Terms of Reference of the Management Board (the “MB”) of PricewaterhouseCoopers LLP (the “Firm”)

These Terms of Reference should be read in conjunction with the Members’ Agreement. In the event of any inconsistency or contradiction, the Members’ Agreement shall prevail.

Membership

1. The membership of the MB is as follows:
   • Marco Amitrano - Senior Partner
   • Claire Blackburn - Head of Tax
   • Andy Hammond - Head of Audit
   • Laura Hinton - Managing Partner
   • Jonathan House - Head of Consulting
   • Simon Hunt - Chief Financial and Administrative Officer
   • Phillippa O’Connor - Chief People Officer
   • Umang Paw - Chief Technology Officer
   • Claire Reid - Head of Risk
   • Carl Sizer - Chief Markets Officer
   • Lucy Stapleton - Head of Deals
   • Alison Statham - General Counsel and Chief Risk Officer
2. Members of the MB will be appointed by the Firm’s Senior Partner, who may at any time:
   • remove any individual as a member of the MB; and
   • appoint additional members, such appointments being for such periods of time and on such other terms and conditions and such appointees having such powers, functions and responsibilities, as considered appropriate.
3. Only members of the MB have the right to attend MB meetings. Other individuals may be invited to attend for part or all of any MB meeting, as and when appropriate.

Secretary

1. The Secretary to the MB is Philip Patterson, a member of the Board Secretariat. In the absence of the Secretary, another member of the Board Secretariat of the Firm may act as Secretary of the MB.
2. The Secretary will ensure that the MB receives information and papers in a timely manner to enable full and proper consideration to be given to matters, and will be responsible for maintaining accurate records of meetings.

Decisions of the MB

1. Decisions of the MB may be taken at a meeting, in writing or electronically. A decision of the MB taken by vote at a meeting shall require a Simple Majority of those present in order to be passed. The chair of any such meeting will have the casting vote.

Notice of Meetings

1. Meetings of the MB will be called by the Secretary at the request of the Chair, or by any of the MB members, with notice of such meetings being provided at the earliest opportunity.
2. Unless otherwise agreed, notice of each MB meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each MB member in a timely manner. Supporting papers shall be sent to the MB members and other attendees, as appropriate, at the same time.

Duties, Powers and Responsibilities

1. General Powers - The MB is responsible in particular for:
   • the policies, strategy, direction and management of the Firm;
   • leadership of the Firm including setting and oversight of the execution of the purpose, culture, values, strategy, policies, direction and management of the Firm;
   • reputation of the Firm, including continued commitment to the Firm’s values;
   • the strategy for the Firm, including with regards to audit and non-audit services, to the Firm’s people and to the Firm’s use of technology;
   • the Firm’s policies including professional standards, conduct and independence;
   • compliance with the Audit Firm Governance Code;
   • providing oversight of the Firm’s implementation of, and compliance with, the Principles for Operational Separation as published by the FRC;
   • involuntary partner retirements (being in accordance with processes approved and confirmed by the Supervisory Board);
   • the Firm’s response to issues relating to significant international and domestic crises;
   • the MB has oversight of the activities of its Committees; and
   • the MB also has the power to exercise the rights and powers, and to perform, or procure the performance of, the duties and obligations of the Firm.
     
2. Reporting and Controls - The MB shall, at least once a year, review its own performance, constitution and Terms of Reference to ensure it is operating at maximum effectiveness.
3. Risk and Quality - The MB has overall responsibility and accountability for considering and managing the risk of the Firm, in light of the Firm’s agreed strategy and objectives. The MB has overall responsibility for establishing systems of internal control and for reviewing and evaluating their effectiveness.* The MB has overall responsibility for the quality of the Firm’s work and for the maintenance of a culture upholding the Firm’s values.
4. Financial and Operational Matters - The MB has overall responsibility and accountability for the financial and operational affairs of the Firm including budgeting, periodic forecasting and the monthly driving of performance. The MB is assisted by the Operations Committee (a committee of the MB) in relation to certain operational matters, including finance, and investment related matters and external reporting matters. The MB also has authority to:
   • enter into loans and security arrangements (including subordinating partners’ interests) for the purpose of financing the Firm;
   • enter into real estate lease commitments;
   • determine the form (within legal requirements) of the Firm’s books of account and related records; and the accounting principles in accordance with which the Firm’s accounts are to be drawn up;
   • approve the Firm’s accounts (subject to Supervisory Board approval on behalf of the members);
   • determine how copies of the Firm’s accounts are distributed to partners;
   • adopt the monthly (or other periodic) accounts of the Firm and determine with the approval of the Supervisory Board, the monthly payments to partners and their share of the Firm’s profits and losses; and
   • determine, with the approval of the Supervisory Board, the arrangements regarding partner contributions to the Firm’s capital.
5. Policies, strategy and management of the Firm - The MB has responsibility for execution of the policies, strategy and management of the Firm. The MB may determine the form of resolutions for constitutional changes (with the approval of the Supervisory Board). The MB has the power to conduct legal proceedings on behalf of the Firm.
6. Partner-related Matters - The MB has responsibility for execution of the policies, strategy and management of the Firm. The MB, assisted by the Partner Matters Committee (a committee of the MB), has overall responsibility for the management of partner-related matters including:
   • the nomination of candidates for partner (with the approval of the Supervisory Board);
   • the imposing of financial penalties on partners (with the approval of the Partner Affairs Committee of the Supervisory Board) for failure to satisfy their obligations under the Members’ Agreement;
   • withholding from a partner who misconducts himself or herself the repayment of capital and the payment of income; and
   • setting rules, including for establishing and maintaining the Firm’s independence.
7. International Matters - The MB has overall responsibility for making decisions in relation to and oversight of the Firm’s strategic alliances, matters relating to regionalisation and/or EMEA and approval of any matters relating to network issues.
8. Client facing and market activities - The MB has overall responsibility for overseeing the Firm’s client facing and market activities.
9. Network Matters - The MB will consider alignment to the Network’s strategy and direction in discharging the duties, powers and responsibilities set out in this Terms of Reference. The MB shall exercise its powers so as to secure the Firm’s compliance with PwC Network obligations.
10. Execution of documents - Any two members of the MB have the power to execute, on behalf of the Firm:
    • transactions, commitments and arrangements outside the ordinary course;
    • deeds; and
    • financing documents.
      
11. Supervisory Board - The MB can request the Supervisory Board to test the reactions of a wider body of partners to particular matters, issues or proposals. Members of the MB are ineligible to stand for election to the Supervisory Board.The MB is required to consult the Supervisory Board before putting any matter to the partners for approval or determination by a resolution or ballot.
12. Public Interest Body - Members of the MB, appointed by the Senior Partner, sit on the Public Interest Body.
13. Audit Oversight Body - The MB shall be obliged to take account of the views of the Firm's Audit Oversight Body in relation to audit strategy and in accordance with the responsibilities set out in the Audit Oversight Body terms of reference.

Approved by the MB on: 23 October 2024

*Further details of the Firm’s internal quality control system, quality control standards and independence procedures and practices are given in the Firm’s Transparency Report.