Governance Council Terms of Reference

1) Supervisory responsibility

1.1) The Governance Council shall be responsible for the supervisory oversight of the LLP and the Business (and, to the extent relevant, each Associated Firm and the business of each Associated Firm), and shall act as a check on the exercise by the Executive and the UK CEO of their management powers. This shall include establishing a governance and supervisory oversight structure under which powers and responsibilities are exercised and overseen, and values of integrity, professionalism and good governance are upheld, in a way that properly takes the public interest into consideration.

1.2) The Governance Council shall obtain the approval of the Executive before taking/implementing (as relevant) any decision in respect of matters which under the terms of the LLP Agreement, any of the LLP Handbooks or any LLP Policy require such approval.

1.3) The Governance Council shall ensure (to the extent relevant) that its activities are aligned with those of the GGC.

1.4) The Governance Council shall work closely with the sub-committees of the Governance Council to support and ensure the fulfilment of their responsibilities and objectives.

1.5) Together with the Executive (and, to the extent relevant, the Public Interest Committee and the duly authorised sub-committees of the Executive and the Governance Council from time to time), the Governance Council shall be responsible for reviewing the terms of the LLP Agreement, the LLP Handbooks and the LLP Policies and ensuring that each is up to date and fit for purpose.

2) Executive oversight

2.1) The Governance Council shall oversee the performance and operation of the Executive and the UK CEO and shall:

(a) ensure that the Executive has appropriate management structures in place;

(b) receive and consult with the Executive on the Executive's development of its strategy and related annual reports;

(d) review the Executive's process for setting its strategy and the annual budget and report to the Partners in the event that:

(i) the Executive has not presented its strategy and management structure to the Partners within eight months of the election of the Executive or not provided annual updates (in accordance with the Terms of Reference of the Executive); or

(ii) the Governance Council considers the process applied by the Executive in setting its strategy and/or the annual budget to be deficient;

(e) ensure that the Executive has identified and is managing the major risks to the LLP and the Business (and, to the extent relevant, the Associated Firms and the businesses of the Associated Firms), including (without limitation) in relation to quality, reputation, regulatory compliance, culture and business performance;

(f) review (and, where appropriate, provide support, advice and challenge) and approve or decline to approve matters which under the LLP Agreement, the LLP Handbooks or any LLP Policies are subject to the approval of the Governance Council;

(g) have the power to require the UK CEO or any member of the Executive to report to it or to the Partners on any matter; and

(h) have the power to require the Executive to convene a meeting of the Partners.

3) Partner representation and culture

3.1) The Governance Council shall:

(a) support and drive communication and engagement with the Partners and the broader firm; and

(b) represent and hold the Executive and the UK CEO to account on behalf of the Partners.

3.2) The Governance Council shall ensure inclusion and diversity wherever appropriate.

4) Reporting

All approved decisions of the Governance Council shall be communicated to the Partners in a timely manner.