1. Objective

The Environmental, Social and Governance Committee (‘ESGC’) is a sub-committee of Pavocat Group’s (‘Group’) board of directors (the Board). The ESGC’s objective is to support the Board on Environmental, Social and Governance (‘ESG’) related matters.

2. Organisation

The Board determines instructions for, and composition of, the ESGC and shall appoint the ESGC Chairman.

The ESGC shall consist of at least 2 members of the Board.

The Head of Strategy Execution shall be the company’s main representative at the ESGC and will be supported by a nominated Group employee who will act as Secretary.

The Chief People Officer shall be a member of the ESGC and shall have a focus on the Social element of the ESG strategy.

The Head of Strategy Execution shall be a member of the ESGC and shall have a focus on operational elements of the ESG strategy.

The Company shall provide the ESGC with the financial resources required to perform its duties.

The ESGC may retain independent specialist consultants to advise in the conduct of its duties.

3. Meetings

The ESGC shall meet as often as deemed necessary but normally twice per year.

Meeting agendas shall be prepared and provided in advance, along with appropriate briefing materials.

The Head of Strategy Execution, shall be accountable for the preparation, finalisation and submission of materials, and in the production of all meeting minutes.

4. Responsibilities

The ESGC’s primary responsibilities to the Board are to:

• Review and direct the Group’s ESG strategy;
• Ensure the company’s ESG policies and practices are fit for purpose;
• Monitor progress against agreed ESG targets;
• Review ESG reporting;
• Ensure that ESG risks are appropriately recognised and evaluated; and
• Review the adequacy of these terms of reference annually.

5. Reporting to the Board

The ESGC shall report to the Board at least once per year about the ESGC activities and any issues identified. The reporting may be in the form of written minutes of meetings, memoranda or ad-hoc presentations at meetings of the Board. Material issues should be reported immediately to the Chairman of the Board.