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Terms of Reference of the Risk Committee (the “RC” or the “Committee”), a committee of the Supervisory Board (the “SB”) of PricewaterhouseCoopers LLP (the “Firm”)

These Terms of Reference should be read in conjunction with the Members’ Agreement. In the event of any inconsistency or contradiction, the Members’ Agreement shall prevail.

Purpose and Authority

  1. The RC has delegated authority from the SB. The primary purpose of the Committee is to review and challenge, on behalf of the SB, how the Firm manages risk within the context of the Firm’s strategy.
  2. The RC may investigate any activity (within these Terms of Reference and within its scope of responsibilities), to seek any information it requires and to ensure the attendance of management representatives at meetings as appropriate.
  3. The RC has the authority to obtain outside legal or independent professional advice. The advisers may attend meetings as necessary and the cost of the advisers shall be borne by the Firm.

Membership

  1. The membership of the RC is as follows:
    • Brendan O’Driscoll, Chair (Deals Partner and SB member)
    • Robin McBurnie (Consulting Partner and SB member)
    • Andy Key (Consulting Partner and SB member)
    • Jo Leeson (Audit Partner and SB member)
    • Victoria Raffe (Independent Non Executive (the “INE”) and Public Interest Body (“PIB”) member).
  2. The members of the RC are nominated by the Chair of the SB for a term not exceeding two years. The Chair of the SB may nominate members of the RC to serve additional terms as RC members.
  3. The INE member shall be determined by the Chair of the PIB in collaboration with the Chair of the SB.
  4. Only members of the RC have the right to attend RC meetings. Other individuals may be invited to attend for part or all of any RC meeting, as and when appropriate. The Chief Risk Officer, the Firm’s Risk Leader, and the Head of Internal Audit will be expected to attend RC meetings, or in their absence their delegate, subject to agreement in advance of the meeting with the Chair.

Chair

  1. The Chair of the RC is nominated by the Chair of the SB for a term not exceeding two years, and approved by the SB. In the absence of the Chair at any RC meeting, the members present shall appoint an SB member in attendance as Chair of the meeting. The INE member of the Committee will not act as Chair of Committee meetings.

INE

  1. Membership of the RC helps the INE member to discharge their broader responsibilities under the 2022 Audit Firm Governance Code (the “Code”) and as a member of the Firm’s Public Interest Body. This includes taking into account the following areas insofar as they impact on the public interest aspects of the Firm’s activities, challenging the Firm on these areas and having the level of information to report back to the broader PIB and to debate (as part of the Reporting Responsibilities of the Committee, set out in section 11.3):
    • the Firm’s policies and procedures for risk management;
    • the impact of the Firm’s culture, values and behaviour (including people management policies and procedures);
    • compliance with the Firm’s Code of Conduct;
    • the Firm’s external public-interest reporting; and
    • any other risk related matters that may affect the public interest.

Secretary

  1. The Secretary to the RC is Walter Patsanza, a member of the Board Secretariat. In the absence of the Secretary, another member of the Board Secretariat of the Firm may act as Secretary of the RC.
  2. The Secretary will ensure that the RC receives information and papers in a timely manner to enable full and proper consideration to be given to matters, and will be responsible for maintaining accurate records of meetings.

Quorum

  1. The quorum shall be three members of the RC for any meeting at which the Committee’s delegated powers (excluding formal approvals) are to be exercised. Any formal approvals by the Committee will be made by the SB members of the Committee, having consulted with the INE member of the Committee to understand their views, hence the quorum for these items shall be three SB members of the Committee.
  2. In the event that an RC meeting may be inquorate, an SB member who is not already a member of the RC may, at the Chair’s discretion, be appointed at the start of the meeting to form part of the meeting quorum and to participate in any decision making at that meeting, provided the majority of the quorum are RC members.

Decisions of the RC

  1. A decision of the RC taken by vote shall require a Simple Majority. The Chair will have the casting vote.

Frequency of Meetings

  1. The RC will meet at least four times a year at appropriate times and otherwise as required.

Notice of Meetings

  1. Meetings of the RC will be called by the Secretary at the request of the Chair, by any of the RC members, with notice of such meetings being provided at the earliest opportunity.
  2. Unless otherwise agreed, notice of each RC meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each RC member in a timely manner, typically 5 working days before the meeting. Supporting papers shall be sent to the RC members and other attendees, as appropriate, at the same time.

Minutes of RC Meetings

  1. The Secretary will minute the proceedings and decisions of all RC meetings, including recording the names of those present and in attendance.
  2. Draft minutes of RC meetings will be circulated first to the Chair, and then to all other RC members for review.
  3. Once approved, minutes will be shared with the Firm’s SB and PIB, unless it would be inappropriate to do so.

Duties, Powers and Responsibilities

  1. Risk and Risk Management
    1. To review and challenge how the Firm manages risk within the context of the Firm’s strategy.
    2. To receive reports from management and the Chair of the Firm's Executive Risk Committee (“ERC”) to enable the RC to review and challenge the Firm’s risk register.
    3. To review and challenge the Firm’s risk governance framework (including with regard to client acceptance) and principal risks and seek assurances that enables the Committee and SB to satisfy themselves that the risks to which the Firm may be exposed are being appropriately identified and managed, and that the risks of significant financial loss, operational resilience or damage to the Firm’s reputation are appropriately managed.
    4. To review and challenge the Firm’s approach to Audit Quality and Non-Audit Services Quality.
    5. To review and challenge annually the process for monitoring the Firm’s compliance with Network Standards.
    6. To review and challenge the status, monitoring of and procedures for professional indemnity insurance arrangements.
    7. To review and challenge the Money Laundering Reporting Officer’s Annual report and Compliance Function update including the Firm’s procedures concerning the prevention and detection of fraud and financial crime.
    8. To receive a report from the Ethics partner and challenge the effectiveness of the Firm’s whistleblowing procedures and code of conduct.
    9. To review the statements to be included in the Firm’s Transparency Report and Digital Annual Report concerning Risk Management, for the purpose of ensuring that the reports align with RC understanding of the Firm's approach to Risk Management.
    10. To receive reports from LoS risk management leaders.
    11. To review and challenge the Firm’s arrangements for regulatory compliance and consider any material findings from regulatory reviews, for example:
      1. to review quarterly reports from Risk Management including Compliance focused on risk training breaches and other regulatory breach reporting; and
      2. to review the output of regulatory reports and industry thematic reviews.
  2. Other matters
    1. To review, challenge and approve any statement made by the Firm under the Modern Slavery Act 2015 (Schedule 5, Clause 29.7 of the Firm’s Members’ Agreement).
    2. The RC shall, at least once a year, review its own performance, constitution and Terms of Reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the SB for approval.
  3. Reporting Responsibilities
    1. The committee chair shall report formally to the SB on its proceedings on all matters within its duties and responsibilities. The committee chair will also provide updates to the PIB.
    2. The committee shall escalate and make whatever recommendations to the SB it deems appropriate on any area within its remit where action or improvement is needed.

Approved by the Supervisory Board on 13 May 2025.

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