EFTA01343914.pdf

Deutsche Bank 6.7 Role of the Chairperson The Chairperson represents at all times the Risk Function within the scope of which the Committee is established. The Chairperson is accountable within the Committee with regards to organisation of the procedures, tracking of tasks and communication with the Delegating Person. The responsibility of all Members for the appropriate performance of their tasks remains unaffected. Among other things, the Chairperson must: • ensure that decisions are taken on a well-informed and sound basis; • encourage critical discussion and welcome dissenting views (constructive challenge); • take steps to foster a culture where Members and guests are encouraged to raise concems without fear of reprisal; and • ensure compliance with these ToR and relevant policies. 7. Review of Terms of Reference The ToR and the composition of the Committee are reviewed by the Chairperson together with the Secretary on an annual basis or if required due to current developments and amended where necessary in accordance with section 2.7. All changes to the ToR shall be addressed to Global Governance at the earliest opportunity. All changes to the scope and responsibilities and the composition of the Committee require approval of the Delegating Person. Changes to decision-making procedures (see section 4) shall only be made by 75% of the votes of all Voting Members or require approval of the Delegating Person. Other changes to the ToR can be made by the Chairperson in accordance with the provisions of these ToR. For internal use only Page 10 of 16 Version 0 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0028876 CONFIDENTIAL SDNY_GM_00175060 EFTA01343914