Thungela Resources Limited (TGA) Earnings Call Transcript & Summary

Thank you so much. Good afternoon, everyone. Welcome to the Thungela Annual General Meeting. Before we start with the official proceedings, I would like to ask Charl Landman, who's the Security Manager just to talk to us about the safety briefing around this area. My name is Mpumi Sithole and Charl, over to you.

Good afternoon, everyone. My name is Charl, I'm the Head of Security for Radisson Blu Gautrain, and welcome to our venue. I really hope you enjoy the afternoon with us. I'm just going to be quick with a briefing. Just to inform you, in the case of an emergency, what you need to do, where you need to go. First of all, the restrooms are just outside the stalls when you walk into the lobby area where you met. The gents and ladies are on that side. There's also a smoking area or designated smoking area at the pool, lobby and deck area on the outside of the bar area. In the case of an emergency, it's very important to remain calm. You don't have to stress, you don't have to panic. There will be enough sufficient staff that will direct you. These 2 doors that you came in, you will just walk out of them. You will immediately turn left. There's an emergency door that will lead you to a staircase, you will walk down. And that staircase will lead you to the designated area or the assembly point where you will meet, which is on the outside of -- excuse me, on the outside of the parking area where you came in. It's also important to know that you shouldn't use any lifts in the case of an emergency. Also when you walk, please be careful of any obstructions on the floor like cables lying around or anything, so you don't stumble and fall. And then in the case of load-shedding might happen and you might be in a lift and then lift stops and you're stuck for that few minutes, don't stress. We have people on call, they're very quick to come out. Normally, the lifts reset by themselves after a minute or 2, and you'll be out. If not, they'll be on call, they'll free you immediately after a couple of minutes, and you'll be free to go. Any questions from anyone? All right. Enjoy your afternoon and be safe. Thank you.

Good afternoon, ladies and gentlemen. It gives me great pleasure to welcome you to the second Annual General Meeting of Thungela Shareholders. This meeting is hosted by -- both in person and virtually. I'm Francois Klem, the Company Secretary, and I would like to take a few moments to introduce our directors and executives in attendance this afternoon. I'm joined by the Board Chairman and Chairman of the Risk and Sustainability Committee, Sango Ntsaluba; The Independent Non-Executive Director and Chairperson of the Audit Committee, Kholeka Mzondeki; The Independent Non-Executive Director and Chairman of the Remuneration and Nomination Committee, Ben Kodisang; Independent Non-Executive Director and chairman of the Social and Ethics Committee, Thero Setiloane; Independent Nonexecutive Director, Seamus French; the Chief Executive Officer and Executive Director, July Ndlovu; the Chief Financial Officer and Executive Director, Deon Smith; and Executive Committee members, Lesego Mataboge, Mpumi Sithole, Leslie Martin, Carina Venter, Johan van Schalkwyk and Bernard Dalton. Also joining us this morning are representatives from our auditors, PWC, as well as our JSE sponsor RMB, our corporate broker in the U.K., Liberum, Bowmans, our advisers on remuneration and reward and Computershare, our transfer secretaries. Before we begin with the order of the meeting, I would like to take a moment to talk you through how to navigate the online platform. Once you have been successfully authenticated, you will access the home screen, where you will see icons to access the webcast to vote and ask questions via the chat function and verbally. The icon highlighted in blue indicate the active page. As soon as the Chairman has declared the voting open, resolutions and voting options will appear, and you can select your voting decision. You can vote for all resolutions at once or individually for each resolution. Your vote will be cast when the green tick appears. You can also change your vote by selecting, change your vote. Voting will be followed by a question-and-answer session. All eligible shareholders or their proxies attending the meeting are eligible to ask questions. For shareholders attending in person, please raise your hand and a member of our team will provide a microphone for you. For shareholders and proxies attending remotely, you can select the Q&A icon and type your question into the box at the bottom of the screen and then click Send. You can also make use of the telephone number and access code provided to dial into the meeting and ask your questions verbally. [Operator Instructions] I'm now going to hand you over to Sango, the Board Chairman.

Thank you, Francois. Good afternoon, everyone. There are sufficient members present or by representation who between them hold more than 25% of the issued shares. And the requirement for a quorum is accordingly met. I therefore declare that this meeting is properly constituted. The notice convening the AGM has been given in terms of the company's memorandum of incorporation and the companies act and has been with you for the prescribed period. I now propose that the notice of the Annual General Meeting be taken as read. Are there any objections? I'm pleased to share that Thungela has achieved remarkable results during the second year of its operations. In the face of a challenging operating environment, most notably, the decline in Transnet Freight Rail performance, our team has set clear goals and remain focused on creating value. Our efforts have paid off, and we are pleased to have made significant progress towards successful execution of our strategy. Safety is our first value. And it continues to be a key focus for the Board, management and every employee across our operations. In 2022, the business operated fatal-free and indeed, many operations went scratch-free for periods exceeding 100 days. Sadly, in February this year, we lost a friend and colleague, Breeze Mahlangu, an operator at Zibulo following complications after an accident in December 2022. His death reminds us that we cannot become complacent in our drive to operate as a fatal-free business. Moving to ESG at Thungela. We believe that our success -- sorry, we believe that our success needs to relate to our social progress. As such, we're determined to spike on the S in the ESG. Over the past year, we have made significant contributions to our Sisonke Employee Empowerment Scheme, and Nkulo Community Partnership Trust amounting to ZAR 896 million or ZAR 448 million to each trust. Since listing, our total contributions to the trust have reached ZAR 1.2 billion. This shows how we continue to make an important and lasting impact on the lives of those who are most critical to enabling value creation, our employees and host communities. In line with our geographical diversification strategy, the acquisition of Ensham Coal Mine in February represents the first step in implementing our strategy and extends the life of our business. We are confident that we will continue to create long-term value for our stakeholders, and contribute to a more resilient future for all. Let me end with our Climate response strategy. I am pleased to report that Thungela has published its maiden climate change report. As an organization, we recognize the importance of addressing climate change and have committed to a pathway to net zero by 2050. After completing a full review of our emission reduction opportunities, we have set clear intermediate emission reduction targets, and we'll be reducing our Scope 1 and 2 emissions by 30% by 2030. That concludes my overview. Today's meeting has a simple 3-part agenda. Firstly, we will present Thungela's audited financial statements. That will be followed by the tabling of the Social and Ethics Committee report and finally, the adoption of the ordinary and special resolutions as set out in the notice of the AGM. As indicated, first on our agenda, we confirm that Thungela has audited annual financial statements for the year ended 31 December 2022, together with the reports by the Directors, the external auditors and the audit committee were approved by the Board of Directors on 24 March 2023 and are available on the Thungela website. Next on the agenda, we advise our shareholders that the Thungela Social and Ethics Committee report has been published and forms part of the integrated annual report, which is also available on the Thungela website under the Investors tab. This report deals with environmental, social and governance topics as well as matters included in the committee's mandate. Now moving on to the final item on our agenda. Voting for this meeting shall proceed by way of a poll, which will be conducted electronically through the online facility provided by Computershare. For the purposes of the poll, I nominate representatives of Computershare, who are present at this meeting. to act as scrutineers. All the resolutions to be proposed at today's Annual General Meeting have been seconded by Francois Klem, the company secretary. I will now open the voting on the electronic online facility, and voting can be performed on all the resolutions at any time during the meeting until I close the voting on the resolutions. We have received questions in advance of today's AGM. But you can also submit your question in the chat function in writing while the poll is open. Shareholders attending virtually would also have received the telephone number and access code which will allow you to ask questions verbally. Questions pursuant to the motions will be discussed after I have tabled the last resolution on the agenda. We will now proceed with the tabling of the resolution for approval by the shareholders. Let's begin with ordinary resolutions. Ordinary resolution one, reappointment of the independent external auditor. I propose ordinary resolution 1, which is taken as read. Please complete your voting in respect of ordinary resolution 1. [Voting]

Ordinary resolution 2, the reelection of retiring directors. I propose that Ms. Yoza Jekwa be reelected as a nonexecutive director. Please complete your voting in respect of ordinary resolution 2.1. [Voting]

I propose that Mr. Thero Setiloane be reelected as a nonexecutive director. Please complete your voting in respect of ordinary resolution 2.2. [Voting]

Ordinary resolution 3, election of the Audit Committee members. The following individuals are recommended for election to the Audit Committee as required by the Companies Act and JSE listing requirements. I propose that Ms. Kholeka Mzondeki be reelected as a member of the Audit Committee. Please complete your voting in respect of Ordinary Resolution 3.1. [Voting]

I propose that Mr. Thero Setiloane be reelected as a member of the Audit Committee. Please complete your voting in respect of ordinary resolution 3.2. [Voting]

I propose that Mr. Ben Kodisang be reelected as a member of the Audit Committee. Please complete your voting in respect of ordinary resolution 3.3. [Voting]

Ordinary resolution #4, the nonbinding advisory vote. I propose ordinary resolution 4.1, the approval of the remuneration policy, which is taken as read. Please complete your voting in respect of ordinary resolution 4.1. [Voting]

I propose ordinary resolution 4.2, the approval for the implementation of the remuneration policy, which is taken as read. Please complete your voting in respect of ordinary resolution 4.2. [Voting]

Ordinary resolution #5, general authority for Directors to allot and issue ordinary shares. After publication of the notice of the AGM on 26th April 2023, some of the company's shareholders have expressed concerns regarding proposed general authority for directors to allot and issue ordinary shares. Considering this concern, the Board has decided to withdraw ordinary resolution 5 from the agenda of the AGM. The Board will consider further engagement with the shareholders on this matter in the future. The final ordinary resolution, ordinary resolution 6. I propose ordinary resolution 6, the authorization to sign documents to give effect to resolutions, which is taken as read. Please complete your voting in respect of ordinary resolution 6. [Voting]

Let us move on to special resolutions. I propose special resolution 1, the general authority to acquire the company's own ordinary shares as set out in the notice of the AGM, which is taken as read. Please complete your voting in respect of special resolution 1. [Voting]

I propose special resolution 2, the remuneration payable to Nonexecutive Directors as set out in the notice of the AGM, which is taken as read. Please complete your voting in respect of special resolution 2. [Voting]

I propose special resolution 3, the approval for the granting of financial assistance in terms of Section 44 and 45 of the Companies Act of South Africa as set out in the notice of the AGM, which is taken as read. Please complete your voting in respect of special resolution 3. [Voting]

We now move to the question-and-answer session. Before we start, I would like to respond to questions received in advance of the AGM, and then we can proceed to today's questions in the room and questions submitted in the chat function online. I will now hand over to Francois to lead the Q&A session. Thank you. Over to you, Francois.

Thank you, Sango. In terms of our Q&A, we have not received questions in advance of the AGM. Therefore, we will start by taking questions on the line. For people on the line kindly identify yourself first before you ask your question. We will then move on to questions submitted on the chat function. And finally, we will conclude with questions from those in the room today. Let's start with questions on the telephone line. Is the operator -- are there any questions?

I can confirm, we have no questions from the telephone line.

We will then now move to questions submitted in the chat, and I have to admit that I also have no questions on the chat line. We haven't received any. So we will now move to the questions in the room. So please, can I ask those present to ask a question to raise their hand, and we will send the roving microphone to you.

Good morning. My name is Tracey Davies. I'm the Executive Director of shareholder activist Organization, Just Share. I hope, Just Share won't be the only people asking questions this morning or this afternoon, Mr. Chair. Certainly wasn't expecting to go first. I think my colleagues and I -- we do have a few questions for you. Thank you for the opportunity to ask them here today. I think perhaps I will start with a question around Thungela's risk assessment, as explained in its reports. We've noted that this year, climate change doesn't make it into the company's top 10 risks as assessed, and we are quite perplexed as to how a pure-play coal mining company in 2023 could not really see the seriousness of the significant transition risks posed by imminent local and global regulatory changes and stakeholder pressure as something to be taken seriously and at least to appear in the top 10 risks facing the company. Mr. Chair, would you like me to ask my other question as well or wait for a response to that one?

Maybe let's take one more and then we'll deal with those, then we see how it goes. Thank you very much.

Okay. And then the -- my second question relates to Thungela's Scope 3 emissions and your net zero plan. Your Scope 3 emissions comprise 98% of your total greenhouse gas emissions but the only targets or strategy that you have at present for mitigating those emissions are related to abated coal or carbon capture and storage, high-efficiency coal-fired power plants, none of which are affordable yet or feasible as low carbon science align decarbonization strategies. When does Thungela or does Thungela entained on adopting a decarbonization strategy with short, medium and long-term targets especially including those most relevant Scope 3 emissions aligned with climate science and the Paris Agreement goal of limiting global warming to 1.5 degrees Celsius.

Thank you very much. Thank you, Tracey. Firstly, I just want to assure you that you shouldn't be worried that you might be the -- just might be the only one or not the only one. The question of engagement as Thungela would take it quite serious. So this is an opportunity for shareholders to raise the points. So we really appreciate you taking the time to be here and also to raise the questions. Let me make a general comment, and I will ask my CEO, he might decide to direct other colleagues. And by the way, let me also just add something. I might have added in the opening remarks. Present here in this Board meeting, are my colleagues in the Board. We have already introduced them, they are also available to assist in the response to the questions. We also have got the Executives who are specialists and have detail in all of these issues. They will be supporting me as a Chair, the CEO and also supported the Board of Directors. We must not be alarmed by one of our colleagues, the Head of HR because he's got a mask, it doesn't mean he doesn't want to ask questions -- to answer questions. It's just -- he is quite meticulous and careful and conscious of health issues. Before I give over to the CEO, let me show you Tracey, Just Share and all the stakeholders. The question of ESG is paramount, and I think we've emphasized that to Thungela, it's not a secondary issue, it is not an issue which is a by the way. So we consider the issues of climate change has fallen within the context of our ESG as we articulated the journey and the approach we have. I would just like at a high level to just give that particular assurance. The second one, so that the CEO can respond comprehensively. We have dealt with the path, our Scope 1 and Scope 2 to 2030. And I think we have indicated that Scope 3, of course, I think we all know, and the areas relating to Scope 3 are never going to be easy for anyone but we're not going to shy away at the appropriate times to be able to put together systems and processes in order to be able to disclose to everybody the journey we are taking. CEO, if you may.

Thanks, Chair. In terms of the risk assessment, we do follow a very rigorous process as we identify the risk assessment. What is quite unique in this set of reports before you -- is that if you go to the climate report and you look at our transition risk, we cover the particular risk that you're describing fairly rigorously and with clarity. What we didn't seek to do in the climate report necessarily is to rank them per se but actually to just say this is our response. And we think that in terms of our approach, our strategic approach, that is the appropriate one. The fact that we rank them as top 10 or top 20 does not diminish anyone of the risks that we identify significance. We would not have published the report that we did, which we committed to last year in terms of the climate change response if we didn't think that climate risk was a significant risk. Then to your question, I think the Chairman has covered that appropriately in terms of Scope 3. We're very clear when we announced our pathway to net zero that in the first instance, we're going to do with Scope 1 and Scope 2, and we're quite pleased with the work that we have done, Scope 3 is going to be quite a significant piece of -- but what is interesting, Tracey, if you look at what Scope 3 emissions, do they track or volume of production? And therefore, if you actually look at the report, we say at a glance, which we reported in 2022, you would see that our Scope 3 emissions reduced from 54 million tonnes to 39 million tonnes. And therefore, when we -- although we're reporting 1 and 2, and we say one of the levers we're going to pull is when production comes to the end we're not going to replace that production, like, for instance, Isibonelo colliery. When we come to look at our Scope 3, obviously, those will come out. So we do take that signs into account. What we do commit in this report is we say, as we continue to evolve and improve our response strategy, we look at Scope 3 and what we can do in time.

Any more questions?

My name is [indiscernible] from Oliver Capital. I just have two questions. Tracey took the third one, that was Scope 3 emissions. I would like to find out how the Executive team is dealing with the Transnet issues that we currently have and how they're trying to address this? And I'd also like to find out how the dividend outlook is looking?

Okay. Thank you very much. Thank you. Let's start with the last one because I know as a shareholder you want me to answer and then report me immediately to JSE that I've given information which is not available to the public. So you will understand why we will skip that one. But we can tell you how much dividend we paid last year. Yes. [indiscernible], thank you very much. And again, I would like to -- maybe the CEO maybe to add some color on this matter. As you know, we export our product and Transnet is an integral part of our process. And the fact that Transnet is not able to achieve the targets which are contracted is of much concern to the board, to the company and to everybody. It is, therefore, for that reason that I think we have stated it again in the Chairman support that our approach is continuous engagement with Transnet, with government and the industry. So that we seek a lasting solution to this matter. We, as a Board, have actually agreed that the CEO and other executives, he might feel it's necessary, should spend adequate time together with people at Transnet in order for us to exchange information and knowledge and expertise and at other levels, we continue to interact within the council. We'll also interact with the Board and there are, as you might know, matter is also sitting with the presidency in terms of the structures, which often we are active -- actively participating in those. But CEO, you might want to add more color.

Chairman, there's not much more to add to what you've already explained. I think the bulk of the work that we're working is at a collaborate level rather than as a company-to-company level simply because this problem affects everybody else. We're spending a significant amount of time given our overreliance on Transnet, and we've been working very constructively both as an industry and with Transnet.

Any more questions?

My name is Ayabulela Quzu. I'm also representing Just Share. My question relates to Thungela's reporting on its review of the vertical pay gap, annual measure of income and equality using the total on target remuneration of employees. Is on target remuneration realistic as a measure of the pay -- of the highest paid employees given the significant proportion of executive pay made up of short-term incentives and long-term incentives? Doesn't using on-target remuneration result in significant, understated wage gaps?

Ayabulela, thank you very much. I will immediately ask the CEO and whosoever he might want to assist to deal with that measure. Thank you very much.

We do benchmark the executive approach across the industry to understand what is the most appropriate metric to measure the pay gap. And in this instance, as you can imagine, conditional pay is not always the most appropriate because that depends on future performance. And therefore, you tend to look at guaranteed pay, which you're calling on target pay is probably the most appropriate measure to look at pay gaps. And remember that when you do that, the incentives are not just at the executive level, there are also incentives further down. Just to give you a sense, we would ordinarily not include the significant dividends that our employees actually received as a result of the Sisonke payouts in the previous year in terms of assessing that. We think from a sustainable point of view, it's actually not to include those variable pay elements which are not guaranteed. But we continue yearly with advisers, we review what is most appropriate. And if in future, there's what -- there's need for us to change that, the Board will opine and decide the way forward.

Any more questions?

I'm Robyn Hugo. I'm also from Just Share. Thank you for your answers in relation to climate change. I have another climate-related question. It's about Ensham. Thungela reports that you've used 2021 as your baseline for measuring Scope 1 and 2 emissions reductions as this was a year that you listed as a stand-alone entity. Your report say that you intend to fully integrate Ensham into the space line once that transaction is completed. Please could you explain how it makes sense to add the emissions from this coal mine to your 2021 baseline from which to measure emission reductions. In other words, to increase your baseline emissions as if you owned Ensham in 2021. That would seem to be at odds with the commitment you made only this year to reduce your Scope 1 and 2 emissions by 2030, about 30% using 2021 as the baseline.

Okay. Thank you very much, Robyn. May I ask the CEO to tend to that. And if there's need I might add or I might ask colleagues to or...

Look, I think that we're going to meet with you guys and take some of this in detail. I would like to discuss those in a fair amount of detail, but let me give you a high-level answer. We said two things strategically when we announced our strategy. One, we said the one thing that we consider if we do acquire assets is not going to acquire new -- we're not going to acquire greenfield carbon units. We may acquire existing carbon units. And would like to bring them into our portfolio because we want to be transparent, we want to manage them responsibly. And Ensham certainly falls into that category. The second thing that we did, which is what you're pointing out is -- Therefore, as we were assessing how much do we have to reduce our Scope 1, Scope 2 emissions. What is the appropriate baseline to use, given the change that you're describing. The easiest way to do it is actually to ignore it out of the baseline. And then you just -- it's out there. It's something new. We don't think that's the appropriate way to do it is actually to say -- therefore, our baseline emissions is much more than what we thought it would be because we've not added this. But we commit to reduce off that baseline, including those by 30%. So we've actually done a like-for-like comparison. The other way to think about it is that whichever asset if we do and when we do acquire an asset, would have to have Scope 1, Scope 2 emissions aligned to our vision [indiscernible] that we've just announced. But I can walk you through the detail and you realize how we have thought about it. We think it's the right way to think about it.

Any further questions?

Mr. Chair, with your permission, I'd just like to ask a follow-up question in relation to Mr. Ndlovu's answer on the Scope 3 emissions. I understand and hear you about the closures and how that we won't be replacing production from -- is that correct? You said you won't be replacing production from mines as they reach their end of life in South Africa. But you have obviously now embarked on or recently conducted an acquisition of an overseas coal mine. And that will have an impact on your Scope 3 emissions going forward, of course. Is that -- is that a -- I don't know if you can all answer this question, but is that a one-off? Or is that a first step in a broader strategy of acquisition and growth of new coal mines?

Okay. Tracey, again, thank you very much. First, let me protect the CEO. So that firstly, he doesn't answer the other part of the question. And I'm sure you were not expecting an answer, for the same reasons that we gave. Oh, you want to be an insider? Then you would be prohibited from trading your shares forever. So -- so I think that would be -- and I think -- the CEO must, if he can, if you may, just deal with that particular matter, but I don't think I have the same thing as you, what you were saying, but over to you.

Look, the Chairman is right. I mean, I can't comment on our strategy implement other than what we have already announced. We said, we're going to consider diversification of our portfolio for a number of reasons. We said, we are a single country, single commodity, we are aligned on a very risky piece of infrastructure, and that's why we diversifying. We are in executing on that strategy. And I'm sure, Tracey, you appreciate what the Chairman has just said that I can't comment on what we're looking or not looking at this stage. When we have got something to announce, we do what is responsible and announce it, to the public. The only commitment I can give you is that we will look at it. You probably have seen our investment criteria, that ESG forms a fundamental part of that and to look at any capital allocation decision we take with that lens.

Any further questions? There's no more questions. That concludes the Q&A session. So back to you, Sango.

Electronic voting is now closed. We'll now take a 5-minute recess to allow for the tallying of the votes. [Break]

Welcome back, everyone. I now hand over to Francois to present the results. Thank you. Over to you, Francois.

Thank you, Sango. Thank you to everyone for submitting your votes, here with the results of today's resolutions. So ordinary resolution #1 was passed with 99.98% vote. Ordinary resolution #2.1 was passed with a 99.29% vote. Ordinary resolution #2.2 was passed with a 99.37% vote. Ordinary resolution 3.1 was passed with a 99.4% vote. Ordinary resolution #3.2, was passed with a 98.5% vote. Ordinary resolution #3.3 was passed with a 98.81% vote. Ordinary resolution #4.1, the nonbinding advisory vote on the remuneration policy was passed with a 92.46% vote and ordinary resolution #4.2, on the remuneration policy was passed with a 80.6% vote. Ordinary resolution #6 was passed with a 99.96% vote. Then special resolution #1 was passed with a 99.96% vote. Special resolution #2 was passed with a 93.24% vote and special resolution #3 was passed with a 98.8% vote. Back to you, Sango, for some closing remarks. Thank you.

Thank you, Francois. Thungela continues to operate in an environment with significant challenges. We have, however, proven our resilience and positioned ourselves to address these challenges head on, collaborating closely with our partners in government and industry. As we close out our AGM, I would like to thank my fellow members of the Board for their leadership and vision over the past 12 months. On behalf of the Board, I also express our sincere gratitude to the Thungela Executive Committee and an amazing team of colleagues who have shaped the company into a leading coal exporter in just 2 years. Our business would not be able to operate without the meaningful partnership and relationships we have with communities and stakeholders. We thank them for their ongoing support. Finally, a heartfelt thank you to our shareholders for the trust that you have placed in our business. Thank you for your attendance this afternoon. As all the business of this meeting has been concluded, this meeting is now closed. Please as requested by the CEO, join us for a light lunch. Thank you.