Exxaro Resources Limited
Integrated report for the year ended 31 December 2025
The board provides effective ethical leadership and strategic direction while balancing the company’s interests as a responsible corporate citizen with stakeholders’ legitimate needs and expectations, within a framework of principled governance. We are proud to present the following board members:
Chairperson
Member
Board chairman and independent non‑executive director
Director since 19 April 2021 and board chairman since 27 May 2021
Senior Executive Programme (jointly offered by Harvard Business School and Wits Business School), Advanced Taxation Certificate (Unisa), CA(SA), BCompt (Hons), BCompt (Unisa)
Other JSE-listed boards: Investec Bank Limited, Telkom SA Limited
CEO, former independent non‑executive director and investment committee chairperson
Director since 7 February 2022, and CEO from 1 April 2025
BSc (Hons) (Mining engineering), Advanced Management Programme (GIBS), Accelerated Development Programme (London Business School)
Other JSE-listed boards: WEIR Group plc
FD
Executive director since July 2016
CA(SA), Advanced and Associate Programmes in Treasury Management (Unisa), Advanced Diploma in Taxation (Unisa), Advanced Management Programme (INSEAD), BCom (Hons) (University of Pretoria), Certificate in Theory of Accounting (University of Pretoria)
Other JSE-listed boards: None
Lead independent non‑executive director
Director since 18 May 2018
MPA (cum laude) (University of Pretoria), Leadership Programme (Wharton), Digital Savvy Board Member Certificate (MIT Sloan School of Management), Fellow of the Institute of Politics (Harvard). Awards: DPhil honoris causa (North-West University), DPhil honoris causa (Nelson Mandela University)
Other JSE-listed boards: Standard Bank Group Limited, The Standard Bank of South Africa Limited, Tiger Brands Limited
Independent non‑executive director
Director since 7 February 2022
MA (International political economy) (University of Leeds), International Programme for the Management of Sustainability (Netherlands), Environmental Impact Assessment and Management (University of Aberdeen)
Other JSE-listed boards: None
Independent non‑executive director and chairperson of the investment committee from 1 April 2025
Director since 7 February 2022
BSc (Electrical engineering), Government Certificate of Competency for Engineers, Factories (Electrical), Government Certificate of Competency for Engineers, Mines and Works (Electrical), Global Leadership and Public Policy for the 21st Century (Harvard Kennedy School), Advanced Management Programme (Kellogg School of Management), Accelerated Development Programme (London Business School), Programme for Management Development (GIBS)
Other JSE-listed boards: AECI Limited
Independent non‑executive director
Director since 3 January 2023
CA(SA) SAICA, PGDip (Accounting) (University of KwaZulu-Natal), BAcc (University of Durban Westville), Certificate in Sustainability Leadership and Corporate Governance (London Business School)
Other JSE-listed boards: Alexander Forbes Group Holdings, Daimler Truck Southern Africa, Metair Investments
Independent non‑executive director
Director since 7 February 2022
PhD (Entrepreneurship/entrepreneurial studies) (Wits Business School), MBL (Business management) (Unisa), BEd (University of KwaZulu-Natal), BA (University of KwaZulu-Natal)
Other JSE-listed boards: Adcorp Group SA, Adcorp Holdings, Altron
Independent non‑executive director
Appointed 3 January 2024
BSc (Medical sciences) (Wits), BCompt (Hons) (Unisa), CA(SA) SAICA
Other JSE-listed boards: Alexander Forbes Group Holdings Limited, MTN Group Limited
Independent non‑executive director
Director since 1 February 2021
MEng (Economics and management) (University of Oxford)
Other JSE-listed boards: None
Independent non‑executive director
Director since 1 July 2016
BEng (Mining) (University of Pretoria), PGDip (Marketing management) (Unisa), MCom (Business management) (University of Johannesburg), Mine Manager’s Certificate of Competency (Coal and metalliferous) (Government Competency Exams)
Other JSE-listed boards: None
Non‑executive director
Director since 22 June 2021
BCom (Wits), PGDip (Accounting) (University of KwaZulu-Natal), CA(SA), South African Institute of Chartered Accountants member, Senior Executive Programme (London Business School)
Other JSE-listed boards: Industrial Development Corporation
In accordance with the company’s MoI, one-third of the non‑executive directors are subject to retirement by rotation and re-election by shareholders annually. Eligible directors may offer themselves for re-election.
At the AGM, Ms Nondumiso Ketwa, Ms Chanda Nxumalo, Ms Karin Ireton and Mr Peet Snyders, are obliged to retire by rotation, age or tenure, whichever applies. Ms Karin Ireton is obliged to retire due to reaching the age of 70 years in accordance with Exxaro’s MoI. Ms Nondumiso Ketwa, Ms Chanda Nxumalo, and Mr Peet Snyders indicated that they are available for re-election. The nomination committee has reviewed the composition, gender, and racial balance of the board and evaluated the independence, performance, and contribution of the directors listed above. In particular, the board considered the independence and ongoing contribution of Mr Peet Snyders, noting that his tenure will exceed nine years from 2026 and that, in accordance with King V, he may not be regarded as independent without a rigorous independence assessment being performed. This assessment, undertaken by the Institute of Directors South Africa (IoDSA), has confirmed the independence of Mr Peet Snyders.
The board will propose the following directors for re-election to shareholders at the upcoming AGM:
| Re-election | Appointed | |
| CJ Nxumalo | Independent non‑executive director | 1 February 2021 |
| N Ketwa | Independent non‑executive director | 3 January 2023 |
| P Snyders | Independent non‑executive director | 1 July 2016 |
* Black refers to African, coloured and Indian.
Refer to the nomination committee report (ESG report) for details on how the board applied the diversity policy in the nomination and appointment of directors.