Audit Oversight Committee of MHA Audit Services LLP - Terms of Reference

1. Purpose

The Audit Oversight Committee (AOC) is responsible for oversight of the strategy, performance and operations of MHA Audit Services LLP (“the Audit LLP”) by the Audit LLPs Management Board (“the Audit Board”). Its purpose is to oversee and challenge the Audit LLP on behalf of the RIs to maintain high standards of audit quality in the public interest, including compliance with applicable laws and regulations, and continuous improvement of its System of Quality Management (SoQM). For the purposes of SoQM it is acknowledged that aspects of the SoQM will sit outside of the Audit LLP and for monitoring and challenging the SoQM the AOC should consider those entities as well (this is referenced as “the Firm”).

2. Authority

The AOC operates independently of the Audit LLP’s Management Board in an Oversight role. At present, it is not expected that AOC has oversight in relation to any overseas operation whose oversight remains under the responsibility of MHA plc.

It has the authority to:

• Access all information and personnel necessary to fulfil its responsibilities.
• Commission internal or external reviews related to audit quality.
• Report directly to the FRC and/or the ICAEW where appropriate.
• Raise concerns regarding the Audit LLP or audit quality to the Audit LLP’s Management Board.

3. Responsibilities

The AOC shall have responsibility for oversight and challenge in the following areas:

3.1 Audit Oversight

• Oversee the design, implementation, operation, monitoring and ongoing improvement of the Audit LLP’s System of Quality Management (SoQM) in accordance with ISQM (UK) 1, ensuring it remains responsive to internal and external risks and changes in the audit environment.
• Challenge and maintain oversight of the strategic direction of the Audit LLP and the Strategic Audit Quality Plan
• Maintain oversight of both internal quality monitoring and external inspection outcomes (including those from the FRC’s AQR and the ICAEW’s QAD), and ensure that appropriate, timely, and sustainable remediation plans are implemented and tracked.
• Review the delivery and effectiveness of actions under the Audit LLP’s Single Quality Action Plan, ensuring they are prioritised appropriately and embedded across all relevant levels of the firm.
• Monitor audit partner and engagement team performance through structured evaluation processes and oversee corrective or developmental actions where needed to maintain and improve audit quality.
• Review whether the firm’s resource planning and allocation—financial, personnel and operational—is sufficient to support the consistent performance of high-quality audits. This includes:
• Oversight of the annual Audit LLP budget to confirm alignment with the firm's quality objectives;
• Oversight of the appropriate resourcing of audit teams, including portfolio reviews, availability of technical support, and access to training and tools;
• Challenging resourcing decisions, including investment in quality-enabling functions, to reflect the Audit LLP’s stated commitment to audit quality.
• Provide oversight of MHA’s audit methodology and related audit policies, including confirming that:
• The methodology is up to date, fit for purpose, and appropriately applied across engagements;
• The Audit Board is kept informed of updates in auditing standards, ethical requirements and regulatory expectations across all relevant jurisdictions (to be defined);
• Any changes to methodology or policy are properly assessed, tested, and implemented across the practice, including necessary training and communication.

3.2 Independence and Ethics

• Monitor that threats to auditor independence are identified and appropriately mitigated in accordance with the FRC Ethical Standard.
• Oversee the operation of the Audit LLP’s independence policies.

3.3 Culture and Leadership

• Assess how the Audit LLP promotes a culture of professional scepticism, accountability, and continuous improvement in audit quality.
• Assess whether the tone from the top recognises and reinforces the Audit LLP’s commitment to audit quality and ethical conduct to demonstrate the Audit LLP’s role in serving the public interest by consistently performing quality engagements.

3.5 Governance Safeguards

• Review the independence of the audit function from the wider MHA Group and its shareholders or members.
• Object to, or recommend removal of, the Audit LLP’s Management Board members where their presence could compromise audit quality or independence.
• Object to, or recommend removal of, those with operational responsibility appointed to the Audit Council, Ethics Council or other relevant internal Committees within the Audit LLP.

3.6 Stakeholder and Regulatory Engagement

• Provide a forum for engagement with regulators, investors, audit committees and other external stakeholders. This includes review of stakeholder feedback relating to audit quality and independence, and contributing to the development of the Transparency Report, including the INE Statement.

4. Composition

The AOC shall comprise all INEs and three RIs from the Audit LLP.

Election and Appointment

The RI members shall be elected by the RIs of the Audit LLP. From this elected pool, the plc Board will select three RI members.

The Audit LLP Management Board may recommend the removal of an RI member where independence or audit quality may be compromised.

Independence from Parent

No individual who is a director, or officer of MHA plc may sit on the AOC of the Audit LLP. Membership must avoid conflicts of interest, and no Audit LLP Management Board member is eligible to be a member of AOC. This separation ensures the governance independence of the Audit LLP.

Voting Rights and Chairing

Each RI member shall have one vote on matters requiring a decision. The INEs do not get a vote but one will be elected Chair of the AOC. In the event of a tied vote, due to a voting member not being present, the decision shall be deferred until the next meeting.

Attendance of Non-Members

Attendance at AOC meetings is restricted to members, except where guests (whether internal or external) are invited at the discretion of the Chair.

5. Appointment and Tenure

As at today, the Public Interest Committee (PIC) is made up of:

• All the Independent non-executive (INE) members
• Mark Goodey (Chair)
• Dianne Azoor-Hughes
• Tim Davies
• RI members
• Duncan Cochrane-Dyet
• Russell Cooper
• Ryan Swan

Term of Appointment

Members of the AOC shall be appointed for a term of three years, which may be renewed subject to continued eligibility and approval.

RI Status Requirement

All voting members must maintain Responsible Individual (RI) status for the duration of their term. RI status is a condition of eligibility and continued service. All elected members must be partners in MHA Member LLP duration of their term. Partnership of MHA Member LLP is a condition of eligibility and continued service.

Cessation and Replacement

If a member ceases to hold RI status at any point during their term, they shall be required to step down immediately. If an elected member ceases to be a partner in MHA Member LLP at any point during their term, they shall be required to step down immediately. A replacement shall be appointed in accordance with the election and approval process, ensuring continuity of governance and compliance with regulatory requirements.

6. Meetings and Reporting

• The AOC shall meet at least quarterly, and more frequently if required.
• The Chair shall set the agenda in advance.
• Minutes shall be maintained and distributed to the members, the Audit LLP’s Management Board, the Public Interest Committee and MHA plc’s board and regulators upon request.
• The AOC will ensure there is effective two-way communication with the plc Board. It will deliver updates on challenge and oversight being undertaken of the Audit LLP.

7. Review of Terms of Reference

These Terms of Reference shall be reviewed annually by the AOC and updated as necessary to reflect regulatory changes or best practice developments.

Any changes must be approved by the MHA plc board.

Last updated 12 November 2025

Approved by Audit Oversight Committee:
Date: 12.11.2025

Approved by MHA Audit Services LLP Management Board:
Date: 28.11.2025