The Group has established a social, ethics and transformation committee in accordance with the requirements of the Companies Act. The committee met once during the period under review. This committee executes the duties assigned to it by the Companies Act, as well as any additional duties assigned to it by the board of directors. The board remains ultimately responsible for group sustainability and has delegated certain duties in this regard to the social, ethics and transformation committee.
A formal charter has been adopted which guides the committee in ensuring that the group conducts its business in an ethical and properly governed manner and of reviewing or developing policies, governance structures and practices for sustainability.
Management reports to the committee on matters relevant to its deliberations and the committee in turn draws relevant matters to the attention of the board and reports on them to the shareholders at the annual general meeting. Mechanisms to encourage ethical behaviour such as the code of ethics, corporate citizenship policies and the whistle blower hotline were confirmed as adequate by the committee in the year. No human rights incidents were reported during the year. In South Africa, aspects such as prohibition of child labour, forced compulsory labour and discriminatory practices are monitored by the Department of Labour in addition to the committee.
The group adheres to the Franchise Association’s code of ethics, which commits the employees to high standards of integrity, behaviour, good faith and accountability in dealing with the stakeholders.
Directors, employees, employees of companies providing outsourced functions and the suppliers are required to comply with the principles of this code and to act in accordance with it.
The social, ethics and transformation committee monitors ethical behaviour in the group, and a code of conduct is in place.
Where there is any non-compliance with this code of conduct, disciplinary action is taken and consistently enforced across the group to discourage a recurrence.
The Group does not engage or condone the perpetration of any illegal acts in the conduct of its business. It is the policy of the board to actively pursue and prosecute perpetrators of fraudulent or other illegal activities of which they become aware.
The primary role of the committee is to supplement, support, advise and provide guidance on the effectiveness or otherwise of management’s efforts in respect of social, ethics and sustainable development-related matters which include:
Meets monthly or more often if required to review detailed operating performance of the company and assesses capital allocation proposals in line with the board’s mandate.
The executive and investment committee comprises the group’s executive directors. It is responsible for the daily running of the group and regularly reviews current operations in detail and develops strategy and policy proposals for submission to the board.
The CEO liaises on a regular basis with the CFO and other directors, with regard to matters concerning the daily running of the group to be raised at the committee meetings. The executive committee is responsible for, inter alia:
The company secretary is responsible for administering the proceedings and affairs of the directorate, the company and, where appropriate, owners of securities in the company, in accordance with the relevant laws. The company secretary is available to assist all the directors with advice on their responsibilities, their professional development and any other relevant assistance they may require.
During the course of the reporting period, the following acted as company secretary:
None of the company secretaries detailed above acted as directors of any companies in the Group. Accordingly, the board is comfortable that at all times during the year, an independent relationship was maintained with the executive team, the board and the individual directors in terms of Section 3.84(h) of the JSE Listings Requirements.
The board has unlimited access to the company secretary, who advises the board and its committees on issues, including compliance with group policies and procedures, statutory regulations and relevant governance principles and recommendations. The company secretary attends board and committee meetings to ensure that comprehensive minutes of meetings are recorded. The company secretary maintains an arm’s length relationship with the executive team, the board and the individual directors. The Board assesses the competence, qualifications and experience of the company secretary on an annual basis and has recorded its satisfaction in this regard in respect of the reporting period.