Audit Committee

The Committee comprises five Non-Executive Directors, being Kevin Boyd, Mark Hammond, Louise Hardy, Lisa Scenna and Louise Brooke-Smith.

All Committee members are considered to be independent. In accordance with the requirements of the Corporate Governance Code (2018), Kevin Boyd is designated as the Committee member with recent and relevant financial experience. All other members of the Committee are deemed to have the necessary ability and experience to understand the financial statements. The Committee as a whole has competence relevant to the sector in which the Group operates. The Committee discharges its responsibilities through a series of scheduled formal meetings during the year. Each meeting has a formal agenda which is linked to the events in the financial calendar of the Group. Attendees at each of the meetings include the Committee members as well as, by invitation, the Chairman, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Group Financial Controller, the external auditor and internal auditor to the Group. The Committee is supported by a strong Secretariat function and has the full support and advice of the Company Secretary at all times, ensuring it is kept up to date with all recommended guidance, and that it reviews and implements such guidance as appropriate.

The full responsibilities of the Committee are set out in its latest Terms of Reference which can be found here, in the Useful Documents section of our Website. The Terms of Reference are reviewed each year to ensure they remain appropriate and any relevant updates made accordingly.

The key responsibilities of the Committee are to:

• assist the Board with the discharge of its responsibilities in relation to internal and external audits;
• monitor and review the effectiveness of the Group’s internal audit function in the overall context of the Company’s risk management system and the work of compliance, finance and the external auditor;
• monitor the integrity of the financial statements of the Group including its annual and half-yearly reports, trading updates, preliminary results announcements and any other formal announcements relating to its financial performance, and reviewing significant financial reporting issues and judgements;
• where requested by the Board, review the content of the Annual Report and Accounts and advise the Board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s financial position and performance, business model and strategy;
• oversee the relationship with the external auditor including their appointment, reappointment and/or removal; approval of the scope of the annual audit, their remuneration and the terms of engagement; monitor and review their independence and objectivity, the effectiveness of the audit process and the extent of non-audit services performed; and
• report to the Board on how it has discharged its responsibilities.

To find out more about the activities of the Audit Committee during the latest financial year, you can read the full Audit Report in the relevant published Annual Report and Accounts.