1. Appointment and membership
The Audit and Risk Committee (the “Committee”) is appointed by the Supervisory Board of PricewaterhouseCoopers LLP from the members of the Board.
A quorum shall be four members for any meeting at which the Committee’s delegated powers are to be exercised and otherwise three members. In the event of difficulty in achieving a quorum, Supervisory Board 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.
Supervisory Board members who are not members of the Committee may attend meetings where relevant after first liaising with the Committee Chair.
The Chair of the Committee shall be appointed by the Supervisory Board.
In order to perform his or her role effectively, each Committee member should obtain an understanding of the detailed responsibilities of Committee membership as well as the PwC business, operations and risks.
2 Attendance of non-members at meetings
The CFO, the Finance Partner, the Chair of the Risk Council, other individuals with oversight responsibility for risk, the Head of Internal Audit, and a representative of the external auditor shall attend meetings at the invitation of the Committee. Other members of management may also be invited to attend meetings.
The Committee shall meet with the external and internal auditor at least once a year without the presence of management.
3. Frequency of meetings
Meetings shall be held at least seven times a year and, where appropriate, will coincide with key dates in the firm’s financial reporting cycle.
The external auditor or the Head of Internal Audit or the Chair of the Risk Council may request a meeting if they consider that one is necessary.
4. Delegated Authority
The Committee is authorised by the Supervisory Board to 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 delegated authority from the Supervisory Board for the approval of financial penalties on individual partners for independence infringements.
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.
5. The Committee’s Responsibilities
The responsibilities of the Committee are set out in the Appendix to these terms.
6. Reporting procedures
The minutes of meetings of the Committee shall be circulated to all members of the Supervisory Board. A separate section of the Annual Report should describe the work of the Committee in discharging its responsibilities. The report should include:
the significant issues that it considered in relation to the financial statements;
an explanation of how it has assessed the effectiveness of the external audit process and the approach taken to the appointment, continuation or reappointment of the external auditor, and information on the length of tenure of the current audit firm and when a tender was last conducted;
and, if the external auditor provides non-audit services, an explanation of how auditor objectivity and independence is safeguarded.
The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Supervisory Board for approval.