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Terms Of Reference For The CSR Committee

1. Constitution

The Committee has been established by resolution of the board of directors of the Company and is to be known as the TN Holdings Corporate Social Responsibility or (TNHCSR Committee).

2. Membership

2.1 The members of the TNHCSR Committee shall be appointed by the Group CEO and shall comprise of the Group Chief Operating Officer, the Group Chief Finance Officer plus others from amongst the management of the Company and shall in total consist of at least 5 (five) members.

2.2 Chairman

The Group CEO shall appoint a chairman form amongst the members of the TNHCSR Committee (the “Chairman”) and shall decide his or her period of office. The TNHCSR Committeeworks under the guidance of its Chairman. The Chairman shall also represent the Committee when it is not assembled.

2.3 The Group CEO shall regularly review the membership of the TNHCSR Committee to ensure that membership is refreshed and undue reliance is not placed on particular individuals as regards membership of the TNHCSR Committee.

2.4 The TNHCSR Committee may invite the Group Chief Executive of the Company or any other person to advise and/or to join meetings of the TNHCSR Committee when required notwithstanding that they are not members of the TNHCSR Committee.

3. Quorum

A quorum shall be five (5) members. A duly convened meeting of the TNHCSR 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 TNHCSR Committee.

4. Attendance at Meetings

4.1 No one other than the TNHCSR Committee Chairman and other Committee members is entitled to be present or vote at a meeting of the TNHCSR Committee.

4.2 Should any Committee Member be absent from duly called meetings without sending in an apology, for six (6) consecutive meetings, recommendations will be made to Group CEO for that member to be replaced.

4.3 The chairman of the Company, Group Chief executive, Group Chief Operating Officer, Head of Group HR director and head of Group Internal Audit and any other member of senior management may be called upon or shall be able to speak at any meeting of the TNHCSR Committee by prior arrangement with the Chairman.

5. Secretary

The TNHCSR Committee shall appoint from its membershipa Secretary of the TNHCSR Committee who shall keep records of proceedings, membership and the dates of any changes to the membership of the TNHCSR Committee.

6. Frequency of Meetings

6.1 Meetings shall be held at such times as the TNHCSR Committee deems appropriate, and in any event shall be held not less than four (4) times a year.

7. Proceedings

7.1 Meetings of the TNHCSR Committee shall be summoned by the Secretary of the TNHCSR Committee at the request of the Chairman or any member thereof.

7.2 Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed and supporting papers, shall be sent to each member of the TNHCSR Committee and any other person required to attend not later than 48 hours prior to the date of the meeting.

7.3 The Secretary to the TNHCSR Committee shall record the proceedings and resolutions of meetings of the TNHCSR Committee and shall circulate the minutes of such meetings to all members of the TNHCSR Committee as well as the Group Chief Executive.

7.4 In the absence of the TNHCSR Committee Chairman and/or an appointed deputy, those members present shall elect one of their number to chair the meeting.

8. Authority

8.1 The TNHCSR Committee is authorised by the Board at the expense of the Company to investigate any matter within its terms of reference. It is authorised to seek any information that it requires from any party in order to perform its duties.

8.2 The TNHCSR Committee is authorised by the Board at the expense of the Company to obtain external professional advice and to secure the attendance of third parties with relevant experience and expertise at meetings of the TNHCSR Committee if it considers this necessary.

8.3 The above terms of reference may be amended from time to time as required, subject to approval by the Board.

8.4 The Committee shall produce an Annual Budgetbefore the beginning of each New Year for all its ensuing CSR activities, for approval by the Board. All financial activities handled by the Committee will therefore be assessed within such budget.

9. Duties

The responsibilities of the TNHCSR Committee shall be to:

9.1 Review, agree and establish the Company’s TNHCSR strategy and its implementation in practice and that the Company’s social, environmental and economic activities are aligned with each other.

9.2 Receive all requests directed to the Group for Donations, Sponsorships and any other financial need or other support and decide the most appropriate course of action to be recommended to the Group Chief Executive Officer.

9.3 Develop and recommend for acceptance by the Board, policies on all aspects of TNHCSR including employment issues, health & safety, human rights, workforce diversity & inclusion, the environment, community & social investment, compliance with ethical trading & business practices and other TNHCSR-related matters as may be determined by the TNHCSR Committee from time to time.

9.1 Receive reports and review activities from executive and specialist groups managing TNHCSR matters across the Group’s operations.

9.5 Monitor compliance with the TNHCSR policies throughout the Group and to review performance against agreed targets.

9.6 Review the integration of TNHCSR processes with the Group’s broader business risk management programme and reputation management priorities.

9.7Develop and encourage effective two-way communication concerning TNHCSR issues within the company.

9.8 consider other topics, as referred to it by the Board.

10. Reporting Procedures

The TNHCSR Committee shall:

10.1 Report to the Group Chief Executive on its proceedings after each meeting on all matters within the scope of its duties and responsibilities.

10.2 Make whatever recommendations to the Group Chief Executive as it deems appropriate on any area within its remit where action or improvement is required.

10.3 Report on its responsibilities and activities during the year in a TNHCSR Report to be published at the same time as the Company’s Annual Report.

10.4 Publicise its activities and success stories on the TN Holdings Group Website.

11.  Amendments
These Rules may be amended by a decision taken by the Committee and endorsed by the Group CEO.

How To Submit A Request For Support To The CSRC

1. Requests from External parties wishing to request for support, donations or sponsorship for its initiative(s) should send a written proposal at least two (2) months before the date of the said initiative(s). The proposal must as a minimum contain the following traceable information:

(a) The official name of the organisation, details of registration with any welfare body including registration number (where applicable), location/mailing  address, telephone and fax details, and email address (if any); 

(b) The name and title of the contact person in the organisation, with contact details;

(c) A brief description of the organisation, with credential details or any past initiatives;

(d) Details of the initiative(s) to be supported, funded or sponsored by CSRC, including the objectives, timeline, location and targeted audience or beneficiaries;

(e) The reasons for requiring assistance;

(f) Explanation of how the initiative is distinct from others, and why CSRC should offer contributions;

(g) Information on the type and level of contribution sought, including a description of how the contribution will be used;

(h) Details of other people or organisations providing previous or current contributions (if any); and

(i) Details of media exposure and media partners, if any. Parties receiving contributions from CSRC are required to adhere to such conditions by CSRC concerning marketing, publicity and impact assessment. 

2. The CSRC is unlikely to consider proposals that do not satisfactorily comply with the aboverequirements.

What CSRC will not support

In terms of Group CSR Policy and in the normal course of evaluations, CSRC will not support or contribute to the following causes without TN Holdings Group Board approval:

(a) The request does not correspond with its core corporate social responsibility themes;

(b) The request goes against its Corporate Values;

(c) The request relates to or associated with political organisations, campaigns, candidates or partisan activities that compromise on its neutral or non-partisan role;

(d) The request is from an entity that is not well-managed or sustained;

(f) The request originates from an entity that is not registered under the Social Welfare Department or Registrar of Societies and/or any other reputable body; 

(g) The request is developed for commercial and proprietary purposes; or

(h) The request is suspicious or dubious in nature.

Evaluation of External Requests

1. All requests for donations and sponsorships by external parties will be considered by CSRC on their own merits. Requests are reviewed carefully based on the Corporate Social Responsibility Policy.

2. CSRCwill give funding and priority to its owninitiated activities, events or projects which Group employees would also be engaged in. Employee participation in CSR initiatives is highly encouraged by CSRC as a means for holistic development.

3. Given that CSRC fundingis constrained by budgets, requests for cash donations will generally not normally be entertained. Exceptions will only be made if:

(a) Group employeesare  actively involved in the CSR initiative or part thereof; or  
(b) the CSR initiative was formed as a result of or otherwise relates to a natural disaster, in which case CSRC, would seek to offer support and stability in such a crisis.

4. CSRC cannot accommodate all eligible requests received from external parties. Requests will be granted for initiatives which best meet the objectives of the Group’s Corporate Social Responsibility Policy

Community and Social Investment Policy

The CSRCis mandated to assist the TN Holdings Group carry out its business and affairs in a socially responsible, sustainable and meaningful way, as established in this Corporate Social Responsibility Policy. This Policy therefore seeks to provide guidance and procedures to the CSRC for handling the following transactions:

(a)    Evaluation of External Requests;

(b)    What CSRC will not support; and

(c)    How a Request for Supportis submittedto the CSRC.


As a responsible corporate citizen, the TN Holdings Group set up the CSRC in order to address internal and philanthropy issues affecting the Group,in a fair and consistent way to all stakeholders.

The CSRC will therefore have oversight over all aspects of CSR including employment issues, health and safety, human rights, workforce diversity and inclusion, the environment, community and social investment, compliance with ethical trading and business practices.
Regarding these elements of corporate social responsibility, the CSRC will provide oversight and respond to community demands as follows:

(a) Employment issues

The TN Holdings Group is committed to:

i) Developing a workforce where there is mutual trust and respect, free from harassment, where every person feels responsible for the performance and reputation of our company;

ii) Respecting the rights of individuals  their customs and traditions and their right to freedom of association;

iii) Recruiting, employing and promoting  employees on the basis of objective criteria and the qualifications and  abilities needed for the job to be performed in line with our Equal Opportunities Policy; 

iv) Maintaining good communications with employees through our information and consultation procedures; 

v) Providing our employees with suitable training and assisting them in realising their potential; 

vi) Ensuring the privacy and confidentiality of our employees’ personal information is respected;

viii) Suitably rewarding our employees for  their contribution to the success of the business;  

ix) Providing mechanisms whereby employees can raise legitimate concerns confidentially regarding malpractice and ensuring no one will be victimised for a report made in good faith;

x) Providing employees with the appropriate information and training to comply with this Code and the associated policies; and

(b) Health and safety

i) The TN Holdings Group regard safety as a priority area for the company and is committed to achieving and maintaining standards of occupational health andsafety – for all employees and contractors and also for members of the public who may be affected by our activities.

ii) All our operations and activities are undertaken in accordance with current health and safety legislation, relevant codes of practice and our own company Health and Safety Policy. Group Human Resources Division is responsiblefor managing the implementation of this policy, which includes providing any necessary information, instruction, training and supervision.

iii) It is company policy that all new manufacturing staff are required to attend a health and safety seminar on engagement. Existing staff are also regularly updated with the latest regulations and legislation. This update serves as an opportunity to reinforce their duty to take reasonable care for their safety and for the safety of other people who may be affected by their operations.

iv) The company also actively promotes and encourages all manufacturing staff to attend first aid courses.

(c) Human rights, workforce diversity and inclusion

i) TN Holdings Group is an equal opportunities employer and is fully committed to ensure that no employee or applicant receive less favourable treatment or is discriminated against in terms of race, gender, marital status, colour, ethnic origin, religion, sexuality ordisability.

ii) Our recruitment policy is to employ personnel whose capability, experience and qualifications are appropriate to the positions available and to the duties and responsibilities expected of them.

(d) The Environment

i) TN Holdings Groupis committed to making continuous improvement in the management of its environmental impact as set out in our Environmental Policy.

ii) All employees are expected to adhere to the requirements of the local environmental management system and support the improvement in our environmental performance.

(e) Community and social investment

i) As a Financial Services Group, TN Holdings provides an essential service to the community.  We play a major role in providing household goods, health services and financial services to both individuals and corporates.  The operation of our services therefore touches on all members of the community with the potential to impact positively on quality of life.

ii) We also operate from a significant number of properties countrywide and have responsibility to those living and working nearby as well as being a significant employer in those communities.

iii) Our relationships with the local communities we serve are therefore very important to us and are an essential part in the growth of our business. When developing our services, we have a role to play in improving services for the community as a whole and not just our individual customers.

iv) As part of our daily operations, we therefore engage with the community at a range of levels as customers, neighbours, potential employees, businesses and residents.  Through our community social responsibility strategy, we seek to play our part in promoting socially inclusive policies, encouraging the young and disadvantaged and helping older members of the community and the disabled.

v) In line with our core values, our community social responsibility strategy incorporates the following elements:

a)  Engagement with the local communities in which we operate on the quality of our services and any changes to those services; 

b)  Working with local authorities, businesses and other interested parties to promote sustainable operations and improve quality of life;

c)  Offering employment opportunities to all sectors of the community through non-discriminatory policies and promoting opportunities to disadvantaged and vulnerable groups;

d)  Promoting engagement between our staff and the community;

e)  Supporting local community groups and charities;

f)  Improving the environment in and around our operations;

g)  Promoting broader opportunities for workplace learning;

h)  Supporting local initiatives for the development and education of young people in the areas we serve; and

i) Working closely with local law enforcement agencies to address anti-social behaviour, crime and vandalism as well as promoting community safety.

(f) Compliance with ethical trading and business practices

i) We aim to develop strong relationships with our suppliers, stakeholders and others with whom we have dealings, based on mutual trust, understanding and respect. 

ii) In those dealings, we expect those with whom we do business to adhere to business principles consistent with our own. 

iii) We will conduct our operations in accordance with the principles of fair competition and applicable regulations.

iv) The Group’s accounting and other records and supporting documents must accurately describe and reflect the nature of the underlying transactions.

v) No unrecorded account, fund or asset will be established or maintained.

vi) We will comply with the laws and regulations applicable wherever we do business. We will obtain legal advice where felt necessary to comply with this commitment.

vii) We will review and track our business risks including social and environmental risks.

viii) The Group will not facilitate, support, tolerate or condone any form of money laundering.

ix) To ensure that our business is run in an ethical and effective manner we will maintain internal controls in line with the Group’s operational procedures.

TN Baker

TN Baker

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