Terms of Reference for the Public Interest Body

Preface

The Terms of Reference of the Public Interest Body have been drafted having regard to the requirements of the Audit Firm Governance Code (the Code) and other items that the Public Interest Body might reasonably consider. The Terms of Reference will continue to evolve as the Code evolves.


Purpose

The purpose of the Public Interest Body is to enhance stakeholder confidence in the public interest aspects of the firm’s activities, through the involvement of Independent Non-Executives.


Duties

The Public Interest Body enables the firm to fulfil certain responsibilities set out in the Code as described in Annex 1.


Other responsibilities

In carrying out its responsibilities under the Code, the Public Interest Body will take into account, insofar as they impact on the public interest aspects of the firm’s activities, the following:

  • the firm’s strategy;
  • the firm’s policies and procedures for operational risk management and internal control;
  • the firm’s policies and procedures relating to quality and compliance with regulation;
  • the firm’s external public-interest reporting; and
  • any other matters that may affect the public interest, including relevant matters relating to the global network.


Reporting

The Public Interest Body’s principal point of contact with the firm is the Senior Partner.


Membership

The Public Interest Body comprises up to eight Independent Non-Executives (at least one of whom has appropriate audit or accounting experience), at least one member from the firm’s Executive Board, and at least one member of the firm’s Supervisory Board.

The Independent Non-Executives shall be the majority on the Public Interest Body.

Each Independent Non-Executive shall hold office for a term not exceeding four years, and for no more than nine years in aggregate.


Chairman

The Chairman shall be an Independent Non-Executive. The Chairman shall from time to time be elected by the members of the Public Interest Body from among the Independent Non-Executives upon the nomination of the Senior Partner after consultation with the members of the Public Interest Body.  No person shall be Chairman for more than six years in aggregate.


Appointment of members

The Supervisory Board approves the Independent Non-Executives from candidates nominated by the Senior Partner, following consultation between the Senior Partner and the Supervisory Board.

The Senior Partner decides which members of the Executive Board will sit on the Public Interest Body and the Supervisory Board decides which of its members will sit on the Public Interest Body.  And any member of the firm shall attend Public Interest Body meetings if requested to do so by the Public Interest Body.


Meetings

The Public Interest Body meets at least four times during the year. The Independent Non-Executives also meet as a separate group to discuss matters relating to their remit.


Procedure for Dealing with any Fundamental Disagreement

The procedure for dealing with any fundamental disagreement that cannot otherwise be resolved between the Independent Non-Executives and members of the firm’s management team and/or governance structures is set out in Annex 2.

July 2016