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 purpose of the Committee is to review and monitor formal policies and procedures and provide assurance of performance in connection with the safe and secure operation of Flybe Group s business. 2. CONSTITUTION AND MEMBERSHIP 2.1 The Safety & Security Committee has been established as a committee of the Board by resolution of the Board. 2.2 Appointments to the Committee shall be for a period of up to three years, which may be extended for further periods of up to three years, provided the member still meets the criteria for membership of the Committee. Appointments for shorter periods can be made to support the Committee where there is a temporary need. 2.3 The members of the Committee shall be appointed by the Board. The Committee shall comprise at least two members, at least two of whom must be non-executive directors and at least one of whom shall be an independent non-executive director. 2.4 The Company Secretary, or his / her nominee, shall act as the Secretary of the Committee. Where the Secretary is also an executive director, the Committee may nominate one of its members to act as secretary for any meeting which the Committee wishes to hold without executive directors being present. 2.5 The Board may appoint an external consultant to become a member of the Committee, who shall have expertise in aviation safety. 2.6 The chairman of the committee shall be appointed by the Board. The chairman of the committee can be one of the independent non-executive directors or the external safety consultant if one is appointed pursuant to paragraph 2.5. In the absence of the chairman of the Committee, the members present shall select one of their number present to chair the meeting. The Chairman of the Company shall not be eligible to be appointed as chairman of the Committee. 2
3. ATTENDANCE 3.1 The Committee may request any officer of the Company as deemed necessary by the Committee to attend meetings of the Committee, either regularly or by invitation, but such invitees have (save as set out in the following paragraph), no right of attendance. 3.2 The Chairman and Chief Executive Officer of the Company, the Chief Operating Officer and key post-holders from the Company s operating divisions, shall have the right to attend and address any meeting of the committee. 4. MEETINGS 4.1 The Committee will meet at least four times each year, and at such other times as the chairman of the Committee shall think fit. 4.2 Meetings of the Committee shall be called by the Secretary of the Committee at the request of any member. 4.3 Unless otherwise agreed by all members of the Committee, notice of meetings, confirming the venue, time and date together with an agenda and all relevant papers, should normally be circulated to each member of the Committee, to any other person required to attend, and (unless it would be inappropriate to do so) to all other directors, at least five working days prior to the date of the meeting. 4.4 The quorum for meetings of the Committee shall be two Committee members. A resolution of the Committee shall not be effective unless a majority of the members of the Committee present at the meeting are directors of the Company. 4.5 Decisions of the Committee will be made by majority vote. In the event of an equality of votes the chairman of the Committee will have a second or casting vote. 5. REPORTING 5.1 Draft minutes of Committee meeting shall be circulated promptly to all members of the Committee and, once agreed, to all members of the Board and to the Company Secretary. 5.2 The Committee chairman shall report to the Board on its proceedings after each meeting on all matters within its duties and responsibilities. 5.3 The Committee shall make whatever recommendations to the Board that it deems appropriate on an area within its remit where action or improvement is needed. 3
5.4 The chairman of the Committee should be present at the Company s annual general meeting to respond to questions on matters within the responsibility of the Committee. 6. DUTIES OF THE COMMITTEE The duties of the Committee are to: 6.1 review all matters concerned with the safe and secure operation of any aircraft operated by the Group, or joint venture partners operating under Flybe Group PLC s Air Operator Certificate, in the air or on the ground; assure that appropriate procedures and processes are in place; encourage an open reporting culture. 6.2 consider, and if necessary call for, reports on incidents, including accidents, involving any aircraft operated by the Group, its franchisees or partners or joint venture partners. In cases involving the Group s aircraft, the Committee will assure that appropriate and recommended remedial action is taken, and in any other cases, that appropriate recommendations are made to, and implemented by, relevant third parties; 6.3 consider, and if necessary call for, reports on significant incidents concerning safety at airports and in engineering facilities and assure remedial action or appropriate recommendations are implemented; 6.4 assure compliance with regulatory requirements and meet with the relevant authority on an annual basis; 6.5 assure compliance with health and safety legislation in all relevant jurisdictions through regular audit reports; 6.6 assure that security advice received from relevant national agencies and authorities is given full and timely attention, and acted on as appropriate; and 6.7 ensure an annual safety and security report is published. 7. OTHER MATTERS The Committee shall 7.1 have access to sufficient resources to carry out its duties, including access to the company secretariat for assistance as required; 7.2 be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members; and 4
7.3 arrange for periodic reviews of its own performance and, at least annually, review its constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval. 8. AUTHORITY 8.1 The Committee is authorised by the Board to investigate any activity or state of affairs within its terms of reference. 8.2 The Committee is authorised to seek any information it requires from any employees or officers. In seeking any advice or assistance from any of the Company s executives, the Committee is to ensure that such role is clearly separated from the executive s role within the business. 8.3 The Committee is authorised to obtain, at the Company s expense, expert advice from the Company s professional advisers or otherwise, and to take independent professional advice and to require the attendance of outsiders with relevant experience and expertise if it considers it necessary. 8.4 The Committee is authorised to select, set the terms of reference and appoint appropriate safety consultants, at the Company s expense. 8.5 The Committee is authorised to commission any reports or surveys which it deems necessary to fulfil its obligations. These terms of reference were adopted in place of the previous terms of reference dated 26 April 2016. 5