Corporate responsibility committee

Membership

• 1. The members, including the chairman, of the committee shall be appointed by the board on the recommendation of the nomination committee and in consultation with the chairman of the corporate responsibility committee. The committee shall consist of not less than three members and a quorum shall be two members. In the absence of the committee chairman, the remaining members present shall elect one of themselves to the chair of the meeting.

Attendance at meetings

• 2. The chairman of the board, the group chief executive, and the group director of corporate responsibility will normally attend the meeting.
• 3. Other board members may attend any meeting of the committee, and members of management and any advisers appointed by the committee shall attend, if invited by the committee.
• 4. The group company secretary, or his nominee, shall be the secretary of the committee.

Frequency of meetings

• 5. Meetings shall be held not less than twice each year and at such other times as the chairman of the committee shall require.

Authority

• 6. The committee is authorised by the board to:
  1. Investigate, or cause to be investigated, any activity within its terms of reference;
  2. Obtain at the Company’s expense external legal or independent professional advice from such advisers as the committee shall select, who may at the invitation of the committee attend meetings as necessary;
  3. Despatch its business, adjourn and otherwise regulate its meetings as it shall see fit, including approving items of business by the written resolution procedure set out in the Company’s articles of association;
  4. Delegate any of its duties as is appropriate to such persons or person as it thinks fit.

Purpose

• 7. The committee shall be responsible for setting guidance, direction and overseeing policies and progress on the Group’s corporate responsibility (CR) and related activities and shall offer advice to the board and management on these matters.

Duties

• 8. The duties of the committee shall be to:
  1. Consider the Group’s strategy towards CR related issues and to monitor relevant external developments making recommendations to the board as appropriate;
  2. Review the Group’s CR policy and Environmental policy and to consider whether they continue to meet the Group’s CR strategy and objectives and making recommendations to the board as appropriate;
  3. Review and monitor the Group’s CR risk exposures;
  4. Review and approve the annual CR Report and provide for an appropriate form of assurance;
  5. Review the CR content contained in the Group’s financial reports and to report to the board concerning such.

Reporting procedures

• 9. The chairman of the committee shall report to the board at regular intervals informing the directors of the matters it has reviewed and making recommendations when requested or when he considers appropriate. The group company secretary shall circulate the minutes of the meetings of the committee to all members of the board.
• 10. The committee members shall undertake a review of the committee’s performance and these terms of reference annually and, if necessary, make recommendations to the board for approval.
• 11. The committee’s duties and activities during the year shall be disclosed in the annual report and accounts.
  The chairman of the committee shall attend the annual general meeting and shall answer questions, through the chairman of the board, on the committee’s activities and responsibilities.