ADvTECH supports the principles of good corporate governance and adheres to the principles of ethical leadership, corporate citizenship, stakeholder inclusivity and sustainable development. The board has delegated its role of monitoring and reporting on social, ethical, transformational and sustainable practices to Tsec, which in turn is required to draw matters within its mandate to the attention of the board at each of its scheduled meetings.
ADvTECH aims to build and grow a high-quality organisation in education, training and placement that is widely recognised for its passionate commitment and success in enriching people's lives and future. This is entrenched through our values of ethical conduct, people-centredness, high-quality education, sustainability, responsible leadership and respect.
This report has been prepared in accordance with the requirements of the Companies Act, No 71 of 2008, as amended (the Companies Act) and describes how Tsec has discharged its statutory duties in terms of the Companies Act, as well as additional duties assigned to it by the board during the year under review.
Tsec comprises four suitably qualified and experienced independent non-executive members of the board and the group CEO:
- JD Jansen (chair);
- BM Gourley (deputy chair);
- SA Zinn;
- JM Hofmeyr; and
- RJ Douglas (CEO).
The divisional CEOs of the operating divisions attend all meetings, as does the HR executive and other members of management, at the request of the committee. Members' attendance at the meetings is contained in the schedules included in the corporate governance report.
The committee's mandate requires that the committee meets at least twice annually. During the year under review, the committee met five times.
The committee operates in terms of a formal mandate that sets out its terms of reference, composition, roles, responsibilities and statutory duties in terms of section 72 and regulation 43 of the Companies Act. The mandate is reviewed and, if appropriate, adjusted on a regular basis.
Role and responsibilities
In terms of its statutory duties, Tsec's role is to assist the board with monitoring and reporting on social, ethical, transformational and sustainability issues including but not limited to:
- monitoring the group's compliance with applicable legislation, including the Companies Act;
- King IV, the United Global Compact principles and the Organisation for Economic Co-operation and Development (OECD) recommendations;
- monitoring and assessing progress in the group measured against annually approved targets for transformation signed off by the Department of Labour and informed by the Employment Equity Act and Broad-Based Black Economic Empowerment (BBBEE) Act and Labour Relations Act;
- monitoring corporate social investment (CSI) undertaken by the group within the operating divisions and at a corporate level;
- monitoring the group's compliance with health and safety regulations and the environmental aspects of the business, including the promotion of equality, the prevention and combatting of corruption, and compliance with public relations and consumer protection laws; and
- monitoring and developing stakeholder relations.
In particular, during 2017:
- the committee received reports on all CSI undertaken by the group, at the corporate level and in the operating divisions;
- the committee monitored the group's efforts to encourage diversity and advance the objectives of equality throughout the group;
- progress of the group towards defined transformation objectives and targets was measured and considered;
- the HR executive provided a report at each meeting on labour and empowerment related matters;
- >the group was recognised as a Top Employer (with an improved overall score);
- the provisions of the revised BBBEE Codes of Good Practice were considered, as well as their implications for the group;
- the group's BBBEE ratings during the year were presented to and considered by the committee; and
- a culture survey audit was undertaken, which focused on ethical culture, transformation and diversity and is now being used to inform the committee on gaps that need to be addressed in fulfilling their mandate.
The board adheres to the principles of ethical leadership, an ethical culture, responsible corporate citizenship and inclusive stakeholder relations. The directors, individually and collectively, continue to cultivate the highest levels of integrity, competence, responsibility, fairness, transparency and accountability in executing their functions. Compliance with ethical standards of behaviour is of primary importance to the group and is expressed in the group's values. These values are fundamental to the way in which the group conducts its business and permeates its approach to all activities. The values are reviewed regularly to ensure that they remain current and relevant.
The board accepts responsibility for ensuring that the group's values are promoted throughout the group, and Tsec oversees adherence to them.
The values are communicated to all employees during their induction and emphasised regularly. Employees are required to comply with both the letter and the spirit of the law, observe group policies, and act with integrity.
All employees are encouraged to develop to their full potential, both for their own benefit and for that of the group. The group actively promotes employment equity in all its operations. There are specific programmes that target employment equity candidates to fast-track their development, including a well-established mentorship programme.
We continued to focus on black management participation in the management and leadership development programmes with a large number of participants annually.
Tsec remains focused on effecting changes in the hearts and minds of employees, educators and students to bring about the necessary social transformation within the organisation.
Tsec is of the view that, in all material respects, it has achieved its objectives for the year under review and that no items have been reported which would indicate noncompliance with the mandate of Tsec or its statutory requirements in terms of the Companies Act.
On behalf of the transformation, social and ethics committee
Professor JD Jansen
Chair: transformation, social and ethics committee
15 March 2018