Powerhouse Energy Group plc

The Environmental Social and Governance Committee

Terms of Reference

Terms of reference for the Environmental Social and Governance (“ESG”) Committee of the Company approved by the Board on 17 December 2020.

a) MISSION

  1. The overall mission of the ESG Committee, which will also function as an AIM Rules Compliance Committee, is to support the Board in ensuring that Powerhouse attaches the highest priority to environmental, social and governance issues and managing the associated ESG risks.
  2. The ESG Committee will scrutinise all aspects of Powerhouse’s environmental performance and impact. It will make recommendations to the Board for the implementation of policies and actions designed to ensure that Powerhouse promotes achievement of the UN Sustainable Development Goals throughout its business.
  3. The ESG Committee will monitor Powerhouse’s performance in relation to its stated aims of providing a solution to the global problem of plastic waste and producing a sustainable low carbon alternative to fossil fuels whose adoption will accelerate the world’s progress to net zero emissions. Where appropriate it will make recommendations to the board to ensure these aims are achieved.
  4. The ESG Committee will scrutinise particularly closely the greenhouse gas emissions caused by Powerhouse’s own activities as well as those of its suppliers and customers with the aim of achieving continuous improvement in performance.
  5. The ESG Committee will monitor Powerhouse’s recruitment policies and its progress towards employing a fully diverse work force at all levels, including consultants.
  6. The ESG Committee will keep all aspects of Powerhouse’s governance under continuous review and make recommendations to the board for improvements where necessary.
  7. The ESG Committee will support the Board in ensuring that Powerhouse complies with the AIM Rules.
  8. The Committee will support the Board in its duty to promote the success of the Company for the benefit of its members as a whole whilst having regard to the interests of the Company’s employees, shareholders and stakeholders.

 

b) MEMBERSHIP

  1. The ESG Committee will comprise not less than two non-executive directors, one of whom will be appointed as chair of the Committee, and the CEO.

 

c) MEETINGS

  1. The ESG Committee will meet at least once in every half year and additionally as required.

 

d) SECRETARY

  1. The Company Secretary, or a person appointed by the Committee Chairman, shall act as the Secretary of the Committee and take minutes

 

e) QUORUM AND VOTING

  1. The quorum necessary for the transaction of business shall be two members.
  2. Only members of the Committee are entitled to vote at meetings of the Committee. Each member shall have one vote and the Committee Chair shall have the overriding vote.

 

f) DUTIES

The Committee shall carry out the following duties for the Company, as appropriate:

  1. Establish, agree and review the Company’s ESG strategy and policies (ensuring it is aligned with the Company’s culture, purpose and values) and oversee its implementation;
  2. Oversee and monitor management’s assessment of the health, safety, security and environmental impacts from the Company’s operations on its stakeholders, in particular its employees, local suppliers and local communities;
  3. Oversee and monitor the Company’s processes and mechanisms for building relationships (including understanding their views) with employees, suppliers and other key stakeholders;
  4. Promote a culture of integrity and openness, which values responsiveness to the views of stakeholders; and
  5. Carry out any activity requested by the Board including reviewing and recommending appropriate health, safety, environmental and sustainability performance objectives for management, in regard to the Company’s strategic KPIs.

 

g) REPORTING RESPONSIBILITIES

  1. The Committee Chair shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
  2. The Committee shall:
    · make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed; and
    · make a statement in the Company’s ESG and Annual Report about its activities, the process used for appointments and explain if external advice or open advertising has not been used.

 

h) OTHER MATTERS

  1. The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

 

i) AUTHORITIES

  1. The Committee is authorised to seek any information (including reports) it requires from any employee of the company in order to perform its duties.
  2. The Committee is authorised to obtain, at the company’s expense independent legal or other professional advice on any matters within its terms of reference.