CLP : Terms of Reference of Sustainability Committee (1 April 2014)

Board Committees SECTION

Sustainability Committee (Page 1 of 3)

A. Functions
The Sustainability Committee is appointed by the CLP Holdings Board of Directors to oversee CLP's positions and practices on issues in relation to social, environmental and ethical matters that affect shareholders and other key stakeholders.
B. Authority
The Committee is authorised by the Board to:
1. retain outside counsel, experts and professional advisors, as the Committee deems appropriate, at CLP's expense; and
2. investigate any activity within its Terms of Reference and in doing so to seek any information it requires from any employee or co-worker.
C. Responsibilities
1. to review, endorse and report to the Board on the quality and effectiveness of
CLP's policies and practices on social, environmental and ethical matters;
2. to monitor, review and make recommendation to the Board with regard to CLP's value framework insofar as this relates to social, environmental and ethical matters;
3. to monitor and review the implementation of CLP's Sustainability Framework;
4. to review CLP's actions in furtherance of its values, commitments, policies and codes in respect of social, environmental and ethical performance;
5. to oversee CLP's performance in relation to social, environmental and ethical matters;
6. to consider the impact of CLP's procedures and processes on employees, citizens and communities, especially with respect to environment, health and safety;
7. to review CLP's management of environmental risks and opportunities;
8. to review and advise the Board on CLP's public reporting as regards its performance on social, environmental and ethical matters;
9. to consider, in light of information, input and advice from Management, key trends in legislation, regulation, litigation and public debate around the world as regards social, environmental and ethical standards of corporate behaviour;

Board Committees SECTION

Sustainability Committee (Page 2 of 3)

10. to monitor the standards set and performance achieved in social, environmental and ethical matters by CLP, relative to comparable utilities or other benchmarked companies, including on a regional and global basis;
11. to review and approve, on behalf of the Board, CLP's policy with respect to community, charitable and environmental donations and sponsorships; and, to review annually overall Group strategy on these matters, and monitor the application and implementation of that policy and plans;
12. to visit, as appropriate, CLP's own facilities or those sponsored or subsidised by CLP so as to monitor the social, environmental and ethical aspects of those facilities on their operation and future needs;
13. to perform such further functions related or incidental to the foregoing which the
Committee deems appropriate; and
14. to report to the Board on decisions or recommendations made, unless there are legal or regulatory restrictions to do so.
D. Members (as from 1 April 2014)

E. Meetings
1. The meetings and proceedings of the Committee are governed by the provisions contained in the Company's Articles of Association and the CLP Code on Corporate Governance for regulating the meetings and proceedings of Directors. Two members present in person shall be a quorum for the Committee meetings until the Board has otherwise determined. All meetings of the Committee may be held by telephone;
2. The Company Secretary, or her delegate, shall act as the secretary to the Sustainability Committee and must ensure that full minutes are kept of all meetings; and

Board Committees SECTION

Sustainability Committee (Page 3 of 3)

3. Minutes of the Committee meetings shall be circulated to all members of the Committee and made available upon request to other members of the Board. A summary of the minutes shall submit to the Board.

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