ANNUAL REPORT AND FINANCIAL STATEMENTS 2011 | 29
(B) Statement of the Audit, Risk and Compliance Committee
Purpose and Terms of Reference The Committee vouchsafes the processes and controls surrounding the production of the Group’s Financial Statements and provides the Board with assurance that the processes and controls exist to facilitate reporting on the Group’s risk management activities, including those related to Social, Environmental and Ethical matters, internal control and adherence to policies and procedures.
Membership The Committee is chaired by Kieran Poynter. The Committee comprises solely independent Non-executive Directors.
The Board is satisfied that at least one member of the Committee has recent and relevant financial experience, a position that should continue throughout 2012.
Members of the Audit, Risk & Compliance Committee: Kieran Poynter (appointed Chairman on 3 February 2011), Keith Bedell-Pearce (Chairman of the Committee until 3 February 2011), Jeff Medlock (appointed on 1 March 2011) and Derham O’Neill (appointed on 1 March 2011).
Brian Larcombe served as a member of the Committee until his departure from the Board on 3 February 2011 and Gerhard Roggemann served as a member of the Committee until he retired from the Board in May 2011.
Activities and work of the Committee The Committee normally discharges its responsibilities, as allocated by its terms of reference, within a schedule of four meetings. Two meetings are held early in the year, one to deal with matters of governance (for example, compliance with the Code, the Financial Services and Markets Act, the effectiveness of internal controls and risk management systems, monitoring and reviewing the internal Audit Risk & Compliance department and monitoring and reviewing the independence, objectivity and effectiveness of the external audit process) and the other to consider the integrity of the year-end Financial Statements and any formal announcements relating to the Company’s and the Group’s financial performance, including any significant financial reporting judgements contained therein. A similar process is adopted at the interim reporting stage, with a final meeting taking place late in the year to consider relevant year-end matters. The Committee also considers and reviews other risk management or control documentation including the Group’s policy on whistleblowing, the results of internal and external audit and compliance reports or management letters, and oversees the award of any non-audit related consultancy work. On an annual basis the Committee considers and makes a recommendation to the Board as to the appointment, re-appointment or removal of the external auditors and approves their remuneration and terms of engagement. Other meetings of the Committee are called at the request of the Chairman to consider ad hoc control issues that may emerge during
the year as well as other matters that the Board has asked the Committee to consider or investigate.
Changes effective March 2012 In March 2012 the Board resolved to split the existing Audit, Risk and Compliance Committee’s activities into two distinct committees, each of which has separate Terms of Reference. The new committees are the Risk Committee and the Audit and Compliance Committee.
The newly created Risk Committee is chaired by Keith Percy. The other members of the Risk Committee are Jeff Medlock, Keith Jones, Derham O’Neill and Kieran Poynter.
The Audit and Compliance Committee’s membership is unchanged from the former Audit, Risk and Compliance Committee.
For the Board
Kieran Poynter Chairman, Audit, Risk & Compliance Committee 23 March 2012
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