The committee was established by the Board of Directors on 21 February 2012, in accordance with the requirements of the Companies Act of 2008 (the Act), section 72(4) and Regulation 43(2).
The committee has an independent role. Its members include three non-executive directors, two of which are independent, two executive directors and the General Manager: Merafe Chrome. Independent non-executive director Belese Majova chairs the committee.
The committee assists the Board in monitoring the Group’s activities in terms of legislation, regulation and codes of best practice relating to:
| • | ethics |
| • | stakeholder engagement, including employees, customers, communities and the environment |
| • | strategic empowerment and compliance with transformation codes and is
responsible for: – monitoring the Company’s activities relating to social and economic development, good corporate citizenship, the environment and health and public safety – ensuring appropriate short- and long-term targets are set by management – monitoring progress on strategic empowerment and performance against targets – monitoring changes in the application and interpretation of empowerment charters and codes – monitoring functions required in terms of the Companies Act and its regulations |
To meet its responsibilities the committee receives reports on the progress that both Merafe and the Venture have made in terms of the issues covered by its terms of reference. A senior representative of the Venture attends specific committee meetings where the focus is on the Venture.
In addition to the above the committee:
| • | reviewed and updated the Company’s Code of Ethics, the Board charter, the committee’s terms of reference, and CSI policy |
| • | reviewed and assessed legislation applicable to Merafe, the Venture and the committee |
| • | assessed the Company’s compliance with King III. The Company complies with King III principles, save as otherwise noted and explained in this integrated annual report |
| • | continually assessed Merafe’s and the Venture’s transformation performance with specific reference to the Mining Charter and the B-BBEE Codes of Good Practice |
| • | continually assessed Merafe’s corporate social investment. In this regard, the committee continued to oversee and support Meriti and Boitekang school projects as set out in Social capital and stakeholder responsiveness of this report. The committee has in the past visited the schools and further visits to assess progress are planned in 2016 |
The members of the committee believe that Merafe is substantively addressing the issues it is required to monitor in terms of the Companies Act, however, we recognise that the functioning and scope of the committee is a work in progress.
Belese Majova
Chairperson