Social, Ethics and Transformation Committee Report
From Integrated Annual Report for the year ended 31 December 2023
The social, ethics and transformation committee (‘the committee’) is constituted as a formal
committee of the board in accordance with the Companies Act read with the regulations
promulgated thereunder and King IV.
The committee’s terms of reference detail its composition, functioning and duties in terms of the Companies Act, the JSE
Listings Requirements and King IV, as well as responsibilities allocated to it by the board. The board approved terms of
reference are annually reviewed for relevance.
The group is committed to endorsing the 10 principles set out in the United Nations Global Compact Principles (‘UN Compact’),
advocated by the Universal Declaration of Human Rights and International Labour Organisation.
Role and responsibilities of the committee
The committee acts in terms of the board’s delegated authority and performs an independent oversight function. It assists
the board in monitoring the group’s and that of its subsidiaries’ activities and disclosures in terms of law and codes of best
practice relating to:
• embedding an ethical culture in the organisation;
• the environment, health and public safety, including the impact of its activities and of its products, and the annual review of the group’s environmental policy;
• corporate social investment, including sponsorships, donations and charitable giving;
• stakeholder relations including consumer relationships and contribution to the development of the communities in which it operates;
• strategic empowerment and transformation;
• labour and employment, including the group’s standing in terms of the International Labour Organisation (ILO) protocol on decent work and working conditions; its employment relations and contribution toward the educational development of its employees;
• promotion of equality, prevention of unfair discrimination, and zero tolerance of corruption;
• compliance by the group’s supply chain with the group’s ethical standards.
Composition and functioning of the committee
The committee comprises independent non executive
directors, Mamokete Ramathe, the chairperson, and
Rajendren Naidu. The chairman of the board, Gary Bell,
Ashley Bell, the newly appointed chief executive, and Karen
van Haght, the executive group finance director, are also
members of the committee. The members of the committee
are nominated and appointed by the board. The five suitably
skilled and experienced members have an appropriate mix of
talent with a majority of non executive directors who are not
involved in the day to day management of the business. Both
the human resource executive and the chief strategy officer
attend the meetings of the committee as standing invitees.
The effectiveness of the committee is assessed as part of the
board and committee self evaluation process. The latest
self assessment was undertaken in December 2023 and
the outcome of such assessment will be considered by the
committee in the first half of 2024.
Attendance at committee meetings
and fees paid to committee members for the proposed fees for 2023 are detailed
in the Leadership
report.
Focus areas of the committee
During the course of the reporting period the committee met three times. The following focus areas were considered by the committee:
• In understanding the importance of the committee’s oversight role in respect of
the environmental, social and governance (‘ESG’) factors used in measuring the
sustainability of an organisation, ESG was a standing agenda item for each meeting in
order for the committee to focus on meaningful disclosure, the anticipation of risk and
the identification of opportunities. An external service provider was appointed to assist
the group in 2024 with commencing its ESG journey by developing a framework to
ensure compliance required from an ESG reporting perspective.
Good corporate citizenship
• The committee supported the importance of building the ethical culture of the
organisation by evaluating the progress made towards the maturation of the ethical
culture within the group and reporting such progress to the board. The committee
continued to monitor the code of ethics and the application of such ethical
leadership principles throughout the group to ensure continued ethics awareness
remains a key focus area for the committee. The committee considered the Institute
of Directors of South Africa’s paper on the governance of corruption: lessons for
boards and social and ethics committees; and noted the guidance provided on
how the committee could safeguard the company against corruption, including the
importance of the tone at the top, an ethical culture, the importance of external
assurance providers and effective whistleblowing facilities.
• The committee monitored the group’s continued commitment to zero tolerance of
fraud, theft, corruption or any similar illegal behaviour. It noted its commitment to
compliance with all applicable anti bribery and anti corruption laws and regulations
in line with the maturing group anti bribery and anti corruption compliance framework
including the fraud risk assessments undertaken and the effective internal controls,
ethics and compliance policies and management plans that have been developed
to combat corruption and fraud.
• Reports on material disclosures received through the group’s anonymous tip offs
reporting line administered by Deloitte as well as any resultant investigations that had
taken place during 2023 were reviewed, in conformance with the formalised tip offs
policy.
• The committee considered the annual budget in line with the group’s social and
economic development. During 2023 Bell ensured its CSI/SED spend was undertaken
with an ongoing focus on education. The group CSI and SED spend for 2023 was
directed at community based projects as highlighted in the
sustainability report.
Corporate governance
• The committee undertook the annual review of its charter to ensure that the correct
focus was being maintained by the committee in terms of its roles and responsibilities.
• The annual work plan was reviewed to continue to align the plan with the committee’s
mandate, as guided by the Companies Act and King IV, with ongoing emphasis on
ESG matters.
• The committee considered the relevant laws and regulations applicable to the
group’s operations during the reporting period and its compliance with these. The
amendments to the Financial Intelligence Centre Act, 2001 (‘FIC Act’) specifically the
amendment to Schedule 1 to the FIC Act which was amended with effect from 19
December 2022 to include high value dealers in the list of accountable institutions,
was noted by the Committee, understanding that in respect of those items sold by
Bell Equipment in the ordinary course of its business which have an individual value
of R100 000 or more, would define Bell Equipment as a high value goods dealer and
accordingly an accountable institution in terms of Schedule 1 to the FIC Act. The
additional responsibilities on Bell Equipment including registering as an accountable
institution, the appointment of a compliance officer, the compliance with record
keeping and reporting obligations in terms of the FIC Act and identifying and vetting
its customers were considered by the committee.
