Independent Non-Executive (INE) Charter

1. Purpose

This Charter sets out the role of the Independent Non-Executives ("INEs"), the arrangements supporting the discharge of their responsibilities, and the Firm's commitments to enabling them to fulfil their duties effectively.

The INEs support the Firm's governance arrangements by providing independent challenge, oversight and external perspective in the public interest, having regard to the Audit Firm Governance Code 2022 ("AFGC"), which Forvis Mazars LLP applies.

2. Appointment, tenure and succession

INEs are appointed through a formal, rigorous and transparent process overseen by the Non-Executive Nomination Committee ("NENC"), which includes the Public Interest Committee Chair, Governance Council Chair and Chief Executive Officer.

The NENC is responsible for succession planning for INE appointments and makes recommendations to the Executive, which is responsible for approving appointments.

Each INE is appointed under a letter of appointment setting out the terms and conditions of their appointment, including their duties and responsibilities, independence requirements, access to information and indemnity arrangements.

The role of an INE is to provide independent judgement, constructive challenge and external insight in relation to the Firm’s public-interest responsibilities.

Appointments are for fixed terms, normally for three years, with the maximum period of service for any INE not exceeding nine years. An appointment may be terminated earlier by either party on three months' written notice, or such shorter period as may be agreed.

3. Meetings and engagement

The INEs are members of both the Public Interest Committee and Audit Board. The detailed responsibilities of the INEs as members are set out in the relevant Terms of Reference.

The INEs shall meet privately, without management present, at least four times each year to discuss matters relating to the Firm's governance, culture, public interest responsibilities and application of the AFGC. The INE chairing the private session is responsible for ensuring any relevant matters are communicated appropriately to the CEO or GC Chair, with support from the Head of Secretariat where required.

The Firm will facilitate reasonable access to partners, employees and offices to enable the INEs to understand the Firm's culture, governance and operations as necessary to support the discharge of their responsibilities. INEs may meet with the UK CEO, Head of Audit and Ethics Partner as needed.

The INEs are encouraged to be visible within the Firm to enable them to fulfil their responsibilities having regard to the AFGC. From time to time, subject to prior agreement with the UK CEO and the office concerned, the INEs may visit offices to meet partners and staff to discuss matters of mutual interest.  Requests by INEs to visit any Forvis Mazars LLP office or to meet with any employee in executive session will not be unreasonably withheld.

The INEs may meet directly with the Firm’s principal regulator, which is currently the Financial Reporting Council (FRC), to support open dialogue and discuss matters relating to the Firm’s governance and the INEs’ public-interest role.

4. Provision of information and support

It is the responsibility of the Firm’s Ethics Partner and/or the UK CEO to ensure that INEs are kept informed of significant ethical issues.

The Firm will provide INEs with access to the information and people within Forvis Mazars, that they reasonably require to perform their role effectively. This will include considering how activities at FM UK, FM Group and FM Network impact the public interest in the UK.

The Firm will provide appropriate induction, development and ongoing support to maintain relevant knowledge of audit firm governance, regulation and develop their understanding of our business.

The UK Secretariat supports the INEs in the discharge of their responsibilities, including meeting administration, information flows, induction and governance advice.

The effectiveness of the INEs and the arrangements supporting them shall be reviewed periodically as part of the Firm's governance effectiveness arrangements.

5. Access to the Ethics Partner

The Firm’s Ethics Partner attends PIC meetings to provide quarterly updates. The Ethics Partner retains the ability to contact the INEs directly through informal routes (email and telephone) and is invited to the quarterly PIC/Audit Board working lunch to ensure relationships with INEs are developed and maintained.

The Firm considers this direct dialogue critical to ensuring an appropriate understanding of relevant ethical matters, receiving challenge from the INEs and addressing any fundamental disagreements.

6. Access to independent professional advice

INEs have access to independent professional advice at Forvis Mazars’ expense where they consider such advice necessary to the undertaking of their duties. Arrangements for the taking of such advice should be discussed and agreed in advance with the UK CEO or the Governance Council Chair, with such agreement not to be unreasonably withheld. 

7. Insurance cover

Forvis Mazars has directors’ and officers’ liability insurance (D&O) in place for all INEs, and it shall maintain such cover for the full term of their appointments.

8. Disagreement, escalation and resignation procedures

Where an INE believes a matter raises significant governance, public interest, ethical or audit quality concerns, the matter may be escalated through the Firm's governance arrangements.

INEs may also raise concerns directly with the UK CEO, Governance Council Chair, Ethics Partner or other appropriate office holders.

INEs have a right to report a fundamental disagreement regarding the Firm to the Chair of the UK Governance Council and, if the matter cannot be satisfactorily resolved and they decide to resign, to the FRC.

In line with their letter of appointment, INEs are required to communicate promptly to the FRC should they have concerns in relation to Provision 39 of the AFGC.

An INE may resign at any time by giving notice in accordance with their letter of appointment. Where appropriate, the Firm may disclose the reasons for an INE's resignation in line with applicable governance and transparency requirements.

9. Independence

The independent non-executives satisfy the following independence criteria and notify the Ethics Partner, UK CEO or the Chair of the UKGC of any change in their personal circumstances with regard to those criteria:

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

INEs are required to report any conflicts of interest as soon as they become apparent and comply with relevant legal and regulatory requirements.