Risk Committee Terms of Reference

Terms of Reference


The Risk Committee is responsible for assisting the Executive Team and ultimately the Board in its oversight of risk and the effectiveness of the Halfords Group plc (“Halfords”) risk management framework. All Committees and Business unit Boards are required to report on their risk profile to the Risk Committee who will consider the adequacy of mitigating actions measured against the Halfords risk appetite.

The Committee will apply its understanding of the Halfords strategy to determine changes to the Principal risks and identify emerging risks.


The Head of Internal Audit shall act as the Secretary to the Committee and will ensure that members receive information and papers in a timely manner to enable full and proper consideration to be given to the issues.

The Committee members will comprise:

  • Chief Financial Officer (Chair)
  • Chief Operating Officer
  • Group People Director
  • Group IT Director
  • Director of Transformation
  • Head of Compliance
  • Head of Information Security
  • Head of Health & Safety
  • Head of Internal Audit

Other colleagues will be co-opted as required.

Quorum and meeting procedures

A quorum of the Committee shall be four members, comprising at least 2 members of the Executive.

In the absence of the Committee chair, the remaining members present shall elect one of themselves to chair the meeting.

Committee attendance may be in person or by video or telephone conference.

The Head of Internal Audit, or their nominee, shall be the secretary of the Committee.


Meetings shall be held not less than four times each year or at the request of the Committee chair.

Members of the Senior Leadership Team and any advisers appointed by the Committee may attend any meeting of the Committee, by invitation.

Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee, any other person required to attend, no later than five working days before the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time.

The secretary of the Committee shall ensure that a formal record of Committee proceedings and resolutions is maintained.

Following approval of the minutes by the Chair of the Committee they shall be circulated to all members of the Committee.


The Committee is authorised on behalf of the Board to:

  • Investigate, or cause to be investigated, any activity within its terms of reference.
  • Obtain external legal or independent professional advice from such advisors as the Committee shall select, who may, at the invitation of the Committee, attend meetings, as necessary.
  • Seek any information that it requires from any colleagues to perform its duties and require all colleagues to co-operate with any request made by the Committee.


The duties of the Committee shall be to:

  • Review and robustly assess the design, completeness, and effectiveness of the risk management framework relative to Halfords’ activities including those that would threaten its business model, future performance, solvency, or liquidity.
  • Review the effectiveness of risk reporting (including timeliness and risk events).
  • Horizon scanning for Emerging risks from external change or developments that impact Halfords.
  • Assist the Audit Committee in its review of the adequacy and effectiveness of the system of internal controls.

Reporting Procedures

The Chair of the Committee shall report to the Executive Board at regular intervals on the matters it has reviewed, make recommendations when requested or when the Chair of the Committee considers appropriate.

The Head of Internal Audit shall report at each Audit Committee with an update on changes to risk and the internal control environment.

Decisions of the Committee

Any decisions of the Committee shall be taken on a simple majority basis. The Chair shall have a casting vote in the event of equality of voting.