The Committee consists 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 and is currently chairman of the Audit Committee of two FTSE 100/250 companies as well as an AIM listed company. Such consideration provides the Board with assurance that the Committee has the appropriate skills and experience to ensure that it can be fully effective, and that it meets the Code requirement that at least one member has significant, recent and relevant financial experience.
The Chairman of the Board, Professor Layden (a Non-Executive Director), the Group Chief Executive, the Group Finance Director, the Group Financial Controller, the Vice President of Risk and Assurance, who leads the internal audit function, and representatives from the external and internal auditors attend the meetings by invitation.
The Committee periodically, and the Chairman more regularly, meets separately with the Vice President of Risk and Assurance and the external auditors without the Executives being present. The Chairman also meets with the external auditors, the Group Finance Director and the Group Financial Controller at least twice each year to discuss the detail of the year end and half year results before the relevant Committee meetings.
The Committee assists the Board in ensuring that the Group’s financial systems provide accurate and up-to-date information on its financial 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 recommend external auditor appointment and removal, assess audit quality, negotiate and approve the audit fee, assess independence, monitor non-audit services and be responsible for audit tendering
- To review the adequacy and effectiveness of the Group’s internal controls and risk management systems, and the adequacy, effectiveness and output of the internal audit function
- To review the adequacy of the Group’s whistleblowing arrangements and procedures for detecting fraud
Looking ahead to 2018
In addition to routine business, the Committee has four focus areas for 2018. The Committee will:
- Monitor and assist in the transition to the new firms providing external and internal audit services with a focus on driving audit quality
- Continue to review the implementation of our enhanced ethical compliance programme as it becomes embedded across the world
- Review the implementation of effective policies and procedures to comply with the General Data Protection Regulation coming into force in May 2018
- Maintain our ongoing focus on cyber security risk