Audit Committee
| 1. |
Membership
| 1.1 |
The Committee shall be appointed by
the Board and shall comprise exclusively independent non-executive
directors of the Company. |
| 1.2 |
The Board shall appoint one of the
members of the Committee as Chairman of the Committee. |
| 1.3 |
The Board shall satisfy itself that at
least one member of the Committee shall have relevant financial
knowledge. |
| 1.4 |
The Committee may invite any member of
the Board, any member of management, any representative of the
Company's external auditors and any external consultants to attend
its meetings; no invitee has any right of
attendance. | |
| 2. |
Secretary
The Company Secretary shall act as Secretary to the
Committee. |
| 3. |
Quorum
The quorum necessary for the valid transaction of business shall be
2. |
| 4. |
Meetings
| 4.1 |
As a minimum the Committee shall meet
three times a year to review and approve the preliminary and
interim announcements and to agree the forthcoming annual audit
programme with the external auditors. Additional meetings shall be
held as the Chairman of the Committee may require. |
| 4.2 |
Minutes shall be taken of each
Meeting. | |
| 5. |
Terms of Reference
| 5.1 |
To monitor the integrity of the
Company's financial statements:
- Preliminary Announcement
- Annual Accounts
- Interim Announcement
- Interim Report
- All other announcements relating to the Company's financial
performance and/or financial standing.
|
| 5.2 |
To review the significant financial
reporting judgements contained in (5.1) above. |
| 5.3 |
To review and report to the Board on
the Company's internal controls and risk management systems
(including risk transfer and risk retention). |
| 5.4 |
To review and report to the Board on
the Company's financial reporting systems. |
| 5.5 |
To monitor and report to the Board on
whether appropriate action is being taken to address relevant
internal audit findings as communicated in the Group Internal
Auditor's Reports to the Committee. |
| 5.6 |
To monitor and review the
effectiveness of the Company's internal audit function; to assess
the ongoing adequacy of the resources of the internal audit
function and to make appropriate recommendations to the
Board. |
| 5.7 |
To make recommendations to the Board
with regard to the appointment, re-appointment or removal of the
external auditors; to approve the external auditor's
remuneration. |
| 5.8 |
To keep under review the independence
and objectivity of the external auditors. This will include the
development and periodic review of a policy addressing non-audit
work to be performed by the external auditors. |
| 5.9 |
To recommend to the Board arrangements
whereby staff may in confidence raise concerns regarding possible
improprieties in financial reporting or other matters. |
| 5.10 |
To ensure that the Committee is
regularly briefed and receives training on matters concerning
financial reporting developments and other associated
skills. | |
| 6. |
Responsibility of the Committee
Chairman
After each Meeting of The Committee the Chairman of The Committee
will report to the Board and will provide Minutes of The
Committee's Meetings (or relevant extracts therefrom) to the
Board. |
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