Our business

Constitution

As specified in the Police (Ethics, Conduct and Scrutiny) (Scotland) Act 2025, PIRC is required to have a Statutory Advisory Board (“the Board”).

Having an effective Board is essential to ensure the organisation has strong corporate governance arrangements.  This includes providing strong constructive challenge, where required, as well as robust financial scrutiny.
  
In accordance with the Scottish Public Sector Finance Manual, the Board will support the PIRC Accountable Officer with their responsibilities for issues of risk, control and governance and associated assurance, by performing the functions of an Audit and Risk Committee through a process of constructive challenge.

The Board will comprise one Chair and four members.

The appointment of Board members will be made by Scottish Ministers via an open recruitment process under the principles of Public Appointments and Public Bodies etc. (Scotland) (Act) 2003. These will be made on the basis of PIRC specific business needs and to achieve as diverse a membership and skill set as possible.

In line with the process of public appointments, recruitment of the Chair will be for an initial period of five years with a possibility of extension for a further three years.  Board members will be for an initial period of four years with a possibility of extension for a further two years. 

The Board will follow the guidance set out in On Board – A guide for public bodies in Scotland.

Role

The Board role is to:

• provide robust scrutiny of the governance processes deployed by PIRC;
• inform the strategic direction of the PIRC through collaboration with the Commissioner;
• provide oversight of PIRC’s performance against its strategic objectives;
• provide robust financial scrutiny, challenge and advice to PIRC, in particular the Accountable Officer;
• approve PIRC’s annual report and accounts and ensure these are provided to the Scottish Ministers to be laid before the Scottish Parliament. The Commissioner and Accountable Officer are responsible for signing the annual report and accounts and ultimately responsible to the Scottish Parliament for their actions;
• support the Accountable Officer by overseeing and reviewing the risk, control and governance processes that have been established and the associated assurance processes, through constructive challenge;
• assist the Accountable Officer in annually reviewing the sources of assurance necessary for audit purposes and to ensure that they are also comprehensive enough to assure the Commissioner;
• ensure PIRC complies with legislation, including equality obligations and provides an accessible and inclusive service; and
• act as a critical friend to the Commissioner and provide constructive advice or suggested areas of improvement;
• promote effective working relationships with criminal justice organisations and stakeholders;
• promote and build public confidence in PIRC.

Chair of the Board

The role of the Chair is to lead the PIRC Board, ensuring that it has the ability to carry out its functions effectively and in accordance with the Principles of Public Life.  In leading the Board, the Chair must ensure that:

• the work of the Board is subject to regular self-assessment and that the Board is working effectively;
• the Board has a balance of skills appropriate to advising PIRC, in accordance with recognised good practice in corporate governance;
• the Board members are fully briefed on terms of appointment, duties, rights and responsibilities;
• he or she, together with the other Board members, receives appropriate induction training, including on financial management and reporting requirements and, as appropriate, on any differences that may exist between private and public sector practice;
• the Scottish Ministers are advised of PIRC’s needs when Board vacancies arise;
• there is a Code of Conduct for Board members in place;
• any performance concerns identified by the Board in relation to the Commissioner should be escalated to the Scottish Ministers, through the PIRC Sponsor Team;
• any governance related concerns concerning the PIRC Accountable Officer should be escalated to both the Commissioner and the Scottish Ministers, through the PIRC Sponsor Team;
• Support  PIRC’s Independent Whistleblowing Officer (IWO) as required and review all reports of whistleblowing concerns raised. The Board should be notified of these where necessary.
• act as an advocate for the Commissioner with key stakeholders where required.

The Scottish Ministers, through the PIRC Sponsor Team, will conduct a formal appraisal of the Chair’s performance at least annually.  

The Chair will assess the performance of individual Board members on a continuous basis, and conduct individual formal appraisals at least annually.
  
The Chair will designate another board member to serve as Deputy Chair on an ad-hoc basis.

Board Members

The Board will comprise four members and one Chair.

Individual Board members should act in accordance with the responsibilities of the Board as a whole and comply at all times with the Code of Conduct adopted by PIRC and with the rules relating to the use of public funds and to conflicts of interest.
  
General guidance on Board members’ responsibilities is summarised in their appointment letters and is also provided in On Board: A Guide for Board Members of Public Bodies in Scotland.

Remuneration

The Scottish Ministers, in consultation with the Commissioner, will determine the remuneration of the Board Members.

The Commissioner, in consultation with the Scottish Ministers, may determine additional allowances (including expenses) for Board Members that comply with any specific guidance on such matters issued by the Scottish Ministers.

Authority

The procedure of the Board is for the Commissioner to determine, however the Board is authorised to:

• consider any matter relevant to its duties;
• have access to all available management information relevant to the conduct of its business;
• request any information it requires from PIRC in order to perform its duties; and
• in consultation with the Chair, invite other members of staff to attend meetings of the Board to deal with specific items as it sees fit.

The appointed Internal Auditors, as well as the External Auditors, will have free and confidential access to the Chair to raise any concerns and both will also have the discretion to request private meetings with the Chair.

The Board shall not normally be asked to consider operational decisions related to complaint handling reviews or investigations, however they may be required to advise on the impact of those decisions.

Board Meetings

Meetings of the Board shall be quorate if three members of the Board are present. The Board Chair (or Deputy Chair if required) should be in attendance.
  
Any decisions of the Board shall be taken on a simple majority basis. The Chair (or Deputy Chair if required) shall have a casting vote in the event of equality of voting.

The Commissioner, Accountable Officer, Director of Operations and a representative from both internal and external audit will attend meetings. Non-board members may be invited to attend meetings as appropriate.

The Board will be expected to meet formally four times per year. Additional ad-hoc meetings may be required over and above these formal meetings. 

The Chair of the Board may vary the meeting programme and call additional meetings, as necessary.

The Commissioner, Director of Operations and/or the Accountable Officer may ask the Board to convene further meetings to discuss issues on which the Board’s advice is sought.

The Board may ask any or all of those who normally attend but who are not Members of the Board to withdraw to facilitate open and frank discussion of particular matters.

The agenda for meetings of the Board will be agreed by the Chair in consultation with the Commissioner and/or Director of Operations and/or Accountable Officer.

The agenda and related papers for each meeting of the Board will normally be issued via email (where secure) five working days prior to meeting.

Late items may be added to the agenda for meetings of the Board subject to the Chair’s agreement prior to the commencement of the meeting at which the item is to be considered.

The Board should consider how best to achieve transparency in its meeting arrangements to allow the public access to information.

Reporting Arrangements

The Board reports to the Commissioner on all matters relating to Board meetings.

Minutes (including draft minutes) of the Board meetings will be presented to the Commissioner, Director of Operations, and Accountable Officer for noting and for consideration of recommendations.

A copy of the public portion of the minutes of the Board meetings will be publicly available on the PIRC website. Minutes of matters taken in private will not be published.

In suspected cases of fraud, the Board should satisfy itself that the matter has been appropriately reported to Police Scotland, the Scottish Government Fraud Response Team and also to the PIRC Sponsor Team.

The Board’s Terms of Reference will be made publicly available on the PIRC website.

Administrative Support

The Accountable Officer shall ensure that administrative support is made available for each meeting of the Board.

Draft minutes will normally be prepared within five working days of each meeting of the Board and, subject to the agreement of the Board Chair, will be made available to the members of the Board. 

Draft minutes will be presented to the following meeting of the Board to be approved as the official record of the previous meeting.

Minutes will be partitioned to protect sensitive equity with non-sensitive papers published on the website.

Review of Arrangements

The Commissioner and the Board shall review the Board’s Terms of Reference and meeting arrangements on an annual basis.