1.1 The Codes & Standards Committee is a Committee of, and shall be appointed by the Board of Directors.
1.2 Membership of the Committee shall comprise:
Chair of the Codes & Standards Committee
Executive Director of Corporate Governance and Reporting
Chair of the Corporate Reporting Council
Chair of the Audit & Assurance Council
Chair of the Actuarial Council
Other non-executive Directors of the FRC
Other Committee members
1.3 No member of the Committee shall be:
- a member of the Conduct Committee, or
- a practising auditor or an individual who has during the previous 3 years
- carried out statutory audits;
- held voting rights in an auditing firm;
- been a member of an administrative management or supervisory body of an audit firm; or
- been a partner, employee or otherwise contracted by an audit firm.
The quorum for Council meetings shall be sixty percent of the members.
The Company Secretary or his/her nominee shall act as Secretary of the Committee (the Secretary).
4 Frequency of Meetings
The Committee usually meet four times a year with other meetings called as necessary dependent on the work plan.
5 Attendance at Meetings
Only members of the Committee shall have the right to attend Committee meetings. However, the relevant executive director will normally be invited to attend all Committee meetings and 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 Committee 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 Committee, including recording the names of those present and in attendance. Minutes of Committee meetings shall be circulated to all members of the Committee. Any decision of the Committee to issue guidance will be published, together with the reasons for that decision on the FRC website.
The Committee shall:
- Advise the FRC Board on corporate governance matters, including proposed changes to the UK Corporate Governance Code and the Stewardship Code;
- Identify the current, emerging and potential risks to the quality of corporate governance and stewardship in the UK;
- Assess the risks to the quality of corporate governance and stewardship in the UK and approve the adequacy of actions to mitigate those risks;
- Approve the issue and maintenance of FRC taxonomies, including for consultation;
- Provide input to the FRC Annual Plan and Budget and FRC strategy - particularly on issues of corporate governance and stewardship;
- Appoint members to the Corporate Reporting, Audit & Assurance and Actuarial Councils;
- Oversee the appointment of any groups by the Councils; and
- Perform such other functions as shall be determined by the Board from time to time.
9 Reporting Responsibilities
The Committee Chair shall report to the Board on the Committee’s proceedings at each Board meeting. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit.
The Committee Chair shall make a statement in the FRC Annual Report about its activities including the frequency of, and attendance by members at, Committee meetings.
The Committee shall review its own performance and terms of reference and the performance and terms of reference of the Councils from time to time and report to the Board and shall implement and/or recommend any necessary changes.
Approved by the FRC Board with effect from 1 July 2018.