The
Sustainability Committee (¡§Committee¡¨) of San Miguel Brewery Hong Kong
Limited (¡§Company¡¨) is a committee created pursuant to a resolution of
the Company¡¦s Board of Directors (¡§Board¡¨) to assist the Board to meet
its oversight responsibilities in relation to the Company¡¦s strategy and
policies on environmental, social and sustainability matters.
A.
ROLE AND DUTIES
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The Committee is responsible for
the implementation of the sustainability strategy of the Company as
approved by the Board and integrate both business and sustainability
objectives and priorities of the Company.
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The duties of the Committee include
the following:
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To make recommendations and provide inputs to the Board regarding:
•
the Company¡¦s sustainability strategy; and
•
the effectiveness of the Company¡¦s processes in implementing the
sustainability strategy of the Company;
-
To identify and review environmental, social and sustainability issues,
risks and opportunities;
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To supervise the implementation of the Company¡¦s sustainability strategy
as approved by the Board, including to formulate such policies, goals
and targets, and develop such action plans, programs and practices, on
environmental, social and sustainability matters which are consistent
with the sustainability strategy of the Company;
-
To monitor the Company¡¦s performance against its environmental, social
and sustainability goals, targets, action plans and programs;.
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To review and evaluate the Company¡¦s annual Environmental, Social and
Governance Report and endorse the same to the Board for its approval;
-
To provide updates to the Board on the latest relevant developments on
environmental, social and sustainability matters affecting the Company;
and
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To perform such other duties as the Board may assign to the Committee.
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B.
MEMBERSHIP OF THE COMMITTEE
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The Committee shall be chaired by
the Managing Director and shall have the following as its members:
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Chief Finance Officer
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Head of Corporate Development
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Head of Operations
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Head of Human Resources and Administration
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The
composition of the Committee shall be reviewed annually by the Board and
the Committee to ensure that all relevant aspects of the operations of
the Company are represented.
-
The Company
Secretary shall be the secretary of the Committee.
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C.
COMMITTEE MEETINGS
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The Committee
shall meet at least twice a year, and at such additional
times as the Chairman of the Committee shall decide in order to fulfil
its duties.
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An agenda and
any supporting documentation will be circulated to members of the
Committee at least two working days prior to each meeting.
-
A quorum will
comprise of any three Committee members. In the absence of the Committee
Chairman or appointed delegate, the members shall elect one of their
number as Chairman for that meeting.
-
The Committee
is authorised to seek any information it requires in order to perform
its duties from any employee of the Company; and to obtain, at the
Company¡¦s expense, external legal or other professional advice on any
matter within its terms of reference.
-
The Committee
may extend an invitation to any person to attend all or part of any
meeting which it considers appropriate.
-
All minutes of the proceedings of, and resolutions made during, the
meetings of the Committee shall be kept by the secretary of the
Committee and will be open at all times for inspection by any member of
the Board.
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D.
REPORTING
The Chairman of the Committee or his delegate, shall report to the
Board on the decisions and recommendations of the Committee following
each meeting. The Committee Chairman, or his delegate, may also report
to the Board on any material environmental, social or sustainability
matter as may be necessary or as may be requested by the Board.
E.
REVIEW
The
Committee shall review its terms of reference annually, and shall
update the same as required. These terms of reference shall also be
made available to any requesting person upon written request to the
Company secretary.
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