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The Board of Directors (the “Board”) of Halfords Group plc (the “Company”) has established, a committee of the Board, henceforth known as the Corporate Social Responsibility Committee (the “Committee”).
Members of the Committee shall be appointed by the Board on the recommendation of the Nomination committee, in consultation with the Chair of the Committee.
The Committee shall consist of a minimum of three members. The Company Secretary or a nominee shall act as the secretary to the Committee and will ensure that the Committee receives information and papers in a timely manner to enable the full and proper consideration to be given to issues.
An independent non-executive director of the Company will be elected the Chair of the Committee. The Chair of the Board shall not be a member of the Committee.
The quorum necessary for the transaction of business by the Committee shall be two members.
In the absence of the Chair, the members attending will elect one of their number to chair the meeting.
The quorum necessary for the transaction of business by the Committee shall be two members.
Prior to the commencement of each financial year, the Chair of the Committee and the secretary shall review the frequency of and the dates for the Committee’s meetings for the subsequent financial year and propose such dates for agreement by other members of the Committee.
A meeting of the Committee shall be called by giving at least five working days’ written notice, unless all the members of the Committee agree to shorter notice.
Members may participate in a meeting of the Committee by means of a conference telephone, video conferencing facility or other suitable communications equipment.
No one other than a Committee member is entitled to attend meetings of the Committee, but other executive and non-executive directors, other senior management and external advisors may be invited to attend for all or part of any meeting as and when appropriate.
The secretary shall minute the proceedings and resolutions of all meetings of the Committee, as well as keeping appropriate records. Minutes of the meetings shall be circulated promptly to all members of the Committee.
The Chair of the Committee, or an appointed deputy in their absence, shall attend the Company’s annual general meeting, being prepared to respond to any shareholder questions on the Committee’s activities.
The Committee is authorised by the Board to determine Company policy within its Terms of Reference.
The Committee is authorised to seek any information it requires from any colleague and all colleague shall be directed to co-operate with any request made by the Committee.
The Committee is authorised by the Board to obtain outside legal or other independent professional advice as it considers necessary to undertake its duties and to secure the attendance of any such advisers at any meetings of the Committee.
The Committee is exclusively responsible for establishing the selection criteria for such advisers and their appointment and terms of reference.
The appointment and performance of any advisers shall be reviewed by the Committee on a regular basis and at least annually.
Any decisions of the Committee shall be taken on a simple majority basis. The Chair shall have a casting vote in the event of equality of voting.
The duties of the Committee are as follows: