Social and ethics committee report
This is the report of the social and ethics committee (committee) of The Bidvest Group Limited appointed for the financial year ended June 30 2016 in compliance with the Companies Act and in terms of the JSE Listings Requirements.
The committee has a charter that complies with the Companies Act and King III requirements and is approved by the board of directors (board). Copies are available either from the company secretary on request, or can be downloaded from the Company website.
Membership
The committee is appointed by the board and is made up of the following members: Messrs NG Payne (chairman: independent non-executive director), AK Maditsi (independent non-executive director: appointed May 27 2016), Mrs CWL Phalatse (independent non-executive chairperson of the board), Ms T Slabbert (independent non-executive director), and Messrs LP Ralphs, HP Meijer (appointed May 27 2016), Mrs NT Madisa (appointed May 27 2016) and Mrs GC McMahon (appointed May 27 2016) (executive directors).
As a result of the recent unbundling Messrs BL Berson and DE Cleasby resigned from the committee with effect from May 23 2016 and Mr B Joffe resigned from the committee with effect from May 27 2016.
Purpose
Responsibilities of this committee are in line with the legislated requirements. The key areas of responsibility are as 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 Bidvest’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 industry requirements.
The committee monitored the Group’s initiatives to promote diversity and advance the objectives of non-discrimination. Each division has an appointed transformation executive who, along with the CEO of each division, retains ultimate responsibility for transformation in their respective businesses. The director responsible for transformation is now a member of the committee, presenting the progress of the South African companies against the B-BBEE scorecard.
The Group’s code of conduct compliance is monitored through the whistle-blowing facility, the details of calls and follow-up action of which is presented to this committee for consideration. The committee monitored compliance to the Group code of conduct, the results of which are reported quarterly to the board.
Attendance
The names of the members who were in office during the period August 30 2015 to August 29 2016 and the number of social and ethics committee meetings attended by each of the members are:
| Director | November 18 2015 |
February 24 2016 |
May 25 2016 |
August 23 2016 |
|||||
| NG Payne (chair) | ✓ | ✓ | ✓ | ✓ | |||||
|---|---|---|---|---|---|---|---|---|---|
| BL Berson (resigned May 23 2016) | ✓ | ✓ | |||||||
| DE Cleasby (resigned May 23 2016) | ✓ | ✓ | |||||||
| B Joffe (resigned May 27 2016) | ✓ | ✓ | |||||||
| AK Maditsi (appointed May 27 2016) | ✓ | ||||||||
| NT Madisa (appointed May 27 2016) | ✓ | ||||||||
| GC McMahon (appointed May 27 2016) | ✓ | ||||||||
| HP Meijer (appointed May 27 2016) | ✓ | ||||||||
| LP Ralphs | ✓ | ✓ | A | ✓ | |||||
| CWL Phalatse | ✓ | ✓ | ✓ | ✓ | |||||
| T Slabbert | ✓ | ✓ | ✓ | ✓ |
| A = Apologies |
Conclusion
Following the review by the committee for the year ended June 30 2016, the committee is of the view that, in all material respects, the committee has achieved its objectives for the financial year ended June 30 2016. 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, No 71 of 2008, as amended.
Signed on behalf of the social and ethics committee by:
Nigel Payne
Chairman