# Board Committee Terms of Reference Source: https://nerix.ai/templates/board-committee-terms-of-reference Define what a board committee is for: members, powers, meetings, reporting and how it is reviewed. Before you send it Some committees, such as audit committees, have duties set by company law, listing rules or a regulator. Check what applies to your company and the place where it is registered. ## Fill it in and preview You are signed in. Fill it in your workspace and it is kept as a document you can send, share and have signed. [Open in your workspace](https://app.nerix.ai/documents/templates/board-committee-terms-of-reference) ### Audit and Risk Committee : terms of reference **Company:** Northfield Foods Ltd **Approved by the board on:** 10 October 2030 ## 1. Purpose To help the board oversee financial reporting, internal controls, risk management and the work of the auditors. ## 2. Members At least 3 non-executive directors. The board names the chair. The finance director attends but does not vote. **Quorum:** Two members, including the chair or a member named to act as chair . **Secretary:** The company secretary . ## 3. Meetings At least 4 times a year, before the board meets. The secretary sends the agenda and papers 5 working days before. The external auditor may ask for a meeting at any time. Members declare any conflict of interest at the start of a meeting and leave the discussion if the chair asks them to. ## 4. Duties Review the annual accounts before the board signs them Review the risk register each quarter Oversee the internal audit plan Recommend the external auditor and agree their fee Review how staff can raise concerns in confidence ## 5. Powers May ask any employee for information, take outside advice at the company's cost up to 25,000 a year without further approval, and speak to the auditors without management present. ## 6. Decisions and recommendations It decides the internal audit plan. It recommends the accounts, the auditor and risk policy to the board. ## 7. Reporting The chair reports at the next board meeting after each committee meeting. Minutes go to all directors. A yearly report is included in the annual report. ## 8. Review These terms are reviewed: Every year, and the committee also reviews its own performance each year . Changes are approved by the board. Templates are a careful starting point, not legal advice. Where the law matters, check what applies where you are. Company and legal ## What this template is for Terms of reference for a board committee such as audit or remuneration. Set purpose, members, powers, meetings, reporting and review. Word or PDF. It is free to fill in online, needs no account, and downloads as a Word document or a PDF. [See all Company and legal templates](https://nerix.ai/templates/company-legal) Company and legal ## What you fill in The form asks for 13 details. The document fills itself in as you type. - ### Company For example: Northfield Foods Ltd - ### Committee name For example: Audit and Risk Committee - ### Approved by the board on For example: 10 October 2030 - ### Purpose For example: To help the board oversee financial reporting, internal controls, risk management and the work of the auditors. - ### Members and chair For example: At least 3 non-executive directors. The board names the chair. The finance director attends but does not vote. - ### Quorum For example: Two members, including the chair or a member named to act as chair - ### Meetings For example: At least 4 times a year, before the board meets. The secretary sends the agenda and papers 5 working days before. The external auditor may ask for a meeting at any time. - ### Duties One duty per line. For example: Review the annual accounts before the board signs them Review the risk register each quarter Oversee the internal audit plan Recommend the external auditor and agree their fee Review how staff can raise concerns in confidence - ### Powers For example: May ask any employee for information, take outside advice at the company's cost up to 25,000 a year without further approval, and speak to the auditors without management present. - ### What it decides and what it recommends (optional) optional For example: It decides the internal audit plan. It recommends the accounts, the auditor and risk policy to the board. - ### Reporting to the board For example: The chair reports at the next board meeting after each committee meeting. Minutes go to all directors. A yearly report is included in the annual report. - ### Committee secretary For example: The company secretary - ### Review of these terms For example: Every year, and the committee also reviews its own performance each year Company and legal ## What is inside The parts of this document, in order. - 1 1. Purpose - 2 2. Members - 3 3. Meetings - 4 4. Duties - 5 5. Powers - 6 6. Decisions and recommendations - 7 7. Reporting - 8 8. Review Templates ## How it works - 01 ### Fill in Type your details in the form. The document fills itself in as you type; click any gap to jump to its field. - 02 ### Check Read it through. Gaps you have not filled stay marked, so nothing goes out half done. - 03 ### Download Save it as a Word document to edit further, or as a PDF to send or print. ### Make it yours with AI Open it in the chat and ask for changes: shorter, firmer, another situation, another language. [Adapt it with nerix](https://nerix.ai/try?template=board-committee-terms-of-reference) ### Was this template helpful? Company and legal ## Questions people ask ### What details does this template ask for? The form asks for 13 details, starting with Company, Committee name, Approved by the board on, Purpose, Members and chair. 1 more are optional. ### Can I download this template as Word or PDF? Yes. When you have filled in the form, save it as a Word document to keep editing, or as a PDF to send or print. It is free and needs no account. ### Is what I type sent anywhere? No. What you type stays in your browser while you fill in the document. It only goes to nerix if you choose to open the template in the chat. ### What should I check before I use this template? Some committees, such as audit committees, have duties set by company law, listing rules or a regulator. Check what applies to your company and the place where it is registered. ### Are these company templates free? Most are. Fill in and download them for free as Word or PDF, with no account. A few longer documents are premium: free to fill in, paid once to download, and marked with their price. ### Is a template the same as legal advice? No. A template is a careful starting point. Company, contract and data protection law differ by country, so have a lawyer read anything that carries real risk before you sign. ### Can I change the clauses? Yes. Download the Word version and edit it, or open the template in the nerix chat and ask for a clause that is stricter, shorter or in another language. Templates ## More in Company and legal - [Acceptable use policy Set clear rules for using your systems, accounts, devices and services, and what happens when they are broken. Company and legal](https://nerix.ai/templates/acceptable-use-policy) - [Agency agreement Appoint an agent to find customers and negotiate sales for you in an area, for a commission. 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