Purpose:
The Technology and Sustainability Committee (the “Committee”) is constituted by the Board of Directors (“the Board”) for the primary purpose of assisting the Board in overseeing the Company’s technology and innovation, data, and intellectual property strategies including but not limited to the Company’s information security, cybersecurity and data privacy programs (the “Tech Program”), and related investments aligned with execution of the Company’s overall objectives.
Duties and Responsibilities:
To review and make recommendations to the Board on major strategies and other subjects relating to:
- review the Tech Program and their alignment with the Company’s overall business strategy;
- Company’s approach to technical and commercial innovation and advise on the Company’s technological evolution and related investments;
- evaluate the Company’s technology position in a competitive environment and advise on long-term strategic goals;
- review and oversee the function of the Information Technology (IT) within the Company in establishing and implementing various latest IT tools and technologies by which key functions and processes across various businesses within the Company can be automated to the extent possible;
- the Company’s approach, and strategies with respect to, development and deployment of technologies that support and drive the Company’s understanding of, and ability to meet the needs of, its consumers and customers as a strategic differentiator and other stakeholders, as appropriate;
- review trends in research and development, and also review emerging technologies including but not limited to artificial intelligence, machine learning, data security, consumer privacy, policies, and procedures for building the Company’s technological strength and means to sustain competitiveness;
- oversee, review, and discuss with the management the Company’s information security program, including adequacy of the Company’s information technology, cyber security program and consumer facing applications, data protection and system management, policies, procedures, capabilities and resilience;
- review management’s plans for developing new architectures, data strategies and key technologies that enable customer experiences, products and services;
- review the effectiveness of the Company’s crisis preparedness with respect to technology and information security, including communication plans, disaster recovery capabilities, and overall business continuity; and
- review, comment and provide guidance on the Company’s plans and actions with regard to ESG/Sustainability initiatives and measures, review emerging trends in sustainability including Company’s policy and performance in relation to sustainability related matters.
The Committee shall oversee, and periodically review, the structure, operation, and efficacy of the Tech Program, including the Technology and Business departments, with full access to Company management and the ability to inquire into any matter that it considers to be of material concern to it or the Board.
Other Activities:
To perform any other activities as the Committee deems appropriate, or as are requested by the Board, consistent with this Charter, the Company’s Memorandum and Articles of Association and applicable laws.
Charter:
To maintain and update, as appropriate, this Charter will be published on the Company’s website.
Membership, Structure and Operations:
Composition:
The Committee consists of as many members as the Board will determine from time to time, but in any event not fewer than three members. The Chairman of the Committee shall be designated by the Board. In the absence of the Chairman of the Committee, the remaining members present shall elect one of themselves to chair the Committee.
Secretary:
The Company Secretary will function as the Secretary to the Committee.
Quorum:
The quorum for transacting business at a meeting of the Committee shall be any two members of the Committee.
The Committee may invite such of the executives, as it considers appropriate, to be present at the meetings of the Committee. On occasions considered necessary, the Committee may also meet without the presence of any executive of the Company.
Meetings:
The Committee will meet such number of times in a financial year as it may deem necessary and upon management’s request subject to a minimum of two meetings in a financial year.
Recording of meetings:
The Committee shall keep such records of its meetings as it shall deem appropriate. The Company Secretary will maintain minutes of meetings of the Committee, which will be submitted to the Board in subsequent meeting, for noting.
Reporting to the Board:
The Committee shall report on its activities, and summarize any recommendations, at the subsequent Board meeting.
Authority:
The Committee shall have free access to management and management information. The Committee, at its sole authority, may seek the advice of outside experts or consultants at the Company’s expense where judged necessary, to discharge its duties and responsibilities.
Voting:
Each member of the Committee will have one vote.
Delegation:
Except where otherwise prohibited, the Committee may delegate to a sub-committee or to the Chair the right to hear and determine any issue (whether specific or general) on behalf of the whole Committee, and the Committee may also delegate administrative tasks to employees of the Company; provided, however, that no such delegation can alter the fundamental duties and responsibilities of the Committee.
Evaluation of the Committee:
Periodically, the Committee will evaluate how well it has fulfilled its purpose and report its findings to the Board.
Review of Technology and Sustainability Committee Charter:
The adequacy of this Charter shall be reviewed and reassessed by the Committee at such intervals as the Committee deems appropriate and recommendations, if any, shall be made to the Board to update the same from time to time.
Approved by: Board of Directors on July 19, 2024.