Terms of Reference

Constitution

The Board of Directors has established, in line with the UK Corporate Governance Code 2014 (the “Code”), a committee of the Board, henceforth known as the Corporate Social Responsibility Committee (the “Committee”).

Membership

Members of the Committee shall be appointed by the Board on the recommendation of the Nomination committee, in consultation with the Chairman 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.

An independent non-executive director of the Company will be elected the Chairman of the Committee. The Chairman of the Company’s Board shall not be a member of the Committee.

Quorum

The quorum necessary for the transaction of business by the Committee shall be two.

In the absence of the Chairman, the members attending will elect one of their number to chair the meeting.

Meetings

Meetings shall be held at least two times in each financial year, as well as at such other times as the Chairman of the Committee shall require.

Prior to the commencement of each financial year, the Chairman 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.

Annual General Meeting

The Chairman 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.

Authority

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 employee and all employees shall be directed to co-operate with any request made by the Committee.

Independent Advice and Resources

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.

Decisions of The Committee

Any decisions of the Committee shall be taken on a simple majority basis. The Chairman shall have a casting vote in the event of equality of voting.

Terms of Reference

The duties of the Committee are as follows: