Report of the social and ethics committee

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 and regulations; and
  • 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 CEO and executives and is 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 consists of three members, two of whom are independent non-executive directors and one executive director. During the year under review, members serving on the committee included Mkhuseli Faku (appointed 16 November 2011, resigned 22 February 2016), Mike Hankinson (appointed 28 February 2012), Raymond Ndlovu (appointed 27 May 2016), Bongiwe Ntuli (appointed 19 February 2013, resigned 22 November 2016) and Andrew Waller (appointed 16 November 2011).

Following the resignation of Mkhuseli Faku on 22 February 2016, the committee resolved that Mike Hankinson assume the role of acting chairperson, which role he fulfilled for the meetings held in February and August 2016. Following his appointment to the committee in August 2016, Raymond Ndlovu assumed the role of chairperson at the committee meeting held on 22 November 2016. 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 three times 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 2016.

Attendance of committee members at the meetings of the committee during the year is listed in the directorate and executive committee section 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 2017 are detailed in the notice of annual general meeting.

Key activities

In terms of its mandate, matters included in the social and ethics committee’s annual work plan in 2016 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;
  • reviewing the UN SDGs and adopting specific goals as part of Grindrod’s sustainability strategy;
  • monitoring and reviewing of the company’s human 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;
  • evaluation of the performance of the social and ethics committee;
  • reviewing the committee’s report for inclusion in the 2016 integrated annual report; and
  • approving its annual work plan for 2017.

On behalf of the social and ethics committee

Raymond Ndlovu

Chairman

1 March 2017


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