City Committee: Terms of Reference

Reference to “the Committee” shall mean the City Committee.
Reference to “the Board” shall mean the Board of Directors of Games Workshop Group PLC.

  1. Membership and attendance
    1. The Committee shall be appointed by the Board, on the recommendation of the Remuneration and Nomination Committee, and shall comprise of a Chairman and at least one other member.
    2. All members of the Committee shall be independant directors who are considered by the Board to be independent of management and free from any business or other relationship which could interfere with the exercise of their independent judgment.
    3. The Board, on the recommendation of the Remuneration and Nominations Committee, shall appoint the Committee Chairman.
    4. The Committee may co-opt additional members as it thinks fit to provide specialist independent advice, provided that any member so co-opted must also be fully independent of management and free from any business or other relationship which could interfere with the exercise of his independent judgment.
    5. The Committee may ask the Chief Executive, Group Finance Director and any relevant senior management to attend meetings either regularly or by invitation, but the invitees have no right of attendance.
  2. Secretary
    1. The Company Secretary or their nominee shall act as the Secretary of the Committee.
    2. In the case of it being inappropriate for the Company Secretary to be present at the meeting, a member of the Committee shall act as the Secretary of the Committee
  3. Quorum
    1. The quorum necessary for the transaction of business shall be two. A duly convened meeting of the 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 Committee.
    2. Meetings may be held by telephone or video conference.
  4. Frequency of meetings
    1. The Committee shall meet at such times as the Chairman of the Committee shall require but will typically meet not less than two times per annum.
  5. Notice of meetings
    1. Meetings of the Committee shall be convened by the Secretary of the Committee at the request of any member thereof.
    2. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed shall be forwarded to each member of the Committee and any other person required to attend in advance of the date of the meeting.
  6. Minutes of meetings
    1. The Secretary shall minute the proceedings and resolutions of all meetings of the Committee, including recording the names of those present and in attendance.
    2. The Secretary should ascertain, at the beginning of each meeting, the existence of any conflicts of interest and minute them accordingly.
    3. Minutes of Committee meetings shall be circulated promptly to all members of the Committee and to all members of the Board.
  7. Annual General Meeting
    1. The Chairman of the Committee shall attend the Annual General Meeting prepared to respond to any shareholder questions on the Committee’s activities.
  8. Duties
    The Committee’s duties will include assisting the board on the following:

    1. keeping properly apprised of and, where appropriate, compliant with corporate governance requirements relating to UK listed companies.
    2. communicating with the investment community, both in written form (e.g the annual report, the half-yearly report and in Company meetings/presentations).
    3. developing and maintaining an effective investor relations programme, whereby the Chief Executive and the Group Finance Director:
      1. have regular meetings with major shareholders to update them on the Company’s progress and to discuss any issues that investors may have; and
      2. maintain contact with the wider research and investment community with a view to ensuring an appropriate level of awareness of the Company
    4. liaising with the Company’s financial advisers
    5. considering Stock Market expectations on the Group’s performance and comment on those expectations to the Board
    6. receiving and considering reports on meetings/discussions with institutional investors/external institutions.
  9. Authority
    The Committee is authorised:

    1. to seek any information it requires from any employee of any company within the Group in order to perform its duties;
    2. to obtain, at the company’s expense, outside legal or other professional advice on any matters within its terms of reference; and
    3. to call any member of staff to be questioned at a meeting of the Committee as and when required.