PAUL DEAN

Chair of The Audit Committee


Role and responsibilities

The full responsibilities of the Committee are set out in its Terms of Reference which are available on the link below.

Download the Audit Committee Terms of Reference

The Terms of Reference have been reviewed and updated during the year to reflect the ICSA: The Governance Institute’s guidance and the Financial Reporting Council’s (FRC’s) Guidance on Audit Committees.

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 Group’s internal control and risk management systems;
  • Monitor and review the effectiveness of the Group’s internal audit function;
  • 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.

Committee membership and meetings

The Committee is appointed by the Board and comprises three Non-Executive Directors, being Paul Dean, Mark Hammond and Moni Mannings. All Committee members are considered independent.

In accordance with the requirements of Provision C.3.1 of the UK Code, Paul Dean 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 are 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, and the external auditor, Ernst & Young LLP. The Company Secretary is also Secretary to the Committee.

The Committee held three formal meetings during the year. In accordance with best practice, the Committee met with the Ernst & Young LLP lead audit partner without executive management being present.

Main activities of the Committee during the year

As part of the process of working with the Board to carry out its responsibilities and to maximise its effectiveness, meetings of the Committee normally take place prior to the Board meetings, at which the Chair of the Committee provides an update to the Board.

At these meetings the Committee focused on the following areas:

  • financial reporting;
  • significant financial reporting risk, judgement and estimates;
  • internal control, internal audit and risk management;
  • considered the external audit plan and approved the audit fee;
  • considered the viability statement and going concern assumption;
  • instigated, monitored and reviewed the Group’s response to an external review of cyber security performed during the year by PricewaterhouseCoopers LLP;
  • considered the impact of new financial reporting standards and legislative requirements on the Group;
  • reviewed the Committee’s performance, effectiveness and constitution; and
  • recommended the Report of the Audit Committee for approval by the Board.