Board Terms of Reference

These are the terms of reference to enable the Chairman and the Commissioners to execute certain responsibilities through the Board of HMRC, who will provide leadership and strategic direction to the Department.

1. Membership

1.1 The Board will be chaired by the HMRC Chairman and should include a minimum of two Commissioners. It will comprise of:

  • the Chairman of HMRC
  • the Chief Executive and Principal Accounting Officer of HMRC
  • Permanent Secretary for Tax
  • Chief Finance Officer of HMRC
  • Directors General leading lines of business
  • Chief People Officer of HMRC
  • Chief Information Officer of HMRC
  • General Counsel and Solicitor
  • all Non-executive directors

1.2 A minimum of two Commissioners and two Non–executive directors will be required for the meeting to be quorate.

1.3 Non-executive directors will be appointed through an open and transparent 1.3 recruitment process.

1.4 Non-executive directors will only have involvement in HMRC’s roles in relation to tax administration and tax policy at a strategic level. They will not get involved in issues affecting an individual taxpayer or groups of taxpayers.

1.5 The secretariat function will be provided by the Chairman’s Private Office.

1.6 The Board’s Secretariat will be responsible for:

  • preparing the agenda
  • commissioning and quality assuring briefing papers
  • producing draft minutes ready for ratification at the following Board meeting
  • maintaining an action log
  • maintaining the forward look of items for the Board’s attention
  • ensuring committee papers are maintained in accordance with the Code of Practice for Records Management

2. Reporting

2.1 The Chairman will lead an annual evaluation of the performance of the Board. This will include consideration of its remit, constitution and operating procedures.

2.2 The Department will report on how the Board operates in the Corporate Governance Report within the Accounts. This will include the attendance record at Board meetings and sub-committees, of the Board members.

2.3 The Board will approve the assurance and performance aspects of the departmental annual report.

3. Responsibilities

3.1 These responsibilities will be discharged across all of the activities of HMRC, including the Valuation Office Agency.

3.2 The Board will have the following responsibilities:

  • The development and final approval of the overall strategy of HMRC.
  • The development and final approval of the HMRC Communications Strategy and sign off significant HMRC communications identified within the Communications Strategy.
  • The development and final approval of the culture and values objectives and strategies.
  • Approve final sub-strategies of Lines of Business and Functions.
  • Approve final business plans (including the annual financial plan).
  • Advise the Chief Executive on the appointment of senior executives.
  • Ensure the strength of the top team by participating in the appointment of and advising on the ongoing competence of Board members, ExCom members and other key appointments.

In approving the strategies and plans the Board will ensure that the views of HMRC’s stakeholders are taken into account.

3.3 The Chief Executive will be accountable to the Board for the delivery of the strategies and the organization’s performance.

3.4 The Board will agree the terms of reference of the Board’s sub-committees and periodically review the work of the sub-committees in order to assure the highest standards of corporate governance are in place. These committees are:

  • Audit and Risk
  • Ethics and Responsibilities
  • People

4. Meetings

4.1 The Board will meet, a minimum of ten times a year. Agendas will reflect standing items and business calendar cycles including: performance reviews, business planning and financial management.

4.2 Additional Board meetings may be called to address time critical issues. Items for the attention of the Board, which are not of a contentious nature, will be dealt with by correspondence.

4.3 Apologies must be notified to the Secretariat at the earliest opportunity. There is no substitution by deputies.

4.4 On occasions, other senior executive staff will be required to attend as the accountable owner of specific issues scheduled to be discussed by the Board.