Exxaro Resources Limited
Integrated report for the year ended 31 December 2025

Upholding good governance

Summarised governance report

Effective governance underpins Exxaro's ability to create long-term value, ensuring ethical leadership, regulatory compliance and sustainable business practices in a complex operating environment.

Exxaro's board serves as the custodian of good corporate governance, holding ultimate accountability for the group's performance and affairs. It represents and advances the group's legitimate interests while ensuring responsible corporate citizenship.

The board's governance approach is guided by principles that align with King IV governance outcomes, reinforcing Exxaro's purpose to power better lives in Africa and beyond through ethical and effective leadership. Accordingly, our corporate governance reporting is structured under the four desired King IV governance outcomes of:

  • Ethical culture
  • Performance and value creation
  • Adequate and effective control
  • Trust, good reputation and legitimacy

King IV advocates for good governance, transparency in leadership and sustainability-driven decision making. Sustainable development is both an ethical duty and an economic necessity, balancing current growth with the needs of future generations. As an integral part of society, Exxaro upholds its corporate citizenship responsibilities by embedding sustainability in our operations and stakeholder engagement. This commitment is reflected in Exxaro's Sustainable Growth and Impact strategy, which ensures long-term value creation while addressing ESG imperatives.

We report on our governance activities across the following areas:

Governance and leadership
Key focus areas and outcomes of material focus areas How we deliver the outcomes of good governance Demonstrating the balance of knowledge, skills, experience, diversity and independence that supports Exxaro's board in delivering on its governance role and responsibilities objectively and effectively
Board sub-committees
How our committees support our ability to create value
Remuneration report

Material themes in focus

Adapting to a changing context

Adapting to a changing context

Building sustainable communities

Building sustainable communities

Driving business resilience

Driving business resilience

Enabling a thriving workforce

Enabling a thriving workforce

Executing our strategy

Executing our strategy

Principled governance

Principled governance

Responsible environmental stewardship

Responsible environmental stewardship