The Audit Committee comprises:
- Steve Coggins, Chairman of the Committee, Independent Non-Executive Director
- Michael Butler, Senior Independent Non-Executive Director
- Dr Alison Vincent, 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 Committee is responsible for ensuring that the Company maintains a strong control environment. It provides effective governance over the Group’s financial reporting, including oversight and review of the systems of internal control and risk management and the performance of internal and external audit functions.
The Committee’s formal terms of reference, which are reviewed and approved annually, set out its duties delegated by the Board. These can be accessed via the above here:
Audit Committee Terms of Reference
During the last financial year, the Committee met three times. Neither the Executive Directors nor the Chairman attend meetings other than by invitation by the Committee. The Committee invites the external 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 Committee’s principal duties are to:
- make recommendations to the Board on the appointment, re-appointment or removal of the external auditor and the amount of its 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:
- suitability of the Group’s accounting policies and practices;
- the half-year and full-year financial results, including the assessment of Going Concern and recommendation to the Board that it is appropriate to adopt the Going Concern assumption;
- the scope and cost of the external audit;
- the auditor’s full-year report for 2018;
- re-appointment of RSM UK Audit LLP (“RSM”) as the Group’s external auditor;
- the evaluation of the performance and independence of RSM as the Group’s external auditor;
- the review and approval of the external auditor’s plan for 2019, which detailed the proposed audit scope and risk and governance assessment;
- the review and approval of the external auditor’s fees for 2019, including the review of the policy of the provision of non-audit fees by the auditor;
- the implementation of new accounting standards, including IFRS 15 concerning revenue recognition;
- 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 2018/19, as well as reports on the 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 annual review of the whistleblowing policy;
- the review of the Committee’s terms of reference and recommendation of the updated terms of reference to the Board for approval;
- the assessment of the internal finance organisation;
- the results of the internally conducted assessment of the Committee’s performance and effectiveness in 2019;
- the approval of the Committee plan for 2019;
- the training requirements of the Audit Committee members; and
- a technical update detailing accounting standards that would impact the Group over the next few years.