Audit Committee

The Audit Committee is chaired by Shirley Garrood, and its other members are Martin Pike and Alan Rubenstein. The Audit Committee meets at least four times a year, or more frequently if required.

The Audit Committee’s terms of reference state that the Audit Committee must comprise at least three independent non-executive directors, of whom at least one must have recent and relevant financial experience. The Board considers each of Shirley Garrood, Martin Pike and Alan Rubenstein to have recent and relevant financial experience. At least one member of the Audit Committee must also be a member of the Risk Committee.

Appointments to the Audit Committee are made by the Board, on recommendation by the Nomination Committee. Appointments to the Audit Committee are for a period of up to three years and may be extended for further periods of up to three years, provided the director whose appointment is being considered still meets the criteria for membership.

The key responsibilities of the Committee are to assist the Board in discharging its duties in respect of: agreeing the scope of the external audit, receiving and reviewing reports from the Group’s external auditor, monitoring their effectiveness and independence, and making recommendations to the Board in respect of their remuneration, appointment and dismissal; monitoring and reviewing internal audit activities; reviewing the Annual Report and Accounts of the Group and other announcements relating to its financial performance; reviewing the effectiveness of the Group’s system of internal controls and reviewing the Group Whistleblowing policy. The Committee is authorised to investigate any activity within its terms of reference and to seek any information that it requires from any employee. It has the right to consult professional advisers and, if it is not satisfied with the advice received, seek further independent professional advice. The Committee’s Chairman reports formally to the Board on its proceedings after each meeting.

When appropriate, the Audit Committee meets with the Group’s senior managers in attendance. The Group also meets separately at least once a year with the Group’s external and internal auditors without management present. The chairman of the Audit Committee will be available at the Annual General Meetings of the Company to respond to questions from Shareholders on the Audit Committee’s activities.

The Audit Committee has considered and adopted a policy on the provision of non-audit services by the external auditors and procedures to protect the auditor’s independence and objectivity which can be found here.

The Group’s Internal Audit Statement of Intent can be found here.

Download Terms of Reference