LET – 2019 MEMBERS’ REGULATIONS Ladies European Tour Limited (the “Ladies European Tour or LET or Tour or Company”) (known as WPGA from 1979 to June 1988 inclusive and on the WPG European Tour from July 1988 to April 1998) is the governing body responsible for regulating the global schedule of professional golf tournaments known as the Ladies European Tour. These Member Regulations (“Regulations”) set out the terms and conditions that apply to each Member of the LET (“Member”). By applying to be a Member and participating in LET Approved Tournaments, each Member is deemed to have read and to have fully and irrevocably accepted and agreed to comply with these Regulations. Each Member acknowledges and accepts that the LET has the sole authority to establish these Regulations, in consultation with the Players’ Council of the LET (“Players’ Council”) pursuant to the Articles of Association of the LET (the “Articles of Association”). For the avoidance of doubt, the Board shall have ultimate responsibility for adopting and enforcing the Member Regulations and shall exercise all the powers of the LET. Each Member agrees to abide by the terms of these Regulations (including any amendments or updates to the Regulations made from time to time by the LET in accordance with the Articles of Association and/or existing law and duly notified to such Member). 1. GENERAL INFORMATION 1.1 BOARD OF DIRECTORS The Board of Directors (“Board”) are the guardians of the LET and are responsible for: Financial accountability Long range planning Direction of policy Management of the LET’s business The authority and responsibility of the Board of Directors shall include, but not be limited to, financial planning, budgeting, tournament scheduling, tournament purses, tournament operations, sponsor relationships, member benefits, the promulgation of disciplinary regulations and material, legal and fiscal matters. 1.2 DUTIES DESCRIPTION The Chairperson of the Board of Directors is elected every three (3) years by the Board of Directors, which term may be extended by the Board (subject always to a maximum of nine (9) years). The Chairperson is entitled to preside at all meetings of the Board at which she or he shall be present. The role of the Chairperson is to conduct the affairs of the LET in accordance with the highest standard of integrity, probity and applicable principles and rules of the LET’s Articles of Association and the resolutions of the Board from time to time and to also have regard to the UK Corporate Governance Code and the Code for Sports Governance issued by UK Sport and Sport England. The Chairperson reports to the Board and is responsible for the leadership and overall effectiveness of the Board and setting the Board’s agenda. The Chairperson is responsible for holding the Chief Executive Officer to account. The Chairman is not responsible for the day-to-day management of the LET. Chief Executive Officer, Player Directors and Past Player Directors are elected by the Members and should have as wide a representation of nationalities as possible. At the Annual General Meeting, Player Directors are elected to serve for a three-year term, after which they retire by rotation, based on seniority. To be eligible to serve on the Board of Directors an applicant must be a current or former Member of the LET of at least two consecutive years’ standing. Those retiring may have their term extended by the Board, provided that any such extensions are ratified by an ordinary resolution of the Members at the next annual general meeting. Should any Player Director or Past Player Director resign prior to serving her full term of office, the Directors may co-opt on to the Board another player or past player of their choice who is willing to serve. She will serve until the next Annual General Meeting when, if she wishes to continue to serve, ratification by the Membership of her position shall be required. Non-Executive Directors are chosen by the Board for expertise in their own field of business and are invited by the other Directors to serve on the Board for their business acumen and advice to the LET. Relevant fields of expertise the Board may consider will include commercial / marketing expertise, financial / audit expertise, governance / legal expertise, high profile sports sector expertise and other specific expertise. They are asked to serve initially for a period of three (3) years although this term may be extended at the request of the Board for a further term. This appointment does not need to be ratified by the Membership. LADIES EUROPEAN TOUR – 2019 Members’ Regulation 1 The appointment of any Director shall be subject always to a maximum period in office of nine (9) years in total. The composition of the Board of Directors is currently: 5 Player Directors MARTA FIGUERAS-DOTTI (CHAIRPERSON) HELEN ALFREDSSON SOPHIE GIQUEL-BETTAN CHLOE LEURQUIN LIZ YOUNG [ONE PLACE TO BE FILLED IN 2019] 3 Non-Executive Directors ENRIQUE LOPEZ CEBALLOS MANUEL BIOTA ALASTAIR RUXTON 1.3 PLAYERS’ COUNCIL The Players' Council is a body to whom the Board has delegated responsibility for the formulation, co-ordination and expression of player opinion relating to LET policy matters and tournament competition. The Players’ Council represents all Members collectively and individually. The Players’ Council, together with the Board and the Chief Executive Officer, reviews any proposals of the Board and may make recommendations on Chief Executive Officer certain matters relating to the LET, including the formulation and amendment of tournament rules and regulations, ethics policies and rules of conduct. All recommendations made by the Players' Council shall be submitted to the Board for review. The Board shall have absolute discretion to grant or withhold such approval, at all times in accordance with the rules of corporate governance set out in the Articles of Association. The Players' Council shall be responsible for communication between the Membership, the Chief Executive Officer and the Board of Directors. The members of the Players' Council must be representative of the Members of the LET as a whole and individually and shall act in good faith for the overall benefit of the LET. On becoming a member of the Players’ Council each person voluntarily submits herself to standards of behaviour and ethical conduct beyond those required of ordinary golfers and members of the public. The Player Council member shall conduct herself in a manner that shall not discredit the reputation of the LET or its Members, the Board of Directors or Tour staff. Each Players’ Council member is responsible for promoting adherence to the Regulations by the Membership and must comply with the Regulations herself. Player Directors may serve on the Players’ Council at the same time as serving on the Board. The structure of the Players' Council is currently (in alphabetical order): MARIA BEAUTELL ELLIE GIVENS LYDIA HALL REBECCA HUDSON MEGHAN MCLAREN PATRICIA SANZ-BARRIO LINDA WESSBERG CHRISTINE WOLF Members are elected to serve on the Players' Council and should be prepared to serve for three (3) years. To be eligible to serve on the Players’ Council, an applicant must have been a Full Member of the LET for a minimum of one (1) year. Elections may take place at any meeting of the Players’ Council on a date to be decided in any year and notified to the Membership. The Players’ Council elects one of its members to be chairperson of the Players’ Council, to preside at all meetings of the Players’ Council at which she is present. The Players’ Council determines how long the chairperson is to hold office (subject to the retirement process set out below). LADIES EUROPEAN TOUR – 2019 Members’ Regulation 2 Players' Council members and Player Directors must not be approached with problems or queries on Tournament days in order to allow them their right as Players to concentrate on their game. The Chief Executive Officer, or in his absence another member of staff, is always available to listen and to discuss matters with Members at any time. The Players’ Council must hold one (1) meeting each season for the purpose of retirement by rotation of two (2) of the members of the Players’ Council (the Annual Players’ Meeting). Those who retire shall be those who have been longest in office since their last election or appointment. Those retiring may put themselves forward for re-election. For any other matter related to the Players’ Council see article 13 of the Articles of Association (as amended from time to time). 2. GENERAL REGULATIONS PREAMBLE The rules and regulations set out in these Regulations determine and supersede any previous rules, regulations and/or handbooks issued by the LET. STATEMENT OF POLICY FROM THE BOARD OF DIRECTORS In any LET Approved Tournament, exclusion from participation on the grounds of nationality, race, religion or political belief is deemed as unacceptable. 2.1 These Regulations are made pursuant to Article 4.2 of the Articles of Association and govern: The powers of the Players' Council, the Board the Chief Executive Officer or other such person nominated by the Chief Executive Officer or staff of the LET; Membership of the LET; The administration of all golf Tournaments, which are held under the auspices of the LET; and The conduct and responsibilities of the Members of the LET. 2.2. DEFINITIONS Appeal Committee: means three (3) impartial people, designated by the Non-Executive Directors of the Board of Directors. It is the express intent of these Regulations to afford a Member full and fair opportunity to be heard by an impartial committee whose members are not in competition with her. The Appeal Committee shall have the power to fix the time and place of any Hearing to review decisions and shall prescribe its own rules of procedure provided the time, place and procedures afford due process to the appealing Member.