From the 2022 Intergrated Annual Report

The social, ethics and transformation committee (“the committee”) is a statutory committee and a formal subcommittee of the board constituted in accordance with the Companies Act read with the Regulations promulgated thereunder and the King IV Code. 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.

This report should be read together with the corporate governance report and the stakeholder relations report which report will provide the stakeholders with a comprehensive review of how the group creates sustainable value.

Role and responsibilities of the company

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 (chairperson) and Rajendran Naidu, non executive directors Gary Bell and Ashley Bell, and Karen van Haght, the executive group finance director. 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 2021 and the committee was assessed to have adequately discharged its mandate. It was agreed that further consideration will be given to a greater strategic role that the committee should fulfil going forward.

Attendance at committee meetings is detailed in the leadership report and fees paid to committee members for 2022 and the proposed fees for 2023 are detailed in the remuneration committee 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, the Sustainability Disclosure Guidance and the Climate Change Disclosure Guidance developed by the JSE for listed companies to navigate the areas of sustainability were considered by the committee. Going forward ESG would be 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.

Good corporate citizenship

The monitoring of 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 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 group’s continued commitment to zero tolerance of fraud, theft, corruption or any similar illegal behaviour and commitment to compliance with all applicable anti-bribery and corruption laws, regulations, included the formalisation of a group anti-bribery and anti-corruption compliance framework.

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 2022 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 2022 Bell ensured its CSI/SED spend was undertaken with the best possible impact in mind in making its communities self sufficient and empowered, with an ongoing focus on education. The group CSI and SED spend for 2022 was directed at community based projects as highlighted in the stakeholder relations 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 greater emphasis on ESG matters.

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