This Charter sets out the operating guidelines for the Health, Safety, Security, Environment Committee (“HSSE Committee”) of NTL and its subsidiaries. The HSSE Committee assists the Board to ensure it provides direction and monitors performance on health, safety, security and the environment (“HSSE”) matters of NTL. This Charter applies in addition to matters set out in the Board Charter.
- Role and Purpose of the HSSE Committee
Board Committees are established to perform particular work on an ongoing basis. Within that mandate, the purpose of the HSSE Committee is to provide a specific governance focus on HSSE risks of NTL and its subsidiaries. HSSE risks include all risks that could cause harm to people or the environment arising out of NTL’s operations and activities, but do not include financial risks or other risks addressed by the Audit and Financial Risk Committee.
The primary role of the HSSE Committee is to fulfil the responsibilities specified in this Charter, and while doing so, assist the Board in fulfilling its responsibilities and objectives in relation to HSSE. In summary, the Committee’s functions include:
- Assisting with planning and setting HSSE direction;
- Assisting with delivering HSSE results and ensuring HSSE plans and improvements are implemented;
- Monitoring HSSE performance and results; and
- Reviewing HSSE outcomes and ensuring that improvement options are developed.
By undertaking these functions the HSSE Committee will assist Board members to meet their due diligence requirements with respect to HSSE.
This HSSE Committee has an ongoing role and purpose in support of the Boards governance of NTL. As such it can only be disestablished through a resolution of the full Board.
- Composition of the HSSE Committee
- The Board will appoint the Chair of the Committee and the Committee members;
- The Chair of the committee will be a Director who is not the Chair of the Board;
- The HSSE Committee will include at least three members. At least one of the members shall be an independent and non-executive member of the Board; and may include a member of the executive management team who is not a board member;
- The quorum will be two Directors with one member of management in the role of secretary; One of the two Directors must be an independent and non-executive member of the Board.
- Meetings may be conducted in person or via video or teleconferencing.
- HSSE Committee Procedure
In addition to the procedural requirements specified in the Board Charter, the following specific requirements also apply to the HSSE Committee:
- The CEO and operations manager will attend all HSSE Committee meetings. Other members of management may attend as required;
- The Company Secretary will be Secretary to the Committee, or any other NTL employee recommended by the CEO and appointed by the HSSE Committee Chair;
- The secretary will prepare the agenda in consultation with the HSSE Committee Chair;
- HSSE Committee papers will be available to Directors at least three working days before the Committee meeting (unless agreed with the Chair);
- The Secretary will take and maintain accurate minutes of the HSSE Committee’s meeting, and will provide draft minutes to the Chair within five working days after the meeting;
- Approved minutes of the HSSE Committee meetings will be included in the following Board meetings papers; and
- Approved minutes will be available to Directors and management.
- Every twelve months, the HSSE Committee’s Charter and composition must be reviewed and its effectiveness confirmed.
- Induction, Continuous Development and Resources
The Committee will ensure it and the full Board are sufficiently informed about the requirements for a modern good practice HSSE management system and about NTL’ and its operations and associated hazards and risks to know whether the system is fit-for-purpose and being effectively implemented.
The Company will provide the HSSE Committee with sufficient resources to undertake its duties, including provision of educational information on HSSE good practice policies.
The Chair of the HSSE Committee will ensure appropriate induction of new Board members and the continuous development of existing Board members. In addition, the Committee may obtain further information from external specialists if and as required.
- Powers and Authority
The HSSE Committee is specifically authorised by the Board to perform activities within the scope of its Charter. The HSSE Committee may also examine any other activities referred to it by the Board.
From time to time the Committee may require external specialist advice. It is authorised to engage suitable consultants and subject matter experts to provide totally objective and neutral advice. Decisions to do this and the supporting rationale will be captured in minutes and reported back to the Board meeting.
- Ownership and Review
Approver: NTL Board
Reviewer: HSSE Committee
Ownership: Company Secretary
Review: Annual or as needed
Date of most recent review: Dec 2016