Investor Relations

Terms of reference for Risk Management Committee

Purpose

1. The purpose of the Risk Management Committee (the “Committee”) is to assist the board of directors (the “Board”) of Value Partners Group Limited (the “Company”) to oversee and manage risks to which the Company and its subsidiaries (collectively the “Group”) are exposed to.  The Committee’s principal functions are to:
   • 1. make recommendations to the Board on the Group’s risk appetite, risk profile and risk management strategy;
     2. advise management on the identification, assessment, monitoring and mitigation of the material risks faced by the Group;
     3. maintain oversight of the risk management function;
     4. assess and review the adequacy of the Group’s risk management frameworks including resources, process, system and internal controls;
     5. review and approve high level risk policy related issues;
     6. exercise its power of approval on significant risk issues; and
     7. review and approve the Group’s risk limits and their significant breaches

Membership

2. The Committee shall comprise a minimum of five members consisting of Senior Director, Head of Risk, Co-Chief Investment Officer, Chief Operating Officer, Chief Compliance Officer and Chief Financial Officer.
3. Committee members may each appoint a delegate to attend a committee meeting if they are out of office, but retain the responsibilities of a committee member.

Responsibilities

4. The responsibilities of the Committee shall include the following:-

Risk Strategy and Corporate Governance

1. 1. Advise the board on the Group’s overall risk appetite and tolerance/resilience;
   2. Review and recommend the high level risk governance structure of the Group including mandate and delegation of approval authority;
   3. Identify internal and external risk trends and any new or material changes to current risk factors;
   4. Oversee and advise the Board on the current risk exposures of the Group and advise on the Group’s future risk strategy;
   5. Review the Group’s risk assessment processes and approve the methodology and parameters adopted including the risk limits and general risk acceptance criteria; and
   6. Advise the Board on proposed strategic transactions including but not limited to acquisitions or disposals and new business proposals in particular on risk aspects and implications for the risk appetite and tolerance of the Group.

Risk Management Function and Framework

1. 1. Consider and approve the design and remit of the Risk Management Function and ensure that it has adequate resources, processes and appropriate access to information to enable it to perform its function effectively;
   2. Review the risk management framework to ensure that it remains fit-for-purpose. In particular, the Committee shall assess the continuing effectiveness of the framework, having regard to any significant failings or weaknesses in internal controls or assurance that have been reported.

Internal Reporting and Communication

1. 1. Establish and manage a reporting process through which different locations provide to the Committee via regular reports on significant risks affecting their locations, and on the internal controls in place pertaining to those risks;
   2. Ensure timely and efficient delivery of risk information to Board and to relevant functions, and formulate recommendations for action;
   3. Review reports on risk exposures and any material breaches of risk limits and the adequacy of proposed remediation plans and/or dispensations;
   4. Review and monitor management’s responsiveness to the findings and recommendations of the Committee;
   5. Provide to the Board the results of the Committee’s work pertaining to risk; and
   6. Provide to the audit committee of the Company (the “Audit Committee”) any significant weaknesses or failings that have been identified and the progress of any rectifying actions.

Authority

5. The Committee is authorised by the Board:
   1. to seek any information it requires from any employee of the Group in order to perform its duties;
   2. to obtain, at the Group’s expense, outside legal or other professional advice on any matters within its terms of reference;
   3. to call any member of staff to be questioned at a meeting of the Committee as and when required; and
   4. to have the power to report directly to the Board.

Reporting procedures

6. The Committee shall report back to the Board on its decisions and recommendations unless there are legal or regulatory restrictions on the Committee’s ability to do so.

Frequency of Meetings

7. The Committee should meet often enough to undertake its role effectively, but not less than four times a year.

8. In addition, the convener of the Committee will call a meeting of the Committee if so requested by any member of the Committee or by the Chairman of the Board or of the audit committee of the “Audit Committee”.

Attendance at Meetings

9. The Committee forms a quorum if at least three of its members, minimum of which at least one member must be from the Investment Team and at least one member must be from the Business Management Team, participate in the meeting.

10. Members of management and/or parties external to the Group may be invited by any member of the Committee to attend any meeting of the Committee or part thereof.

Secretary

11. The Company Secretary of the Company shall be the secretary and the convener of the Committee, who is responsible for arranging for meetings, producing and maintaining meeting records.

26 April 2024