Social and Ethics Committee report

Johnson Njeke Social and Ethics Committee Chairman

"The Social and Ethics Committee is tasked with overseeing the good corporate citizenship of the Group on behalf of the Board."

Johnson Njeke
Social and Ethics Committee Chairman

The Social and Ethics Committee's responsibilities encompass monitoring and regulating the impact of the Group on its stakeholders. Although management is tasked with overseeing the day-to-day operational sustainability of their respective areas of business, and reporting thereon to the Social and Ethics Committee, the Board remains ultimately responsible for Group sustainability. The committee was established under the terms of the Companies Act.

During the year under review, Johnson Njeke chaired the committee. The committee further comprises Stephen Davidson, Jens Montanana and Maya Makanjee. The committee meets at least twice a year.

The Social and Ethics Committee operates within defined terms of reference as set out in its charter, the Companies Act and the authority granted to it by the Board. Broadly, the committee is tasked with overseeing the good corporate citizenship of the Group on behalf of the Board. In conjunction with the Board, the Social and Ethics Committee has applied the principles of King IV™, including the disclosures in the Integrated Report.

The committee's role is to regularly monitor the Group's activities, with regard to any relevant legislation, other legal requirements or prevailing codes of best practice, in respect of the following:

  • Social and economic development, including the Group's standing in terms of the:
    • Ten principles set out in the United Nations Global Compact
    • Anti-bribery and corruption legislation and best practice from around the world, including OECD policy guidelines for preventing corruption, US Foreign Corrupt Practices Act and UK Bribery Act
    • Employment Equity Act
    • Broad-Based Black Economic Empowerment Act
  • Good corporate citizenship, including the Group's:
    • Promotion of equality, prevention of unfair discrimination, and reduction of corruption
    • Contribution to development of the communities in which our activities are predominantly conducted or within which our products or services are predominantly marketed
    • Record of sponsorship, donations and charitable giving
    • Environment, health and public safety, including the impact of the Group's activities and services
    • Stakeholder relationships and public relations
    • Labour and employment, including the Group's:
      • Standing in terms of the International Labour Organisation Protocol on decent work and working conditions
      • Employment relationships and the Group's contribution towards the educational development of its employees

The Social and Ethics Committee examines the application of the Group's Code of Conduct which provides a framework of "how we do business" in an honest and ethical way across the Group. On an annual basis, the Group conducts Code of Conduct training and all employees are required to complete it. The committee reviews reports from the subsidiaries relating to Code of Conduct training and anti-bribery and corruption.

Health and safety reports are reviewed annually by the committee and at least quarterly at the subsidiary level.

The committee also monitors the Group's application of BBBEE legislation in its South African operations and the promotion of equality and prevention of unfair discrimination throughout the global operations of Datatec. Furthermore, it oversees the Group's contribution to the development of communities in South Africa through the Datatec Educational and Technology Foundation.

The committee draws matters relating to employment equity, BBBEE, CSI and labour to the attention of the Board and reports on them to shareholders at the Annual General Meeting.

No human rights incidents were reported during the financial year.

In South Africa, aspects such as prohibition of child labour, compulsory labour and discriminatory practices are monitored by the Department of Labour in addition to the committee.

Social and Ethics Committee constitution and operation

The Board has established a Social and Ethics Committee under the terms of the Companies Act 71 of 2008.

The committee operates within defined terms of reference as set out in its charter and the authority granted to it by the Board and meets at least twice a year.

The Social and Ethics Committee charter is available on the Group’s website:

The composition of the Social and Ethics Committee during FY19 was:

  • Johnson Njeke (Chairman)
  • Jens Montanana (Chief Executive Officer)
  • Stephen Davidson (Group independent non-executive Chairman)
  • Maya Makanjee (independent non-executive director) – will succeed as Chair on 1 June 2019
  • Ekta Singh-Bushell (independent non-executive director)

Directors' attendance at Social and Ethics Committee meetings during FY19 and subsequently to the date of this report (all meetings were scheduled) is as follows:

6 March
  15 October
  13 March
MJN Njeke P   P   P  
M Makanjee         P  
JP Montanana P   P   P  
E Singh-Bushell     P   P  
SJ Davidson P   P   P  
P = present   
= not a director

The committee reviews its performance annually by means of questionnaires completed by individual committee members and attendees which are then discussed at Board and committee meetings. These appraisals enable the committee to evaluate its effectiveness objectively and to conclude that it is operating effectively under the terms of reference set out in its charter.

The Chairman of the committee will be available at the AGM to present its report noted above and to answer queries about the work of the committee.