Temple Bar Investment Trust : March 2021 – Responsibilities of the Chairman

TEMPLE BAR INVESTMENT TRUST PLC

RESPONSIBILITIES OF THE CHAIRMAN OF THE BOARD

1.

The Chairman leads the Board and is responsible for its overall effectiveness in directing the Company.

The Chairman should:

• 1.1. demonstrate objective judgement throughout their tenure;

• 1.2. promote a culture of openness and debate;

• 1.3. facilitate constructive board relations and the effective contribution of all non-executive Directors;

• 1.4. ensure that Directors receive accurate, timely and clear information;

• 1.5. in addition to formal general meetings, seek regular engagement with major shareholders in order to understand their views on governance and performance against the Company's investment objective and investment policy;

• 1.6. ensure that the Board as a whole has a clear understanding of the views of shareholders;

• 1.7. represent the Company to its stakeholders and consider ways of reaching out to increase the visibility of non-executive Directors with the workforce and gain insights into the culture and concerns at different levels of the business; and

• 1.8. act on the results of the annual evaluation of the performance of the Board, its Committees and individual Directors by recognising the strengths and addressing any weaknesses of the Board.

• 2. The Chairman should be independent on appointment when assessed against the circumstances set out in Provision 13 of the AIC Code of Corporate Governance.

• 3. The Chairman should not chair Board meetings when the Board is dealing with the appointment of his/her successor.

• 4. The Chairman may be a member of the Audit and Risk Committee if they were independent on appointment, but cannot be the chair of the Committee.

• 5. The Chairman may be a member of, and may chair, the Management Engagement Committee, provided that they are independent of the Investment Manager.

• 6. The Chairman may be a member of any Remuneration Committee that may be established if they were independent on appointment, but cannot be the chair of the Committee.

• 7. The Chairman may be a member of, and may chair, the Nomination Committee if they were independent on appointment, but shall not act as chair when the Committee is dealing with the appointment of his/her successor.