Ethics Committee Terms of Reference

The Ethics Committee, which comprises Gregory Bowes (Chair), John Campion and Shonaid Jemmett-Page, is responsible for advising the Board on the development of the Group's strategy and anti-corruption policy, including examining whether the ethical risks have been effectively identified, assessed, managed and reported to the Board, with a view to ensuring that the Group does not engage in bribery, corruption or unethical behaviour.

The Company maintains an anti-corruption policy and all executives of the Group have certified that they have read and will comply with that policy and the Group also intends to implement other safeguards and programs across its business, including anti-corruption training programs, designed to prevent the occurrence of fraud, bribery and corruption.


APR ENERGY PLC (Company No 7062201)
(the "Company")
ETHICS COMMITTEE - TERMS OF REFERENCE

1. MEMBERSHIP

1.1 Members of the Ethics Committee shall be appointed by the board of directors of the Company (the “Board”), on the recommendation of the Nomination Committee and in consultation with the Chairman of the Ethics Committee (if appointed).

1.2 The members of the Ethics Committee will be drawn from the Chair, the executive directors and the independent non-executive directors of the Company. The Ethics Committee will consist of not less than three members.

1.3 The Chairman of the Ethics Committee will be appointed by the Board and shall be an independent non-executive director of the Company.

1.4 The Company Secretary (or his/her nominee) shall act as the secretary of the Ethics Committee.

2. DUTIES AND AUTHORITY

2.1 The Ethics Committee shall:

2.1.1 make recommendations to the Board on the development of strategy, policy, procedures and processes on ethical matters;

2.1.2 make recommendations to the Board on steps to be taken to establish a culture of integrity and honesty in all of the Company’s business dealings;

2.1.3 review and monitor the Company’s policies and procedures for the identification, assessment, management and reporting of ethical risk;

2.1.4 review and monitor the Company’s policies and procedures to prevent persons associated with the Company from engaging in bribery;

2.1.5 appoint a senior manager to oversee the development of the Company’s anti-corruption programme;

2.1.6 review and monitor the development and adoption of, and compliance with, the Company’s ethical due diligence policies and procedures covering:
(a) business relationships and activities, including the Company’s agents and intermediaries;
(b) mergers, acquisitions or major new projects;

2.1.7 make recommendations to the Board on the establishment of, review of and monitoring compliance with the Company’s ethical policies and procedures, and in particular;
(a) responsibility for implementation of such policies and procedures;
(b) communication, both internally and externally of such policies and procedures;
(c) provision of training in relation to such policies and procedures;
(d) reporting of progress to the Board in respect of the implementation and compliance with such policy and procedures;
(e) as required, engage external auditors and obtain external reports;
(f) receive and review, internal and external, audits of such policies and procedures and assess performance;
(g) the consequences of breaches of those policies and procedures,

2.1.8 liaise with the Audit and Risk Committee on the mechanisms for employees to raise ethical concerns in confidence;

2.1.9 engage with regulatory bodies, industry groups, advisers and other stakeholders over ethical issues;

2.1.10 review regular reports from the Company's compliance officer and keep under review the adequacy and effectiveness of the Company's compliance function with regard to ethical matters;

2.1.11 at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval;

2.1.12 exercise oversight over any investigation of any matter impacting any Group Company in its sole and unfettered discretion; and

2.1.13 carry out its duties and responsibilities for the Company, its Subsidiary Undertakings and the Company's Group as a whole.

2.2 The Ethics Committee is a subcommittee of the Board of directors. Accordingly, the Ethics Committee exercises such powers of the Board as have been delegated to it, is answerable to the Board and will report to it on a regular basis. It is authorised to investigate any activity within its terms of reference and to seek any information which it requires from the Company.

3. PROCEDURE

3.1 All members of the Board shall have the right to attend meetings of the Ethics Committee. Other individuals such as the Company's President, General Counsel & Chief Compliance Officer and external advisers may be invited to attend all or part of any meeting as and when appropriate.

3.2 In the absence of the Chairman of the Ethics Committee and/or an appointed deputy, the remaining members present (provided they are not less than two in number) shall elect one of themselves to chair the meeting. The Chairman of the Company may not chair the Ethics Committee when it is dealing with his or her succession.

3.3 The company secretary or their nominee shall act as the secretary of the Ethics Committee.

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

3.5 A duly convened meeting of the Ethics Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Ethics Committee.

3.6 The Ethics Committee shall meet at least quarterly (in conjunction with APR Energy plc Board Meetings, where possible) and at such other times as the Chair of the Ethics Committee shall require only if there is business to conduct.

3.7 Meetings of the Ethics Committee shall be summoned by the secretary of the Ethics Committee at the request of any of its members.

3.8 Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Ethics Committee, any other person required to attend and all other non-executive directors, in a timely fashion. Supporting papers shall be sent to committee members, and to other attendees as appropriate, at the same time.

3.9 The secretary shall minute the proceedings and resolutions of all meetings of the Ethics Committee, including details of those present or in attendance and details of any conflicts of interest notified to the Ethics Committee.

4. REPORTING

4.1 Minutes of Ethics Committee meetings shall be circulated promptly to all members of the Ethics Committee and, once agreed, to all members of the Board (unless a conflict of interest exists).

4.2 The Chairman of the Ethics Committee will report formally to the Board on its proceedings after each meeting on all matters within the scope of its duties and responsibilities.

4.3 The Ethics Committee shall make whatever recommendations to the Board it deems appropriate in any area within its remit where action or improvement is needed.

4.4 The Ethics Committee shall have access to sufficient resources in order to carry out its duties.

4.5 The Ethics Committee is authorised by the Board to obtain outside legal or other independent professional advice.

4.6 The Ethics Committee’s duties, responsibilities and activities during the year will be disclosed appropriately in the Annual Report and Accounts.

4.7 The Chairman of the Ethics Committee shall attend the Annual General Meeting of the Company and be prepared to respond to any Shareholder questions on the Ethics Committee's duties, responsibilities and activities.

Adopted by resolution of the Board on 28 July 2014