Health & Safety Committee

Devro plc (the "Company")

 HEALTH AND SAFETY COMMITTEE

 TERMS OF REFERENCE

1.           CONSTITUTION

 The Health and Safety Committee (the "Committee") is a Committee of the Board of the Company (the "Board"). The primary purpose of the Committee is to assist the Board to fulfill its responsibilities in relation to Health and Safety matters, including Occupational Health, arising out of the activities of the Company.  In doing so it may advise on health, personal and process safety issues in relation to staff, contractors, visitors and the general public.

 2.       PRINCIPAL DUTIES

 The principal duties of the Committee are to:

• Recommend to the Board a Health and Safety policy for adoption by it and, as the Committee deems necessary, recommend changes to that policy, with an annual review;
• Monitor the Devro Group's compliance with the approved Health and Safety policy;
• Assess compliance by the Devro Group with Health and Safety legislation;
• Receive and review investigation reports regarding Health and Safety accidents (fatal, lost working days, and minor) and "near misses" within the Devro Group;
• Monitor performance, having regard to underlying trends and review progress on improving safety performance and safety culture;
• Monitor performance, including rates of absenteeism, having regard to underlying trends, and review progress on improving the occupational health of staff;
• Consider Health and Safety issues that may have strategic, business and reputational implications for the Devro Group, and recommend appropriate measures, responses and targets.
• Identify and recognise individuals and business units which have exemplary Safety performance.

3.           MEMBERSHIP

• The membership of the Committee will be decided by the Board who may appoint such members on such terms and conditions as they in their absolute discretion think fit.

The Company Secretary or his/her nominee shall be the Secretary of The Committee.

4.         MEETINGS

 The Committee will meet quarterly.

 The Committee shall review its terms of reference and its performance annually.

5.          AUTHORITY

 The Health and Safety Committee is an advisory Committee of the Board, and as such, is authorised to obtain external legal or other independent professional advice and expertise as it considers necessary or appropriate.

 The members of the Committee shall each have one vote and the Committee Chairman, in the event of a tie, a casting vote.

 6.      REPORTING

 The Committee will submit its minutes to and report orally to the Board and as a matter of priority advise the Executive of any issues it considers are worthy of urgent consideration.