Social, Ethics and Transformation Committee Report
From Integrated Annual Report for the year ended 31
December 2024
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 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
In line with the Companies Act amendments that took effect
in December 2024, the committee remained compliant, with
its five appointed members, three of whom are non
executive directors who have not been involved in the
management of the company during the previous three
financial years. The committee comprises two independent
non executive directors, Mamokete Ramathe, the
chairperson, and Rajendran Naidu. The chairman of the
board and non executive director, Gary Bell, Ashley Bell,
chief executive, and Karen van Haght, the executive group
finance director, are also members of the committee. The
five suitably skilled and experienced members have an
appropriate mix of talent. Both the human resource
executive and the group commercial executive attend the
meetings of the committee as standing invitees.
The above members of the committee have been nominated by
the board for election by the shareholders at the group's
AGM on 3 June 2025.
Attendance at committee meetings and fees paid to
committee members for the proposed fees for 2024 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:
An annual review of the group environmental policy was
undertaken by the committee with a specific emphasis on
the environmental, social and governance ('ESG') risks and
opportunities affecting the organisation's strategy,
specifically climate change and its financial and
materiality impacts on the group. ESG remains a standing
agenda item for each meeting in order for the committee to
focus on meaningful disclosure of such ESG factors.
The external service provider, appointed in early 2024 to
assist the group with commencing its ESG journey by
developing a framework to ensure compliance required from
an ESG reporting perspective, is undertaking a scoping
exercise to understand the applicable ESG legislation's
reporting requirements and the timing of such ESG
disclosures for each of the Bell legal entities in the
various geographical regions.
Good corporate citizenship
The committee supported the importance of maintaining
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 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 group's
associated compliance framework including the fraud
risk assessments undertaken and the internal controls.
The committee also reviewed the implementation of
the ethics and compliance policies and management
plans that have been developed to combat corruption
and fraud. The amendments to the Prevention and
Combating of Corrupt Activities Act were also considered
and the committee noted the number of risk mitigating
controls in place including policies, fraud risk assessments,
contractual safeguards and the ongoing training that
takes place.
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 2024 were reviewed, in conformance
with the formalised tip offs policy. The committee
confirmed that the tip offs reporting line continued to
serve its purpose.
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 ongoing compliance with
these, including the amendments to the Companies Act,
2008, the Corporate Sustainability Reporting Directive and
the Carbon Border Adjustment Mechanism.
