Group Social and Ethics Committee Report
Members: David Rose (Chairman), Peter Mountford and Colin Brown
Terms of reference
The Group Social and Ethics Committee has a Board-approved Social and Ethics Charter which incorporates the responsibilities of the Committee and its terms of reference, aligned to the guidelines and requirements provided by the Companies Act and King IV. The Charter is regularly reviewed and updated where necessary to ensure that its terms of reference comply with all regulatory and legislative guidelines and that the Committee performs its duties in terms of all the relevant regulatory requirements. The Committee has executed its duties in accordance with these terms of reference during the past financial year.
At 30 June 2017, the Committee comprised one independent non-executive director, David Rose (Chairman) and two executive directors, Peter Mountford and Colin Brown. The executive managers of the Group and the Group Legal Manager attend by invitation. The Group Company Secretary acts as the Committee Secretary.
In terms of King IV, the majority of Committee members should consist of non-executive directors. Super Group has taken a decision that the duties of the Group Social and Ethics Committee overlaps with certain duties performed by Remco, the Group Audit Committee and the Group Risk Committee and are therefore satisfied that all of the independent non-executive directors not serving on the Group Social and Ethics Committee, are updated on all the social and ethics-related matters of the Group.
The Committee held two meetings during the year.
This Committee has a broad mandate in terms of the Companies Act and King IV.
In execution of its statutory duties, the Committee endeavours to:
- execute its statutory duties in terms of the requirements of the Companies Act and King IV;
- consult advisors and attend presentations on the various aspects of the duties and responsibilities relating to social and ethics issues;
- create a reporting structure for the Group’s business units in respect of the Committee’s requirements;
- monitor the Group’s compliance with the United Nations Global Compact 10 Principles on Human Rights, Environment, Labour and Anti-Corruption;
- monitor the Group’s compliance with the Organisation for Economic Co-operation and Development recommendations regarding corruption;
- monitor the Group’s compliance with the International Labour Organisation’s definition of “Decent Work”;
- monitor the Group’s Corporate Social Investment;
- monitor the Group’s achievements against its Employment Equity Plan; and
- monitor the B-BBEE Staff Empowerment Scheme.
The Committee is satisfied with the Group’s progress in the different areas and with the plans for the 2018 financial year. The Committee is aware its function will continue to evolve as it addresses all the responsibilities within its mandate as well as bring it in line with the King IV requirements.
The economic and social sustainability of Super Group is important to the Group and the Sustainability Report has been created which reports in more detail on its staff, environmental and Corporate Social Investment. The Sustainability Report can be found on the Group’s website www.supergroup.co.za.
On behalf of the Group Social and Ethics Committee
Group Social and Ethics Committee Chairman
20 September 2017