Corporate Governance - Audit Committee


  1. Membership

    The Audit Committee (“the Committee”) shall be constituted as a Committee of the Board of Directors (“the Board”) and shall be comprised entirely of the Independent Non-Executive Directors of the Company.

    The Board shall appoint the Committee Chairman

    Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Chairman, Chief Executive, Internal Auditor and representatives of the external auditors may be invited to attend for all or part of any meeting as and when appropriate. The Group Company Secretary or their nominee shall act as the Secretary of the Committee.

  2. Meetings

    Meetings of the Committee shall be summoned by the Secretary of the Committee at the request of any of its members or at the request of external or internal auditors if they consider it necessary. Meetings shall be held not less than twice a year. The external auditors may request a meeting if they consider that one is necessary.

    The quorum shall be two members.

    At least once a year the Committee shall meet with the external auditors without the executive Board members being present.

    The Chairman of the Committee shall attend the Annual General Meeting prepared to respond to any shareholder questions on the Committee’s activities.

  3. Duties
    1. The duties of the Committee shall be:
    2. to consider and make recommendations to the Board regarding the appointment of the external auditor, the audit fee, terms of business for audit and tax engagements and any questions of external auditor resignation or dismissal;
    3. to discuss with the external auditor before the audit commences the nature and scope of the audit;
    4. to consider (if appropriate) the degree of any work undertaken by the external auditor other than the statutory audit;
    5. to review the half-year and annual financial statements before submission to the Board, focusing particularly on;
      1. any changes in accounting policies and practices:
      2. major judgmental areas;
      3. significant adjustments resulting from the audit;
      4. the going concern assumption;
      5. compliance with accounting standards;
      6. compliance with stock exchange and legal requirements;
    6. to discuss with the external auditor problems and reservations arising from the interim and final audits, and any matters the external auditor may wish to discuss (in the absence of management where necessary);
    7. to review the external auditor’s management letter and management’s response;
    8. to review the Company’s statements on going concern and internal control prior to endorsement by the Board;
    9. to review the internal audit programme and to consider the major findings of internal audit reviews and management’s response, to ensure co-ordination between the Company and the external auditors and to ensure that the internal audit function is adequately resourced and has appropriate standing within the Company;
    10. to review and report to the Board on matters relating to the identification, evaluation and control of business risks within the Group;
    11. to review the Company’s arrangements for its employees to raise concerns, in confidence, about possible wrongdoings in financial reporting or other matters. The Committee shall ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow-up action;
    12. to consider other topics specifically delegated to the Committee by the Board from time to time;
  4. Reporting Procedures

    The Committee’s Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities

    The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

    The Secretary shall circulate the minutes of meetings of the Committee to all members of the Board.

  5. Other

    The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

  6. Authority

    The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

    The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.