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IN THE COMPANIES TRIBUNAL OF SOUTH AFRICA
CASE NO: CT02740ADJ2026
Ex Parte Application
CRONIMET (RSA) (Pty) Ltd APPLICANT
Presiding Member: Dr. M A Chicktay
Date of Decision: 26
th June 2026
DECISION
1. INTRODUCTION
1.1. The Applicant is CRONIMET (RSA) (Pty) Ltd (“the Applicant”),
registered in terms of the company laws of the Republic of South
Africa, under registration number 1995/ 007896/07
2. THE APPLICATION
2.1 This is an ex parte application brought, on behalf of the Applicant by
Bernard Maguire, in terms of Section 72(5) (b) of the Act for an exemption
from the requirement to appoint a Social and Ethics Committee.
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3. THE REQUIREMENTS OF THE ACT
3.1. Section 72 (4) provides for the Minister to prescribe, by way of
Regulation, those companies which shall be required to appoint a
Social and Ethics Committee.
3.2. Section 72 (5) provides that, notwithstanding a requirement to appoint
a Social and Ethics Committee, a company may apply to the Tribunal
in the prescribed manner and form for an exemption from that
requirement, and the Tribunal may grant such an exemption if it is
satisfied that (a) “…the company is required in terms of some other
legislation to have, and does have, some form of formal mechanism
within its structures that substantially performs the function that would
otherwise be performed by the social and ethics committee;” or (b) “it
is not reasonably necessary in the public interest to require the
company to have a social and ethics committee, having regard to the
nature and extent of the activities of the company.”
3.3. Regulation 43 (1) (c) of the Act requires "… any other company that
has in any two of the previous five years, scored above 500 points in
terms of Regulation 26 (2)".
3.4. Regulation 43 (2) (a) of the Act requires that a “company to which this
regulation applies must appoint a social and ethics committee unless –
(a) it is a subsidiary of another company that has a social and ethics
committee, and the social and ethics committee of that other company
will perform the functions required by this regulation on behalf of that
subsidiary company; or (b) it has been exempted by the Tribunal in
accordance with section 72 (5) and (6)."
3.5. Regulation 26 (2) sets out the methodology of a company calculating
its "public interest score".
4. THE FACTS
4.1. The Applicant confirms in the supporting affidavit filed that
4.1.1. The Applicant scored more than 500 PI Score and therefore is
applying for the relief to establish a Social and Ethics Committee,
4.1.2. The Applicant employees only 75 employees.
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4.1.3. The Applicants operations do not impact on a broad section of
the public. Nor do they have any public interest concerns.
4.1.4. Given the size and nature of the enterprise, such a requirement
would not be proportionate. It is not necessary for the Applicant to
have a Social and Ethics Committee.
4.1.5. It thus requests that it be e xempted from having a social and
Ethics Committee.
5. ANALYSIS OF THE FACTS
5.1. A company that has a score of over 500 PI is required to have a Social
and Ethics Committee unless it is exempted to do so in terms of the
Companies Act
5.2. The two conditions for exemption1 stated in the Act are:
5.2.1. if the company is already required by another law to have an
existing structure in place that actually performs the functions
prescribed by the Act to the Social and Ethics Committee; or
5.2.2. If the nature and extent of the company's activities are such that
it does not have any significant impact on the public interest.
5.3. Having r ead the supporting affidavit I am not convinced that the
Applicant has made out a proper case that it is not reasonably
necessary to require the Applicant to appoint a Social and Ethics
Committee. The Applicant merely indicates that it is not necessary for
the Applicant to have a Social and Ethics Committee. It says it’s not
proportional to what it does. The Applicant does not give any
explanation. The Applicant does not state what it does or why it is not
necessary or disproportionate. The Applicant does not state the
nature of its business. The Applicant also employs around 75
employees, which is not a small number. The Application is thus
dismissed.
1 The Social and Ethics Committee Handbook – Guidebook for South African Companies P9, compiled by Prof Deon
Rossouw, The Ethics Institute of South Africa (2012)
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6. ORDER
In the circumstances I make the following Order:
6.1 The Applicant is dismissed.
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Dr. M A CHICKTAY
MEMBER OF THE COMPANIES TRIBUNAL
JOHANNESBURG