Chapter 3: Enhanced Accountability and Transparency
Part None: None

R43: Social and Ethics Committee

  • (1) This regulation applies to-
    • (a) every state owned company;
      • (b) every listed public company; and
        • (c) any other company that has in any two of the previous five years, scored above 500 points in terms of regulation 26(2).
        • (2) A company to which this regulation applies must appoint a social and ethics committee unless-
          • (a) it is a subsidiary of another company that has a social and ethics committee, and the social and ethics committee of that other company will perform the functions required by this regulation on behalf of that subsidiary company; or
            • (b) it has been exempted by the Tribunal in accordance with section 72 (5) and (6).
            • (3) A board of a company that is required to have a social and ethics committee, and that-
              • (a) exists on the effective date, must appoint the first members of the committee within 12 months after-
                • (i) the effective date; or
                  • (ii) the determination by the Tribunal of the company's application, if any, if the Tribunal has not granted the company an exemption;
                  • (b) is incorporated on or after the effective date, must constitute a social and ethics committee and appoint its first members within one year after-
                    • (i) its date of incorporation, in the case of a state owned company;
                      • (ii) the date it first became a listed public company, in such a case; or
                        • (iii) the date it first met the criteria set out in sub-regulation (1)(c), in any other case.
                      • (4) A company's social and ethics committee must comprise not less than three directors or prescribed officers of the company, at least one of whom must be a director who is not involved in the day-to-day management of the company's business, and must not have been so involved within the previous three financial years.
                        • (5) A social and ethics committee has the following functions:
                          • (a) To monitor the company's activities, having regard to any relevant legislation, other legal requirements or prevailing codes of best practice, with regard to matters relating to-
                            • (i) social and economic development, including the company's standing in terms of the goals and purposes of-
                              • (aa) the 10 principles set out in the United Nations Global Compact Principles; and
                                • (bb) the OECD recommendations regarding corruption;
                                  • (cc) the Employment Equity Act; and
                                    • (dd) the Broad-Based Black Economic Empowerment Act;
                                    • (ii) good corporate citizenship, including the company's-
                                      • (aa) promotion of equality, prevention of unfair discrimination, and reduction of corruption;
                                        • (bb) contribution to development of the communities in which its activities are predominantly conducted or within which its products or services are predominantly marketed; and
                                          • (cc) record of sponsorship, donations and charitable giving;
                                          • (iii) the environment, health and public safety, including the impact of the company's activities and of its products or services;
                                            • (iv) consumer relationships, including the company's advertising, public relations and compliance with consumer protection laws; and
                                              • (v) labour and employment, including-
                                                • (aa) the company's standing in terms of the International Labour Organization Protocol on decent work and working conditions; and
                                                  • (bb) the company's employment relationships, and its contribution toward the educational development of its employees;
                                                • (b) to draw matters within its mandate to the attention of the Board as occasion requires; and
                                                  • (c) to report, through one of its members, to the shareholders at the company's annual general meeting on the matters within its mandate.

                                                  Related Regulations

                                                  No related regulations.

                                                  Related Sections

                                                  s72: Board committees

                                                  Related Notes

                                                  No related note.

                                                  Related Forms

                                                  No related forms.