The Social and Ethics Committee (the committee) assists the Board in monitoring Remgro’s performance as a good and responsible corporate citizen. This report by the committee is prepared in accordance with the requirements of the Companies Act (No. 71 of 2008), as amended (Companies Act), and describes how the committee has discharged its statutory duties in terms of the Companies Act and its additional duties assigned to it by the Board in respect of the financial year ended 30 June 2017.
COMMITTEE MEMBERS AND ATTENDANCE AT MEETINGS
The committee comprises five suitably skilled and experienced members appointed by the Board, as set out in the table below. The chairman of the committee is Mr Murphy Morobe, an independent non-executive director. In terms of the committee’s mandate, at least two meetings should be held annually.
COMPOSITION OF THE COMMITTEE
|Committee member*|| Number of
| Number of
|M Morobe (chairman)(1)||2||1|
|S E N De Bruyn Sebotsa(2)||2||1|
|N P Mageza(3)||2||1|
|P R Louw||2||2|
|P J Uys||2||1|
|*||Abridged curriculum vitae of all the directors of the Company are set out here, while the qualifications of Messrs P R Louw and P J Uys (who are members of the Management Board and also prescribed officers in terms of the Companies Act) are presented here.|
|(1)||Mr M Morobe was appointed as chairman of the Social and Ethics Committee with effect from 1 December 2016 and attended all the meetings since his appointment.|
|(2)||Ms S E N De Bruyn Sebotsa was appointed as a member of the Social and Ethics Committee with effect from 1 December 2016 and attended all the meetings since her appointment.|
|(3)||Mr N P Mageza was appointed as a member of the Social and Ethics Committee with effect from 1 December 2016 and attended all the meetings since his appointment.|
|(4)||Mr H Wessels retired as director and chairman with effect from 1 December 2016.|
ROLE AND RESPONSIBILITIES
The committee’s role and responsibilities are governed by a formal mandate as approved by the Board. The mandate is subject to an annual review by the Board.
The main objective of the committee is to assist the Board in monitoring the Group’s performance as a good and responsible corporate citizen. This is done by monitoring the sustainable development practices of the Group as set out below, thereby assisting the Board in achieving one of its values of doing business ethically.
Remgro’s main wholly owned operating subsidiary is Wispeco. Wispeco has established its own Social and Ethics Committee which operates independently from this committee. Remgro’s representatives on the board of Wispeco also have a standing invitation to attend the meetings of that committee, ex officio. The minutes of these meetings, as well as those of the Social and Ethics Committee of RCL Foods are included in the agenda of this committee as a standing item.
The committee is satisfied that it has fulfilled all its duties during the year under review, as further detailed below.
The committee is responsible for developing and reviewing the Group’s policies with regard to the commitment, governance and reporting of the Group’s sustainable development performance and for making recommendations to management and/or the Board in this regard. During the year, the committee reviewed its mandate, as well as the Company’s Code of Ethics, Gifts Policy, Social Media Policy, HIV/Aids Policy and Safety, Health and Environmental (SHE) Management Policy. There were no amendments to the committee’s mandate during the year under review.
Monitoring of sustainable development practices
In the execution of its duties, the committee has reviewed the sustainable development practices of the Group, specifically relating to:
- ethics and compliance;
- corporate social investment;
- stakeholder relations;
- broad-based black economic empowerment;
- health and public safety;
- labour relations and working conditions;
- training and skills development;
- management of the Group’s environmental impacts; and
- human rights and child labour.
The committee’s monitoring role also includes the monitoring of any relevant legislation, other legal requirements or prevailing codes of best practice, specifically with regard to matters relating to social and economic development, good corporate citizenship, the environment, health and public safety, consumer relationships, as well as labour and employment. The report on the application of the King Report on Governance for South Africa 2009 (King III) principles as published on the Company’s website, was also reviewed and approved by the committee.
The committee further monitors Remgro’s participation and results achieved in external surveys in respect of any sustainability aspect pertaining to the Group. In this regard the committee noted the external recognition and achievements
by the Group, as reported here in the Integrated
Public reporting and assurance
The committee, together with the Audit and Risk Committee, is responsible for reviewing and approving the sustainability content included in the Integrated Annual Report, as well as determining and making recommendations on the need for external assurance of the Group’s public reporting on its sustainable development performance. The committee has reviewed the content of the abridged Sustainable Development Report included in the Integrated Annual Report and the detailed Sustainable Development Report published on the Company’s website, and has recommended it for approval by the Board.
The committee is also required to report through one of its members to the Company’s shareholders on the matters within its mandate at the Company’s Annual General Meeting to be held on 29 November 2017. In the notice of the Annual General Meeting included in the Integrated Annual Report here, shareholders are referred to this report by the committee, read with the detailed Sustainable Development Report published on the Company’s website. Any specific questions to the committee may be sent to the Company Secretary prior to the meeting.
Chairman of the Social and Ethics Committee
20 September 2017