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Board committees

Find out more about the workings and responsibilities of the audit, nomination, remuneration and risk committees. These responsibilities include board effectiveness, board diversity, executive remuneration, audit tenders and internal audit.

In this section

Leading an effective audit committee

Angela Crawford-Ingle, Chair of Audit & Risk Committees at Beazley plc, Swinton Insurance and River and Mercantile Group, and Tim Copnell, Founding Chairman of KPMG’s UK Audit Committee Institute share best practice in leading an effective Audit Committee.

Ethics helpsheets

Helpsheets prepared by ICAEW's Ethics Advisory Service to assist you in your day-to-day work. We offer practical advice, respond to frequently asked questions and highlight the issues you may need to consider.

Whistleblowing and the Audit Committee

Having a trustworthy whistleblowing process in place has become increasingly important as more and more high profile whistleblowers come to prominence in the media.

Financial reporting, auditing and the audit committee

An essential source of reference and route map for the position of Non-executive director. Contains case studies and checklists throughout. Chapter 8 of the handbook covers Financial reporting, auditing and the audit committee and contains Model terms of reference for audit committee and Checklist for the audit committee.

Audit tenders: notes on best practice

Practical guide updated by the FRC in 2017 with case studies outlining how companies have approached the tendering process. Includes the following sections: Why tender?; Timing of a tender; Understanding your objectives; Selecting firms to involve; Running the tender; Making the decision; Transition.

Changing auditors

Provides an explanation of the statutory rules on auditor appointment, the termination of the old auditor’s appointment, and professional and contractual matters.

The nomination committee

An essential source of reference and route map for the position of Non-executive director. Contains case studies and checklists throughout. Chapter 6 of the handbook covers the role and work of the nomination committee and contains a Checklist for the nomination committee.

Women in the boardroom: a global perpective

Sixth edition of the report by the Deloitte Global Centre for Corporate Governance, first published in 2011 and last updated in 2019, giving an overview of current initiatives around the world to increase the number of women serving on corporate boards.

Moving the diversity dial

Calls for improvements in the detail and comparability of diversity disclosures are getting louder. Research suggests that greater executive-level commitment to public targets is needed, writes Dawn Cowie.

FRC report boosts case for diverse board

The case for diverse boards was given further clout after new research published by the FRC supported the thesis that it leads to better corporate culture and performance as well as benefiting businesses from a social justice perspective.

Information overload – practical tips

In recent years the length of board packs has increased significantly, especially in financial services, often surpassing a thousand pages. This information overload can hamper board members’ ability to think clearly, and thus their ability to make challenges where appropriate.

How whistleblowing helps companies

The latest ICAEW Connect and Reflect report shows how whistleblowing can help companies and provides an action plan for boards. We explore the five benefits of whistleblowing for companies and then outline the five-point action plan that boards can implement in order to maintain their systems of checks and balances.

The value of having the right culture

Sophie Black, Partner at Mercer and John Davies, Associate Director at EY share their views on the value and importance of culture in an organisation. Both speakers share details of their research into organisational culture and how culture can be measured.

How to Audit Culture

Internal audit will need to be clear how it intends to approach this task. To support auditors, ICAEW’s Internal Audit Panel, part of the Audit and Assurance Faculty, has produced this guidance, which provides practical advice on preparing and conducting an audit of culture. The guide includes eight tips to successfully establish the ‘audit of culture’ as part of internal audit’s core functions and enhance its value to your organisation. It also outlines the benefits of auditing culture.

How to end excessive pay

Excessive pay has been a growing source of public anger in recent years. Despite being snobbishly dismissed as populist prejudices, public perceptions of executive pay practices are largely accurate.

Does remuneration benchmarking reward failure?

Mark Freebairn, Partner and Head of the Financial Management Practice at Odgers Berndtson, and Ruth Bender, Professor of Corporate Financial Strategy at Cranfield School of Management, discuss executive pay and remuneration benchmarking.

The remuneration committee

An essential source of reference and route map for the position of Non-executive director. Contains case studies and checklists throughout. Chapter 7 of the handbook covers the role and work of the remuneration committee and contains a Checklist for the remuneration committee.

Managing social media to avoid reputational damage

Jennifer Janson, Six Degrees and Jamie Harley, PwC discuss the potential impact of social media on reputation, how best to manage this risk and use social media to the benefit of the organisation.

Guidance on risk management, internal control and related financial and business reporting

This guidance, from September 2014 integrates and replaces the FRC's Internal Control: Guidance to Directors and Going Concern and Liquidity Risk: Guidance for Directors of UK Companies. It links the guidance on internal control (Formerly known as the 'Turnbull guidance') with emerging good practice for risk management following the FRC's Board and Risk report and final recommendations of the Sharman Panel of Inquiry into Going Concern and Liquidity Risk.

Internal control and risk management

An essential source of reference and route map for the position of Non-executive director. Contains case studies and checklists throughout. Chapter 9 of the handbook covers Internal control and risk management and includes a Model terms of reference for an audit committee: internal control, risk management and internal audit

Risk committee - terms of reference

ICSA guidance note updated in June 2013 which provides 'model terms of reference for the risk committee of a company and is particularly relevant to banks and other financial institutions (BOFIs).' It 'draws on the experience of company secretaries and is based on best practice as carried out in some of the UK’s largest listed companies.'

Internal audit for the board

Fighting fraud: the internal audit

Martyn Scrivens, Chair of the ICAEW's Internal Audit Advisory Panel and Martin Robinson, consultant for the Fraud Advisory Panel and advisor to the Chartered Institute of Internal Audit, look at the role of internal audit and its use in preventing, detecting and responding to fraud.

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