Sustainability and Safeguarding Committee ("the Committee") 

1.                       PURPOSE

The Sustainability and Safeguarding Committee (the “Committee”) of Camellia Plc (the “Company”) assists the Board of Directors of the Company (the “Board”) in fulfilling its responsibilities as follows:

1. Promote the adoption of satisfactory standards in relation to sustainability and safeguarding through a framework focussing on environmental, social and governance (ESG) matters;
2. Review, support and/or challenge the Company’s sustainability, safeguarding and ESG vision, strategy, and initiatives; and
3. Make recommendations to the Board on sustainability, safeguarding and ESG risk and governance.

2.                       OPERATIONS OF THE COMMITTEE

2.1                   Membership

The Committee shall comprise of a minimum of two members. Members of the Committee shall be appointed by the Board in consultation with the Chair of the Committee (the “Committee Chair”). At least one member of the Committee shall be an independent non-executive director.

Only members of the Committee shall be entitled to attend Committee meetings. However, the Company Secretary, Chief Executive Officer, Chief Financial Officer and the Director of Agriculture may be invited to attend meetings of the Committee on a regular basis, and other non-members may be invited to attend all or any part of a meeting as and when appropriate and necessary. Other persons, including independent experts or advisors, may attend all or part of any meeting as and when deemed appropriate by the Committee.

The Board shall appoint the Committee Chair. In the absence of the Committee Chair and so long as the Committee is quorate, the remaining members present shall elect one of themselves to chair the meeting.

2.2                   Secretary

The Company Secretary, or his or her 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.

2.3                   Quorum

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

2.4                   Frequency of meetings

The Committee shall meet at least three times a year and otherwise as required.

2.5                   Minutes of meetings

The Secretary, or his or her nominee, shall minute the proceedings and decisions of all meetings of the Committee, including recording the names of those present and in attendance.

2.6                   Annual General Meeting

The Committee Chair shall attend the Company’s Annual General Meetings.

3.                       DUTIES

The Committee shall carry out the duties set out below.

3.1                   Governance

The Committee shall:

1. Work and liaise as necessary with the Board; and
2. Review annually the composition, terms of reference and performance of the Committee to ensure it is operating effectively and recommend any changes it considers necessary.

3.2                   Group Guiding Principles

The Committee shall review the Group Guiding Principles and other governance documents that are relevant to the Committee’s activities and recommend to the Board any changes.

3.3                   Best Practice

The Committee shall:

1. Review and assess the potential impact of key developments in internationally recognised and emerging sustainability, safeguarding and ESG regulations, standards and best practice, including both material regulatory and voluntary developments; and
2. Encourage potential measures which help to achieve satisfactory standards of sustainable operation within an ESG framework in line with the Company’s Group Guiding Principles.

3.4                   Strategy

The Committee shall support the Board in assessing the Company’s overall sustainability strategy, plans and objectives and their appropriateness and alignment with the Company’s Group Guiding Principles, Purpose, Culture, Values, Business Model and Strategy.

3.5                   Risk

The Committee shall:

1. Inform the Board of the likelihood and the impact of sustainability and safeguarding risks and opportunities arising, and recommend measures to manage opportunities and mitigate risks to reduce their likelihood and impact;
2. Consider existing and emerging regulatory and legislative sustainability and ESG requirements and advise the Board on implementing any consequent changes to the Company’s strategy;
3. Consider high risk sustainability and ESG issues and the proposed response or disclosures required and provide support where necessary;
4. Consider matters that have significant sustainability and ESG implications and consequences for the Company and its stakeholders, with recommendations to the Board giving due consideration to alignment with the Company’s Group Guiding Principles, Purpose, Values, Business Model and Strategy; and
5. Support the Company’s response to a crisis, where required.

 

3.6                   Reporting Responsibilities 

The Committee Chair shall report formally to the Board after each Committee meeting on all material matters considered. This report shall include:

1. Significant sustainability, safeguarding and ESG related risk management and compliance matters;
2. ESG trends and reporting; and
3. any other issues on which the Board has requested the Committee’s opinion.

The Committee shall make recommendations to the Board on any area within its remit where action or improvement is recommended.

The Committee shall review, prior to publication by the Board, any significant ESG and sustainability-related data, statements and disclosures, including ESG statements and disclosures in the Company’s annual report.

4.                       OTHER MATTERS

The Committee shall:

1. Have access to sufficient resources in order to carry out its duties, including access to the Company Secretariat for assistance as required;
2. Be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members and shall review ESG and sustainability training for the Company as proposed by the Executive Committee; and
3. Give due consideration to relevant laws and regulations, and the requirements of the AIM Rules for companies and any other applicable rules, as appropriate.

5.                       AUTHORITY

The Committee is authorised to:

1. Seek any information it requires from any employee of the Company or call on any employee of the Company to be questioned at a meeting, in order to perform its duties; and
2. Obtain, at the Company’s expense, independent legal, accounting or other professional advice on any matter it believes it necessary to do so.

 

Approved by the Board 10 March 2026