Non-Executive at Exxaro Resources

Minimum Requirements    

•  A minimum education level of Grade 12 or NQF Level 4.
•  A financial background or formal education, appropriate experience and/or skills commensurate with those required to realise the Company objectives (B Comm, CA, MBA) and is a registered member of the Independent Regulatory Board for Auditors
• appropriate experience in community development initiatives i.e., raising and managing funds and developing and implementing community development projects
• legal skills (LLB or equivalent) and is a member of the Legal Practice Council or the bar council.

The ideal candidate cannot:

• Be an office bearer of a political party or a political movement
• Be a member of a municipal council, provincial legislature or national parliament; and/or
• Be a Traditional Leader or an appointed member of a Traditional Council.
• Be an employee of Exxaro or its subsidiaries
• Be a shareholder, member, employee, supplier, officer or director at Exxaro or its subsidiaries

Shortlisting criteria

Candidates will be shortlisted for interviews based on the following criteria:

• Previous experience as a director (minimum of 4 years)
• At least 6 years of contributing, developing, and implementing community development initiatives/programmes
• Financial or Accounting skills (B Com/CA/MBA) and membership in the Independent Regulatory Board for Auditors; and/or Legal skills (LLB/B Luris/B Proc, as applicable) and membership in the Legal Practice Council or the Bar Council.
• High level strategic thinking and planning. 
• Demonstrated ability to oversee and collaborate with staff.
• Demonstrated ability to form and maintain relationships with stakeholders
• Experience in managing large funds (i.e., sums greater than R10 million)

Renumeration

Directors will receive a remuneration   per meeting attended. Given that directors will also serve on the subcommittees of the Board, it is anticipated that directors will attend 4 – 6 meetings per year.

Duties & Responsibilities    

• The legal duties and responsibilities of directors are derived from two sources, namely the Companies Act (Statutory) and the Common Law as found in the decisions of the courts. They can be summarised as follows:
• To act within the powers granted to them in the Memorandum of Incorporation;
• To act in good faith and in the best interest of the company;
• To exercise their powers for a proper purpose;
• The duty to exercise an independent judgement in all decision-making;
• To avoid, or declare, any conflict of interest;
• Not to accept benefits from third parties or use their position to benefit themselves;
• To disclose to the company their financial interests in proposed or existing transactions or arrangements with the company or other entities;
• To apply reasonable care, skill and diligence in exercising their duties.
• In line with the Memorandum of Incorporation of the NPC, section 4.12 states the following:

Duties of the Board

• The general duties and responsibilities of the Board shall be those prescribed in the Companies Act and this MOI which shall include, but not be limited to, the following:
• in relation to the general administration of the Company:
• at all times observe and comply with and ensure that the Company complies with the obligations set out in this MOI, in relation to the maintenance of the Company’s status as a Public Benefit Organisation;
• administer the Company in order to achieve and maintain the Objects;
• comply with governance framework and/or policies approved by the Board from time to time in administering the Company, which may require prior written approval from Exxaro;
• ensure that no single person directly or indirectly controls the decision-making powers relating to the Company;
• ensure that no portion of the Company’s income or assets shall be utilised in furtherance of any illegal or immoral activities, or any activities that would impact negatively on the health and/or safety of the employees of the Company;
• ensure that the Company resources are not utilised directly or indirectly to support, advance or oppose any political party;
• procure the preparation by the auditors of the annual financial statements and the submission thereof to Exxaro as provided for in this MOI;
• procure and retain an audit certificate confirming that all donations received or accrued during the year for which section 18A receipts were issued were used solely in carrying on the Public Benefit Activities in Part II;
• procure the timeous preparation of, and review and finalization of the Annual Budget for the Company;
• submit the Company’s income tax returns timeously;
• maintain proper accounting and other records of all transactions concluded by them in their capacities as such; and
• maintain proper minutes of all meetings of the Board and all decisions from time to time taken by the Board