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Audit Committee and independent auditor

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The Audit Committee is a committee of the Board. View its terms of reference, copies of which are also available on request from the company secretary. The Committee has responsibility for monitoring the integrity and quality of the financial statements of the Company and for oversight of and guidance to support the continuing effectiveness and suitability of the Group’s internal controls. It is also has oversight of the internal audit function, the independent auditor and whistleblowing arrangements.

The independent non-executive directors who serve on the Committee are shown in table 1. Each of them is considered to have recent and relevant financial experience.

Table 1: Members of the Committee

Member From To
Catherine Bradley 1 July 2015 To date
Fiona Clutterbuck 1 April 2007 To date
Allister Langlands (chairman) 9 October 2013 To date

Committee meetings are attended by the independent auditor and the head of internal audit, with time set aside at each scheduled committee meeting for the Committee to meet each of them privately, as considered necessary. Each of the independent auditor and the head of internal audit also has unrestricted access to the Committee and its chairman. The company secretary, or their nominee, acts as secretary to the Committee.

The Committee recognises that there are occasions where work of a non-audit nature may be best undertaken by the independent auditor as a result of its unique position and knowledge of key areas of the Company. Approval is required prior to the independent auditor commencing non-audit work in accordance with a Group standard summarised in table 2 below. This standard is intended to preserve the independence and objectivity of the independent auditor and is reviewed and approved annually by the Committee. The Committee considers the audit and non-audit services performed by the independent auditor and reports on the fees paid in the Annual Report.

Table 2: Current approach adopted regarding non-audit services provided by the independent auditor

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In addition to the controls operated by the Company, the independent auditor also operates procedures designed to safeguard its objectivity and independence. These include the periodic rotation of the audit partner, use of specialist partners, use of a technical review panel (where appropriate) and annual independence confirmations by all employees. The independent external auditor reports to the Committee on matters including independence and non-audit work on an annual basis.

The Board has approved formal whistleblower arrangements whereby employees and third parties may, in confidence, raise issues of concern about behaviour or decisions that they believe to be unethical or illegal. The Committee considers the arrangements annually to ensure they are appropriate and enable it to fulfill its responsibility for the proportionate and independent investigation of such matters and for appropriate follow-up action. A third party provides an external, independent, multi-lingual, multi-jurisdictional service via which concerns may be reported.

Specific information about the work of the Audit Committee during each year is included in the Audit Committee Report within the Annual Report.