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CSR Committee Terms of Reference

A. Objectives

The role of the Committee is to keep under review, and make appropriate recommendations to the Executive Board of the Company regarding, the Group’s corporate, social and environmental responsibilities and its sustainability activities.

The Committee shall have no executive powers with regard to its recommendations.

B. Constitution

The Committee shall be appointed by the Executive Board and comprise at least 7 members with representatives from Land & Planning, Operations, Health & Safety, HR, Estates Management, Communications and Legal. The Chairman of the Committee shall be appointed by the Executive Board.

C. Secretary

The Company Secretary or his nominee will act as the secretary of the Committee.

D. Meetings and Quorum

The Committee will meet twice a year and at such other times as it sees fit. Meetings of the Committee will be called by the Secretary of the Committee at the request of any of its members. The quorum for Committee meetings shall be three members.

Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed and any supporting papers , will be forwarded to each member of the Committee, any other person required to attend, no later than three working days before the date of the meeting. The agenda for meetings will be determined by the Chairman of the Committee, taking into account the views of other members of the Committee as appropriate.

Only members of the Committee have the right to attend Committee meetings. However, others may be invited to attend all or part of any meeting as and when appropriate or necessary.

Where the Chairman of the Committee considers it appropriate, the meeting of the Committee may be validly held by telephone conference call (or such other similar means) or by correspondence.

E. Minutes of Meetings

The Secretary will minute the proceedings and decisions of all Committee meetings. Draft minutes of Committee meetings will be circulated promptly to all members of the Committee.

F. Responsibilities

The Committee has the following responsibilities:

  1. To review the effectiveness of the Group’s policies in respect of:
    a) employment issues, including working practices, diversity and equal opportunities;
    b) health and safety;
    c) community and social involvement, including recognition of the needs of older people; and
    d) environmental matters;
  2. To identify appropriate key performance targets and to report on these to applicable stakeholders;
  3. To review, on an annual basis, its own performance, constitution and terms of reference to ensure it is operating effectively and to recommend any changes it considers necessary to the Executive Board for approval;
  4. To promote good sustainability and environmental business practices;
  5. To consider the Group’s impact on, and role within, the communities in which it operates, with particular recognition of the needs of older people;
  6. To promote an environment in which all employees contribute to, and benefit from, the Group’s success through good employment practices, including in respect of disability, diversity, and human rights; and
  7. To promote greater recognition of the housing and wellbeing implications of the UK's ageing population and the growing need for better housing choices for older people, including the provision of specialist retirement housing.

The Chairman of the Committee will report to the Executive Board on the Committee’s proceedings after each meeting on all matters within its duties and responsibilities.

The Committee will make recommendations to the Executive Board in relation to the nature and scope its remit and responsibilities, as and when considered appropriate.

G. Authority

The Committee is authorised to:

  1. Seek any information it requires from any employee of the Group in order to perform its duties;
  2. Delegate all or any of its powers and authorities to one or more sub-committees;
  3. Obtain, at the Group’s expense, outside legal or other professional advice on any matter within its terms of reference and retain the services of outsiders with relevant experience and expertise if it considers this necessary ; and
  4. Seek the information it requires from, and require the attendance at any of its meetings of any director or member of management or employee as and when required.

H. Amendment

These terms of reference may be amended from time to time as required by, and subject to the approval of, the Executive Board.