Terms of Reference for the Chief Executive Officer

Authority and Reporting

1. The Chief Executive Officer ("CEO") is generally responsible for managing the business of Invesco Ltd. and its subsidiaries (collectively, the "Company") and is accountable to and reports to the Board of Directors (the "Board") of the Company with regard thereto.
2. The CEO has general supervision of the business of the Company and is responsible for all executive management matters affecting the Company. All members of executive management report, either directly or indirectly, to him.

Key Responsibilities

3. The CEO is responsible for conducting the affairs of the Company with the highest standards of integrity and probity and in compliance with all applicable laws, principles and rules of corporate governance, including the Company's Articles of Association, its Corporate Governance Manual and the resolutions of the Board, as the same shall be in effect from time to time.
4. The CEO is responsible for proposing and developing the Company's strategy and overall commercial objectives, which he does in close consultation with the Executive Management Committee, the Chairman of the Board of Directors (the "Chairman") and the Board.
5. The CEO is responsible for ensuring that the Company has in place all necessary financial, operational and compliance controls and risk management systems.
6. The CEO is responsible - with the senior management team including the Executive Management Committee - for implementing the decisions of the Board and its committees.

Additional Responsibilities

Further, the CEO is responsible for:

7. Providing input to the Board's agenda from himself and other members of senior management;
8. Ensuring that he communicates with the Chairman on the important and strategic issues facing the Company, and proposing Board agendas to the Chairman which reflect these;
9. Ensuring that the senior management team gives appropriate priority to providing reports to him and, where required, the Board which contain accurate, timely and clear information;
10. Ensuring, in consultation with the Chairman and the Company Secretary as appropriate, that he and the other members of senior management comply with the Board's approved procedures, including the schedule of Matters Reserved to the Board for its decision and the provisions of each Board committee's respective Terms of Reference;
11. Providing information and advice on succession planning to the Chairman, the Nomination and Corporate Governance Committee and other members of the Board, in respect of executive directors and other members of senior management;
12. Leading the communication program with shareholders;
13. Ensuring that the development needs of the executive directors and other members of senior management reporting to him are identified and met;
14. Ensuring that performance reviews for each of the executive directors and other members of senior management are carried out at least once a year and providing input to the wider Board evaluation process; and
15. Performing such other duties and exercising such other powers as from time to time may be assigned to him by the Board.