LafargeHolcim Ltd. Finance & Audit Committee Charter Review date: July 28, 2015

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1 LafargeHolcim Ltd Finance & Audit Committee Charter Review date: July 28, Purpose 1.1 Mission The Finance & Audit Committee ( FAC ) is an expert committee formally appointed by the Board of Directors ( Board ) of LafargeHolcim Ltd ( Company ). Its mission is to support the Board in the performance of its supervisory duties, in particular in the following areas: financial reporting of the Company and its affiliated entities (the Group ) and compliance with the applicable accounting standards; risk management process at Group level, including through internal control systems, and compliance by the Group with legal and regulatory requirements; external and internal auditing of the Group, and; advising, making assessments, commenting, preparing and submitting of matters, as well as putting forward of motions, commenting and preparing of significant matters falling in the authority of the Board as deemed appropriate by the FAC Duties Financial Reporting Within the framework of its mission the FAC has in particular the following duties in the area of financial reporting: accepting, reviewing and making related recommendations in view of reporting to the Board by carrying out a preliminary review with management and the external auditors of the draft statutory and consolidated financial statements, including quarterly, semi-annual and annual statements prepared by the management, and giving an opinion thereof in the context of their presentation to the Board. The review of the financial statements by the FAC must be accompanied by a review of the key points arising from external audit and of the accounting options adopted. LafargeHolcim Ltd 1/8

2 1.2.2 Duties Financial Rporting (cont.) reviewing the financial reporting of the Company and compliance with the applicable accounting standards by reviewing the draft quarterly, semi-annual and annual statements, including related media releases, prior to publication and ensuring that the external auditors assess the relevance and consistency of the accounting methods adopted for the preparation of the consolidated or statutory financial statements; reviewing financial disclosures issued to the stakeholders prior to publication; reviewing the financing situation of the Company and any related issues, and; reviewing the treatment of major transactions at Group level, together with all the accounts prepared for specific transactions (asset purchases, mergers, market operations, pre-payments of dividends, etc.) Duties - Internal Controls & Corporate Governance Within the framework of its mission the FAC has in particular the following duties in the area of internal controls & corporate governance: reviewing the efficiency, effectiveness and reporting of the internal control systems applied in the group by reviewing significant reports prepared by internal control function, by ensuring the internal control function is effective, efficient, adequately structured, staffed and resourced, by reviewing significant matters highlighted by internal and external auditors in relation to internal control and by ensuring adequate responses are put forward by management; reviewing the efficiency, effectiveness and reporting of the risk management process by ensuring that appropriate means and measures are put in place to enable identification, analysis and continuing improvement in the management of risks to which the Group may be exposed as a result of its operations, by reviewing reports prepared for an annual risk assessment and by reviewing the risk management function (effectiveness, efficiency, adequate structure, staffing, resources, adequate responses); 2/8

3 1.2.4 Duties - Internal Controls & Corporate Governance (cont.) ensuring that procedures are put in place for the receipt, retention and treatment of complaints (whistleblowing system), in particular accounting and financial related complaints; be informed of all third party complaints and of any internal information criticizing accounting documents or the Company s internal control procedures, as well as of procedures put in place for this purpose, and of the remedies for such complaints and criticism; assessment of the Group s code of conduct and of the Group s organisation rules, to the extent it has effects on the activities and the functions of the FAC, and: assessing the developments in the area of corporate governance, to the extent these have effects on the activities and the functions of the FAC Duties - External and Internal Audit Within the framework of its mission the FAC has in particular the following duties in the area of external and internal audit: External Audit Reviewing reports of the external auditing functions of the group by: discussing regularly with the external auditors the content of their reports on the work carried out, the methods used and their conclusions and findings. Assessing the group s external audit arrangements by: Proposing to the Board, where necessary, a decision on any difference of opinion between external auditors and the management that may arise either when the work in question is performed or from its contents; assisting the Board in ensuring that the rules, principles and recommendations safeguarding the independence of the external auditors are followed; for such purposes, the members of the FAC will, by way of delegation by the Board of Directors, have the task of: supervising the procedure for the selection, renewal (by invitation to tender) or removal of the external auditors and notifying the Board of its recommendation in this respect; updating the list of duties of the external auditors, in the light of developments in the rules and best practices in this area; approving all fees for audit and non-audit related services provided by the external auditors; 3/8

4 1.2.5 Duties - External and Internal Audit (cont.) ensuring that no prohibited duty unrelated to the audit is entrusted to the external auditors of the Company; reporting to the Board on the steps it has taken, including submission to the Board for ratification as appropriate. Internal Audit Reviewing reports of the internal auditing functions of the group by: reviewing significant reports prepared by internal audit and ensuring adequate responses are put forward by management. Assessing the group s internal audit arrangements by: reviewing the Group s internal audit plan and the internal audit function (effectiveness, efficiency, adequate structure, staffing, resources, and adequate responses) Duties Legal & Compliance Within the framework of its mission the FAC has in particular the following duties in the area of legal & compliance: Reviewing the legal & compliance function and its reports submitted by: reviewing the reports prepared by the Group legal & compliance function on significant legal cases and compliance matters; assessing the Group s compliance with legislation, articles of incorporation, rules and group policies and directives; reviewing the processes and procedures for the monitoring of compliance legislation, articles of incorporation, rules and group policies and directives, and; assessing the Group s Legal & Compliance Function (effectiveness, efficiency, adequate structure, staffing, resources, adequate responses). 1.3 Communication The dialogue between the FAC, the external and internal auditors, the legal & compliance, risk management, finance, controlling and any other line, staff or divisional departments, the executive committee and the Board is based on the principle of open communication and information sharing. The Board shall be adequately informed about the FAC s activities. 4/8

5 2. Powers 2.1 Authorisation The FAC is empowered by the Board to investigate all activities that fall within its field of duties and responsibilities. It is empowered to obtain the information needed to fulfil its duties from all relevant functions. Upon request of the FAC, the functions are required to procure the information requested and to give the corresponding explanations. 2.2 Professional support 2.3 Legal & Compliance 2.4 Group Internal Audit The FAC is authorised by the Board to obtain subject-specific advice from third parties and to invite such parties to its meetings. The Head Legal & Compliance and Group General Counsel reports directly to the CEO and has a functional reporting line to the Chairman of the FAC. The Head Group Internal Audit reports directly to the CEO, has a functional reporting line to the Chairman of the FAC and is mandated on the basis of the Group s internal audit charter which describes the mission, authority, accountability, reporting, responsibility and scope of work of Group s Internal Audit s activities. 3. Composition 3.1 Requirements The FAC shall be composed of at least four members of the Board as follows: all members shall be independent based on Appendix 1 of the Swiss Code of Best Practice for Corporate Governance, and; all members of the FAC shall have a basic knowledge of finance and accounting. At least one member of the FAC shall have recognized specialist competence in finance and accounting or experience in financial management. 3.2 Appointment The Chairman and the further members of the FAC are appointed by the Board and shall remain in office until resignation, or the due appointment and introduction of their successors. 3.3 Minute-taking The minutes are generally taken by the Secretary of the Board or, on a case by case basis, by a member of the FAC. 5/8

6 4. Meetings 4.1 General The FAC shall hold an ordinary meeting at least four times a year. The Chairman of the Board, the CEO and the CFO shall participate at the meetings ex-officio. At the discretion of the FAC Chairman, the external auditors the Head Group Internal Audit, the Head Legal & Compliance and Group General Counsel, the Head Risk Management of the Group and the members of the Executive Committee and other functions or third parties may be invited to attend all or part of the meetings. 4.2 Minutes The FAC shall report to the Board and shall submit the FAC minutes to the members of the Board for their information and as a basis for the adoption of relevant resolutions. 4.3 Compensation The Board shall determine the compensation of the chairman and the members of the FAC. 5. Standard Agenda Items and timing through the year The Standard Agenda Items to be dealt with by the FAC and the timing through the year for the FAC dealing with these Standard Agenda Items are set out in Attachment 1 to this FAC Charter. signed by A. Gut The Chairman of the Finance & Audit Committee signed by W. Reitzle The Chairman of the Board of Directors Date: July 28, /8

7 Annex 1 to the Finance & Audit Committee Charter Standard items of the agenda and timing through the year 1 st quarter: - Assessment and recommendation of annual financial statements, business report and media release/external report - Review of the audit report / annual review by the external Auditors - Professional qualifications & independence of the external auditors - Supervision of the procedure for selection, mandating, renewal (by tender) or removal of external auditors - Recommendation to Board for submission of external auditors for election by the general meeting - Regular internal audit update report, incl. responses/measures taken - Regular legal & compliance update report, incl. responses/measures Taken 2 nd quarter: - Assessment and recommendation to Board for 1 st quarter report (3 months) & media release/external report - Regular internal audit update report - Regular legal and compliance update report - Appraisal and assessment of external auditors - Management letter - Approval of non-audit related services provided by external auditors - Approval of audit fees - Approval of Eurobond Mid Term Notes ( EMTN ) note programme - The executive committee not being present, private discussion with the external auditors concerning any differences of opinion between the management and the external auditors and other information and/or communication problems. 7/8

8 3 rd quarter: - Assessment and recommendation to Board for half year report (6 months) & media release/external Report - Regular internal audit update report - Regular legal & compliance update report - Statement of independence of the members of the FAC - IFRS update - Assessment code of conduct, organizational rules (related to FAC), developments in corporate governance (related to FAC) - Yearly assessment of legal & compliance function, including complaints handling system (whistleblowing system) (effectiveness, efficiency, adequate structure, staffing, resources, adequate responses) 4 th quarter: - Assessment and recommendation to Board for 3 rd quarter report (9 months) & media release/external report - Assessment of internal control system (ICS) in relation to financial reporting (effectiveness, efficiency, adequate structure, staffing, resources, etc.) - Internal audit plan and function review (effectiveness, efficiency, adequate structure, staffing, resources, adequate responses) - Regular internal audit update report - Regular legal & compliance update report - Recommendations regarding corporate governance (related to FAC) - Monitoring & discussion of financial risk and respective risk management as well as insurance coverage - Risk management full year risk validation (effectiveness, efficiency, adequate structure, staffing, resources, adequate responses) - Performance assessment of FAC, incl. best practice in the area of FAC - Review of FAC Charter - Review of internal audit charter 8/8