Constitution

As a sub committee of the Board of Directors of Ashcourt Rowan plc ("AR PLC").

Purpose

The Group Risk Committee performs two major functions:

Determining the Group’s Risk Framework. The Group Risk Committee sets the design principles which govern the mechanisms all businesses within the Group must apply in managing and reporting risk. These principles include approval of major assumptions included in the calculation of risk exposures and in assessing the effect of stress tests. The Group Risk Committee is responsible for amending the Risk Framework as the needs of the business and accepted industry best practice evolve. 

Providing the venue for a detailed review of risk exposures on behalf of the Ashcourt Rowan plc Board. Working in conjunction with subsidiary firm Risk Committees, the Group Risk Committee is responsible for applying sufficient time and technical expertise to the review of risk exposures that they can assess with confidence that they are being correctly stated and prioritised. In the event that the Group Risk Committee believes a risk is beyond the parameters set by the Ashcourt Rowan plc Board they have the authority to escalate their concern to the Ashcourt Rowan plc Senior Management, Ashcourt Rowan plc Audit Committee and Ashcourt Rowan plc Board of Directors as necessary.

Membership

Membership is drawn from the Chairpersons of the subsidiary firms’ Risk Committees, members of the Ashcourt Rowan plc Board of Directors and members of Ashcourt Rowan plc Senior Management.

Member of the Committee are:

• Group CEO
• Group Head of Compliance
• Group Chief Financial Officer
• Director of Asset Management
• Risk, Internal Audit & Legal Manager

A quorum shall be 2 members of which one shall be an Ashcourt Rowan plc Director.

The Chairman of the Group Risk Committee is Jim  Roberts or his nominated alternate.

The Chairman may from time to time invite any other individual of the Ashcourt Rowan plc Group or external person(s) to attend and contribute to committee meetings.

Frequency of meetings

Frequency of meetings will be at least quarterly, or more frequently at the discretion of the Chairman.

Duties

• To establish and maintain a comprehensive Group Risk Framework that supports the identification and management of all material risks and to ensure that similar risk frameworks are maintained by all firms in the Ashcourt Rowan plc Group.
• Consistent with the requirements of the Group Risk Framework, to receive reports from subsidiary Risk Committees and the Risk Committee of the Ashcourt Rowan plc central services identifying all actual and potential material risks to which these businesses are exposed.
• To assess whether reported risks fall within the tolerance of the Ashcourt Rowan plc Group as determined by Ashcourt Rowan plc’s Risks and Governance policies. Where risks are considered out of tolerance the Group Risk Committee will review actions being taken to mitigate those risks and, where they are not satisfied by those actions, escalate their concerns to the relevant subsidiary Chief Executive. In the event that these concerns remain they are to be escalated to the Ashcourt Rowan plc Board of Directors and Ashcourt Rowan plc Audit Committee.
• For all material categories of risk approve the basis used by subsidiary firms to measure the size of that risk including review of all models employed and major assumptions relied upon.
• To assess the adequacy of risk based capital estimates prepared by each BIPRU regulated firm and recorded in their ICAAP documents. This includes reviewing stress test methodology and results for each material risk. The Group Risk Committee is to ensure that each Ashcourt Rowan plc Group firm maintains an appropriate level of capital in accordance with the outcome of these tests and that each firms’ ICAAP document accurately records the approach taken and its results. Where concerns exist with the approach taken or the level of capital held these concerns are to be escalated to the relevant subsidiary firm Chief Executive. In the event that these concerns remain they are to be escalated to the Ashcourt Rowan plc Board of Directors and Ashcourt Rowan plc Audit Committee.
• To consider any reports from subsidiary Risk Committees, Group Compliance or Internal Audit which indicate that firms within the Ashcourt Rowan plc Group are not complying with the minimum risk and governance standards, as set out in Ashcourt Rowan plc’s Risk and Governance Policies. The Group Risk Committee shall satisfy itself that adequate corrective action is being taken and escalate any remaining concerns to the relevant business unit Chief Executive. In the event that these concerns remain they are to be escalated to the Ashcourt Rowan plc Board of Directors and Ashcourt Rowan plc Audit Committee.

Reporting 

• To submit a written report with the papers to be circulated to the Ashcourt Rowan plc Board of Directors at each Ashcourt Rowan plc Board meeting (or more often and in more detail if requested to do so or if felt necessary by the Chairman of the Group Risk Committee). This report should detail the material Group risks arising from the work of the Group Risk Committee and a summary of what action is being taken or has been taken to mitigate these risks.
• To provide any other reports concerning the material risks identified by the Group Risk Committee that may, from time to time, be required by the Ashcourt Rowan plc Board of Directors.
• To meet at least twice a year with the Ashcourt Rowan plc Audit Committee, at which one of the meetings will be attended by the Group’s auditors.