Committees' Terms of Reference

Committees' Terms of Reference

The Board has established a number of Committees to assist in the discharge of its responsibilities. The Company Secretary acts as secretary to the Committees.

Only the members of each Committee are entitled to attend its meetings, although other Directors, professional advisers and members of the senior management team attend when invited to do so. The Audit Committee will invite the Auditor to certain of its meetings. In the cases of the Nomination and Remuneration Committees, no member is present when business pertinent to them is under discussion. The Company also has an Environmental, Social and Governance (“ESG”) Committee (formerly called the Corporate Social Responsibility ("CSR") Committee), comprising senior management and directors and chaired by a Non-Executive Director. A Treasury Committee, composed of senior members of the finance and treasury teams and chaired by the Finance Director, has been established to manage the day-to-day treasury needs of the Group. A Disclosure Committee comprised of a minimum of two Directors has been established to approve finalised market announcements prior to release. When the need arises, separate ad hoc committees may be set up by the Board to consider specific issues.

Audit Committee

Nomination Committee

Remuneration Committee

ESG Committee

Disclosure Committee

Risk Committee Terms of Reference