SOCIAL AND ETHICS COMMITTEE

At the board meeting held on 15 February 2012, it was agreed that the Transformation committee would perform the duties of a Social and Ethics Committee as required in the Companies Act 71 of 2008, (the Act”) and be renamed the Social and Ethics Committee (SEC).  The members of the previous transformation committee were appointed as the first members of the SEC and the composition is in line with the requirements of the Act.

The SEC acts as the committee for the South African subsidiary companies of Woolworths Holdings Limited who are required to have an SEC in terms of the Act. 

The main purpose of the committee includes monitoring of the company’s activities, having regard to any relevant legislation, other legal requirements or prevailing codes of best practice, with regard to matters relating to social and economic development, good corporate citizenship, the environment, consumer relationships and labour and employment.

Members: Chris Nissen (Chairman), Tom Boardman, Simon Susman, Thina Siwendu and Sindi Zilwa and the Group Chief executive officer.

The SEC terms of reference include statutory requirements in terms of social and ethics and the previously approved Transformation terms of reference.

The Committee’s terms of reference include the following responsibilities:

Statutory

• to monitor the company’s activities, having regard to any relevant legislation regulations, and prescribed legal requirements or prevailing codes of best practice, with regard to matters relating to:
  • social and economic development, including the company’s standing in terms of the goals and purposes of:
    • the 10 principles set out in the United Nations Global
    • Compact Principles;
    • the OECD recommendations regarding corruption;
    • the Employment Equity Act; and
    • the Broad-Based Black Economic Empowerment Act;
  • good corporate citizenship, including the company’s:
    • promotion of equality, prevention of unfair discrimination,
    • and reduction of corruption;
    • contribution to development of the communities in which its activities are predominantly conducted or within which its products or services are predominantly marketed; and
    • record of sponsorship, donations and charitable giving;
  • the environment;
  • health and public safety;
  • the impact of the company’s activities and of its products or services;
  • consumer relationships;
  • the company’s advertising and public relations;
  • compliance with consumer protection laws;
  • labour and employment, including:
    • the company’s standing in terms of the International Labour Organisation Protocol on decent work and working conditions; and
    • the company’s employment relationships, and its
    • contribution toward the educational development of its employees;
• accept the role of the Social and Ethics committee for the company and the South African subsidiary companies that are required to have a Social and Ethics committee in terms of the Act;
• to draw matters within its mandate to the attention of the Board as occasion requires; and
• to report, through one of its members, to the shareholders at the company’s annual general meeting on the matters within its mandates.

Transformation

• providing input and recommending to the board on the overall targets for the company, the scorecard component targets and the timing thereof;
• approving the appointment of a verification agency;
• monitoring progress towards achievement of set equity ownership targets;
• reviewing and recommending to the Nominations committee targets for black and women representation at board level;
• reviewing succession plans of black and black women representation at senior executive and board level;
• approving the Employment equity plan submitted to the Department of Labour;
• monitoring quantitative and qualitative progress towards the achievement of Employment equity plans;
• reviewing and recommending Skills development plans in line with the Skills Development Act;
• monitoring progress against the Skills development plan;
• reviewing and approving Woolworths preferential procurement policy;
• reviewing and approving Enterprise development policies; and
• reviewing and recommending Socio-economic development targets.

The committee meets four times a year and the committee Chairman reports back to the board on the activities of the committee. The minutes of the committee meetings are circulated to all directors.

Employee share ownership scheme
The purpose of the BEE scheme was to empower eligible Woolworths employees by enabling them to acquire a shareholding equal to approximately 10% of the ordinary issued share capital of the company. The scheme will operate for an eight-year period and terminates on 30 June 2015.

A share ownership trust was established in May 2007 in order to manage the BEE employee share ownership scheme. The trust is administered by five trustees who manage the scheme in terms of the Trust deed. There are three trustees who are independent of the company, including the Chairman Dolly Mokgatle. Two trustees are elected by the company. The trustees meet twice a year and the minutes of their meetings are circulated to the Social and ethics committee.