These Terms of Reference should be read in conjunction with the Members’ Agreement. In the event of any inconsistency or contradiction, the Members’ Agreement shall prevail.
The SB has authority under the Firm’s Members’ Agreement to review, challenge and give guidance to the Management Board on matters which the SB in its sole discretion from time to time considers to be of concern, or potential concern, to the partners, having regard to the interests and wellbeing of the Firm and the partners as a whole.
The SB may investigate any activity within these Terms of Reference and, within its scope of responsibilities in the Member’s Agreement, to seek any information it requires and to ensure the attendance of management representatives at meetings as appropriate.
The SB has the authority to obtain outside legal or independent professional advice. The advisers may attend meetings as necessary and the cost of the advisers shall be borne by the Firm.
The membership of the SB is as follows:
The SB comprises of 12 members elected by partners in the Firm, the Firm’s Senior Partner ex officio (or acting Firm senior Partner ex officio), and partners who have been elected to the Board of PricewaterhouseCoopers International Limited (“PwCI”, or the “Global Board”). Those elected to the Global Board are ex officio SB members and are deemed to be elected members in certain circumstances under the Members’ Agreement (Schedule 5, clause 2.3).
The members of the SB are elected by the partners of the Firm for a term of four years, with six of the twelve seats being subject to election every two years.
Only members of the SB have the right to attend SB meetings. Other individuals may be invited to attend for part or all of any SB meeting, as and when appropriate.
The Chair of the SB shall be elected by the SB members (other than the Firm’s Senior Partner) from amongst their number for a term of not exceeding two years, but may offer themselves for re-election for additional terms. No person will be Chair for more than six years in aggregate.
The Firm’s Senior Partner is ineligible for election as SB Chair.
The Chair of the SB will determine and recommend to the SB whether there will be a Deputy Chair of the SB and, if so, the arrangements for appointing them. A Deputy Chair of the SB will be appointed by the elected members (being those SB members elected by the partners as well as ex officio SB members that are also Board members of PwCI) for a term not exceeding two years, but may offer themselves for re-appointment for additional terms. No person will be Deputy Chair for more than six years in aggregate.
In the absence of the Chair or Deputy Chair at any SB meeting, the members present shall appoint a member in attendance as Chair of the meeting.
The Secretary to the SB is Philip Patterson, a member of the Board Secretariat. In the absence of the Secretary, another member of the Board Secretariat of the Firm may act as Secretary of the SB.
The Secretary will ensure that the SB receives information and papers in a timely manner to enable full and proper consideration to be given to matters, and will be responsible for maintaining accurate records of meetings.
The quorum shall be eight members of the SB for any meeting.
A decision of the SB taken by vote at a meeting shall require a Simple Majority of those present in order to be passed. The chair of any such meeting will have the casting vote.
The Chair of the SB determines a rolling programme of ordinary meetings, which must provide for at least four ordinary meetings in each calendar year.
Meetings of the SB will be called by the Secretary at the request of the Chair, or by any of the SB members, with notice of such meetings being provided at the earliest opportunity.
Unless otherwise agreed, notice of each SB meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each SB member in a timely manner. Supporting papers shall be sent to the SB members and other attendees, as appropriate, at the same time.
A special SB meeting may be convened by giving a minimum of two working days notice.
The Secretary will minute the proceedings and decisions of all SB meetings, including recording the names of those present and in attendance.
Draft minutes of SB meetings will be circulated first to the Chair, and then to all other SB members for review.
Once approved, minutes will be shared with the Firm’s Management Board and Public Interest Body, unless it would be inappropriate to do so.
The SB is responsible for matters which the SB considers to be of concern, or potential concern, to the partners having regard to the interest and wellbeing of the Firm and the partners as a whole including national, legal, regulatory and fiscal requirements, implementation of global policies and the arrangements for effective communications between the partners and the Firm’s management. Other SB powers and responsibilities include:
The SB has the authority:
The SB has the authority:
The SB delegates authority to the Partner Affairs Committee (a Committee of the SB) to:
The Firm’s Senior Partner or Management Board must consult the SB before putting any matter to the partners for approval or determination by a resolution or ballot.
Subject to limited exceptions ((i) inconsistent with the Members’ Agreement, (ii) vexatious, defamatory or otherwise unlawful; or (iii) to be substantially the same as a matter which has been considered by the Members or so referred within the six months preceding the lodgement of the relevant written instrument) as described in Clause 4.7, of the Members’ Agreement, at least 10% of the partners in number may require the SB to put any matter to the partners for approval or determination by a resolution or ballot.
The SB is also required to consider a matter if requested to do so by not less than 10% of the partners in number.
The Chair of the SB is responsible for nominating (and replacing at any time) key roles from amongst its members, and such appointments will be approved by the SB, specifically:
The SB is also responsible for approving the Independent Non Executives appointed to the Public Interest Body from candidates nominated by the Firm’s Senior Partner(Schedule 6, Clause 1.1 of the Firm’s Members’ Agreement).
Approved by the SB on: 8 June 2021
London, PwC United Kingdom