Health and Safety Committee Charter

1 OVERVIEW OF COMMITTEE

1.1 Hallenstein Glasson Holdings Limited (HLG) has established a Health and Safety Committee (the Committee).

1.2 The Committee is not a subcommittee of the HLG board of directors (the Board). However, the Committee’s membership includes directors of the Board and its functions include providing information and recommendations to the Board on workplace health and safety aspects of operations within the HLG group.

1.3 Separate to the Committee, HLG has also established a Workers’ Health and Safety Committee (the Workers’ Committee). The Workers’ Committee aids in providing information to the Committee on workplace health and safety aspects of operations throughout the HLG group.

1.4 Within the rest of this Charter, a reference to HLG includes members of the HLG group.

2 OBJECTIVES / FUNCTIONS

2.1 The Committee has been established for the purpose of better enabling HLG to:

(a) achieve safe workplaces to protect the health, safety and wellbeing of HLG employees (as well as our customers, visitors to our premises, contractors and other personnel) working in HLG’s offices, stores and Distributions Centres; and

(b) comply with applicable workplace health and safety laws in New Zealand and Australia.

2.2 It is intended that the Committee will further these objectives through:

(a) ensuring information relating to workplace health and safety aspects of HLG’s operations is provided in a timely and effective manner from HLG personnel to the Board; and

(b) operating as a forum for consultation and making recommendations to the Board regarding workplace health and safety aspects of HLG’s operations.

2.3 Such information, consultation and recommendations may relate to any workplace health and safety aspect of HLG’s operations, including:

(a) immediate, short-term and long-term health and safety issues facing HLG;

(b) HLG employees receiving appropriate health and safety training during induction and throughout their employment with HLG (whether provided internally or externally);

(c) the maintenance of appropriate health and safety documentation and records (including in respect of training of HLG employees);

(d) operators of HLG company cars, forklifts and other vehicles being competent and holding a current licence (if required) to operate the relevant vehicle(s); and

(e) HLG offices, stores and Distribution Centres being safe.

2.4 As part of its role, the Committee may investigate, discuss and disseminate information relating to:

(a) health and safety policy;

(b) health and safety training of employees;

(c) health and safety reports from workplaces;

(d) emergency procedures;

(e) risk assessments and controls; and

(f) any other relevant health and safety issues.

2.5 The Committee also has authority to seek advice from, or engage, any independent professional advisors it seeks fit to enable it to further its objectives and undertake its functions appropriately.

3 MEMBERSHIP

3.1 Membership of the Committee will comprise:

(a) two directors of the Board;

(b) the Chief Operating Officer of HLG; and

(c) the Chairperson of the Workers’ Committee.

3.2 The Committee will be chaired by one of the directors of the Board who sit on the Committee (the Chair).

3.3 Appointment and removal of the two directors (including the Chair) will be determined by the Board from time to time.

3.4 Any member of the Committee who ceases to hold his or her respective position set out in paragraph 3.1 above will automatically cease to be a member of the Committee.

4 MEETINGS

4.1 Meetings of the Committee will be held at least once per calendar quarter, and otherwise as called by either the Chair or a majority of Committee members.

4.2 The quorum for a Committee meeting will be a majority of Committee members including at least one director of the Board.

4.3 If a vote is necessary for matters that cannot be resolved by discussion in the Committee, each Committee member may cast one vote and the matter will be resolved by majority vote. The Chair will have a casting vote.

4.4 The Chair will ensure minutes are kept of proceedings at Committee meetings.

4.5 Except as otherwise set out in this Charter, the Committee may regulate its own procedure.

5 REPORTING FRAMEWORK

5.1 The Chairperson of the Workers’ Committee will bring to the Committee’s attention matters arising from meetings of the Workers’ Committee (and other matters known to the Chairperson of the Worker’s Committee) that are relevant to the Committee in furthering its objectives. This includes health and safety concerns raised by HLG employees.

5.2 The Committee will provide a report to the Board following each Committee meeting (the Report). The Report will include all relevant matters and recommendations arising from the Committee meeting. The Chair is responsible for co-ordinating the Report.

5.3 Following each Committee meeting, the Chairperson of the Workers’ Committee will report back to the Workers’ Committee on relevant matters arising from the Committee meeting. This is intended to be one mechanism through which HLG employees are informed of relevant health and safety matters relating to HLG’s operations.

5.4 Each calendar year the Committee will provide a report to the Board evaluating the success of the Committee. Where the Committee believes it is not furthering its objectives in the manner set out in this Charter, the Committee will provide an appropriate explanation of this to the Board, along with recommendations as to how this could be improved.

6 ATTENDANCE OF NON-MEMBERS

Any person (including a person with special knowledge of a particular matter) may attend a Committee meeting as an observer by invitation from the Chair. An observer does not have voting rights on the Committee and may be requested by the Chair to leave the Committee meeting at any time.

7 EVALUATION AND REVIEW OF THIS CHARTER

7.1 The Committee will conduct an annual review of this Charter to ensure it is aligned with the health and safety needs of HLG.

7.2 Any proposal to amend this Charter will first be tabled at a Committee meeting for discussion. Any amendment must be approved by a majority of the Committee.

APPROVAL

This Charter has been approved on 3rd February 2016.