EFTA01343852.pdf

Deutsche Bank 2.4 Guests /Advisors The Chairperson of the Committee may allow guests to join a particular meeting of the Committee or parts of it, provided there is due justification.4 2.5 Committee size The Committee should not have more than 12 positions represented. 2.6 Deputies and Delegates Deputies, i.e. permanent representatives, of Members are not accepted. Delegates of Members are only accepted in exceptional cases upon consent of the Chairperson.5 2.7 Member selection The Chairperson is responsible for the Committee composition and has to ensure appropriate representation of expertise required to fulfil the Committee's mandate and regulatory requirements. Changes to the membership trigger a general review of the ToR in accordance with section 7. 2.8 Qualifications All Members must have the appropriate expertise to sit on the Committee. Should Members have any doubt on this point, they must promptly notify the Chairperson who shall take appropriate measures. 2.9 Conflict management All Members must promptly notify the Chairperson should they believe their involvement with a particular issue may fairly give rise to an actual or perceived conflict of interest. If the Chairperson agrees that an actual or perceived conflict is likely to exist, the Chairperson shall decide whether the Member affected is in a position to attend the meeting, while abstaining from discussing the respective issue and / or the decision- making process or whether the respective Member shall leave the meeting (or video 1 If guests, incl. advisors are permitted, section 2.9 (Conflict management) must be taken into account. 5 A delegate is an ad-hoc replacement of a Member. The respective delegating Member must ensure that the delegate has appropriate qualifications to replace the Member. For internal use only Page 4 of 17 version 4 I CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0028786 CONFIDENTIAL SDNY_GM_00174970 EFTA01343852