Howden Joinery Group Plc

Terms of Reference of the Sustainability Committee

Last approved: 4 November 2021

1.

Membership

1.1Members of the Committee shall be appointed by the Board in consultation with the Chair of the Committee. The Committee shall be made up of least three members, the majority of whom should be independent non-executive directors. If the Board decides that a member of the Committee is no longer independent, and as a result a majority of the members of the Committee are not independent non-executive directors, that member will cease to be a member of the Committee.
1.2Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Chief Executive Officer, Chief Financial Officer, Group HR Director, Director of ESG (which for the purpose of these terms of reference shall include any equivalent role), and external advisers may be invited to attend for all or part of any meeting, as and when appropriate.
1.3Appointments to the Committee shall be for a period of up to three years, which may be extended by the Committee provided the director remains independent.
1.4The Board shall appoint the Committee Chair who must be an independent non-executive director. In the absence of the Committee Chair and/or an appointed deputy, the remaining members present shall elect one of their number to chair the meeting.

2.

Secretary

2.1The Company Secretary shall act as the Secretary of the Committee.

3.

Quorum

3.1The quorum necessary for the transaction of business shall be two members, present in person or by electronic communication (where each person is able to speak and to be heard by all those deemed to be present simultaneously). 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.

4.

Meetings

4.1The Committee must meet as often as it deems necessary and at such times as the Chair of the Committee shall require, but in any case, at least twice a year.

5.

Notice of Meetings

5.1Unless otherwise agreed by all Committee members, notice of each meeting confirming the venue, time and date (and dial-in or video conference details if required), together with an agenda of items to be discussed, shall be forwarded to each member of the Committee, any other person required to attend and all other non-executive directors, no later than 5 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. Notices, agendas and supporting papers may be sent in electronic form where the recipient has agreed to receive documents in such a way.
5.2The Secretary must ensure that the Committee receives information and materials in a timely manner to enable full and proper consideration to be given to them.

6.

Minutes of Meetings

6.1The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.
6.2Draft minutes of Committee meetings must be sent promptly to all members of the Committee.

7.

Annual General Meeting

7.1The Chair of the Committee shall attend the Company’s annual general meeting to respond to any shareholder questions on the Committee’s area of responsibility.

8.

Role

8.1

The principal role of the Committee is to assist the Board in articulating and developing its sustainability strategy and providing oversight of sustainability initiatives across the business, in line with the purpose, values, and strategy of the Company as established by the Board.

This includes monitoring of the content and completeness of external statements, disclosures and other reporting on sustainability matters.

9.

Duties

 The Committee shall carry out the duties considered below. However, it will also consider any other matters referred by the Board or its committees relevant to environmental and social sustainability.
 The Committee shall:
9.1Oversee Howdens’ sustainability strategy, consider and approve proposals from management on the content of that strategy and recommend its adoption by the Board.
9.2Monitor and review progress against priorities and objectives, including compliance with public commitments on sustainability matters.
9.3Oversee management’s plans on environment and climate action, including the setting, disclosing, and achievement of targets.
9.4Oversee and assess Howdens’ overall contribution to, impact on, and role in society in the countries where it operates.
9.5Review external reporting and recommend for approval the external statements and disclosures made by Howdens in relation to sustainability, including the relevant sections of Howdens’ Annual Report. This shall include keeping under review the extent and effectiveness of Howdens’ external reporting of sustainability performance and its participation in external benchmarking indices.
9.6Consider Howdens’ position on relevant emerging sustainability issues and consider and approve proposals on Group targets and/or the Group’s commitment to non-mandatory sustainability related objectives

10.

Reporting Responsibilities

10.1The Committee Chair shall, where appropriate, report to the Board on its proceedings.
10.2The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

11.

Other Matters

 The Committee shall:
11.1have access to sufficient resources in order to carry out its duties, including access to the company secretariat and management, including the Director of ESG (or their equivalent) for assistance as required;
11.2be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members; and
11.3arrange for periodic reviews of its own performance and, at least annually, review its 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.

12.

Authority

12.1The Committee is authorised by the Board to undertake any activity within its terms of reference and to obtain, at the Company’s expense, outside legal or other professional advice, including scientific advice, on any matters within its terms of reference.
12.2The Committee may sub-delegate any or all of its powers and authority as it thinks fit to one or more of its members or the Company Secretary, including, without limitation, the establishment of sub-committees which are to report back to the Committee.

 

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