Revision No: 02
Issue Date:
August 2014
Last Review Date:
November 2015 / Author:
CI Lewis / Review and recommend for approval:
SHERQ Committee / Approval:
Grindrod Board / Page 1 of 5

(Registration Number: 1966/009846/06)

SAFETY, HEALTH, ENVIRONMENT, RISK AND QUALITY

(SHERQ) MANAGEMENT COMMITTEE

TERMS OF REFERENCE

  1. Definitions

Unless the context indicated otherwise, the following words, terms of expressions shall have the meanings to them hereunder;

1.1.“ Board” means the Board of Directors of the Company;

1.2.“Companies Act” means the Companies Act No 71 of 2008, as amended from time to time;

1.3.“Chairman” means the chairman of the SHERQ Committee appointed by the Board;

1.4.“Committee” means the SHERQ Management Committee of the Company;

1.5.“Company” means Grindrod Limited (Registration Number 1966/009846/06), including its subsidiaries;

1.6.“Directors” means directors of the Company from time to time;

1.7.“Executive” means executive committee members of the Company from time to time;

1.8.“King III” means the King Report on Governance for South Africa 2009;

1.9.“Members” mean the initial persons appointed as members of the Committee as well as any persons succeeding them in terms of these Terms of Reference, in their capacities as Members of the Committee.

  1. Introduction

Principle 2.23 of King III states that the board should delegate certain functions to well-structured committees without abdicating its own responsibilities. Such requirement entrenches King III’s increased focus on sustainability with a more structured and focused approach to these issues coupled with standardised and comparable performance and information reported on. Consequently the Company has established the Safety, Health, Environment, Risk and Quality Management Committee as a forum at which such matters are addressed.

  1. Appointment and Composition
  2. The SHERQ Committee is a management committee and is operational in nature. This committee is accountable to the Social and Ethics Committee, who in turn is accountable to the Board by reporting on a quarterly basis on the performance of its mandate.
  3. Members of this Committee will be the Executive Committee members. SHERQ representatives attend the meetings by invitation. Key managers may also attend the meeting where appropriate.
  4. The committee shall consist of no less than (3) members.
  5. The Group Chief executive officer shall be appointed as the Chairman of the Committee with the group financial director serving as an alternate.
  6. If at any meeting of the Committee the Chairman or his alternate is absent the remaining members present shall elect one of the members to chair that specific meeting.
  1. Ineligibility and disqualification of members

A person is ineligible or disqualified to become a member of the Committee if such a person no longer serves as a member of the Executive Committee.

  1. Secretary
  2. The company secretary or his/her nominee shall act as the secretary of the Committee.
  3. The secretary or his/her nominee shall take written minutes of all meetings of the members; circulate them to the members for correctness and ensure that the Chairman signs the minutes as a correct reflection of the proceedings at the meetings.
  4. The secretary shall maintain a minute book and a register of all resolutions of the Committee.
  1. Mandate and responsibilities

The Committee is to monitor the activities of the Company, including its subsidiaries, taking into consideration the relevant legislation, any other legal requirements or prevailing codes of best practice. The following basic responsibilities/powers forms part of the mandate of the Committee:

6.1.Objective

The purpose of the SHERQ committee is to assist the Board, through the Social and Ethics Committee in discharging its responsibilities by reviewing SHERQ strategies, polices and processes established by management and to manage the implementation of SHERQ at group level. The Committee is also mandated to oversee the implementation of the Sustainability Pillars throughout the Group and to ensure that its values based on the pillars of Health and Safety, Our People, Environment and Communities are entrenched in the business.

6.2 Safety;

The Committee is required to:

6.2.1 Review and monitor regular reports from the divisions of the group on the key issues relating to safety and the business’ performance in managing the associated risks.

6.2.2 In the event of a fatality or a serious injury, being kept informed of the circumstances of the incident and the measures taken after the event.

6.2.3 Review and monitor reporting measures adopted by the company regarding safety.

6.2.4 Review, monitor and enforce adequate emergency responses and business continuity procedures and protocols.

6.3 Health

The Committee is required to:

6.3.1 Review and monitor the group’s strategy relating to the impact of the group’s operations on the health of its employees and any other relevant stakeholders.

6.3.2 Review and monitor group’s performance with regard to occupational health.

6.4 Environment and Climate Change

The Committee is required to:

6.4.1 Review, monitor and report significant changes to the environmental policies, practices and procedure.

6.4.2 Implement and mature a plan of action to address climate change and the targets set out in the Vision 2020 Policy.

6.4.3Review, monitor and report any environmental accidents, incidents or issues that may jeopardise the company’s reputation or may pose a danger to the company and its employees.

6.5 Risk management

The Committee is required to address all SHEQ risks at the committee meetings and implement a plan of action to mitigate, monitor and reduce these risks.

6.6 Quality

The Committee is required to develop, implement and address all quality issues raised from a SHERQ perspective, taking into consideration that whilst some of these issues may be generic, some may also be business unit specific.

6.7 SHERQ legal Compliance

The committee is to monitor and address all legal risks as well as compliance toapplicable legislation, treaties, policies and procedures both nationally and internationally that may have an adverse effect from a financial and reputational point of view.

7. Meeting procedures

7.1Frequency

The Committee shall meet every quarter. Further meetings may be called by the Chairman of the committee, any member of the Committee or by the chairman of the Social and Ethics Committee of the board and shall be governed by the provisions of the Company’s Memorandum of Incorporations relating to meeting procedures.

7.2Quorum

7.2.1 A quorum for a meeting of the Committee shall be three members present personally and no business shall be transacted at a meeting of the Committee unless the requisite quorum is present.

7.2.2A resolution pursuant to achieving the objectives contained herein signed by the majority of members shall be as effective for all purposes as if it had been passed at a meeting of the Committee duly convened, held and constituted.

  1. General

The Committee shall on an annual basis:

8.1Review its performance in the form of an evaluation by the Chairman of the Committee,

8.2Review and approve the SHERQ report that is included in the integrated annual report of the company.

8.3 Review its Terms of Reference to ensure optimal effectiveness and to recommend any changes it considers necessary to the Board via the Social and Ethics Committee forapproval.

8.4 Review and approve its Annual Work Plan.