CSR Committee Lägg till

The CSR Committee is chaired by Mark Elliott, Non-Executive Director.

  • Mark Elliott, Non-Executive Director (Chairman)
  • Debbie McGrath, Group Communications Director (Sponsor)
  • Phil Summerton, Head of Group Internal Audit (Secretary)

Terms of Reference for the CSR Committee

1. Authority

1.1 The CSR Committee shall have and may exercise in full all powers and authority of the Board of Directors of the Company on corporate social responsibility matters in relation to:

  • Employment Issues
  • Health & Safety
  • Human Rights
  • Workforce Diversity & Inclusion
  • The Environment
  • Community & Social Investment
  • Ethical Trading & Business Practices
  • Other CSR-related matters as may be determined by the committee from time to time

1.2 In connection with its duties, the CSR Committee is authorised to obtain, at the Group’s expense, any outside professional advice it considers necessary or appropriate.

1.3 In connection with its duties, the CSR Committee is authorised to seek any information it requires from an employee of the company.

1.4 These terms of reference may be amended from time to time as required, subject to approval by the Board.

2. Membership

2.1 The members of the CSR Committee shall be appointed by the Board from amongst the senior managers of the Group and shall consist of not less than three members.

2.2 The Chairman of the CSR Committee will be appointed by the Board and shall be an independent non-executive director of the Group. In the absence of the Chairman of the committee the Chairman shall select a member to chair the committee.

2.3 Other directors, managers, employees or external advisors may be invited to attend all or part of any meeting as and when appropriate.

2.4 Three members of the committee shall constitute a quorum and an affirmative vote for the majority of the members present shall be required for the transaction of business.

2.5 The Group CEO will attend a minimum of one CSR Committee meeting in each year.

3. Meetings

3.1 Meetings shall be held not less than four times each year.

3.2 Additional meetings shall be held as required and any member of the committee may request a meeting if he or she considers that one is necessary.

3.3 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 no later than five 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.

4. Minutes of Meetings

4.1 The secretary of the CSR Committee shall minute the proceedings of all meetings of the Committee.

4.2 The minutes of each meeting shall be circulated to all members of the CSR Committee, the Chairman of the Audit Committee and the Group CEO. The Chairman may circulate the minutes more widely should he so wish.

5. Duties

5.1 The duties of the CSR Committee are as follows:

  • To review, agree and establish the Group’s CSR strategy to ensure that it remains an integral part of the group strategy and its implementation in practice and that the Group’s social, environmental and economic activities are aligned.
  • To develop and recommend for acceptance by the Audit Committee policies on all aspects of CSR including Employment Issues, Health & Safety, Human Rights, Workforce Diversity & Inclusion, The Environment, Community & Social Investment, Compliance with Ethical Trading & Business Practices, and other CSR-related matters as may be determined by the committee from time to time.
  • To receive reports and review activities from executive and specialist groups managing CSR matters across the company’s operations.
  • To monitor compliance with the CSR policies throughout the Group and to review performance against agreed targets.
  • To review the integration of CSR processes with the Group’s broader business risk management programme and reputation management priorities.
  • To create the Group’s CSR Report to be published in addition to the Group’s Annual Report & Accounts.
  • To develop and encourage effective two-way communication concerning CSR issues within the business.
  • To review CSR-related issues raised by the Capex Committee during acquisition due diligence.
  • To review best practice in key CSR areas by appropriate external reports and by benchmarking where possible.

6. Reporting Responsibilities

6.1 The CSR Committee reports to the Audit Committee and the Chairman and Sponsoring Director of the CSR Committee shall report to the Audit Committee on its proceedings after each meeting on all matters within the scope of its duties and responsibilities.

6.2 The CSR Committee Chairman and Sponsoring Director shall be invited to brief the Audit Committee on CSR activities at least once per year, preferably ahead of the publication of the Group CSR Report.

6.3 The CSR Committee shall make whatever recommendations to the Audit Committee it deems appropriate on any area within its remit where action or improvement is required.

6.4 The Committee’s responsibilities and activities during the year shall be provided in a CSR Report to be published at the same time as the company’s annual report and accounts.

6.5 The Chairman of the CSR Committee shall attend the AGM prepared to respond to any shareholder questions on the CSR Committee’s responsibilities and activities.

6.6 CSR-related policies will be reviewed and approved by the Audit Committee on an annual basis.

Appendix A: Current Committee Members

As at 1 January 2010, the membership of the CSR Committee shall be as follows:

Chair – Mark Elliott, Non-Executive Director
Sponsor – Debbie McGrath, Group Communications Director
Secretary – Phil Summerton, Head of Group Internal Audit

Committee members & responsibilities:

Irene Cowden, Group HR Director

  • Employee Minimum Standards
  • Employee Feedback
  • Employee Trust Fund

Jenni Myles, Director of Employee Engagement & HR

  • Employee Engagement
  • Social Dialogue
  • Freedom of Association
  • Health & Safety
  • Human Rights

Theresa White, Head of Diversity & Talent

  • Workforce Diversity & Inclusion

Richard Hawkins, Environmental Consultant

  • Climate Action Programme

Mike Clarke, Director of Public Affairs

  • Community & Social Investment

Phil Summerton, Head of Group Internal Audit

  • Ethical Trading & Business Practices Compliance
  • Whistle-blowing

Peter David, Group Legal Counsel & Company Secretary

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