SEDEX STAKEHOLDER FORUM (SSF) TERMS OF REFERENCE

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SEDEX STAKEHOLDER FORUM (SSF) TERMS OF REFERENCE Context and introduction Sedex is expanding the scope and remit of the former Associate Auditor Group (AAG) to reflect Sedex s ambition to help members going beyond audit, to a Continuous Assessment & Improvement Cycle. This reflects the need to manage a greater range of sourcing issues, for a longer-term and more inclusive approach. The Sedex AAG has been a successful group that enables brands, auditors and stakeholders to work together on root causes & industry-wide challenges in ethical or social auditing. The AAG has been a unique forum where various stakeholders convene to collaboratively push the boundaries of good practice in social auditing and its value for Sedex is recognised in driving convergence so that SMETA has become the most widely used social / ethical audit globally. It is this proven track record of delivering, and hearing member s voices that Sedex want to evolve further to an even broader group As the scope of work widens to cover the content and effective application of the Improvement Cycle, technology and other products and services by which Sedex aims to make it simpler to do business that s good for everyone, the group will be re-named to reflect this broader remit. The AAG will be renamed to the Sedex Stakeholder Forum (SSF). Structure and Ways of Working of the SSF Owing to the global growth of Sedex, the increased size, remit and necessary nature of the SSF membership, an updated Ways of Working is set out below. 1.1 The purpose of the SSF: Is to collaboratively shape fit for purpose responsible sourcing management, content and methodologies, for all users and impacted people - members & non-members, workers and their communities, to improve business performance and workers lives. Sedex Stakeholder Forum Terms of Reference Version 0.4 May 2016 Page 1

In order to shape responsible sourcing activities, the SSF will provide advice, guidance and direction through consultation, to Sedex staff in order for them to develop and execute their products and services, in the most effective manner. 1.2 The key objectives and operating principles of the SSF are: Driving industry convergence and consistency in responsible sourcing programs e.g. across sectors, site types (farms / manufacturing etc.) and standards Developing tools to assist anyone in improving their responsible sourcing programs e.g. SMETA Corrective action guidance, giving suppliers tangible actions to address common NC s. Leverage technology, to simplify data collection, management and reporting To improve business performance and impact on workers lives, therefore measurement of this will be necessary 1.3 Structure and management of the SSF The reporting structure for the operation of the SSF is set out below; For clarity - decision making authority rests with Sedex staff who are accountable for the execution of the deliverables Page 2

1.4 SSF Chair The SSF Chair-person also leads the steering group. They are a Sedex Exchange Board Member and represent the SSF and their work at board meetings, whilst simultaneously representing the Sedex board in SSF meetings. The Chair is responsible, together with the Sedex CEO, for setting the scope/direction of the groups. The Chair must be present at a minimum of two face-to-face meetings per year. For other meetings, where the Chair is unable to participate, the deputy chair will run the meeting. Ideally the deputy chair is also a member of the Sedex board and very familiar with the current work of the SSF and must be both a Sedex and an SSF member. 1.5 Steering Committee The Steering Committee of the SSF will coordinate the work and direction of all the SSF s workgroups. They will also liaise with Sedex regional/country representatives, to ensure consistent global roll-out, whilst allowing workgroups to manage the detailed work-plans. The Steering Committee is comprised of: Core members - required: SSF Chair Sedex Board member SSF Deputy Chair identified by SSF Chair Sedex Director of Strategy and Planning Selected representatives from SSF workgroups, mainly group leaders, including at least one Buyer (A) or Buyer/Supplier (AB) member, one Supplier (B) member and one auditing company Optional or as required: Other Sedex staff Non-member experts / advisors As part of this, the Steering Committee will ensure appropriate member engagement and communication. The Chair, together with the Sedex Director of Strategy and Planning will use the breakfast meetings or other forums (as required) to work together with working group leaders to share an overview of strategic discussions, and implement the strategic direction into tangible work streams. 1.6 SSF membership criteria and workgroup participation Membership of the SSF is open to all Sedex members, Audit companies and any other SMETA users, being companies on whom audits are undertaken etc. Where specific subject matter experts are needed, they will be brought in as and whenever required as guest members. There will be Page 3

criteria for membership for all SSF member types (Sedex members / SMETA users / Audit companies/guests). There are three types of SSF member; Sedex Buyer (A), Buyer/Supplier (AB) and Supplier (B) members, plus any other category of membership Sedex may introduce SMETA Auditor members Associates being non-sedex members, subject matter experts, academics, trade associations or any other parties interested in progressing the objectives of the SSF The full rules, application process and criteria for membership are set out in Appendix 1. Any member of the SSF is expected to be an active participant of a working group. They may select the local or global working group which they are most interested in, however it may be necessary to re-arrange group numbers to ensure each group has sufficient members. 1.7 Global SSF Meetings There will be meetings twice a year, for Sedex to share the work of the global workgroups and for local members to engage with the Sedex team. 1.8 Regional SSF s The regional groups will now be managed by regional/country Sedex staff as part of normal member engagement activities in that region/country, pulling together meetings as needed and will report into the Sedex management team who will in turn report back to the Steering Committee on workgroup progress. 1.9 Project Work Groups The SSF will undertake project work organised by elements of the cycle and combined as need requires it. This will cover the work of the former AAG workgroups and new ones to ensure development of all elements of the cycle over time. The SSF groups strength is to understand and discuss responsible sourcing topics from a wide number of perspectives, relevant to a region or subject. Any group is only as effective as the participation of its members. Therefore a few ground rules are essential to ensure ownership and participation: Participants are welcome to share their experiences and raise challenges to the Steering Committee. However, they will be expected to supply a positive suggestion to work towards a solution, and to work together with the group to achieve this. Sedex will support the workgroup leaders in their endeavours. Page 4

Workgroup leaders Work group leaders are SSF participants who are prepared to lead a specific content (rather than geographical) group and enable workgroup members to work together to produce a recommendation, or solution to a challenge raised by Sedex or the membership. A workgroup leader can be either a Sedex member or a non-sedex member, but they must be a member of an SSF. Their names are published on the Sedex website to give all members visibility of their leadership. It is useful if the workgroup leader oversees a topic where they have knowledge and some personal interest, as they will drive the work of the group. Outputs & review process All outputs should be agreed by most of the relevant regional or project workgroup, facilitated by the Chair. The work products will then be integrated in to the Sedex offering and system through the Sedex team. The outputs will also be shared with the broader SSF members at the biannual meeting and any regional events. 1.10 Sedex s role Sedex s role is to support the workgroup leaders to project manage the group. This is not to select topics but rather to enable and empower the workgroup leaders in finding robust solutions to the group s challenges. This will include the following: Assisting in setting up regular workgroup calls Supporting the workgroup leaders with any actions which require a neutral body (e.g. gathering and anonymising feedback from the group) Support the workgroup leader in direction (this should be support only) Ensure there are approximately equal number of participants on each working group and as far as possible, each membership type is represented (audit company / Buyer (A) / Buyer/Supplier (AB) / Supplier (B) member). In any case, each workgroup should have a minimum of three participants. Ensure that minutes are produced by each work group Page 5

Appendix 1: SSF Membership criteria, rules, application process and fees For Sedex members Sedex Buyer (A), Buyer/Supplier (AB) and Supplier (B) members interested in being part of this group must have active social auditing programmes in place within their companies, and the individual who will participate must be involved directly with this programme. Interested Buyer (A), Buyer/Supplier (AB) and Supplier (B) members must: Fill out an application form. (the Sedex membership fee covers SSF membership) Nominate one representative per company to be their nominee Be prepared to attend both meetings per year either in person or via an agreed substitute Be involved in at least one work-stream For Auditor members Any auditor that nominates themselves for membership as an Associate Auditor of Sedex needs to be able to demonstrate that the substantial purpose of their activities is consistent with those of Sedex and social auditing forms a major part of their activities. All applicants must: Fill out an application Have a demonstrated commitment to best practice in social auditing Confirm that social auditing is a minimum of 5% of their total business Have held an active Audit Company Group account with Sedex for more than one year Have uploaded a minimum of 20 audits onto the Sedex System Have an office in more than one country Submit details of their auditor training programme Have at least one individual within the organisation who has either conducted above 20 SMETA audits or who has attended a 1-day SMETA foundation course Employ auditors who meet SMETA auditor requirements: 20 man-days in social auditing per year per lead auditor member of staff Have at least some fully employed auditors not all auditors on file should be subcontractors Provide two referrals from existing Sedex member social auditing clients with at least one referral from an existing A member Commit to pay the annual fee to participate, based on turnover (see below) Can adhere to the SSF rules Can demonstrate an active process for ensuring integrity of the audit process by e.g. having and implementing a Code of Integrity and Professional Conduct or equivalent. Page 6

Fees for Auditor members The fees for membership will relate to turnover. The turnover bandings for annual fees are: Group turnover more than 250 million 7,200 10 million to 250 million 2,940 5milllion to 10 million 720 Less than 5 million 360 For non-sedex members Any company that nominates themselves for membership as an Associate of Sedex needs to be able to demonstrate that their activities are consistent and aligned with those of Sedex. This category will be capped at 100 initially, on a first-come, first-served basis, due to the constraints on numbers at the SSF and the Annual Conference. This cannot be considered as Sedex Associate Membership. All applicants must: Fill out an application form and have it approved by Sedex Have a demonstrated commitment (in policy statement) to best practice in responsible sourcing Nominate one representative per company to be their nominee, who has experience of SMETA Commit to pay the annual fee to participate (see below) Fees for non-sedex members The fees for membership will relate to organisation type. The categories for annual fees are: Turnover For Profit Not-for-Profit Group turnover more than 250 million 3000 2000 10 million to 250 million 900 600 5milllion to 10 million 300 200 Less than 5 million 150 100 For NGOs, this will be income rather than turnover. Any member that leaves or decides to resign from the SSF will receive no financial rebate for the already started financial year. Page 7