The Board shall appoint a member of the Codes & Standards Committee to be the Council Chair. The Codes & Standards Committee shall appoint up to 11 other members to the Council, subject to the agreement of the Nominations Committee to the appointment of in excess of 9 other members. No more than half of the members of the Council shall be practising members of the auditing profession.
The quorum for Council meetings shall be 5 members
The Company Secretary or his/her nominee shall act as Secretary of the Council (the Secretary).
4. Frequency of Meetings
The Council shall meet at least 6 times a year or as required at the call of the Chair.
5. Attendance at Meetings
Only members of the Council shall have the right to attend Council meetings. However other individuals may be invited to attend all or part of any meeting as and when appropriate.
6. Notice of Meetings
Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed and supporting papers, shall be forwarded to each member of the Council and any other person required to attend, no later than 5 working days before the date of the meeting.
7. Minutes of Meetings
The Secretary shall minute the proceedings and resolutions of all meetings of the Council, including recording the names of those present and in attendance. Minutes of Council meetings shall be circulated to all members of the Council and, following approval, published on the FRC website.
The Council shall:
- Provide strategic input and thought leadership on audit and assurance matters;
- Consider and advise the Codes & Standards Committee on the FRC Annual Plan;
- Consider and advise the FRC Board on draft codes and standards (or amendments thereto) to ensure that a high quality, effective and proportionate approach is taken;
- Consider and comment upon proposed developments to international codes and standards and regulations;
- Consider and advise on research proposals and other initiatives undertaken to inform the FRC on matters material to its remit and any resultant publications;
- Consider and comment on the current, emerging and potential risks to the quality of audit and assurance work in the UK;
- Consider and respond to any requests for advice from the Conduct Committee.
9. Reporting Responsibilities
The Council Chair shall report to the Board the full advice of the Council on any draft code or standard (or amendments thereto). Where the Board seeks further advice from the Council, the Chair shall report the resulting advice in full to the Board.
The Council Chair shall report to the Codes & Standards Committee on any other activity undertaken by the Council, and to the Board where appropriate.
The Council shall have access to sufficient resources and is authorised to seek information from the FRC executive in order to carry out its responsibilities.
The Council may, under the oversight of the Codes & Standards Committee, appoint a group or standing group to advise on specific issues. The membership (which may comprise or include non-Council members) and the continuing need for the group or standing group should be reviewed after one calendar year.
Approved by the FRC Board with effect from 17 June 2016