TERMS OF REFERENCE DLC Social and Ethics Committee Overview Investec Limited and Investec plc are managed as a single economic enterprise as a result of the dual listed companies structure ( the Group ) The Companies Act, 71 of 2008 promulgated in South Africa with effect from 01 May 2011 (the Act ), provides that all listed public companies and other companies with a public interest score of above 500 (in any two of the previous five years) must establish a Social and Ethics Committee before 01 May 2012. The Act enables the Group to appoint a Social and Ethics Committee for the holding company, which will fulfill the required functions on behalf of the subsidiary companies As the mandate of the Committee includes certain governance and compliance matters, and due to the reporting structure of the Group, the scope of this Committee will be extended to include Investec plc as well Accordingly, the Investec Limited and Investec plc Boards (the Boards ) resolved to constitute a Social and Ethics Committee ( SEC ) and Furthermore, each of the Investec Limited and Investec plc Boards will adopt these terms of reference, which will apply to the SEC of the combined Investec Group. Membership Committee members and its chairman shall be appointed, removed or replaced by the Boards at any time Membership will automatically end at such time as a member ceases to be a member of the boards Committee members and if required, their attendance at committee meetings during each year, shall be identified in the Investec Annual Report and The chairman of the Committee may at his discretion invite non-members to meetings as deemed necessary. Composition The committee shall at all times have at least four members (of whom at least 2 (two) members must be non-executive directors) Current members are listed in Appendix I attached hereto. Quorum A quorum shall be 2 (two) members, including the Chairman. Notice of meetings SEC meetings will be called by the Secretary at the request of any of its members Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of the items to be discussed, shall be forwarded to each SEC member and any other person required to attend, no later than five working days before the date of the meeting. Frequency Meetings of the SEC shall be held quarterly Meetings may also be held whenever required on an ad hoc basis.
Meetings other than in person Where deemed appropriate by the SEC Chairman, meetings and subsequent approvals and recommendations may occur via written resolution or conference call or other electronic means of audio or audio-visual communication. Voting A motion shall be passed by a simple majority of votes cast in favour thereof by members present and eligible to vote, or by a resolution in writing signed by the majority of SEC members. There shall be no casting vote. Secretary One of the Group s Company Secretaries, or their nominee, shall act as Secretary of the SEC. Minutes of meetings The Secretary shall minute the proceedings and resolutions of all SEC meetings, which shall be circulated promptly to all SEC members and other SEC meeting attendees as appropriate. Specific duties The functions of the SEC shall be to assist the Boards and make certain recommendations to the Boards: In monitoring the Group s activities, having regard to any relevant legislation, other legal requirements or prevailing codes of best practice, with regard to matters relating to: Social and economic development, including the Group s standing in terms of the goals and purposes of: o The 10 principles set out in the United Nations Global Compact Principles o The OECD (Organisation of Economic Co-operation and Development) recommendations regarding corruption Good corporate citizenship, including the Group s: o Promoting of equality, prevention of unfair discrimination, and reduction of corruption o Record of sponsorship, donations and charitable giving o Environment, health and public safety, including the impact of the Group s activities and of its products and services o Consumer relationships, including the company s advertising, public relations and compliance with consumer protection laws and o Labour and employment, including: The Group s standing in terms of the international Labour Organisation Protocol on decent work and working conditions and The Group s employment relationships, and its contribution towards the educational development of its employees In monitoring Investec Limited and its subsidiaries activities, with regard to matters relating to: The Employment Equity Act The Broad-Based Black Economic Empowerment Act and Contribution to development of the communities in which its activities are predominantly conducted or within which its products and services are predominantly marketed
In drawing matters within its mandate to the attention of the Boards as occasion requires In reporting, through one of its members, to the shareholders at the Investec Limited and Investec plc Annual General Meeting (AGM) on matters within its mandate In performing such further functions as may be prescribed. Human Rights To respect and uphold the Group s commitment to the United Nations principle regarding Human Rights To review the policies and procedures that ensure we avoid infringing on human rights of others throughout our sphere of influence To uphold the UK Modern Slavery Act 2015 to combat slavery and human trafficking, specifically through the following: o Encouraging a culture of transparency with regards to the supply of goods and services to the UK business o Ensuring that our supply chain is free of any modern slavery and/or human trafficking o Reviewing our strategies with suppliers to create immediate and long-term solutions to prevent modern slavery within our supply chain. Review of Terms of reference The SEC will review the terms of reference on an annual basis to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Boards for approval. Reporting responsibilities The Chairman of the SEC will report back to the Boards on its proceedings after each meeting The SEC may include a statement in the annual report about its activities and a member of the SEC may report to the shareholders at the AGM on matters within its mandate Scope of duties The foregoing list of specific duties and reporting responsibilities is not intended to be either complete or exclusive, and the SEC shall, in addition, have such powers as may be necessary or appropriate for the performance of its duties in terms of these Terms of reference. Authority The Boards authorise the SEC: To perform each of the specific duties and undertake each of the reporting responsibilities contained in these terms of reference and have the power to delegate authority to sub-committees or individuals, as it deems appropriate To investigate any matter within its terms of reference and seek any information or explanation it requires from any employee, director or prescribed officer (all such persons being directed to cooperate with any such request by the SEC) To obtain, at the expense of the Group, outside legal or other professional advice on any matter within its terms of reference To attend any general shareholders meetings of Investec Limited and Investec plc and to report on and answer any questions from shareholders within its mandate
To receive all notices and other communications relating to any general shareholders meeting of Investec Interface with other Board Committees Certain of the Committee s monitoring functions are being monitored by other Board Committees. It is not the intention for this Committee to duplicate the monitoring activities of those Committees. The assurance framework of this Committee will indicate where there is overlap with other Board Committees and therefore this Committee could rely on the output of those Committees to give assurance as regards those specific matters.
Appendix 1 Membership F Titi (Chairman) CA Carolus B Kantor S Koseff Lord Malloch-Brown KCMG PRS Thomas