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John Warren
Chairman of the Audit committee
During 2010, the committee comprised the following non-executive directors (all of whom are independent):
| Date first appointed | |
|---|---|
| John Warren (committee chairman since 27 April 2006) |
Jan 2006 |
| Richard Greenhalgh | Mar 2008 |
| Owen O’Donnell | Sept 2008 |
| Colin Child | Jan 2012 |
The board has established an audit committee of four independent non-executive directors. A rolling agenda and topical items determine the committee's discussions.
The board is satisfied that the majority of the committee's members has recent and relevant financial experience.
The chairman, chief executive, Group finance director, company secretary and Group financial controller normally attend committee meetings, as do the external auditors.
The audit committee assists the board in reviewing and maintaining internal controls, the management of risk and our compliance with the law and regulation.
It monitors and reviews the effectiveness of the Group's internal audit function.
It also assesses the integrity of all public financial statements before their submission to the board, ensuring we present a fair assessment of the Group's ongoing position and prospects.
Any changes in accounting policies are authorised by the committee, which also reviews the objectivity and effectiveness of our external auditors every year.
The committee oversees the Company's internal code of conduct and monitors our whistle-blowing programme through which employees may, in confidence, raise concerns about possible improprieties in areas of financial reporting, financial control and other ethical matters.
The committee is regularly updated on accounting and legislative changes through briefing papers from the Group finance director and others.
In addition to a private meeting between the audit committee chair and the external audit partner, the committee meets with the auditors following each audit committee meeting in a closed session without executive directors to assess the objectivity and accuracy of financial reporting.
The committee generally reviews the external audit process and the auditor's performance at least annually, providing feedback to the auditors from management assessments. In view of the fact that there was a change of auditors during the year, no review in respect of the outgoing auditor was undertaken and the review in respect of the incoming auditor will be undertaken following completion of the 2010 year-end audit formalities.
The committee met formally three times in the year.
At its meetings in 2010 the committee examined the effectiveness of the Group’s approach to:
This process has been in place during the year and up to the date of approval of the 2010 annual report and financial statements. It has been reviewed by the board and meets the Internal Control Guidance for directors contained in the Combined Code.
The audit committee’s performance was assessed by questionnaire to members and other executives who have dealings with the committee in December 2010. The board concluded that the committee continues to function effectively.
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