Terms of Reference of the Talent and Remuneration Committee (the “T&RC” or the “Committee”), a Committee of the Supervisory Board (the “SB”) of PricewaterhouseCoopers LLP (the “Firm”)

Purpose and Authority

1. The T&RC has delegated authority from the SB. The primary purpose of the Committee is to review the remuneration, goals, talent development and, where appropriate, succession plans for the T&RC population. The T&RC population is defined as the UK Senior Partner, members of the Management Board (“MB”) and any UK partners on the Global Leadership Team (“GLT”) or EMEA Leadership Team (“EMEA LT”).
2. The T&RC may investigate any activity within these Terms of Reference and, within its scope of responsibilities, to seek any information it requires and to ensure the attendance of management representatives at meetings as appropriate.
3. The T&RC has the authority to obtain outside legal or independent professional advice. The advisers may attend meetings as necessary and the cost of the advisers shall be borne by the Firm.

Chair

1. The Chair of the T&RC is nominated by the Chair of the SB for a term not exceeding two years, and approved by the SB. In the absence of the Chair at any T&RC meeting, the members present shall appoint a member in attendance as Chair of the meeting. The INE member of the Committee will not act as Chair of Committee meetings.

Secretary

1. The Secretary to the T&RC 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 T&RC.
2. The Secretary will ensure that the T&RC 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 T&RC

1. A decision of the T&RC taken by vote shall require a Simple Majority. The Chair will have the casting vote. Any formal approvals by the Committee will be made by the SB members of the Committee, having consulted with the INE member of the Committee to understand their views.

Notice of Meetings

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

Duties, Powers and Responsibilities

1. Firm’s Senior Partner
   1. To review and challenge with the Firm’s Senior Partner their goals in the context of their manifesto, the Firm’s strategy and changing business needs.
   2. To review and recommend to the SB any changes to the Firm’s Senior Partner’s reference income.
   3. After the relevant period end, and in respect of the UK determined element of the Firm’s Senior Partner’s reward:
      1. to review achievements against goals together with relevant appraisals and feedback; and
      2. to recommend to the SB the performance income award.
   4. In respect of the portion of performance income determined by the Global Board, consult with the Chair of the Global Board on the determination of reference income and on performance against goals and final income.
   5. In respect of the portion of performance income determined by the Network Chair, consult with the Network Chair on the determination of reference income and on performance against goals and final income.
   6. To consult with the Chair of the Alliance Supervisory Board in respect of the Firm’s Senior Partner’s performance on the Alliance Leadership Team.
   7. To provide a report to the SB.
2. T&RC Population (excluding the Firm’s Senior Partner)
   1. The T&RC will carry out governance oversight (review and challenge) in relation to the Firm’s Senior Partner’s actions and proposals as they affect each member of the T&RC population, in particular:
      1. to review the application of the partner income system, and determine whether the Firm’s remuneration policies have been appropriately applied, including how quality objectives have been taken into account;
      2. to review the proposed goals in the context of individual roles and responsibilities;
      3. to review reference income for each member of the T&RC population;
      4. after the relevant period end, to review the achievements against goals and appraisals;
      5. to review performance income awards
      6. to review the annual percentage change in remuneration of the T&RC population compared with the average annual percentage change for all partners in the Firm;
      7. to review proposals for maintaining or changing role levels; and
      8. to take into consideration the views of the Audit Partner Remuneration and Admissions Committee (a Committee of the Audit Oversight Body) in respect of the remuneration relating to Audit partners of the T&RC population.
      9. to review the level of support that is made available to members of the T&RC population who transition to other roles within the Firm.
   2. For those Firm partners on the Global Leadership Team or EMEA Leadership Team, the responsibilities set out in 11.2.1 will also consider the evaluation for the agreed percentage of the role which is global or EMEA provided by a Network Leadership Team sponsor with oversight by the Global or EMEA Board as appropriate.
   3. The Senior Partner or the Senior Partner Elect will consult with the T&RC in respect of appointments to the Management Board.
3. Talent Development and Succession Planning
   1. The T&RC will carry out governance oversight in relation to the Firm’s Senior Partner actions and proposals as they affect each relevant member of the T&RC population and with consideration for the opportunities and challenges facing the firm, and due regard for the skills, experience and diversity on the board in the future. In particular:
      1. To review and challenge the talent development process for members of the T&RC population;
      2. To review and challenge the succession plans for members of the T&RC population (including future Firm Senior Partner candidates);
      3. To take into consideration the views of the Audit Oversight Body (a Committee of the Public Interest Body) in respect of those nominated for the Head of Audit role by the Firm’s Senior Partner; and
      4. To periodically review and challenge the framework implemented by the MB Talent Council.
4. Other Matters
   1. To perform other oversight functions, as requested by the SB.
   2. To provide ongoing feedback to the Senior Partner and to the Head of Partner Office on the Partner Income process in the context of 11.2.1.
   3. To oversee any remuneration benchmarking exercises in respect of the T&RC population, to be conducted every three to four years.
   4. The T&RC Chair (to the extent that they are not SB Chair), in consultation with the INE member of the T&RC, is to be involved in assessing whether the remuneration processes have been fairly and properly applied in relation to the SB Chair.

Approved by the SB on:  10th July 2024

^{[1] The FRC’s definition of a Covered Person specifically states that it does not include Independent Non-Executives – FRC Glossary of Terms—Ethics and Auditing, January 2018}