UK Audit Board

The purpose of this Charter is to provide to all stakeholders a guide to the firm’s Audit Board, how it operates and its priorities. It should be read in conjunction with the Audit Board’s Terms of Reference which sets out its formal responsibilities.

Purpose and scope of the Audit Board

The Audit Board is responsible for advising (and, within that advisory context, providing challenge to) the Audit Executive Committee and, in turn, the Executive on how its Audit Strategy:

Ensures that the people within the audit practice are “focused above all on the delivery of high-quality audits in the public interest” and;
Establishes and promotes a culture supportive of the public interest.

The Audit Board is not a formal component of the firm’s governance structure but currently an advisory body to the Audit Executive Committee.

Membership

The Audit Board currently comprises:

Four Audit Non-Executives (ANEs) (two ANEs are also members of the Public Interest Committee and two ANEs are doubly independent ANEs (DIANEs) and not members of any other governance committee of the firm);
the UK Head of Audit; and
the UK Head of Audit Quality

The summary biographies of the ANEs can be found here.

The Audit Board comprises a majority of ANEs as required by the Audit Board’s terms of reference.

The terms and conditions upon which the ANEs provide their services are detailed in individual letters of appointment. These letters cover matters such as their independence criteria, their right to access information and their indemnity arrangements.

Our meetings

The Audit Board meets at least four times a year. Additional meetings will be arranged as required and may be called by the Chair of the Audit Board at any time to consider any matters within the Audit Board Terms of Reference.

The board is quorate when at least four members of are present as long as the ANEs make up the majority of attendees. Where a quorum is present, the Audit Board is able to exercise all the rights of the full Audit Board.

The meetings have an agenda which is usually made available at least a week before the relevant meeting.

The meetings are minuted and action points prepared. The draft minutes and action points are generally circulated within two weeks of our meeting and are considered for approval at the subsequent meeting.

The UK CEO, the Audit COO and a further member of the Executive are also invited to the meetings but are not members of the Audit Board.

Meetings of the ANEs

The ANEs also meet as a separate group at least once a year to discuss matters relating to their roles as ANEs.

Right of Access to Information

The Audit Board has the right to request any information which the members feel is necessary to perform their role.

Insurance Cover

Appropriate insurance cover is in place in respect of any relevant legal action against any ANE.

Access to Independent Professional Advice

The ANEs have the right to obtain independent professional advice in respect of their duties, subject to prior agreement with UK CEO. Such agreement will not be unreasonably withheld.

Independence

The ANEs satisfy the following independence criteria and notify the UK CEO and/or Ethics Partner of any change in their personal circumstances with regard to those criteria:

the ANEs are unrelated to any Forvis Mazars’ member firm;
the ANEs are not, and will not become, an executive director or member of the audit committee in any of Forvis Mazars’ audit clients and not have any significant shareholdings or other interests in them unless approved by both parties; and
the ANEs are not, and will not be, in any other executive officer position, member of an advisory board or a Council of a competing organisation.