Committee terms of reference are the document that says what a committee may decide without going back to the board. This page carries four complete model sets, for the audit, remuneration, nomination and risk committees, each clause traced to the provision of the UK Corporate Governance Code 2024 that sits behind it. Copy them, cut what does not apply, and take the result to the board for approval.
What are committee terms of reference?
A committee's terms of reference are the board's written delegation to a committee: its purpose, who sits on it, how many are needed to decide, what it may do on the board's behalf, what it must bring back, and how often the delegation is reviewed. They are approved by the board, not by the committee, and they are the first document a regulator or an external reviewer asks for.
The UK Corporate Governance Code 2024 does not use the phrase "terms of reference" anywhere in its text (checked on 4 September 2026). What it does is tell boards to establish an audit committee (Provision 24), a nomination committee (Provision 17) and a remuneration committee (Provision 32), set out who may sit on each, and list what each must report. Terms of reference are how a board turns those provisions into a standing instruction it can hold a committee to.
Who this applies to
Company secretaries and committee chairs at companies applying the Code, which covers companies listed in the commercial companies category or the closed-ended investment funds category, wherever they are incorporated. The 2024 Code applies to accounting periods beginning on or after 1 January 2025, with the exception of Provision 29, which applies for accounting periods beginning on or after 1 January 2026.
Charities, housing associations, NHS bodies and private companies sit outside the Code's formal scope. The committee logic still holds, and the model sets below carry a note on what to change for a charity or a registered provider of social housing.
What the board needs to decide before approving any set
- How much is delegated and how much is recommended. A remuneration committee normally determines executive pay; a nomination committee normally recommends appointments for the board to make. Get that verb right in every duty clause, because it decides who is answerable for the outcome.
- Whether risk sits with the audit committee, a separate risk committee, or the board. Provision 25 asks the audit committee to review the risk management and internal control framework "unless expressly addressed by a separate board risk committee composed of independent non-executive directors, or by the board itself". Whichever route the board picks, the word "expressly" means it has to be written down somewhere, and terms of reference are that somewhere.
- The quorum, and what happens when it fails. Two is standard for a three-member committee. Boards that never state it discover the gap on the day a decision is challenged.
- Who attends by right and who attends by invitation. The chief executive attending the remuneration committee by right is a different governance position from attending by invitation, and both are defensible if the board has chosen.
- The review interval. An annual review, timed to follow the board performance review under Provision 21, keeps the delegation current rather than inherited.
Model audit committee terms of reference
The audit committee is the most heavily prescribed of the four. Provision 24 sets composition, Provision 25 sets the roles, Provision 26 sets what the annual report must describe, and the FRC's Audit Committees and the External Audit: Minimum Standard, published in May 2023, governs the committee's handling of the external auditor. That Standard applies to audit committees of companies with a premium listing on the London Stock Exchange that are in the FTSE 350 index; companies outside the FTSE 350 are not required to apply it, and the Standard itself notes they may choose to.
Square brackets are fields to complete. Everything else is model wording.
1. Purpose
1.1 The Committee is a committee of the Board. It monitors the integrity of the Company's financial reporting, oversees the relationship with the external auditor, oversees the internal audit function, and reviews the risk management and internal control framework except to the extent that this is expressly addressed by the Risk Committee or by the Board.
1.2 The Committee has no executive authority over the matters it reviews. Responsibility for the financial statements remains with the Board.
2. Membership and chair
2.1 The Committee shall comprise not fewer than [three] independent non-executive directors, appointed by the Board on the recommendation of the Nomination Committee. [For a company below the FTSE 350 throughout the year immediately prior to the reporting year, substitute "two".]
2.2 The chair of the Board shall not be a member of the Committee.
2.3 The Board shall satisfy itself that at least one member has recent and relevant financial experience, and that the Committee as a whole has competence relevant to the sector in which the Company operates.
2.4 The Board shall appoint the chair of the Committee. Appointments shall be for a period of [three] years, extendable by no more than two additional [three]-year periods, provided the member remains independent.
3. Quorum
3.1 The quorum shall be [two] members, both of whom shall be independent non-executive directors. A duly convened meeting at which a quorum is present may exercise all the powers of the Committee.
4. Meetings and attendance
4.1 The Committee shall meet at least [four] times a year, at times aligned to the financial reporting and audit cycle.
4.2 Only members are entitled to attend. The chief financial officer, the head of internal audit and the external audit engagement partner shall normally be invited to attend; other directors and officers shall attend at the Committee's invitation.
4.3 The Committee shall meet the external auditor, and the head of internal audit, at least once a year without management present.
4.4 Papers shall be circulated at least [five] working days before the meeting.
5. Secretary
5.1 The company secretary, or their nominee, shall act as secretary, shall minute the proceedings and decisions of every meeting including the names of those present, and shall circulate draft minutes to all members and, once agreed, to the Board unless a conflict of interest makes that inappropriate.
6. Duties
6.1 Financial reporting. Monitor the integrity of the financial statements and any formal announcements relating to financial performance, and review the significant financial reporting judgements contained in them.
6.2 Fair, balanced and understandable. Where the Board requests it, advise whether the annual report and accounts, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.
6.3 External audit. Follow the Audit Committees and the External Audit: Minimum Standard. Lead the tender process rather than leaving it to executive management, including initiating the tender, influencing the appointment of the engagement partner, negotiating the fee and scope, and making a formal recommendation to the Board on appointment, reappointment and removal.
6.4 Auditor independence. Review and monitor the external auditor's independence and objectivity, and review the effectiveness of the external audit process.
6.5 Non-audit services. Develop and implement policy on the engagement of the external auditor to supply non-audit services, approve non-audit services in advance, consider the effect on independence, and report to the Board on any action required.
6.6 Access and challenge. Ensure the external auditor has full access to Company staff and records, invite challenge by the auditor, and give due consideration to points raised.
6.7 Risk and internal control. Review the Company's risk management and internal control framework, unless this is expressly addressed by the Risk Committee or by the Board.
6.8 Internal audit. Monitor and review the effectiveness of the internal audit function or, where there is none, consider annually whether one is needed and make a recommendation to the Board.
6.9 Whistleblowing and fraud. Review the arrangements by which staff may raise concerns in confidence, and the Company's procedures for detecting fraud.
7. Reporting
7.1 Report to the Board on how the Committee has discharged its responsibilities, after every meeting.
7.2 Prepare, for the annual report, a description of the Committee's work covering the matters set out in the Minimum Standard and, where there is no internal audit function, an explanation for the absence, how internal assurance is achieved, and how this affects the work of the external audit.
8. Authority
8.1 The Committee is authorised to seek any information it requires from any employee, to obtain external legal or other professional advice at the Company's expense, and to call any employee to attend a meeting.
9. Review
9.1 The Committee shall review its own effectiveness annually and shall recommend any changes to these terms of reference to the Board. The Board shall approve them at least annually.
What changes for a charity or housing association
A charity audit committee's remit widens beyond the financial statements to the trustees' annual report, reserves and the public benefit statement, and its external audit clauses follow the Charities Act thresholds rather than the Minimum Standard. Trustees carry the duties in the Charity Commission's essential trustee guidance (CC3), so a committee cannot be given a decision the trustee body must take itself. For a registered provider of social housing, the audit committee's assurance remit reaches tenant safety and data quality, and the terms of reference should name the code of governance the board has adopted, because the Regulator of Social Housing's Governance and Financial Viability Standard requires the provider to certify compliance with the code it has chosen.
Model remuneration committee terms of reference
Provisions 32 to 41 give this committee more prescribed content than any other. Provision 32 sets composition, including the rule that the chair of the board can only be a member if they were independent on appointment and cannot chair the committee, and that an appointee should have served on a remuneration committee for at least 12 months before becoming its chair.
1. Purpose
1.1 The Committee determines the policy for executive director remuneration and sets remuneration for the chair, the executive directors and senior management, so that remuneration supports strategy and long-term sustainable success and no director is involved in deciding their own remuneration outcome.
2. Membership and chair
2.1 The Committee shall comprise not fewer than [three] independent non-executive directors. [Substitute "two" for a smaller company as defined above.]
2.2 The chair of the Board may be a member only if they were independent on appointment, and may not chair the Committee.
2.3 Before appointment as chair of the Committee, the appointee shall have served on a remuneration committee for at least 12 months.
3. Quorum
3.1 The quorum shall be [two] members. No member shall be present for, or vote on, any decision on their own remuneration.
4. Meetings and attendance
4.1 The Committee shall meet at least [three] times a year, timed to the remuneration reporting cycle and the annual general meeting.
4.2 The chief executive, the chief people officer and the remuneration consultant shall attend at the Committee's invitation, and shall not be present when their own remuneration is discussed.
5. Secretary
5.1 The company secretary, or their nominee, shall act as secretary and shall minute the proceedings and decisions of every meeting, including the reasons for the exercise of any discretion.
6. Duties
6.1 Policy and quantum. Determine the policy for executive director remuneration and set remuneration for the chair, the executive directors and senior management.
6.2 Workforce alignment. Review workforce remuneration and related policies and the alignment of incentives and rewards with culture, and take these into account when setting executive director remuneration policy.
6.3 Non-executive remuneration. Note that the remuneration of non-executive directors is determined in accordance with the Articles of Association or by the Board, that levels for the chair and all non-executive directors should reflect time commitment and responsibilities, and that non-executive remuneration should not include share options or other performance-related elements.
6.4 Long-term shareholdings. Design schemes that promote long-term shareholdings by executive directors, with share awards granted for that purpose normally released for sale on a phased basis and subject to a total vesting and holding period of five years or more, and maintain a formal policy for post-employment shareholding requirements covering both unvested and vested shares.
6.5 Discretion, malus and clawback. Ensure schemes and policies enable the use of discretion to override formulaic outcomes, and that directors' contracts and related agreements include malus and clawback provisions specifying the circumstances in which recovery or withholding would be appropriate.
6.6 Pensions. Ensure only basic salary is pensionable and that executive director pension contribution rates, or payments in lieu, are aligned with those available to the workforce.
6.7 Contracts and exit. Ensure notice or contract periods are one year or less, that longer periods offered on external recruitment reduce to one year or less after the initial period, that compensation commitments do not reward poor performance, and that compensation is reduced to reflect a departing director's obligation to mitigate loss.
6.8 Advisers. Appoint any remuneration consultant, exercise independent judgement when evaluating external advice and management views, and identify the consultant in the annual report alongside a statement of any other connection it has with the Company or individual directors.
7. Reporting
7.1 Report to the Board after every meeting, and prepare the description of the Committee's work for the annual report required by Provision 41, including the strategic rationale for remuneration policies, structures and performance metrics; why the remuneration is appropriate using internal and external measures including pay ratios and pay gaps; whether the policy operated as intended and what changes are needed if not; and what engagement has taken place with shareholders and with the workforce.
7.2 Include in the annual report on remuneration a description of the malus and clawback provisions, the period they run for and why that period suits the organisation, and whether they were used in the last reporting period with a clear explanation of the reason if so.
8. Authority
8.1 The Committee is authorised to obtain external advice at the Company's expense, to require the attendance of any employee, and to commission remuneration surveys.
9. Review
9.1 The Committee shall review these terms of reference annually and recommend any changes to the Board.
What changes for a charity or housing association
Charity trustees are generally unpaid, so the committee's subject is usually senior executive pay rather than board pay, and any payment to a trustee needs express authority in the governing document or Commission consent. Both charities and registered providers are exposed on disclosure rather than on quantum: senior staff pay bands sit in the annual accounts, and the committee's terms of reference should require it to approve the disclosure wording as well as the decision behind it. The performance-related elements in clauses 6.4 and 6.5 usually come out entirely.
Model nomination committee terms of reference
Provision 17 asks the board to establish a nomination committee to lead the process for appointments, ensure orderly succession to both the board and senior management, and oversee the development of a diverse pipeline. A majority of members should be independent non-executive directors, and the chair of the board should not chair the committee when it is dealing with the appointment of their successor.
1. Purpose
1.1 The Committee leads the process for board appointments, ensures plans are in place for orderly succession to both the board and senior management positions, and oversees the development of a diverse pipeline for succession.
2. Membership and chair
2.1 The Committee shall comprise [four] members, a majority of whom shall be independent non-executive directors.
2.2 The chair of the Board may chair the Committee, but shall not do so when it is dealing with the appointment of their successor. In that case the Committee shall be chaired by the senior independent director.
3. Quorum
3.1 The quorum shall be [two] members, both of whom shall be independent non-executive directors.
4. Meetings and attendance
4.1 The Committee shall meet at least [twice] a year, and otherwise as appointments require.
4.2 The chief executive and the chief people officer shall attend at the Committee's invitation. No member shall participate in a discussion of their own reappointment or succession.
5. Secretary
5.1 The company secretary, or their nominee, shall act as secretary and shall minute the proceedings and decisions of every meeting, including the specification agreed for each appointment and the reasons for the recommendation made.
6. Duties
6.1 Composition. Review the structure, size and composition of the Board and its committees, including the balance of skills, experience, knowledge, independence and length of service, and recommend changes to the Board. A current board skills matrix is the evidence behind this clause.
6.2 Appointments. Lead the process for appointments, agree a role specification for each vacancy, and recommend candidates to the Board. Open advertising or an external search consultancy shall generally be used for the appointment of the chair and non-executive directors, and any consultancy engaged shall be identified in the annual report alongside a statement of any other connection it has with the Company or individual directors.
6.3 Succession. Maintain succession plans for the Board and for senior management, defined as the executive committee or the first layer of management below board level, including the company secretary.
6.4 Chair tenure. Monitor the tenure of the chair, who should not remain in post beyond nine years from the date of their first appointment to the Board, and advise the Board on any limited extension and the explanation to be given for it.
6.5 Re-election. Recommend the wording accompanying the resolutions to elect each director, setting out the specific reasons why their contribution is, and continues to be, important to the Company's long-term sustainable success. All directors are subject to annual re-election.
6.6 Board performance review. Oversee the formal and rigorous annual review of the performance of the Board, its committees, the chair and individual directors, and support the chair in commissioning a regular externally facilitated review, which in FTSE 350 companies should happen at least every three years. The annual board performance review process and the committee-level instruments that feed it sit under this clause.
6.7 Diversity and inclusion. Oversee the policy and initiatives on diversity and inclusion, their objectives and link to strategy, their implementation and progress against objectives.
7. Reporting
7.1 Report to the Board after every meeting, and prepare for the annual report a description of the Committee's work covering the appointment process and approach to succession planning and how both support a diverse pipeline; how the board performance review was conducted, the nature and extent of an external reviewer's contact with the Board and individual directors, the outcomes and actions taken, and how these have or will influence future board composition; the diversity and inclusion policy, objectives, implementation and progress; and the gender balance of those in senior management and their direct reports.
8. Authority
8.1 The Committee is authorised to obtain external advice at the Company's expense, to appoint search consultants, and to require information from any employee.
9. Review
9.1 The Committee shall review these terms of reference annually and recommend any changes to the Board.
What changes for a charity or housing association
Trustee recruitment usually runs to a fixed term set by the governing document, so the committee's tenure clause follows that document rather than the nine-year chair rule, and the committee often carries responsibility for trustee induction and for the skills audit that drives recruitment. Member-based housing associations may also need clauses on nominations arriving through a shareholding membership or a tenant panel, and on how the committee handles a candidate the board did not seek.
Is a risk committee required by the UK Corporate Governance Code?
No. The Code does not require a separate risk committee. Provision 25 asks the audit committee to review the risk management and internal control framework "unless expressly addressed by a separate board risk committee composed of independent non-executive directors, or by the board itself", which makes a risk committee one of three permitted routes rather than an obligation. The choice belongs to the board.
Two provisions anchor whichever route is chosen. Provision 28 asks the board to carry out an assessment of emerging and principal risks, confirm in the annual report that it has done so, describe those risks, explain how they are managed or mitigated, and explain the procedures for identifying and managing emerging risks. Provision 29 asks the board to monitor the risk management and internal control framework, review its effectiveness at least annually across all material controls including financial, operational, reporting and compliance controls, and then publish a description of that monitoring, a declaration of effectiveness of the material controls as at the balance sheet date, and a description of any material controls that did not operate effectively, with the action taken or proposed. Provision 29 applies for financial years beginning on or after 1 January 2026, and our Provision 29 guide sets out the evidence a board needs before signing that wording.
In financial services the position is different. Under the FCA Handbook, SYSC 7.1.18R requires a CRR firm that is significant to establish a risk committee composed of members of the management body who do not perform an executive function in the firm, with the knowledge, skills and expertise to understand and monitor the firm's risk strategy and risk appetite. A CRR firm that is not a significant SYSC firm may combine the risk committee with the audit committee, provided members have what both roles require. Firms should read the Handbook definitions rather than assume the label applies to them.
Model risk committee terms of reference
1. Purpose
1.1 The Committee advises the Board on risk appetite and risk strategy, oversees the risk management and internal control framework, and reviews its effectiveness on the Board's behalf. This delegation is the express arrangement contemplated by Provision 25.
1.2 The Board retains responsibility for the assessment of emerging and principal risks and for the declaration on material controls.
2. Membership and chair
2.1 The Committee shall comprise not fewer than [three] independent non-executive directors, appointed by the Board on the recommendation of the Nomination Committee.
2.2 At least [one] member shall also be a member of the Audit Committee, so that control findings and risk oversight stay connected.
2.3 The Board shall appoint the chair of the Committee, who shall not be the chair of the Audit Committee.
3. Quorum
3.1 The quorum shall be [two] independent non-executive directors.
4. Meetings and attendance
4.1 The Committee shall meet at least [four] times a year.
4.2 The chief risk officer, the chief financial officer and the head of internal audit shall normally attend by invitation. The Committee shall meet the chief risk officer at least once a year without other management present.
5. Secretary
5.1 The company secretary, or their nominee, shall act as secretary and shall minute the proceedings and decisions of every meeting, including the risk appetite measures approved and any breach reported.
6. Duties
6.1 Appetite and strategy. Advise the Board on current and future risk appetite and on risk strategy, and assist the Board in overseeing implementation of that strategy by senior management.
6.2 Principal and emerging risks. Oversee the assessment of emerging and principal risks and recommend to the Board the description, mitigation and identification procedures to be published in the annual report.
6.3 Framework effectiveness. Monitor the risk management and internal control framework and review its effectiveness at least annually, covering all material controls including financial, operational, reporting and compliance controls.
6.4 Material controls declaration. Review the evidence supporting the declaration of effectiveness of the material controls as at the balance sheet date, and recommend to the Board the disclosure of any material control that did not operate effectively, together with the action taken or proposed.
6.5 Boundary with the Audit Committee. Refer matters concerning financial reporting judgements, external audit and internal audit effectiveness to the Audit Committee, and receive from it any control deficiency relevant to the framework.
6.6 Emerging technology and data. Oversee risks arising from the Company's use of artificial intelligence, data and third-party technology, including the controls relied on and the assurance obtained over them.
6.7 Sector requirements. Where the Company is a regulated firm, discharge the risk committee functions required by its regulator, including any requirement to review whether the prices of liabilities and assets offered to clients take full account of the business model and risk strategy, and to present a remedy plan to the management body where they do not.
7. Reporting
7.1 Report to the Board after every meeting, and provide the Board with the description of how the framework has been monitored and reviewed that is required for the annual report.
8. Authority
8.1 The Committee is authorised to obtain external advice at the Company's expense, to require any employee to attend, and to commission independent assurance over any control it relies on.
9. Review
9.1 The Committee shall review these terms of reference annually and recommend any changes to the Board, including whether a separate committee remains the right structure.
What changes for a charity or housing association
Charity risk committees usually inherit the safeguarding, reserves and fundraising compliance agenda alongside financial risk, and the terms of reference should name which of those the committee oversees and which stay with the trustee body. For registered providers, the committee's remit typically includes tenant safety compliance, development exposure and treasury covenants, and the reporting clause should require an explicit link to the annual assurance the board gives the Regulator of Social Housing under the Governance and Financial Viability Standard.
Where each clause comes from
| Clause | Source | Applies to |
|---|---|---|
| Audit committee composition, financial experience, sector competence | UK Corporate Governance Code 2024, Provision 24 | Code companies |
| Audit committee roles, including risk framework review unless a risk committee or the board addresses it | Provision 25 | Code companies |
| Audit committee reporting in the annual report | Provision 26 | Code companies |
| External audit tender, independence, non-audit services | Audit Committees and the External Audit: Minimum Standard, May 2023 | Premium listed, FTSE 350 |
| Nomination committee purpose and composition | Provision 17 | Code companies |
| Annual re-election and the reasons given | Provision 18 | Code companies |
| Chair's nine-year tenure limit | Provision 19 | Code companies |
| Open advertising and search consultancy disclosure | Provision 20 | Code companies |
| Annual board and committee performance review, external facilitation every three years | Provision 21 | Code companies, FTSE 350 for the external interval |
| Acting on review results | Provision 22 | Code companies |
| Nomination committee reporting | Provision 23 | Code companies |
| Emerging and principal risk assessment | Provision 28 | Code companies |
| Material controls monitoring and declaration | Provision 29 | Financial years beginning on or after 1 January 2026 |
| Remuneration committee composition and chair experience | Provision 32 | Code companies |
| Delegated authority over executive and senior management pay | Provision 33 | Code companies |
| Non-executive remuneration | Provision 34 | Code companies |
| Remuneration consultant appointment and disclosure | Provision 35 | Code companies |
| Five-year vesting and holding, post-employment shareholding policy | Provision 36 | Code companies |
| Discretion, malus and clawback | Provisions 37 and 38 | Code companies |
| Pensions aligned to the workforce | Provision 39 | Code companies |
| Notice periods of one year or less | Provision 40 | Code companies |
| Remuneration committee reporting | Provision 41 | Code companies |
| Risk committee for significant CRR firms | FCA Handbook, SYSC 7.1.18R | Significant CRR firms |
A worked example: the delegation nobody had read
A mid-cap listed group, anonymised, asked its company secretary to refresh four sets of terms of reference that had last been amended in 2019. Three problems surfaced within a fortnight.
The audit committee's terms of reference still contained the composition wording from the 2018 Code and made no reference to the Minimum Standard, so the committee had been running audit tenders to a process set out only in a slide deck. The remuneration committee's set gave it authority to "approve" the chair's fees, which the Articles of Association reserved to the board, meaning two years of decisions had been taken by the wrong body and had to be ratified. And nowhere in any of the four documents did the words "risk management and internal control framework" appear against a named owner, so with Provision 29 approaching there was no express arrangement to point at.
The fix took one board meeting. The audit committee's set was rewritten around Provisions 24 to 26 and the Minimum Standard. The remuneration committee's authority clause was changed from "approve" to "recommend to the Board" for the chair's fees. The board created a risk committee with the express delegation in clause 1.1 above, and moved clause 6.7 of the audit committee's set out to it. The company secretary then added a standing annual agenda item so the review clause is exercised rather than merely written.
Common mistakes
- Copying a peer's terms of reference without checking the Articles. Authority a committee cannot lawfully hold is not fixed by writing it down. Check the Articles of Association, and the governing document for a charity, before granting any power.
- Using "approve" and "recommend" interchangeably. These are different delegations with different consequences, and a committee that approves what the board should decide creates work rather than saving it.
- Leaving risk unassigned. Provision 25's word "expressly" means the arrangement has to be visible in a document. An unstated assumption that the audit committee handles risk is not an express arrangement.
- Duties that no one can evidence. A duty to "oversee culture" with no report, no measure and no meeting slot produces nothing an external reviewer can test. Every duty clause should imply a paper the committee actually receives.
- A review clause that is never triggered. Terms of reference that carry an annual review clause and were last changed six years ago are a finding waiting to happen. Put the review in the committee's forward agenda.
Next step
Terms of reference set what a committee is meant to do. A committee effectiveness review tests whether it is doing it, and the two documents should be read together: the review gives the board the evidence to change the delegation, and the delegation gives the review something to measure against. BoardServe's board effectiveness reviews run the board and committee instruments in one cycle and keep the evidence trail behind each finding.
This page is maintained as the annual update to the Code and the FRC's guidance changes, so the provision numbers and dates above are refreshed rather than left to age.
FAQ
Does the UK Corporate Governance Code require committee terms of reference?
Not in those words. The Code asks boards to establish audit, nomination and remuneration committees under Provisions 24, 17 and 32, and sets out their composition, roles and reporting. The phrase "terms of reference" does not appear in the Code's text. Terms of reference are the board's own instrument for recording that delegation.
Should committee terms of reference be published?
Publishing them is common UK practice among listed companies, usually on the investor relations pages alongside the Articles of Association, and it makes the annual report's committee descriptions easier for a shareholder to check. The Code does not require publication, so this is a board decision rather than a compliance point.
How often should terms of reference be reviewed?
Annually, and always after a change in board structure, a change to the Code or a committee effectiveness review that identifies a gap. Build the review into the committee's forward agenda so it happens on a date rather than when someone remembers.
Can one committee cover both audit and risk?
Yes. Provision 25 permits the audit committee to review the risk management and internal control framework, and only asks that a separate risk committee, where one exists, be composed of independent non-executive directors. In financial services, SYSC 7.1.18R requires a significant CRR firm to have a risk committee, and a CRR firm that is not a significant SYSC firm may combine it with the audit committee.
What is the minimum size of an audit or remuneration committee?
Three independent non-executive directors, or two for a smaller company, which the Code defines as one below the FTSE 350 throughout the year immediately prior to the reporting year. The chair of the board cannot be a member of the audit committee, and can be a member of the remuneration committee only if they were independent on appointment.
Do charities and housing associations need the same clauses?
The structure carries over, the sources do not. Replace Code provisions with the governing document, the Charity Commission's trustee guidance, or the Regulator of Social Housing's Governance and Financial Viability Standard, and check that no power reserved to the trustee body or the board has been delegated to a committee by mistake.