As part of its remuneration governance objectives and commitment to fair and responsible remuneration, the committee reviewed the remuneration philosophy and underpinning principles in 2020. A malus and clawback policy was introduced and minimum shareholding requirements implemented for executives.

Details can be found in the Remuneration report.

In support of the company’s strategic objective to power better lives in Africa and beyond, the committee recruited and nominated for board appointment, the managing director of the energy business. This recruitment process necessitated the committee to develop and adopt international remuneration principles for the group, tailored to considerations of cost and affordability, fairness and attractiveness.

Remuneration policy and implementation report

The King IV "say on pay" recommendations were made mandatory by incorporation in the JSE Listings Requirements. Companies listed on the JSE are required to table non-binding advisory shareholder votes on remuneration at AGMs. The JSE requires listed companies to engage with dissenting shareholders, and the manner and timing of such engagements must be disclosed.

Exxaro's extensive engagements with shareholders on the remuneration advisory resulted in 25% or more votes against at the 2018 and 2019 AGMs. Following actions by the company, we are pleased to report that our shareholders, through a non-binding vote, approved the company's remuneration policy and its implementation with only 4.63% against in 2020.

Malus and clawback policy

Following an independent review of the current remuneration offering in 2019, malus and clawback provisions were introduced into the remuneration offering. This is aligned with King IV™ recommendations and preferences expressed by shareholders, and includes:

• Reduction to zero and/or cancellation of unpaid short-term incentive (STI) and special performance reward (SPR), unvested or unsettled long-term incentive plan (LTIP) and deferred bonus plan (DBP) when the board is aware of a trigger event and seeks to fulfil its fiduciary duty to shareholders by invoking its discretion to reduce, cancel and/or recoup the incentive remuneration
• In respect of incentive remuneration already vested, exercised, settled, paid or otherwise made available and a trigger event is discovered, the board may seek to fulfil its fiduciary duty to shareholders by invoking its discretion to seek recoupment of the value of the incentive remuneration amount