UK PIC Terms of Reference

These terms should be read in conjunction with the Charter. They shall be reviewed by the PIC each year and any recommendations for amendment will be considered by the UK National Senior Partner.

Context

The PIC is constituted in order to meet the requirements of the Revised 2016 Audit Firm Governance Code (“the AFGC”).

In particular this includes:

• Helping promote audit quality;
• Helping the Firm secure its reputation more broadly, including in its non-audit businesses; and
• Using best efforts to help in reducing the risk of Firm failure.

Members

• The members of the PIC are at least three independent non-executives, the UK National Senior Partner and the Head of Quality.
• The Chair will be an independent non-executive.
• New members of the PIC are selected by the UK National Senior Partner after consultation with the continuing independent non-executives.
• On resigning, an independent non-executive shall offer their reason for resigning which may be made public if this is expected by the AFGC.
• Terms for all independent non-executives go to 30 April 2023 and shall automatically continue to another two years until 30 April 2025 unless terminated at any time earlier by either party given three months’ written notice or such lesser period as may be agreed.
• Independent non-executives have a right to report a fundamental disagreement regarding the Firm to the Group Governance Council and if not satisfactorily resolved in a timely manner to the Mazars Group General Assembly and where ultimately this cannot be resolved and the independent non-executive resigns, to report such resignation publicly.

Meetings

• There shall be at least six physical meetings and four conference call meetings during a year.
• The PIC is quorate when at least the Chair, one other independent non-executive and one other PIC member is present.