See section 72(4) to (10)
| (1) | This regulation applies to— |
| (a) | every state owned company; |
| (b) | every listed public company; and |
| (c) | any other company that has in any two of the previous five years, scored above 500 points in terms of regulation 26(2). |
| (2) | A company to which this regulation applies must appoint a social and ethics committee unless— |
| (a) | it is a subsidiary of another company that has a social and ethics committee, and the social and ethics committee of that other company will perform the functions required by this regulation on behalf of that subsidiary company; or |
| (3) | A board of a company that is required to have a social and ethics committee, and that— |
| (a) | exists on the effective date, must appoint the first members of the committee within 12 months after— |
| (i) | the effective date; or |
| (ii) | the determination by the Tribunal of the company's application, if any, if the Tribunal has not granted the company an exemption; |
| (b) | is incorporated on or after the effective date, must constitute a social and ethics committee and appoint its first members within one year after— |
| (i) | its date of incorporation, in the case of a state owned company; |
| (ii) | the date it first became a listed public company, in such a case; or |
| (iii) | the date it first met the criteria set out in sub-regulation (1)(c), in any other case. |
| (4) | A company's social and ethics committee must comprise not less than three directors or prescribed officers of the company, at least one of whom must be a director who is not involved in the day-to-day management of the company's business, and must not have been so involved within the previous three financial years. |
| (5) | A social and ethics committee has the following functions: |
| (a) | To monitor 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— |
| (i) | social and economic development, including the company's standing in terms of the goals and purposes of— |
| (aa) | the 10 principles set out in the United Nations Global Compact Principles; and |
| (bb) | the OECD recommendations regarding corruption; |
| (cc) | the Employment Equity Act; and |
| (dd) | the Broad-Based Black Economic Empowerment Act; |
| (ii) | good corporate citizenship, including the company's— |
| (aa) | promotion of equality, prevention of unfair discrimination, and reduction of corruption; |
| (bb) | contribution to development of the communities in which its activities are predominantly conducted or within which its products or services are predominantly marketed; and |
| (cc) | record of sponsorship, donations and charitable giving; |
| (iii) | the environment, health and public safety, including the impact of the company's activities and of its products or services; |
| (iv) | consumer relationships, including the company's advertising, public relations and compliance with consumer protection laws; and |
| (v) | labour and employment, including— |
| (aa) | the company's standing in terms of the International Labour Organization Protocol on decent work and working conditions; and |
| (bb) | the company's employment relationships, and its contribution toward the educational development of its employees; |
| (b) | to draw matters within its mandate to the attention of the Board as occasion requires; and |
| (c) | to report, through one of its members, to the shareholders at the company's annual general meeting on the matters within its mandate. |
