John Ramsay (Chair)
The Committee consists of four Non-Executive Directors. Alan Ferguson retired from the Committee and the Board in April 2020 having served nine years as a Non-Executive Director. John Ramsay, who joined the Board as a Non-Executive Director on 1 January 2020, became Chair of the Committee in April 2020. John Ramsay brings a wealth of financial, international and sector experience and his extensive experience as an Audit Chair complements and enhances the Board expertise we already have.
The Board considers each member of the Committee is independent within the definition of the Code and has relevant financial experience, as well as a broad and diverse spread of commercial experience, including competence in operating within the chemical industry. Such consideration provides the Board with assurance that the Committee has the appropriate skills, breadth and experience to ensure that it can be fully effective, and that it meets the Code requirements that at least one member has significant, recent and relevant financial experience and that the Committee as a whole is competent in the sector in which the Company operates.
The Chair of the Board, Keith 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 Chair more regularly, meet or speak separately with the Vice President of Risk and Assurance and the external auditors without the Executives being present. While these discussions are invaluable, the Chair 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. This helps the Chair to better understand the key issues and to make sure enough time is devoted to them at the subsequent meeting.
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 2020
In addition to routine business, the Committee has three focus areas for 2020. The Committee will:
Maintain ongoing focus on Cyber Security
Continue to evaluate the maturity and security of the approach to digital development (including the implementation of global digital transformation projects)
Review in detail the HR system implementation