94. (1) There shall be a social and ethics committee:

(a) To monitor the activities of the CMSA, having regard to any relevant legislation, other legal requirements or prevailing codes of best practice, with regard to matters pertaining to the broad principles of:

i. Social and economic development;
ii. Good corporate citizenship;
iii. The environment, health and public safety;
iv. Consumer relationships;
v. Labour and employment;

(b) To draw matters within its mandate to the attention of the Board; and
(c) To report, through one of its committee members, to the members at an ordinary meeting on the matters within its mandate.

(2) The social and ethics committee shall consist of:

(a) Not less than 3 (three) Directors or prescribed officers of the CMSA, at least one of whom shall be a Director who is not involved in the day-to-day management of the CMSA’s business, and must not have been so involved within the previous (three) financial years; and
(b) The company secretary.

(3) The chairperson of the committee shall be required to present a report to members at the general
meeting.

(4) A social and ethics committee of a company is entitled to –

(a) Require from any Director or prescribed officer any information or explanation necessary for the performance of the committee’s functions;
(b) Request from any employee of the CMSA any information or explanation necessary for the performance of the committee’s functions.
(c) Attend any members’ meeting;
(d) Receive all notices of and other communications relating to any members’ meetings; and
(e) Be heard at any members’ meeting on any part of the business of the meeting that concerns the committee’s functions.

(5) The CMSA must pay all the expenses reasonably incurred by its social and ethics committee, including, if the social and ethics committee considers it appropriate, the costs or the fees of any consultant or specialist engaged by the social and ethics committee in the performance of its functions.