Direct Line Insurance Group plc (the Company ) Board Risk Committee (the Committee ) Terms of Reference

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1 Direct Line Insurance Group plc (the Company ) Board Risk Committee (the Committee ) Terms of Reference Chair An Independent Non-Executive Director In the absence of the Committee Chairman and an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting. Members At least three Independent Non-Executive Directors, one of whom is the Chairman of the Audit Committee. Members of the Committee shall be appointed by the Board on the recommendation of the Nomination Committee in consultation with the Chairman of the Board Risk Committee. Appointments to the Committee shall be for a period of up to three years, which may be extended for further periods of up to three years, provided the director still meets the criteria for membership of the Committee. In addition to the requirements of the UK Corporate Governance Code (the Code ), to be considered independent, a member of the Committee may not, other than in his or her capacity as a member of the Committee, the Board or any other committee of the Board: accept (directly or indirectly) any consulting, advisory, or other compensatory fee from the Company or any of its subsidiaries (the Group ); or be an Affiliated Person of the Group. An Affiliated Person of the Group means any person who, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the Group. In Attendance (if applicable) Only members of the Committee have the right to attend Committee meetings. However, the Committee may at its discretion invite other individuals to attend meetings. In particular, the following usually attend meetings at the invitation of the Committee: : Chief Financial Officer Chief Risk Officer Chief Executive Officer; Head of Internal Audit General Counsel & Company Secretary Representatives of the external auditors. Quorum Any two members, one of whom is the Chairman of the Board Risk Committee or the Chairman of the Audit Committee. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee. Meeting Frequency The Committee shall meet at least four times a year at appropriate times in the risk and regulatory reporting cycle and otherwise, as required.

2 Each year, the Committee shall have at least one meeting, or part thereof, with the Chief Risk Officer without executive directors or management being present. The Committee Chairman shall meet, at least twice a year, with the Chief Risk Officer without executive directors or management being present. Secretary The Secretary of the Committee shall be a member of Direct Line Group Secretariat. Main Responsibilities The Committee will be responsible for:- a) Providing oversight and advice to the Board in relation to current and potential future risk exposures of the Group and future risk strategy, including determination of risk appetite and tolerance. b) Assisting on such other matters as may be referred to it by the Board. c) Promoting a risk awareness culture within the Group. d) Reporting to the Board, identifying any matters within its remit in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken. e) Obtaining, at the Group s expense, outside legal or other professional advice it deems necessary, on any matter within its terms of reference. The Committee will operate under delegated authority from the Board. Detailed Responsibilities The detailed responsibilities of the Committee are: 1. Risk Strategy and Policy To review, and recommend to the Board, the design and implementation of risk management and measurement strategies across the Group and the procedures for monitoring the adequacy and effectiveness of those processes. To review the design and implementation of risk management policy across the Group, in particular the operation of the Policy Framework (including the Internal Model and the ORSA process). To consider the Group's risk profile relative to current and future Group strategy and risk appetite and identify any risk trends, concentrations or exposures and any requirement for policy change. 2. Risk Profile To review the performance of the Group relative to risk appetite and to receive and review reports from Risk Management and Compliance, and Finance (in relation to financial, treasury and liquidity risk) relating to any significant issues that require, or are subject to, remedial action or recommendation arising in the period under review. To review, monitor and understand the risk profile of the Group. This is

3 undertaken through the ongoing process of the identification, evaluation, quantification and management of all material risks both current and potential future, in particular longer term macro and strategic threats to the Group. To report to the Board on its consideration of the above matters, identifying those areas where improvement is needed and making recommendations as appropriate. 3. Risk Appetite, Framework and Limits (d) (e) (f) (g) (h) To consider and recommend for approval by the Board, the Group s risk appetite, framework and tolerance levels for current and future strategy, taking into account the Group s current and required regulatory and economic capital adequacy, in line with the Internal Model, where appropriate, and the external risk environment. To recommend to the Board on an annual basis, the financial, insurance, market, investment, credit, country, concentration, regulatory, reputational and conduct, operational and strategic risk appetite and related authorities, limits and mandates, including appropriate economic and regulatory capital requirements. To review stress and scenario testing of the Group s business and strategic plans and receive reports on the outcomes that explain the resultant impact on the adequacy of its economic and regulatory capital resources. To review the due diligence of any proposed material strategic transaction (involving a material merger, acquisition or disposal) prior to the Board approval of the transaction focussing in particular on the risk aspects and resultant implications on the Group s risk appetite framework, Internal Model, solvency requirements and resource implications. To review reports on any material breaches of risk limits and the adequacy of proposed action. To keep under review the effectiveness of the Group s risk management systems. To satisfy itself that risk-based information is used effectively by the management and the Board. In relation to risk assessment: keep under review the Group s overall risk assessment processes that inform the Board s decision making, ensuring both qualitative and quantitative metrics are used; review regularly and approve the parameters used in these measures and the methodology adopted; keep under review the effectiveness of the issues and escalation procedures within the Group; and set a standard for the accurate and timely monitoring of large exposures and certain risk types of critical importance. 4. Risk Management Operating Model To review the Terms of Reference for the Risk Management Committee.

4 To approve the Risk Management and Compliance annual operational plans with reference to the appropriateness of the scope and timing of proposed coverage in relation to risk. To consider the adequacy and effectiveness of resource within Risk Management and Compliance. (d) To review the scope and nature of the work undertaken by Risk Management and Compliance (noting any significant issues in the period under review and work planned for the next period) in connection with: Insurance risk; Investment risk Market risk; Credit risk; Operational risk; Regulatory risk and Compliance; Strategic risk; Reputational risk; Conduct risk; and Balance Sheet risk (capital, liquidity and funding). 5. Risk Architecture a) To consider the adequacy and effectiveness of the technology infrastructure supporting the risk management framework. b) To ensure the suitability of data captured, including its compliance with Data Quality requirements. To facilitate appropriate modelling, data analysis and to enable timely and effective management information to be produced for risk monitoring and risk based decision making purposes. 6. Whistleblowing and fraud a) To review the adequacy and security of the Group s arrangements for its employees and contractors to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. b) To review the Group s procedures for detecting internal and external fraud and the prevention of bribery and to receive reports on non-compliance. c) To review regular reports from the Money Laundering Reporting Officer and the adequacy and effectiveness of the Group s anti-money laundering and sanctions systems and controls. 7. Remuneration a) To provide qualitative and quantitative advice to the Remuneration Committee on risk weightings to be applied to performance objectives which are incorporated within the incentive structure for the Executive Directors and Senior Executives. b) To provide advice as required to the Remuneration Committee on the Remuneration Policy and the implications of the Remuneration Policy for risk and risk management.

5 c) To review the year-end performance of individual Executive Committee members where appropriate against risk objectives. d) To make recommendations on the appropriateness of clawbacks to the Remuneration Committee prior to the release of deferred awards. e) To review LTIP performance targets and review adequacy of risk management during the performance period prior to vesting. 8. Risk Management Committee To exercise oversight of the Risk Management Committee, reviewing all matters that are referred to this Committee for consideration, including regular reports that assess the nature and extent of risks facing the Group, including the likelihood of the risks concerned materialising, and escalate to the Board as appropriate. 9. Chief Risk Officer The Chief Risk Officer ( CRO ) will report directly to the Chief Executive Officer. The CRO will also have a dotted reporting line to the Committee, with a right of access to the Committee s Chairman. The Committee will make recommendations to the Board on the: appointment and removal of the CRO; and acceptance, agreement and the specific terms of the CRO s resignation or termination of contract. The Committee will make recommendations regarding the remuneration arrangements of the CRO to the Chairman of the Remuneration Committee. Governance and Resources The Committee shall: a) Share information with the Audit Committee by virtue of the common or overlapping membership with that Committee: b) Have access to sufficient resources in order to carry out its duties, including but not limited access to the Company Secretariat and the external actuaries, for assistance as required. c) Be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members. d) Give due consideration to laws and regulations, the provisions of the Code and the requirements of the UK Listing Authority s Listing, Prospectus and Disclosure and Transparency Rules and any other applicable Rules, as appropriate. e) Oversee any investigation of activities which are within its terms of reference. f) Arrange for periodic reviews of its own performance and, at least annually, review its constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

6 The Committee is authorised to: a) Seek any information it requires from any employee of the Group in order to perform its duties. b) Obtain, at the Group s expense, outside legal or other professional advice on any matter within its terms of reference. c) Call any employee to be questioned at a meeting of the Committee as and when required. d) Have the right to publish in the Annual Report and Accounts details of any issues that cannot be resolved between the Committee and the Board. Reporting The Committee s duties and activities during the year shall be disclosed in the Annual Report and Accounts and the Committee shall make its terms of reference available to shareholders via the Group s website. The Committee Chairman shall attend the annual general meeting to answer shareholder questions on the Committee s activities. The Committee Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

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