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 year, the Committee met three times. Neither the Executive Directors nor the Chairman attend meetings of the Committee other than by invitation. 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; and
- 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, 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 external auditor’s full-year report for 2020;
- the re-appointment of RSM UK Audit LLP (‘RSM’) as the Group’s external auditor;
- the evaluation of the performance and independence of RSM;
- the review and approval of RSM’s plan for 2021, which detailed the proposed audit scope and risk and governance assessment;
- the review and approval of RSM’s fees for 2021;
- the internal control environment across the Group, including approving updates to the Group’s Delegation of Authority document;
- the arrangements in respect of internal audit, including its resourcing and the scope of the annual internal audit plan for 2021, as well as reports on the activity carried out during the year;
- a review of the Group’s internal controls, including a demonstration of the Group’s internal control questionnaire;
- 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 Group’s policies on whistleblowing and provision of non-audit services;
- 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 2020;
- the approval of the Committee plan for 2021;
- training on the Group’s key financial consolidation software; and
- further training requirements for Committee members.