Sustainability, environmental, social, governance (ESG) framework

The committee’s primary role is to supplement, support, advise, and provide guidance on the effectiveness of sustainable development and social and ethics related matters, and to ensure that the Group is and is seen to be a responsible corporate citizen.

The committee:

• Ensures that the Company is and remains a committed, socially responsible corporate citizen.
• Reports on organisational ethics, sustainable development, and stakeholder relationships.
• Ensures compliance with statutory duties and encourages leading practice by having the committee progress beyond mere compliance to contribute to value creation.
• Oversees the Group’s SDGs and ESG approach, including the execution thereof.
• Monitors our impact on climate change, including greenhouse gases from our operations, water and electricity resources, food security, health, and infrastructure.
• Monitors the Company’s social impact, oversees compliance and ensures sound ethical and governance practices.
• Responsible for the oversight of transformation management, ensuring that management has implemented and maintained an effective transformation management process in the Group.
• Assists the Board to lead transformation within the Company and ensure appropriate policies and procedures are in place.
• Ensures compliance with the amended B-BBEE Codes of Good Practice as revised from time to time.
• Managing and ensuring best environmental practices.

The committee has an independent role with accountability to both the Board and shareholders. The committee does not assume the functions of management, which remain the responsibility of the executive directors, executive management and other members of senior management.

The committee:

• Is responsible for overseeing and reviewing the integrated reporting process.
• Reviews the annual financial statements, interim reports, and preliminary results announcements.
• Ensures integration in terms of integrated reporting and the application of our business model.
• Ensures that the combined assurance model is applied.
• Oversees the internal audit function.
• Responsible for risk management and considers the top risks and monitors the progress of mitigating risks. Findings and recommendations are reported at Board level.
• Responsible for the governance of technology and information.
• Oversees the integration of environment-related risks into the risk management framework.
• Oversees the levels of assurance applied to integrated reporting suite.
• Recommends the services of the external auditor.

The committee’s main purpose is to implement the guiding principles in the application of remuneration governance, practices, and policies and to ensure that the Group remunerates fairly, responsibly and transparently so as to promote the achievement of the strategic objectives and positive outcomes in the short-, medium- and long-term.

The committee:

• Reviews and approves the remuneration and benefits policy and the reward philosophy and strategy adopted by the Company.
• Ensures that the Company remunerates responsibly, fairly, and transparently.
• Reviews and approves the reward philosophy and strategy.
• Determines the remuneration packages of the executive directors and senior managers.
• Recommends to the Board the fees to be paid to non-executive directors for their services.

The committee’s main purpose is to ensure that the Board comprises the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively.

The committee:

• Is the custodian of appointments to the Board.
• Assists the Board in identifying suitable candidates for appointment for election by the shareholders at the AGM.
• Oversees the application of good corporate governance practices as defined by King IV™.