Social and ethics committee report
This is the report of the social and ethics committee (committee) of Bidcorp appointed for the financial year ended June 30 2017 in compliance with the Companies Act and in terms of the JSE Listings Requirements.
This committee was constituted by shareholders' special resolution passed on April 4 2016, and operates in terms of a charter adopted by the Bidcorp board on August 23 2016. The charter complies with the statutory requirements as set out in the Companies Act and has been reviewed to ensure it is in line with the recommendations set out by King IV. Copies are available either from the company secretary on request, or can be downloaded from the company website.
Membership
The committee members have been appointed by the board and is made up of a minimum of three (3) independent non-executive directors, and chaired by an independent non-executive. The Bidcorp social and ethics committee members include Mr NG Payne (chairman), Mrs DD Mokgatle (appointed November 29 2016) and Mrs H Wiseman, as well as executive director Mr BL Berson (appointed November 29 2016); thus meeting charter requirements.
The board considers the membership of the committee adequate and the members are adequately experienced to perform their duties in line with the charter.
Purpose
Responsibilities of this committee are in line with the legislated requirements. The key areas of responsibility are listed below:
- social and economic development;
- empowerment and transformation;
- corporate citizenship;
- labour and employment;
- environment, health and public safety;
- ethics and code of conduct compliance;
- stakeholder relations; and
- regulatory, statutory and legislative compliance.
Duties carried out
Progress can only be credibly reported if indicators are identified, monitored, measured and recorded. Within Bidcorp's sustainability performance a major focus going forward will be to monitor the performance of each division against their individually determined targets for sustainability performance, meeting group-wide requirements and specific geographic requirements.
The committee monitors the group's initiatives to promote diversity and advance the objectives of non-discrimination. The Bidcorp code of conduct was reviewed and approved by this committee, for group-wide roll out in the new financial year. Commitment to an ethical environment is demonstrated through the implementation of an independently administered Bidcorp whistle-blowing facility, the details of calls and follow-up action of which is presented to this committee for consideration.
Attendance
The names of the members who were in office during the period and the number of committee meetings attended by each of the members are as follows:
| Director | August 23 2016 |
November 11 2016 |
February 22 2017 |
May 18 2017 |
August 23 2017 |
|
| NG Payne (chairman) | ^ | ^ | ^ | ^ | ^ | |
| H Wiseman | ^ | ^ | ^ | ^ | ^ | |
| CWL Phalatse** | ^ | A | n/a | n/a | n/a | |
| DD Mokgatle* | n/a | n/a | ^ | ^ | ^ | |
| BL Berson* | n/a | n/a | ^ | ^ | ^ |
^ Attended in person, by video-conference or tele-conference.
A Apologies.
* Appointed December 6 2016.
** Mrs CWL Phalatse retired from the Bidcorp board at the November 2016 AGM.
Conclusion
Following the review by the committee for the year ended June 30 2017, the committee is of the view that, in all material respects, it has achieved its objectives for the financial year ended June 30 2017. There were no items reported on that would indicate non-compliance to the requirements of the social and ethics committee as required in terms of the Companies Act.
Signed on behalf of the social and ethics committee by:
Nigel Payne
Chairman