Social and Ethics Committee report
INTRODUCTION
The Social and Ethics Committee presents its report for the financial year ended 31 March 2013. The report is presented in accordance with the Company’s memorandum of incorporation, the requirements of the Companies Act, 71 of 2008 (“the Companies Act”) section 72(4) read together with regulation 43 of the Companies Act Regulations, 2011 (“Regulations”), and in respect of any other duties assigned to the committee by the Board.
MEMBERSHIP
The membership of the committee comprised the followingnon-executive directors of which three are independent:
J Molobela (chairman)
L Maasdorp
K Kweyama
F Petersen
LL von Zeuner
Resignations
J Huntley – 24 October 2012 – resigned
JN Hope – 24 October 2012 – resigned
NP Mnxasana – 24 October 2012 – not re-elected by shareholders
Y Waja – 24 October 2012 – retired
NP Dongwana – 2 November 2012 – resigned
In addition, the GCEO; the CFO, chief of Regulatory and Corporate Affairs and chief of Human Resources are also permanent invitees to meetings.
Qualification details of the current members of the Social and Ethics Committee are set out on page 61.
Details of meeting attendance can be found on page 55.
DUTIES PERFORMED
During the financial year ended 31 March 2013, the committee convened three times to discharge both its statutory and board responsibilities. As an overview only, and not to be regarded as an exhaustive list, the committee carried out the following duties:
| • |
Reviewed the sustainability issues and plan for
the Group; |
| • |
Assessed the effectiveness of the Group’s B-BBEE plan
as pertains to transformation of the organisation; |
| • |
Reviewed the charitable giving function which
is implemented through the Foundation to ensure alignment of the function with the overall
company strategy; |
| • |
Reviewed the Group’s human resources operations
report as it pertains to labour practices and decent work; |
| • |
Discussed the 54 pieces of legislation falling under the
ambit of the committee identified by management; |
| • |
The committee further discussed the impact and
controls of non-compliance to each of the legislation; |
| • |
Obtained regular updates from management regarding
compliance matters; |
| • |
Obtained regular updates from management regarding
Telkom’s compliance with the JSE SRI and the Group’s
plan to address gaps identified during the review; |
| • |
Reviewed the adequacy and effectiveness of the
Business Code of Ethics and other policies relevant to
the committee; |
| • |
The committee has received regular reports on matters
relating to the management of the Group’s ethics,
which included updates on matters reported to the
ethics helpline/mailbox; |
| • |
The committee received reports on matters relating
to the prevention, detection and investigation of
fraudulent activity or misconduct within Telkom,
including corrupt activities; |
| • |
The committee has received reports on matters relating
to consumer complaints and satisfied itself that the
Group was not in breach of the Consumer Protection
Act through these complaints; and |
| • |
The committee has received reports on matters relating
to sponsorships awarded by Telkom. |
The committee has received and dealt with matters
reported through the ‘whistle-blowing line’.
CONCLUSION
The committee is satisfied that it has fulfilled its obligations
in respect of the Social and Ethics Committee terms of
reference and work plan as well as its mandate according
to the Companies Act.
J Molobela
Chairman of the Social and Ethics Committee
13 June 2013 |
