Rock (56)

Executive head: people and performance

Appointed 16 October 2023

BA (Hons), MA (University of Essex, UK), ACA (UK), Advanced Management Programme (INSEAD)

Skills and experience

Joseph is a chartered accountant with over 30 years’ experience across consulting and the public and private sectors. He has spent the past 16 years holding various roles across the human capital value chain, most recently as the group head of people experience and chief operating officer for people and culture at Absa Group Limited, spanning 10 countries across Africa. He has held various board roles, including 10 years as a non-executive director of Shoprite Holdings Limited, serving four years as chair of the remuneration committee.

Mervin Govender (54)

Executive head: technical services

Appointed 1 June 2025

BEng (Mechanical), BEng Mining (Hons) and MEng (Mining) (University of Pretoria), MBA (University of Stellenbosch), Executive Leadership Program (University of Texas, Austin, USA)

Skills and experience

Mervin is a seasoned executive with a proven track record in mining, engineering, mineral separation and smelter industries. He has strong processing, project management, maintenance and operations experience. His career started in the automotive industry in 1992 before moving into mining in 2003 as manager: capital projects and energy at Anglo American’s Namakwa Sands. He joined Exxaro in 2006 following Namakwa Sands’ incorporation into Exxaro Resources Limited. Mervin held the position of BU manager for Namakwa’s Northern operations from 2009 to 2011. He was subsequently appointed as general manager of Exxaro’s Grootegeluk complex (2011 to 2014). In 2015, Mervin joined Exxaro’s head office as group manager: value engineering, restructuring the technology function to improve business efficiency, streamline structures and costs, and optimising the company’s projects portfolio. In 2016, he was appointed general manager: project management, where he coordinated Exxaro’s multidisciplinary mega projects portfolio to ensure performance aligned with business requirements, organisational objectives and sound project management practice.

Fortune Ntlhoro (59)

Executive head: commercial

Appointed 1 November 2025

BCom (Hons) Marketing, Human Resources and Procurement, Masters in Business Leadership (Unisa Business School of Leadership), Senior Leadership Programmes (London Business School)

Skills and experience

Fortune is a seasoned commercial and supply chain leader with extensive experience spanning the mining, energy, transport, and financial sectors. With a proven track record in driving operational excellence and embedding sustainable procurement practices, Fortune brings over three decades of strategic leadership and transformation expertise. He completed an executive programme in Business Management at the Wirtschaft Akademie in Germany, as well as corporate governance and senior executive training at the London Business School. Fortune is widely recognised for his ability to build high-performing teams, foster collaborative partnerships and deliver measurable value across complex commercial environments.

Michelle Nana (57)

Group company secretary, governance and ethics

Appointed 1 May 2024

LLB, Fellow of the Chartered Governance Institute of Southern Africa

Skills and experience

Michelle has over 30 years of company secretarial experience over multiple geographies on the continent and offshore. She is a fellow of the South African Institute of Chartered Secretaries and Administrators, and law graduate.

Executive age diversity (an average age of 54.5)*
Executive tenure at Exxaro**
Executive race diversity (%)
Executive gender diversity (%)
* Exxaro policy requires all employees, including executives, to retire at the age of 63.
** The Exxaro executive team has more than 87 years of combined service since Exxaro’s inception.

Roles and responsibilities of Exxaro’s executive committees

The roles and responsibilities of Exxaro’s board are distinct from those of senior management as outlined in the group governance framework, board charter and delegation of authority policy and framework. This ensures transparency, confidence and mutual trust where the board can constructively challenge and guide senior management. The functions of management therefore remain the responsibility of the executive directors, prescribed officers and other members of senior management.

The executive committee assists the CEO in managing the business. It leads the implementation and execution of strategy, policies and operational planning, subject to statutory limitations and enabled by the board’s delegation of authority. In carrying out its duties, the executive committee considers the King IV governance principles, the company’s MoI, the committee’s terms of reference, delegations of authority policy and the group governance framework.

The board is responsible for establishing the group’s business objectives and targets and providing the strategic direction and control of the group’s business activities.

Group executive committee: focuses on group operations and business.

Management committees supporting the group executive committee

The group executive committee formed the following sub-committees to support and report to it:

1.
ESG committee: supports the company’s ongoing commitment to environmental, health and safety, corporate social responsibility, corporate governance, sustainability and other relevant public policy matters
2.
Executive risk committee: ensures execution of the risk strategy
3.
Ethics committee: established to maintain high ethical standards in the conduct of the company’s business
4.
Group procurement committee: makes decisions on the outcome of the procurement process in respect of expenditure and consideration on approved business mandate, RFQ approach, and recommended tenderer(s) for the award of contract(s)
5.
Mineral pre‑investment committee: operates as a preparatory and recommending body that supports informed, robust and well-governed pre‑investment decision making in relation to the group’s investment and divestment opportunities
6.
Group investment review committee: oversees the management review process for major investments and divestments

Group executive committee performance

The group executive committee held eight scheduled and nine special meetings in 2025:

Designation Attendance at scheduled meetings Attendance at special meetings
CEO* 6/6 6/6
FD 7/8 9/9
Executive head: strategy and business development 8/8 9/9
Executive head: coal** 1/1 2/2
Executive head: people and performance 8/8 9/9
Executive head: strategic resilience and governance*** 3/3 5/5
Executive head: sustainable impact 8/8 9/9
Executive head: sustainable impact (designate)** 1/1 2/2
Executive head: metals 7/8 8/9
Executive head: energy**** 5/5 4/4
Executive head: commercial** 1/1 2/2
Executive head: technical services 7/8 7/9
Group company secretary, governance and ethics**** 5/5 3/4
* Joined 1 April 2025.
** Appointed on 1 November 2025.
*** Retired on 30 May 2025.
**** Appointed as part of the group executive committee on 1 July 2025.

The Cennergi executive committee was dissolved in 2025 following Exxaro’s management restructure.

Group company secretary, governance and ethics

Michelle Nana was appointed group company secretary, governance and ethics, effective 1 May 2024.

The board recognises the important role the group company secretary, governance and ethics plays in establishing effective processes and systems to entrench good corporate governance in Exxaro. The group company secretary, governance and ethics’ role and responsibilities include:

  • Guiding directors collectively and individually in their duties, responsibilities and powers
  • Making directors aware of any law relevant to the company
  • Reporting any failure by the company or a director to comply with the MoI or Companies Act
  • Ensuring board procedures are followed and reviewed regularly
  • Ensuring compliance with applicable rules and regulations for conducting board affairs
  • Facilitating induction and ongoing development programmes for directors
  • Maintaining statutory records in accordance with legal requirements
  • Guiding the board on the proper discharge of its responsibilities in the company’s best interests
  • Providing professional and independent guidance on corporate governance matters to assist the board in exercising ethical and effective leadership
  • Keeping the board informed of current and new developments regarding corporate governance practice
  • Fulfilling all other functions assigned to the position by the Companies Act and any other legislation
  • Ensuring proper compilation and timely circulation of board papers
  • Obtaining appropriate responses and feedback on specific agenda items and matters arising from earlier meetings in board deliberations
  • Ensuring that the proceedings of the board, board committees and shareholder meetings are properly recorded and minutes of meetings are circulated to the directors timeously
  • Assisting the nomination committee in evaluating the performance of the board, its committees and individual directors

The board evaluated the group company secretary, governance and ethics in compliance with paragraph 5.7(f) of the JSE Listings Requirements and was satisfied with her competence, qualifications and experience. The board was comfortable that she maintained an arm’s length relationship with individual directors and that she was neither a director nor a public officer of the company or any of its subsidiaries.