TERMS OF REFERENCE. DLC Social and Ethics Committee
|
|
- Abigail Nichols
- 6 years ago
- Views:
Transcription
1 TERMS OF REFERENCE DLC Social and Ethics Committee Overview Investec Limited and Investec plc are managed as a single economic enterprise as a result of the dual listed companies structure ( the Group ) The Companies Act, 71 of 2008 promulgated in South Africa with effect from 01 May 2011 (the Act ), provides that all listed public companies and other companies with a public interest score of above 500 (in any two of the previous five years) must establish a Social and Ethics Committee before 01 May The Act enables the Group to appoint a Social and Ethics Committee for the holding company, which will fulfill the required functions on behalf of the subsidiary companies As the mandate of the Committee includes certain governance and compliance matters, and due to the reporting structure of the Group, the scope of this Committee will be extended to include Investec plc as well Accordingly, the Investec Limited and Investec plc Boards (the Boards ) resolved to constitute a Social and Ethics Committee ( SEC ) and Furthermore, each of the Investec Limited and Investec plc Boards will adopt these terms of reference, which will apply to the SEC of the combined Investec Group. Membership Committee members and its chairman shall be appointed, removed or replaced by the Boards at any time Membership will automatically end at such time as a member ceases to be a member of the boards Committee members and if required, their attendance at committee meetings during each year, shall be identified in the Investec Annual Report and The chairman of the Committee may at his discretion invite non-members to meetings as deemed necessary. Composition The committee shall at all times have at least four members (of whom at least 2 (two) members must be non-executive directors) Current members are listed in Appendix I attached hereto. Quorum A quorum shall be 2 (two) members, including the Chairman. Notice of meetings SEC meetings will be called by the Secretary at the request of any of its members Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of the items to be discussed, shall be forwarded to each SEC member and any other person required to attend, no later than five working days before the date of the meeting. Frequency Meetings of the SEC shall be held quarterly Meetings may also be held whenever required on an ad hoc basis.
2 Meetings other than in person Where deemed appropriate by the SEC Chairman, meetings and subsequent approvals and recommendations may occur via written resolution or conference call or other electronic means of audio or audio-visual communication. Voting A motion shall be passed by a simple majority of votes cast in favour thereof by members present and eligible to vote, or by a resolution in writing signed by the majority of SEC members. There shall be no casting vote. Secretary One of the Group s Company Secretaries, or their nominee, shall act as Secretary of the SEC. Minutes of meetings The Secretary shall minute the proceedings and resolutions of all SEC meetings, which shall be circulated promptly to all SEC members and other SEC meeting attendees as appropriate. Specific duties The functions of the SEC shall be to assist the Boards and make certain recommendations to the Boards: In monitoring the Group s activities, having regard to any relevant legislation, other legal requirements or prevailing codes of best practice, with regard to matters relating to: Social and economic development, including the Group s standing in terms of the goals and purposes of: o The 10 principles set out in the United Nations Global Compact Principles o The OECD (Organisation of Economic Co-operation and Development) recommendations regarding corruption Good corporate citizenship, including the Group s: o Promoting of equality, prevention of unfair discrimination, and reduction of corruption o Record of sponsorship, donations and charitable giving o Environment, health and public safety, including the impact of the Group s activities and of its products and services o Consumer relationships, including the company s advertising, public relations and compliance with consumer protection laws and o Labour and employment, including: The Group s standing in terms of the international Labour Organisation Protocol on decent work and working conditions and The Group s employment relationships, and its contribution towards the educational development of its employees In monitoring Investec Limited and its subsidiaries activities, with regard to matters relating to: The Employment Equity Act The Broad-Based Black Economic Empowerment Act and Contribution to development of the communities in which its activities are predominantly conducted or within which its products and services are predominantly marketed
3 In drawing matters within its mandate to the attention of the Boards as occasion requires In reporting, through one of its members, to the shareholders at the Investec Limited and Investec plc Annual General Meeting (AGM) on matters within its mandate In performing such further functions as may be prescribed. Human Rights To respect and uphold the Group s commitment to the United Nations principle regarding Human Rights To review the policies and procedures that ensure we avoid infringing on human rights of others throughout our sphere of influence To uphold the UK Modern Slavery Act 2015 to combat slavery and human trafficking, specifically through the following: o Encouraging a culture of transparency with regards to the supply of goods and services to the UK business o Ensuring that our supply chain is free of any modern slavery and/or human trafficking o Reviewing our strategies with suppliers to create immediate and long-term solutions to prevent modern slavery within our supply chain. Review of Terms of reference The SEC will review the terms of reference on an annual basis to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Boards for approval. Reporting responsibilities The Chairman of the SEC will report back to the Boards on its proceedings after each meeting The SEC may include a statement in the annual report about its activities and a member of the SEC may report to the shareholders at the AGM on matters within its mandate Scope of duties The foregoing list of specific duties and reporting responsibilities is not intended to be either complete or exclusive, and the SEC shall, in addition, have such powers as may be necessary or appropriate for the performance of its duties in terms of these Terms of reference. Authority The Boards authorise the SEC: To perform each of the specific duties and undertake each of the reporting responsibilities contained in these terms of reference and have the power to delegate authority to sub-committees or individuals, as it deems appropriate To investigate any matter within its terms of reference and seek any information or explanation it requires from any employee, director or prescribed officer (all such persons being directed to cooperate with any such request by the SEC) To obtain, at the expense of the Group, outside legal or other professional advice on any matter within its terms of reference To attend any general shareholders meetings of Investec Limited and Investec plc and to report on and answer any questions from shareholders within its mandate
4 To receive all notices and other communications relating to any general shareholders meeting of Investec Interface with other Board Committees Certain of the Committee s monitoring functions are being monitored by other Board Committees. It is not the intention for this Committee to duplicate the monitoring activities of those Committees. The assurance framework of this Committee will indicate where there is overlap with other Board Committees and therefore this Committee could rely on the output of those Committees to give assurance as regards those specific matters.
5 Appendix 1 Membership F Titi (Chairman) CA Carolus B Kantor S Koseff Lord Malloch-Brown KCMG PRS Thomas
Social, Ethics and Sustainability Committee Charter 2018
Master Drilling Group Limited ( the Company ) Social, Ethics and Sustainability Committee Charter 2018 1 1. Introduction 1.1 The Social, Ethics and Sustainability Committee (the Committee ) is constituted
More informationRCL FOODS LIMITED SOCIAL AND ETHICS COMMITTEE CHARTER
RCL FOODS LIMITED SOCIAL AND ETHICS COMMITTEE CHARTER REVISION DATE: 23 June 2016 CONTENTS Page 1. INTRODUCTION 2 2. PURPOSE 2 3. COMPOSITION 2 4. TERMS OF REFERENCE 3 5. REPORTING RESPONSIBILITIES 3 6.
More informationSOCIAL AND ETHICS COMMITTEE CHARTER. Index
1. Introduction 2. Purpose 3. Composition 4. Responsibilities and functions 5. Authority and powers 6. Meetings and procedures: 6.1 Frequency 6.2 Attendance 6.3 Notices of meetings 6.4 Agenda and minutes
More informationStenprop Limited ( Stenprop or the Company ) Terms of reference for the Social and Ethics Committee
Stenprop Limited ( Stenprop or the Company ) Terms of reference for the Social and Ethics Committee 1 1. Role and Constitution 1.1 The Social and Ethics Committee (the Committee ) was constituted on [13
More information3.2 No JSE executive, member of management or staff shall be a member of the Committee.
TERMS OF REFERENCE GROUP SOCIAL & ETHICS COMMITTEE 1. Introduction 1.1 The Group Social & Ethics Committee (the Committee ) is constituted as a standing committee of the Board of JSE Limited ( JSE ). The
More informationTERMS OF REFERENCE SOCIAL, ETHICS AND TRANSFORMATION COMMITTEE OF THE BOARD
TERMS OF REFERENCE SOCIAL, ETHICS AND TRANSFORMATION COMMITTEE OF THE BOARD Page 2 Table of Contents 1. INTRODUCTION... 3 2. MANDATE IN RESPECT OF SUBSIDIARIES... 3 3. PURPOSE OF THE TERMS OF REFERENCE...
More informationSOCIAL AND ETHICS COMMITTEE TERMS OF REFERENCE
SOCIAL AND ETHICS COMMITTEE TERMS OF REFERENCE Keaton Energy Holdings Limited subscribes to best practice principles of corporate governance and therefore approves the following terms of reference. 1.
More informationSocial, Ethics, Transformation and Sustainability Committee Mandate
1. Introduction 1.1. The Social, Ethics, Transformation and Sustainability Committee (Committee) is constituted as a statutory committee of Mr Price Group Limited (the Company or Group) in terms of section
More informationCommittee membership will automatically end at such time as a member ceases to be a member of the Board
TERMS OF REFERENCE Investec plc and Investec Bank plc Audit Committee The Investec plc and Investec Bank plc Audit Committee ( the Committee ) is mandated by the board of directors of Investec plc ( plc
More informationSocial & Ethics Committee
TERMS OF REFERENCE ( TOR ) Social & Ethics Committee The purpose of these TOR is to define the Committee s role and responsibilities, its delegated authority and its membership and meeting procedures.
More informationDATED 24 JUNE 2015 PURETECH HEALTH PLC NOMINATION COMMITTEE: TERMS OF REFERENCE
DATED 24 JUNE 2015 PURETECH HEALTH PLC NOMINATION COMMITTEE: TERMS OF REFERENCE CONTENTS 1. DEFINITIONS... 1 2. INTRODUCTION... 1 3. MEMBERSHIP... 1 4. SECRETARY... 1 5. QUORUM... 2 6. FREQUENCY OF MEETINGS...
More informationTerms of Reference of Nomination Committee
WANdisco PLC ("Company") Nomination Committee - 24 February 2017 Terms of Reference Terms of Reference of Nomination Committee References to the Board shall mean the full Board of Directors of the Company.
More informationTerms Of Reference Audit Committee February 2011
Reference to the Committee shall mean the Audit Committee. Reference to the Board shall mean the Board of Directors. 1. Membership 1.1. Members of the Committee shall be appointed by the Board, on the
More informationSTOCK SPIRITS GROUP PLC NOMINATION COMMITTEE TERMS OF REFERENCE
STOCK SPIRITS GROUP PLC NOMINATION COMMITTEE TERMS OF REFERENCE The following are the terms of reference of the Nomination Committee (the Nomination Committee ) of Stock Spirits Group PLC (the Company
More informationOphir Energy plc (the Company ) Terms of Reference: Nomination Committee
1 Ophir Energy plc (the Company ) Terms of Reference: Nomination Committee adopted by the Board of Directors of the Company on 19 April 2011 and revised on 19 November 2014 and 14 November 2018 Reference
More informationNominations Committee
Nominations Committee Terms of Reference 1. Membership 1.1 The committee shall comprise at least three members. The chairman of the board may be a member if he or she was considered independent on appointment.
More informationHEALTH, SAFETY, SOCIAL AND ENVIRONMENTAL COMMITTEE CHARTER
HEALTH, SAFETY, SOCIAL AND ENVIRONMENTAL COMMITTEE CHARTER 1. PURPOSE OF THE CHARTER 1.1 This Health, Safety, Social and Environmental Committee Charter (the Charter) sets out the role, composition and
More informationRoyal Mail plc (the Company) Remuneration Committee (the Committee) - Terms of Reference
Royal Mail plc (the Company) Remuneration Committee (the Committee) - Terms of Reference Membership and constitution 1. Membership 1.1. The Committee shall comprise at least three Non-Executive Directors.
More informationAdopted by resolution of the Board on 26 April 2016 FLYBE GROUP PLC. Remuneration Committee Terms of Reference
Adopted by resolution of the Board on 26 April 2016 FLYBE GROUP PLC Remuneration Committee Terms of Reference FLYBE GROUP PLC (the Company) REMUNERATION COMMITTEE TERMS OF REFERENCE In these Terms of Reference
More informationMichael Page International plc (the Company ) TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE
Michael Page International plc (the Company ) TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE 1. CONSTITUTION The Committee has been established by resolution of the Board and is to be known as the Nomination
More informationMERLIN ENTERTAINMENTS PLC NOMINATION COMMITTEE TERMS OF REFERENCE. Chairman of the Board All Independent Non-Executive Directors
MERLIN ENTERTAINMENTS PLC NOMINATION COMMITTEE TERMS OF REFERENCE Members: Chairman of the Board All Independent Non-Executive Directors Observers: KIRKBI Representative Non-Executive Director 1 Group
More informationNomination & Corporate Governance Committee
Nomination & Corporate Governance Committee Terms of Reference 1. Membership 1.1. Members of the Committee shall be appointed by the Board. The Committee shall be made up of at least three members, who
More informationCompliance Committee
Savannah Petroleum PLC (the Company ) Compliance Committee Terms of Reference Reviewed and approved by the Board on 13 March 2018. 1. Constitution The Compliance Committee (the Committee ) was constituted
More informationNATIONAL GRID plc SAFETY ENVIRONMENT AND HEALTH COMMITTEE TERMS OF REFERENCE
NATIONAL GRID plc SAFETY ENVIRONMENT AND HEALTH COMMITTEE TERMS OF REFERENCE Reference to the Company shall mean National Grid plc Reference to the Committee shall mean the Safety, Environment and Health
More informationTERMS OF REFERENCE FOR THE NOMINATION COMMITTEE OF THE BOARD OF SPECTRIS PLC
TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE OF THE BOARD OF SPECTRIS PLC 1. Constitution The Nomination Committee (the Committee ) shall be formed under the provisions of Article 119 of the Spectris
More informationSafety, Health and Environment Committee Terms of Reference
Safety, Health and Environment Committee Terms of Reference 9 November 2016 LONMIN PLC Safety, Health and Environment Committee - Terms of reference These terms of reference were approved by the Board
More informationSTOBART GROUP LIMITED (the "Company") REMUNERATION COMMITTEE TERMS OF REFERENCE
1 MEMBERSHIP STOBART GROUP LIMITED (the "Company") REMUNERATION COMMITTEE TERMS OF REFERENCE 1.1 The Remuneration Committee ("Committee") and its Chairman shall be appointed by the board of directors of
More informationHARDY OIL AND GAS PLC. TERMS OF REFERENCE OF THE AUDIT COMMITTEE adopted pursuant to a resolution of the Board passed on 21 January 2013
HARDY OIL AND GAS PLC TERMS OF REFERENCE OF THE AUDIT COMMITTEE adopted pursuant to a resolution of the Board passed on 21 January 2013 1. DEFINITIONS Reference to the Committee shall mean the Audit Committee.
More informationGCP ASSET BACKED INCOME FUND LIMITED NOMINATION AND REMUNERATION COMMITTEE TERMS OF REFERENCE
GCP ASSET BACKED INCOME FUND LIMITED NOMINATION AND REMUNERATION COMMITTEE TERMS OF REFERENCE 1 NOMINATION AND REMUNERATION COMMITTEE TERMS OF REFERENCE 1. Membership 1.1 The Committee shall comprise at
More informationNomination Committee s Terms of Reference
Nomination Committee s Terms of Reference These terms of reference were adopted by the Nomination Committee on 9 November 2017. They were last approved by the Committee on 30 November 2018. 1. MEMBERSHIP
More informationICSA Guidance on Terms of Reference Nomination Committee
ICSA Guidance on Terms of Reference Nomination Committee Contents If using online, click on the headings below to go to the related sections. A B C D Introduction The UK Corporate Governance Code Notes
More informationLCH. CLEARNET GROUP LIMITED (the Company) TERMS OF REFERENCE OF THE NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS
LCH. CLEARNET GROUP LIMITED (the Company) TERMS OF REFERENCE OF THE NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS Adopted by the board of directors on 14 October 2015 1. BACKGROUND The board of directors
More informationICSA Guidance on Terms of Reference Nomination Committee
ICSA Guidance on Terms of Reference Nomination Committee Contents If using online, click on the headings below to go to the related sections. A B C D Introduction The UK Corporate Governance Code Notes
More informationAdopted by resolution of the Board on 27 September 2018 FLYBE GROUP PLC. Safety and Security Committee. Terms of reference
Adopted by resolution of the Board on 27 September 2018 FLYBE GROUP PLC Safety and Security Committee Terms of reference 1 FLYBE GROUP PLC SAFETY & SECURITY COMMITTEE TERMS OF REFERENCE 1. PURPOSE The
More informationREGUS plc. Audit Committee Terms of Reference (Approved by the Board at a meeting held on 27 August 2008)
REGUS plc Audit Committee Terms of Reference (Approved by the Board at a meeting held on 27 August 2008) 1. Constitution The Board of Regus plc (the Company ) has resolved to establish a committee of the
More informationDFS FURNITURE PLC. (the Company ) REMUNERATION COMMITTEE TERMS OF REFERENCE
DFS FURNITURE PLC (the Company ) REMUNERATION COMMITTEE TERMS OF REFERENCE 1 REVIEW OF THESE TERMS OF REFERENCE With effect from the Company s first annual general meeting the Company will be required
More informationAUDIT COMMITTEE TERMS OF REFERENCE
INTERTEK GROUP PLC AUDIT COMMITTEE TERMS OF REFERENCE 1 Membership 1.1 comprise at least three members. Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination
More informationPark Plaza Hotels Limited (the Company )
Park Plaza Hotels Limited (the Company ) TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE In these Terms of Reference the following terms shall have the following meanings: the Board shall mean the Board
More informationNATIONAL GRID plc SAFETY ENVIRONMENT AND HEALTH COMMITTEE TERMS OF REFERENCE
NATIONAL GRID plc SAFETY ENVIRONMENT AND HEALTH COMMITTEE TERMS OF REFERENCE Reference to the Company shall mean National Grid plc Reference to the Committee shall mean the Safety, Environment and Health
More information1.2 The Committee has the delegated authority of the board in respect of the functions and powers set out in these terms of reference.
TERMS OF REFERENCE FOR THE NOMINATIONS COMMITTEE 1. CONSTITUTION 1.1 The nomination committee (Committee) was constituted as a committee of the board of directors (board) of the GEM DIAMONDS LIMITED (Company)
More informationHalma plc Terms Of Reference Audit Committee Approved 26 April 2015
Reference to the Committee shall mean the Audit Committee. Reference to the Board shall mean the Board of Directors. 1. Membership 1.1. Members of the Committee shall be appointed by the Board, on the
More informationAUDIT COMMITTEE. Terms of Reference
AUDIT COMMITTEE Terms of Reference Approved by the Board on 30 January 2013 1. Membership 1.1. The Committee shall comprise at least three members. Members of the Committee shall be appointed by the Board,
More informationTELECITY GROUP PLC. Audit Committee Terms of Reference
TELECITY GROUP PLC Audit Committee Terms of Reference 1. Membership 1.1 Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination Committee in consultation with
More informationLondon Stock Exchange Group plc ("the Company") Audit Committee Terms of Reference
London Stock Exchange Group plc ("the Company") Audit Committee Terms of Reference Approved by the Board of the Company on 5 December 2018. Effective 1 January 2019. 1. Purpose 1.1 The Audit Committee
More informationTerms of reference for the Audit Committee ( the Committee )
MARSTON S PLC Terms of reference for the Audit Committee ( the Committee ) Reference to the Board shall mean the Board of Directors 1. Membership 1.1 Members of the Committee shall be appointed by the
More informationDated 1 December Hostelworld Group plc. Remuneration Committee Terms Of Reference
Dated 1 December 2017 Hostelworld Group plc Remuneration Committee Terms Of Reference Hostelworld Group plc (the "Company") Remuneration Committee Terms Of Reference CONSTITUTION 1. The Committee has been
More informationAUDIT COMMITTEE: TERMS OF REFERENCE
Reviewed December 2018 DATED: 10 December 2014 DIGNITY PLC AUDIT COMMITTEE: TERMS OF REFERENCE CONTENTS 1. DEFINITIONS... 1 2. INTRODUCTION... 1 3. MEMBERSHIP... 1 4. SECRETARY... 1 5. QUORUM... 2 6. FREQUENCY
More informationDATED: 24 January 2017 GULF KEYSTONE PETROLEUM LTD. HEALTH, SAFETY, SECURITY, ENVIRONMENT & CSR COMMITTEE TERMS OF REFERENCE
DATED: 24 January 2017 GULF KEYSTONE PETROLEUM LTD. HEALTH, SAFETY, SECURITY, ENVIRONMENT & CSR COMMITTEE TERMS OF REFERENCE GULF KEYSTONE PETROLEUM LTD. (Registered in Bermuda with company number: 31165)
More informationBiffa plc (the Company ) Audit Committee (the Committee ) Terms of Reference
Biffa plc (the Company ) Audit Committee (the Committee ) Terms of Reference Approved and adopted by the Board of Directors of the Company (the Board ) on 28 September 2016 Purpose The purpose of the Committee
More informationGOCOMPARE.COM GROUP PLC AUDIT AND RISK COMMITTEE TERMS OF REFERENCE. Adopted by the Board on 28 September 2016
GOCOMPARE.COM GROUP PLC AUDIT AND RISK COMMITTEE TERMS OF REFERENCE Adopted by the Board on 28 September 2016 The following are the terms of reference of the Audit and Risk Committee (the Committee ) of
More informationMIDATECH PHARMA PLC (the "Company") NOMINATION COMMITTEE: TERMS OF REFERENCE
MIDATECH PHARMA PLC (the "Company") NOMINATION COMMITTEE: TERMS OF REFERENCE 1. INTRODUCTION 1.1 At a meeting of the board of directors of the Company (the "Board") held on 3 December 2014, the Board resolved
More informationAEW UK REIT PLC. (the "Company") AUDIT COMMITTEE. Terms of Reference. (as adopted on 7 December 2015)
AEW UK REIT PLC (the "Company") AUDIT COMMITTEE Terms of Reference (as adopted on 7 December 2015) 1. DEFINITIONS 1.1 Reference to the "Committee" shall mean the Audit Committee. 1.2 Reference to the "Board"
More information1.3 The chairman and members shall be listed each year in the annual report.
Terms of reference and constitution of the nomination committee (approved at the February 2016 Board) 1. Membership 1.1 Members of the committee shall be appointed by the board in accordance with the Company's
More informationAudit Committee Terms of Reference
Audit Committee Terms of Reference JULY 2017 Reference to 'the Committee' shall mean the Audit Committee. Reference to 'the Board' shall mean the Board of Directors of IG Group Holdings plc Reference to
More informationAudit Committee - Terms of Reference
Audit Committee - Terms of Reference 1. Constitution 1.1 Great Portland Estates plc s Audit Committee ( the Committee ) is established by Board of Directors. 2. Membership 2.1 Members of the Committee
More informationGroup Secretariat. Group Investment Committee Terms of Reference. RSA Insurance Group plc 20 Fenchurch Street London EC3M 3AU. Issued: 1 November 2017
Group Secretariat Group Investment Committee Terms of Reference Issued: 1 November 2017 RSA Insurance Group plc 20 Fenchurch Street London EC3M 3AU RSA Insurance Group plc GROUP INVESTMENT COMMITTEE TERMS
More informationCompass Group PLC (the Company) Audit Committee Terms of Reference. Adopted by the Board on 21 September 2016
Compass Group PLC (the Company) Audit Committee Terms of Reference Adopted by the Board on 21 September 2016 Constitution 1. The Board resolved on 7 December 2000 to establish a committee of the Board
More informationGroup Secretariat. Board Risk Committee Terms of Reference. RSA Insurance Group plc 20 Fenchurch Street London EC3M 3AU. Issued: 1 November 2016
Group Secretariat Board Risk Committee Terms of Reference Issued: 1 November 2016 RSA Insurance Group plc 20 Fenchurch Street London EC3M 3AU 1 RSA Insurance Group plc BOARD RISK COMMITTEE TERMS OF REFERENCE
More informationCompliance and Ethics Committee (the Committee )
Compliance and Ethics Committee (the Committee ) TERMS OF REFERENCE 1 Membership 1.1 Members of the Committee shall be appointed by the Board, on the recommendation of the Nominations Committee in consultation
More informationMondi DLC. Audit Committee. Terms of Reference
Mondi DLC Audit Committee Terms of Reference In these Terms of Reference, references to: the Group shall mean both Mondi plc and Mondi Limited and their respective subsidiaries from time to time, operating
More informationAUDIT AND RISK MANAGEMENT COMMITTEE TERMS OF REFERENCE
AUDIT AND RISK MANAGEMENT COMMITTEE TERMS OF REFERENCE Date Description 12/2015 Version 1.0 adopted 07/2016 Version 2.0 revised 05/2018 Version 3.0 revised CONTENTS 1.0 Introduction... 1 2.0 Composition
More informationNCC GROUP PLC ("Company") AUDIT COMMITTEE: TERMS OF REFERENCE. "Board" means the board of directors of the Company;
NCC GROUP PLC ("Company") AUDIT COMMITTEE: TERMS OF REFERENCE 1. Definitions In these terms of reference: "Board" means the board of directors of the Company; Code means UK Corporate Governance Code; "Committee"
More informationGroup Secretariat. Board Risk Committee Terms of Reference. RSA Insurance Group plc 20 Fenchurch Street London EC3M 3AU. Issued: 20 June 2018
Group Secretariat Board Risk Committee Terms of Reference Issued: 20 June 2018 RSA Insurance Group plc 20 Fenchurch Street London EC3M 3AU 1 RSA Insurance Group plc BOARD RISK COMMITTEE TERMS OF REFERENCE
More informationCorporate Compliance and Responsibility Committee - Terms of Reference
Appendix 9 Corporate Compliance and Responsibility Committee - Terms of Reference 1. Membership 1.1 Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination Committee
More informationTERMS OF REFERENCE FOR THE AUDIT AND RISK COMMITTEE OF THE BOARD OF SPECTRIS PLC
TERMS OF REFERENCE FOR THE AUDIT AND RISK COMMITTEE OF THE BOARD OF SPECTRIS PLC 1. Constitution The Audit and Risk Committee (the Committee ) shall be formed under the provisions of Article 119 of Spectris
More informationTERMS OF REFERENCE OF THE NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS (the Committee )
BCI Group Holdings Limited (Incorporated in the Cayman Islands with limited liability) (the Company ) TERMS OF REFERENCE OF THE NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS (the Committee ) Adopted pursuant
More informationAudit Committee Terms of Reference
Next plc (the "Company") Audit Committee Terms of 1. Membership 1.1 The Committee shall comprise at least three members. Members of the Committee shall be appointed by the Board, on the recommendation
More informationSPORTS DIRECT INTERNATIONAL PLC (THE COMPANY) Adopted by the board on 6 September 2017
SPORTS DIRECT INTERNATIONAL PLC (THE COMPANY) TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE OF THE BOARD OF DIRECTORS (THE COMMITTEE) Adopted by the board on 6 September 2017 Constitution 1. The Committee
More informationReference to the Committee shall mean the Audit Committee Reference to the Board shall mean the Board of Directors
PERSIMMON PLC (the Company ) AUDIT COMMITTEE TERMS OF REFERENCE AND CONSTITUTION Reference to the Committee shall mean the Audit Committee Reference to the Board shall mean the Board of Directors These
More informationClose Brothers Group plc
1. Membership Close Brothers Group plc Audit Committee (the Committee ) Terms of Reference 1.1 Members of the Committee shall be appointed by the Board (the Board ), on the recommendation of the Nomination
More informationGroup Secretariat. Group Audit Committee Terms of Reference. RSA Insurance Group plc 20 Fenchurch Street London EC3M 3AU. Issued: 1 November 2017
Group Secretariat Group Audit Committee Terms of Reference Issued: 1 November 2017 RSA Insurance Group plc 20 Fenchurch Street London EC3M 3AU RSA Insurance Group plc GROUP AUDIT COMMITTEE - TERMS OF REFERENCE
More informationRICARDO PLC TERMS OF REFERENCE FOR THE AUDIT COMMITTEE. functions and powers set out in these terms of reference.
RICARDO PLC TERMS OF REFERENCE FOR THE AUDIT COMMITTEE 1. CONSTITUTION 1.1 The Committee has the delegated authority of the board in respect of the functions and powers set out in these terms of reference.
More informationSerco Group plc (the Company )
Serco Group plc (the Company ) Audit Committee Terms of Reference 1. Constitution The Board of Serco Group plc (the Board ) has reviewed and confirmed the establishment of a Committee of the Board to be
More information3 Quorum The quorum necessary for the transaction of business shall be two members.
Audit Committee Terms of Reference 1 Membership 1.1 The committee shall comprise at least two members. Members of the committee shall be appointed by the board, on the recommendation of the nomination
More informationMONEYSUPERMARKET.COM GROUP PLC (the "Company") TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE
MONEYSUPERMARKET.COM GROUP PLC (the "Company") TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE 1. CONSTITUTION The Committee has been established by resolution of the board of directors of the Company
More informationTerms of reference for the remuneration committee
Terms of reference for the remuneration committee 1 Membership 1.1 The committee shall comprise at least three members, all of whom shall be independent non-executive directors. The chairman of the board
More informationAudit Committee Terms of Reference
Audit Committee Terms of Reference 1. Definitions Board means the Company s Board of Directors Committee means the Audit Committee of the Company Company means Dialight plc Group means the Company s group
More informationCard Factory plc. (the Company )
Card Factory plc (the Company ) Terms of Reference: Remuneration Committee as adopted by the Board of Directors of the Company on 30 April 2014 References to the Committee shall mean the Remuneration Committee.
More informationTHE CO-OPERATIVE BANK PLC AUDIT COMMITTEE. Terms of Reference
THE CO-OPERATIVE BANK PLC AUDIT COMMITTEE Terms of Reference 1. CONSTITUTION 1.1 The Co-operative Bank plc (the Bank ) Terms of Reference for the Audit Committee (the Committee ) were approved by The Co-operative
More informationWANdisco plc TERMS OF REFERENCE OF THE AUDIT COMMITTEE. Adopted by resolution of the Board on 24 February 2017
WANdisco plc TERMS OF REFERENCE OF THE AUDIT COMMITTEE Adopted by resolution of the Board on 24 February 2017 1. DEFINITIONS In this document:- (a) (b) (c) (d) (e) reference to the "Board shall mean the
More informationWITAN INVESTMENT TRUST PLC ( Witan or the Company ) Audit Committee WITAN INVESTMENT SERVICES LIMITED ( WIS ) Risk Committee Together the Committees
WITAN INVESTMENT TRUST PLC ( Witan or the Company ) Audit Committee WITAN INVESTMENT SERVICES LIMITED ( WIS ) Risk Committee Together the Committees Terms of reference of the Committees approved by the
More informationAEW UK REIT PLC. (the "Company") AUDIT COMMITTEE. Terms of Reference. (as adopted on 27 February 2017)
AEW UK REIT PLC (the "Company") AUDIT COMMITTEE Terms of Reference (as adopted on 27 February 2017) 1. DEFINITIONS 1.1 Reference to the "Committee" shall mean the Audit Committee. 1.2 Reference to the
More informationTerms of Reference. Audit Committee
Overview Members The (the Committee ) is the delegated committee of the (the Board ) of (the Company ) responsible for determining the application of financial reporting, risk management and internal control
More informationCITY OF LONDON INVESTMENT GROUP PLC ( the Company ) AUDIT COMMITTEE TERMS OF REFERENCE
CITY OF LONDON INVESTMENT GROUP PLC ( the Company ) AUDIT COMMITTEE TERMS OF REFERENCE INTRODUCTION On 21 March 2006, the Board resolved, in accordance with the articles of association of the Company,
More informationTerms of Reference Audit Committee
Terms of Reference Audit Committee Last updated 24 March 2015 1.0 Objective 1.1 The Committee is responsible to the Managing Board for the oversight of the financial reporting process, the integrity of
More informationJardine Lloyd Thompson Group plc. Audit & Risk Committee Terms of Reference (Updated 3 October 2017)
Jardine Lloyd Thompson Group plc Audit & Risk Committee Terms of Reference (Updated 3 October 2017) 1. Membership 1.1 Members of the Committee shall be appointed by the Board in consultation with the Chairman
More informationEF REALISATION COMPANY LIMITED (the Company ) AUDIT COMMITTEE TERMS OF REFERENCE
EF REALISATION COMPANY LIMITED (the Company ) AUDIT COMMITTEE TERMS OF REFERENCE 1. DEFINITIONS Reference to the Board shall mean the Board of Directors of the Company. Reference to the Committee shall
More informationALUFER MINING LIMITED ( the COMPANY ) AUDIT COMMITTEE CHARTER
1. Composition of the Committee ALUFER MINING LIMITED ( the COMPANY ) AUDIT COMMITTEE CHARTER 1.1 The Company Secretary, or their nominee, shall act as the secretary of the Committee. 1.2 The quorum necessary
More informationTED BAKER PLC (the "Company") AUDIT COMMITTEE TERMS OF REFERENCE
TED BAKER PLC (the "Company") AUDIT COMMITTEE TERMS OF REFERENCE In this document, the "Board" shall mean the Board of directors of the Company; the "Committee" shall mean the Audit Committee; the "Chairman"
More informationBTG plc Terms of Reference of the Nomination Committee ( Committee ) of the Board of Directors ( Board ) of BTG plc ( Company )
Constitution and Authority 1. The Committee is established as a committee of the Board pursuant to the Articles of Association of the Company and in accordance with the principles set out in The UK Corporate
More informationAudit Committee Terms of Reference
Adopted by resolution of the Board on 8 th July 2010 FLYBE GROUP LIMITED (renamed Flybe Group plc on 7 th December 2010) Audit Committee Terms of Reference FLYBE GROUP LIMITED (renamed Flybe Group plc
More informationThe Committee should carry out the duties below for the Bank and subsidiary undertakings, as appropriate.
Metro Bank PLC Audit Committee Terms of Reference 1. Constitution The Metro Bank PLC (the Bank ) Board of Directors (the Board ) has established a Committee of the Board, known as the Audit Committee (the
More informationGOCOMPARE.COM GROUP PLC REMUNERATION COMMITTEE TERMS OF REFERENCE. Adopted by the Board on 28 September 2016
GOCOMPARE.COM GROUP PLC REMUNERATION COMMITTEE TERMS OF REFERENCE Adopted by the Board on 28 September 2016 The following are the Terms of Reference of the Remuneration Committee ( the Committee ) of Gocompare.com
More informationCYBG PLC BOARD AUDIT COMMITTEE CHARTER
CYBG PLC BOARD AUDIT COMMITTEE CHARTER 1. PURPOSE OF THE CHARTER This Charter sets out the authority, role, responsibilities, composition and meeting procedures of the CYBG PLC (the Company) Board Audit
More informationFENNER PLC JUNE The external auditor and Group Finance Director will be invited to attend meetings of the Committee on a regular basis.
FENNER PLC TERMS OF REFERENCE OF THE AUDIT COMMITTEE JUNE 2015 1. MEMBERSHIP & ATTENDANCE 1.1. The Committee shall be appointed by the Board on the recommendation of the Nomination Committee in consultation
More informationROYAL DUTCH SHELL PLC NOMINATION AND SUCCESSION COMMITTEE TERMS OF REFERENCE
ROYAL DUTCH SHELL PLC NOMINATION AND SUCCESSION COMMITTEE TERMS OF REFERENCE Purpose The Board of Directors of Royal Dutch Shell plc (the Company ) has constituted a Nomination and Succession Committee
More informationICSA Guidance on Terms of Reference Remuneration Committee
ICSA Guidance on Terms of Reference Remuneration Committee Contents If using online, click on the headings below to go to the related sections. A B C D Introduction The UK Corporate Governance Code Notes
More informationFAIRFAX FINANCIAL HOLDINGS LIMITED
FAIRFAX FINANCIAL HOLDINGS LIMITED GOVERNANCE AND NOMINATING COMMITTEE CHARTER Approved by the Board of Directors on February 17, 2005 FAIRFAX FINANCIAL HOLDINGS LIMITED GOVERNANCE AND NOMINATING COMMITTEE
More informationV.F. CORPORATION. Corporate Governance Principles Adopted on October 20, Introduction. Role of the Board of Directors
V.F. CORPORATION Corporate Governance Principles Adopted on October 20, 2016 Introduction The following principles have been adopted by the Board of Directors of V.F. Corporation (the Corporation ). They
More informationAudit Committee Terms of Reference
Audit Committee Terms of Reference 1. Membership 1.1. Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination Committee in consultation with the Chairman of the
More information