2.2 Reviewing the company s internal financial controls and the company s internal control and risk management systems;

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1 Beazley plc Audit and Terms of reference Approved by board resolution dated 23 July Objectives To assist the board of directors in fulfilling its oversight responsibilities for the financial reporting process, the system of internal control, the audit process, and the company's process for monitoring compliance with laws and regulations and the code of conduct. To oversee that an effective risk management process occurs in the major regulated subsidiaries (being Beazley Furlonge Ltd, Beazley Re Limited and Beazley Insurance Company Inc) and to ensure that the Beazley group has an effective framework and process for managing its risks. 2. Scope The audit and risk committee is responsible for: Audit 2.1 Monitoring the integrity of the company s financial statements, together with any operating and financial review, interim report, preliminary or other formal announcement relating to the company s financial performance, and reviewing significant financial reporting judgements contained in them, before submission to, and approval by, the board, and before clearance by the external auditors; 2.2 Reviewing the company s internal financial controls and the company s internal control and risk management systems; 2.3 Recommending to the board the appointment, or termination of appointment, of the head of the internal audit function; 2.4 Monitoring and reviewing the effectiveness of the company s internal audit function; 2.5 Recommending to the board the approval of the internal audit plan and considering outstanding points from previous audits; 2.6 Reviewing and approving the internal audit charter and internal audit plan at least annually; 2.7 Reviewing internal audit reports and making recommendations to the board; 2.8 Reviewing and monitoring the effectiveness of the internal audit plan and resources;

2 2.9 Reporting any identified issues and recommendations to the board; 2.10 Making recommendations to the board, for it to put to the shareholders for their approval in general meetings, in relation to the appointment, reappointment and removal of the external auditors and the remuneration and terms of engagement of the external auditors, whilst excluding anything required to be done by a regulated entity in this regard; 2.11 Reviewing the arrangements by which employees of the group may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters. The audit and risk committee s objective should be to ensure that arrangements are in place for the proportionate and independent investigation of such matters and for appropriate follow-up action; 2.12 Reviewing and monitoring the external auditors independence and objectivity and the effectiveness of the audit process, taking into consideration relevant professional and regulatory requirements; 2.13 Developing and monitoring policy on the engagement of the external auditors for all group company auditors to supply non-audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm; 2.14 Ensuring that audit and risk committee meetings are used as an open avenue of communication between compliance, internal audit, the external auditors and the board; 2.15 To report to the board, 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; and 2.16 To report to the board on how it has discharged its responsibilities Advise the board on the company s risk management framework, which includes the risk management objectives, risk appetite, risk culture and the assignment of risk management responsibilities in relation to the risk categories detailed in schedule 1; 2.18 Review risk reports and management information to enable a clear understanding of the key risks and controls in the business that inform the board s decision making, ensuring both qualitative and quantitative metrics are used; 2.19 Review any breaches of risk appetite and the adequacy of proposed action; 2.20 Review entries on the company s risk and events log and the adequacy of proposed actions; 2.21 Review the identification of future risks, including considering emerging trends and future risk strategy; 2.22 Review and monitor management s responsiveness to the findings and recommendations of the chief risk officer; and

3 2.23 Review the remit and consider the performance of the risk management function to ensure it has adequate resources and appropriate access to information to enable it to perform its function effectively. 3. Actuaries In respect of any firm of consulting actuaries which may be appointed by the company to carry out the role of SAO and/or review of insurance reserving, the audit and risk committee will be responsible for: Recommending their appointment and termination; Recommending their terms of reference; Receiving regular reports from the consulting actuaries concerned, independently of management where necessary; Determining their independence; Monitoring their performance; and Recommending to the board the approval of their fees. The audit and risk committee will not consider anything required to be done by a regulated entity in this regard. 4. Members The audit and risk committee shall comprise not less than three independent non-executive directors who, together with the committee chairman, shall be appointed by the board on the recommendation of the nomination committee. Other individuals will be required to attend when required by the audit and risk committee. The committee may request other directors, management, staff or external advisors to attend the committee for the purpose of informing or assisting the committee in the discharge of its duties. These will normally include: The chief executive officer, the chief financial officer; the chief underwriting officer; the chief risk officer; and the head of internal audit; Selected executive management representing Beazley s business operations; and Representation from the compliance functions. The company secretary or their appointed nominee shall act as secretary to the committee. 5. Quorum A quorum of the committee shall be two. 6. Frequency and location The committee shall meet prior to the Beazley plc board meetings: 6.1 Meetings shall be aligned with those of the board, and occur at such a time before

4 a board meeting so that all business can be properly and fully conducted and referrals and minutes passed to the board in line with the requirements of the board; 6.2 At least quarterly or at any time if requested to the chairman by any committee member or the external auditors; and 6.3 At least annually with the internal and external auditors without management to discuss matters relating to its remit and issues arising from the audits. 7. Authority and reporting responsibility The committee is authorised by the board to: Investigate any activity within these terms of reference; Seek any information it requires from any employee of Beazley in order to perform its duties; and Obtain legal or other independent professional advice or assistance from outsiders with relevant expertise and experience, as it considers necessary, at the company s expense. The committee will receive reports from the audit and risk committees of the regulated subsidiaries. The committee chairman or their nominee will report formally to the board following all committee meetings, at least quarterly at all scheduled board meetings, and at such other times as necessary. 8. Terms of Reference The audit and risk committee shall review annually its terms of reference and its own effectiveness and recommend any necessary changes to the board. 9. Distribution of Minutes The minutes for each audit and risk committee meeting shall be made available by the company secretary to the whole board and the external auditors. 10. UK Corporate Governance Code The audit and risk committee shall comply with the UK Corporate Governance Code.

5 Schedule 1 Beazley plc risk register Category Insurance owner event Neil Maidment Underwriting risk - Catastrophe risk Reserve strength risk to earnings (interest rate, exchange rate, default) Underwriting Asset Martin Bride Market outlier Asset concentration risk Mismatch risk Investment Complex instruments Asset operational risk Investment Martin Bride Finance Reporting Finance Management Information Operations Inappropriate capital level Inappropriate capital structure Operational Andrew Pryde Internal model is not used Internal model is not understood Internal model has not been built as intended and Regulatory Information Security Ian Fantozzi Commercial Management (procurement, real estate, outsourcing oversight) External event (IT, Talent Management, Commercial Management) Operations Talent Management (including recruitment, HR admin, performance management) Group Andrew Horton Contagion risk Culture risk Regulatory compliance risk Regulatory and legal Rob Anarfi Regulatory reporting Financial crime risk Sian Coope Governance Strategy decisions Environmental factors External communication Strategic Andrew Horton Reputation Corporate transaction Crisis management Flight Senior management performance