The ESG Committee Terms of Reference

1. Membership

1.1 Members of the Committee shall be appointed by the Board of directors of the Company on the recommendations of the Nomination Committee. The Committee shall consist of not less than three members made up of at least one Board representative who shall be an independent non-executive director and members of senior management.

1.2 The Chair of the Committee shall be appointed by the Board and shall be an independent non-executive director of the Company. In the absence of the Chair of the Committee, the members present at any meeting of the Committee shall elect one of their number to chair the meeting.

1.3 Only members of the Committee have the right to attend Committee meetings. Other individuals may be invited to attend for all or part of any meeting as and when appropriate.

1.4 Appointments to the Committee shall be for up to three years, which may be extended for further periods of up to three years, provided the director still meets the criteria for membership of the Committee.

2. Secretary

2.1 The Company Secretary shall act as Secretary of the Committee, if asked to do so.

3. Quorum

3.1 The quorum necessary for the transaction of business shall be two members at least one of whom shall be an independent non-executive director. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

4. Frequency of meetings

4.1 The Committee shall schedule an annual timetable of at least two meetings and shall also meet at such other times as the Chair of the Committee shall require.

5. Notice of Meetings

5.1 Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other persons required to attend in advance of the meeting.

6. Minutes of Meetings

6.1. Minutes of Committee meetings shall be circulated promptly to all members of the Committee and once agreed, to all members of the Board, unless it would be inappropriate to do so. In addition the Committee Chair should seek engagement with shareholders on significant matters related to the committee’s areas of responsibility.

7. Engagement with shareholders

7.1 The Chair of the Committee shall make every effort to attend the Annual General Meeting and be prepared to respond to any shareholder questions on the Committee’s activities.

8. Duties

8.1 The responsibilities of the Committee are as follows:

8.1.1 To review, agree and establish the Company’s corporate strategy to ensure that Environment, Social and Governance (“ESG”) is and remains an integral part of the strategy and its implementation in practice and that the Group’s social, environmental and economic activities are aligned;

8.1.2 To ensure that there is recognition by all within the Group of the impact of its activities upon all stakeholders including shareholders, customers, suppliers, employees and the wider community and environment and that those activities are regulated such that, consistent with sustainable business and development, they are conducted in a socially responsible manner and have a positive impact on society;

8.1.3 To develop and recommend for acceptance by the Board policies on all key areas of ESG including health and safety, customer safety, standards of business conduct, ethics, employees and employee development, modern slavery, charitable activities and community activities;

8.1.4 To develop and support the activities necessary to convert ESG policies into an effective plan for implementation across the Group and to agree a programme of specific ESG activities and focus for each financial year, supported by appropriate targets and key performance indicators;

8.1.5 To monitor compliance with the ESG policies throughout the Group and review performance annually against agreed targets;

8.1.6 Review and receive updates on the Group’s progress to a Net Zero Carbon Pathway and any other targets regarding climate change.

8.1.6 In conjunction with management and other committees of the Board including the Audit Committee to identify material environmental, social and health and safety risk areas and to ensure that appropriate measures are taken to mitigate any such risks;

8.1.7 To evaluate and oversee on an ongoing basis the quality and integrity of any reporting to external stakeholders concerning ESG matters and, specifically, to review and present to the Board for final approval an ESG report for publication in the annual reports and accounts;

8.1.8 To develop and encourage effective two-way communication concerning ESG issues within the business;

8.1.9 To monitor the Group’s ongoing compliance with the Modern Slavery Act and to agree the Group’s Annual Statement for tabling at the Board;

8.1.10 Assess and monitor culture to ensure alignment with the Company’s purpose, values and strategy.

8.1.11 To consider such other topics and issues in relation to ESG as may be stipulated by the Board from time to time.

9. Reporting Responsibilities

9.1 The Committee Chair shall make recommendations and report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

9.2 The Committee’s responsibilities and activities during the year shall be disclosed in the annual report and accounts.

9.3 The Committee shall also ensure that disclosures required by the Task Force on Climate-related Financial Disclosures are included in the annual report and accounts.

10. Other

10.1 The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

10.2 Be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members.

10.3 Give due consideration to laws and regulations, the provisions of the UK Governance Code and the requirements of the UK Listing Authority’s Listing, Prospectus and Disclosure and Transparency Rules and any other applicable Rules as appropriate.

11. Authority

11.1 The Committee is authorised by the Board to seek any information it reasonably requires from any employee of the Company in order to perform its duties.

11.2 In connection with its duties the Committee is authorised by the Board to reasonably obtain, at the Company’s expense, any outside legal or other professional advice including the appointment of external advisors to advise and support the Committee and the Group in respect of ESG initiatives and is responsible for establishing the selection criteria, terms of reference and fees in respect of any such advisors.


Approved 26 April 2023