Finance Committee (FC) terms of reference

Terms of Reference agreed: November 2023
Next review date: September 2024


The Finance Committee (FC) is a Committee established to provide the Board with timely advice and assurance in relation to its remit and to make specific decisions and undertake specific functions as delegated to it by the Board.

The remit of the FC, therefore, is principally to advise the Board and to support the Chief Executive/Accounting Officer on finance, budget management, corporate and annual business planning and the performance management framework.


The FC is required and authorised by the Board to provide advice, oversight and scrutiny on strategy, management and performance in relation to finance, business planning and performance, charge schemes, commercial matters (including timber sales and marketing activity), compliance,  programme management office and contract management office. In carrying out its role, FC will focus on strategic direction and development, and in scrutinising performance and delivery.

FC will need to ensure that in carrying out its role it does not duplicate that of the Audit and Risk Assurance Committee (ARAC). The role of ARAC is to advise the Board on risk, financial stewardship and accountability, control and governance. ARAC will also continue to scrutinise improvements made in response to reviews undertaken by Internal Audit.

FC and ARAC have complementary roles. FC will be forward looking, making decisions within their remit and providing advice to the Board on financial and performance matters as required. ARAC will scrutinise and provide assurance as required. FC will lead in reviewing progress on commercial activities, sales, and marketing (including of timber), with ARAC providing the overview. 

FC will scrutinise and provide assurance to the Board on performance towards the Corporate Plan Wellbeing Objectives as relevant to FC.


The responsibilities of FC are to:

Performance Management: 

  • Provide steer, advice and challenge in the development of NRWs performance management framework and the annual business plan, supporting operational performance metrics and management information to ensure alignment with the well-being objectives and long-term vision (to 2050);

Financial Management:

  • Provide steer, advice and challenge to ensure the development of appropriate finance strategies, management reporting, and plans;
  • Scrutinise the annual Budget prior to submission to the full Board for approval, challenging the underlying assumptions and advising the Board on its adoption; and approve any in-year revisions to the opening budget;
  • Provide detailed oversight and scrutiny of the financial performance of NRW through the monthly and quarterly management financial statements to ensure appropriate and effective use of funds; providing the Board with detailed assurance around levels of performance;
  • Monitor the financial position and future prospects/sustainability of the organisation to ensure that it can continue to meet its commitments and strategic objectives;
  • Champion the importance of value for money, ensure appropriate financial controls are in place and monitor performance;
  • Review and scrutinise the performance report included in the Annual Report and Accounts;
  • Provide oversight and advice in relation to the funding of the NRW membership of the Local Government Pension Scheme;
  • With specific authority delegated to it by the Board, make any non-reserved financial approvals as laid out in Manging our Money (MoM), NRW’s financial scheme of delegation, escalating or passing approvals through to Board as it deems appropriate

Procurement, contracts and agreements: 

  • Provide oversight and scrutiny of procurement, contract management, grants, land management agreements and other partnership agreements as appropriate;
  • Provide oversight and scrutiny of Programme and Project assurance through the Programme Management Office;

ICT and Business transformation:

  • Provide oversight and scrutiny of the delivery of business transformation and ICT transformation programmes, and receive and consider regular reports on the ICT strategic workplan and related investment position; 

Strategic charging programme:

  • Provide advice and steer to the strategic charging programme in relation to changes in current charge schemes and in the development of new schemes;

Sustainable commercial activities

  • Provide steer, advice and challenge in the development of commercial strategies and plans;
  • Oversee and scrutinise the delivery of commercial plans and performance;
  • Scrutinise and challenge key risks and issues for timber sales and marketing and the embedding of governance and process improvements in these spheres;


FC will be chaired by Helen Pittaway.

FC will aim to meet at least four times per year, typically to assist the programming and budgetary cycle.

Additional meetings may be convened as and when required, particularly to support the requirements to scrutinise financial performance in advance of subsequent Board meetings.


Membership will include four non-executive Board members (inclusive of the Chair).

The Executive Director of Finance and Corporate Services and the Accounting Officer/Chief Executive will also normally attend meetings.

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