Group Sustainability (CS) Committee
Terms of Reference
May 2020

Document Summary
Document status

ExCo approved

VersionV0.6

Effective Date

3 July 2015

CS Committee ChairPaul Froud and Rosie Donachie

Document Owner

Sara LovisoloApproval

Executive Committee

Approval date

3 July 2015

Version ControlAuthorDate

VersionSummary of Changes

01 June 15

0.1

SL

Initial Draft

05 June 150.2

DH

Comments and minor suggested edits throughout

15 June 150.3

SL

Comments from Victoria Davies and Mark Makepeace

23 June 150.4

SLFinal review by Mark Makepeace

7 March 190.5

SL

Corporate Responsibility changed to Corporate Sustainability
following publication of revised Group Corporate Sustainability
policy28 May 2020

0.6SLMembership updated

1Contents
1.

Membership
1.1
1.2
1.3

Members
Appointment of Members
Term of Appointment

3333

2.
3.
4.
5.

Scope
QuorumAuthority
Meeting Frequency and Minutes

4444

6.
7.
8.
9.

Responsibility
Escalation procedures
Effectiveness of the Committee
Review of the Terms of Reference

55552

1. Membership
1.1 Members
NameRole

Paul Froud

Co-chair and Group Head of Investor Relations

Rosie Donachie

Co-chair and Group Head of Government Relations andRegulatory Strategy

Diane CÔtéOur Communities pillar lead

Raffaele Jerusalmi

Our Markets pillar lead

Waqas SamadOur Services pillar lead

Tim Jones

Our People pillar lead

Nikhil Rathi

LSE plc CEOIsabelle Girolami

LCH Ltd CEO

Gavin SullivanGroup Communications Director

Marina Famiglietti

LSEG Foundation Director

Victoria Davies

Head of Group Strategy

David Harris

Head of Sustainable BusinessSara LovisoloGroup Sustainability Manager

1.2 Appointment of Members•

The Chair is appointed by the Group CEO.

•The CS strategic pillar leads, appointed by the Group CEO, are standing members of theCS Committee.

•The other members are proposed by either the pillar leads, or the CS Committee Chair andare approved by the CS Committee.
Other individuals, including but not limited to those representing the CS pillar working
groups, may be invited to attend all or part of any meeting by committee members asand when appropriate.

•1.3 Term of Appointment
Members are appointed for two years and membership can be extended over that period after
review by the Committee.
1.4 Observers
Observers may be permitted by the Chairman and will be regular attendees at meetings, but will
not have decision-making authority. Observers may be proposed by other committee members andmay be changed at the sole discretion of the Chairman.
32. Scope
The Group Sustainability (CS) Committee is the governance body that provides direction to theGroup overall CS programme, incorporating strategic input from the Executive Committee, to which
the Group CS Committee reports. It defines the Group CS strategy and targets and oversees thework undertaken across all the Group regions in the four CS strategic pillars on which LSEG CSstrategy is based: Our Markets, Our Service, Our People and Our Communities. The committee
directs actions to achieve the Group CS objectives, agreed with the Executive Committee.

3. Quorum
A quorum shall be three members, at least two of whom are pillar leads. The Chair may nominate
a deputy from among the committee members at his sole discretion if he is unable to attend ameeting. If a pillar lead is unable to attend they may send a deputy to attend in their place subject
to the agreement of the Chair.

4. Authority
The Authority of the committee is invested in the Chair.
The committee is authorised to:•Meet to carry out its responsibilities as set out within these terms of reference;•Investigate, or cause to be investigated, any activity within its terms of reference;•Seek any information that it requires from LSEG employees and require all employees toco-operate with any request made by the committee;•Make recommendations to the LSEG Executive Committee on matters within its terms ofreference and request funding for specified initiatives to further the aims and objectives of
the Group CS strategy;•Allocate funds authorised by the Executive Committee at its discretion to achieve theobjectives for which the funds were approved;•Allocate resources as needed to carry out actions within its terms of reference.

5. Meeting Frequency and Minutes
This committee meets at least on a quarterly basis and may meet at any time as determined by theChair. Finalised minutes are sent within ten business days to all members.

46. Responsibility
The CS Committee is responsible for:
•Defining and evolving LSE Group CS strategy and targets;•Overseeing the implementation of Group CS strategy via defined CS pillars and otherdefined work streams;•Monitoring performance of the LSE Group against CS targets and objectives andspecifying actions as needed to improve performance;•Engaging with the Board on behalf of and as delegated by ExCo to agree the Group CS
policy, and the CS strategy, monitoring effectiveness and proposing changes as required
to ensure the CS policy and strategy remain relevant, implementable and fit for purpose;•Overseeing adherence to the Group CS policy and specifying actions as needed to ensurethat Group employees and practices are in line with the policy;•

Agreeing the approach to and content of the annual Group CS report for subsequent
approval by ExCo;•

Reporting to the Group Executive Committee half yearly and the Board at least annually on
progress towards the Group CS goals.

7. Escalation proceduresThis committee may escalate to the Executive Committee any matter by approval of the Chair.

8. Effectiveness of the Committee
The Chair will assess the effectiveness of this committee at least once a year and reports theresults to the Executive Committee as part of a wider review of the overall Group CS programme.

9. Review of the Terms of Reference
The Terms of Reference for the Group CS Committee will be reviewed and where necessary
updated on an annual basis. This committee is responsible for evaluating its own scope,
membership and performance on an on-going basis. Any major changes to these Terms ofReferences should be approved by the Executive Committee.

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