Health, Safety & Environment Committee – Terms of Reference

1. Introduction

   1. V.Group places utmost importance on keeping people safe. We strongly believe that all those affected by our business should return home safely. These values are enshrined at the highest levels of the group. Whilst the Board, Executive Team, Group Health, Safety, Environment, Quality function (“HSEQ”) and Business Unit Leadership are accountable for health, safety and environment, every colleague is responsible for their own health, safety and environment and that of their colleagues.

2. Purpose and Role

   1. The purpose of this Health, Safety & Environment Committee (the “Committee”) is:
      1. to encourage and assist the group’s executive management, in achieving and maintaining industry-leading performance in health, safety and environment.
   2. The role and responsibilities of this Committee are:
      1. to review with, and support, executives in their effective management of health, safety and environment in line with the guidance provided by the HSEQ Team;
      2. to review and approve the group’s health, safety and environment policies, procedures and working practices and obtain assurance that these meet or exceed legal obligations and that policies, procedures and working practices become and remain industry-leading;
      3. to approve the group’s health, safety and environment strategy and plan, ensuring that it adequately addresses the principal health, safety and environmental risks of the organisation, is sufficient for the size and complexity of the business and is appropriately resourced;
      4. to seek assurance that each business unit is appropriately organised and resourced for health, safety and environment and to monitor performance of each business unit against its health, safety and environment plan;
      5. to review and monitor performance on, and compliance with, health, safety and environmental objectives, policies and plans and support management to identify and implement appropriate corrective action to raise performance where required;
      6. to receive reports on any extraordinary health, safety and environmental issues or incidents, significant near-misses, potentially serious/fatal injuries, review findings from investigations and agree recommended actions including, where appropriate, sharing lessons learned across the group and wider industry;
      7. to seek assurance on the measurement and effectiveness of mitigation actions taken to address health, safety and environmental risks and ensure that such actions are taken consistently across fleet and business units;
      8. to make recommendations to the Board on steps to be taken where the Committee considers action or improvements are necessary;
      9. to report to the Board on the work of the Committee and ensure that Business Unit Leadership are kept informed of their health, safety and environmental responsibilities; and
      10. to receive and review reports from the Group HSEQ Director on regulatory changes and the impact of these on the business.

3. Authority and Accountability

   1. The Committee is authorised by the Board to investigate, using the resources of the Group HSEQ Director, any activity relating to its purpose and role. It is accountable to the Board, for encouraging, supporting and guiding the Executives, to ensure company health, safety and environment performance becomes and remains, industry-leading.

4. Composition

   1. The Committee shall consist of:
      1. an independent, non-executive director of the Board, who shall be the Chairman of the Committee;
      2. two permanent members – one shall be the Chief Executive Officer and one shall be the Chairman of the Board;
      3. permanent attendees, who by invitation, shall include the leaders of the Group’s HSEQ team, its Ship Management Business, its Crewing business, a representative from its Marine Service business and HR Directors; and
      4. the Company Secretary who shall be secretary to the Committee.
   2. The Board should satisfy itself that all members have a level of health, safety and environmental training and at least one member of the Committee has recent and relevant health, safety and environmental knowledge and experience. The chair of the Committee shall be appointed by the Board. The Company Secretary shall circulate minutes of meetings of the committee to all Board members.

5. Meetings

   1. The Committee will normally hold no fewer than three meetings during the year. A quorum shall be two members, and the Committee may be convened from time to time at the request of any member of the Committee or the Board.
   2. Periodic visits to fleet and business locations, individually or as a Committee will be made to maintain familiarity with the nature of the business and to observe health, safety and environmental standards in practice.

6. Resources

   1. The Committee shall be provided with sufficient resources to undertake its duties.

7. Document Control

   1. The Company Secretary is the owner of these Terms of Reference and is responsible for ensuring that these are reviewed in line with the relevant review requirements.
   2. A current version of this Statement is available at: https://vgrouplimited.com/legal/health-safety-environment-committee
   3. This Policy was approved as stated in this Section and is issued on a version-controlled basis.