Social and Ethics Committee report

The Social and Ethics Committee's responsibilities encompass monitoring and regulating the Group's social and ethics performance, and its impact 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 the Group's ethics performance, adherence to human rights principles and sustainability. The committee was established under the terms of the Companies Act.

The continued enhancement of the Group's ethical culture is a priority for the Board (through the Social and Ethics Committee and other relevant committees) and executive management. This takes on greater significance against the backdrop of recent corporate failures, the challenging macroeconomic environment and the ongoing fight against corruption and fraud.

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 throughout the reporting period.

During FY23 and to date, the following were some key activities and outcomes from the Social and Ethics Committee:

• Monitored the employee annual Code of Conduct and anti-bribery and corruption training. In addition, monitored compliance with the Group's Code of Conduct to ensure that robust controls remain in place. This included considering the effectiveness of the Group's Code of Conduct, which was amended during the reporting period, as well as effective management of the whistleblowing hotline.
• Monitored progress on employment equity in the South African subsidiaries, focusing on the subsidiary plans versus the Department of Labour targets. Monitored that there was no discrimination, and that decent working conditions prevailed in the Group. Ensured that any discrimination reported was investigated in terms of the Group's policies and guidelines.
• Oversaw the continued improvement or at the very least maintaining the Datatec consolidated BBBEE contributor status for the South African subsidiaries. WestconGroup SA retained Level 1 BBBEE contributor status; Logicalis SA maintained its Level 1 rating and Datatec's combined South African entities were a Level 3 rating.
• Monitored the Group's standing in terms of the 10 principles of the United Nations Global Compact, through the letters of representation process. Ensured that global subsidiaries are adhering to local health and safety regulations applicable to their jurisdictions.
• Oversaw the Group's response to the CDP reporting and other climate change initiatives.
• Reviewed the Group's social investment and donations within the communities in which we operate and monitored that there were no donations to politically exposed persons.
• Reviewed the Group's reports on health and safety.
• Logicalis International, Logicalis Latin America and Westcon International refreshed their online annual Code of Conduct and anti-bribery and corruption training and ensured they were rolled out to all their employees by means of training programmes.

The committee will continue to guide the Group to ensure it does business responsibly and ethically. In FY24 and beyond, the committee will focus on the following key initiatives in addition to its other objectives.

• Oversee the Group's approach to climate change and target setting.
• Monitor employee wellbeing given the economic and social challenges.
• Oversee the enhancement of the culture of ethics and ethical leadership in the Group.
• Monitor the employment equity practices in the South African operations and non-discrimination in the Group.
• Oversee the continued support of youth employment and skills by the South African subsidiaries through learnerships and internships.
• Deepening ethics awareness and overseeing greater awareness by employees and third parties of the Group's anti-bribery and corruption hotline.
• Develop a consolidated strategy for Group social investment and donations.
• Oversee the Group's environmental and social strategy framework and ensure that the Group conducts business in a sustainable manner.

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 the reports from the subsidiaries relating to Code of Conduct and anti-bribery and corruption training. During the reporting period, the centralised whistleblowing hotline operated effectively and efficiently. The Groupwide, centralised whistleblowing hotline allows Code of Conduct and anti-bribery and corruption allegations to be reported centrally to the Group Chief Risk Officer (“CRO)” and General Counsel.

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, the committee oversees the Group's contribution to the development of communities in South Africa and beyond through the Datatec Educational and Technology Foundation.

For more information see transformation and BBBEE.

The committee draws matters relating to employment equity, BBBEE, corporate social investment (“CSI”) and labour to the attention of the Board and reports on them to shareholders at the AGM.

No human rights incidents or those contrary to the 10 principles of the United Nations Global Compact were reported during FY23 and to date. The Group operations have robust supplier on-boarding policies which they adhere to when conducting due diligence with new partners. These policies include, amongst other things, compliance with the Groups's Code of Code and anti-bribery and corruption policies, in order to mitigate the risks associated with violations of human rights incidents. 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. The Department of Labour conducts regular audits related to employment equity and labour laws. Subsidiaries operating in other jurisdictions adhere to the labour laws relevant to them and report on any major changes in labour law to committee and the ARCC.

Health and safety reports are reviewed annually by the committee and at least quarterly at the subsidiary audit committees and risk forums. The Group operates in over 50 countries and subsidiaries keep abreast and comply with relevant health and safety legislation in the jurisdictions they operate in. The health, safety and wellbeing of our employees continues to remain a priority.

For more information see health and safety.

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. There were no issues identified in the committee appraisals and the committee was satisfied with the manner in which it has operated during the reporting period.

Stephen Davidson

Chair, Social and Ethics Committee

May 2023