Audit Committee

The Audit Committee will assist the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including monitoring the integrity of the Company’s financial statements, monitoring and reviewing the extent of the non-audit work undertaken by external auditors, advising on the appointment, re-appointment, removal, remuneration and terms of engagement of external auditors and reviewing the effectiveness of the Company’s internal audit activities, internal controls and risk management systems. 

The Audit Committee will report to the Board on how it has discharged its responsibilities and, separately, an individual section of the annual report will describe the work of the Audit Committee. Where requested by the Board, the Audit Committee will review the content of the annual report and accounts and advise the Board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy.

The UK Corporate Governance Code recommends that the audit committee should comprise at least three members, who should all be independent Non-Executive Directors, and that at least one member should have recent and relevant financial experience. The membership of the Company’s Audit Committee will comprise three members, all of whom are independent Non-Executive Directors.

Audit Committee members:

1. Professor John Wright
2. Mr. Farooq Arjomand
3. Mr. Ayalur Subbaraman

Professor John Wright, an independent Non-Executive Director, is considered by the Board to have recent and relevant financial experience and will be chairman of the Audit Committee. 

The Company considers that it will comply with the recommendations of the UK Corporate Governance Code regarding the composition of the Audit Committee.

The Audit Committee will formally meet at least three times per year and otherwise as required. The Audit Committee will consider and make recommendations to the Board to be put to Shareholders for approval at the Company’s annual general meeting in relation to the appointment, re-appointment and removal of the external auditor. The Audit Committee should satisfy itself that there are no relationships between the Company and the external auditor which could adversely effect the auditor’s independence and objectivity.

At least once every ten years, the Audit Committee shall ensure the audit services contract is put out to tender. The Group Chief Finance Officer and the external auditor will be invited to attend meetings on a regular basis and other non-members of the Audit Committee may be invited to attend as and when appropriate and necessary.