Page 41 - Profmark_2024_Directors Guide

Additional Sections in Act relating to Enhanced Accountability
and Transparency Requirements
Section 159: Protection of Whistle-Blowers
A public company or SOC Ltd company must directly or indirectly –
■ Establish and maintain a system to receive confidential disclosures of any person as
contemplated in Section 159 and act on them, and
■ Routinely publicise the availability of that system to directors, secretaries, other
officers, employees, registered trade unions of the company, a supplier of goods or
services to a company or an employee of such a supplier
■ Any provision of a company’s MOI or an agreement is void to the extent it purports to
limit or negate Section 159.
Regulation 43: Appointment of a Social and Ethics Committee
This is compulsory for those companies prescribed by the Regulation 43 to have a Social
and Ethics Committee [listed public company or SOC Ltd or any other company that has
in any two of the previous five years achieved a Public Interest Score above 500 points],
unless:
■ It is a subsidiary of another company that has a social and ethics committee which
will perform the functions required by the regulation on behalf of that subsidiary
company, or
■ Has been exempted by the Tribunal on application. (Revocable exemptions for five
years at a time are allowed on grounds of redundancy or no basis for public interest
considering the company’s activities or because the company already has a formal
mechanism within its structures that substantially performs the same functions).
Regulation 43 sets out the composition, election of committee members and their
functions in detail.
The 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.
A company required to have a Social and Ethics Committee is required to elect members
to that Committee at each AGM of the company.
The board must appoint an advisory panel to the committee who represent the
community and public interest having regard to the location and nature of the company’s
activities. The amended Section 61 of the Amendment Act requires, inter alia, the
presentation of a Social & Ethics Committee Report to shareholders at the AGM (where
applicable).

39