ARC TOR 2025

Ashmore Group plc (the "Company") Audit and Risk Committee - Terms of Reference

The Board of the Company (the "Board") resolved to appoint a committee known as the Audit and Risk Committee (the "Committee"). These are the terms of reference for the Committee approved at a Board meeting held on 3 July 2006 (as amended).

Membership

The Committee shall consist exclusively of not less than three Independent Non-executive Directors appointed by the Board. Each member of the Committee shall be free from any relationship that may interfere with the exercise of his or her judgment as a member of the Committee. At least one member shall have recent and relevant financial experience and preferably a professional accountancy qualification. The Committee as a whole shall have competence relevant to the financial services sector. The Chair of the Board shall not be a member of the Committee.

The Chair of the Committee shall be appointed by the Board but in the absence of the Chair and/or a Director appointed as his or her deputy the remaining members present shall elect one of themselves to chair the meeting. The members of the Committee shall be appointed by the Board, on the recommendation of the Nomination Committee in consultation with the Chair of the Committee.

Only members of the Committee have the right to attend Committee meetings. However, other individuals may be invited to attend all or part of any meeting. The Company Secretary or their nominee shall act as the secretary of the Committee ("Secretary") and shall normally attend meetings. In discharging its responsibilities, the Committee will have unrestricted access to members of management, employees, and relevant information it considers necessary to discharge its duties.

The quorum for meetings of the Committee shall be two members present in person or by telephone or video conference.

The Committee shall meet as necessary and at least three times a year at appropriate intervals in the financial reporting and audit cycle, as decided by the Chair in consultation with the Company Secretary.

Notice of meetings of the Committee shall be issued by the secretary of the Committee at the request of any of its members or at the request of external or internal auditors if they consider it necessary. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee, any other person required or invited to attend and all other non-executive directors, 5 working days before the date of the meeting or as early as practicable, bearing in mind the need to allow members sufficient time to read the papers prior to the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time.

Each member of the Committee shall disclose to it:

• any personal financial interest (other than as a shareholder) in any matter to be decided by the Committee; and

• any potential conflict arising from a cross-directorship or other conflict situation except where these have previously been disclosed.

Any such member who, in the opinion of the Chair of the Committee is conflicted shall abstain from voting on resolutions of the Committee in relation to which such interest exists and from participating in discussions concerning such resolutions.

The Secretary shall keep minutes of the proceedings of all meetings of the Committee, including recording the names of those present and in attendance. The Secretary shall ensure that the first item on the agenda of any meeting is the disclosure of any conflicts of interest and shall record in the minutes any conflicts disclosed. Minutes of Committee meetings shall be circulated promptly to all members of the Committee and, once agreed, to all members of the Board except that copies of minutes provided to a member who is conflicted may be redacted.

The Committee Chair shall report formally to the Board after each meeting, on the matters considered by the Committee. This report shall include an explanation of how it has discharged its responsibilities: the significant issues that it considered in relation to the financial statements and how these were addressed; its assessment of the effectiveness of the external audit process and its recommendation on the appointment or reappointment of the external auditor; the report of the internal auditor, and any other issues on which the Board has requested the Committee's opinion, identifying any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken.

The terms of reference of the Committee shall be made available on the Company's website and the Chair of the Committee and the members shall be identified in the Annual Report.

The Company Secretary shall assist the Chair of the Committee in preparing the Audit and Risk Committee report to be included in the Company's Annual Report as a separate section.

The report should include the following:

• an explanation of the significant issues that the Committee considered in relation to the financial statements and how these were addressed;

• how the Committee has addressed the effectiveness of the external audit process;

• the approach taken to the appointment or reappointment of the external auditor;

• information on the length of tenure of the current audit firm;

• when a tender was last conducted;

• advance notice of any external auditor retendering plans;

• If the external auditor provides non-audit services, an explanation of how auditor objectivity are safeguarded; and

• an explanation of the Company's risk management and strategy.

In compiling the report, the Committee should exercise judgement in deciding which of the issues it considers in relation to the financial statements are significant, but should include at least those matters that have informed the Board's assessment of whether the Company is a going concern. The report to shareholders need not repeat information disclosed elsewhere in the Annual Report and Accounts, but could provide cross-references to that information.

The Chair of the Committee shall attend the Annual General Meeting prepared to respond to any shareholder questions relating to the duties of the Committee.

Duties

The Committee shall:

• monitor and challenge where necessary the integrity of the financial statements of the Company, including its annual and half-yearly reports, interim management statements and any other formal announcement relating to its financial performance, reviewing and reporting to the Board on significant financial reporting issues and judgements which they contain having regard to matters communicated to it by the auditor. The Committee shall also review summary financial statements, significant financial returns to regulators and any financial information contained in certain other documents, such as announcements of a price sensitive nature;

• review and challenge narrative reporting where necessary, including :

  1. the consistency of, and any changes to, accounting policies both on a year on year basis and across the Company/group;

  2. the methods used to account for significant or unusual transactions where different approaches are possible;

  3. whether the Company has followed appropriate accounting standards and made appropriate estimates and judgements, taking into account the views of the external auditor;

  4. the clarity and completeness of disclosure in the Company's financial reports and the

     context in which statements are made;

  5. all material information presented with the financial statements, such as the operating and financial review and the corporate governance statement (insofar as it relates to the audit and risk management); and

  6. where the Committee is not satisfied with any aspect of the proposed financial reporting by the Company, it shall report its views to the Board.

• The Committee should provide advice to the Board on whether the Annual Report and Accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's position and performance, business model and strategy; and

  • The Committee should provide assurance to the Board to allow the Directors to adopt the going concern basis in preparing the annual and half-yearly reports and to make the longer-term viability statement in the Annual Report and Accounts.

  Internal controls and risk management systems

  The Committee shall:

• receive regular reports from the Heads of Risk, Internal Audit and Compliance and the Group Finance Director;

• review the effectiveness of the Company's internal controls and risk management systems and provide assurance to the Board that the financial controls and systems of risk management are robust and defensible;

• review the effectiveness of the Company's internal control framework and support the Board in

  making the declaration required by Provision 29 of the UK Corporate Governance Code;

• provide assurance to the Board to allow the Directors to confirm in the Annual Report that they have carried out a robust assessment of the emerging and principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity and reputation, and assist the Directors in providing a description of the principal risks and what procedures are in place to identify emerging risks and an explanation of how these are being managed or mitigated;

• on behalf of the Board monitor the Company's risk management and internal control systems (including cybersecurity strategy, incident response arrangements and related policies) and carry out an annual review of their effectiveness, and assist the Directors in reporting on that review in the annual report (this review will cover all material controls, including financial, operational, reporting and compliance controls) and provide advice to the Board on risk strategy, including the oversight of current risk exposures of the group, with particular, but not exclusive, emphasis on prudential risks;

• as appropriate, develop proposals for consideration by the Board in respect of overall risk appetite and tolerance, as well as the metrics to be used to monitor the group's risk management performance, taking account of the current and prospective macroeconomic and financial environment and drawing on financial stability assessments such as those published by relevant industry and regulatory authorities;

• as appropriate, receive and review independent assurance over cyber and critical controls, including results of penetration testing, internal audit findings and external reviews;

• oversee and challenge the design and execution of stress and scenario testing;

• oversee and challenge the day-to-day risk management and oversight arrangements of the executive;

• provide advice upon request to the Remuneration Committee on risk weightings to be applied to performance objectives incorporated in the incentive structure for the executive;

• provide advice, oversight and challenge necessary to embed and maintain a supportive risk culture throughout the group; and

• consider and approve the remit of the risk management function and ensure it has adequate resources and appropriate access to information to enable it to perform its function effectively and in accordance with relevant professional standards. The Committee shall also ensure the function has adequate independence and is free from management or other restrictions.

In carrying out their risk governance responsibilities, the Committee should have regard to any relevant advice from the internal audit function concerning the effectiveness of its current control framework. In addition, the Committee should remain alert to the possible need for expert advice and support on any risk issue, taking action to ensure that they receive such advice and support as may be necessary to meet their responsibilities effectively.

The Committee shall:

• receive reports from the Group Head of Compliance, including details of the Group's relations with the regulators; the Compliance monitoring programme; material breaches, errors and complaints; anti-money laundering controls and sanctions compliance;

• approve the annual Compliance Monitoring Plan; and

• review periodically and monitor the Group's procedures for ensuring compliance with regulatory

reporting requirements and its relationship with the relevant regulatory authorities.

The Committee shall:

• consider the Company's practices for detecting and preventing fraud;

• review the Company's systems and controls for the prevention of bribery and corruption and receive reports on non-compliance; and

• escalate matters relating to fraud to the Board.