Prudential plc Group Audit Committee – Terms of Reference The Group’s audit committee structure reflects and reinforces the delegation of authority from the Company to its operating units. The Group Audit Committee deals with Group level matters and oversight of the Group’s audit processes. Individual business unit audit committees monitor business unit processes and activities. The Group Chief Internal Auditor reviews the effectiveness of business unit audit committees and audit processes on behalf of the Group Audit Committee and ensures that material business unit audit issues are reported to it. 1. Constitution 1.1 The Board of Directors hereby resolves to establish a Committee of the Board to be known as the Audit Committee. 2. Membership 2.1 The Audit Committee shall be appointed by the Board of Directors. The membership shall be drawn from non-executive directors, each of whom shall in the judgement of the Board be independent (as such term is defined under applicable law/regulations). The Committee shall consist of not less than three members. 2.2 The Board shall appoint a Chairman of the Committee from amongst the membership of the Committee. 2.3 The Board may nominate one or more of the Committee’s members as a designated “audit committee financial expert.” 2.4 The quorum for a meeting of the Committee is two members. 3. Authority The Committee is authorised by the Board to: 3.1 establish an Auditor ...