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Social and Ethics Committee
Current members:
PJ Moleketi (Chairman), MP Moyo,
RAW Schellekens, MS Aziz Joosub.
There were no changes to the composition of the Social and Ethics
Committee during the year. Key executives attend meetings by
invitation but have no vote, including the Chief Risk Officer, Group
Company Secretary (Ethics Officer), Chief Human Resources Officer,
Chief Officer: Corporate Affairs, Chief Officer: Legal and Regulatory
and Chief Officer: Consumer Operations.
As required by the Companies Act, No 71 of 2008 (as amended) and
King III, this committee oversees and monitors Vodacom’s activities
in relation to:
À
À
social and economic development, including the principles
of the United Nations Global Compact, Black Economic
Empowerment (BEE), Employment Equity and the Organisation
for Economic Co-operation and Development’s (OECD)
recommendations on corruption;
À
À
good corporate citizenship which includes promotion of equality,
prevention of unfair discrimination, corporate social
responsibility, ethical behaviour and managing environmental
impacts;
À
À
consumer relations;
À
À
labour and employment, including skills development; and
À
À
safety, health and environmental issues.
The Social and Ethics Committee met four times during the year
with attendance as follows:
Name of director
8 May
2015
3 Sep
2015
30 Oct
2015
8 Mar
2016
PJ Moleketi
MP Moyo
RAW Schellekens
MS Aziz Joosub
The committee’s key focus areas during the year included;
À
À
driving BEE in Vodacom South Africa;
À
À
maintaining good relations with consumers;
À
À
maintaining good relations with employees and achieving
Employment Equity;
À
À
promoting and protecting the environment, health and safety;
preventing and combating bribery and corruption;
À
À
being a good corporate citizen, particularly our efforts at
protecting and advancing human rights, promoting equality and
preventing unfair discrimination; and
À
À
extending the reach and impact of our values and ethics through
our business partners and supply chain.
Board evaluation
The Chairman plays a crucial role in the Board’s overall
effectiveness. This year, the Board used a free style approach where
directors met individually with the Chairman to express their top
of mind issues around the Board’s effectiveness. Overall, directors
felt that the Board is highly effective, engagement is robust and
open dialogue is encouraged. One query was raised and this was
around the role and function of the Social and Ethics Committee
where there appeared to be overlap with other committees and
over extension of its mandate. This is being addressed with
a review in progress of the mandate against the requirements
of the Companies Act, 2008, as amended, and the proceedings
of the Social and Ethics Committee, to ensure alignment
with statutory requirements and reduction in any overlap
with other committees.
Company Secretary
All directors have access to the advice and services of the Group
Company Secretary, Sandi Linford, who is responsible to the Board
for ensuring compliance with procedures and applicable statutes
and regulations. For the Board to function effectively, all directors
have full and timely access to information that helps them do their
duties properly. This includes corporate announcements, investor
communications and information about developments that may
affect Vodacom and its operations. Directors have full access to
management as required.
The Group Company Secretary is responsible for director training.
The Group Company Secretary and Chief Executive Officer induct
new directors, which includes briefings on their fiduciary and
statutory responsibilities, as well as on the Group’s operations
as required.
Share dealings
Vodacom has a share dealing policy requiring all directors, senior
executives and the Group Company Secretary to obtain prior written
consent from either the Chairman or Chief Executive Officer to deal
in Vodacom Group shares. The Chairman has to obtain prior written
clearance from the Chairman of the Audit, Risk and Compliance
Committee. Closed periods are implemented as per JSE Listings
Requirements, during which the Group’s directors, executives and
employees are not allowed to deal in Vodacom Group shares.
Additional closed periods are enforced should Vodacom be subject
to any corporate activity requiring a cautionary announcement.
Abridged corporate governance report
continued
Vodacom Group Limited
Integrated report for the year ended 31 March 2016
62