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7. General Committee Terms - 16 May 2024 v2
General Terms that apply to all FRC Board Committees
1. Introduction
1.1 The following terms apply to each of the FRC Board's Governance and Regulatory Committees (each a Committee), being:
- the People Committee (a Governance Committee);
- the Audit & Risk Committee (a Governance Committee); and
- the Conduct Committee (a Regulatory Committee).
2. Authority
2.1 Each Committee is authorised to:
- investigate any matter within its terms of reference;
- obtain, at the FRC's expense and within the budgetary constraints imposed by the Board, independent professional advice on any matter within its terms of reference;
- seek any information it requires to perform its duties;
- request any employee of the FRC to attend a meeting, as and when required; and
- access training and information to keep up to date with relevant developments, laws, regulations and best practice.
2.2 Each Committee shall comply, with the principles and provisions of the Regulators' Code, where applicable.
2.3 Each Committee Chair may raise to the Board any item delegated to it.
2.4 Each Committee may perform such other functions as shall be determined by the Board from time to time.
3. Annual Review
3.1 Each Committee shall review its own performance and its terms of reference annually and shall implement and/or recommend any necessary changes to the Board.
4. Membership
4.1 The membership of each Committee shall comprise exclusively of non-executive members of the Board.
4.2 Committees shall comprise no fewer than three members, including a Committee Chair.
4.3 All Board Committee memberships will be reviewed annually, led by the Chair of the Board.
4.4 Appointments are for periods of up to three (3) years and may be extended for up to two (2) additional terms.
4.5 Each Committee may be supported by Senior Advisors to provide technical advice and support.
4.6 Termination of a Committee member's term on the Board will result in the termination of their membership of the Committee(s).
5. Secretary
5.1 The Company Secretary or their nominee (the “Secretary”) shall act as Secretary of each Committee. The Secretary is responsible for delivering papers, providing advice in a timely manner to enable the Committee to conduct a full and proper consideration of the issues, and preparing minutes of the meeting.
6. Quorum and Voting
6.1 The quorum for each Committee is a majority of its members.
6.2 Attendance is defined as the ability of each Committee member to hear, speak and vote at the same time.
6.3 Decisions of the Committees will be taken by majority. In the case of equal votes, the Chair of the Committee will have a casting vote.
7. Notice of Meetings
7.1 Meetings of the Committee shall be convened by the Secretary at the request of the Chair.
7.2 Unless otherwise agreed, notice of each meeting confirming the venue/electronic platform, time and date, together with an agenda of items to be discussed and supporting papers shall be circulated by the Secretary to members and attendees, as appropriate, of the Committee, no later than five (5) working days before the date of the meeting.
8. Minutes of Meetings
8.1 The Secretary shall minute the activities and resolutions of all meetings of the Committee, which shall include a record of the names of those in attendance.
8.2 The Committee may consider and decide urgent matters through written resolution. Information relating to those matters will be circulated to all the Committee's members electronically and a decision will be passed when it has been considered and confirmed by the majority of members to the Secretary. Any decisions made outside of formal meetings will also be noted at the next formal Committee meeting.
9. Attendance
9.1 The Committee Chair, when unable to attend, may nominate another member of the Committee to chair the meeting.
9.2 Only Committee members have the right to attend Committee meetings. Other post-holders, Senior Advisors, members of the Advisory Panel, external advisors and members of the Executive Committee may be invited by the Chair to attend all or part of any meeting, as and when appropriate, but are not members and do not form part of any quorum.
9.3 Observers may be invited to meetings on agreement from the Chair.
9.4 The Chair may ask any or all of those who normally attend but who are not members to withdraw to facilitate open and frank discussion of particular matters.
10. Information Security and Confidentiality
10.1 All information is provided is on a strictly confidential basis and is subject to the confidentiality obligations in the FRC's Conflicts of Interest Policy and other FRC Information Management Policies.
Approved by the FRC Board with effect from 1 June 2024