Alan Ferguson (Chairman)
The Committee is made up of four Non-Executive Directors. The Board considers the Chairman (Alan Ferguson) and each of the members to be independent within the definition of the Code and that each of them has relevant financial experience as well as a broad and diverse spread of of commercial experience. Alan Ferguson has held a number of senior financial roles, most recently as Chief Financial Officer of Lonmin Plc and is currently chairman of the Audit Committee of two FTSE 100/250 companies as well as an AIM listed company. This provides the Board with assurance that the Audit Committee has the appropriate skills and experience to ensure that it can be fully effective, and that it meets the Code requirements that at least one member of the Committee has significant, recent and relevant financial experience.
The Chairman of the Board, the Group Chief Executive, the Group Finance Director, the Group Financial Controller, the Vice President Risk and Control, who leads the internal audit function, Manager and representatives from the external and internal auditors regularly attend meetings by invitation. The Committee periodically, and the Chairman more regularly, meets separately with the Vice President Risk and Control, and the external auditors without the Executives being present.
The Committee's remit is to assist the Board to fulfil its responsibility for ensuring that the Group's financial systems provide accurate and up to date information on its financial position and that the Group's published financial statements represent a true and fair reflection of this position.
The Key Responsibilities of the Committee are to:
- To monitor the integrity of the financial statements and results announcements of the Group and to review significant financial reporting issues and judgements
- To review the adequacy and effectiveness of the Group’s internal controls and risk management systems, and the internal audit function
- External auditor appointment and removal, assessment of audit quality, negotiation and approval of fee, assessment of their independence and monitoring of non-audit services.
Looking ahead to 2016
In addition to routine business, the Committee has five focus areas for 2016. The Committee will:
- Continue the work with management on how we further develop our systems-based internal audit approach
- Assess the impact on Croda of the FRC changes to the UK Corporate Governance Code and Guidance on Audit Committees which will come into effect in 2016
- Focus on the controls over capital projects, given the increasing spend in this area
- Receive a report from the integration team regarding the recent acquisition of Incotec and agree with internal audit their audit approach for 2016
- Focus on cyber security risks, working with management to ensure our networks and business information are as secure as possible and that learnings from our regular IT systems penetration testing are followed up.