SOCIAL AND ETHICS COMMITTEE TERMS OF REFERENCE Keaton Energy Holdings Limited subscribes to best practice principles of corporate governance and therefore approves the following terms of reference. 1. PREAMBLE 1.1 In line with section 72(4) of the Companies Act, 71 of 2008, as amended ( the Act ), read together with regulation 43 of the Companies Regulations, 2011 ( the Regulations ), the ( the Committee ) is constituted as a statutory committee of Keaton Energy Holdings Limited ( the Company ) in respect of its statutory duties in terms of sections 72(8) of the Act and regulation 43 of the Regulations. The Committee is also constituted as a Committee of the board of directors of the Company ( the Board ) in respect of all other duties that the Board has assigned to it as more fully set out below. 1.2 The scope of the Committee s activities extends to all relevant operations of the Company and any company or companies which are subsidiaries of the Company ( the Group ), and is subject to the Board s approved delegation of authority framework. 1.3 These ( ToR ) are subject to the provisions of the Act, the Regulations, the Company's Memorandum of Incorporation ( the MOI ), the JSE Limited Listings Requirements and any other applicable law or regulatory provision. 2. OBJECTIVE 2.1 The Committee s objective is, among other things, to assist the Board in ensuring that the Company and the other entities in the Group are and remain committed, socially responsible corporate citizens by creating a sustainable business and having regard to the Company s economic, social and environmental impact on the communities in which it operates, which inter alia include public safety, HIV/Aids, environmental management, corporate social investment, consumer relationships, labour and employment, the promotion of equality and ethics management. 2.2 The Committee has an independent role with accountability to both the Board and the Company s shareholders. The Committee does not assume the functions of management of the Company, which functions remain the responsibility of the Company s executive directors, executive management and senior managers. 2.3 In respect of the statutory duties of the Committee as set out below, the Committee will be accountable to shareholders and report to shareholders as provided for in the Act. In respect of all other duties as contained in these ToR, the Committee will be accountable and report to the Board. 2.4 All matters to be considered by the Committee will be for recommendation to the Board. Reviewed 4-8-2014 Page 1
3. RESPONSIBILITIES 3.1 Statutory duties (Regulation 43 to the Act) It is the Committee s statutory responsibility: 3.1.1 To monitor the Company s activities, having regard to any relevant legislation, other legal requirements or prevailing codes of best practice, with regard to matters relating to: 3.1.1.1 social and economic development, including the Company s standing in terms of the goals and purposes of: the 10 principles set out in the United Nations Global Compact Principles (refer to the principles listed in Annexure A); and the OECD recommendations regarding corruption; the Employment Equity Act; and the Broad-Based Black Economic Empowerment Act; 3.1.1.2 good corporate citizenship, including the Company s: promotion of equality, prevention of unfair discrimination, and reduction of corruption; contribution to development of the communities in which its activities are predominantly conducted or within which its products or services are predominantly marketed; and record of sponsorship, donations and charitable giving; 3.1.1.3 the environment, health and public safety, including the impact of the Company s activities and of its products or services; 3.1.1.4 consumer relationships, including the Company s advertising, public relations and compliance with consumer protection laws; and 3.1.1.5 labour and employment, including: the Company s standing in terms of the International Labour Organization Protocol on decent work and working conditions; and the Company s employment relationships, and its contribution toward the educational development of its employees; 3.1.2 to draw matters within its mandate to the attention of the Board as occasion requires; and 3.1.3 Be prepared to respond, through its Chairman, to the shareholders at the Company s Annual General Meeting on the matters within its mandate. Reviewed 4-8-2014 Page 2
3.2 Other duties In order to give effect to the above duties and responsibilities and in considering the requirements of King III with respect to ethical leadership and ethical behaviour, the Committee shall: 3.2.1 review any statements on ethical standards or requirements for the Company and the procedures or review system implemented to promote and enforce compliance therewith; 3.2.2 review the Company s Code of Ethics and make recommendations to the Board for approval; 3.2.3 review results of whistleblowing activities; 3.2.4 review and recommend any policy and strategy pertaining to the Company s programme of corporate social investment to the Board for approval; 3.2.5 review significant cases of employee conflicts of interest, misconduct or fraud, or any other unethical activity by employees or the Company; 3.2.6 where requested, make recommendations on any material potential conflict of interest or questionable situations; 3.2.7 ensure that the Company s ethics performance is assessed, monitored, reported and disclosed; 3.2.8 be informed of all sustainability risks; and 3.2.9 review and approve (at least every second year) the Company s stakeholder management plan and policy. 3.3 General 4. MEMBERSHIP The Committee shall at all times: 3.3.1 publish ToR on website; 3.3.2 give due consideration to the relevant provisions of the Act, the JSE Limited Listings Requirements and the Code of Governance Principles as contained in the King Report, 2009; 3.3.3 retain a copy of the current ToR of the Committee at the registered office of the Company and provide shareholders with a copy of same if requested; 3.3.4 consider such other topics and fulfil such other duties as defined by the Board. 4.1 The Committee shall comprise of not less than 3 (three) directors. Notwithstanding the minimum criteria, the Board has resolved that all Board members will be members of this Committee. 4.2 The Board shall appoint the members of the Committee, fill any vacancy on the Committee as and when required and elect the Chairman of the Committee. The Board may also terminate the membership of any member of the Committee. 4.3 Members of the Committee shall be appointed for such period of time as the Board requires. Reviewed 4-8-2014 Page 3
4.4 The following persons shall attend all Committee meetings in an ex officio capacity unless otherwise decided by the Chairman of the Committee: 4.4.1 Chief Executive Officer or Chief Financial Officer; 4.4.2 the Group SLP Manager; 4.4.3 any of the other executive directors of the Company requested to attend. 4.5 The Chairman of the Committee shall be required to attend the Company s Annual General Meeting to answer relevant questions posed by shareholders. 4.6 All Committee members will be required to keep up to date with developments affecting the areas of responsibility of the Committee. 4.7 The members of the Committee as a whole must have sufficient qualifications and experience to execute their duties. 5. MEETINGS 5.1 Frequency 5.1.1 The Committee must hold sufficient scheduled meetings in order to discharge all of its duties and will meet at least 4 (four) times a year, or more frequently as circumstances dictate. 5.1.2 Any member of the Committee or the Chief Executive Officer, if not a member of the Committee, may request a meeting if deemed necessary and a meeting will then be arranged in consultation with the Chairman of the Committee. 5.2 Notice, Agenda and Minutes 5.2.1 The Company Secretary of the Company shall be the secretary of the Committee. 5.2.2 The Company Secretary shall, in consultation with the Chairman of the Committee and the Chief Executive Officer, draft an agenda for the forthcoming Committee meeting, which shall be circulated, with supporting documentation and a notice of the Committee meeting, to the members of the Committee (and where applicable to anyone invited to attend the meeting) at least 5 (five) days prior to forthcoming meeting, or as circumstances dictate provide members of the Committee (and where applicable to anyone invited to attend the meeting) with reasonable notice of the meeting and of the business to be conducted at the meeting. 5.2.3 The Company Secretary shall attend and minute all Committee meetings. In his/her absence, the Committee Chairman may appoint any person to act as the secretary of the Committee at a meeting of the Committee. 5.2.4 The minutes of the Committee meetings shall be completed as soon as possible and shall be forwarded to the Committee Chairman for review prior to circulation thereof to all members of the Committee. The minutes must be formally approved by the Committee at the next meeting thereof. Reviewed 4-8-2014 Page 4
5.2.5 The Chairman of the Committee will provide feedback at the meetings of the Board on the Committee s recent activities. 5.2.6 The Committee must establish an annual work plan for each year to ensure that all relevant matters are covered by the agendas of the meetings planned for the year. The annual work plan must ensure proper coverage of the matters laid out in these ToR. 5.3 Attendance 5.3.1 The Committee will identify those members of management that will have a standing invitation to attend the meetings of the committee as and when deemed necessary. 5.3.2 The Chairman of the Committee may invite such other members of management or the Board to attend meetings of the Committee from time to time as and when deemed necessary. 5.3.3 Should any Committee member not be able to attend a scheduled Committee meeting, including meetings called on an ad hoc basis for special matters, such member should prior to such Committee meeting provide the Committee Chairman, or in the Chairman s absence, the Company Secretary, with an apology for their absence at the meeting. 5.3.4 If the nominated Chairman of the Committee is absent from the meeting, the members present must elect on of the members present to act as Chairman. 5.4 Quorum 5.4.1 A quorum for meetings of the Committee shall be 70% of members present in person or via teleconference. 5.4.2 Persons who are in attendance at committee meetings by invitation do not form part of the quorum for Committee meetings. Such persons may, however, participate in discussions held at Committee meetings but may not vote on any matter discussed at such Committee meeting. 5.5 Resolutions 5.5.1 Each member of the Committee has 1 (one) vote on a matter before the Committee and a majority of the votes cast on a resolution at a Committee meeting is sufficient to approve that resolution. 5.5.2 A resolution in writing ( round robin resolution ) signed by a majority of the members of the Committee at the time when such resolution is released for signature, shall be as valid and effectual as if it has been passed at a duly constituted meeting of the Committee, provided that each member of the Committee shall have received notice of the matter to be decided and, thereby, have been afforded a reasonable opportunity to express an opinion on the matter to which such resolution relates. Reviewed 4-8-2014 Page 5
6. AUTHORITY 5.5.3 Any round robin resolution: 5.5.3.1 may be signed or accepted in any electronic form and in any number of counterparts, all of which, taken together, shall constitute one and the same document; 5.5.3.2 may, in signed or unsigned form, be conveyed or transmitted by telefax, e-mail or any other form of electronic means, subject to any conditions decided upon by the Committee. 5.5.4 The passing of round robin resolutions of the Committee must not detract from the requirements for frequency of Committee meetings as set out in these ToR. 5.5.5 All round robin resolutions should be tabled at the next Committee meeting for noting. 6.1 The Committee is authorised by the Board to investigate any activity within its ToR. It is authorised to seek any information it requires from any director and/or employee and all directors and employees are directed to co-operate with any request made by the Committee. 6.2 The Committee has the right to receive all notices of and other communications relating to any general shareholders meeting and to attend any general shareholders meeting. 6.3 The Committee is authorised to form, and delegate authority to, subcommittees and may delegate authority to one or more designated members of the Committee; 6.4 The Committee is authorised by the Board, subject to the approved process, to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if deemed necessary. 6.5 The Company shall meet all expenses reasonably incurred by the Committee in the fulfilling of its duties subject to the Committee consulting the Board before incurring any such expenditure. 7. REPORTING PROCEDURE 7.1 The Company shall disclose in its Integrated Annual Report whether or not the Committee has adopted these formal ToR and if so whether or not the Committee satisfied its responsibilities for the year in compliance with its ToR. 7.2 Membership of the Committee and attendance at Committee meetings shall be disclosed in the Company s Integrated Annual Report. 8. EVALUATION 8.1 The Committee should annually conduct a performance evaluation, including an evaluation of the Committee s compliance with these ToR. Reviewed 4-8-2014 Page 6
8.2 After completing its evaluation, the Committee should review the results with the Board, so that appropriate action can be taken on any recommendations resulting from the review. 8.3 The Committee must review and reassess the adequacy of these ToR from time to time (at least every second year) and must recommend to the Board any improvements to these ToR that the Committee considers necessary. APPROVED BY THE COMMITTEE APPROVED BY THE BOARD COMMITTEE CHAIRMAN DATE: CHAIRMAN OF THE BOARD DATE: Reviewed 4-8-2014 Page 7
ANNEXURE A United Nations Global Compact Principles The United Nations ( UN ) Global Compact asks companies to embrace, support and enact, within their sphere of influence, a set of core values in the areas of human rights, labour standards, the environment and anti-corruption. The UN s Global Compact ten principles that the Committee is responsible to monitor are categorized into Human rights, Labour, Environment and Anticorruption, are as follows: Human Rights Principle 1: Principle 2: The Company should support and respect the protection of internationally proclaimed human rights. The Company should make sure that they are not complicit in human rights abuses. Labour Principle 3: Principle 4: Principle 5: Principle 6: The Company should uphold the freedom of association and the effective recognition of the right to collective bargaining. The Company should eliminate all forms of forced and compulsory labour. The Company should implement effective abolition of child labour. The Company should eliminate discrimination in respect of employment and occupation. Environment Principle 7: Principle 8: Principle 9: The Company should support a precautionary approach to environmental challenges. The Company should undertake initiatives to promote greater environmental responsibility. The Company should encourage the development and diffusion of environmentally friendly technologies. Anti-Corruption Principle 10: The Company should work against corruption in all its forms, including extortion and bribery. Reviewed 4-8-2014 Page 8