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Terms of Reference for an ESG Committee

Environmental, Social & Governance Committee Terms of Reference

CO.ESG.01

This is a template terms of reference for an Environmental, Social & Governance (ESG) committee of the board. In putting in place an ESG strategy as well as various ESG practices, policies and procedures, a company may wish to delegate these tasks to a committee. To regulate the committee’s conduct and set the parameters for how it should operate, it is often useful to put in place terms of reference.

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.

These terms of reference form part of a suite of templates relating to Environmental, Social & Governance matters.

This template is in open format. The requisite details should be inserted into the highlighted fields or the wording can be adjusted to suit your purposes. Wording in square brackets is optional. If it is required, then the brackets should be deleted and the wording within them retained. If the wording is not required, then it can be deleted.

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