Social, ethics and transformation report

The social, ethics and transformation committee (committee) was established by the board of directors on 4 May 2011 in terms of section 72(4) of the Companies Act and operates in terms of written terms of reference approved by the board and reviewed by it annually.

The committee consists of non-executive directors Ms S Mkhabela (chairman), Adv DB Ntsebeza SC, Mr Gonzalo Rodriguez de Castro Garcia de los Rios and executive directors Messrs CB Thomson, OI Shongwe and PJ Blackbeard.

The committee met three times during the year under review to discharge its duties and responsibilities.

During its meetings the committee considered, and was satisfied with, progress made in relation to the company’s activities with regard to matters relating to social and economic development, promotion of equality, prevention of unfair discrimination, and reduction of corruption, contribution to development of the communities, sponsorships, donations and charitable giving, the environment, health and public safety, including the impact of the company’s activities and its products or services.

The committee also considered, and was satisfied with, progress made in dealing with consumer relationships, including the company’s advertising, public relations and compliance with consumer protection laws, labour and employment, including the company’s standing in terms of the International Labour Organisation Protocol on decent work and working conditions and the company’s employment relationships, and its contribution toward the educational development of its employees.

The committee also considered, and was satisfied with, progress made and the extent to which the company adhered to and implemented its desire to ensure that diversity is promoted throughout its operations, the policy and practice of nondiscrimination is advanced through the elimination of any discriminatory conditions, whether purposeful or inadvertent, and broad-based black economic empowerment and transformation initiatives are pursued.

The committee also reviewed and assessed the company’s progress on affirmative action measures adopted to advance the objectives of empowerment and transformation, which include taking positive steps to recruit, hire and promote qualifying persons from previously disadvantaged groups and the transfer of equity, development of skills, preferential procurement, and corporate social investment, and support of emerging businesses.

Where necessary the committee advised the board on how to better align the implementation of the company’s empowerment and transformation strategy within the broader social and integrated sustainability framework of the group, and the committee identified, where possible, and advised the responsible management structures to remove, any perceived internal and external impediments to achieving effective empowerment and transformation within the group. The committee was also cognisant of the need to support the company’s initiatives to achieve meaningful change in the composition of the general workforce and management structures and in the skilled occupations of existing and new businesses, the protection of the rights of women and minorities and the promotion of diversity within the group.

The committee also received, and considered, progress reports on the company’s engagement with all relevant stakeholders and efforts to ensure that the company’s reputation is protected and enhanced.

The committee had access to any director or prescribed officers or employees of the company. Where appropriate, they provided information or explanation necessary for the performance of the committee’s functions.

In the performance of its duties and responsibilities the committee recognised the fact that some of its statutory functions overlapped or co-extended with the functions or mandates or terms of reference of existing committees of the board.

To the extent necessary and without derogating from its duties and responsibilities, the committee worked closely with and relied upon the work of other committees of the board where one or more of its statutory functions overlapped or fell within the domain of the specific function or functions or mandate or terms of reference of another board committee.

The committee has the right to request the chairman of such other committee or any suitably qualified member of such other committee to attend the meetings or part of the meetings of the committee to address the committee and answer any questions of the committee on any aspect of a statutory function or functions of the committee that the other committee performs.

SS Mkhabela

19 November 2012


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