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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 Environment, Social and Governance Committee (the "Committee").
The Committee shall comprise at least three (3) members, all of whom shall be independent Non-Executive Directors. The designated Non-Executive Director responsible for workforce engagement shall be a member.
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.
Members should have the appropriate knowledge, skills and expertise to understand ESG-related strategy, targets and implementation, and shall undertake appropriate development of their skills as necessary.
Members of the Committee shall be appointed by the Board, on the recommendation of the nomination Committee in consultation with the Chair of the ESG Committee. Appointments shall be for a period of up to three (3) years which may be extended for up to two (2) additional three-year periods, provided members (other than the chair of the board, if they are a member of the Committee) continue to be independent.
Only members of the Committee have the right to attend committee meetings. However, other individuals including the Chair of the Board (where not a member of the Committee), Chief Executive, Chief Financial Officer, other executives, ESG representatives, employees, external advisers and other stakeholders may be invited to attend for all or part of any meeting, as and when appropriate. Classification: Restricted
The Board shall appoint the Chair of the Committee. In the absence of the Chair of the Committee and/or an appointed deputy at a Committee meeting, the remaining members present shall elect one of themselves to chair the meeting. The Chair of the Board shall not be chair of the Committee.
The quorum necessary for the transaction of business by the Committee shall be two (2) members.
In the event that a meeting of the Committee is required but a quorum might not be secured, an existing member of the Committee shall be empowered to appoint another Non-Executive Director(s) to attend such meeting in consultation with the Chair of the Committee, provided that such alternative Non-Executive Director is not the Chair of the Board.
Members may participate in a meeting of the Committee by means of a conference telephone, video conferencing facility or other suitable communications equipment.
Any decisions of the Committee shall be taken on a simple majority basis. The Chair of the Committee shall have a casting vote in the event of equality of voting.
Meetings shall be held at least two times in each financial year, as well as at such other times as the Chair of the Committee shall require.
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.
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 person required to attend no later than five (5) working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees, as appropriate, at the same time.
The Secretary or their nominee shall minute the proceedings and resolution of all Committee meetings, as well as keeping appropriate records including recording the names of those present and in attendance.
Draft minutes of Committee meetings shall be circulated to all members of the Committee. Once approved, minutes should be circulated to all other members of the Board by the company Secretary or their nominee unless, exceptionally, it would be inappropriate to do so.
The Committee Chair shall attend the annual general meeting to answer any shareholder questions on the Committee’s activities and responsibilities. In addition, the Committee Chair should seek engagement with shareholders, and other Classification: Restricted stakeholders where relevant, on significant matters related to the Committee’s areas of responsibility.
The Committee is authorised by the Board to determine the Company’s policy within its Terms of Reference.
The Committee is authorised to seek any information it requires from any employee of the Company and all employees shall be directed to co-operate with any request made by the Committee, provided that their role in providing such co-operation is clearly separated from their role within the Company.
The Committee should have oversight of the Group as a whole and, unless required otherwise by regulation, carry out the duties below for the parent company, major subsidiary undertakings and the Group as a whole, as appropriate.
The Committee can establish and oversee any sub-committees or working groups which may be relevant to support the committee’s work.
The duties of the Committee are as follows: