Health, Safety and Envirnment Cmmittee Charter WrleyParsns Limited Last reviewed by the Cmmittee: 23 February 2016 Adpted by the Bard: 24 February 2015 Level 12, 141 Walker Street Nrth Sydney NSW 2060 Australia Tel: +61 2 8923 6866 Fax: +61 2 8923 6877 www.wrleyparsns.cm WrleyParsns Limited ABN 17 096 090 158 Cpyright 2015 WrleyParsns Limited
HEALTH SAFETY AND ENVIRONMENT COMMITTEE CHARTER CONTENTS 1. ROLE... 1 2. MEMBERSHIP OF THE COMMITTEE... 1 3. ADMINISTRATIVE MATTERS... 1 4. REPORTING... 2 5. RESPONSIBILITIES AND FUNCTIONS... 2 6. REVIEW... 3 Rev 2 (24-Feb-15) Crprate Standard Page ii
Pursuant t a reslutin f the Bard f WrleyParsns Limited (WrleyParsns) passed n 29 June 2012, an Health, Safety and Envirnment Cmmittee (the Cmmittee) f the Bard was established. The purpse and the pwers f the Cmmittee are set ut in this dcument. 1. ROLE The rle f the Cmmittee is t assist the Bard t fulfill its respnsibility t versee health, safety and envirnmental matters arising ut f WrleyParsns activities. 2. MEMBERSHIP OF THE COMMITTEE The Cmmittee will have at least three members and be cmprised slely f nn-executive directrs, with the majrity being independent directrs. The Bard will appint the Chair f the Cmmittee, wh shuld be an independent directr. The Bard may appint such additinal directrs t the Cmmittee r remve and replace members f the Cmmittee by reslutin. Members f management must nt be appinted members f the Cmmittee. Nn-cmmittee members may attend meetings f the Cmmittee at the invitatin f the Cmmittee Chair, wh will have regard t ptential cnflicts f interest when making invitatins. The invitatin t attend the Cmmittee meetings may be a standing invitatin. The CEO, r any ther attendee, may nt participate in deliberatins f the Cmmittee where the matter culd affect his r her psitin r where he r she has a persnal interest in the matter. 3. ADMINISTRATIVE MATTERS It is intended that the Cmmittee will meet at least fur times a year at a time cincident with Bard meetings and that at least ne f thse meetings be cincident with the presentatin f the annual Health, Safety and Envirnment Reprt t the Bard. The Cmmittee will meet as ften as Cmmittee members deem necessary in rder t fulfil their rle. The Cmmittee r an individual member may seek independent advice, at the cmpany s expense, where the cmmittee r the individual member cnsiders such advice necessary r apprpriate. The Cmmittee may btain infrmatin frm and cnsult with the CEO r ther internal management resurces, as it cnsiders apprpriate. A ntice f each meeting cnfirming the date, time, venue and agenda shall be frwarded t each member f the Cmmittee (with a cpy t all Bard Members) at least five wrking days prir t the date f the meeting. The ntice fr members will include relevant supprting papers fr the agenda items t be reviewed and discussed. Any member may, and the Secretary must, cnvene a meeting f the Cmmittee upn a member s request. Rev 2 (24-Feb-15) Crprate Standard Page 1
The Secretary will attend all Cmmittee meetings as minute secretary. All minutes f the Cmmittee will be entered int a minute bk maintained fr that purpse and will be pen at all times fr inspectin by any directr. A qurum will cmprise any tw Cmmittee members. In the absence f the Cmmittee Chair r appinted delegate, the members shall elect ne f their number as Chair fr that meeting. Meetings and prceedings f the Cmmittee are gverned by the prvisins f the WrleyParsns Cnstitutin regulating meetings and prceedings f the Bard. 4. REPORTING The Cmmittee Chair will prvide a reprt f the actins f the Cmmittee at the next Bard meeting. The minutes and agenda f the prir Cmmittee meeting will be included in the Bard papers fr the subsequent Bard meeting. The Cmmittee Chair will als, if requested, prvide a brief ral reprt as t any material matters arising ut f the Cmmittee meeting. All directrs will be permitted, within the Bard meeting, t request infrmatin f the Cmmittee Chair r members f the Cmmittee. 5. RESPONSIBILITIES AND FUNCTIONS In this sectin Grup means the grup f cmpanies frmed by WrleyParsns and each f its subsidiaries. Recmmendatins regarding resurces, prcesses and perfrmance Based n reprting prvided by management and independent third party verificatin, the Cmmittee will make recmmendatins t the Bard regarding: the effectiveness f: Grup resurces and prcesses fr managing health, safety and envirnmental risks; Grup prcesses fr apprpriately elevating health, safety and envirnmental incidents, and fr apprpriately respnding t reprts f such incidents; and Grup prcesses fr cmplying with health, safety and envirnmental laws; Grup perfrmance with respect t health, safety and envirnment, including whether r nt management is satisfactrily achieving its health, safety and envirnment bjectives; and whether r nt the Bard shuld apprve the health, safety and envirnment aspects f the Grup s Risk Management Plan. Rev 2 (24-Feb-15) Crprate Standard Page 2
Recmmendatins regarding independent third party verifiers Based n infrmatin prvided by management, the Cmmittee will make recmmendatins t the Bard as t: the identity f the firms t be appinted by the Grup frm time t time t verify the effectiveness f the Grup s resurces, prcesses and perfrmance with respect t health, safety and envirnment; the scpe f each such firm s rle; and the frequency with which such verificatins are t be undertaken. Mnitring redress f ineffective resurces, prcesses and perfrmance Reprting prvided by management r independent third party verificatin may indicate that the Grup s resurces, prcesses r perfrmance with respect t health, safety and envirnment have been fund t be ineffective in a material respect r therwise unsatisfactry in a material respect. If that ccurs, the Cmmittee will, n the Bard s behalf, mnitr implementatin f the steps recmmended by management r the third party t seek t ensure that, in a timely manner, the resurces, prcess r perfrmance becme effective r therwise satisfactry. Site visits While the Cmmittee will rely primarily n reprting prvided by management and independent third party verificatin t carry ut its rle, Cmmittee members will als participate in a prgram f site visits. The purpse f thse visits is t increase Cmmittee members understanding f the health, safety and envirnmental risks faced by the Grup and t further raise the prfile f health, safety and envirnmental risk management with staff n site and, in particular, with site management. Cmmittee members generally d nt represent themselves as experts in the fields f health, safety, envirnment r risk management. As such it is nt the respnsibility f Cmmittee members t cnduct health, safety r envirnment risk reviews when visiting sites. 6. REVIEW The Bard will annually, at the first meeting f each calendar year, review the membership and charter f the Cmmittee t determine its adequacy fr current circumstances. Where necessary the Cmmittee may, by reslutin alter the respnsibilities, functins r membership f the Cmmittee and recmmend t the Bard the frmal adptin f the revised charter fr future peratins f the Cmmittee. Rev 2 (24-Feb-15) Crprate Standard Page 3