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Integrated Annual Report

Governance

Social and Ethics Committee report

Social and Ethics Committee report

Our commitment to ESG performance provides a strong competitive advantage by entrenching responsible and resource-efficient practices, supporting diverse thinking and positioning the Group as a responsible corporate citizen.

Alex Maditse

Alex Maditse

Chairman

Mandate

The Social and Ethics Committee supports the Board in discharging its oversight responsibilities regarding how the Group does business according to its values, ethical standards and social responsibility. As per the Companies Act, the Committee’s duties include overseeing social and economic development, good corporate citizenship, the environment, health and public safety, consumer relationships, and labour and employment.

The Committee, assisted by the Social and Ethics Working Group (consisting of Group executives), considers best practices as recommended by the IoDSA. This includes King IV, the Companies Act, the 10 Principles of the UNGC and relevant legislation related to fraud and corruption, workplace matters and the environment.

Attendance and composition

The Companies Second Amendment Act, 17 of 2024, is now in force with effect from 27 December 2024. This means that members of the Social and Ethics Committee of a listed company must be elected by the shareholders at the AGM, as opposed to being appointed by the Board.

Members

  • AK Maditse (Chairman) (3/3)
  • DP Hele (3/3)
  • N Halamandaris (3/3)
  • BS Mathe (3/3)
  • WP Mzimba (3/3)

Invitees

  • Group HR Executive
  • Group Executive Supply Chain
  • Group Risk Executive
  • Group Transformation Manager
  • Company Secretary
  • Group Financial Director

Relevant skills profile of members

Committee members are highly skilled in governance, risk, law and sustainability reporting.

Oversight areas

At Famous Brands, we consider social and ethics matters in five major categories, namely:

  • Social, health and the environment.
  • Governance and compliance.
  • Human capital and employment equity.
  • Preferential procurement.
  • Community development and CSI.

Focus areas for 2025

The Committee and the Social and Ethics Working Group worked on the following matters:

General

  • Reviewed and approved the Committee Charter and annual Committee workplan.
  • Reviewed and accepted management’s feedback (based on relevant legislation and best practice) regarding the Group’s activities relating to:
    • Social and economic development.
    • Good corporate governance.
    • ESG matters.
    • Consumer relationships.
    • Labour and employment.
  • Reviewed and recommended non-financial disclosures contained in the IAR to the Board for approval.

Social, health and the environment

  • Reviewing performance against the health and safety framework, which focuses on leading indicators.
    • Reviewing safety reports related to injuries and near-miss incidents.
    • Recommended that management address a rising incidence of motorcycle accidents in Botswana.
    • Monitored enhanced food safety measures across the business against the food safety effectiveness system.
    • Monitored our health and safety procedures against globally accepted best practices.
  • Monitored performance against our ESG Framework and selected SDG targets. Key ESG projects included:
    • Measures to monitor and improve our water and electricity consumption and report this data.
    • Planned projects to recycle water at our water-intensive plants.
    • More environmentally friendly packaging options.
    • Initiatives to reduce food waste.

Governance and compliance

Read more here.
  • Approved the Legal and Regulatory Compliance Framework.
  • Noted the implementation of the GRC tool to improve compliance across the Group.
  • Monitored POPIA compliance and increased POPIA awareness among employees and actions to improve consumer data protection compliance in other markets.
  • Monitored the Group’s compliance with the Extended Producer Responsibility legislation.

Human capital and employment equity

Read more here.
  • Reviewed and reported to the Board on the Group’s employment equity performance relative to the Group Employment Equity Plan, which was set out in the annual Employee Equity Report submitted to the Department of Labour.
  • Monitored the progress of ethics training across the Group.
  • Whistle-blowing cases monitored and investigated.
  • Noted results of the annual employee survey (Voice your View).

Preferential procurement

Read more here.
  • Oversaw implementation of the Group’s transformation strategy, including enterprise and supplier development projects and preferential procurement.
  • Reviewed and reported to the Board on the Group’s detailed B-BBEE strategy, targets and budget, and progress made aligned to the scorecard.

Community development and CSI

Read more here.

Implementing our ESG framework

We tracked the Group’s implementation of the ESG Framework, developed in 2024, and its performance against its selected SDG targets. The ESG Framework, which tracks our contributions to three primary SDGs and three secondary SDGs, is appropriate for the business and focuses our attention on the major ESG themes of environmental sustainability, social responsibility and corporate governance. As a Committee, we take a proactive rather than reactive approach and challenge management to think deeply about sustainability issues.

Environmental sustainability

We are pleased with the performance against our environmental targets and have successful strategies in place to reduce our energy consumption, manage food waste and favour more environmentally friendly packaging. Reducing our water usage, particularly at water-intensive facilities, remains a significant challenge. This is largely due to the high capex requirements for water recycling projects. At all our plants, we encourage the implementation of water monitoring and usage practices and initiatives to foster a culture of water conservation. We encourage management to consider the Group’s contribution towards net zero and set appropriate GHG emissions reduction targets.

Social responsibility

Social responsibility at Famous Brands focuses on transformation, CSI and health and safety practices. We are pleased with our transformation performance and the achievement of a Level 1 B‑BBEE status. This marks the culmination of years of progress and various approaches to address the different pillars of the B‑BBEE scorecard. We are particularly proud of our support of Black-owned businesses and the procurement projects we developed over the past year.

Our CSI initiatives are closely tied to our brands and have a positive impact on the community through long-term partnerships with CSI partners. The Committee is guiding management to consider practices to better measure and understand the impact of our activities and tell a holistic Famous Brands community impact story.

The Group is dedicated to maintaining the highest standards of health and safety across all operations to protect our employees, customers and other stakeholders. In 2024, the Committee monitored the adherence to health and safety protocols and initiatives to foster a culture of safety awareness. We strive to strengthen our focus on leading indicators because they provide a proactive and predictive view of safety performance, enabling the identification of issues before they result in incidents. The Committee monitored performance against 11 leading indicators, our near-miss reporting system, and the refurbishment of the Lamberts Bay Foods plant to address health and safety issues related to ageing infrastructure. The working conditions at the plant are now considered satisfactory. We also noted improvements in health and safety, thanks to a dedicated role created to oversee this area.

Read more here.

Overseeing ethics

Famous Brands has well-entrenched measures to ensure that we provide appropriate ethics oversight and equip employees to address ethics breaches. The Group has the following in place:

  • Published policies related to ethics are available on the Group’s intranet.
  • A whistle-blowing hotline is in place together with channels to report unethical behaviour.
  • Regular internal communications campaigns on topics related to our core beliefs and ethics.
  • Ethics training for managers and executives.

Priorities for 2026

Our Committee’s focus areas for 2026 are:

  • Overseeing delivery against targets outlined in the ESG Framework.
  • Monitor the Group’s net zero journey and provide guidance on appropriate GHG emission reduction targets.
  • Overseeing our transformation strategy to maintain a Level 2 B-BBEE status or higher.
  • Monitoring the Group’s safety performance with a focus on leading indicators, including training completed, communications tools and compliance with safety protocols.
  • Monitoring the implications of new regulation, including King IV, on the Committee’s mandate and Terms of Reference.

Conclusion

The Committee is satisfied that it has fulfilled its responsibilities in accordance with its terms of reference for the year. I will be present at the AGM to answer any questions regarding the Committee’s statutory obligations.

Alex Maditse

Chairman: Social and Ethics Committee

20 June 2025