Annual Report 2016
Nomination Committee
In addition to conducting a rigorous
process when making appointments
to the Board, the Nomination
Committee is responsible for
reviewing the balance of skills and
knowledge on the Board. It also
keeps under review the possibility
of any actual or potential conflicts of
interest.
The Nomination Committee is
formed on an ad hoc basis, when
the need for an appointment to the
Board is identified or as otherwise
considered appropriate by the
Board.
Audit Committee
The main role and responsibilities
of the Audit Committee are set out
in written terms of reference and
include:
• Monitoring the integrity of
financial statements and
reviewing significant financial
reporting judgements contained
therein
• Reviewing the Group’s internal
financial controls
• Monitoring and reviewing the
effectiveness of the Group’s
Internal Audit function
• Recommending to the Board
the appointment of the external
auditor and monitoring the
auditor’s independence,
performance and effectiveness
and approving the nature and
scope of material external audits
and approving the auditor’s
remuneration
The members of the Audit
Committee are Ram Kumar and
Adrian Page, who receive written
reports from Internal Audit and the
external auditor at least once a year.
Deloitte LLP (the Group’s external
independent auditor), the Company
Secretary, the Group Internal Audit
Manager and, where appropriate,
other financial management
also receive this information and
are invited to Audit Committee
meetings. The Board is satisfied
that the members of the Audit
Committee have recent and relevant
financial experience and are able
to approach matters with a level of
independent judgement.
Every year the Audit Committee
receives an Internal Audit report on
the results of internal audit work
together with agreed management
actions in relation to audit
recommendations.
The work of the Audit Committee
specifically covers group business
risks, and the work of Internal Audit
and the external auditor.
The Group’s external auditor,
Deloitte LLP, attend Audit
Committee meetings and provide
detailed reports regarding audit
planning and the results of its
external independent audit.
In order to facilitate the Group’s
risk management process, key
risks facing each business within
the Group and the Group as a
whole are regularly reviewed,
documented and summarised
by senior management. Every six
months the management teams
of each business formally discuss,
review, approve and document the
relevant business risks. The objective
of this process is to ensure that each
management team is identifying,
prioritising and rating all key
business risks, and implementing
and amending, where necessary,
appropriate procedures and controls
as required to mitigate these risks.
It also allows management to
highlight, document and prioritise
as appropriate any outstanding
actions with respect to the
implementation of these procedures
and controls. The Internal Audit
function also critically assesses
the risks, controls and procedures
identified and the rating assigned to
them. This information is reviewed
by the Audit Committee.
The internal audit work covers
financial and operational risk
assurance, regulatory assurance,
testing of legal compliance and
financial controls and other business
commercial support work.
The responsibilities of the external
independent auditor in the area of
financial reporting are set out in its
report in each year’s Annual Report.
Accountability and audit
Financial reporting and systems
The Board of Directors recognises
the need to present a balanced,
understandable and clearly
defined assessment of the
Group’s operational and financial
performance and position including
its future prospects. This is
provided by a review of the Group’s
operations and performance as set
out in the Strategic Report of each
year’s Annual Report.
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