Public Interest Committee - Terms of Reference

Public Interest Committee (‘PIC’)

Terms of Reference

Membership

The Public Interest Committee (PIC) shall comprise of all members of the Oversight Committee (OC):

• All the Independent non-executive (INE) members of the OC.
• the two elected members of the OC.

In addition to the PIC members, each meeting the following individuals should be invited to attend:

• The Managing Partner
• Head of Risk
• Firm’s Ethics Partner
• Head of Audit

The Firm’s Finance Director, Head of HR, Head of IT or any other Head of department or service line may be invited to attend all or part of any meeting.

The Partnership Secretary shall act as Secretary to the Committee and provide support as required.

The two elected members of the OC shall appoint an INE to be the Chair of the PIC. In the absence of the PIC Chair, the remaining members present shall elect one of themselves to chair the meeting.

Meetings and attendance

The PIC shall meet a minimum of two times per year. Further meetings may be called by any member of the PIC if required.

The quorum for meetings shall be one of the two elected members and two of the INEs.

Notice of each meeting confirming the venue, time, and date, together with an agenda of items to be discussed, shall be made available to each member of the PIC in sufficient time to enable consideration of the issues, and at least before the weekend before the meeting.

Supporting papers will be made available in electronic form to the PIC members in a timely manner.

Meetings can be held physically or virtually.

Only members of the PIC have the right to attend meetings. Other guests (both internal and external to the Firm) may attend by invitation of the Chair.

Role and responsibilities

The primary focus of the PIC is to enhance stakeholder confidence in the public interest aspects of the Firm’s activities. As such, the PIC shall oversee the LLP’s policies and procedures for promoting quality, ensure the protection of the LLP’s reputation, and reduce the risk of failure. In addition, the PIC will be responsible for engaging, together with the firm’s Management Board, in dialogue with the Regulator, external stakeholders and representatives of shareholders of public interest entities.

As such, the PIC shall carry out the following:

• Audit: At each meeting, receive an update from the Head of Audit and the Chair of the Audit Quality Board (AQB) on audit quality, updates on developments with the FRC on AQR’s, updates on developments with the ICAEW on QAD reviews, and actions arising from these. The Head of Audit will also present on the activities of the Audit Council.
• It will also review the status of, and significant findings from, any regulatory violations and compliance breaches that have occurred in the period.
• Ethics: At each meeting, receive updates from the Ethics Partner on the Firm’s key policies and procedures (insofar as they impact on the public interest aspects of the Firm’s activities) relating to ethics, and any associated risk management, regulatory or reputational matters. This should include the latest developments on those matters both externally, and within the Firm.
• Quality matters: At least annually, receive and update from the Head of Risk on the Firm’s key policies and procedures (insofar as they impact on the public interest aspects of the Firm’s activities) relating to quality matters, and any associated risk management, regulatory or reputational matters. This should include the latest developments on those matters both externally, and within the Firm. The committee should also receive a summary report on the key activities and protocols of the Engagement Risk Acceptance Panel (ERAP).
• Whistleblowing: a review of Whistleblowing reports should be conducted at each meeting.
• Financial crime: Receive and provide comment on a report from the Firm’s MLRO at least annually.
• People: At least annually, meet with the Head of HR to consider and provide comment/recommendations on the Firm’s people policies and procedures, including a review of employee survey results and employee relations data. For the audit practice specifically, the Committee shall also receive an update on significant policy changes and culture change initiatives, as well as receive the indicators and metrics relating to the monitoring of people matters including (but not limited to) recruitment and retention, learning and development, reward and resourcing.
• Audit Firm Governance Code (AFGC): Receive an annual report from the Management Board detailing how the Firm has met its various obligations under the Audit Firm Governance Code. This should include how the Firm has ensured compliance with its of Code of Conduct.

Reporting

Minutes of the PIC meetings shall be made available to the OC.

These Terms of Reference shall be made available to all partners and published on the Firm’s external website as required by the Regulator.

The PIC shall ensure it reviews its own effectiveness annually as part of the wider self-appraisal process conducted by the OC, including a review of its composition and these Terms of Reference.

Other matters

The PIC is authorised by the OC to investigate any activity within its terms of reference and seek any information that it requires from any partner or employee of the firm to conduct its work. As such, the PIC will also:

• Consider any other matters that may affect the public interest, including relevant matters relating to the Baker Tilly network.
• Provide comment on and approve the INE Report for the Transparency Report.
• Attend periodic meetings with representatives of the Financial Reporting Council and other regulatory authorities as required.
• Attend periodic meetings with representatives of shareholders of public interest entities
• Input, as it becomes relevant, into the process of succession planning of the Firm’s INEs including their onboarding, induction and ongoing training and development.