Management and committees

Further information

• +Corporate Responsibility Committee terms of reference & Membership

  Membership and constitution

  Membership	At least three members, one of whom shall be an independent non-executive Director
  Chairman	Appointed by the Board
  Secretary	Head of Secretariat (or his/her nominee)
  Quorum	Two members, at least one of whom must be an independent non-executive Director
  Attendees	Director of Corporate Responsibility
  Frequency of meetings	Normally four times a year
  Reporting procedure	Minutes to be circulated to CRC members, the CEC and the Board

  Purpose

  The purpose of the CRC is to assist the Board in discharging its duties to promote the success of the company for the benefit of members as a whole and have regard to the matters, among other things, noted in Section 172 (1) (a-f) of the UK Companies Act 2006. In particular, the CRC shall consider risks and opportunities relating to health, safety and security, environment, customers, employees, communities, human rights and business ethics, referred to herein collectively as ‘corporate responsibility’ or ‘CR’.

  Authority

  The CRC is authorised by the Board to:

  • Review the effectiveness of the Group’s processes and controls for identifying and managing CR risks and opportunities that could materially affect the Group’s business performance and reputation. A more detailed explanation of the CR risks and opportunities affecting the Group is attached in Schedule 1. 
  • Review and challenge the Group’s performance on CR matters in line with the Group corporate responsibility strategy, policies and standards.
  • Maintain oversight of the Group’s strategy and key policies on CR matters, noting any recommendations on these from the CEC.
  • Monitor the integrity and effectiveness of the non-financial statements of the Group and any other formal communications relating to the Group’s CR performance.
  • In fulfilling this authority, the CRC is further authorised by the Board to:
  • Investigate or commission investigations into any activity within its terms of reference.
  • Seek any information that it requires from any employee of the Group and all employees are directed to co-operate with any request made by the CRC.
  • Utilise the outputs of the Group’s established risk management and internal audit processes.
  • Secure the attendance at meetings of external individuals with relevant experience and expertise if it considers this necessary.
  • Seek feedback, insight and challenge from a broad range of external stakeholder groups on specific reputation issues.

  Duties

  Without limiting the scope of the authority set out above, the duties of the CRC shall be to:

  Review the effectiveness of the Group’s internal process and controls for identifying and managing CR risks and opportunities that could materially affect the Group’s business performance:

  • Ensure the Group has implemented suitable frameworks to identify current and potential CR risks and opportunities, including appropriate controls and mitigating activities which are monitored in line with clear KPIs and targets.
  • Identify future risks through effective engagement with all relevant stakeholder groups.
  • Anticipate and assess the CR impact of strategic business decisions.

  Review and challenge the Group's performance on CR matters in line with the Group CR strategy, policies and standards. Maintain oversight of the Group’s strategy and key policies, noting any recommendations on these from the CEC:

  • Ensure that the actions and behaviours of the Group comply with the Group Business Principles.
  • Monitor Group performance through development of KPIs and targets, supported by appropriate internal audit processes.
  • Ensure that the Group maintains dialogue on CR performance with all relevant stakeholder groups.
  • Receive reports from the Director of Corporate Reputation of enquiries into activities of the Group that may be of interest or concern to the CRC.

  Monitor the integrity and effectiveness of the Group’s non-financial statements and any other formal communications relating to CR performance:

  • Prepare an annual report on its activities for incorporation in the Group’s annual report to shareholders.
  • Approve the scope and content of key Group CR communications, with particular focus on the annual report and CR report.
  • Ensure CR messages are effectively integrated within ongoing stakeholder communications across the Group.
  • Ensure appropriate content assurance and verification; agree the appointment of suitably competent third party verifiers, their scope of work, methodology and fees.
  • Consider reports by the external verifiers into the adequacy of the Group’s CR management systems and, as appropriate, those of its business divisions.

  Reporting

  • The CRC shall provide quarterly reports to the Board, identifying any matters in respect of which it considers that action or improvement is needed and make recommendations as to the steps to be taken.
  • The CRC shall annually review its terms of reference and its own effectiveness and recommend any necessary changes to the Board.
  • The role and responsibilities of the CRC and the actions taken by the CRC to discharge those responsibilities shall be disclosed in the Group’s annual report and accounts.
  • The Chairman of the CRC shall attend the AGM and shall answer questions, through the Chairman of the Board, on the CRC’s activities and its responsibilities.
  • The Secretary shall circulate the minutes of meetings of the CRC to all members of the CRC, the Board and the CEC.

  Membership and training

  • The Chairman and members of the CRC will be appointed by the Board.
  • The CRC will adopt and maintain a programme of induction, training and development for its members. CRC members will participate in the activities arranged for them to keep abreast of current thinking and leading practices within the scope of the CRC’s responsibilities.

  Schedule 1

  Corporate responsibility (CR)

  The Group seeks to identify and manage significant risks and opportunities affecting Centrica’s business performance in accordance with the Guidelines on Responsible Investment Disclosure (2007) issued by the Association of British Insurers. These categorise CR matters under the following headings. It is important to stress that CR risks, by their nature, change over time, so that the impact areas cited are examples only.

  Environmental

  The risks and opportunities are likely to arise in areas such as:

  • Greenhouse gas emissions
  • Renewable energy
  • Resource use
  • Biodiversity

  Social

  The risks and opportunities are likely to arise in areas such as:

  • Customer relations
  • Health, safety and security
  • Employee relations
  • Human rights
  • Community relations

  Governance

  This includes areas such as:

  • Business conduct
  • Board practice
  • Bribery and corruption
  • Stakeholder engagement
  • Risk management