From Integrated Annual Report for the year ended 31 December 2023

The social, ethics and transformation committee (‘the committee’) is constituted as a formal committee of the board in accordance with the Companies Act read with the regulations promulgated thereunder and King IV.

The committee’s terms of reference detail its composition, functioning and duties in terms of the Companies Act, the JSE Listings Requirements and King IV, as well as responsibilities allocated to it by the board. The board approved terms of reference are annually reviewed for relevance.

This report should be read together with the corporate governance report, the stakeholder relations report and the sustainability report which reports will provide stakeholders with a comprehensive review of how the group creates sustainable value.

The group is committed to endorsing the 10 principles set out in the United Nations Global Compact Principles (‘UN Compact’), advocated by the Universal Declaration of Human Rights and International Labour Organisation.

Role and responsibilities of the committee

The committee acts in terms of the board’s delegated authority and performs an independent oversight function. It assists the board in monitoring the group’s and that of its subsidiaries’ activities and disclosures in terms of law and codes of best practice relating to:

embedding an ethical culture in the organisation;

the environment, health and public safety, including the impact of its activities and of its products, and the annual review of the group’s environmental policy;

corporate social investment, including sponsorships, donations and charitable giving;

stakeholder relations including consumer relationships and contribution to the development of the communities in which it operates;

strategic empowerment and transformation;

labour and employment, including the group’s standing in terms of the International Labour Organisation (ILO) protocol on decent work and working conditions; its employment relations and contribution toward the educational development of its employees;

promotion of equality, prevention of unfair discrimination, and zero tolerance of corruption;

compliance by the group’s supply chain with the group’s ethical standards.

Composition and functioning of the committee

The committee comprises independent non executive directors, Mamokete Ramathe, the chairperson, and Rajendren Naidu. The chairman of the board, Gary Bell, Ashley Bell, the newly appointed chief executive, and Karen van Haght, the executive group finance director, are also members of the committee. The members of the committee are nominated and appointed by the board. The five suitably skilled and experienced members have an appropriate mix of talent with a majority of non executive directors who are not involved in the day to day management of the business. Both the human resource executive and the chief strategy officer attend the meetings of the committee as standing invitees.

The effectiveness of the committee is assessed as part of the board and committee self evaluation process. The latest self assessment was undertaken in December 2023 and the outcome of such assessment will be considered by the committee in the first half of 2024.

Attendance at committee meetings and fees paid to committee members for the proposed fees for 2023 are detailed in the Leadership report.

Focus areas of the committee

During the course of the reporting period the committee met three times. The following focus areas were considered by the committee:

In understanding the importance of the committee’s oversight role in respect of the environmental, social and governance (‘ESG’) factors used in measuring the sustainability of an organisation, ESG was a standing agenda item for each meeting in order for the committee to focus on meaningful disclosure, the anticipation of risk and the identification of opportunities. An external service provider was appointed to assist the group in 2024 with commencing its ESG journey by developing a framework to ensure compliance required from an ESG reporting perspective.

Good corporate citizenship

The committee supported the importance of building the ethical culture of the organisation by evaluating the progress made towards the maturation of the ethical culture within the group and reporting such progress to the board. The committee continued to monitor the code of ethics and the application of such ethical leadership principles throughout the group to ensure continued ethics awareness remains a key focus area for the committee. The committee considered the Institute of Directors of South Africa’s paper on the governance of corruption: lessons for boards and social and ethics committees; and noted the guidance provided on how the committee could safeguard the company against corruption, including the importance of the tone at the top, an ethical culture, the importance of external assurance providers and effective whistleblowing facilities.

The committee monitored the group’s continued commitment to zero tolerance of fraud, theft, corruption or any similar illegal behaviour. It noted its commitment to compliance with all applicable anti bribery and anti corruption laws and regulations in line with the maturing group anti bribery and anti corruption compliance framework including the fraud risk assessments undertaken and the effective internal controls, ethics and compliance policies and management plans that have been developed to combat corruption and fraud.

Reports on material disclosures received through the group’s anonymous tip offs reporting line administered by Deloitte as well as any resultant investigations that had taken place during 2023 were reviewed, in conformance with the formalised tip offs policy.

The committee considered the annual budget in line with the group’s social and economic development. During 2023 Bell ensured its CSI/SED spend was undertaken with an ongoing focus on education. The group CSI and SED spend for 2023 was directed at community based projects as highlighted in the sustainability report.

Corporate governance

The committee undertook the annual review of its charter to ensure that the correct focus was being maintained by the committee in terms of its roles and responsibilities.

The annual work plan was reviewed to continue to align the plan with the committee’s mandate, as guided by the Companies Act and King IV, with ongoing emphasis on ESG matters.

The committee considered the relevant laws and regulations applicable to the group’s operations during the reporting period and its compliance with these. The amendments to the Financial Intelligence Centre Act, 2001 (‘FIC Act’) specifically the amendment to Schedule 1 to the FIC Act which was amended with effect from 19 December 2022 to include high value dealers in the list of accountable institutions, was noted by the Committee, understanding that in respect of those items sold by Bell Equipment in the ordinary course of its business which have an individual value of R100 000 or more, would define Bell Equipment as a high value goods dealer and accordingly an accountable institution in terms of Schedule 1 to the FIC Act. The additional responsibilities on Bell Equipment including registering as an accountable institution, the appointment of a compliance officer, the compliance with record keeping and reporting obligations in terms of the FIC Act and identifying and vetting its customers were considered by the committee.

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