Social and Ethics Committee report
The Social and Ethics Committee supports our purpose of being an ally to those we serve by focusing on Cell C's values of transparency, honesty, integrity and simplicity. The committee helps ensure that Cell C conducts its business responsibly, delivers on its commitments and maintains the trust of its customers, employees, communities, shareholders and broader stakeholder community.
Mandate
The Social and Ethics Committee is a statutory committee in accordance with the requirements of section 72(4) of the Companies Act, 2008 (Companies Act) and regulation 43 of the Companies Regulations, 2011 (Regulations); and a committee of the Board in terms of section 72(1).
The company's sustainability philosophy is underpinned by the realisation that sustainable business success depends on creating long-term value for customers, employees, shareholders and society. Through its business endeavours, Cell C seeks to make a lasting and significant social, economic and environmental contribution to the communities in which it operates. The committee assists the Board in overseeing sustainability, social and ethics-related matters, as well as the company's corporate social responsibility initiatives and programmes.
The committee is guided by the Companies Act, King IV™, the 10 principles set out in the United Nations Global Compact, and relevant legislation regarding B-BBEE, fraud and corruption, workplace matters, and the environment.
Attendance and composition
The Companies Second Amendment Act, 17 of 2024, became effective in December 2024. This means that members of the Social and Ethics Committee of a listed company must be elected by shareholders at the AGM.
| Members | Invitees | Relevant skills profile of members |
|---|---|---|
| M Makanjee (Chairman) (1/1) | Chief Executive Officer Chief People Officer Chief Financial Officer Chief of Strategy and Business Transformation Chief Marketing Officer | Committee members have significant board and executive leadership experience, complemented by expertise in governance, ethics, compliance, stakeholder engagement, sustainability, reputation management and transformation. The committee's effectiveness is enhanced through structured input from management across HR, risk, sustainability, customer and operations, ensuring informed decision-making. |
| GN Motsa (1/1) | ||
| SV Zilwa (1/1) | ||
| SJ Vilakazi (1/1) |
A defining year for Cell C
The year under review marked a significant milestone in Cell C's evolution, with its transition to a listed environment driving the continued strengthening of its governance framework, policy architecture and reporting capabilities. The committee devoted considerable attention to ensuring that its Terms of Reference, work plan and activities aligned with the JSE Listings Requirements and King IV™ principles. The committee also enhanced its oversight approach to reflect the increased governance, disclosure and stakeholder expectations associated with operating as a listed company.
Greater alignment was established across Board committees to ensure that governance structures, disclosure practices and committee mandates evolve in a coordinated manner. The committee engaged with the Audit, Risk and Compliance Committee on ethics, whistleblowing, privacy, stakeholder-related risks and the emerging sustainability agenda. The committee also collaborated with the Remuneration Committee on matters of shared interest, including fair and equitable pay, organisational culture, ethics, employee wellbeing, transformation and people-related governance matters.
This year, Cell C's most notable social achievements included momentum in transformation (Level 1 B-BBEE status maintained) and the expansion of our CSI and socio-economic initiatives in education, digital inclusion and youth development. The company strengthened customer experience and stakeholder-focused governance, enhanced its employee wellbeing offering and elevated its ethics and responsible business conduct. A key environmental achievement was the clearer articulation of sustainability within Cell C's strategy, with growing focus on environmental efficiency and sustainability governance.
Oversight areas
The committee's role is to help ensure that the company's purpose is reflected in its actions, decisions and conduct across the organisation. In line with its Terms of Reference and annual work plan, the committee oversees social and ethics matters in five major categories, namely:
- Socio-economic development;
- Good corporate citizenship;
- Environment, health and safety;
- Consumer relationships; and
- Labour and employment.
The committee considers stakeholder perspectives through the regular reports it receives on matters such as stakeholder engagement, customer experience, employee wellbeing, ethics, transformation and broader social impact. These insights inform the committee's deliberations, identify areas requiring further oversight and influence its focus areas. Stakeholder concerns are raised through a variety of channels and support informed, responsible and stakeholder-conscious decision-making.
Socio-economic development
The committee oversaw Cell C's socio-economic development agenda, including CSI, employment equity, B-BBEE and broader transformation priorities. The committee monitored the effectiveness of programmes aimed at expanding access to education, digital inclusion and economic participation, while supporting the development of South Africa's future skills pipeline.
Cell C's CSI strategy is centred on education, digital access and digital skills as key drivers of social mobility and employability. Through the SEE Youth platform, we support young people across the education-to-work continuum through academic support, career exposure, digital literacy and future-focused skills development programmes that reach learners in underserved communities across South Africa.
This year, we offered 26 unemployed youth fully-funded IT learnerships and 26 disabled youth cybersecurity learnerships. We also funded an additional 60 youth through the YES Programme.
A flagship example is Take a Child to Work Day, one of Cell C's longest-standing youth development initiatives and a key component of the SEE Youth careers pillar. The programme provides learners with practical workplace exposure, helping them make informed study and career decisions while strengthening the future talent pipeline.
Good corporate citizenship
The committee oversees stakeholder engagement, ethical conduct and responsible business practices. A significant focus area during the year was developing a formal Stakeholder Engagement policy, which the committee recommended to the Board for approval. The policy establishes a consistent and structured approach to stakeholder engagement, strengthening accountability, transparency and the consideration of stakeholder interests in decision-making.
The committee considered a range of ethics-related matters, including ethics training, implementation of the revised Code of Ethics and frameworks linked to whistleblowing, gifts and conflicts of interest. The launch of the Living Listed programme in December 2025 was an important milestone in Cell C's governance journey, with a central information and resource hub supported by ongoing mandatory employee training. The programme supports employees in understanding the responsibilities, behaviours and standards expected within a listed environment. The programme formed part of broader efforts to embed ethical conduct, strengthen governance awareness and foster a culture of integrity. In 2027, we will roll out a company-wide ethics training programme that focuses on practical case studies.
Consumer relationships
The committee continued to oversee initiatives aimed at enhancing customer experience through clear, transparent and accessible communication. Particular emphasis was placed on simplifying customer interactions, improving the clarity of customer-facing information and promoting consistency across all customer touchpoints. The committee received updates on customer experience, customer conduct, privacy and information ethics.
Labour and employment
The committee spent time on labour and employment matters, including workforce metrics, employment equity, labour relations, skills development and employee wellbeing. This included examining fair employment practices, leadership development and retention and overseeing occupational health and safety, including workplace controls and evacuation readiness.
Advancing Cell C's sustainability agenda
The committee is supporting the development of Cell C's sustainability strategy in a manner that is practical, proportionate and aligned with the company's stage of maturity as a newly listed entity. The committee's oversight of key social, ethical, stakeholder and governance matters informs our approach and provides a structured framework for sustainability thinking, governance and disclosure. At this stage, the committee's role is to lay the right foundations to support an integrated sustainability approach over time.
The ISSB sustainability standards, IFRS S1 (sustainability) and IFRS S2 (climate), strongly emphasise identifying and mitigating the sustainability and climate-related risks and opportunities that could affect enterprise value. The committee's current focus is on enhancing the visibility of these risks and ensuring that considerations such as environmental efficiency, stakeholder expectations, regulatory developments, data integrity and long-term business resilience
are integrated into governance and decision-making. As our Sustainability Framework evolves, the committee will support a more deliberate, integrated and systematic approach to the identification, assessment and oversight of sustainability-related risks.
Looking ahead
As we continue our journey as a listed entity, the committee will focus on strengthening its sustainability approach. In practical terms, that means continuing to mature Cell C’s sustainability approach in a way that is appropriate for a newly listed company, making sustainability more explicit in how decisions, trade-offs and risks are considered and developing sustainability metrics, disclosures and governance processes over time.
Conclusion
The committee is satisfied that it has fulfilled its statutory responsibilities and discharged its duties in accordance with its Terms of Reference during the year under review. I would like to thank the Board for its support for the committee's work as we enter the next phase of the company's listing.
Maya Makanjee
Chairman: Social and Ethics Committee
30 September 2026
