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(the “Company”) has heretofore constituted and established a Finance/Risk Management Committee of the Board (the“Committee”) with the authority, responsibility and specific duties as described in this Finance/Risk Management Committee Charter (this “Charter”) .  \nI. Purpose  \nThe general purpose of the Committee is to assist the Board in fulfilling its responsibility to oversee the Company’s (i) review and evaluation of corporate finance and capital allocation strategies and (ii) identification, assessment and management of its principal risks, pursuant to the Group 1 Automotive, Inc. Authority Limits and Financial Guidelines (the “Guidelines”), as more specifically described below.  \nThe Committee’s role is one of oversight, recognizing that management is responsible for executing the Company’s risk management policies and procedures. While the Committee has the responsibilities and powers set forth in this Charter, management is ultimately responsible for designing, implementing and maintaining an effective risk management program.  \nII. Composition  \nThe Committee shall consist of at least four members of the Board. Each member of the Committee shall be appointed by, and serve at the discretion of, the Board, based on the recommendation of the Governance & Corporate Responsibility Committee. Committee members may be removed from the Committee by the Board at any time, with or without cause, and any vacancies will be filled by the Board. The Chair of the Committee shall be a member of the Committee designated by the Board based on the recommendation of the Governance & Corporate Responsibility Committee or, if no such designation is made, elected by the affirmative vote of the majority of the Committee.  \nIII. Authority and Responsibilities  \nThe Committee is delegated all authority of the Board as may be required or advisable to fulfill the purposes of the Committee as more specifically delineated below. Without limiting the generality of the preceding statements:  \nA. Authority  \nThe Committee has the authority to:  \n1. Conduct or authorize investigations into any matter within the scope of the responsibilities delegated to the Committee, including to require any officer, employee or advisor of the Company to meet with the Committee or any of its advisors;  \nApproved February 11, 2025  \n2. Retain and determine funding for, and approve or modify contractual terms and fees payable to, legal counsel, accounting experts, or other experts and advisors, in the Committee’s sole discretion and as it deems necessary or appropriate in carrying out its duties. The Company must provide for payment of (a) compensation, as determined by the Committee, to such advisors engaged by the Committee and (b) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties; and  \n3. Delegate to its Chair, any one of its members or any subcommittee it may form, the responsibility and authority for any particular matter, as it deems appropriate from time to time under the circumstances and consistent with applicable law. Each subcommittee will keep minutes and regularly report to the Committee.  \nB. Responsibilities  \nThe Committee has the following responsibilities:  \n1. Review and authorize finance-related activities within limits prescribed by the Board.  \n2. Review and provide guidance to the full Board regarding the Company’s:  \na) financial condition and capital structure;  \nb) long-term and short-term financial policies and objectives, including dividend policy, plans or programs for the repurchase or redemption of Company securities and capital and debt issuances;  \nc) financial strategies, guidelines and procedures, related to offbalance sheet transactions, hedging transactions, capital and other investments, including investment of the Company’s cash reserves and material loans or adva","cbCaimLQbz7jUF8V","https://ap.wps.com/l/cbCaimLQbz7jUF8V","pdf",217651,"English","# Purpose\n## Composition\n## Authority and Responsibilities\n### Authority\n### Responsibilities","[{\"question\":\"What is the main purpose of the Finance/Risk Management Committee?\",\"answer\":\"To assist the Board by overseeing review and evaluation of corporate finance and capital allocation strategies and by identifying, assessing, and managing principal risks.\"},{\"question\":\"How is the Committee composed and appointed?\",\"answer\":\"It consists of at least four Board members appointed by the Board based on the recommendation of the Governance \\u0026 Corporate Responsibility Committee, with the Chair designated by the Board or elected by the majority vote of the Committee.\"},{\"question\":\"What responsibilities does the Committee have regarding risk management and specific risk areas?\",\"answer\":\"It reviews and approves risk management-related activities, assesses major risk exposures and monitoring steps, oversees insurance programs, and reviews cyber security, information security, and artificial intelligence risk exposures, including related communications and recommendations to the Board.\"}]","Group 1 Automotive Finance/Risk Management Committee Charter - Approved February 11, 2025 | PDF"]