September 2024

Benchmarks Oversight Committee
Terms of Reference
Refinitiv Benchmark Services (UK) Limited (RBSL)

1. INTRODUCTION
1.1. Background
RBSL administers a number of Benchmarks in accordance with the relevant obligations of the International Organisation ofSecurities Commissions (“IOSCO”) Principles for Financial Benchmarks, and the UK Benchmark Regulation (“BMR”).
1.2. Regulatory Requirements
RBSL is authorised and regulated in the UK by the Financial Conduct Authority (“FCA”), FCA Reference Number 610678.
RBSL, acting in the capacity of a Benchmark Administrator, is required to select a balanced group of persons to represent anOversight Function. The oversight requirements outlined in UK BMR and related Regulatory Technical Standards andGuidelines are applied to the Benchmarks.
1.3. Refinitiv Benchmark Oversight Committee
The Refinitiv Benchmark Oversight Committee was established by RBSL to provide oversight 1 of all aspects of the provision 2 ofthe following Refinitiv Benchmarks, including benchmark methodology and control framework (please refer to section 3 in theseTerms of Reference for a full list of Oversight Committee responsibilities, in line with the requirements of the UK BMR and theInternational Organisation of Securities Commissions (“IOSCO”) Principles).
••••••

Saudi Arabian Interbank Offered Rate (“SAIBOR”) & Saudi Arabian Interbank Offered Rate (“SAIBID”)
FTSE Convertible Indices
FTSE Term SONIA
Tokyo Swap Rate
FTSE USD IBOR Cash Fallbacks
FTSE Term €STR

In line with IOSCO Principles 5, the oversight function is meant to “review and provide challenge on all aspects of the Benchmark determination process”.
In line with the definition in the UK Benchmark Regulation, “provision of a benchmark” means administering the arrangements for determining a benchmark; collecting, analysing orprocessing input data for the purpose of determining a benchmark; and determining a benchmark through the application of the benchmark methodology.

12Benchmarks Oversight Committee Terms of Reference

2. REFINITIV BENCHMARKS OVERSIGHT COMMITTEE
2.1. Chair and Secretary
The Oversight Committee shall have a Chair, who is elected by the Committee members and is responsible for the overall
direction and coordination of the committee, and a Committee Secretary.
2.2. CompositionRefinitiv Benchmarks Oversight Committee follows the following guidelines in relation to its membership composition:
A minimum of four members
Majority of the Committee shall be composed of independent members
At least one person that is directly involved in the provision of the benchmark will be invited as a non-voting member
At least one person responsible for managing the business related to the benchmarks will be invited as a non-votingmember• One named representative from the RBSL Board may be invited as a non-voting member• One named Compliance representative will be invited as a non-voting member••••

The Oversight Committee must not include any voting members who are members of the RBSL Board.
The Oversight Committee may invite additional attendees or observers where required.
The quorum of the committee is three-fifths of the voting membership.
The nomination criteria to select committee members with voting rights, including the evaluation of the potential committee
members’ expertise and skills, are published on the Benchmark Regulation | LSEG website. Assessment of whether potential
candidates for committee membership can meet the time commitments required is also undertaken.
The list of members of the Oversight Committee will be published on the Benchmark Regulation | LSEG website.
2.3. Conflict of Interest
Committee members should, in appearance and reality, remain independent and free from any business or other relationshipwhich could pose an actual or perceived conflict of interest. All actual or perceived conflicts of interest must be disclosed by theprospective member during the interview process. In cases where a candidate does have a potential or actual conflict of interest,
RBSL must be satisfied that the conflict can be adequately managed before the candidate can formally join the OversightCommittee. This will ensure that no conflict of interest can materially impinge upon an individual member’s ability to exercise
their independent judgment in the Oversight Committee.
All Committee members are appointed based on individual knowledge and experience not any current role they may hold within
an organisation. However, if their role were to change then Committee members are required to inform RBSL to ensure aconflicts of interest check is carried out.
A conflicts of interest check is performed before every Committee meeting. Committee members must disclose in writing to thecommittee the nature and extent of any conflict of interest. In the event of a conflict of interest, the member or participant subject
to conflict will be excluded from discussions on the relevant topic and will not be able to vote on this topic. The matter will berecorded in the meeting minutes.
All Committee members are required to 1) reconfirm their membership information, 2) declare fitness and propriety and conflictof interest changes, 3) re-attest adherence to the confidentiality agreement on an annual basis.
2.4. Confidentiality
All members of the Oversight Committee are required to sign a confidentiality agreement prior to their formal participation in theCommittee, which will cover, among other things, insider information.
All members should not disclose any sensitive information received, produced or discussed by the Oversight Committee. As anannual process, all the members will be asked to agree with and adhere to the Confidentiality Agreement.

FTSE Russell

2

Benchmarks Oversight Committee Terms of Reference

2.5. Meeting Procedures
2.5.1

Meeting frequency
The committee shall meet on at least a quarterly basis. Committee members may participate in committee meetings inperson or virtually.

2.5.2

Meeting arrangements
Notice of each meeting confirming the date, time and place, together with an agenda of items to be discussed andpresentation materials, shall be forwarded by email to each member of the committee and any other person required toattend. The Committee Secretary shall endeavour to provide such notice at least seven days prior to the date of themeeting, but, at a minimum, will provide no less than one day’s notice before the date of the meeting.

2.5.3

Voting/decision making
Each voting member of the Committee shall have one vote. A vote of the majority is necessary for the approval of anyresolution. In the event of an equality of votes the Chair shall have the casting vote.
Matters which are the subject of a vote may be decided in person, by telephone or via electronic mail or other similar
communication, as determined by the Chair.
The decisions taken by the Committee shall be recommendations addressed to the RBSL Management which shall duly
consider and keep a record of such recommendations. If the Committee becomes aware that the RBSL Management
acts or intends to act contrary to any such recommendations, it shall record that fact clearly in the minutes of its next
meeting pursuant to section 2.5.4.

2.5.4

Minutes
The minutes shall be circulated to members of the Committee for their review and comment. Committee members will
be asked to approve the minutes at the subsequent Committee meeting, or via email, as a true and accurate record of
the proceedings of the meeting to which they refer.

FTSE Russell

3

Benchmarks Oversight Committee Terms of Reference

3. RESPONSIBILITIESThe following are the responsibilities of the Refinitiv Benchmarks Oversight Committee for all benchmarks in scope of thisCommittee:(a) reviewing the benchmark's definition and methodology at least annually;(b) overseeing any changes to the benchmark methodology and being able to request the administrator to consult on suchchanges;(c) overseeing the administrator's control framework, the management and operation of the benchmark;(d) reviewing and approving procedures for cessation of the benchmark, including any consultation about a cessation;(e) overseeing any third party involved in the provision of the benchmark, including calculation or dissemination agents;(f) assessing internal and external audits or reviews, and monitoring the implementation of identified remedial actions;(g) reporting to the relevant competent authorities any misconduct by the administrator, of which the oversight function becomesaware, and any anomalous or suspicious input data.

FTSE Russell

4

ABOUT FTSE RUSSELL
FTSE Russell is a leading global provider of index and benchmark solutions, spanning diverse asset classes and investment objectives. As a trusted
investment partner we help investors make better-informed investment decisions, manage risk, and seize opportunities.
Market participants look to us for our expertise in developing and managing global index solutions across asset classes. Asset owners, asset
managers, ETF providers and investment banks choose FTSE Russell solutions to benchmark their investment performance and create investment
funds, ETFs, structured products, and index-based derivatives. Our clients use our solutions for asset allocation, investment strategy analysis andrisk management, and value us for our robust governance process and operational integrity.
For over 35 years we have been at the forefront of driving change for the investor, always innovating to shape the next generation of benchmarks
and investment solutions that open up new opportunities for the global investment community.
CONTACT US
To learn more, visit lseg.com/ftse-russell; email info@ftserussell.com; or call your regional Client Service team office:
EMEA +44 (0) 20 7866 1810

Asia-PacificNorth America +1 877 503 6437

Hong Kong +852 2164 3333
Tokyo +81 3 6441 1430
Sydney +61 (0) 2 7228 5659

Disclaimer© 2024 London Stock Exchange Group plc and its applicable group undertakings (“LSEG”). LSEG includes (1) FTSE International Limited (“FTSE”), (2) Frank Russell Company(“Russell”), (3) FTSE Global Debt Capital Markets Inc. and FTSE Global Debt Capital Markets Limited (together, “FTSE Canada”), (4) FTSE Fixed Income Europe Limited (“FTSE FIEurope”), (5) FTSE Fixed Income LLC (“FTSE FI”), (6) FTSE (Beijing) Consulting Limited (“WOFE”) (7) Refinitiv Benchmark Services (UK) Limited (“RBSL”), (8) Refinitiv Limited (“RL”)
and (9) Beyond Ratings S.A.S. (“BR”). All rights reserved.
FTSE Russell® is a trading name of FTSE, Russell, FTSE Canada, FTSE FI, FTSE FI Europe, WOFE, RBSL, RL, and BR. “FTSE®”, “Russell®”, “FTSE Russell®”, “FTSE4Good®”,“ICB®”, “Refinitiv” , “Beyond Ratings®”, “WMR™” , “FR™” and all other trademarks and service marks used herein (whether registered or unregistered) are trademarks and/or service
marks owned or licensed by the applicable member of LSEG or their respective licensors and are owned, or used under licence, by FTSE, Russell, FTSE Canada, FTSE FI, FTSE FI
Europe, WOFE, RBSL, RL or BR. FTSE International Limited is authorised and regulated by the Financial Conduct Authority as a benchmark administrator. Refinitiv Benchmark
Services (UK) Limited is authorised and regulated by the Financial Conduct Authority as a benchmark administrator.
All information is provided for information purposes only. All information and data contained in this publication is obtained by LSEG, from sources believed by it to be accurate andreliable. Because of the possibility of human and mechanical inaccuracy as well as other factors, however, such information and data is provided “as is” without warranty of any kind.
No member of LSEG nor their respective directors, officers, employees, partners or licensors make any claim, prediction, warranty or representation whatsoever, expressly or impliedly,
either as to the accuracy, timeliness, completeness, merchantability of any information or LSEG Products, or of results to be obtained from the use of LSEG products, including but notlimited to indices, rates, data and analytics, or the fitness or suitability of the LSEG products for any particular purpose to which they might be put. The user of the information assumes
the entire risk of any use it may make or permit to be made of the information.
No responsibility or liability can be accepted by any member of LSEG nor their respective directors, officers, employees, partners or licensors for (a) any loss or damage in whole or inpart caused by, resulting from, or relating to any inaccuracy (negligent or otherwise) or other circumstance involved in procuring, collecting, compiling, interpreting, analysing, editing,transcribing, transmitting, communicating or delivering any such information or data or from use of this document or links to this document or (b) any direct, indirect, special,consequential or incidental damages whatsoever, even if any member of LSEG is advised in advance of the possibility of such damages, resulting from the use of, or inability to use,such information.
No member of LSEG nor their respective directors, officers, employees, partners or licensors provide investment advice and nothing in this document should be taken as constituting
financial or investment advice. No member of LSEG nor their respective directors, officers, employees, partners or licensors make any representation regarding the advisability ofinvesting in any asset or whether such investment creates any legal or compliance risks for the investor. A decision to invest in any such asset should not be made in reliance on any
information herein. Indices and rates cannot be invested in directly. Inclusion of an asset in an index or rate is not a recommendation to buy, sell or hold that asset nor confirmation thatany particular investor may lawfully buy, sell or hold the asset or an index or rate containing the asset. The general information contained in this publication should not be acted upon
without obtaining specific legal, tax, and investment advice from a licensed professional.
No part of this information may be reproduced, stored in a retrieval system or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise,
without prior written permission of the applicable member of LSEG. Use and distribution of LSEG data requires a licence from LSEG and/or its licensors.