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Forming an Environmental, Social & Governance Committee of the Board

April 2022

A company may wish to put in place an Environmental, Social & Governance (ESG) strategy as well as various ESG practices, policies, and procedures. A company may also wish to delegate these tasks to a committee of the board to oversee. A template terms of reference for a committee of the board has been created, to consider these matters and regulate their conduct in doing so.

These terms of reference set out amongst other things, the purpose of the committee, its membership, quorum, the structure of its meeting and its duties. For companies with model articles, article 6 permits delegation of the board’s powers to a committee.

Board minutes based on the standard board minutes to approve the formation of a general committee of the board have also been added. These are tailored to the specifics of an ESG committee. The role and remit of such a committee will mean different things to different organisations depending on size and sector.

These templates form part of a new suite of templates on our site in relation to Environmental, Social & Governance matters.

The contents of this Newsletter are for reference purposes only and do not constitute legal advice. Independent legal advice should be sought in relation to any specific legal matter.

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