The Board has established an Audit Committee to review and advise the Board on matters relating to the internal controls and financial reporting of the Group.
The Audit Committee currently comprises all of the Independent Non-Executive Directors of the Company. The Chairman of the Audit Committee is Paul Dean. The Committee includes Charles Matthews, the Chairman of the Company. The Board considers that all members of the Audit Committee have recent and relevant financial experience to enable it to discharge its function.
The Audit Committees full terms of reference are available within this section.
The Audit Committee has a formal timetable of meetings. Representatives of the Company's auditors, PricewaterhouseCoopers LLP, attend meetings by invitation. Other employees of the Company may be invited to attend meetings as and when required.
The Committee has a formal agenda, timetable and terms of reference. The Committee meet at least three times in the year.
Two of those meetings are held prior to the Board meetings to approve the announcement of the Group's full year and interim announcements to consider the financial reporting judgments made by the management. Its deliberations are informed by accounting papers and financial reports prepared by the management and reviews prepared by the Group's auditors.
In addition to its work reviewing the Group's financial statements, the Committee:
- monitors the Company's internal financial controls and the Company's internal control and risk management systems and ensures that these are properly reviewed by the Group's management;
- reviews the scope of the internal audit work done in reviewing the operating companies internal controls and procedures. The internal audit work is undertaken through a system of peer reviews by the Groups finance function. The Committee considers the Group to be too small to justify a dedicated internal audit function;
- makes recommendations to the Board in relation to the appointment of the external auditor and approves the remuneration and terms of engagement of the external auditor;
- monitors the external auditors effectiveness, independence and objectivity. The Committee, in conjunction with the management, considers the robustness of the audit process; the quality and timeliness of its delivery; the quality of the auditors staff and reporting; and its value for money;
- reviews arrangements by which staff of the Company may raise concerns about possible improprieties in matters of financial reporting or other matters;
- considers its own effectiveness and makes recommendations to the Board for improvements where necessary; and
- reports to the Board on how it has discharged its responsibilities.
The Audit Committee has set a policy which is intended to maintain the independence and objectivity of the Company's auditors when acting as auditor of the Group accounts. The policy governs the provision of audit and non-audit services provided by the auditor and, in summary, requires significant non-audit related services to be subjected to a competitive tendering process.
The Audit Committee is authorised to engage the services of external advisers, as it deems necessary, at the Company's expense in order to carry out its function.