Mandate and Terms of Reference

SOCIAL AND ETHICS COMMITTEE MANDATE AND TERMS OF REFERENCE

References to “the Committee” shall mean the Company’s social and ethics committee.

References to “the Board” shall mean the Company’s board of directors.

References to “Litha” or “the Company” shall mean Litha Healthcare Group Limited

References to the “Litha group” shall mean Litha Healthcare Group Limited and its subsidiary companies as contemplated in Section 3 of the Companies Act of 2008, as amended.

1. Introduction

1.1 The Committee is constituted as a statutory committee of the Company in respect of those statutory duties assigned to it in terms of section 72(4) of the Companies Act of 2008, as amended, (read in conjunction with Regulation 43 of the Companies Regulations, 2011), and as a committee of the Board in respect of all other duties assigned to it by the Board.

1.2 The duties and responsibilities of the members of the Committee as set out in this mandate and terms of reference are in addition to those duties and responsibilities they have as members of the Board or prescribed officers of the Company, as the case may be. The deliberations of the Committee do not reduce the individual and collective responsibilities of the Board in regard to their fiduciary duties and responsibilities and they must continue to exercise due care and judgment in accordance with their legal obligations.

1.3 The Committee shall discharge its duties and act as the Committee for the Litha group as contemplated in Regulation 43(2)(a) of the Companies Regulations, 2011.

1.4 This mandate and terms of reference is subject to the provisions of the Companies Act of 2008, as amended, the Company’s memorandum of incorporation and any other applicable law or regulatory provision.

 

2. Role

The Committee has an independent role with accountability to both the Board and shareholders. The Committee does not assume the functions of management, which remain the responsibility of the executive directors, prescribed officers and other members of senior management.

 

3. Membership

3.1 The Committee, to be elected by the shareholders on recommendation by the nomination committee, shall comprise of a Chairman and at least two [2] additional members, each of whom shall be appointed by the Board.

3.2 All members of the Committee shall be directors or prescribed officers of the Company with at least one [1] member of the Committee being an independent non-executive director who is not involved in the day to day management of the Company’s business and who must not have been so involved within the previous three [3] financial years.

3.3 The Committee shall in conjunction with the Board and nomination committee, appoint from among its members, the Committee Chairman (the “Chairman”) who should preferably be an independent non-executive director.

3.4 The Company’s Chief Executive and Chief Ethics Officer (if not members of the Committee), shall have right of attendance at meetings unless otherwise deemed inappropriate by the Committee. Other directors and senior executives may, at the Chairman of the Committee’s discretion, be invited to attend meetings of the Committee from time to time.

3.5 If a regular member of the Committee is unable to act due to absence, illness or any other cause, the Chairman of the Committee may appoint another director or prescribed officer of the Company to serve as an alternate member having due regard to maintaining the required balance and composition requirements referred to in 3.1 and 3.2 above. The alternate member/s while acting in the place of the absent member/s shall in all respects be subject to the terms and conditions of this mandate and terms of reference and shall exercise and discharge all the duties and functions of the member/s they represent. If the nominated Chairman of the Committee is absent from a meeting, the members present must elect one of the members present to act as Chairman of that meeting.

3.6 A member of the Committee shall, in the event that he/she ceases for whatsoever reasons, to be a director, prescribed officer or employee of the Company, also resign as a member of the Committee. Notwithstanding the aforesaid, the Board shall have the power at all times to remove any members from the Committee and to fill any vacancies created by such removal. The Board shall also have the right to appoint any additional members as deemed necessary.

3.7 The Committee Chairman should, subject to satisfactory performance and being re-elected as a member of the Committee at each annual general meeting of the Company, not hold office as the Chairman of the Committee for a period exceeding five [5] consecutive years. While there may be instances in which it is appropriate for a member to serve as Chairman of the Committee for longer than five [5] consecutive years, the reasons therefore should be carefully considered by the Committee (assisted by the nomination committee) and disclose to shareholders and the Board prior to such appointment.

4. Secretary

The Company Secretary of the Company or their nominee shall act as the secretary of the Committee (“Secretary”).

5. Quorum

The quorum necessary for the transaction of business shall be any two [2] members, at least one [1] of whom should be an independent non-executive director of the Company. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

6. Meetings

6.1 The Committee shall meet at least twice per annum. Further meetings may be called at such other times as the Chairman of the Committee shall require.

6.2 Members and/or invitees of the Committee may participate in and act at any meeting of the Committee through the use of a conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting shall constitute attendance and presence in person at the meeting by the person or persons so participating.

7. Notice of Meetings

7.1 Meetings of the Committee shall be summoned by the Secretaries of the Committee at the request of any member thereof.

7.2 Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend at least five [5] days prior to the date of the meeting.

7.3 The Company’s Chief Executive shall have the right to address any meeting of the Committee; others may be called upon or shall be able to address the Committee by prior arrangement with the Chairman of the Committee.

8. Minutes of Meeting

8.1 The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.

8.2 Minutes of Committee meetings shall be circulated to all members of the Committee and to all members of the Board.

9. Annual and other General Meetings

The Chairman as well as other members of the Committee shall be entitled to:

9.1 attend any general shareholders meetings of the Company including the annual general meeting;

9.2 receive all notices of and other communications relating to any annual or general shareholders meeting of the Company; and

9.3 be heard at any annual or general shareholders meeting of the Company, contemplated herein, on any part of the business of the meeting that concerns the Committee’s functions.

10. Duties

The Committee shall be responsible for, among others:

10.1 monitoring the Litha group’s activities, having regard to any relevant legislation, other legal requirements or prevailing codes of best practice, with regard to matters relating to

10.1.1 Social and economic development, including the Litha group’s standing in terms of the goals and purposes of

10.1.1.1 the 10 principles set out in the United Nations Global Compact Principles;

10.1.1.2 the OECD recommendations regarding corruption;

10.1.1.3 the Employment Equity Act, as amended;

10.1.1.4 the Broad Based Black Economic Empowerment Act, as amended;

10.1.2 Good corporate citizenship, including the Litha group’s Code of Ethics

10.1.2.1 promotion of equality, prevention of unfair discrimination and reduction of corruption;

10.1.2.2 contribution to development of the communities in which its activities are predominantly conducted or within which its products or services are predominantly marketed;

10.1.2.3 record of sponsorship, donations and charitable giving;

10.1.3 The environment, health and public safety, including the impact of the Litha group’s activities and of its products or services;

10.1.4 consumer relationships, including the Litha group’s regulatory, advertising, public relations and compliance with the department of health and consumer protection laws;

10.1.4.1 SA Code of Practice for the Marketing of Medicines

10.1.4.2 Consumer Protection Act

10.1.4.3 Medicines and Related Substances Act 101 of 1965

10.1.5 labour and employment, including -:

10.1.5.1 the Litha group’s standing in terms of the International Labour Organization Protocol on decent work and working conditions;

10.1.5.2 the Litha group’s employment relationships and its contribution toward the educational development of its employees;

10.1.6 ensuring that the Litha group’s ethics is managed effectively (as recommended in principle 1.3 of the King Report on Governance for South Africa, 2009, including -:

10.1.6.1 leadership demonstrating support for ethics throughout the Litha group;

10.1.6.2 a strategy for managing ethics that is informed by the negative and positive risks the Litha group faces;

10.1.6.3 ethical standards are articulated in a Code of Ethics and supporting ethics policies;

10.1.6.4 structures, systems and processes are in place to ensure that the various boards, employee and supply chains are familiar with and adhere to the Litha group’s ethical                  standards;

10.1.6.5 ethics performance is included in the scope of internal audit and reported on in the Company’s integrated annual report;

10.1.6.6 ethics is imbedded in the corporate culture;

10.1.6.7 drawing matters within its mandate and terms of reference to the attention of the Board as occasion requires; and

10.2 Reporting, through the Chairman of the Committee, to the shareholders at the Company's annual general meeting on any part of the business of the meeting that concerns the Committee’s functions.

11. Authority and Reporting

11.1 The Committee is authorised and entitled to seek any information or explanation it requires from any director, prescribed officer, employee or other committee of the Company or the Litha group, as the case may be, in order to fulfil its functions.

11.2 The Committee acts in accordance with its statutory duties and the delegated authority of the Board as recorded in this mandate and terms of reference. It has the power to investigate any activity within the scope of its mandate and terms of reference.

11.3 Except as authorised by the Board, the Committee shall have no executive powers with regard to its findings and recommendations.

11.4 The Committee will have reasonable access to the Litha group’s records, facilities and any other resources necessary to discharge its duties and responsibilities.

11.5 The Company shall pay all the expenses reasonably incurred by the Committee in the performance of its duties, and the Committee is authorised by the Board, at the Company’s expense, to obtain outside legal or other independent professional advice on any matters within its mandate and terms of reference.

11.6 The Committee shall, in addition to reporting to shareholders as per 10.2 hereof, report to the Board through the Chairman, who shall provide a review of the deliberations of the Committee and its recommendations for Board consideration, noting and/or approval as appropriate.

11.7 Where appropriate or otherwise as authorised by the Board, decisions of the Committee may be taken by way of a round robin resolution.

12. Review and Assessment

12.1 The Committee’s activities and effectiveness should be assessed periodically and reviewed by the Board.

12.2 This mandate and terms of reference may, from time to time, be amended as required, subject to the approval of the Board

 

Mandate and Terms of Reference

SOCIAL AND ETHICS COMMITTEE MANDATE AND TERMS OF REFERENCE

References to “the Committee” shall mean the Company’s social and ethics committee.

References to “the Board” shall mean the Company’s board of directors.

References to “Litha” or “the Company” shall mean Litha Healthcare Group Limited

References to the “Litha group” shall mean Litha Healthcare Group Limited and its subsidiary companies as contemplated in Section 3 of the Companies Act of 2008, as amended.

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