GOVERNANCE | Board of Directors | Next: Our executive team

Governance
Board of Directors

Our board of directors is accountable for Exxaro’s governance and performance, balancing the company’s interests as a responsible corporate citizen with the legitimate needs and expectations of stakeholders.

Jeffrey van Rooyen
(70)

Board chairperson and independent director
Director since 13 August 2008 and chairperson since June 2018
BCompt (Hons), CA(SA)
Skills and experience

Jeffrey is a director of various companies in the Uranus group, non-executive director Pick n Pay Stores. He is a former chairperson of the Financial Reporting Standards Council, a former trustee of the International Accounting Standards Foundation and member of the University of Pretoria’s faculty of economic and management sciences’ oversight board. He was a partner at Deloitte, chairperson of the Public Accountants and Auditors Board, CEO of the Financial Services Board and adviser to the former Minister of Public Enterprises during the Mandela administration. Jeffrey is a founder member and former president of the Association for the Advancement of Black Accountants of South Africa.

Mxolisi Mgojo
(60)

CEO
CEO since April 2016
BSc (computer science), BSc (Hons) (energy studies), MBA, advanced management programme (Wharton)
Skills and experience

At Eyesizwe Coal, Mxolisi was responsible for marketing and logistics. After Exxaro’s formation, he managed the base metals and industrial minerals commodity business before he was appointed head of coal operations from August 2008. Mxolisi was appointed CEO designate on 1 May 2015 and CEO on 1 April 2016. He is a director of Tronox, Talent10 Holdings and Dynamo Investment Holdings. He was elected president of the Chamber of Mines (now Minerals Council) on 24 May 2017.

Riaan Koppeschaar
(50)

Finance director (FD)
Director since July 2016
CA(SA), advanced and associate programmes in treasury management, advanced diploma in taxation, advanced management programme (INSEAD), certificate in theory of accounting
Skills and experience

Riaan started his career with Coopers and Lybrand. After completing his articles, he branched into the fields of treasury, investment management and corporate finance. He held various senior management positions at Iscor, Kumba and Exxaro until his appointment as FD of Exxaro in 2016. He is a director of several Exxaro subsidiary companies and joint ventures. He is a trustee and investment committee member of the Exxaro pension and provident funds. Riaan is also a member of the Association of Corporate Treasurers of Southern Africa.

Geraldine
Fraser-Moleketi(60)

Lead independent non-executive director
Director since 18 May 2018
DPhil honoris causa (Nelson Mandela University), MPA (University of Pretoria), leadership programme (Wharton), Digital Savvy Board Member Certificate (MIT Sloan School of Management), Fellow of the Institute of Politics (Harvard)
Skills and experience

Geraldine was appointed special envoy on gender at the African Development Bank (AfDB) from 2013 to 2016. She served as director of the UN Development Programme Democratic Governance Group from 2009 to 2019. She also served as a member of the South African Parliament for three consecutive parliaments (1994 to 2008). She was Minister of Public Service and Administration for two consecutive terms (1999 to 2008). Geraldine served as Minister of Welfare and Population Development (1996 to 1999) after her term as Deputy Minister of Welfare and Population Development. During her tenure as Minister for Public Service, she was chairperson of the Pan African Ministers of Public Service for three consecutive terms. Geraldine serves on various boards across academia: she is the chancellor of Nelson Mandela University, chairperson of the Advisory Council of the Mapungubwe Institute for Strategic Reflection, chairperson of the Committee of Experts on Public Administration (an expert body of the United Nations Economic and Social Council) and former member of the Institute for the Study of International Development at McGill University in Canada. She served on the Africa Advisory Committee of Women’s World Banking until 2018. She is also a non-executive board member of the Standard Bank group and Standard Bank South Africa. She was recently appointed chairperson of the Tiger Brands group.

Likhapha Mbatha
(66)

Non-executive director
Director since 6 March 2018
BA, LLB, LLM
Skills and experience

Likhapha currently coaches National Movement of Rural Women coordinators in development methods and systems, project preparation, finance and management. She also supervises, monitors and evaluates small and medium development projects. She understands that poverty, inadequate education, nutrition, poor health, government policies and the exploitative nature of humans are uncontrollable variables that can lead to poverty. She focuses on development as an opportunity for affected individuals to lead equal and satisfactory lives within their communities despite their circumstances.

Zwelibanzi Mntambo
(63)

Non-executive director
Director since 28 November 2006
BJuris, LLB, LLM
Skills and experience

Zwelibanzi is executive chairperson of Moabi Capital. He was a senior lecturer at the University of KwaZulu-Natal, executive director of the Institute of Mine Surveyors of Southern Africa, director-general of Gauteng and chairperson of the Commission for Conciliation, Mediation and Arbitration. He is chairperson of Main Street 333, a director of Eyesizwe Holdings and Eyesizwe Mining, and a trustee of the Palaeo-Anthropology Scientific Trust.

Mark Moffett
(61)

Independent non-executive director
Director since 23 May 2018
BComm (CTA), CA(SA)
Skills and experience

Mark has more than five years of public company board exposure and over 25 years of financial and commercial experience in the mining industry with leading global companies. He has worked in diamond, thermal coal, ferrochrome and platinum group metals mining. He understands the South African mining landscape and its strategic imperatives going forward. He has held senior financial positions (operational and corporate) in various countries with Anglo American, De Beers, Xstrata Alloys (as chief financial officer) and Xstrata (as group controller). He served as chairperson of Fraser Alexander until March 2018. Mark currently serves as an independent non-executive director and audit committee member on the board of Royal Bafokeng Platinum.

Isaac Mophatlane
(48)

Independent non-executive director
Director since 22 May 2018
Skills and experience

Isaac is a co-founder, shareholder and director of the Randvest group with core focus on leveraged acquisitions and strategic investments mainly in technology companies. He is chairperson of Bothomed, which is currently a shareholder with the Public Investment Corporation in Dis-Chem Pharmacies. He is also a member of the Black Management Forum, the Electronics Industries Federation of South Africa, the Black IT Forum and non-executive deputy chairperson of the Catholic Education Investment Company.

Ras Myburgh
(62)

Independent non-executive director
Director since 1 September 2016
BEng (electrical), BSc (Hons) (energy studies), MBL, executive programme (Darden)
Skills and experience

From 1982 to 1996, Ras held various operational and executive positions in operating, maintenance, engineering and power station management at Eskom. In 1997, he joined Iscor Mining where he led company-wide cost improvement, business re-engineering, transformation and empowerment projects. He was appointed managing director of Kumba’s coal business in 2000 and headed the transformation unit in 2003 (project management of the empowerment transaction and unbundling of the company into Exxaro and Kumba Iron Ore). He was appointed as the first CEO of Kumba Iron Ore in 2006. Following the 2008 electricity crisis, Ras was seconded to Eskom to develop and implement a long-term coal supply strategy. In 2011, he co-founded Hindsight Financial and Commercial Solutions, a boutique corporate professional advisory firm, providing business development, specialist commercial solutions, and strategy and business improvement advisory services to the resources, energy and industrial sectors. He is a member of the Institute of Directors in South Africa and serves on the international advisory board of Unashamedly Ethical.

Vuyisa Nkonyeni
(51)

Independent non-executive director
Director since 3 June 2014
BSc (Hons), postgraduate diploma in accounting, CA(SA)
Skills and experience

Vuyisa has over 20 years’ experience in investment banking and private equity. He served his training contract as a chartered accountant with PwC and joined Deutsche Bank in 1997 where he gained investment banking experience, primarily in corporate and project finance advisory work over four years. He serves on the boards of Emira Property Fund and Momentum Metropolitan Holdings. He served as financial director of Worldwide African Investment Holdings and a director of Actis in its BEE funding unit. He was appointed CEO of Kagiso Tiso Holdings in 2012 and resigned in December 2017.

Anuradha Sing
(49)

Independent non-executive director
Retired by rotation on 28 May 2020
Director since 6 March 2018 (retired by rotation on 28 May 2020)
BSc (mechanical engineering), MBA, advanced management programme (INSEAD)
Skills and experience

Anuradha is a non-executive director and member of the credit and investment, and audit and risk committees of the Development Bank of Southern Africa. She was a non-executive director of MTN South Sudan and MTN Guinea Bissau. She is currently group executive director of the MTN business intelligence competency centre.

Peet Snyders
(60)

Independent non-executive director
Director since 1 July 2016
BEng (mining), diploma in marketing management, MCom (business management), mine manager’s certificate of competency (coal and metalliferous)
Skills and experience

Peet has 40 years’ experience in the mining industry, including employment at Sasol, Anglo American, Iscor, Kumba, Anglo American Platinum, Riversdale Holdings, Continental Coal, Keaton Energy, Sable Mining Africa, Mmakau Mining and, most recently, Submex Investments. He also has over 10 years of board experience within the industry.

Nomination committee chairperson
Remuneration committee chairperson
Social and ethics committee chairperson
Audit committee chairperson
Investment committee chairperson
Sustainability, risk and compliance committee chairperson
Audit committee member
Investment committee member
Remuneration and nomination committee member
Social and ethics committee member
Sustainability, risk and compliance committee member

 

BOARD COMPOSITION

Independence

The principles of good governance, King IV and the JSE Listings Requirements recommend holistic independence assessments with a substance-over-form approach in accordance with certain criteria. Therefore, assessments are based on King IV independence requirements and section 94(4) of the Companies Act.

In line with King IV, assessments are conducted annually to confirm that members exercise objective judgement. The assessments also confirm that there is no interest, position, association or relationship, judged from the perspective of a reasonable and informed third party, likely to unduly influence or cause bias in decision making. The directors are then recognised by the board as independent.

After a formal assessment in 2020, the board concluded that the majority of directors are independent.

Board composition* (%)

Since 2017, there has been a marked increase in the independence of our board. Independent non-executive directors increased from 50% to 64% in 2020 (excluding Anuradha Sing).

Furthermore, recommended practice 29 of King IV provides that a non-executive director may continue to serve, in independent capacity, for longer than nine years if:

  • An assessment of independence is conducted every year thereafter
  • The assessment concludes that the non-executive director exercises objective judgement
  • There is no interest, position, association or relationship, when judged from the perspective of a reasonable and informed third party, likely to unduly influence or cause bias in decision making
  • A summary of the views of the governing body on the independence of the member is disclosed in the integrated report

The remuneration and nomination committee is required to annually consider and evaluate the independence of directors who served on the board for longer than nine years, and to make recommendations to the board, considering past performance and contribution made as well as criteria in King IV and the Companies Act, among others.

In 2020, the committee conducted an assessment of the board chairperson, Jeffrey van Rooyen, who has served for more than nine years as an independent non-executive director.

Diversity

In keeping with good corporate governance, the board embraces the constitutionally entrenched principles of equality, freedom and inclusion. The board is committed to being proactive and striving to ensure a diverse and inclusive culture while acknowledging that diversity is not about meeting targets but, first and foremost, about supporting the business with the collective knowledge, skills and experience required from leadership in a constantly changing marketplace.

King IV principle 7 recommends that "the governing body should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively". To support this, the board promotes diversity in its membership and Exxaro's wholly owned subsidiaries across a variety of attributes for better decision making and effective governance. The importance and promotion of broader diversity at board level is recognised by the board, focusing specifically on gender, race, culture, age, field of expertise, skills and experience.

Encouraged by King IV, the board embraced diversity in its membership attributes at governing body level for promoting better decision making and effective governance.

The remuneration and nomination committee embarked on a formal search for appropriate candidates to fill positions left vacant by three directors in 2019 and 2020. Chanda Nxumalo was appointed to the board with effect from 1 February 2021 and Mandlesilo Msimang with effect from 15 March 2021. On 18 March 2021, Dr Nombasa Tsengwa was appointed as CEO designate and a member of the board, with immediate effect. The board hopes to nominate one more additional new non-executive directors for election at the AGM.

During the period under review, our board comprised a diversity of directors, as shown below.

Gender diversity year-on-year
Racial diversity year-on-year
* Excluding Anuradha who retired by rotation on 28 May 2020.

Racial diversity

For racial diversity, the board consistently achieves its 50% target (illustrated below).
Racial diversity (%)

Gender diversity

In 2017, the board voluntarily set a gender diversity target of 30% historically disadvantaged South African female directors by 2022. Female representation on Exxaro’s board was 14% in 2017, 30% in 2018 and increased to 36% in 2019. However, it decreased to 25% in 2020 due to Anuradha’s resignation. This was addressed in 2021 with the appointments of Chanda Nxumalo as an independent non-executive director, Mandlesilo Msimang as a non-executive director and Dr Nombasa Tsengwa as an executive director and CEO designate. The board also adopted a broader diversity and inclusion policy with a new voluntary target aspiring to 40% at board and management levels of the business by 2025.

Our board gender diversity for the period under review was as follows:

Gender diversity (%)

Age diversity

The retirement age for an executive director is 63 years and 70 years for a non-executive director. A non-executive director who passed the age of 70 may be re-elected, provided the board and the remuneration and nomination committee recommend to shareholders that the person is suitable. The same re-election process will occur every year.

The board chairperson reached the age of 70 in 2020 and will retire at the upcoming AGM.

Our board age diversity for the period under review was as follows:

Age diversity (%)

Director tenure and succession

Succession planning for non-executive directors is typically iterative, and part of an ongoing planning and discussion programme conducted by the remuneration and nomination committee. Succession planning is based on a broader diversity policy, which awaits imminent board approval. The approach to diversity is holistic with a view to inclusion and supporting the group’s strategic focus areas. The remuneration and nomination committee considers planned retirement ages of existing members and addresses identified skill gaps after rigorous board effectiveness evaluation. To ensure continuity of experience and knowledge, the company has a staggered approach to re-election of directors in terms of the MoI. Directors are selected for retirement by rotation every three years and, following assessment by the remuneration and nomination committee, may be presented to shareholders for re-election at the AGM.

Details about rotation, retirement and election of directors can be found in the notice of the AGM available on our website under investors.

Our director tenure in 2020 was as follows:

Director tenure* (%)

Director competence and diversity in skills and experience

Our directors are carefully selected to ensure a balanced amalgamation of expertise and experience for effective decision making on behalf of Exxaro. In accordance with King IV directors should be knowledgeable, skilled, experienced, diverse and independent to effectively discharge their governance responsibilities.

Exxaro considers, over and above management experience, the following technical expertise when appointing directors:
  • Mining industry
  • Mining engineering
  • Energy
  • Sustainability and environment
  • Technology and innovation
The skills and experience on Exxaro’s board are illustrated in the matrix below.
Diversity of skills and experience
Board leadership

Our board continues to be led by an independent non-executive chairperson, Jeffrey van Rooyen, in compliance with paragraph 3.84 of the JSE Listings Requirements and the recommended practices of King IV.

Geraldine Fraser-Moleketi continues to serve the board as lead independent non-executive director.

The role of the chairperson is separate and distinct from that of our CEO. The separation of powers and responsibilities, as set out in the board charter, ensures that no single person has unfettered decision-making powers and that there is an appropriate balance of power at board level.

The chairperson, CEO and lead independent non-executive director’s roles and responsibilities are outlined below.

Roles and responsibilities of the chairperson, CEO and lead independent non-executive director

Functions   Responsibilities
Chairperson  
  • An independent non-executive director responsible for setting the tone for an ethical culture at board level, and ensuring adherence to the rules of conduct and etiquette set out in the board charter
  • Represents the board to shareholders and other stakeholders relating to performance
  • Ensures the integrity and effectiveness of the governance processes of the board
  • Manages conflicts of interest at board meetings accordance to applicable legal requirements and best practice
  • Maintains a collegial yet arm’s length relationship with board members and management
  • Ensures board decisions are executed
  • In collaboration with the group company secretary, ensures the contents and order of the agenda are correct
  • Maintains regular dialogue with the CEO on operational matters and promptly consults with the board on any matter that presents cause for major concern
  • Acts as facilitator at board meetings to ensure no executive or non-executive director dominates discussions, appropriate discussions take place, relevant opinion among directors is forthcoming and discussions result in logical and understandable outcomes
  • Plays a crucial role in ensuring the board has effective leadership and its composition is appropriate and adequate to enable it to effectively fulfil its functions
  • Provides necessary direction for an ethical and effective board, and form the link between the board, the CEO and management
CEO  
  • Formulates and develops the company’s short, medium and long-term strategic vision to realise its core purpose and values, considering relevant risks and opportunities that will generate satisfactory levels of value creation, as defined by King IV
  • Leads the implementation and execution of approved strategy, policy and operational planning as the chief link between> management and the board while monitoring and managing the company’s day-to-day operational requirements and administration
  • Develops and recommends business plans, policies and objectives for board consideration, accounting for business, economic and political trends that may affect the company’s operations of the company
  • Manages and ensures the submission of timeous and accurate reports, financial statements and consolidated budgets for board consideration
  • Oversees the company’s financial management, including financial planning, cash flow and management reporting
  • Is involved in group affairs as executive committee chairperson
  • Does not cause or permit practices, activities or decisions by or in the group that are contrary to commonly accepted good business practice, good corporate governance or professional ethics
  • Ensures key management functions are headed by individuals with the necessary competence and authority, and that they are adequately resourced and performance managed
  • Sets the tone at management level in providing ethical leadership and creating an ethical environment and culture and maintaining a positive ethical work climate conducive to attracting, retaining and motivating a diverse group of employees
  • Ensures implementation and execution of the company’s codes of conduct and ethics policies
Lead independent
non-executive director
 
  • Leads in the absence of the chair
  • Serves as a sounding board for the chair
  • Acts as intermediary between the chairperson and other directors, if necessary
  • Deals with shareholders’ concerns where contact through normal channels has failed to resolve concerns or where such contact is inappropriate
  • Strengthens independence on the board if the chair is not an independent non-executive director
  • Chairs discussions and decision making by the board on matters where the chairperson has a conflict of interest
  • Ensures the chairperson adheres to the rules of conduct and etiquette set out in the board charter
  • Leads the chairperson’s performance appraisal when an independent service provider is not used to facilitate the process

PERFORMANCE OF OUR BOARD

Board meeting attendance

The board held four quarterly meetings, two governance sessions and seven special board meetings during the year. Attendance is calculated against the number of meetings the director was required to attend.

Members Designation Attendance
Jeffrey van Rooyen Independent non-executive director and board chairperson 100%
Geraldine Fraser-Moleketi Lead independent non-executive director 100%
Riaan Koppeschaar Executive director: FD 100%
Likhapha Mbatha Non-executive director 85%
Mxolisi Mgojo Executive director: CEO 100%
Zwelibanzi Mntambo Non-executive director 92%
Mark Moffett Independent non-executive director 92%
Isaac Mophatlane Independent non-executive director 100%
Ras Myburgh Independent non-executive director 100%
Vuyisa Nkonyeni Independent non-executive director 100%
Anuradha Sing* Independent non-executive director (during her tenure) 100%
Peet Snyders Independent non-executive director 100%
* Anuradha retired by rotation on 28 May 2020.
Key board activities in 2020
  • Amendment of the corporate governance framework: The board-approved amendments to the governance framework to be more adaptive and agile, enable committed decision making as well as a more decentralised decision-making process through an effective and relevant corporate governance framework. Guidance was taken from King IV in these amendments and is reflected on adequate and effective control.
  • Climate change: As the physical and transitional impacts of climate change pose a serious threat to our business and society, it requires immediate action to reduce the local and global physical effects. The board is aware of the role fossil fuel-generated power plays in releasing GHGs and contributing to climate change. A climate change response strategy was presented to the board, highlighting the need to respond to growing global and local pressure to move towards a low-carbon economy. The board requested a strategy for its approval to develop a climate change policy and to incorporate recommendations from the TCFD, highlighting climate change transitional and physical risks confronting the organisation and the related financial impacts of these risks. A strategic decision was made to begin the transition to a low-carbon future. On 12 March 2020, Exxaro published its climate change position statement, which contains our aspirational target to be carbon-neutral by 2050
  • GHG and water consumption reduction: From an environmental point of view, there has been significant focus on reducing GHGs and water consumption. At the 2019 Sustainability Summit, Exxaro reaffirmed its commitment to reducing its GHG emissions by 30%, its water consumption by 30% and a 20% energy intensity reduction by 2026. Reduction in water use and carbon emissions is 5% year-on-year. The TCFD framework was adopted to engage with shareholders and other stakeholders about climate issues
  • Cennergi acquisition: The board considered and approved the acquisition of Khopoli Investments' 50% shareholding in renewable energy company, Cennergi. After concluding the agreement, Exxaro held 100% of Cennergi in 2020
  • Phase 2 of implementation of the replacement BEE transaction: As part of the replacement BEE transaction of 2017, Exxaro committed to introducing appropriate schemes to benefit employees and communities. Exxaro is guided by the Mining Charter III when implementing these schemes
Evaluation

An independent third party conducted a high-level evaluation of the board, committees and individual directors, including the chairperson and committee chairpersons,
the FD and the group company secretary. Board members participated in an independent evaluation process and received comprehensive feedback on the performance and effectiveness of the board and its committees.

The purpose of the board evaluation was to ascertain:

  • If the board addressed and improved items identified as part of the 2019 board evaluation process
  • How effectively the board dealt with the COVID-19 crisis
  • Whether the board made progress in key focus areas highlighted in the 2019 board evaluation

The evaluation showed that, in the board's opinion, its overall performance is satisfactory although definite areas warrant consideration and attention to further strengthen its performance and effectiveness. Specific observations and recommendations, based on ratings and comments, were made to the board and will form the basis of an action plan for 2021.

CONCLUSION

The board is satisfied that it complied with the provisions of the Companies Act and relevant laws of establishment relating to its incorporation, and that the company is operating in conformity with its MoI and other relevant constitutional documents. The board is also satisfied that it fulfilled its responsibilities in accordance with its charter during the reporting period.