The Committee will be composed of at least 9 individuals of whom:
- At least 2, and a maximum of 3 shall be Non-Executive Directors (as defined by the articles of association of the Company);
- At least 2, and a maximum of 3 shall be representatives of Clients of Clearing Members; and
- At least 2, and a maximum of 4 shall be representatives of Clearing Members.
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The duties of the Committee are to:
(a) advise the Board on any arrangements that may impact the risk management of the Company, including a significant change in its risk model, the default procedures, the criteria for accepting clearing members, the clearing of new classes of instruments and the outsourcing of functions;
(b) advise the Board in relation to developments impacting the risk management of the Company in emergency situations;
(c) monitor and assess the adequacy and effectiveness of the Company's risk management policies, procedures, and risk management systems and methodology; and
(d) discuss and advise the Board on the initial versions of, and any changes to the rulebook which impact on the risk management of the Company;
(e) review and make recommendations to the Board on the initial versions of, and any proposed changes to risk policies and arrangements:
For the avoidance of doubt, the Committee shall act in an advisory capacity to the Board and any recommendations made by the Committee shall not be binding on the Board or on the Company. In the event that the Board decides not to follow a recommendation of the Committee, the Company shall promptly inform the Bank of England.