Executive Terms of Reference

1) Management responsibility

1.1) The Executive and the UK CEO shall be responsible for the general day-to-day conduct and management of the LLP and the Business (and, to the extent relevant, of the Associated Firms and the businesses of the Associated Firms) and this shall include establishing an executive management structure under which:

(a) the members of the Executive are accountable to the Partners in the exercise of their functions and powers;

(b) no individual member of the Executive has unfettered decision making powers;

(d) powers and responsibilities are exercised, and values of integrity, professionalism and good governance are upheld, in a way that properly takes the public interest into consideration.

1.2 The Executive shall obtain the approval of the Governance Council before taking / implementing (as relevant) any decision in respect of matters which, either under the terms of the LLP Agreement, any of the LLP Handbooks or any LLP Policy or the Partners may from time to time determine by Ordinary Resolution, require such approval.

1.3 The Executive shall work closely with any sub-committees of the Executive constituted from time to time to support and ensure the fulfilment of their responsibilities and objectives.

1.4 Together with the Governance Council (and, to the extent relevant, the Public Interest Committee and the duly authorised sub-committees of the Executive and the Governance Council from time to time), the Executive shall be responsible for reviewing the terms of the LLP Agreement, the LLP Handbooks and the LLP Policies and ensuring that each is up to date and fit for purpose.

2) Strategy and budget

2.1) The Executive shall set and deliver the strategy of the LLP (and, to the extent relevant, each Associated Firm). The Executive shall present its strategy to the Partners no later than 100 days after its election and shall provide an update annually thereafter. The Executive's strategy and annual updates shall set out, amongst other matters, the key assumptions and investments for the LLP and the Business (and, to the extent relevant, the Associated Firms and the businesses of the Associated Firms). In the event that there are events or projects which significantly impact the strategy the Executive shall report to the Governance Council and the Partners as soon as reasonably practicable and on such frequency as may be reasonably required.

2.2) The Executive shall prepare and propose an annual budget to the Governance Council (which shall assess and approve the process applied by the Executive in setting the annual budget). The Executive shall communicate the annual budget to the Partners. In the event that there are events or projects which might significantly impact the achievement of the budgeted results for the Financial Period the Executive shall report to the Governance Council and the Partners as soon as reasonably practicable and on such frequency as may be reasonably required. In any event, the Executive shall report to the Partners on financial performance against the annual budget on a regular basis.

2.3) The Executive shall develop and lead national service line and market strategies, and set a management structure within the international framework and aligned to CARL Group strategies and functions.

2.4) The Executive shall oversee support services functions, including the setting and monitoring of objectives, approving budgets and expenditure and ensuring efficiency between local, national and international support functions.

3) People and culture

3.1) The Executive shall work to ensure:

(a) a cohesive partnership with a positive Partner culture aligned to the Code of Conduct; and

(b) that the LLP (and, to the extent relevant, each Associated Firm) recruits, develops, retains and rewards Partners and employees appropriately.

3.2) The Executive shall ensure inclusion and diversity wherever appropriate.

3.3) The Executive shall be responsible for leading the recruitment of senior officer appointments.

4) Policies and procedures

4.1) The Executive shall (together with, to the extent relevant, the Governance Council, the Public Interest Committee and the duly authorised sub-committees of the Executive and the Governance Council from time to time):

(a) ensure that appropriate policies and procedures are in place for risk and catastrophe management;

(b) lead and manage the Business (and, to the extent relevant, the businesses of the Associated Firms) in relation to ensuring the quality, reputation (internal and external), regulatory compliance and culture of the firm (including in relation to openness and transparency) in accordance with the LLP Values and the Code of Conduct;

(c) work with any relevant sub-committees of the Executive constituted from time to time in relation to the management and conduct of professional indemnity issues and claims and report to the Governance Council in relation to professional indemnity issues and claims on at least an annual basis;

(d) ensure that the LLP’s (and, to the extent relevant, each Associated Firm's) services to clients and conduct in respect of staff are carried out ethically in accordance with the LLP Values, the Code of Conduct and relevant regulatory standards and in accordance with principles of technical excellence and quality service; and

(e) set Corporate Social Responsibility, Sustainability and Environmental policies for the LLP and the Business (and, to the extent relevant, the Associated Firms and the businesses of the Associated Firms).