Audit Committee - Terms of Reference

Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination Committee in consultation with the Chairman of the Audit Committee. The Committee shall be made up of at least 3 members.
A majority or all members of the Committee shall be independent non-executive directors at least one of whom shall have recent and relevant financial experience and with competence in accounting and/or auditing.
Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Chief Executive, Finance Director, other directors and representatives from the finance function may be invited to attend all or part of any meeting as and when appropriate.
The external auditors will be invited to attend meetings of the Committee on a regular basis.
The Board shall appoint the Committee Chairman who shall be an independent non-executive director. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting.
The Committee may at each meeting appoint one of their number to be secretary of the Committee.
The quorum necessary for the transaction of business shall be 2 members. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
Frequency of Meetings
The Committee shall meet at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required.
Notice of Meetings
Meetings of the Committee shall be summoned by the Finance Director at the request of any of its members or at the request of any officer of the Company or the auditors if they consider it necessary.
Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time.
Minutes of Meetings
The proceedings and resolutions of meetings of the Committee, including recording the names of those present and in attendance shall be minuted.
Minutes of Committee meetings shall be circulated to all members of the Committee and, once agreed, to all members of the Board.
Annual General Meeting
The Chairman of the Committee shall (save where excused by the Chairman of the Board) attend the Annual General Meeting prepared to respond to shareholder questions on the Committee's activities.
The Committee should carry out the duties below for the parent company, major subsidiary undertakings and the Group as a whole, as appropriate.
Financial Reporting
The Committee shall monitor the integrity of the financial statements of the Company, including its annual and interim reports, preliminary results' announcements and any other formal announcement relating to its financial performance, reviewing significant financial reporting issues and judgements which they contain. The Committee shall (where invited by the Board) also review summary financial statements, significant financial returns to regulators and any financial information contained in certain other documents, such as announcements of a price sensitive nature.
The Committee shall review and challenge where necessary:
the consistency of, and any changes to, accounting policies both on a year on year basis and across the Company/Group;
the methods used to account for significant or unusual transactions where different approaches are possible;
whether the Company has followed appropriate accounting standards and made appropriate estimates and judgements, taking into account the views of the external auditor;
the clarity of disclosure in the Company's financial reports and the context in which statements are made; and
all material information presented with the financial statements, such as the operating and financial review and the corporate governance statement (insofar as it relates to the audit and risk management);
Internal Controls and Risk Management Systems
The Committee shall:
keep under review the effectiveness of the Company's internal controls and risk management systems; and
review and approve the statements to be included in the Annual Report concerning internal controls and risk management.
Internal Audit
The Committee shall:
Approve the appointment or termination of appointment of a third party internal audit firm or a head of internal audit within the Company;
review and approve the role and mandate of internal audit and risk assurance, monitor and review the effectiveness of its work, and annually approve the internal audit charter ensuring it is appropriate for the current needs of the Company;
review and approve the annual internal audit plan to ensure it is aligned to the key risks of the business, and receive regular reports on work carried out;
ensure the internal auditor has direct access to the committee chairman, providing independence from the executive and accountability to the committee;
monitor and assess the role and effectiveness of the internal audit function in the overall context of the company's risk management system and the work of compliance, finance and the external auditor.
External Audit
The Committee shall:
consider and make recommendations to the Board, to be put to shareholders for approval at the AGM, in relation to the appointment, re-appointment and removal of the Company's external auditor. The Committee shall oversee the selection process for new auditors and if an auditor resigns the Committee shall investigate the issues leading to this and decide whether any action is required;
oversee the relationship with the external auditor including (but not limited to):
approval of their remuneration, and that the level of fees is appropriate to enable an adequate audit to be conducted;
approval of their terms of engagement and the scope of the audit;
assessing annually their independence and objectivity taking into account relevant professional and regulatory requirements and the relationship with the auditor as a whole, including the provision of any non audit services;
satisfying itself that there are no relationships (such as family, employment, investment, financial or business) between the auditor and the Company (other than in the ordinary course of business);
monitoring the auditor's compliance with relevant ethical and professional guidance on the rotation of audit partners, the level of fees paid by the Company compared to the overall fee income of the firm, office and partner and other related requirements; and
assessing annually their qualifications, expertise and resources and the effectiveness of the audit process which shall include a report from the external auditor on their own internal quality procedures;
meet regularly with the external auditor, including once at the planning stage before the audit and once after the audit at the reporting stage. The Committee shall meet the external auditor at least once a year, without management being present, to discuss their remit and any issues arising from the audit;
review and approve the annual audit plan and ensure that it is consistent with the scope of the audit engagement;
review the findings of the audit with the external auditor. This shall include but not be limited to, the following;
a discussion of any major issues which arose during the audit,
any accounting and audit judgements, and
levels of errors identified during the audit.
The Committee shall also review the effectiveness of the audit.
review any representation letter(s) requested by the external auditor before they are signed by management; and
review any management letter and management's response to the auditor's findings and recommendations.
Other Fees Paid to the Auditors
The Chairman of the Audit Committee shall approve in advance any of the following services awarded to the auditor, subject to compliance with the EU member state restrictions:
Audit related services in excess of £50,000;
Tax consulting services in excess of £50,000; and
Non-audit related services in excess of £20,000.
Reporting Responsibilities
The Committee Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
The Committee shall, if requested by the Board, compile a report to shareholders on its activities to be included in the Company's Annual Report.
Other Matters
The Committee shall:
have access to sufficient resources in order to carry out its duties, including access to the company secretariat for assistance as required;
give due consideration to laws and regulations, the provisions of the Combined Code and the requirements of the UK Listing Authority's Listing Rules as appropriate;
oversee any investigation of activities which are within its terms of reference and act as a court of the last resort; and
as part of the overall Board and Committee evaluation process, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
The Committee is authorised:
to seek any information it requires from any employee of the Company in order to perform its duties;
to obtain, at the Company's expense, outside legal or other professional advice on any matter within its terms of reference; and
to call any employee to be questioned at a meeting of the Committee as and when required.

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