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, sustainable development, legal compliance and stakeholder relationships. In doing so, the committee works closely with the Strategic ESG Committee, which oversees linkages between its own remit and those of other Board Committees, including this committee, which reports separately (see below). 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 2024.

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. In terms of the committee’s charter, at least two meetings should be held during each financial year.

Mr P J Moleketi, an independent non-executive director, was appointed as a member of the committee with effect from 18 September 2024.

Role and responsibilities

The committee’s role and responsibilities are governed by a formal charter as approved by the Board. 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, 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 main wholly owned separately operated subsidiaries are Wispeco Holdings Proprietary Limited (Wispeco) and Siqalo Foods Proprietary Limited (Siqalo Foods). Both Wispeco and Siqalo Foods have established their own social and ethics committees which operate independently from this committee. Remgro’s representatives on the boards of Wispeco and Siqalo Foods also have standing invitations to attend the meetings of those committees, ex officio. The minutes of these companies’ meetings, as well as the social and ethics committee of RCL Foods Limited (RCL Foods) were included in the agenda of the committee as a standing item. During the year under review, the aforementioned companies also submitted reports (where applicable) of their respective social and ethics committees’ activities to this committee. Capevin Holdings Proprietary Limited (Capevin), another separately operated subsidiary of Remgro, also recently established its own social and ethics committee and will provide minutes of its meetings and similar reports to this committee in due course.

Furthermore, during the year under review, Heineken Beverages Holdings Limited (Heineken Beverages) and Siqalo Foods made presentations to the committee and reported specifically on 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, Social Media Policy, Code of Ethics Hotline, HIV/Aids Policy and Safety, Health and Environmental Management Policy.

Monitoring of sustainable development practices

Remgro’s overall Environmental, Social and Governance (ESG) performance was overseen and monitored at Board level and by the Strategic ESG Committee up to end June 2024. The Strategic ESG Committee was set up to provide dedicated focus to making ESG integral to the core strategy of Remgro and has successfully delivered on that mandate and provided strategic direction to lay the foundation for Remgro to achieve its best practice ESG ambition in the coming years. An ESG Charter and governance structures provide strategic direction and oversight in support of Remgro’s commitment and that of its investee companies in relation to ESG. The Board and Strategic ESG Committee monitor Remgro’s ESG performance and stewardship through policies, frameworks, standards and guidelines. These include those of the Social and Ethics Committee.

The Remgro Board approved the merger of the Strategic ESG Committee and the Social and Ethics Committee with effect from 1 July 2024 to form the Social and Ethics and Sustainability Committee.

The Strategic ESG Committee is also responsible for the integration of ESG policies into the business operations, the Charters of other Board Committees, as well as Remgro’s future development and strategy.

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;
• corporate social investment;
• stakeholder relations;
• broad-based black economic empowerment;
• health 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. For the first time last year, Remgro published disclosures aligned to the Task Force on Climate-related Disclosures (TCFD) framework. This year a qualitative climate risk analysis was initiated, which further supports our TCFD reporting. The full TCFD Report can be found here.

The committee further monitors Remgro’s participation and results achieved in external surveys in respect of any ESG and sustainability aspect pertaining to the Group. In this regard the committee noted the external recognition and achievements by the Group, as reported here.

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. The committee is also involved in determining and making recommendations on the need for external assurance of the Group’s public reporting on key elements of its sustainable development performance. We will be upskilling some of our internal auditors to assure ESG and sustainability data. 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 28 November 2024. In the notice of the Annual General Meeting included here, 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
18 September 2024