Audit Committee – Terms of Reference – updated Aug 2022
20 March 2025
By accessing this website (‘Site’), you agree to be bound by the following terms and conditions (the ‘Terms’). Before using this Site, you should read carefully the Terms and also our Privacy Notice. By accessing this Site, you are indicating that you have read, acknowledged and agree to be bound by the Terms as detailed below. If you do not agree to the Terms please refrain from using this Site.
The information on this Site (including these Terms) is current at the date of publication but is subject to change without notice. You should review these Terms regularly as your continued use constitutes agreement to all such changes. This Site and its content are the property of HICL Infrastructure PLC (‘HICL’) and is managed for HICL by InfraRed Capital Partners Limited (‘InfraRed’). InfraRed is authorised and regulated by the UK Financial Conduct Authority (‘FCA’), and is entered on the FCA Register with the Registration Number 195766. The FCA Register can be accessed at https://register.fca.org.uk/. InfraRed is registered in England, with company number 03364976 and with its registered office at One Bartholomew Close, Barts Square, London, EC1A 7BL.
InfraRed Capital Partners is a part of SLC Management which is the institutional alternatives and traditional asset management business of Sun Life.
HICL is a public limited company incorporated in England and Wales and registered as an investment company under the Companies Act 2006. It is an alternative investment fund for the purposes of Directive 2011/61/EU of the European Parliament and the Council of 8 June 2011 on Alternative Investment Fund Managers (the “AIFMD” and the UK Alternative Investment Fund Managers Regulations 2013 (the “UK AIFMD Regulations”). The board of HICL is responsible for oversight but has delegated the majority of the portfolio and risk management of the company to InfraRed. Therefore HICL is categorised as an externally managed UK and (prior to the UK’s exit from the European Union) European Economic Area (“EEA”) AIF for the purposes of the AIFMD and the UK AIFMD Regulations. InfraRed is categorised as HICL’s UK and (prior to the UK’s exit from the European Union) EEA AIFM for the purposes of the AIFMD and the UK AIFMD Regulations.
Should you wish to contact InfraRed or HICL please refer to the “Contact” menu which can be found on each page of the Site.
In these Terms
‘content’ means all pages, screens, information and materials included in or accessible through this Site (including any content available on any email).
‘you’, ‘your’ and ‘yours’ means you, the person(s) accessing this Site and the party on whose behalf you are doing so.
‘we’, ‘us’, and ‘our’ means HICL Infrastructure PLC.
Terms
These Terms cover your use of this Site.
This Site may provide you with access to other websites which may be subject to their own terms and conditions. You should read their terms and conditions carefully before using the website in question.
This Site is intended for those who access it from within the United Kingdom. As a result, we cannot guarantee that the Site, or the information thereon, complies with the local laws or regulations of, or is appropriate for use in, any other jurisdiction from which you access it. If you choose to access this Site from a jurisdiction other than the United Kingdom you do so at your own risk and neither HICL nor InfraRed will be liable for any breach of local law or regulation that you commit as a result of doing so.
In particular, the materials displayed on this website are not directed at or accessible by persons in the United States, or persons resident or located in Australia, Canada, Japan, South Africa or any other jurisdiction where the extension of availability of the website, HICL’s prospectus and the materials to which you are seeking access would breach any applicable law or regulation.
If any part of these Terms is found by any court or other competent authority to be invalid, unlawful or unenforceable then such part shall be severed from the rest of the Terms which shall continue to be valid and enforceable to the fullest extent permitted by law.
The information, material and content provided in the pages of the Site may be changed at any time. Changes may be made to these Terms at any time without notice by updating this posting. You agree to review the Terms regularly and your continued access to or use of the Site will mean that you agree to any changes.
No Offer
This Site and the information contained herein does not and is not intended to constitute a direct or indirect offering or placement of shares in HICL or the provision of investment management, advisory or other services to any person in any jurisdiction in which such solicitation is not authorised or to any person to whom it would be unlawful to make such solicitation. In the European Economic Area, HICL’s ordinary shares may only be offered in each member state of the European Economic Area which has implemented the Prospectus Directive or where the Prospectus Directive is applied by the regulator (a “Relevant Member State”) in accordance with the AIFMD. By accessing this Site you confirm that you are in a Relevant Member State. HICL’s ordinary shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and HICL has not registered, and does not intend to register, as an investment company under the U.S. Investment Company Act 1940 (the “Investment Company Act”). Accordingly, HICL’s ordinary shares may not be offered, sold, pledged or otherwise transferred or delivered within the United States or to, or for the account or benefit of, any US persons (as defined in Regulation S under the Securities Act) except in a transaction meeting the requirements of an applicable exemption from the registration requirements of the Securities Act and in a manner that would not require registration of HICL under the Investment Company Act.
The content of this Site is general in nature. The Site is not intended to provide specific investment advice including, without limitation, investment, financial, legal, accounting or tax advice, or to make any recommendations about the suitability of HICL for the circumstances of any particular investor. If you do require investment advice, please consult a suitably qualified professional adviser. You should take appropriate advice as to any securities, taxation or other legislation affecting you personally prior to investing.
Investments Performance
Please note that the value of investments and the income derived from them may fluctuate and an investor may not receive back the amount originally invested. Where past performance is shown it refers to the past and should not be seen as an indication of future performance. The value and any income arising from any investment referred to on this Site may go down as well as up. In particular you may not get back the full amount invested. Where an investment is denominated in a currency other than Sterling, exchange rates may have an adverse effect on the value price or income of that investment. In the case of investments for which there is not a recognised market it may be difficult for investors to sell their investment or to obtain reliable information about its value or the extent of the risks to which it is exposed. The information contained in this Site is based on our understanding of current law, regulation and HM Revenue and Customs (“HMRC”) practice at the time of publishing. Future changes in law, regulation, tax levels or HMRC practice could affect the information on this website. Any forecast, projection or target is indicative only and is not guaranteed in any way. We accept no liability for any failure to meet such forecast, projection or target.
The following provisions under ‘No Warranties’ and ‘Exclusion of Our Liability’ exclude or limit our legal liability and that of InfraRed, for this Site. You should read them carefully. They all apply only as far as the law permits and in particular the duties and liabilities owed to shareholders or clients under the Financial Services and Markets Act 2000 or the rules of the Financial Conduct Authority for the conduct of business are not excluded or restricted.
No Warranties
Other than the warranties and representations contained in these Terms, all other warranties and representations, whether express, implied or statutory are, to the fullest extent permitted by the law, excluded. We do not exclude or restrict our liabilities or duties to you where or to the extent that this is prohibited by law or regulation. Use of this Site is at your sole risk. We do not represent that:
Representations
By accessing this Site you are representing to HICL, InfraRed and their advisers that the applicable laws of your relevant jurisdiction allow you to access this Site and the materials contained herein and in particular that you are not:
(i) a US Person (within the meaning of Regulation S under the US Securities Act of 1933) and are not acting on behalf of a US Person, nor purchasing with a view to re-sell in the US or to or for the account of a US Person, and that you are not an employee benefit plan subject to the United States Employee Retirement Income Security Act of 1974 and the regulations promulgated thereunder (in each case as amended) ("ERISA") or similar US laws or an individual retirement account as defined in section 408 of the US Internal Revenue Code; or
(ii) a resident of Australia, Canada, Japan, New Zealand, the Republic of South Africa, any EEA jurisdiction other than the UK, Ireland, Sweden or, to the extent that the necessary permissions have been granted, Denmark or a jurisdiction where the extension of availability of the materials to which you are seeking access would breach any applicable law or regulation.
By accessing this Site you are also representing to HICL, InfraRed and their advisers that you will not:
(i) offer, sell, renounce, transfer or deliver, directly or indirectly, any shares subscribed for by you in:
(A) the United States, or
(B) Australia, Canada, Japan, New Zealand, the Republic of South Africa, any EEA jurisdiction other than the UK, Ireland, Sweden or, to the extent that the necessary permissions have been granted, Denmark, or in any jurisdiction in which such offers or sales are unlawful ("Excluded Territories") or to any US Person or resident of any Excluded Territories, or
(ii) release or otherwise forward, distribute or send any materials on this website in or into the United States or any Excluded Territories.
Exclusion of our Liability
To the extent permitted by law, HICL and/or InfraRed shall not be liable for any damage, loss or liability (whether arising in contract, tort, including negligence, or otherwise) arising out of or in connection with:
The above exclusions apply to any damage which is direct, indirect, special, incidental or consequential or consists of loss of profits, business, opportunity or data.
All of the above exclusions apply even if you have advised us or InfraRed of the possibility of the above types of damage, loss or liability.
Data Protection and Privacy
We are committed to protecting your privacy. All information gathered from you in connection with your use of the Site will be maintained in accordance with the applicable privacy notice disclosed for this Site (see our Privacy Notice).
Third Party Sites and Endorsements
This Site may provide links to third party websites or resources over which InfraRed or HICL has no control. These links are provided for your convenience which you may access at your sole discretion and entirely at your own risk. You should be aware that other websites are not subject to our privacy standards or procedures. You will need to contact the website owners directly to ascertain their privacy standards. We do not make any representation as to the accuracy or completeness of any linked websites, have not and will not review or update such websites and accept no responsibility for such websites.
Links to our Site
Neither you nor any other party may use any part of this Site on any other website, or link any other website to this Site, without our prior written permission. You may link to the home page of this Site, provided that you do so in a way that is fair and legal, does not damage our reputation or take advantage of it. You must establish a link to this Site in such a way not to suggest approval or endorsement on our part where none exists.
We are not responsible for the set-up of any link from a third-party website to our Site.
Neither you nor any other party may deep link to, frame, spider, harvest or scrape the Content or otherwise access the Content for any purposes, or use any machine, electronic, web based or similar device to read or extract the Content by machine based or automated means, without our prior written permission.
Internet and E-mail Communications
Messages sent over the internet (including e-mail) cannot be guaranteed to be completely secure as they are subject to possible interception, monitoring, delay, loss or possible alteration. HICL and InfraRed are not responsible for any such messages nor liable to you or anyone else for any damages or otherwise in connection with any messages sent by you to us or any other party or any messages sent or appearing to be sent by us or any third party to you over the Internet (including e-mail). You should not include any sensitive or confidential information in such messages.
Our Monitoring of Communications
To help us improve our service and in the interest of security, we may monitor and/or record communications (whether over the Internet, telephone or otherwise) between you and us. All recordings are our sole property. Please see our Privacy Notice for more information about how personal data contained in such communications will be used.
Intellectual Property Rights
Our Rights – all intellectual property rights (including, without limitation, copyright, database rights, design rights, patents and trademarks) in the Content are owned by or licensed to us unless otherwise stated.
Copying by you and your access to the Site – you may print, copy, download or temporarily store extracts from this Site for your personal use. You must not alter any extract contained on or obtained from this Site in any form. Any other use is prohibited unless you first get our written permission. Without limiting the above, unless you first get our written consent, you may not reproduce, modify, adapt, transmit, publish, broadcast, create derivative works of, store, archive or in any way exploit any of the Content. Without limitation, neither you nor any other party may do any of the following without prior written consent from us:
You undertake not to use the Site for any purpose which is unlawful, abusive, libellous, obscene or threatening. You undertake to comply with any terms notified to you as required from time to time by any third party supplier of data or services to the Site, including but not limited to, where necessary, entering into a direct agreement with such third party in respect of your use of their data.
Any infringement of any of our intellectual property rights will result in appropriate legal action.
Trademarks
This Site contains names and logos that are registered trademarks owned by or licensed to companies within the HICL group. We may also claim trademarks and service marks in other marks contained within the pages of the Site. Use of any such names or logos is forbidden without our prior written consent.
Third Parties
HICL and InfraRed work with third parties to research certain usage and activities on our website on our behalf. No personal information about you is shared, however in the course of conducting this research these third parties may place a unique ‘cookie’ on your browser. For further information, please read our Privacy Notice.
Amendment / Withdrawal of Services
HICL reserves the right to make amendments and changes to the information on this Site or to withdraw access to this Site or any part of it at any time without notice. You are responsible for checking that this has not been updated since your last visit to the Site.
Your Queries
If you have any queries regarding these terms and conditions, then please write to us at Aztec Financial Services (UK) Limited, Forum 3, Solent Business Park, Parkway South, Whiteley, Fareham PO15 7FHT.
General
We may assign our rights and obligations under the Terms to any member of the HICL UK group or to any successor to that part of our business which includes the Site, provided always that the assignee undertakes to comply with our obligations under the Terms, or appoint one or more agents to provide all or any of the service and references to “we”, “us” or “our” will include references to such assignees and agents.
No delay or failure by you or us to exercise any of our or your powers, rights or remedies under these Terms shall operate as a waiver of them, nor shall any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing. The remedies provided in these Terms are cumulative and not exclusive of any remedies provided by law.
Governing Law
The terms are governed by and interpreted in accordance with the laws of England and Wales and the courts of this jurisdiction will have non-exclusive jurisdiction in respect of any dispute, which may arise.
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