Social and Ethics Committee Report

Remgro Limited / ESG and Sustainability / Social and Ethics Committee Report

The Social and Ethics Committee (the committee) assists the Board in overseeing and reporting on Remgro’s ethics, responsible corporate citizenship, ESG, sustainable development, legal compliance and stakeholder relationships. During 2024 the Strategic ESG Committee was merged with the committee to improve Board efficiency and work in line with the 2024 amendments to the Companies Act. This report by the committee is prepared in accordance with the requirements of the Companies Act (No. 71 of 2008), as amended (Companies Act), and the King IV Report on Corporate Governance for South Africa (2016) (King IV), and describes, inter alia, how the committee has discharged its statutory duties in terms of the Companies Act and its additional duties assigned to it by the Board in respect of the financial year ended 30 June 2025. The Social and Ethics Committee is informed by the Operational ESG Committee, which is an executive committee now chaired by Remgro Executive Board member, Ms M Lubbe.

Committee members and attendance at meetings

The committee comprises five suitably skilled and experienced members appointed by the Board, the majority of whom are, as recommended in King IV, neither involved in the day-today management of Remgro’s business nor been involved at any time during the previous three financial years. The members of the committee for the year under review are set out in the table below. The Chairman of the committee is Mr Murphy Morobe, an independent non-executive director.

Composition of the committee

Committee member (1) Number of
meetings
held		 Number of
meetings
attended
M (Murphy) Morobe (Chairman) 4 4
S E N De Bruyn 4 3
N P Mageza(2) 4 3
P J Moleketi(3) 4 3
P J Uys(4) 4 2
M Lubbe(5) 4 4
K S Rantloane(6) 4 3

 

(1) Abridged curriculum vitae of all the directors of the Company are set out here.
(2) Mr N P Mageza retired as a member of the committee with effect from 30 June 2025.
(3) Mr P J Moleketi was appointed with effect from 18 September 2024.
(4) In light of the recent amendments to the Companies Act, Mr P J Uys resigned as a member of the committee with effect from 24 March 2025, as he is not a director of the Company. Mr P J Uys attended the committee’s meetings by invitation until his retirement on 31 July 2025.
(5) Ms M Lubbe was appointed with effect from 1 July 2024.
(6) Mr K S Rantloane was appointed with effect from 1 July 2024.

 

Role and responsibilities

The committee’s role and responsibilities are governed by a formal charter, which was reviewed and approved by the Board on 24 March 2025. The charter is subject to an annual review by the Board.

The main objectives of the committee are to assist the Board in monitoring the Group’s performance in respect of ethics, responsible corporate citizenship, ESG, sustainable development, compliance and stakeholder relationships. This is done by, inter alia, monitoring the key sustainable development practices of the Group as set out below, thereby assisting the Board in achieving its objectives of doing business ethically and sustainably.

Remgro’s separately operated subsidiaries Wispeco Holdings Proprietary Limited (Wispeco), Siqalo Foods Proprietary Limited (Siqalo Foods), Rainbow Chicken Limited (Rainbow), Capevin Holdings Proprietary Limited (Capevin) and RCL Foods Limited (RCL Foods) have all established their own social and ethics committees which operate independently from this committee. Remgro’s representatives on the boards of wholly owned subsidiaries, Wispeco and Siqalo Foods also have standing invitations to attend the meetings of those committees, ex officio. During the year under review, the aforementioned companies also submitted reports (where applicable) of their respective social and ethics committees’ activities to this committee.

Furthermore, during the year under review, Siqalo Foods, Wispeco, Maziv Proprietary Limited (a wholly owned subsidiary of Community Investment Ventures Holdings Proprietary Limited), RCL Foods and Rainbow made presentations to the committee and reported specifically on their sustainability strategies and the social and ethics governance activities of their respective businesses.

The committee is satisfied that it has fulfilled all its duties in accordance with its annual programme, as further detailed below.

Policy review

The committee is responsible for developing and reviewing the Group’s policies with regard to the commitment, governance and reporting of the Group’s key social and ethical performance and for making recommendations to management and/or the Board in this regard. During the year under review, the committee reviewed its charter, as well as the Company’s Code of Ethics, Gifts Policy and gifts register, particularly as it applies to directors, the BBBEE performance, Social Media Policy, Code of Ethics Hotline and reports, HIV/Aids Policy as well as Safety, Health and Environmental Management Policies and implementation. It further considered CSI expenditure, non-financial reporting and data assurance, ESG and climate change strategies and risk management.

Monitoring of sustainable development practices

Since the 2024 merger of the Strategic ESG Committee and the committee, this committee provides strategic direction and oversight in support of Remgro’s commitment to best practice in Environmental, Social and Governance (ESG) performance and stewardship of ESG in its investment portfolio. The charter and remit of the committee specifically include climate change, energy and natural resources conservation, environmental and supply chain sustainability, human rights, diversity and inclusion, fair and equitable remuneration and other ESG matters that might become relevant and material. The charter includes the key functions of the previous Strategic ESG Committee.

The Board and the Committee monitor Remgro’s ESG performance and stewardship through policies, frameworks, standards and guidelines. It receives the strategy and policy recommendations and reports on progress via the Operational ESG Committee and directly from the social and ethics committees of its subsidiaries.

In the execution of its duties, the committee has reviewed the key sustainable development practices of the Group, specifically relating to:

  • responsible investment policy and framework;
  • ethics and compliance;
  • fraud, bribery and corruption detection and response;
  • corporate social investment;
  • stakeholder relations;
  • broad-based black economic empowerment;
  • health, safety and environmental hygiene and public safety;
  • labour relations and working conditions;
  • training and skills development;
  • management of the Group’s environmental impacts; and
  • human rights and anti-child labour principles.

The committee’s oversight role also includes the monitoring of any relevant legislation, other legal requirements or prevailing codes of best practice, specifically with regard to matters relating to social and economic development, good corporate citizenship, employment equity, the environment, health and public safety, consumer relationships, as well as labour and employment and overall ESG matters.

The ESG and Sustainability Report provides a full understanding of Remgro’s efforts to contribute to measurable and positive social and environmental impact and value creation for all its stakeholders, while doing business sustainably. Remgro has for the past two years reported on climate-related matters. The latest disclosure on climate change can be found in the Climate Report.

The committee further monitors Remgro’s participation and results achieved in external surveys in respect of any ESG and sustainability aspects pertaining to the Group.

Public reporting and assurance

The committee, together with the Audit and Risk Committee, is responsible for reviewing and recommending for approval the annual sustainability content included in the Integrated Annual Report and published on the Company’s website at www.remgro.com. The committee is also involved in determining and making recommendations on the future need for external assurance of the Group’s public reporting on key elements of its sustainable development performance. The Group is strengthening its non-financial internal assurance capability. The committee has reviewed the content of the Abridged ESG and Sustainability Report included in the Integrated Annual Report and the detailed ESG and Sustainability Report, and recommended it for approval by the Board.

The committee is also required to report through one of its members to the Company’s shareholders on the matters within its mandate at the Company’s Annual General Meeting to be held on 27 November 2025. In the Notice of the Annual General Meeting, shareholders are referred to this report by the committee, read with the detailed ESG and Sustainability Report. Any specific questions to the committee may be sent to the Company Secretary prior to the meeting. Committee members will be attending the Annual General Meeting to deal with any questions.


Murphy Morobe
Chairman of the Social and Ethics Committee

Stellenbosch
22 September 2025