1. Purpose and constitution

  • 1.1

     1.1 The purpose of this document is to set out the composition and functions of the Social and Ethics Committee (“the Committee”) of the Company.

  • 1.2

     1.2 The Committee is constituted as a statutory committee of Sabvest Limited (“the Company”) in respect of its duties in terms of Section 72 (4) of the Companies Regulations, 2011, of the Companies Act No. 71 of 2008.

  • 1.3

     The Committee will comprise a majority of non-executive directors and at least one executive director.

  • 1.4

    The Committee will meet at least once annually.

  • 1.5

     1.5 The quorum for decisions by the Committee shall be any two members.

  • 1.6

    The Company Secretary shall be the secretary of the Committee

  • 1.7

    The composition of the Committee will be subject to annual review by the Board.

2. Functions

In terms of Section 43 (5) of the Companies Regulations, 2011 the Committee will have the following functions:

  • 2.1

     To monitor the Company’s activities, having regard to any relevant legislation, other legal requirements or prevailing codes of best practice, with regard to matters relating to:

    • 2.1.1

       Social and economic development, including the Company’s standing in terms of the goals and purposes of:

      • 2.1.1.1

        the ten principles set out in the United Nations Global Compact Principles, being:
        • (i)Businesses should support and respect the protection of internationally proclaimed human rights.
        • (ii)Businesses should make sure that they are not complicit in human rights abuses.
        • (iii)Businesses should uphold the freedom of association and the effective recognition of the right to collective bargaining.
        • (iv)Businesses should uphold the elimination of all forms of forced and compulsory labour.
        • (v)Businesses should uphold the effective abolition of child labour.
        • (vi)Businesses should uphold the elimination of discrimination in respect of employment and occupation.
        • (vii)Businesses should support a precautionary approach to environmental challenges.
        • (viii)Businesses should undertake initiatives to promote greater environmental responsibility.
        • (ix)Businesses should encourage the development and diffusion of environmentally friendly technologies.
        • (x)Businesses should work against corruption in all its forms, including extortion and bribery.

      • 2.1.1.2

        The Organisation for Economic Co-operation and Development (OECD) recommendations regarding corruption;

      • 2.1.1.3

        The Employment Equity Act; and

      • 2.1.1.4

        the Broad-Based Black Economic Empowerment Act;

    • 2.1.2

       Good corporate citizenship, including the Company’s:

      • 2.1.2.1

        promotion of equality, prevention of unfair discrimination, and reduction of corruption;

      • 2.1.2.2

        contribution to development of the communities in which its activities are predominantly conducted or within which its products or services are predominantly marketed; and

      • 2.1.2.3

        record of sponsorship, donations and charitable giving;

    • 2.1.3

       The environment, health and public safety, including the impact of the Company’s activities;

    • 2.1.4

       Consumer relationships, including the Company’s advertising, public relations and compliance with consumer protection laws; and

    • 2.1.5

      Labour and employment, including::

      • 2.1.5.1

        the Company’s standing in terms of the International Labour Organisation Protocol on decent work and working conditions; and

      • 2.1.5.2

        the Company’s employment relationships, and its contribution toward the educational development of its employees;

        • 2.1.5.2.1

          to draw matters within its mandate to the attention of the Board as occasion requires; and

        • 2.1.5.2.2

          to report, through one of its members, to shareholders at the Company’s annual general meeting on the matters within its mandate.

      2.2

      To review the Company’s SRI programmes and other BEE initiatives.
Reviewed as at 8 December 2021

Annexure 1

The OECD Recommendations Regarding Corruption

  • Convention on Combating Bribery of Foreign Public Officials and International Business Transactions.
  • Commentaries on the Convention of Combating Bribery of Foreign Public Officials and International Business Transactions.
  • Recommendations of Council on Tax Measures for Further Combating of Foreign Public Officials in International Business Transactions.
  • Recommendation of the Council on Bribery and Officially Supported Export Credits.
  • Recommendation of the Development of Assistance Committee on Anti-Corruption Proposals for Bilateral Aid Procurement.
  • OECD Guidelines for Multinational Enterprises – Section VII
  • The OECD Anti-Bribery Convention establishes legally binding standards to criminalize bribery of foreign public officials in international business transactions and provides for a host of related measures that make this effective. It is the first and only international anti-corruption instrument focused on the ‘supply side’ of the bribery transactions. The 34 OECD member countries and four non-member countries – Argentina, Brazil, Bulgaria and South Africa – have adopted this Convention.

Annexure 2

EMPLOYMENT EQUITY ACT, NO. 55 OF 1998

  • The introduction to the Act reads as follows:
  • To provide for employment equity; and to provide for matters in incidental thereto.

    Recognising -
    • That as a result of apartheid and other discriminatory laws and practices, there are disparities in employment, occupation and income within the national labour market; and
    • That those disparities create such pronounced disadvantages for certain categories of people that they cannot be redressed simply by repealing discriminatory laws,

  • To -
    • Promote the constitutional right of equality and the exercise of true democracy;
    • Eliminate unfair discrimination in employment;
    • Ensure the implementation of employment equity to redress the effects of discrimination;
    • Achieve a diverse workforce broadly representative of our people;
    • Promote economic development and efficiency in the workforce; and
    • Give effect to the obligations of the Republic as a member of the International Labour Organisation

Annexure 3

BROAD-BASED BLACK ECONOMIC EMPOWERMENT ACT, 2003

  • The introduction to the Act reads as follows:
  • To establish a legislative framework for the promotion of black economic empowerment; to empower the Minister to issue codes of good practice and to publish transformation charters, establish the Black Economic Empowerment Advisory Council; and to provide for matters connected therewith.

Preamble

  • Under apartheid race was used to control access to South Africa’s productive resources and access to skills;
  • South Africa’s economy performs below its potential because of the low level of income earned and generated by the majority of its people;
  • Unless further steps are taken to increase the effective participation of the majority of South Africans in the economy, the stability and prosperity of the economy in the future may be undermined to the detriment of all South Africans irrespective of race;
  • To promote the achievement of the constitutional right to equality, increased broad-based and effective participation of black people in the economy and promote a higher growth rate increased employment and more equitable income distribution; and
  • Establish a national policy on broad-based black economic empowerment so as to promote the economic unity of the nation, protect the common market, and promote equal opportunity and equal access to government services.