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Corporate Governance

Corporate Governance

The Board of Hargreaves Lansdown Plc is responsible for the management of Hargreaves Lansdown.

The Board of Hargreaves Lansdown Plc is responsible for the proper management of Hargreaves Lansdown and currently meets at least four times a year.

The Board has overall responsibility for controlling the Group, making decisions relating to the Group's strategic direction and measuring progress towards these goals. In order to ensure it has effective control over the Group's activities, the Board has established an Audit Committee, a Remuneration Committee, a Nomination Committee, a Risk Committee, and an Investment Committee as sub-committees of the Board which have formally delegated duties and responsibilities under written terms of reference.

Remuneration Committee

The Remuneration Committee is responsible for the framework or broad policy for the fair remuneration of the Executive Directors as well as their performance management. These will be determined with due regard to the interests of the Company and the Shareholders. The Remuneration Committee will meet at least twice per year. It is chaired by Fiona Clutterbuck and also comprises Deanna Oppenheimer, Shirley Garrood, and Stephen Robertson.

Terms of reference of the Remuneration Committee

Audit Committee

The Audit Committee is responsible for assisting the Board in discharging its responsibilities for financial reporting including the integrity of the annual and interim reports, preliminary results and any other formal announcements relating to financial performance, risk reporting and reviewing the Company's internal corporate control.

Within the scope of its terms of reference, the Audit Committee will report to the Board on any matter on which it considers that action is required and make recommendations for steps to be taken. In addition, the Audit Committee will have authority to investigate any activity within its terms of reference and is responsible for the resolution of disagreements between management and the external auditor. The Audit Committee will meet at least three times per year. It is chaired by Roger Perkin and also comprises Stephen Robertson, Jayne Styles, and Fiona Clutterbuck.

Terms of reference of the Audit Committee

External auditor independence policy

Nomination Committee

The Nomination Committee is responsible for making recommendations to the Board concerning the composition of the Board including proposed appointees to the Board, whether to fill any vacancies that may arise or to change the number of Board members. It is chaired by Deanna Oppenheimer and also comprises Stephen Robertson, Shirley Garrood, Jayne Styles, Fiona Clutterbuck and Roger Perkin.

Terms of reference of the Nomination Committee

Risk Committee

The Risk Committee assists the Board in assessing the different types of risk to which the Group is exposed. The Committee is also responsible for considering and recommending the Group’s overall risk appetite to the Board and is responsible for ensuring that the Group’s principal risks have been properly identified and are being appropriately managed. The Committee is chaired by Shirley Garrood and also comprises Jayne Styles, Fiona Clutterbuck and Roger Perkin.

Terms of reference of the Risk Committee

Investment Committee

The Investment Committee is tasked with providing challenge and oversight to the investment business, including investment research decision making, AIFMD compliance, policies and outcomes relating to Hargreaves Lansdown Multi-Manager funds, HL Select funds, Portfolio Management Services (PMS), HL Portfolio+, Wealth 50, Master Portfolios and Foundation Portfolios and the marketing of third-party funds.

In providing independent challenge, the Committee assists the Board with its Multi-Manager funds’ (HLMM) Alternative Investment Fund Management Directive (AIFMD) oversight requirements relating to asset allocation, investment strategy and performance, together with oversight of the risk management process.

Terms of reference of the Investment Committee

Compliance with UK Code of Corporate Governance

The Board supports high standards of corporate governance.

The UK Code of Corporate Governance recommends that the board of directors of a UK public company should include a balance of Executive and Non-executive Directors and that at least half the Board, excluding the Chairman, should comprise Non-executive Directors determined by the Board to be independent, and that one Non-executive Director should be nominated as the Senior Independent Director. The Board is in full compliance with the Code.

Stephen Robertson, Shirley Garrood, Jayne Styles, Fiona Clutterbuck and Roger Perkin as non-executive Directors are considered by the Board to be independent for the purposes of the UK Code of Corporate Governance. The Senior Independent Director is Shirley Garrood.