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Social and ethics committee report

The social and ethics committee (SEC) operates in accordance with a board-approved mandate and assists the board with monitoring, developing, reviewing and improving the group's social, ethical and sustainability practices. In addition to its statutory responsibilities, the board assumes responsibility for ensuring that the group's ethics are effectively managed, which it does through exercising ethical leadership, integrity and judgement in the manner in which it directs the company. Employees, in turn, are expected to act in a manner that upholds the group's values as contained in the group's code of ethics and business conduct (the code). The code details expected standards of behaviour and is provided to all directors and employees at the commencement of their employment with the company.

This report outlines how the SEC has discharged its responsibilities as set out in section 72 of the Companies Act, regulation 43 of the Companies Regulations 2011 issued in terms of the Companies Act and its terms of reference. Attendance at meetings is reflected on corporate governance report and fees paid to members during the year, as well those proposed for 2021/2022, are set out on remuneration report. Progress in regard to matters falling within the committee's mandate, over and above what is reported below, is covered on sustainability review and corporate governance report.

COMPOSITION

The three-member committee is chaired by an independent non-executive director who is supported, in discharging the committee's responsibilities, by two EDs. While the committee complies with the Companies Act's requirements regarding its constitution, it does not meet the King IV™ recommendation for a majority of the committee members to be non-executive directors. Board and committee composition has, however, been reviewed post-year end, including that of the SEC, and subject to the successful election of Mr Kgosana as proposed in the notice of AGM. The committee will comprise four members, two of whom are independent non-executives and two EDs.

The group company secretary and representatives from the various functions responsible for managing the subject matter falling within the remit of the SEC assist the committee in the discharge of its responsibilities.

Role and responsibilities

While the committee's primary responsibility is to ensure the group is and remains a responsible corporate citizen and engages in sustainable business practices, its role and responsibilities in respect of the group's South African operations extend to:

  • compliance;
  • social and economic development;
  • good corporate citizenship;
  • issues around the environment, health and public safety, including the impact of the group's activities and services;
  • consumer relationships;
  • management of the group's ethics;
  • labour and employment, including transformation; and
  • reporting annually to shareholders on matters falling within the scope of its responsibilities.

Meetings and activities

The primary focus of the two meetings held during the year was to consider:

  • Socio-economic development, including the group's standing in terms of:
    • The 10 principles set out in the United Nations Global Compact Principles
      The group has adopted the 10 principles and monitors and reports on compliance with human rights, labour, anti-corruption and environmental matters, despite not being a signatory to the compact.
    • Human rights
      The group remains committed to protecting and upholding human rights as far as it is able to exercise control over such. It subscribes to and supports 'the Code of Conduct for the Protection of Children from Sexual Exploitation in Travel and Tourism', a compact between members of the international tourism industry that deals with the awareness of its staff with regard to issues and circumstances prevalent in the practices of human trafficking and child sex tourism. The group is not complicit in human rights' abuses. It does not vet its suppliers in this regard on the basis that it does not believe doing so is necessary in the context of its operations and profile of suppliers.
    • Freedom of association
      The group recognises the right to freedom of association, as well as the right to collective bargaining, and continues to recognise and bargain with the South African Commercial, Catering and Allied Workers Union. All staff (up to supervisory level) in the deemed 'bargaining unit' may belong to the union from a bargaining perspective. While any other level of staff member may belong to the union, they are not covered by any bargaining gains made by the union.
    • Forced or compulsory labour
      The group supports the elimination of all forms of forced or compulsory labour and has no exposure to such practices. Suppliers are not vetted in this regard as the group is of the opinion that this is not necessary in the context of its operations and the profile of its suppliers.
    • Abolition of child labour
      The group demonstrates its support for the abolition of child labour by ensuring that no minors are employed. It is a condition of employment that all employees provide proof of age upon commencement of employment.
    • The Organisation for Economic Co-operation and Development's recommendations regarding corruption
      Activities associated with good corporate citizenship, including the group's positioning and efforts with regard to promotion of equality, prevention of unfair discrimination, reduction of corruption, contribution towards community development in the areas within which the company operates and record of sponsorship, donations and charitable giving.

    Details on sponsorships, donations and charitable giving can be found on social and relationship capital.

    • Reviewing its terms of reference to ensure they remain aligned with King IV™, legislation and best practice.
    • The group's labour and employment practices, including its standing in terms of the International Labour Organization Protocol on decent work and working conditions, and its employment relationships and contribution toward employee educational development.
    • Progress made with regard to transformation, taking the Employment Equity and B-BBEE Acts into account. The company achieved level 4 B-BBEE recognition in its previous verification which was valid until September 2021. The current verification was well underway at publication of this report.
    • The group's compliance with applicable legislation, regulation and Codes of Good Practice, noting that no instances of substantive non-compliance were reported during the year.
    • Environmental sustainability practices, in particular three of the UN Global Compact Principles relating to supporting a precautionary approach to environmental challenges and supporting greater environmentally friendly technologies.
    • Consumer relationships, including advertising and public relations and stakeholder engagement. It is specifically noted that no complaints were lodged with the Consumer Tribunal or the Advertising Standards Authority during the year. Consumer relations and service excellence, through the WOW service excellence and employee recognition programme.
    • Ethics, noting that no incidents or acts indicating a material breach in the required standard of ethical behaviour were reported to the committee during the period under review.

    It is to be noted regarding the above that:

    • no material or repeated penalties, sanctions and/or fines for contraventions of, or non-compliance with, statutory obligations were imposed on the company or its directors for failure to comply with any legislative or regulatory requirement
    • no compliance inspections were carried out by environmental regulators nor were any findings of non-compliance with environmental laws or criminal sanctions for non-compliance imposed on the company
    • no political donations were made during the year
    • no requests for information under the Promotion of Access to Information Act were received during the year under review.

    Efforts for the year going forward will, in recognition of the increased significance of environment, social and governance (ESG), be centred around detailed consideration of ESG metrics, prioritising actions required and reporting in respect thereof, aimed at delivering sustainable value.

    The SEC is of the view that the group takes its ESG responsibilities seriously and that appropriate policies, plans and programmes have been put in place to contribute to social and economic development, good corporate citizenship, environmental responsibility, fair labour practices and good consumer relations.

    Based on its monitoring activities, the SEC is satisfied that the group is addressing the matters required to be monitored as detailed in its mandate in the appropriate manner and that it has effectively discharged its responsibilities.

    Dr Sizakele Marutlulle

    Chairman of the social and ethics committee

    28 October 2021