These Terms of Reference should be read in conjunction with the Members’ Agreement. In the event of any inconsistency or contradiction, the Members’ Agreement prevails.
The Audit Committee (“the Committee”) receives delegated authority from the Supervisory Board (“SB”) of PricewaterhouseCoopers LLP. The primary purpose of the Committee is to provide assistance to the SB in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting and internal control functions of the firm.
The Committee may investigate any activity within these Terms of Reference and, within its scope of responsibilities, to seek any information it requires and to ensure the attendance of management representatives at meetings as appropriate.
The Committee 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 Chair of the Committee shall be nominated by the Chair of the SB.
The Chair of the SB also selects for nomination four members from the SB population. At least one member of the Committee is required to be the Chair of the Risk Committee (“RC”).
SB members who are not members of the Committee may attend meetings where relevant after first liaising with the Committee Chair.
In order to perform their role effectively, each Committee member should obtain an understanding of the detailed responsibilities of Committee membership as well as the PwC business, operations, risks and regulatory environment. The members of the Committee are:
The secretary to the Committee is Lucy Jones.
Standing attendees shall be the Head of Internal Audit, Finance Partner, External Audit representative and Managing Partner and Chief Operating Officer or their delegate subject to agreement in advance of the meeting with the Chair of the Committee.
Other members of management may also be invited to attend meetings.
The Chair of the Committee determines a rolling programme of ordinary meetings of the Committee which must provide for at least four ordinary meetings in each calendar year. Additional meetings can be called at the request of the Chair of the Committee, Head of Internal Audit, or External Auditor.
The Committee keeps minutes of its proceedings and makes these available to the SB, RC, Management Board (“MB”) and the Public Interest Body (“PIB”).
The quorum shall be four members of the SB for any meeting at which the Committee’s delegated powers are to be exercised. In the event of difficulty in achieving a quorum, SB members who are not members of the Committee may be co-opted as members for individual meetings, provided the majority of the quorum are full members of the Committee.
Approved: 15th July 2020
London, PwC United Kingdom