UK PIC Terms of Reference

These terms should be read in conjunction with the Charter. They shall be reviewed by the PIC each year, and any recommendations for amendment will be considered by the UK CEO.

Context

The PIC is constituted in order to meet the requirements of the Revised 2022 Audit Firm Governance Code (“the AFGC”).

In particular, this includes:

• Helping promote audit quality;
• Helping the Firm secure its reputation more broadly, including in its non-audit businesses; and
• Using best efforts to help in reducing the risk of Firm failure.

Members

• The members of the PIC are at least three independent non-executives, the UK CEO and the Head of Quality.
• The Chair will be an independent non-executive.
• New INE members of the PIC are proposed by the Non-executive Nomination Committee (NENC), of which the PIC Chair and the UK GC Chair are members, and are selected by the Executive.
• On resigning, an independent non-executive shall offer their reason for resigning, which may be made public if this is expected by the AFGC.
• Terms for all independent non-executives go to 30 April 2027 for Mr Jubb and 30 April 2028 for Lord Morse and Ms Vaishampayan unless terminated at any time earlier by either party, given three months’ written notice or such lesser period as may be agreed.
• Independent non-executives 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.

Meetings

• There shall be a minimum of six Public Interest Committee meetings per annum.
• Additional meetings of the Public Interest Committee may be called at any time by any PIC Member.
• The PIC is quorate when at least the Chair, one other independent non-executive and one other PIC member are present.