The governance structure of the UK firm primarily comprises of the following:
The MB comprises of:
The Senior Partner may at any time:
The MB may delegate (with limited exceptions) its powers or discretions to committees.
The MB normally meets formally every three to four months and conducts business at additional meetings as necessary.
The MB keeps minutes of its formal proceedings and makes these available to the SB and the PIB.
The Senior Partner is Chairman of the MB. If he is unable to attend, another member may Chair the meeting from the other attending members.
The MB will be quorate with three MB members attending in person or by telephone, video or other means that allows them to hear the discussion except in relation to Notices to Retire.
In relation to the enforced retirement of a member for cause, in accordance with the Members’ Agreement the quorum is three-quarters of the members of the MB.
The Chairman of the MB has the casting vote.
Decisions of the MB may be taken at a meeting, in writing or electronically except in relation to Notices to Retire.
The MB shall, at least once a year, review its own performance, constitution and Terms of Reference to ensure it is operating at maximum effectiveness.
The MB has overall responsibility for establishing systems of internal control and for reviewing and evaluating their effectiveness.*
The MB has overall responsibility for the quality of the UK firm’s work and for the maintenance of a culture upholding the UK firm’s values.
The MB, assisted by the EB (a committee of the MB) has overall responsibility and accountability for the financial and operational affairs of the UK firm including budgeting, periodic forecasting and the monthly driving of performance. It has the authority to enter into loans and security arrangements (including subordinating partners’ interests) for the purpose of financing the UK firm.
The MB, assisted by the EB (a Committee of the MB) has responsibility for execution of the policies, strategy and management of the UK firm.
The MB, assisted by the PMC and EB (committees of the MB), has overall responsibility for the management of partner-related matters including:
The MB, assisted by the IC and EB (committees of the MB) has overall responsibility for making decisions in relation to and oversight of the UK firm’s strategic alliances (currently Africa, CEE and Middle East), matters relating to regionalisation and/or EMEA and approval of any matters relating to network issues.
The MB, assisted by the CME and EB (committees of the MB) has overall responsibility for overseeing the UK firm’s client facing and market activities.
The MB is required to consult the SB before putting any matter to the partners for approval or determination by a resolution or ballot.
The MB shall exercise its powers so as to secure the UK firm’s compliance with PwC Network obligations.
The MB has the power to conduct legal proceedings on behalf of the UK firm.
The MB may determine the form of resolutions for constitutional changes (with the approval of the SB).
Any two members of the MB have the power to execute, on behalf of the UK firm:
However, the MB can delegate this power.
The MB can request the SB to test the reactions of a wider body of partners to particular matters, issues or proposals.
Two members of the MB, appointed by the Senior Partner, sit on the PIB.
Members of the MB are ineligible to stand for election to the SB.
*Further details of the UK firm internal quality control system, quality control standards and independence procedures and practices are given in the UK firm’s Transparency Report (pwc.co.uk/annual-report).
London, PwC United Kingdom