Audit committee

Owen O’Donnell

Owen O’Donnell
Chairman of the audit committee

Who is on the audit committee?

The committee comprises the following non-executive directors (all of whom are independent):

Date first appointed
Owen O’Donnell Sept 2008
Tim Scoble Oct 2013
Ian Burke June 2014

The board has established an audit committee of two independent non-executive directors. A rolling agenda and topical items determine the committee's discussions.

The board is satisfied that the committee has recent and relevant financial experience.

At the invitation of the audit committee chairman, the chief executive, finance director, company secretary and director of group financial control normally attend committee meetings, as do the external auditors. Other directors are encouraged to attend at least one committee meeting a year at which the auditors are present.

The internal and external auditors meet the committee without executive directors and other employees being present.

What is the role of the audit committee?

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 procedures 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 auditors, finance director and others.

How does the audit committee operate?

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 and to hear any other observations that the auditors may have to make.

The committee generally reviews the external audit process and the auditor’s performance at least annually, providing feedback to the auditors from management assessments.

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How frequently did the audit committee meet during 2012/13?

The committee met formally three times in the year.

What activities did the audit committee undertake during the year?

At its meetings in the year to 30 June 2013, the committee examined the effectiveness of the Group’s approach to:

  • internal control - by approving a new internal audit charter, by reviewing and approving an audit universe; by approving the 2013/14 internal operational audit plan and a recommended plan and approach for a corporate and systems audit cycle; reviewing internal audit’s findings, reviewing the annual and interim financial statements, reviewing the reports of the external auditors and reviewing the effectiveness of the Group’s internal audit function;
  • assessment of risk - by reviewing evidence of current and emerging risk and the Group’s risk management processes;
  • action plans to address any failings or weaknesses of internal control; and
  • action plans to manage significant risks.

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Does the board evaluate the performance of the audit committee?

The audit committee’s performance was assessed by questionnaire to members and other executives who have dealings with the committee in August 2013. The board concluded that the committee continues to function effectively.

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