Public Interest Committee - Terms of Reference

1. Purpose

The Public Interest Committee ("the PIC") is established to support MHA Audit Services LLP (“Audit LLP”) in meeting its obligations under the FRC’s Audit Firm Governance Code (2022) (“AFGC” or “the Code”) and to promote stakeholder confidence in the Audit LLP’s commitment to audit quality, ethical conduct, and the public interest. The PIC enables the Independent Non-Executives (INEs) to discharge their responsibilities under the Code.

The PIC responsibility extends across all UK entities within the MHA group. In this regard, whilst their main focus is on the Audit LLP they may also challenge the MHA Management Board on matters relating to the wider UK firm that are relevant to the Audit LLP and that impacts on public interest.

Its core objectives are to:

• Promote audit quality;
• Ensure that public interest considerations are embedded in the firm’s governance and decision-making;
• Safeguard the sustainability and resilience of the audit practice;
• Provide a forum for discussing the impact of developments within the profession, the regulatory environment and wider society, and to advise on how the Audit LLP should respond.

2. Responsibilities

In serving the public interest and complying with the AFGC framework, the PIC will observe, advise, support and challenge the Audit LLP in the following areas:

• Audit Quality – Support the Audit LLP’s commitment to consistently delivering high-quality audits that serve the public interest. This includes oversight and challenge of internal and external quality reviews (including AQR and QAD), the progress against the Strategic Audit Quality Plan and the Single Quality Action Plan, and the firm’s System of Quality Management (SoQM).
• People – Review the firm’s people proposition and associated policies, including recruitment and retention, learning and development, performance evaluation, succession planning, reward and incentives, and diversity and inclusion. The PIC will also review staff engagement results and workforce metrics for the audit practice.
• Ethics and Independence – Support high standards of ethical conduct and independence in line with the ICAEW Code of Ethics and the FRC’s Revised Ethical Standard. This includes obtaining updates from the Ethics Partner, oversight of compliance breaches, and monitoring the effectiveness of the firm’s whistleblowing and ‘speak-up’ arrangements. The Register of Shareholdings in MHA plc and formal risk assessments are expected to be reviewed quarterly by the PIC.
• Culture – Review the firm’s approach to establishing and embedding a culture grounded in professional scepticism, accountability, integrity and transparency, particularly within the audit stream. The PIC may consider cultural indicators, behavioural risk assessments and tone from the top.
• Risk and Controls – Support the firm’s assessment of operational and compliance risks through review of management information and internal control effectiveness. This includes receiving updates from the Head of Risk and MLRO, and reviewing the activities of the Engagement Risk Acceptance Panel (ERAP).
• Sustainability and Resilience – Advise on the longer-term sustainability of the audit practice, including resource planning, investment in quality-enabling infrastructure, and organisational resilience. The PIC may also consider network-level initiatives relevant to audit quality.
• Stakeholder and Regulatory Engagement – engage 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.
• Global and Network Context – Where appropriate, the PIC will consider developments and best practices from the Baker Tilly International network and global regulatory trends, as they relate to the public interest.

For the avoidance of doubt, the PIC only has responsibility over the UK entities within the MHA group.

3. Membership and Composition

As at the date of this policy review, the Public Interest Committee (PIC) is made up of:

• All the Independent non-executive (INE) members
  • Mark Goodey (Chair)
  • Dianne Azoor Hughes
  • Tim Davis
• The CEO of MHA plc
  • Rakesh Shaunak

The Partnership Secretary shall act as Secretary to the Committee and provide support as required.

In accordance with provision 29 of the Code, at least one INE should have competence in accounting and/or auditing, gained for example from a role on an audit committee, in a company’s finance function or at an audit firm.

Attendees (by invitation):

• Chair of MHA Audit Services LLP Management Board
• Chief Risk Officer
• The UK Firm’s Ethics Partner
• Other senior leaders (e.g., Finance, HR, IT) as relevant

• Appointment

  The Board of Directors of MHA plc can appoint up to two members to the PIC subject to provision 29 of the FRC’s Audit Firm Governance Code.

  The INEs shall have the right to object to any proposed appointment and may also recommend the removal of a member to the Board of Directors of MHA plc where independence may be compromised.

• Chairing

  In accordance with provision 29 of the FRC’s Audit Firm Governance Code, the Chair of the PIC is an INE which as at the date of this policy review is Mark Goodey.

  In the absence of the Chair, the members present shall elect one of the INEs present to act as Chair for that meeting.

• Attendance of Non-Members

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

4. Appointment and Tenure

• Term of Appointment

  Members of the PIC shall be appointed for a term of three years, which may be reviewed by the board of MHA plc .

• Partnership Requirement

  All Members, other than the INEs, 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 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 by the board of Directors of MHA plc.

5. Meetings and Quorum

• The Committee shall meet at least twice per year. Additional meetings may be convened by the Chair or any member.
• Quorum: Two INEs and one member.
• A conflict-of-interest declaration shall be made at the start of each meeting.
• Meetings may be held in person or virtually.
• Agendas and papers shall be issued at least five calendar days in advance.

6. Conduct

Members are expected to:

• Understand the role of the PIC;
• Review, challenge and propose action on reports presented;
• Participate actively and support an open culture;
• Follow up on actions as agreed.

7.  Reporting and Disclosure

• Minutes shall be prepared for all meetings and circulated first to the Chair, then to all members for approval.
• Approved minutes shall be shared with the Audit Oversight Committee, MHA plc Board and may be shared with other boards as appropriate.
• A summary of discussions may be communicated to partners of MHA Member LLP.
• These Terms of Reference shall be published on the firm’s external website.
• The Committee shall provide a statement annually within the Transparency Report.

8. Review of Effectiveness

• The Committee shall conduct an annual self-assessment of its effectiveness, including review of its composition, remit, and performance.
• These Terms of Reference shall be reviewed annually and updated to reflect regulatory changes, stakeholder expectations and firm structure.

9. Authority

The Committee is authorised to:

• Access any information or personnel required to fulfil its remit;
• Seek independent professional advice where necessary;
• Engage directly with regulators, stakeholders, and representatives of public interest entities.

Last policy review and update 20 March 2026

Approved by Public Interest Committee: 
Date: 20.03.2026

Approved by MHA plc:
Date: 20.03.2026