Charter for Sustainability Committee


The purpose of the Sustainability committee (“Committee”) of Sagility Operations Inc, our parent companies, subsidiaries and affiliates (“Sagility” or the “Company”) is to support the organization in our sustainability initiatives which include setting up Sustainability targets, upholding the vision and goals defined, monitoring progress against the stated vision and goals and review any statutory compliance as may be required for ESG parameters. The responsibilities of the Committee shall also include such other items/matters prescribed under applicable law or prescribed by the Board in compliance with applicable law from time to time.




Committee members: The Committee will consist of a minimum of three (3) members and include the Sustainability Head* and at least two (2) will be members of the Sagility Board.


Meeting frequency: The Committee will meet on a quarterly basis leading to a minimum of four (4) meetings a year. While the presence of two Committee members shall form quorum for the meeting, the presence of the Sustainability Head is mandatory and members of the Sustainability Council** can be invited to this Committee meeting as needed.



The Committee will continue to remain in power unless otherwise stated by the Board. The Board of Directors can anytime amend the rules of the Charter and/or revoke any powers or authority given to the Committee.



The Sustainability programme of the Company will be governed by the Committee that has been appointed by the Company Board. The Committee will govern the Sustainability programme through the Sustainability Council. The Sustainability Council will be led by the Sustainability Head and presided by the CEO. The Sustainability Head has the power to modify the membership of the committee basis alignment and approval of the CEO.


• The Committee shall meet on a quarterly frequency
• The Sustainability Core Group shall meet and report progress on Sustainability targets to the Committee at a quarterly frequency
• The Sustainability Project Lead provides monthly updates to the Sustainability Head and CEO
• ESG Working Group meets a monthly frequency to discuss the progress and next steps on the defined action plan and meet on occasion as deemed necessary or appropriate


Further governance terminology explained:

* Sustainability Head: Chief Administration Officer-Global is designated as Sustainability Head
** Sustainability Council: The Sustainability Council is made up of a Core Sustainability Group and a Sustainability Working Group
*** Sustainability Working Groups: Constituted to support on E, S and G focus areas of execution comprising of representation from departments across all geographies.




   • Guide the direction:
a. Guide the creation of the Sustainability Vision & Goals of the company
b. Promote creation of a Sustainability Council focused on sustainable initiatives


   • Have progress oversight:
a. Maintain oversight over the sustainability progress and overall sustainability agenda
b. Maintain oversight over progress on stakeholder sustainability metrics


   • Approve:
a. Budgets proposed by Sustainability Core Group
b. All material disclosures that pertain to Sustainability matters


   • Report:
a. Periodically report to the Board on Sustainability matters
b. Report and flag current and emerging Sustainability matters that may affect the business, operations, performance, or public image of the Company, or are otherwise pertinent to the Company and our stakeholders, to the senior management and Board as appropriate
c. Give advice to the Sustainability Head and Sustainability Council on how the Company’s policies, practices and disclosures can be adjusted to or address current and emerging Sustainability matters




   • Create ambitions & goals:
a. Develop Sustainability ambitions and goals of the organisation with support from Sustainability Core and Working Group


   • Create structures & implement:
a. Drive implementation of Sustainability initiatives
b. Establish a Sustainability supportive mind-set and culture – across all hierarchical levels of the organization


   • Monitor & report:
a. Monitor progress and give guidance/recommendations to the Committee
b. Track and have responsibility for Sustainability performance of the organization
c. Provide periodic updates to the Board and CEO on the Sustainability agenda
d. Report the Sustainability Risks and Opportunities to the Board
e. Oversee and recommend to the Board of Directors (“the Board”) on the Company’s policies, strategies and programs related to matters of Environment, Social and Governance that may affect the business, operations, performance, or public image of the Company or are otherwise pertinent to the Company and our stakeholders, and to make recommendations




The overall role and responsibility of the Sustainability Core Group is to support the Sustainability Head by reviewing and guiding the work carried out by the Working Group


   • Create ambitions & goals:
a. Develop Sustainability ambitions and goals of the organisation together with the Sustainability Head and Working Group


   • Review & report:
a. Review the Company’s stakeholder engagement plan around material Sustainability issues identified by management
b. Review the Company’s performance on all Sustainability matters and Sustainability metrics
c. Review periodic updates from the working group on ESG trends and key initiatives
d. Periodically review and monitor external Sustainability ratings of the Company
e. Present budgetary plans for carrying out Sustainability initiatives to the Sustainability head and CEO
f. Periodically review Sustainability Risks & Opportunities


   • Additional:
a. Carry out other functions as may be delegated by the Board of Directors from time to time, or as may be stipulated under the Act or any other law applicable to the Company, for time being in force.




The overall role and responsibility of the Sustainability Working Group is to support the Sustainability

Core Group through execution and implementation of work


   • Create structures & implement:
a. Establish Sustainability processes and standardize them across all geographies


   • Assess & execute:
a. Gathering Sustainability Data (ESG data), monitoring and reporting to the Core Group
b. Identifying improvement opportunities and assessing their cost benefit analysis before implementation
c. Drive Sustainability awareness throughout the organisation to support Sustainability supportive mind- set and culture
d. Identify Sustainability specific risks and mitigation actions for
e. Analyse latest Sustainability trends and actively assess how they affect the organisation’s sustainability practices


• Support:
Support Core Group with their responsibilities