15 Feb 2022
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.
The RC has delegated authority from the SB. The primary purpose of the Committee is to review, on behalf of the SB, management’s risk framework, assessment and recommendations on enterprise wide risks including financial, operational and reputational risk.
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.
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.
The membership of the RC is as follows:
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.
The INE member shall be determined by the Chair of the PIB in collaboration with the Chair of the SB.
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, Enterprise-Wide Risk Management representative, and the Head of Internal Audit will be expected to be regular attendees at RC meetings, or in their absence their delegate, subject to agreement in advance of the meeting with the Chair.
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 a member in attendance as Chair of the meeting.
The Secretary to the RC is Kelly Gabriel, 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.
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.
The quorum shall be three members of the RC for any meeting at which the Committee’s delegated powers are to be exercised.
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.
A decision of the RC taken by vote shall require a Simple Majority. The Chair will have the casting vote.
The RC will meet at least four times a year at appropriate times and otherwise as required.
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.
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. Supporting papers shall be sent to the RC members and other attendees, as appropriate, at the same time.
The Secretary will minute the proceedings and decisions of all RC meetings, including recording the names of those present and in attendance.
Draft minutes of RC meetings will be circulated first to the Chair, and then to all other RC members for review.
Once approved, minutes will be shared with the Firm’s SB and PIB, unless it would be inappropriate to do so.
Approved by the Supervisory Board on 15 February 2022.