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Governance

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Embedding Ethics.
Enabling Impact.

An integrated approach to governance is essential for ensuring that strategic, operational, financial, environmental, social and ethical considerations are aligned across the Group. This holistic view enables more effective decision-making, strengthens risk and opportunity management, enhances accountability and supports long-term value creation for all stakeholders. It also ensures that sustainability and good governance are embedded into every aspect of the business.

Our approach to Governanace

Where Strategy Meets Responsibility

Role in corporate culture

Governance is the bedrock of our corporate culture, championing ethics, integrity, transparency, honesty, trust and openness. This serves to emphasise the significance of ethical conduct and responsible decision-making at all levels of the organisation. The AECI Leadership Compact and Culture Code provides the framework for behavioural characteristics. As the highest governing body, our Board provides ethical leadership that drives an organisational culture anchored in trust, accountability and integrity.

The Board is responsible for the supervision of all governance policies, processes, controls and systems, thereby guaranteeing that they are in accordance with the highest ethical and integrity standards.

While maintaining integrity and overall responsibility for the Group’s success, the Board is responsible for enabling the achievement of AECI’s strategic ambitions. This ensures that the Company’s long-term vision and strategic ambitions are in alignment with its governance initiatives.

The value creation process is supported by governance structures, policies, internal processes, risk, opportunities, sustainability, supervision and remuneration practices that are intended to ensure effective, ethical leadership and management within the Group.

Performance metrics and procedures that are consistent with strategic ambitions are implemented to ensure that all employees are held accountable.

Overseeing our reporting and disclosure to enable stakeholders to make informed assessments of our performance and impact; ensuring that our approach to stakeholder engagement supports transparent and ongoing consultation and collaboration, as well as informed decision-making.

The Board is committed to creating long-term value through a sustainability approach that promotes transparency, accountability and responsible corporate citizenship. Aligned with international reporting frameworks, our efforts focus on accurate ESG performance reporting, proactive environmental stewardship, strong oversight of health and safety and delivering meaningful social impact for stakeholders.

Value creation is a central pillar of effective governance, ensuring that the Group’s strategies, decisions and operations deliver sustainable benefits for all stakeholders. Through robust governance frameworks, the Board guides the business to balance short-term performance with long-term growth, while considering the economic, social and environmental impact of its activities. This approach underpins the Group’s ability to build trust, maintain resilience and generate enduring stakeholder value.

Our governance structure

A well-defined governance structure enables effective oversight, decision-making and accountability across AECI. It establishes clear roles, responsibilities and reporting lines between the Board, its committees, executive management and operational leadership. This structure ensures that AECI adheres to the principles of sound corporate governance, including ethical leadership, transparency and stakeholder inclusivity. It also supports the consistent application of policies, alignment with strategic ambitions, effective risk management and compliance with legal and regulatory requirements – ultimately contributing to sustainable value creation.

The Board profile

The Board of AECI is committed to maintaining a high standard of independence, diversity and ethical leadership in line with King IVTM principles and the Group’s governance philosophy. A majority of the directors are independent non-executives, ensuring objective oversight and accountability. The Board reflects a strong commitment to race and gender diversity, with meaningful representation by women and historically disadvantaged individuals. In addition, the Board benefits from a balanced mix of tenures, combining institutional knowledge with fresh perspectives, which supports robust deliberation.

The Nominations, Governance and Directors’ Affairs Committee (NGDAC)’s roles and responsibilities, set out in its Terms of Reference, include ensuring that the Board and its sub-committees have the appropriate composition to execute their duties effectively and recommending targets for gender and race representation on the Board. Our Board is satisfied with its level of independence and that its composition reflects an appropriate mix of knowledge, skills, experience and diversity. In accordance with JSE Limited Listings Requirements, AECI has a Board Nomination, Composition and Diversity Policy that provides for, inter alia, the Board’s racial and gender diversity voluntary targets.

Approach to governance

An integrated approach to governance is essential for ensuring that strategic, operational, financial, environmental, social and ethical considerations are aligned across the Group.

Independence

As per King IV’sTM recommendations, the Board conducts a thorough annual internal assessment of the directors’ independence, with a particular emphasis on directors who have been on the Board for nine years or more. For the 2024 financial year, the Board was satisfied that all of its NEDs satisfied the criteria.

2024

2023

The appointment of two new independent non-executive directors post-year-end affected the gender and racial composition of the Board as set in the Diversity tab.

The Board requires all directors to act independently in the best interests of the Group and its stakeholders. The NGDA Committee annually assesses the independence of non-executive directors and are satisfied that all non-executive directors comply with the prescribed governance standards pertaining to independence, and continue to provide unbiased and valuable contributions, based on King IVTM principles.

Diversity

The voluntary gender target for non-executive directors in our Board Nomination, Composition and Diversity Policy is 40% women. In September 2024, the addition of a new independent non-executive director, Nombulelo Moholi, exceeded this target. The company endeavours to, at a minimum, achieve 50% black people representation on the Board as defined by the B-BBEE codes. To date, AECI has achieved 55% black people representation. Five Board members are foreign-based.

Gender Diversity of non-executive directors as at 31 December 2024

2024

2023

Gender diversity of non-executive directors post year-end

Racial diversity of non-executive directors post year-end

Racial Diversity of non-executive directors as at 31 December 2024

2024

2023

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