ESG Committee Terms of Reference

  1. Purpose
    1.1 The purpose of the ESG Committee (the “Committee”) is:
    1.1.1 to assist the Board of Directors of the Company (the “Board”) in promoting the long-term sustainable success of the Company with regard to ESG matters; and
    1.1.2 to assist the Board in fulfilling its ESG reporting responsibilities and fulfilling its oversight responsibilities.
    1.2 The Board and the Committee delegates responsibility for developing and delivering any ESG framework and relevant initiatives to the Company’s senior leadership team. Relevant reports and updates will be provided to the Committee on a periodic basis.
    1.3 In these terms of reference, “ESG” refers to the following areas:
    1.3.1 Environmental: the Company’s impact on the environment including; greenhouse gas emissions, efficient use of resources, land use and biodiversity, and the environmental impact of the Motorpoint Group’s (the “Group”) supply chain.
    1.3.2 Social: the Company’s responsibilities towards:
    (i) employees, including workplace policies concerning safety and wellbeing, engagement, diversity and inclusion and other standards detailed within the Company’s Employee Handbook.
    (ii) engagement with the local communities in which the Company operates.
    iii) customers and other stakeholders, and the application of human rights to such stakeholder groups and the Company’s operations.
    1.3.3 Governance: the conduct of the Company’s business including; corporate governance, business ethics, anti-bribery and corruption programme, commercial and product governance, data privacy and security.
  1. Membership
    2.1 The Committee shall comprise at least three members, a majority of whom shall be independent non-executive directors.
    2.2 Appointments to the Committee are made by the Board and in consultation with the chair of the Committee (the "Committee Chair"). Appointments shall be for a period of up to three years which may be extended for up to two additional three-year periods.
    2.3 Only members of the Committee have the right to attend meetings of the Committee. However other individuals, such as the Head of Sustainability, will be invited to attend for all or part of any meeting, as and when appropriate.
    2.4 The Board shall appoint the first Committee Chair. The Chair of the Board shall not be the Chair of the Committee.
  1. Secretary
    The Company Secretary, or their nominee, shall act as the Secretary of the Committee and will ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to issues.

4. Quorum
The quorum necessary for the transaction of business shall be two members.

5. Frequency of meetings
5.1 The Committee shall meet at least three times a year at appropriate intervals in the operational and reporting cycle of the Company and otherwise as required.
5.2 Outside of the formal meeting programme, the Committee Chair will maintain a dialogue with key individuals involved in the Company's governance.

6.  Notice of meetings
6.1  Meetings of the Committee shall be called by the Secretary of the Committee at the request of the Committee Chair or any of its members following discussion with the Committee Chair.
6.2 Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend no later than five 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.

7. Minutes of meetings
7.1 The Company Secretary shall minute the proceedings and decisions of all Committee meetings, including recording the names of those present and in attendance.
7.2 Draft minutes of Committee meetings shall be circulated to all members of the Committee. Minutes should be circulated to the Board and the Company Secretary unless, exceptionally, it would be inappropriate to do with the papers for the next scheduled Board meeting.

  1. Duties
    8.1 Assist the Board in overseeing the development and implementation of the Group’s ESG strategy and monitoring its performance in relation to ESG matters.
    8.2 Review the effectiveness of risk management and internal control policies where relevant to ESG matters.
    8.3 Oversee and support stakeholder engagement on ESG matters, including, but not limited to, understanding stakeholder reporting expectations.
    8.4 Review, prior to approval by the Board, the ESG matters to be presented in the Company’s annual report and monitor the integrity of these reports.
    8.5 Oversee and monitor the Group’s progress against any net zero, decarbonisation or other environmental strategies.
    8.6 Make proposals to the Remuneration Committee regarding appropriate ESG-related performance objectives for executive directors. Provide an assessment as to the outcomes of the ESG-related performance objectives as at the end of the reporting period.
    8.7 Review internal audit reports on ESG matters and assess the management response to any findings. Monitor the role and effectiveness of the Internal Audit function in regards to ESG matters. Additionally, monitor the development of the capability and capacity of the Internal Audit function to perform its role with regards to assurance of ESG matters.
    8.8 The Committee and the Audit Committee shall hold at least one joint meeting a year to review and approve a programme of internal audit work each year aimed at assessing the effectiveness of policies and processes relating to ESG matters.
    8.9  Review regularly the requirement for external assurance of ESG matters, and as may be deemed necessary, appoint external third-parties to carry out assurance of the effectiveness of ESG-related policies, processes and initiatives and the accuracy of the reporting of ESG matters. 

9. Authority
9.1 The Committee is authorised by the Board to seek any information it requires from any employee of the Company in order to perform its duties.
9.2 The Committee shall oversee, on behalf of the Board, any investigations concerning matters detailed in these Terms of Reference.
9.3  In connection with its duties and at the Company’s expense, the Committee may obtain professional advice on any matters covered by these Terms of Reference.


Adopted by resolution of the Board on 31 March 2022