Holcim Ltd

Audit Committee
Charter
Review date: February 25, 2014

This is a translation of the original German version of the Audit Committee Charter. The German
version is the only legally binding and shall prevail in case of discrepancy.

1. Purpose
1.1 Field

The Audit Committee (AC) is an expert committee formally

appointed by the Board of Directors (the Board) of Holcim Ltd
(Company). Its task and authorization is to support the Board in the
performance of its supervisory duties, in particular in the following
areas:
Acceptance, reviewing and making of related recommendations
in view of reporting to the Board;
Reviewing of the financial reporting of the Company and the
compliance with the applicable accounting standards;
Reviewing of financial disclosures issued to the stakeholders;
Consultation in financing issues with the Executive Committee;
Reviewing of efficiency, effectiveness and reporting of the risk
management process and internal control systems applied in the
group;
Reviewing and assessment of the external and internal auditing
of the group;
Assessment of the groups compliance function;
Assessment of the development of corporate governance, to the
extent these have effects on the activities and the functions of
the AC, and:
Advising, making assessments, comments, preparation and
submission of matters, as well as putting forward of motions,
comments and preparation of significant matters falling in the
authority of the Board as deemed appropriate by the AC.

1.2 Communication

The dialogue between the AC, the external and internal auditors, the
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 ACs
activities.

2. Powers
2.1 Authorisation

The AC 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 fulfill its duties from all relevant
departments. Upon request of the AC, the departments are required
to procure the information requested and to give the corresponding
explanations.

2.2 Q1 Report

The AC is empowered by the Board to approve the quarterly report

Q1 and to release the respective communication.

2.3 Professional
support

The AC is authorised by the Board to obtain subject-specific advice

from third parties and to invite such parties to its meetings.

2.4 Legal &

Compliance

The Head Legal & Compliance and Group General Counsel has a
functional reporting line to the Chairman of the AC.

2.5 Group Internal

Audit

The Head Group Internal Audit has a direct reporting line to the
Chairman of the AC.

3. Composition
3.1 Requirements

The AC shall be composed of at least three members of the Board

as follows:
All members shall be independent based on the principles of the
Swiss Code of Best Practice for Corporate Governance.
All members of the AC shall have a basic knowledge of finance
and accounting. At least one member of the AC 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 AC 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 AC.

4. Meetings
4.1 General

The AC 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 AC Chairman, the
external auditors the Head of Group Internal Audit, the Chief
Compliance Officer, the Group General Counsel and the head of
Business Risk Management of the Group and the members of the
Executive Committee and other departments or third parties may be
invited to attend all or part of the meetings.

4.2

Minutes

The AC shall report to the Board of Directors and shall submit the
AC 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 AC.

signed by A. Gut
____________________________________________
Chairman of the Audit Committee

February 25, 2014

___________________
Date

signed by R. Soiron
____________________________________________
Chairman of the Board of Directors

February 25, 2014

___________________
Date

Annex 1 to the Audit Committee Charter

Standard items of the agenda and timing through the year
1st quarter:

2nd quarter:

3rd quarter:

4th quarter:

Assessment of annual financial statements, business

report and Media Release/Report
Review of the audit report / annual review by the external
auditors
Independence of the external auditors
Recommendation to Board for submission of external auditors for
election by AGM
Status report on Internal Audit
IA Plan (Current & 2 years)
Status Exception Reports
Status IA Observations rated high
Impairment Test
Review of compliance and BRM concept
Annual Working Plan AC
Assessment and approval of 1st Quarter Report (3 Months) & Media
Release/Report
Appraisal and assessment of external auditors
Management letter
Integrated Audit Plan (int./ext. Auditors)
Approval of non-audit related services by external auditors
Approval of audit fees
Assessment and review of the handling of ad hoc publications.
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.
Taking Notice of Consolidated Group Forecast
Assessment Half year Report (6 Months) & Media
Release/Report
Status Exception Reports
Status IA Observations rated high
Statement of independence of the members of the AC
Financial Planning (long-term)
Assessment of Risk Map
Assessment 3rd Quarter Report (9 Months) & Media Release/Report
Best Practice in area of AC
Internal Control System
Recommendations regarding Corporate Governance (AC)
IFRS update
Monitoring & Discussion of financial Risk and respective Risk
Management
Performance Assessment AC
Review of AC Charter