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Transformation and Sustainability Committee Charter

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Transformation and Sustainability Committee Charter Powered By Docstoc
					Transformation and Sustainability
       Committee Charter
Contents


1.   CONSTITUTION....................................................................................................... 3
2.   MEMBERSHIP ......................................................................................................... 3
3.   PURPOSE OF THE COMMITTEE ........................................................................ 3
4.   RESPONSIBILITIES OF THE SUSTAINABILITY COMMITTEE .................... 4
5.   SUSTAINABILITY EVALUATION FRAMEWORK ............................................ 5
6.   FREQUENCY OF MEETINGS............................................................................... 5
7.   AUTHORITY ............................................................................................................. 5
8.   REPORTING PROCEDURE .................................................................................. 6




Transformation & Sustainability Committee Charter                                                                    Page 2
1.      CONSTITUTION

The Board hereby resolves to establish a committee of the Board to be known as
the Sustainability Committee (“the Committee”).



2.      MEMBERSHIP

2.1.   The Committee shall be appointed by the board and shall consist of a
       minimum of two non-executive directors and one executive director of the
       company. The objective should be to ensure that non-executive directors
       are in the majority on the committee;

2.2.   The Chairperson of the committee shall be appointed by the board and
       must be a non-executive director;

2.3.   The Group Corporate Affairs Executive shall be the secretary of the
       Committee; and

2.4.   The term of office of the Committee shall be one year and the Board will
       review its composition and chairmanship annually.



3.      PURPOSE OF THE COMMITTEE

The role of the committee is to assist the company to discharge its business
sustainability responsibility with respect to the implementation of practices that
are consistent with good corporate citizenship. The committee’s scope of focus
will be guided by the following:

3.1.   Triple bottom line reporting requirements as described in the JSE Limited’s
       Socially Responsible Investment (SRI) Index;

3.2.   Massmart sustainability commitments as described in the groups Annual
       Sustainability report;

3.3.   Massmart sustainability risks as described in the group wide risk matrix;
3.4.   Broad-based Black Economic Empowerment requirements as described in
       the Department of Trade and Industry’s Generic Scorecard and associated
       Codes of Good Practice;

3.5.   Massmart transformation commitments as described in chain specific
       BBBEE plans;


Transformation & Sustainability Committee Charter                             Page 3
3.6.   Environmental commitments as described in Massmart’s Environmental
       policy framework; and

3.7.   Corporate Social Investment (CSI) commitments as described in
       Massmart’s CSI policy.



4.      RESPONSIBILITIES OF THE SUSTAINABILITY COMMITTEE

4.1.   Provide advice about sustainability trends and issues and the relevance of
       these for sustainability practice in the group;

4.2.   Assist with the identification and appropriate management of sustainability
       risks that may impact on the sustainability of the business and/or the good
       reputation of the group;

4.3.   Provide guidance relative to the desired scope and objectives of
       Massmart’s business sustainability process;

4.4.   Provide guidance relative to the initiatives required to maintain Massmart’s
       listing in the JSE Limited’s Socially Responsible Investment Index;

4.5.   Provide guidance relative to the initiatives required to demonstrate
       meaningful commitment to BBBEE and transformation;

4.6.   Provide guidance relative to the sufficiency of the policy framework that is
       required to promote good sustainability practice such as Environmental,
       CSI, BBBEE, and stakeholder engagement policies;

4.7.   Provide guidance relative to the initiatives required to demonstrate
       meaningful commitment to this policy framework;

4.8.   Monitor business sustainability risks and the suitability of associated risk
       management strategies;

4.9.   Monitor the quality of stakeholder relationships with particular emphasis on
       staff, supplier, community and government relationships;

4.10. Review and monitor progress toward achievement of sustainability
      objectives as described in the group’s annual sustainability report;

4.11. Review and monitor progress toward achievement of initiatives required to
      maintain Massmart’s SRI Index listing;




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4.12. Review and monitor progress toward achievement of BBBEE scorecard
      targets and transformation objectives;

4.13. Review and monitor implementation of the group’s sustainability policy
      framework.



5.     SUSTAINABILITY EVALUATION FRAMEWORK

The committee will evaluate Massmart’s Sustainable management practices in
terms of four criteria. These are suitability of:

5.1.    Objectives associated with each sustainability initiative;

5.2.    Structure to achieve objectives;

5.3.    Systems and controls to track achievement of objectives; and

5.4.    Incentives to promote executive commitment to the objectives.



6.     FREQUENCY OF MEETINGS

6.1.    Meetings of the committee shall be held as frequently as the committee
        considers appropriate. However meetings shall be held at least bi-
        annually.

6.2.    The quorum for decisions of the Committee shall be any two members of
        the Committee present throughout the meeting of the Committee. Invitees
        to any meetings shall not have a vote.



7.      AUTHORITY

7.1.    The Committee is authorized by the board to investigate any activity within
        its term of reference. It is authorized to seek any information it requires
        from any employee and all employees are directed to co-operate with any
        request made by the committee;

7.2.    The committee is authorized by the board to obtain external professional
        opinion and to secure the attendance of outsiders with relevant experience
        and expertise if it considers this necessary;




Transformation & Sustainability Committee Charter                             Page 5
7.3.   Membership of the Sustainability Committee should be contained in the
       annual sustainability report and the chair of the committee should be
       available at the annual general meeting to answer questions;



8.      REPORTING PROCEDURE

8.1.   The secretary shall circulate minutes of meetings of the Committee to all
       members of the board of directors;

8.2.   At the request of the Chairperson of the Committee, the secretary shall
       prepare an agenda for the next meeting, which will incorporate the minutes
       of the previous meeting held.




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