The Board is collectively responsible for the effective oversight of the Company and the long-term success of its business. The formal Schedule of Matters Reserved for the Board describes the role and responsibilities of the Board.

This Charter sets out the purpose, authority and responsibility of the GIA function within TP ICAP plc.

The Committee ensures the governance and integrity of financial reports and disclosures and reviews the controls in place and the effectiveness of internal controls. It oversees the internal audit function and the relationship with the external auditors, including monitoring independence.

The Committee reviews the balance of skills, knowledge, experience and diversity of the Board and UKRE boards, makes recommendations for Board, Committee and UKRE Non-executive appointments and considers all matters of corporate governance for recommendation to the Board.

The Committee develops and recommends to the Board policies on remuneration for the Company’s employees including the Directors’ Remuneration Policy and makes recommendations to the Board on the remuneration packages of the Executive Directors and other members of senior management.

The Committee reviews and makes recommendations to the Board on the Group’s risk appetite, risk principles and policies ensuring that the risks are reasonable and appropriate for the Group and can be managed and controlled within the limits of the Group’s resources.

A formal statement of the Division of Responsibilities of the Chairman and Chief Executive Officer has been adopted by the Company.