TERMS OF REFERENCE Investec plc and Investec Bank plc Audit Committee The Investec plc and Investec Bank plc Audit Committee ( the Committee ) is mandated by the board of directors of Investec plc ( plc or the Board ) to be the audit committee of this company and its group and associated companies for regulatory and all other purposes. Specifically, the Committee shall act as the audit committee of Investec Bank plc. The composition of the Committee and these terms of reference ( TOR ) meet the requirements for Audit Committees in terms of the UK Corporate Governance Code. Membership Committee members and its Chairman shall be appointed, removed or replaced by the Board at any time, on the recommendation of the Nominations and Directors Affairs Committee Committee membership will automatically end at such time as a member ceases to be a member of the Board The Committee shall at all times have at least 3 members who are independent, nonexecutive directors of the Board The Committee shall at all times have at least 1 member who is an independent, nonexecutive director of Investec Bank plc (and who is permitted to be a Director of Investec plc at the same time) Committee members shall be identified in the Investec Annual Report, and if required, their attendance at Committee meetings during each year will be disclosed The Chairman of the Committee may at his discretion invite non-members to meetings as deemed necessary. There will be a standing ex officio invitation to members of the Investec Limited Audit Committee All Committee members should meet predetermined skills, competency and experience requirements. The Committee is free to consult with specialists or consultants to assist it with the performance of its functions, subject to a Boardapproved process and All Committee members must keep up- to-date with developments affecting the required skill set.
Composition The Chairman of the Committee shall be an independent non-executive Board member of Investec plc, and may not be the Chairman of any of the Group Boards and Current members are listed in Appendix 2 attached hereto. Quorum A quorum shall be at least 3 (three) in number and shall comprise entirely non-executive directors, all of whom shall be independent and all who must be present throughout the meeting. Secretary The group secretarial department will second a secretary and the Committee shall cause minutes to be recorded and maintained of each of its meetings. Notice of meetings Committee meetings will be called by the Secretary at the request of any of its members, other than the 4 pre-determined meetings per annum Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of the items to be discussed, shall be forwarded to each Committee member and any other person required to attend, no later than 7 days before the date of the meeting and The Committee Chairman and the Secretary will set the agenda of each meeting. Frequency of meetings The Committee shall meet at least 4 (four) times annually before each Board meeting in order to facilitate a report to each such meeting In addition the Committee, in conjunction with the Investec Limited Audit Committee, shall meet at least twice annually to consider the unaudited interim and audited final results of plc and its subsidiaries, including the combined financial results of plc and Investec Limited ( DLC ) and The Committee may meet whenever required on an ad hoc basis. Meetings other than in person Where deemed appropriate by the Committee Chairman, meetings and subsequent approvals and recommendations may occur via written resolution or conference call or other electronic means of audio or audio-visual communication.
Objectives The main objectives of the Committee will be to assist the Board in respect of the following, for each of the geographies forming part of the plc business: Assessing the appropriateness of accounting policies, practices and disclosures and whether the quality of financial reporting is adequate Reviewing the scope and results of internal, external and compliance reviews and audits Maintaining open lines of communication between the board and the plc group s Risk Management, internal and external auditors and compliance officers Assessing the adequacy of the plc group s internal controls based on information provided or obtained Making informed decisions regarding compliance policies, practices and disclosures and Reviewing any matters of significance affecting the financial safety of the plc group. To fulfil these responsibilities the Committee meets with and receives regular reports from plc group Risk Management, internal auditors, Group Compliance, and the plc group s external auditors dealing with matters which arise in connection with their reviews, audits or other work performed. Specific duties The Committee will: Consider the appointment of external auditors Review the relationship with external auditors. This includes the consideration of audit fees and other fees payable to auditors in respect of non-audit activities, the independence of the external auditors, discussions with the external auditors concerning such issues and compliance with accounting standards and any proposals which the external auditors have made vis-à-vis the company s accounting standards Review the financial reporting and internal control procedures Review and evaluate significant issues raised in reports released by the internal auditors, compliance, the Prudential Regulation Authority ( PRA ) and Financial Conduct Authority ( FCA ) and the external auditors and management responses thereto and report its findings to the board of directors of Investec plc Review the management of financial matters
Review the consistency of accounting policies both on a year-to-year basis and across the plc group, ensuring Compliance with financial reporting standards Give due consideration to the requirements of the Listing Rules Be responsible for co-ordination of the internal and external auditors Ensure that the heads of internal audit and compliance have the right of direct access to the Chairman of the Committee Ensure that the Chairman of the Committee attends the Annual General Meeting ( AGM ) prepared to respond to any shareholder questions on the Committee s report and activities Ensure that the external auditors have access to the Chairman of the Committee or any of its members in relation to any matter falling within its remit To the extent not covered by items above, the duties as set out in Appendix 1 and The Committee shall have the power to commission such work, including by third parties, as it deems fit. Powers The Committee shall have the power to appoint/designate sub committees in specific areas of business or specific locations to assist the Committee in the performance of its duties Such sub-committees may be the Statutory Audit Committee for any company or location, but to the extent that they act as sub-committees, shall report their findings to the Committee. Members of the Committee have the right to attend all sub-committee meetings on a standing or ad hoc basis The Committee shall have the power to call a meeting of the board of directors of the plc The Committee shall have the power to require any executive officer or employee of the plc to furnish it with any information that it requires or to make an oral report to it The Committee shall have the power to require internal audit or compliance to carry out specific tasks or reviews The Committee shall, at its discretion, be entitled to seek and rely on legal and accounting advice for which the company will pay and It is expressly provided that the Committee shall not have any executive powers and accordingly no executive duties with regard to its findings and recommendations.
Reporting The secretaries shall circulate the minutes of the Committee to its members and if requested to the board of plc and Investec Bank plc The Committee will: Report its findings to the Board and to the DLC Audit Committee Keep the Board appraised on matters relating to the accounting practises and the internal financial controls of the Company Assist the Board in making a going concern statement Assist the Board in approving the disclosure of sustainability issues in the integrated report Recommend to the Board to engage an external assurance provider on material sustainability issues Recommend to the Board whether the external auditor should perform assurance procedures on interim results Evaluate the suitability of the expertise and experience of the Finance Director and recommend to the Board if changes are necessary Report on the results of the review of the Finance Function Conclude and report yearly to the Board on the effectiveness of the Company s internal financial controls and report on weaknesses in financial control, whether from design, implementation or execution that are considered material Report to the Board on how it has fulfilled its duties, in terms of the relevant Companies Act and TOR during the financial year Provide assurance to the Board on the effectiveness of the Compliance Function Control Framework, Procedures and Processes and Provide assurance to the Board with regard to the controls in place to mitigate IT risks. Interface with the Board of Investec Bank plc The board of Investec Bank plc has delegated the duty of ensuring that the bank or controlling company is at all times in compliance with all applicable laws, regulations and codes of conduct and practices applicable to this Committee. The Committee will provide assurance to the board of Investec Bank plc that these requirements are met.
Interface with the Investec Bank plc Prudential Audit and Conduct Committee ( PACC ) The PACC has a primary role in escalating all risk and systems and control matters relating to IBP and its subsidiaries to the Committee. The Committee will rely on the output of the PACC to give assurance that all such risks have been correctly identified and appropriate controls are in place. Interface with the Board Risk and Capital Committee The Committee has a primary role in providing assurance to the board that risks have been correctly identified and that appropriate controls are in place. The Committee will rely on the output of the Board Risk and Capital Committee: To give that assurance To agree a risk based audit programme with internal audit and It is specifically recorded that the Committee will not repeat the work of the Board Risk and Capital Committee.
Maintain Communication Between the Board, External Auditors, Internal Auditors and Group Risk External Auditors Consider appointment, removal and replacement Review relationship Non-audit activities Fees Relationship and objectivity Internal Auditors Audit approach practice and staffing Review and assess annual coverage plan Freedom Communication Compliance Policy practice and procedures Review and assess annual coverage plan Freedom Communication Risk including Operational Risk Policy practice and procedures Review and assess annual coverage plan and in particular the Turnbull assessment Freedom Appendix 1
Appendix 1 Communication Review Internal Group Processes Output of board risk and capital committee Review of soft risk Reputation Legal Adherence to core values and philosophies Financial Reporting Adequacy Accuracy Internal Control Procedures Adequacy Accuracy Internal audit reports Co-ordinate Internal and External Auditors Work Review Matters Leading to Audited Financial Statements Appropriateness of accounting policies Consistency of accounting policies Scope of audit Audit budget Timing of audit
Review Annual Financial Statements Compliance with national and international financial reporting Standards (IFRS) Off balance sheet items Related party transactions Legal proceedings and other contingencies Examination of quality of earnings Areas of significant judgement Adjustments arising from the audit Lump earnings or losses Review going concern statement Approve statement in annual report on system of internal control Post Annual Financial Statements Difficulties in annual audit Restriction imposed (if any) Illegalities or material malfunction discovered Review of management letter Other Duties Annual review of charter Attendance at : AGM Annual auditors meeting Appendix 1
Appendix 2 Membership D Friedland (Chairman) (Investec plc & Investec Bank plc) ZBM Bassa LC Bowden KL Shuenyane PRS Thomas