Social ethics and transformation committee report

The purpose of the report is to share with shareholders and other stakeholders how the committee discharged its responsibilities in accordance with its mandate. The mandate of the committee is contained in formal terms of reference, which are amended as necessary. The committee's terms of reference are approved by the committee and thereafter reviewed and approved by the board annually. The terms of reference guide the committee in performing its oversight role to ensure that the Group, as a responsible corporate citizen, conducts business in an ethical and sustainable manner and that its reputation is safeguarded.

COMPOSITION OF THE COMMITTEE

The members of the committee for the period under review were as follows:

• AM Mothupi (Chairman and independent non-executive director)
• Dr MP Ngatane (independent non-executive director)
• PJ Golesworthy (independent non-executive director)
• Dr SB Viranna (Group Chief Executive Officer and executive director)

Senior executives and functional heads attend meetings of the committee, as appropriate. All members of management who present on various matters are experts on each of the disciplines or areas falling within the mandate of the committee specified in regulation 43(5) of the Companies Act. The Chairman of the board is a standing invitee. The committee met three times during the year under review, and the proceedings of each meeting were reported to the board.

RESPONSIBILITIES

The committee has a statutory responsibility to monitor the Group's activities in terms of the Companies Act with regard to matters relating to:

• ethics and business integrity
• social and economic development;
• good corporate citizenship;
• environment, health, patient and public safety;
• consumer relationships; and
• labour and employment practices.

The committee has the responsibility to draw matters within its mandate to the attention of the board and to shareholders.

FUNCTIONING

The committee oversees the Group's social and organisational activities relating to the environment and its stakeholders. It monitors the Group's sustainability performance to ensure that the organisation's business integrity framework supports its culture, it is seen as a responsible corporate citizen, and that there is a balance between the Group and the accompanying needs, interests and expectations of all its stakeholders.

The committee, together with the clinical quality and safety committee of the board, also pays credence to the ethical standards adopted by the Company in ensuring and promoting moral and social values such as patients' welfare and safety, patients' privacy, clinical quality and compliance with relevant legislation.

During the financial year ended 30 September 2019, the committee undertook an exercise aimed at aligning the committee's mandate and focus areas with the Group's values and strategic focus areas.

The key issues addressed by the committee during the year under review included the following:

• The finalisation of the Group's global code of conduct and the accompanying roll-out and implementation plan in this regard. Our code requires all employees and others to be treated with fairness, equality and respect to foster an open, transparent, progressive and trusting environment that is free from prejudice, discrimination and harassment
• The appointment of a Group Ethics Officer and the creation of a Group ethics management committee that will manage ethics and business integrity from a holistic perspective
• The appointment of a Group Sustainability Manager and the creation of a Group sustainability management committee that will manage sustainable development imperatives at a Group level
• The environment, health and public safety and compliance to relevant legislation
• Pending legislation or recently enacted legislation that may have a potentially material impact on the Group eg POPIA, labour and employment equity legislation
• The Group's transformation strategy and review of the Group's transformation initiatives
• Employment equity targets for the southern Africa business and other transformation imperatives for the International operations
• Performance with regard to the B-BBEE scorecard, procurement and enterprise development, and effective and ethical leadership
• Skills and other development programmes aimed at employees' education
• Labour and employment practices and policies
• Corporate social initiatives including the Company's role in society
• Consumer relationships and reputation management, including the Group's advertising, public relations and compliance with consumer protection laws

CONCLUSION

The committee was pleased to note that the Group retained its position as a constituent of the FTSE/JSE Responsible Index based on the FTSE environmental, social and governance (ESG) rating. This achievement reinforces the committee's view that ESG responsibilities are imperative to the Group. Based on its monitoring activities for the year, no substantive non-compliance with legislation and regulations relevant to the committee's mandate was raised. The committee is satisfied that it has discharged its responsibilities in accordance with its mandate for the year ended 30 September 2019.

Audrey Mothupi

Chairman: social, ethics and transformation committee