Discover the Terms of Reference for our Management Board of MHA Audit Services LLP

1. Purpose

The Management Board (the "Audit Board") of MHA Audit Services LLP (“the Audit LLP”) is responsible for the strategic, operational, financial and regulatory leadership of the Audit LLP. It ensures that the LLP complies with all applicable legislation, professional standards, and regulatory requirements, and that audit quality, independence, and public interest remain central to its activities.

The Audit Board operates independently of MHA plc (the “Parent”), with accountability to the Responsible Individuals (“RI”s), the Audit Oversight Committee (the “AOC”), the Public Interest Committee (“the PIC”) and the relevant regulators (ICAEW and FRC).

2. Composition

The Audit Board shall comprise five individuals, each of whom must hold Responsible Individual (RI) status.

Election and Appointment

Audit Board members shall be elected by the RIs of the Audit LLP. From this elected pool, the Parent (MHA plc) may nominate appointments to the Audit Board, subject to the governance procedures set out in the LLP Agreement.

The AOC shall have the right to object to any proposed appointment and may also recommend the removal of an Audit Board member where independence or audit quality may be compromised.

Independence from Parent

No individual who is a Board member, director, or officer of MHA plc may sit on the Management Board of the Audit LLP. This separation ensures the governance independence of the Audit LLP to meet regulatory requirements.

Voting Rights and Chairing

Each Audit Board member shall have one vote on matters requiring a decision. In the event of a tied vote, the Chair (if present) shall hold the casting vote.

In the absence of the Chair, the Audit Board members present shall elect one of their number to act as Chair for that meeting.

Attendance of Non-Members

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

3. Responsibilities

The Audit Board is responsible for the strategic, operational, regulatory, and ethical leadership of MHA Audit Services LLP, ensuring the firm maintains audit quality, independence, and public interest at the heart of its business. Its responsibilities include:

Strategy and Leadership

• Setting the strategic direction of the Audit LLP.
• Translating strategy into operational execution while embedding audit quality, independence, and the public interest throughout the business.

Governance and Oversight

• Operating the Audit LLP in full accordance with the LLP Agreement, the Audit Master Services Agreements, and the RI Control Co Trust Deed.
• Complying with the requirements of the Audit Firm Governance Code.
• Upholding governance independence from MHA plc, ensuring that decisions relating to the Audit LLP are taken autonomously by the Audit Board in line with regulatory requirements..

Regulatory and Quality Compliance

• Ensuring compliance with all applicable legislation and professional standards, including those issued by the FRC, ICAEW and under the Companies Act 2006.
• Take ultimate responsibility for the Firm’s System of Quality Management (SoQM) including the establishment, maintenance, and ongoing enhancement of the firm’s SoQM in accordance with ISQM (UK) 1.
• Monitoring the effectiveness of internal quality control and regulatory compliance processes.

Risk and Ethics

• Responsible for the Audit LLP’s risk management framework, including audit engagement acceptance, continuance and client risk assessment procedures.
• Ensuring that audit independence is safeguarded at all times, including preventing any reward or incentive structures that could encourage the cross-selling of non-audit services.
• Promoting a culture of ethical leadership and professional scepticism consistent with the FRC’s Revised Ethical Standard and ICAEW Code of Ethics.

Operational Management

• Managing financial planning, budgeting, resourcing, and infrastructure requirements to support high-quality audit delivery.
• Overseeing operational performance and resource allocation in line with the Audit LLP’s strategic objectives and regulatory requirements.
• Overseeing the UK Leadership Group’s compliance with respect to audit partner performance assessment, improvement where necessary, and remuneration.
• Engaging proactively with the AOC, the PIC, MHA plc, and external regulators, including the FRC and ICAEW.
• Ensuring that the Audit LLP is not required to adopt any policies or procedures issued by the Parent unless such policies have been formally reviewed and approved by the Audit Board. The Audit Board is responsible for safeguarding this independence in practice.

4. Appointment and Tenure

Term of Appointment

Members of the Audit Board shall be appointed for a term of three years, which may be renewed once, subject to continued eligibility and approval in accordance with the LLP Agreement.

RI Status Requirement

All Audit Board members must maintain Responsible Individual (RI) status for the duration of their term. RI status is a condition of eligibility and continued service.

Cessation and Replacement

If an Audit Board member ceases to hold RI status 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 set out in the LLP Agreement, ensuring continuity of governance and compliance with regulatory requirements.

5. Meetings and Reporting

Frequency and Format

The Audit Board shall meet at least monthly, with additional meetings convened as necessary. Meetings may be held virtually or in person, at the discretion of the Chair.

Agenda and Preparation

The Chair shall be responsible for setting the agenda in advance of each meeting. Supporting papers shall be circulated in sufficient time to allow informed discussion and decision-making.

Attendance and Quorum

A quorum shall consist of at least two-thirds of Audit Board members.

Guests may attend all or part of a meeting only by invitation of the Chair.

Minutes and Reporting

Minutes shall be recorded for all meetings and approved by the Chair. These shall be made available to:

• All members of this Audit Board
• The Public Interest Committee
• The AOC
• MHA Management Board
• MHA plc board
• Regulators (upon request)

6. Interaction with the Audit Oversight Committee (AOC)

The AOC shall review and approve all appointments to the Audit Board.

AOC may object to or seek removal of an Audit Board member if independence or quality is compromised.

Audit Board minutes shall be shared with the AOC, MHA Management Board and MHA plc board.

7. Evaluation and Review

Each Audit Board member’s performance shall be evaluated annually by the MHA plc board.

8. Review of Terms of Reference

These Terms of Reference shall be reviewed annually by the Audit Board and updated as necessary to reflect any changes required.

Approved by the MHA Audit Services LLP Management Board:

Date: Tuesday 6 January 2026