A Critique of the Role of Social and Ethics Committees in Amplifying the Stakeholder Voice Under Company Law in South Africa: Lessons from the UK Corporate Governance Code

This chapter critically examines the role of Social and Ethics Committees (SECs) in amplifying the internal stakeholder voice within the framework of company law in South Africa, drawing insights from both primary and secondary sources of law, including the UK Corporate Governance Code. Through a comprehensive literature review, the chapter analyses the Companies Amendment Bill of 2021, which introduces significant changes to the Companies Act 71 of 2008, with a focus on its potential to strengthen stakeholder engagement through SECs. While the Bill aims to improve corporate governance by addressing existing legal ambiguities, the chapter argues that it still prioritizes shareholder interests, potentially at the expense of broader stakeholder involvement. The methodology involves a critical review of legal texts, statutory provisions, case law, and scholarly articles to explore how internal Corporate Social Responsibility (CSR), facilitated by SECs, can enhance corporate accountability, transparency, and social responsiveness, thereby positively influencing company performance. The analysis critiques the Bill’s provisions on SEC composition, qualifications, and reporting, identifying both strengths and weaknesses in fostering effective stakeholder engagement. By drawing on the UK Corporate Governance Code and other relevant legal frameworks, the chapter advocates for a more balanced and inclusive approach in South African company law that ensures the voices of all stakeholders—employees, communities, and shareholders—are heard and respected in corporate decision-making. The chapter concludes that such reforms, informed by both primary and secondary sources of law, are essential for creating a more equitable and responsible business environment in South Africa.