Quality Review Advisory
Committee Charter
CPA Australia Ltd
ACN 008 392 452
1.
Definitions
Unless otherwise specified references to:
2.
a)
The Chair refer to the Chair of the Quality Review Advisory Committee (QRAC);
b)
The Board refer to the Board of Directors of CPA Australia Ltd. (CPA Australia); and
c)
PPAC refers to the Public Practice Advisory Committee.
Why the Committee exists
The Board has established the QRAC to provide it with the best possible advice and forum for
consultation on issues relating to the Quality Review (assurance) of members in public practice.
3.
4.
Purpose of QRAC
a)
The QRAC’s purpose is to advise the Board through management who in turn reports this
advice to the Board in relation to specific strategic questions and issues referred to it by the
Board or management through the Chief Executive Officer (CEO) or delegate.
b)
The Chair will bring to the attention of General Manager Public Practice (or equivalent) any
issues affecting the Quality Review program for public practitioners as soon as practicable.
c)
The QRAC is an advisory committee; it is not a committee created under Article 54 of the
Constitution and has no power delegated by the Board. The Board retains the responsibility to
develop and implement strategy for CPA Australia including the quality review program for
public practitioners.
d)
The QRAC has no power or authority to bind, instruct or direct the Board on any matter
(including in relation to member issues or any issue considered by the QRAC under this charter)
and it has no power to direct management on any matter.
Objectives of the QRAC
a)
Subject to paragraphs 4 (b) and (c), the QRAC must:
i)
provide advice to management to assist it in developing recommendations in relation to:
·
the strategic oversight of the Quality Review program for public practitioners
including its ongoing development and maintenance in accordance with the
policies of CPA Australia;
b)
c)
5.
·
current and anticipated trends in the Quality Review program both within
Australia and internationally, that may have an impact on CPA Australia’s
reputation, its ability to attract new members, its standing amongst employers or
its relationship with governments, regulators or other stakeholders;
·
the ways in which CPA Australia policy might affect CPA Australia’s reputation
particularly in respect of its ability to self-regulate;
ii)
oversee and make recommendations to the development of any proposed changes in
strategic direction of the Quality Review Program recommended by the General
Manager Public Practice (or equivalent);
iii)
endeavour to achieve effective and co-operative communication and interaction between
the QRAC and PPAC, advisory panels and CPA Australia management; and
iv)
oversee and make recommendations to management on the performance of the Quality
Review program, including reviewer performance, accreditation and training needs.
The responsibilities of the QRAC do not extend to:
i)
setting strategy;
ii)
approving implementation actions carried out by management; or
iii)
monitoring staff performance or outcomes (although management must keep the QRAC
informed about the progress of recommendations that the QRAC has made and the
progress of initiatives that have been agreed as part of the QRAC’s annual program).
Other than management and the Board, the QRAC is not obliged to take direction from, or to
provide advice, or answer any questions from, any division, branch or other governance group.
However, it will consider, and where applicable, make recommendations in relation to issues
raised by divisions or other business units or stakeholders.
Composition of the QRAC
a)
Membership
In addition to the Chair, the QRAC must consist of four members of CPA Australia appointed by
the Board.
b)
c)
Secondments
i)
the QRAC may decide to second other suitably qualified persons, who need not be
members of CPA Australia, to the QRAC to assist it in achieving its objectives;
ii)
such persons may attend up to two meetings of the QRAC per year; and
iii)
the Chair must first discuss any proposed secondment with the CEO or delegate.
Expertise
In appointing members to the QRAC, the Board should endeavour, but is not obliged, to
appoint:
i)
At least three members who hold a CPA Australia Public Practice Certificate, of which
two are principals in firms that trade as CPA practices; and
ii)
At least two members who are current reviewers.
d)
A member of the QRAC may fall into more than one of the above categories.
e)
Management, or the Chair in consultation with management, may provide recommendations to
the Board on the proposed appointments to the QRAC, for approval by the Board. Board
approval is not required where a secondment is proposed under paragraph 5 (b).
f)
6.
It is expected that membership of the QRAC will be renewed as members retire; with
management assisting the Board to undertake a review of the composition of the QRAC every
two years, to ensure that members have sufficient expertise and knowledge of the issues being
addressed by the QRAC.
Chair
It is recommended that the Board appoint a non-member, independent Chair on the recommendation of
the Nomination and Remuneration Committee.
The Chair will be appointed for a term of two years.
7.
8.
9.
Tenure
a)
Subject to paragraph 7(b) below, members of the QRAC (including the Chair) will be appointed
for an initial term of two years subject to annual confirmation by the Board. Members of the
QRAC may be renominated for two further terms of two years each, but may not serve on the
QRAC for more than six years.
b)
In accepting membership of the QRAC, its members acknowledge that the skills and experience
required may change as CPA Australia’s Quality Review program strategy changes.
QRAC Secretary
a)
The QRAC Secretary will be the General Manager Public Practice (or equivalent) or delegate.
Administrative support will be provided by the public practice (or equivalent) department of CPA
Australia.
b)
The Company Secretariat will liaise with the public practice team in relation to reporting to the
Board.
Meetings and business of the QRAC
a)
The QRAC may meet up to four scheduled times a year, subject to the requirement for
additional unscheduled meetings to be approved as set out in this charter.
b)
The QRAC may meet either in person or by telephone or by any other means of communication
by which all persons participating in the meeting are able to hear and be heard by all other
participants. A meeting conducted by telephone or other means of communication is deemed to
be held at the place agreed upon by the persons attending the meeting, provided that at least
one of the persons present at the meeting was at that place for the duration of the meeting.
c)
The Chair should consider calling an unscheduled meeting if requested to do so by not less
than three members of the QRAC. Where an unscheduled meeting is to be held in person, the
Chair should first obtain the approval of the Chief Operating Officer Member Services (or
equivalent) prior to scheduling the meeting.
d)
In the case of meetings held in person, the QRAC should meet at the location that is the most
cost effective for all QRAC members and attendees to travel to and approved by the Chief
Operating Officer Member Services (or equivalent) as part of the QRAC’s annual program. If the
Chair wishes to meet at a location other than the most cost effective, he or she must first obtain
the Chief Operating Officer Member Services’ (or equivalent) approval prior to scheduling the
meeting in that location.
e)
In the Chair’s absence, the remaining committee members must elect from one of their number,
a chair for that meeting.
10.
Quorum
A majority of members of the QRAC will constitute a quorum. The quorum must be present for the
entire meeting.
11.
12.
Attendance at meetings
a)
Any member of the Board, the CEO or delegate may attend any meeting of the QRAC.
b)
The QRAC Secretary or delegate may attend any meeting.
c)
Any employee or member of CPA Australia, or any other person, including non-members may
attend meetings of QRAC subject to the agreement of the Chair and the General Manager
Public Practice (or equivalent).
QRAC papers
The QRAC Secretary must distribute in advance of a meeting an agenda and any related papers to:
13.
14.
15.
a)
each member of the QRAC;
b)
on request, the CEO or any member of the Board; and
c)
any other person to whom the Chair directs the QRAC Secretary to send papers.
QRAC Minutes
a)
The QRAC Secretary must prepare minutes of meetings and forward them to the Chair for
approval within ten working days of the meeting.
b)
Minutes of meetings must be confirmed at the next meeting of the QRAC and signed by the
Chair as soon as practicable following approval; and
c)
On request, minutes of QRAC meetings must be made available to the CEO, Company
Secretary or any member of the Board.
Expenses
a)
Members of the QRAC attending any meeting of the QRAC will be entitled to such reasonable
travel, accommodation and other expenses in accordance with CPA Australia policies approved
by the Board.
b)
If any member of the QRAC requires clarification as to whether or not their expenses will be
reimbursed by CPA Australia, they should address the enquiry to the General Manager Public
Practice (or equivalent) in the first instance.
c)
QRAC members must seek reimbursement as soon as practicable after incurring the expense.
Code of Conduct
The members of the QRAC must comply with the Code of Ethics for Professional Accountants and any
code for volunteers or committee members approved by the Board and as amended from time to time.
These Codes are available on request.
16.
Budgets
The QRAC does not have responsibility for setting or approving budgets. It has no power other than as
specifically set out in this charter to incur any costs or commit CPA Australia to any payment, other than
as approved by management.
17.
Reporting to the Board
a)
b)
18.
Management must report to the Board at upon request concerning:
i)
the work undertaken by the QRAC;
ii)
matters requiring approval or endorsement from the Board;
iii)
matters about which the QRAC believes the Board ought to be informed in respect of
Quality Review; and
iv)
any other matter relevant to the QRAC’s role and responsibilities.
If there are fundamentally opposing views between the QRAC and management on matters
being considered by the QRAC, the Chair, the Chief Operating Officer Member Services (or
equivalent) and the General Manager Public Practice (or equivalent) must ensure that these
matters are brought to the attention of the President and that the Board is made aware of each
of the opposing views. The Board may make any determination on these matters that it thinks
fit.
Communication with other stakeholders
PPAC
The Chair and General Manager Public Practice (or equivalent) or delegate will endeavour to establish
functional and productive relationships with CPA Australia’s PPAC.
This may include the attendance or invitation by either Chair to attend meetings of either group, or to
convene separate meetings of the Chairs, management or other relevant stakeholders as required.
First approved by the Board: 4 July 2008
Amended: 30 August 2012