The social and ethics committee is a formal statutory committee of the board that assists the board in adhering to the Companies Act and Regulations. The committee also provides a basis for a more structured and focused approach to social and ethical issues relevant to the company.
The committee functions within formally approved terms of reference, reviewed on an annual basis and operates according to an approved, detailed annual work plan.
Role of the committee
The role of the social and ethics committee is to monitor the activities of the company and its subsidiaries, within a framework of legislative compliance and prevailing codes of best practice. The committee monitors and reviews the company’s standing and promotion of good corporate citizenship, which includes ensuring that:
- stakeholder engagement is constructive, interactive and in support of business objectives;
- employee health and workplace safety are pro-actively managed to achieve workforce well-being;
- the impacts of the company’s operations on the environment are managed to minimise and mitigate negative outcomes;
- human capital is managed to improve people’s ability to achieve their objectives;
- transformation and B-BBEE objectives are met in a constructive manner to establish a culture that reflects and supports all facets of the environments within which the businesses operate;
- businesses comply with relevant laws, regulations and codes; and
- the principles of sound corporate governance are adhered to. These include adherence to Grindrod values, upholding human rights, working within an ethical framework, discharging its responsibilities towards communities in which it operates and reporting business, operational and other outcomes in a sustainable manner.
The committee is supported by the executives and authorised by the board to investigate any activity within the scope of its terms of reference, interact with employees and obtain external professional advice in conducting its business.
Composition and committee meetings
The committee comprises the executive chairman, two independent non-executive directors and one executive director. During the year under review, members serving on the committee included Raymond Ndlovu (chairperson, appointed 27 May 2016), Mike Hankinson (appointed 28 February 2012), Zola Malinga (appointed 17 August 2017) and Andrew Waller (appointed 16 November 2011).
More details of these members are given in the directorate and executive committee section.
The group company secretary serves as secretary to the committee.
Committee members meet at scheduled meetings twice a year and unscheduled meetings when the committee is required to address urgent matters in its scope of responsibility. No unscheduled meetings were held in 2017.
Attendance of committee members at the meetings of the committee during the year is listed in the directorate and executive committee of this integrated annual report.
Fees paid to the committee members are reflected in the report of the remuneration committee and the proposed fees for 2018 are detailed in special resolution 3.1 in the notice of the annual general meeting.
In terms of its mandate, matters considered by the social and ethics committee based on its annual work plan for 2017 included:
- monitoring and reviewing the company’s sustainability performance in line with the Grindrod sustainability pillars, the UN Global Compact Ten Principles and applicable risk‑identification and mitigation measures;
- monitoring and reviewing the company’s sustainability performance measured against the five UN Sustainable Development Goals – SDG4: quality education, SDG6: clean water and sanitation, SDG8: decent work and economic growth, SDG9: industry, innovation and infrastructure and SDG13: climate action – as adopted as part of Grindrod’s sustainability strategy;
- capital management strategies and performance, including HR strategies, systems and policy, and employee relations, skills development and retention, performance management and the company’s status in terms of safety and health and employee wellness;
- monitoring and reviewing of the company’s action plans to set and achieve transformation objectives and B-BBEE strategies and performance including the Grindrod B-BBEE scorecard;
- reviewing performance in the areas of corporate social investment and socio-economic development;
- legal compliance and good corporate governance, including ethics;
- an integrated approach to stakeholder engagement;
- reviewing the role ascribed to the social and ethics committee as outlined in King IV;
- evaluating the performance of the social and ethics committee;
- reviewing the committee’s report for inclusion in the 2017 integrated annual report; and
- approving the annual work plan for 2018.
On behalf of the social and ethics committee
23 March 2018