Finance & Remuneration Committee Terms of Reference
1. Purpose and Scope
1.1

The Finance & Remuneration Committee (the Committee) is a sub-committee of
the Board of Trustees:i)

On behalf of the Board it ensures the system of internal control issatisfactory to deliver regulatory compliance, financial probity and value
for money. It also reviews and challenges financial plans andperformance including investment, in the interest of the long-term
financial viability of the CQI.

ii)

To review financial statements and to make to recommendations for theirapproval to the Board.

iii)

To review the audit process.

iv)

To act as Remuneration Committee.

2. Accountabilities and Communication
2.1

The Committee works in partnership with the Executive and is accountable to
the Board.

3. Duties
The Committee’s duties are as follows:
Duty

Frequency

3.1

To review the annual operational plan and budget
together with the annual capital expenditurebudget.

3.2

Scheduled for:Annually

November 2019

To review the underlying risks in these plans andmake recommendations to the Board accordingly.

Annually

November 2019

3.3

To review the processes, mechanisms and reporting
structure in place for managing financial planningand performance

Every 2
years

September 2021

3.4

To regularly review the following policies,
performance and risk profile, and recommend anychanges to the Board:

Annually

September 2020

Annually

November 2019

Quarterly

March 2020

i)

CQI’s investment policyii) CQI’s reserves policyiii) Performance

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3.5

To review annual statutory accounts and ensure
they comply with all relevant legislation and bestpractice, paying particular attention to:i)Annually

Critical accounting policies and practise, andany changes in them

Draft:March 2020
Final:
May 2020

ii) Decision requiring a major element of
judgmentiii) The extent to which the financial statements
are affected by any unusual transactions in
the year and how they are disclosediv) The clarity of disclosuresv) Significant adjustments resulting from theauditvi) The going concern assumptionvii) Compliance with accounting standards.
3.6

Consider and make recommendations to the board
in relation to the appointment, re-appointment andremoval of the CQI’s external auditors.

3.7

Review and monitor the external auditor’s
independence, objectivity and the effectiveness of
the audit process.

3.8

Oversee the relationship with the external auditor.

3.9

Review and approve the scope of the annual audit

3.10 Review the findings of the audit and monitor
progress on their implementation

Every 10years

Ahead of 2023 audit(as per decision in
May19 FRC meeting)

Annually

May 2020

Annually

May 2020

Annually

March 2020

Quarterly

May 2020

3.11 To Review and agree annual remuneration, goals,
objectives and performance measures of the Chief
Executive.
3.12 To Review and Recommend to the Board the annual
CQI remuneration policy (including annual
increase).
3.13 To review and recommend any changes to
employment policies for all staff, including pension
schemes and any general arrangements for
performance related pay.

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Included within 3.12

Annually

November 2019

Now moved to GRC
remit3.14 To Review and recommend to the Board thesuccession plan for the Chief Executive and Senior
Management Team.

As and when risks arise, as indicatedto FRC by SMT

3.15 To review the performance of the Investment FundManager

Annually

March 2020

4. Constitution
4.1

The membership of the Committee is as follows:i) Honorary Treasurerii) Chair of the Board of Trusteesiii) Chief Executive Officeriv) Head of Financev) Executive Director of Corporate Services

4.2

The Honorary Treasurer will be the Chair

4.3

The Committee will be supported by the Executive

4.4

The Committee may invite other people to attend meetings, including
representatives of the external auditors.

5. Meetings
5.1

The committee will meet regularly as judged appropriate by the chair. The chair
may call an additional Committee meeting at any time.

5.2

The business of each meeting shall be determined by the Chair.

5.3

There quorum will be two members, one of whom must be a Trustee.

5.4

Meetings may take place electronically, physically or by conference call. Voting
shall be decided by a simple majority of members participating. The Chair of themeeting has the casting vote.

6. Responsibilities of Members
6.1

Members have a duty at all times to demonstrate attributes of integrity, honesty
and openness and shall declare wherever appropriate any interests material todiscussion or decisions.

6.2

All information forming part of the proceedings of the Committee shall beconsidered as confidential unless the Chair expressly indicates otherwise and all
Members and volunteers are required to abide by the Volunteers Code of
Conduct.

6.3

The CQI will reimburse non-Executive members for reasonable expenses
incurred wholly and necessarily in carrying out the work of the Committee (Ref.
Expenses Policy).

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7. Changes to these Terms of Reference
7.1

The Committee will review its terms of reference annually and agree changes tothese Terms of Reference in consultation with the Board of Trustees.

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