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Terms Of Reference For The CSR Committee

1. Constitution

The Committee has been established by resolution of the board of directors of the Company and is to be known as the TN Holdings Corporate Social Responsibility or (TNHCSR Committee).

2. Membership

2.1 The members of the TNHCSR Committee shall be appointed by the Group CEO and shall comprise of the Group Chief Operating Officer, the Group Chief Finance Officer plus others from amongst the management of the Company and shall in total consist of at least 5 (five) members.

2.2 Chairman

The Group CEO shall appoint a chairman form amongst the members of the TNHCSR Committee (the “Chairman”) and shall decide his or her period of office. The TNHCSR Committeeworks under the guidance of its Chairman. The Chairman shall also represent the Committee when it is not assembled.

2.3 The Group CEO shall regularly review the membership of the TNHCSR Committee to ensure that membership is refreshed and undue reliance is not placed on particular individuals as regards membership of the TNHCSR Committee.

2.4 The TNHCSR Committee may invite the Group Chief Executive of the Company or any other person to advise and/or to join meetings of the TNHCSR Committee when required notwithstanding that they are not members of the TNHCSR Committee.

3. Quorum

A quorum shall be five (5) members. A duly convened meeting of the TNHCSR 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 TNHCSR Committee.

4. Attendance at Meetings

4.1 No one other than the TNHCSR Committee Chairman and other Committee members is entitled to be present or vote at a meeting of the TNHCSR Committee.

4.2 Should any Committee Member be absent from duly called meetings without sending in an apology, for six (6) consecutive meetings, recommendations will be made to Group CEO for that member to be replaced.

4.3 The chairman of the Company, Group Chief executive, Group Chief Operating Officer, Head of Group HR director and head of Group Internal Audit and any other member of senior management may be called upon or shall be able to speak at any meeting of the TNHCSR Committee by prior arrangement with the Chairman.

5. Secretary

The TNHCSR Committee shall appoint from its membershipa Secretary of the TNHCSR Committee who shall keep records of proceedings, membership and the dates of any changes to the membership of the TNHCSR Committee.

6. Frequency of Meetings

6.1 Meetings shall be held at such times as the TNHCSR Committee deems appropriate, and in any event shall be held not less than four (4) times a year.

7. Proceedings

7.1 Meetings of the TNHCSR Committee shall be summoned by the Secretary of the TNHCSR Committee at the request of the Chairman or any member thereof.

7.2 Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed and supporting papers, shall be sent to each member of the TNHCSR Committee and any other person required to attend not later than 48 hours prior to the date of the meeting.

7.3 The Secretary to the TNHCSR Committee shall record the proceedings and resolutions of meetings of the TNHCSR Committee and shall circulate the minutes of such meetings to all members of the TNHCSR Committee as well as the Group Chief Executive.

7.4 In the absence of the TNHCSR Committee Chairman and/or an appointed deputy, those members present shall elect one of their number to chair the meeting.

8. Authority

8.1 The TNHCSR Committee is authorised by the Board at the expense of the Company to investigate any matter within its terms of reference. It is authorised to seek any information that it requires from any party in order to perform its duties.

8.2 The TNHCSR Committee is authorised by the Board at the expense of the Company to obtain external professional advice and to secure the attendance of third parties with relevant experience and expertise at meetings of the TNHCSR Committee if it considers this necessary.

8.3 The above terms of reference may be amended from time to time as required, subject to approval by the Board.

8.4 The Committee shall produce an Annual Budgetbefore the beginning of each New Year for all its ensuing CSR activities, for approval by the Board. All financial activities handled by the Committee will therefore be assessed within such budget.

9. Duties

The responsibilities of the TNHCSR Committee shall be to:

9.1 Review, agree and establish the Company’s TNHCSR strategy and its implementation in practice and that the Company’s social, environmental and economic activities are aligned with each other.

9.2 Receive all requests directed to the Group for Donations, Sponsorships and any other financial need or other support and decide the most appropriate course of action to be recommended to the Group Chief Executive Officer.

9.3 Develop and recommend for acceptance by the Board, policies on all aspects of TNHCSR including employment issues, health & safety, human rights, workforce diversity & inclusion, the environment, community & social investment, compliance with ethical trading & business practices and other TNHCSR-related matters as may be determined by the TNHCSR Committee from time to time.

9.1 Receive reports and review activities from executive and specialist groups managing TNHCSR matters across the Group’s operations.

9.5 Monitor compliance with the TNHCSR policies throughout the Group and to review performance against agreed targets.

9.6 Review the integration of TNHCSR processes with the Group’s broader business risk management programme and reputation management priorities.

9.7Develop and encourage effective two-way communication concerning TNHCSR issues within the company.

9.8 consider other topics, as referred to it by the Board.

10. Reporting Procedures

The TNHCSR Committee shall:

10.1 Report to the Group Chief Executive on its proceedings after each meeting on all matters within the scope of its duties and responsibilities.

10.2 Make whatever recommendations to the Group Chief Executive as it deems appropriate on any area within its remit where action or improvement is required.

10.3 Report on its responsibilities and activities during the year in a TNHCSR Report to be published at the same time as the Company’s Annual Report.

10.4 Publicise its activities and success stories on the TN Holdings Group Website.

11.  Amendments
These Rules may be amended by a decision taken by the Committee and endorsed by the Group CEO.

TN Baker

TN Baker

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