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Terms of Reference 

Sustainability and Safeguarding Committee ("the Committee") 

1. Purpose

1.1 The Camellia Plc Board (the “Board”) has established the Sustainability and Safeguarding Committee (the “Committee”) to promote the adoption of high standards of sustainable operation and safeguarding practices within the Group.

2. Scope

2.1 The Committee shall oversee, monitor, support, and challenge the vision, strategy, and progress of Camellia plc and its group companies (the “Group”) in the areas of sustainability (including environmental ambitions, management and commitments and social welfare) and safeguarding (including human rights, and health and safety).

3. Membership

3.1 The members of the Committee shall be appointed by the Board. The committee shall consist of a majority of independent non-executive directors. 

3.2 The Chair of the Committee shall be appointed by the Board. In the absence of the Chair of the Committee and/or an appointed deputy at a meeting, the remaining members present shall elect one of themselves to chair the meeting. 

3.3 The Committee may instruct, or invite independent experts or advisors to attend meetings to support a particular work stream, project or objective.

3.4 Only members of the Committee have the right to attend Committee Meetings. However, the Chief Executive, Group General Counsel, and other Group executives and personnel, as agreed by the Committee, shall be invited to attend meetings on a regular basis. Other persons, including independent experts or advisors, may attend all or part of any meeting as and when deemed appropriate by the Chair.

4. Duties 

The Committee shall report, advise, monitor and/or make recommendations to the Board and/or Group Companies on sustainability and safeguarding and climate related matters including on strategy, risks, policies and procedures, activities, performance, and management and governance. These shall include but are not limited to:

Best practice

a. reviewing internationally recognised sustainability and safeguarding regulations, standards and other information, including both material regulatory and voluntary developments, assessing their potential impact on the Group; and assessing potential measures which help ensure high standards of sustainable operation and safeguarding practices within the Group;

Strategy

b. supporting the Board in the development of the Group’s sustainability and safeguarding strategy;

c. overseeing the integration of sustainability and safeguarding perspectives into the Group’s and Group companies’ corporate strategies;

Risk

d. considering existing and emerging regulatory and legislative requirements related to climate change (e.g. limits on emissions, carbon tax, regulatory energy saving requirements) and advising on the potential impact on the Group and Group companies;

Policies

e. establishing, reviewing and promoting Group Principal Policies within the Committee’s remit as the standard for Group companies to establish their related Company Principal Polices; reviewing, providing feedback, and review and challenge relevant Company Principal Policies adopted by Group companies;

f. reviewing any other material Group policies and procedures within its scope;

Activities

g. reviewing sustainability and safeguarding programmes, projects and activities of Group companies as determined by the Committee from time to time;

Performance

h. reviewing instances of material non-compliance with Group Principal Policies and/or Local Principal Policies, and monitoring remediation plans;

i. monitoring the Group companies’ performance against selected external sustainability indexes

j. monitoring the Group companies’ compliance with codes, laws and regulations;

k. monitoring the Group companies’ progress against Group commitments and targets within its scope;

Management and Governance 

l. ensuring appropriate governance of sustainability and safeguarding activities;

m. establishing a communication, reporting and oversight structure covering the Group companies;

n. review strategy, annual budget and business plan of Group Companies

o. receiving, reviewing and monitoring regular compliance and monitoring reports from Group Boards, including on performance matters as outlined in (g), (h), (i) and (j) above;

p. reviewing internal audit reports; commissioning/reviewing other assurance activities relating to sustainability and safeguarding matters as determined by the Committee from time to time;

q. reporting to the Board on sustainability and safeguarding, including on performance matters as outlined in (g), (h), (i) and (j) above, and on any material risks identified across the Group;

r. reporting on relationships with key external stakeholders that may have a significant impact on the Group’s sustainability and safeguarding objectives;

s. reviewing any significant sustainability and/or safeguarding reports prior to publication by the Board.

Other

t. supporting the Group’s response to a crisis, where required.

5. Secretary

The Company Secretary or their nominee shall act as the Secretary of the Committee and will ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to issues.

6. Quorum

The quorum for decisions of the Committee shall be any two members.

7. Frequency of meetings

The Committee shall convene (in person or by conference call) on a quarterly basis.  Further ad hoc meetings/calls shall be scheduled as required to progress any matter, or where a decision needs to be made.

8. Minutes of meetings 

The Secretary (or their nominee) shall minute the meetings. The draft minutes shall be circulated to all members of the Committee and, once agreed, be made available to all members of the Board upon request.

9. Review and evaluation

The Committee shall undertake an annual review of its performance, including its membership, responsibilities, organisation and effectiveness and these terms of reference.

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