Audit Committee

The Audit Committee currently comprises all of the Independent Non-Executive Directors of the Company. The Chairman of the Audit Committee is Michael Gatenby. The Committee includes Charles Matthews, the Chairman of the Company. The Board takes the view that Charles Matthews is an Independent Non-Executive Director and considers that it is appropriate for the Audit Committee to comprise all three Independent Non-Executive Directors.

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 Board considers that all members of the Committee have recent and relevant financial
experience to enable it to discharge its function. The Committee has a formal agenda, timetable and terms of reference. During the course of the period under review it has:

• Reviewed the financial statements of the Company and any formal announcements relating to the Company’s financial performance prior to announcement.
• Monitored the Company’s internal financial controls and the Company’s internal control and risk management systems and ensured that these are properly reviewed by the Group’s management.
• Reviewed the scope of the work done by the Group internal auditor in reviewing the operating Companies' internal controls and procedures.
• Made recommendations to the Board in relation to the appointment of the external auditor and approved  the remuneration and terms of engagement of the external auditor.
• Monitored the external auditor’s independence and objectivity.
• Reviewed arrangements by which staff of the Company may raise concerns about possible improprieties in matters of financial reporting or other matters.

The Committee’s full terms of reference are included in this section.

The Audit Committee has set a policy which is intended to maintain the independence 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 services other than routine tax compliance services to be subjected to a competitive tendering process.

The 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.