Remuneration Committee - Terms of Reference

1 Remuneration Committee (RemCom), Terms of Reference

Purpose and responsibilities

1.1 The Remuneration Committee operates as a sub-committee of the Governance Council and has delegated responsibility from the Governance Council in respect of the functions and powers set out in the LLP Agreement, this Governance Handbook, the other LLP Handbooks and any related LLP Policy.

1.2 The purpose of the Remuneration Committee is to provide oversight and governance of processes and decision-making related to Partner appraisals, objective setting and remuneration.

1.3 In accordance with the terms of the LLP Agreement (and, to the extent relevant, the LLP Handbooks and any related LLP Policy), specific responsibilities of the Remuneration Committee include:

(a) in relation to a CARL Partner who is also a member of the Group Executive Board:

(i) providing independent UK-focused input and feedback to the Group Governance Councilon the performance of that CARL Partner, as part of that CARL Partner's performance appraisal and remuneration assessment administered and determined by the GGC;

(b) in relation to Partners who are Executive Members, alongside the UK CEO:

(i) assessing and setting performance objectives;

(ii) administering the performance appraisal process and the process for setting remuneration;

(iii) providing development feedback; and

(iv) provisionally determining and recommending for approval by the Governance Council the remuneration of Executive Members (including, as relevant, Base Points allocations, Dynamic Reward System (DRS) Assessments and Local Partner Shares).

(c) in relation to all other Partners:

(i) assessing the process applied by the Executive for setting Base Points and remuneration and ensuring that a fair and robust process has been applied; and

(ii) reporting to the Governance Council (including in respect of any recommendations) on the process applied for setting remuneration.

1.4 In accordance with the terms of the LLP Agreement (and, to the extent relevant, the LLP Handbooks and any related LLP Policy), other responsibilities of the Remuneration Committee may include, at the request of the Executive and/or the Governance Council, providing assessment and recommendations in relation to:

(a) the setting of the Local Partner DRS Bonus Pool ;

(b) the allocation and/or retention of Capital Profits

(c) the allocation between Partners of any Accounting Loss

(d) the terms and remuneration arrangements for new Partner admissions or changes in status from Local Partner to CARL Partner or CARL Partner to Local Partner

(e) any payment in lieu of notice to a Partner subject to voluntary Retirement or compulsory Retirement

(f) any reduction in a suspended Partner's or Bad Leaver's share of the Distributable Profits and

(g) the terms of the UK Partner Assessment Framework for each Financial Period