ASCI Ethics Committees Terms of Reference

The ASCI Ethics Committee is a subcommittee of the ASCI Board and an advisory body, appointed by the ASCI Board of Directors to:

oversees the ASCI Ethics Management Program

create the applicable Confidential Ethics Complaint Reporting Procedures, and Ethics Advisory Structures

review requests for advisory opinions; and

review ethics complaints and make recommendations to the Board.

In accordance with the directive of the ASCI Board of Directors, the ASCI Ethics Committee serves as an advisory body to the Board of Directors to interpret the ASCI Code of Ethics and to advise all persons who are subject to the Code. These opinions represent the ASCI Ethics Committee's advice to employees and interested persons about the application of the Code to specific conduct or behaviour.

1.1 Membership of the ASCI Ethics Committee

The Chairman of the Ethics Committee will be appointed by the Board of Directors of ASCI (the "Board").
Members of the Ethics Committee shall be appointed by the Board, on the recommendation of the CEO and in consultation with the Chairman of the Ethics Committee (if appointed).
The Ethics Committee will consist of not less than three members.
The Company Secretary (or his/her nominee) shall act as the secretary of the Ethics Committee.

1.2 Duties of the ASCI Ethics Committee

The Ethics Committee shall:

make recommendations to the Board on the development of strategy, policy, procedures and processes on ethical matters.
make recommendations to the Board on steps to be taken to establish a culture of integrity and honesty amongst all ASCI Members.
review and monitor ASCI's Code of Ethics, Complaints and Discipline System for the identification, assessment, management and reporting of ethical risk.
review and monitor the development and adoption of, and compliance with, ASCI's Code of Ethics, Complaints and Discipline System.
make recommendations to the Board on the establishment of, review of and monitoring compliance with ASCI's Code of Ethics, Complaints and Discipline System, and in particular:

responsibility for implementation
communication with ASCI Members
reporting of progress to the Board in respect of the implementation and compliance
if and as required, engage external auditors and obtain external reports
receive and review, internal and external, reviews of ASCI's Code of Ethics, Complaints and Discipline System and assess performance
the consequences of ASCI's Code of Ethics.

engage with regulatory bodies, industry groups, advisers and other stakeholders over ethical issues.
keep under review the adequacy and effectiveness of ASCI's compliance function with regard to ethical matters.
exercise oversight over any investigation of any matter impacting ASCI in its sole and unfettered discretion

The Committee shall also undertake such additional activities within the scope of its primary functions as the Committee may from time to time determine.

1.3 Authority of the ASCI Ethics Committee

The Committee is a subcommittee of the ASCI Board of Directors. Accordingly, the Committee exercises such powers of the Board as have been delegated to it, is answerable to the Board.
It will report to the ASCI Board 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 ASCI.

1.4 Meetings of the Committee

Meetings of the Committee shall be summoned by the secretary of the Committee at the request of any of its members.
In the absence of the chairperson of the 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. When it is dealing with his or her succession, the chairperson of the Committee may not chair the Committee.
The Company Secretary or his/her nominee shall act as the secretary of the Committee.
The quorum necessary for the transaction of business shall be two.
A duly convened meeting of the 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 Committee.
Only members of the Committee have the right to attend Committee meetings. However, other individuals may be invited to attend for all or part of any meeting, as and when appropriate.
All members of the ASCI Board shall have the right to attend meetings of the Committee.
The Committee shall meet at least quarterly and at such other times as the chairperson of the Committee shall require only if there is business to conduct.
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 Committee, any other person required to attend and all ASCI Board Members, in a timely fashion. Supporting papers shall be sent to committee members, and to other attendees as appropriate, at the same time.
Irrespective of the length of notice given, attendance of a meeting by a member shall be deemed waiver of the requisite length of notice by the Member.
Notice of any adjourned meeting is not required if the adjournment period is less than 5 working days.
Meeting papers shall be sent to Committee members and to other attendees, as appropriate, at the same time.
The secretary shall minute the proceedings and resolutions of all meetings of the Committee, including details of those present or in attendance and details of any conflicts of interest notified to the Committee.

1.5 Self-Appraisal

The Committee shall, at least once a year, review its own performance and terms of reference to ensure it is operating at maximum effectiveness, and recommend any changes it considers necessary to the ASCI Board for approval.

1.6 Reporting

The Committee's reporting obligations are as follows:

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

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

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

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

5. The Committee is authorised by the ASCI Board, when required, to obtain outside legal or other independent professional advice.

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

7. The chairperson of the Committee shall attend the Annual General Meeting of ASCI and be prepared to respond to any member questions on the Committee's duties, responsibilities and activities.