Governance
report

Social and Ethics Committee report

"EOH recognises that social transformation is critical for the sustainability of the Group and a number of initiatives to promote diversity and inclusion were implemented during the year. Entrenching an ethical culture remains a priority and we provided further support for employees through an employee assistance programme."

Bharti Harie Chairperson, Social and Ethics Committee

FOCUS FOR 2022

Socialise and embed the integrated sustainability strategy and supporting activities across the Group
Review and update the stakeholder engagement analysis and plan
Reskilling and upskilling in technology-related fields
Drive phase two of the diversity and inclusion strategy across the business
Build on and deliver on commercial solutions driving social good
Implementing of initiatives to holistically and broadly address thematic issues identified from the whistleblowing and forensic investigations
Embed an ethically driven public sector engagement framework with the view to increasing business at the same time as learning from the lessons of the past
Continued automation and digitisation of controls to drive ethical behaviour
New socioeconomic development strategy to be developed

COMMITTEE COMPOSITION

Bharti Harie*** (Chairperson of the committee)
Sipho Ngidi
Jabu Moleketi
Nosipho Molope***
Dr Lynette Moretlo Molefi*
Ismail Mamoojee**

*	Resigned 23 October 2020
**	Resigned 20 January 2021
***	Appointed 1 January 2021

The number of meetings and attendance per committee member are shown in Corporate governance.

Regular invited attendees: the Chief Executive Officer, the Chief Financial Officer, the Chief Risk Officer.

The summaries in Board of directors provide the directors' qualifications and experience.

COMMITTEE PURPOSE

The responsibilities of the Social and Ethics Committee ('the committee') include monitoring EOH's activities in terms of legislation, regulations and Codes of Best Practice relating to ethics, stakeholder engagement, strategic empowerment and compliance with transformation codes.

The committee provides guidance to management regarding international best practice in respect of its duties relating to social, ethics, transformation and sustainability issues.

The committee is responsible for:

the ethical conduct of the Company, its executives and senior officials, including review and approval of the EOH Code of Conduct;
review and approval of anti-corruption policies to ensure a zero-tolerance approach that is futureproof;
policy for sustainable development, including targets and recommendations to the Board of directors, aligned to the UN 2030 Agenda;
policy for B-BBEE, Employment Equity (EE), diversity and transformation, including principles, targets, initiatives, programmes, and implementation;
compliance and alignment with the B-BBEE Act 53 of 2003 as amended by the B-BBEE Act 46 of 2013, monitoring achievement;
Company performance as a good corporate citizen, as defined in the King IV Report on Corporate Governance for South Africa 2016 (King IV);
guidance on the social and economic development activities of the Company including health, public safety, and the environment;
guidance regarding stakeholder engagement, including the development of communities and associated sponsorships and donations;
the responsible management of data and compliance with the PAIA Manual and the Protection of Personal Information Act ('POPIA'); and
monitoring changes in legislation and to social and ethical codes, to ensure that the Company is compliant.

ACTIVITIES DURING THE YEAR

The Social and Ethics Committee was re-established in September 2019, with a refreshed membership. It has been mobilised to deliver governance of all relevant aspects of section 72 of the Companies Act, read in conjunction with Regulation 43 of the Companies Regulations, 2011.

Focus areas	Response
Diversity and inclusion	Monitoring the implementation of B-BBEE in terms of employment equity, ownership, enterprise development, and skills development Inclusion strategy roll-out, including training and roundtables on unconscious bias, psychological safety, allyship and gender diversity Implementation of the Youth Solvers programme focusing on generational diversity Signatory of the United Nations Women Empowerment Principles and 30% club Women in leaders' programme Talent management implementation
Sustainability	Identified eight SDGs aligned to EOH's six sustainability themes Developed and implemented a Group sustainability policy and strategy Development and roll-out of Group EHS operating standard Group EHS Committee established Build of an OHS application in progress Mission 1.5 – project aimed at setting reduction targets to reach net zero carbon footprint Emissions dashboard developed and tracked
Ethical culture	Detailed ethics programme developed and implemented across the Group Focus on ethics programme training including, but not limited to, the Code of Conduct Programme designed to move EOH up on the corporate governance maturity curve Second organisation-wide ethics survey conducted and results compared against the first to identify improvements and developmental areas Improvements in technology to drive ethical behaviour
Employee wellness	Implementation of integrated employee wellness Roll-out of bimonthly wellness Wednesdays Home-based medical assessments New service provider appointed for employee wellness Employees granted five duvet leave days

TRANSFORMATION AND B-BBEE

The Board recognises that social transformation is critical for the sustainability of the Group and the committee continued the ongoing drive towards economic and social equity through the process of B-BBEE. The best measure of EOH success in this regard is the ongoing attainment of a Level 1 contributor rating, under the South African Department of Trade, Industry and Competition ('dtic') Code of Good Practice, the highest rating of its peers on the JSE.

The committee is focused on the status of the company's B-BBEE rating and each of the pillars has a nominated business champion responsible for implementing and monitoring performance against stated targets. These champions form the B-BBEE Council that meets on a quarterly basis. In the year the Company recruited a Group Transformation Manager whose mandate is to ensure alignment and achievement of targets.

The Group recognises the importance of culture in sustainable transformation and in the year has engaged in activities that build on the strategic principle that an inclusive culture is an enabled culture. Through focused interventions on unconscious bias, allyship, gender and generational diversity roundtables, a platform for courageous conversations is supported across the business. Employment equity committee members were the first to participate in a programme designed around psychological safety, microaggressions and unconscious bias.

REPORTING AND COMPLIANCE

With the implementation of lockdown regulations the business ensured full compliance and delivered on a solution to assist employees.

EOH complies with the relevant environmental, social and governance regulatory reporting requirements. Such reporting is guided by the Global Reporting Initiatives ('GRI') Standards.

CONCLUSION

EOH has the necessary policies and programmes in place to advance social and economic development, sound ethical behaviour, fair labour practices, responsible environmental practices and good customer relations. The Company continues to work diligently to ensure justice and root out wrongdoing. The committee confirms that EOH gives the necessary attention to its transformation, social and ethics responsibilities and has complied with the required regulatory requirements. The committee is satisfied that it discharged its responsibilities set out in its terms of reference during the year.

Bharti Harie
Chairperson, Social and Ethics Committee

26 October 2021