Audit Committee

Members of the Audit Committee are appointed by the Board and all of its members are considered to be independent.

The Audit Committee meets at least three times each year and additionally as required.

Committee Members

Carol Bell
David Davies (Committee Chairman)
Carol Bell
Vivien Gibney

Only members of the Committee have the right to attend Committee meetings. However, the external auditor and Chief Financial Officer will be invited to attend meetings on a regular basis and other non-members may be invited to attend all or part of any meeting as and when appropriate and necessary.

Role and Responsibilities

The Audit Committee’s full terms of reference are available below but in summary, the Audit Committee’s main role and responsibilities are:

  • monitoring the integrity of the financial statements of the Company, including its annual and half-yearly reports, interim management statements and any other formal announcement relating to its financial performance, reviewing and reporting to the Board on significant financial reporting issues and judgements which they contain having regard to matters communicated to it by the auditor;
  • to 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;
  • keeping under review the effectiveness of the Company’s internal financial controls and internal control and risk management systems together with reviewing and approving statements to be included in any public document concerning internal controls and risk management;
  • reviewing the adequacy and security of the Company’s procedures and arrangements for detecting fraud, bribery and money laundering and ensuring that employees and contractors are able to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters;
  • monitoring and reviewing the effectiveness of the Company’s internal audit processes in the context of the Company’s overall risk management system;
  • considering and making recommendations to the Board, to be put to shareholders for approval at the Annual General Meeting, in relation to the appointment, re-appointment and removal of the Company’s external auditor;
  • ensure that at least every ten years the audit services contract is put out to tender to enable the Committee to compare the quality and effectiveness of the services provided by the incumbent auditor with those of other audit firms; and
  • developing and implementing a policy on the supply of non-audit services by the external auditor.


Download the Audit Committee's full terms of reference