CSR committee terms of reference

In these Terms of Reference the following terms shall have the following meanings: Board shall mean the Board of Directors of the Company; and Committee shall mean the Corporate Social Responsibility Committee.

1 Introduction
1.1 These Terms of Reference have been produced to identify and formalise the roles, tasks and responsibilities of the Committee and to assist the Committee in achieving best practice in corporate governance for the Company.
1.2 The Committee has the delegated authority of the Board in respect of the functions and powers set out in these Terms of Reference.
1.3 The Committee may sub-delegate any or all of its powers and authority as it thinks fit to one or more of its members or the Company secretary, including, without limitation, the establishment of sub-committees which are to report back to the Committee.

2 Membership and Attendance
2.1 The Committee shall be appointed by the Board on the recommendation of the Company’s Nomination Committee, in consultation with the Committee chairman (other than in respect of the initial members of the Committee as set out in paragraph 2.2 below) from amongst the directors of the Company and shall be made up of at least two directors, the majority of whom shall be independent non-executive directors of the Company as determined by the Board.
2.2 The initial members of the Committee shall be Simon To, Christopher Clarke and Steve Wright.
2.3 The Board shall appoint the Committee chairman who shall be either the chairman of the Board or an independent non-executive director. The first chairman of the Committee shall be Simon To. In the absence of the Committee chairman and/or an appointed deputy, the remaining members present shall elect one of their number to chair any meeting of the Committee from those who would qualify under these Terms of Reference to be appointed to that position by the Board. The chairman of the Board shall not chair the Committee when it is dealing with the appointment of a successor to the chairmanship.
2.4 Only members of the Committee shall have the right to attend and vote at Committee meetings. However, other individuals such as the chief executive, the Company’s head of human resources and external advisers of the Company may be invited to attend for all or part of any meeting as and when appropriate and necessary and with the agreement of the Committee chairman.
2.5 Members of the Committee shall be appointed by the Board for a period of up to three years. Such appointment may then be extended by further periods of up to [three] years, provided the director continues to meet the criteria for membership of the Committee.
2.6 The Committee chairman shall review membership of the Committee annually, as part of the annual performance evaluation of the Committee.

3 Secretary
The Company secretary or his/her nominee shall act as the secretary of the Committee (Secretary) and shall ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to issues.

4 Quorum
The quorum necessary for the transaction of business shall be two members, both of whom must be independent non-executive directors present in person or by audio or video conference or such other electronic facility as provides an electronic means of attendance and participation in the meeting. 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.

5 Frequency of Meetings
The Committee shall meet at least twice a year and at such other times as may be required.

6 Notice of Meetings and Proceedings at Meetings
6.1 Meetings of the Committee shall be summoned by the Secretary at the request of the chairman of the Committee or any member of the Committee.
6.2 Unless otherwise agreed by the Committee chairman, 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, any other person required to attend and all other non-executive directors of the Company, no later than five working days prior to the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time.
6.3 Meetings of the Committee may be conducted when the members are physically present or in the form of video or audio conferences or some other electronic means enabling attendance and participation in the meeting.
6.4 A resolution in writing and signed by all Committee members will be as effective as a resolution passed at a Committee meeting. Any written resolution shall be tabled and noted at the next meeting of the Committee.
6.5 Each member of the Committee shall have one vote which may be cast on matters considered at the meeting. Votes can only be cast by members attending a meeting of the Committee (whether in person or by audio or video conference).
6.6 If a matter that is considered by the Committee is one where a member of the Committee, either directly or indirectly has a personal interest, that member shall not be permitted to vote at the meeting.
6.7 Except where he has a personal interest, the Committee chairman shall have a casting vote.
6.8 The Committee chairman may ask any attendees of a Committee meeting to leave the meeting to allow discussions of matters relating to them.

7 Minutes of Meetings
7.1 The Secretary shall minute the proceedings and resolutions of all Committee meetings (including the names of those present and in attendance) and shall ensure the Committee is properly constituted and advised.
7.2 The Secretary should ascertain, at the beginning of each meeting, the existence of any conflicts of interest and minute them accordingly.
7.3 Draft minutes of Committee meetings shall be circulated promptly to all members of the Committee and, once approved, to all other members of the Board, unless, in the opinion of the Committee chairman, it would be inappropriate to do so.

8 Annual General Meeting
8.1 The chairman of the Committee shall attend the Company’s Annual General Meeting prepared to answer any shareholder questions on the Committee’s activities.

9 Duties
9.1 The Committee shall, in conducting all of its duties in accordance with these Terms of Reference, act in a way it considers in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, the Committee must have regard (among other matters) to:
(a) the likely consequences of any decision in the long term;
(b) the interests of the Company’s employees;
(c) the need to foster the Company’s business relationships with suppliers, customers and others;
(d) the impact of the Company’s operations on the community and the environment;
(e) the desirability of the Company maintaining a reputation for high standards of business conduct; and
(f) the need to act fairly as between the members of the Company.
9.2 The Committee shall carry out the following duties for the Company as appropriate:
(a) reviewing and monitoring the sustainability, environmental, safety and health policies, systems and activities of the Company in order to ensure compliance with applicable health, safety, and environmental and community legal and regulatory requirements;
(b) encouraging, assisting and supporting management in developing short and long term policies and standards to ensure that the principles set out in the sustainability, environmental, health and safety policies are being adhered to and achieved;
(c) regularly reviewing community, environmental, health and safety response compliance issues and incidents to determine on behalf of the Board, that the Company is taking all necessary action in respect of those matters and that the Company has been duly diligent in carrying out its responsibilities and activities in that regard;
(d) ensuring that the Company monitors trends and reviews current and emerging issues in the field of sustainability, environment, health and safety and evaluates their impact on the Company;
(e) ensuring that the Board are kept advised of their duties and responsibilities related to the scope of this Committee;
(f) making periodic visits, as individual members or as the Committee as a whole to corporate locations in order to become familiar with the nature of the operations, and to review relevant objectives, procedures and performance with respect to sustainability, environment, health and safety;
(g) investigating, or causing to be investigated, any extraordinary negative sustainability, environment, health and safety performance where appropriate; and
(h) any other duties and responsibilities as may be conferred on it from time to time by the Board.

10 Reporting Responsibilities
10.1 The chairman of the Committee shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
10.2 The Committee shall work and liaise as necessary with other Board Committees.
10.3 The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
10.4 The Committee shall make available to shareholders these Terms of Reference.

11 Other Matters
11.1 The Committee shall have access to sufficient resources in order to carry out its duties, including access to the Company Secretary for assistance as required, and shall have the authority to seek advice from internal and external sources, as the Committee deems appropriate, to assist in discharging its responsibilities.
11.2 The Committee shall work and liaise as necessary with other Board Committees.
11.3 The Committee shall 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.
11.4 The Committee shall arrange for periodic reviews of its own performance and, at least annually, review its constitution and these Terms of Reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
11.5 The Committee shall give due consideration to laws and regulations, the provisions of the QCA Corporate Governance Code and the requirements of the London Stock Exchange’s AIM Rules for Companies and any other applicable rules as appropriate.

12 Authority
12.1 The Board authorises the Committee to carry out the duties set out in these Terms of Reference, to have unrestricted access to the Company’s documents and information and to obtain, at the Company’s expense, appropriate professional advice on any matter within its terms of reference, as it considers necessary.
12.2 The Board authorises the Committee to seek any information it requires from any employee or director of the Company, and all such employees or directors will be directed to co-operate with any request made by the Committee.
12.3 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.

13 Procedure
Subject to the constitutional documents of the Company, the Committee shall determine its own procedures.