1. Formation and Objectives

At a meeting of the Board of Alumina Limited (Alumina) held on 13 December 2019, the Board resolved to establish a Sustainability Committee as a Committee of the Board (Committee). Following further consideration, it was agreed this document represents the Charter of the Committee as adopted by the Board as at 17 February 2020. It sets out the role and responsibilities delegated by Alumina to the Committee, composition, structure and membership requirements of the Committee.

The role of the Sustainability Committee is to assist and advise the Board of Alumina in exercising its authority in relation to the matters set out in this Charter including climate change, health and safety, environment, and social and community matters. The Committees roles and responsibilities are outlined under Section 5.

2. Membership

2.1 Number

The Committee shall consist solely of Non-Executive Directors. The Committee will have a minimum of three members who will be appointed by the Board. The CEO and a member of management with responsibility for sustainability have a standing invitation to attend to attend sustainability committee meetings.

2.2 Absence of Committee member

If a member of the Committee is unable to act due to absence, illness or any other cause, the chair of the Committee may appoint another Non-Executive Director of Alumina to serve as an alternate member of the Committee.

3. Chair and Secretary

3.1 Chair of the Committee

The Board will appoint the chair of the Committee, who must be a non-executive director. In the absence of the appointed chair or an appointed deputy at any meeting of the Committee, the remaining members present may elect one of their number to chair the meeting.

3.2 Secretary of the Committee

The Company Secretary or their nominee will act as the secretary of the Committee, unless otherwise determined by the Committee.

4. Meetings

4.1 Quorum

The quorum required for a meeting of the Committee is three. A duly convened meeting of the Committee at which a quorum is present is competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

4.2 Frequency of meetings

The Committee will meet:

• at least four times a year; and
• at any other time as required by any member of the Committee.

4.3 Calling of meetings

Meetings of the Committee will be convened by the secretary of the Committee at the request of the chair of the Committee. Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, must be forwarded to each member of the Committee at least three working days before the date of the meeting. The notice will include relevant supporting papers for the agenda items to be discussed. The chair may extend an invitation to a meeting to other persons as necessary or desirable.

Minutes, agenda and supporting papers will be made available to any director upon request to the Committee chair, provided no conflict of interest exists.

4.4 Minutes

The secretary will prepare minutes of the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance. A copy of the minutes, as approved by the Committee chair, will be distributed to all members of the Board. The chair of the Committee shall report to the Board at each board meeting.

4.5 Voting

Each member of the Committee shall have one vote. The Committee chair shall not have a second or casting vote.

5. Role and Responsibilities

The Committee has responsibility for:

• Reviewing and approving relevant sustainability strategies, policies and position statements including on climate change, health and safety, environment, and social and community matters and issues;
• Monitoring performance against health and safety, climate change and sustainability targets;
• Reviewing and providing advice on proposed long-term targets and aspirations for environmental, social and governance performance;
• Consideration of the appropriateness of health, safety and environment frameworks and management systems;
• Reviewing and approving sustainability reports; and
• Considering community, climate change and broader sustainability concerns.

6. Authority

The Committee is authorised by the Board to:

• Obtain such information or resources it reasonably requires from any employee of Alumina in order to fulfil its duties; and
• Obtain or retain in the fulfilment of its duties, at the company's expense, outside legal or other professional advice.