The Audit Committee comprises:

  • Steve Coggins, Chairman of the Committee, Independent Non-Executive Director
  • Michael Butler, Independent Non-Executive Director
  • Peter Rae, Senior Independent Non-Executive Director

All of the Committee members are Independent Non-Executive Directors and have no personal or financial interests, other than as shareholders, in the matters considered by the Committee.

The Audit Committee has formal terms of reference which set out its duties delegated by the Board.

During the last financial year the Committee met three times. Neither the Executive Directors nor the Chairman attend meetings other than by invitation of the Committee members. The Committee invites the auditor to attend certain meetings.

The Committee is authorised by the Board to obtain external professional advice at the Group’s expense in order to perform its duties.

The main function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities. Its principal duties are to:

  • Make recommendations to the Board on the appointment, re-appointment or removal of the external auditor and the amount of their remuneration
  • Discuss and agree the scope of the audit and review the auditor’s management letter and the Group’s response
  • Review and agree the scope and work of the Group’s internal audit activities
  • Review half-year and annual financial statements and formal announcements relating to financial performance
  • Review the adequacy and effectiveness of the Group’s internal financial controls, and internal control and risk management systems
  • Consider compliance with relevant laws and regulations
  • Consider findings of internal investigations and management’s response
  • Review the Committee’s terms of reference and recommend any proposed changes to the Board for approval

During the financial year the Audit Committee considered the following matters:

  • The suitability of the Group’s accounting policies and practices
  • The half-year and full-year financial results
  • The scope and cost of the external audit
  • The auditor’s full-year report for 2015
  • The re-appointment and evaluation of the performance of KPMG LLP as the Group’s external auditor (incumbent since 2007)
  • The review and approval of the external auditor's plan for 2016, which detailed the proposed audit scope and risk and governance assessment
  • The review and approval of the external auditor's fees for 2016
  • The review and approval of the proposed process and plan for the tender of the external audit and tax compliance services during 2017
  • The review of the Group policy on the provision of non-audit services by the external auditor
  • The internal control environment across the Group
  • The arrangements in respect of Internal Audit, including its resourcing and the scope of the annual internal audit plan for 2016/17
  • Reports on the internal audit activity carried out during the year
  • Detailed reviews of strategic and operational risks facing the Group, the risk registers and the mitigating actions to minimise risk
  • The review and approval of the updated whistleblowing policy
  • The assessment of the internal finance organisation
  • The results of the internally conducted assessment of the Audit Committee's performance and effectiveness
  • The continued use of alternative performance measures within the Annual Report as a means of providing useful information to investors
  • Corporate governance developments
  • A summary of the key risks that may impact the Group and agreed mitigating actions to minimise the risk

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