1. Membership
1.1 The Committee shall be appointed by the board of directors of the Company (the “Board”) from amongst the directors of the Company and shall consist of not less than three members, at least one of whom is a director with related operational management expertise.
1.2 The Chairman of the Committee shall be the Executive Vice-chairman and General Manager of the Company.
1.3 Other than the Chairman, the majority of the Committee members must be independent non-executive directors of the Company.
1.4 A member of the Committee who ceases to be a member of the Board shall immediately and automatically cease to be a member of the Committee.
2. Secretary
2.1 The Head of Sustainability Department or his/her designate shall act as the secretary of the Committee.
3. Attendance at meetings
3.1 The Committee may, if necessary, invite representatives of external advisers or consultants to attend the meetings.
3.2 Other Board members shall also have the right of attendance.
4. Frequency of Meetings
4.1 The Committee shall meet at least twice a year. Additional meetings shall be held as the work of the Committee demands. Meetings may be held in person, by telephone or by video conference.
5. Notice of Meetings
5.1 Meetings of the Committee shall be summoned by the secretary of the Committee at the request of any member of the Committee.
5.2 Unless otherwise waived by all members of the Committee, 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 3 days before the date of the meeting. Supporting papers shall be sent to the Committee members and to other attendees as appropriate, at the same time.
6. Proceeding of Meetings
6.1 The quorum necessary for the transaction of business of the Committee shall be two. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
6.2 Resolutions of the Committee at any meetings shall be passed by a majority of votes of the members of the Committee present. In the case of any equality of votes, the Chairman of the Committee shall have a casting vote.
6.3 Unless specified by these terms of reference, meetings and proceedings of the Committee shall be governed by the Company’s Articles of Association regulating the meetings and proceedings of the directors.
7. Minutes of Meetings
7.1 The secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.
7.2 Draft and final versions of minutes of meetings should be sent to all Committee members for their comments and records, within a reasonable time after such meetings.
8. Authority
8.1 The Committee is authorized by the Board to:
(a) review any activity within its terms of reference;
(b) obtain all information and explanations which its members consider necessary to fulfill the duties of the Committee; and
(c) obtain outside legal or independent professional advice to assist the Committee in their work, and such advisors may attend meetings as necessary.
9. Duties
9.1 The duties of the Committee shall be:
Oversight of the Company’s sustainability and environmental, social and governance (“ESG”) issues
(a) to oversee the process used to identify, evaluate and manage material ESG-related issues (including risks to the issuer’s businesses);
(b) to monitor integrity of the Company’s sustainability and ESG information in annual reports and to review significant sustainability and ESG reporting judgements contained in them. In reviewing these reports before submission to the Board, the Committee should focus particularly on:
(i) any changes in sustainability and ESG reporting policies and practices;
(ii) major judgmental areas;
(iii) significant adjustments resulting from internal audit or 3rd party verification;
(iv) the going concern assumptions and any qualifications;
(v) references of key international environmental, social and corporate governance standards; and
(vi) compliance with the Listing Rules and legal requirements in relation to ESG reporting;
Oversight of the Company’s sustainability and ESG strategy
(c) to review the Group Sustainability Steering Committee’s progress in driving and reporting impact against ESG-related goals and targets under the Company’s sustainability and ESG strategy;
(d) to endorse the Group’s sustainability policies and practices and ESG management approach based on recommendations from the Group Sustainability Steering Committee;
(e) to report to the Board on the matters in the applicable code provision(s) of the Environmental, Social and Governance Reporting Guide (Appendix 27) of the Listing Rules; and
(f) to consider other topics, as defined by the Board.
10. Reporting Responsibilities
10.1 The Committee shall make whatever recommendations to the Board it deems appropriate or any area within its remit where action or improvement is needed.
10.2 The Committee shall report to the Board on any of the following irregularities which come to its attention:
(a) significant weaknesses in sustainability and ESG reporting and management;
(b) non-compliance with sustainability and ESG policies and procedures of the Company; or
(c) infringements of the sustainability and ESG related applicable laws, rules and regulations.
10.3 The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure that it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
10.4 The Chairman of the Committee, or failing him, any member of the Committee shall attend the annual general meetings of the Company and shall answer questions on the Committee’s activities and their responsibilities.
10.5 The Committee shall report back to the Board and keep the Board informed of its decisions.
Adopted by the Board on 9 November 2018
Updated on 8 August 2019