RISKMETRICS GROUP, INC.
AUDIT COMMITTEE CHARTER

(as amended and restated on August 28, 2007)

Pursuant to Section 4 of the Second Amended and Restated Bylaws (the "Bylaws") of RiskMetrics Group, Inc. (the "Company"), this charter (the "Charter") of the Audit Committee (the "Committee") of the board of directors (the "Board") of the Company is adopted by resolution of the Board effective as of August 28, 2007.

The Role of the Committee

The primary responsibilities of the Committee shall be to: (i) select and retain (subject to ratification by the Company's stockholders) the outside auditors (the "Auditors"), (ii) review and monitor the auditing and integrity of the Company's financial statements with the Auditors, (iii) consider any matters arising from an audit to be brought to the attention of the Board, (iv) evaluate and monitor the performance of the Company's internal audit function and (v) address such other matters as are set forth in the Bylaws, or as normally within the purview of a corporation's audit committee, including, without limitation, the performance of the Company's internal audit function and the Auditors, compliance by the Company with legal and regulatory requirements and accounting and financing reporting process. The function of the Committee is one of oversight. While the Committee has the responsibilities and powers set forth in this Charter, the duties of the Committee do not include the planning or conducting of audits or the presentation, preparation or integrity of the Company's financial statements or confirm that the disclosures contained therein are complete and accurate and in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management.

The Board acknowledges that the Company's internal auditors, as well as the Auditors, have more resources, time, knowledge and detailed information about the Company and its financial, accounting and auditing practices than do members of the Committee; consequently, in carrying out its responsibilities, the Committee is not providing any expert or special assurance as to the Company's financial statements or any professional certification as to the Auditors' work or auditing standards. Each member of the Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Company from which it receives information, (ii) the accuracy of the financial and other information provided by such persons or organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board) and (iii) representations made by management as to all audit and non-audit services provided by the auditors to the Company.

Committee Composition

1. Membership; Financial Literacy. The Committee shall consist of at least three (3) directors, all of whom in the judgment of the Board shall be independent in accordance with New York Stock Exchange listing standards (and such other standards as the Board or the Committee may adopt from time to time). Each member shall in the judgment of the Board have the ability to read and understand the Company's basic financial statements or shall at the time of appointment undertake training for that purpose. At least one member of the Committee shall, in the judgment of the Board, be an audit committee financial expert in accordance with the rules and regulations of the Securities and Exchange Commission and at least one member (who may also serve as the audit committee financial expert) shall in the judgment of the Board have accounting or related financial management expertise in accordance with New York Stock Exchange listing standards.
2. Chairman . Unless a chairman of the Committee is designated by the Board, the members of the Committee shall elect a chairman (the "Chairman") by majority vote of the full Committee. The Chairman shall be responsible for leadership of the Committee, including scheduling and presiding over meetings, preparing agendas, making regular reports to the Board, and maintaining regular and open communication with the Chief Executive Officer, principal financial officer, the independent audit lead partner, if any, of the Auditor and the head of internal audit.
3. Compensation . The compensation of the Committee shall be as determined by the Board or a committee of the Board. No member of the Committee may receive any consulting, advisory or other compensatory fee from the Company other than fees paid in his or her capacity as a member of the Board or a committee thereof.
4. Selection and Removal. Members of the Committee shall be appointed by the Board and may be removed and replaced by the Board, with or without cause, at any time.

Procedures and Administration

1. Meetings. The Committee shall meet at least four (4) times per year and more frequently as it believes is necessary or appropriate to fulfill its duties and responsibilities. The Committee may also act by unanimous written consent in lieu of a meeting. A majority of the entire Committee shall constitute a quorum for the taking of any action at any meeting of the Committee and a majority of those members present at a meeting, a quorum being present, shall be required to approve any action taken by the Committee. The Chairman may call a meeting upon due notice to each other member not less than twenty-four (24) hours prior to such meeting and any member may call a meeting upon due notice to each other member not less than forty-eight (48) hours prior to such meeting. The Committee shall meet at least semi-annually, in separate executive sessions, with (a) the Company's management, (b) the head of the Company's internal auditing department and ^© the Auditors.
2. Access to Information. In discharging its duties, the Committee shall have full access to all Company books, records, facilities, personnel and outside professionals. The Company may request any Company personnel, or the Company's outside legal counsel or Auditors, to meet with the Committee or any of its members or advisors.
3. Subcommittees. The Committee may form and delegate authority to subcommittees consisting of one or more members of the Committee when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services; provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Committee at its next scheduled meeting.
4. Independent Advisors; Funding. The Committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other advisors, who may be regular advisors to the Company. The Company shall provide such funding as the Committee determines is appropriate in connection with the retention of such advisors and the compensation of any Auditors for audit, review or other similar services.
5. Investigations. The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate.
6. Administrative Expenses. The Committee is empowered, without further action by the Board, to cause the Company to provide appropriate funding for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out the Committee's duties.
7. Reports to Board. The Committee shall keep such records of its meetings as it shall deem appropriate and make regular reports to the Board.
8. Charter. The Committee shall review and reassess the adequacy of this Charter annually and recommend to the Board for approval any proposed changes which the Committee believes are necessary or appropriate.
9. Review of Committee's Performance. The Committee shall conduct and present to the Board an annual performance evaluation of the Committee.

Duties of the Committee

In fulfilling its responsibilities, the Committee provides oversight as follows:

1. Audit Process. The Committee shall:
   • Maintain a clear understanding with management and the Auditors that management and the Auditors are ultimately accountable to the Board and to the Committee as the stockholders' representative.
   • Review the coordination of the audit efforts between the Auditors, internal auditors and management to ensure completeness of coverage, reduction of redundant efforts, and the effective use of audit resources.
   • Select and retain (subject to ratification by the Company's stockholders), evaluate and terminate, when appropriate, the Auditors, set the Auditors' compensation, oversee the work of the Auditors and pre-approve all audit and non-audit services to be provided by the Auditors.
   • Take appropriate actions to satisfy itself as to the independence of the Auditors. The Committee shall obtain and review a report from the Auditors at least annually regarding: (i) the Auditors' internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm; (iii) any steps taken by the Auditors to deal with any such issues; and (iv) all relationships between the Auditors and the Company, including the disclosures required by Independence Standards Board Standard No. 1.
   • Actively engage in an open dialogue with the Auditors with respect to evaluating the qualifications, performance and independence of the Auditors, including considering whether the auditors' quality controls are adequate and taking into account the opinions of management and the internal auditors and present its conclusions with respect to the Auditors to the Board annually in advance of the annual meeting of stockholders.
   • Review annually with the Auditors all significant relationships (or services) the Auditors have with the Company to evaluate and assure the accountant's objectivity and independence.
   • Review annually the audit scope and plan of the Auditors.
   • Review annually with management the risk assessment process and the resulting internal audit plan and review audit cycle coverage including coverage provided for the more significant audit risk areas and related staffing levels.
   • Receive and review audit reports, review with the Auditors any problems or difficulties the Auditors may have encountered in carrying out their responsibilities, and provide the Auditors with full access to the Committee and the Board to report on all appropriate matters.
   • Discuss with the Auditors the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management. In addition to the foregoing, the Committee shall discuss with the Auditors: (i) accounting adjustments that were identified or proposed by the Auditors and were not implemented; (ii) communications between the audit team and the Auditors national office relating to auditing or accounting issues presented by the engagement; (iii) any "management letter" issued or proposed to be issued by the Auditors to the Company and any other material written communications between the Auditors and management; and (iv) any issues identified or difficulties encountered by the Auditors with management's response to such adjustments, communications or letter.
2. Financial Reporting. The Committee shall:
   • Review with management and the Auditors the annual and quarterly financial statements of the Company, including: (a) any material changes in accounting principles or practices used in preparing the financial statements prior to the filing of a report on Form 10-K or 10-Q with the Securities and Exchange Commission; (b) disclosures relating to internal controls over financial reporting; and ^© the Company's specific disclosures under "Management's Discussion and Analysis of Financial Conditions and Results of Operations" included in the Company's Form 10-K or 10-Q filed with the Securities and Exchange Commission.
   • Review all matters related to the conduct of the audit which are required to be communicated to the Committee under generally accepted auditing standards.
   • Discuss with management and the Auditors significant financial reporting issues, accounting policy changes or new applicable accounting or reporting standards adopted by management and judgments made in connection with the preparation of the Company's financial statements, including the Auditors' judgment about the quality, and not just acceptability, of the Company's accounting principles, and any major issues as to the adequacy of the Company's internal controls (including computerized information system controls and security) and any special steps adopted in light of material control deficiencies.
   • Discuss the reasonableness of judgments and estimates made in the preparation of the financial statements that may be viewed as critical, as well as the clarity of financial statement disclosure.
   • Review with management and the Auditors interim financial statements and any significant matters identified during interim financial reviews.
   • Discuss with management and the Auditors the effect of regulatory and accounting initiatives on the Company's financial statements, as well as any off-balance sheet structures the Company has established and review with management and the Auditors any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding the Company's financial statements or accounting policies.
   • Discuss with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies and procedures.
   • Recommend to the Board whether the financial statements should be included in the annual report on Form 10-K.
   • Prepare a report each year for inclusion in the Company's proxy statement relating to the election of directors.
   • Review earnings press releases, as well as Company policies with respect to earnings press releases, financial information and earnings guidance provided to analysts and rating agencies (this function may be performed by the Chairman or the full Committee).
3. Oversight of the Company's Internal Audit Function. The Committee shall:
   • Review and evaluate the performance of the head of the Company's internal audit and, if appropriate, recommend the selection of a new person. Any change in the incumbent in such position or in his or her compensation shall not be made without the approval of the Committee. The head of the Company's internal audit shall have unrestricted access to the Committee.
   • Review and discuss with management, the internal auditor and, to the extent appropriate, the Auditors the adequacy and effectiveness of the Company's accounting and financial controls, records and system for monitoring and managing business risk and legal compliance programs, including a review of the Company's response to any management letter provided by the Auditors and management's plans for implementing any necessary or desirable improvements in its internal accounting procedures and controls.
   • Provide oversight to internal audit activities, including reviewing the significant reports to management prepared by the head of the internal audit and management's responses.
   • Discuss with the Auditors and the head of the internal audit responsibilities, budget and staffing and any recommended changes in the planned scope of the internal audit.

4. Compliance Oversight Responsibilities. The Committee shall:
   • Review and discuss with management and the internal auditor the Company's procedures and practices designed to insure that: (i) the Company's books, records, accounts and internal accounting controls are established and maintained in compliance with the Foreign Corrupt Practices Act of 1977, and (ii) there are adequate controls in place to prevent or detect (A) any improper or illegal disbursement of corporate funds or property of value or (B) the making of any arrangement on behalf of the Company which may provide for or result in the improper or illegal disbursement of funds or property of value, in order that the Company be in compliance with the Foreign Corrupt Practices Act.
   • Periodically discuss with the Company's Chief Legal Officer or, as appropriate, outside counsel, the adequacy of the policies and practices of the Company related to compliance with key regulatory requirements, conflicts of interest and ethical conduct, including any potential or actual conflicts of interest involving directors or officers of the Company.
   • Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. Discuss with the Company's Chief Legal Officer or, as appropriate, outside counsel, legal matters that may have a material impact on the financial statements or the Company's compliance policies.
   • Discuss generally with the Company's management the Company's enterprise-wide risk structure and related processes, guidelines and policies.
   • Approve all "related person transactions" required to be disclosed pursuant to Regulation S-K, Item 404 of the Securities and Exchange Commission and applicable New York Stock Exchange listing requirements.
   • The Committee will function as the Company's Qualified Legal Compliance Committee (the "QLCC") as defined in the rules of the Securities and Exchange Commission. In this capacity, the QLCC will adopt written procedures for the QLCC, including the procedure for administering the confidential receipt, retention and consideration of any report of a material violation of federal securities laws, breach of fiduciary duty or similar violations by the Company or any officer, director, employee or agent of the Company. The procedures will comply with the rules of the Securities and Exchange Commission.