The Audit Committee's Terms of Reference under which authority is delegated to them by the Board, are available for download here.
The Chairman of the Audit Committee regularly updates the Board as to its activities, attends the Annual General Meeting and is available to answer questions from shareholders.
The Audit Committee of the Board consists of the following Non-Executive Directors:
- Geoff Meagher (Chair)
- Rose Hynes
- Hugh McCutcheon
The Chief Financial Officer and the Head of Internal Audit attend Committee meetings as appropriate, while the external auditor attends as required and has direct access to the Committee Chairman. The Committee meets at least four times per annum and the Chairman regularly updates the Board as to its activities.
The Committee's responsibilities include:
- monitoring the integrity of the financial statements of the Group and any formal announcements relating to financial performance including reviewing any significant financial reporting issues and judgments contained therein;
- monitoring and reviewing the adequacy and effectiveness of the Group's internal financial controls, internal controls and risk management systems;
- monitoring and reviewing the effectiveness of the Group's internal audit function in the context of the Group's overall risk management system;
- approving the appointment and removal of the head of the internal audit function;
- making recommendations to the Board in relation to the appointment and removal of the Group's external auditor;
- evaluating the performance of the external auditor including their independence and objectivity;
- reviewing the annual internal and external audit plans;
- ensuring compliance with the Group's policy on the provision of non-audit services by the external auditor;
- reviewing arrangements by which staff of the Group and contractors may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters and periodically review the methods by which "whistleblowing" can take place;
- advising the board on the current risk exposures of the Group and future risk strategy;
- keeping under review the Group's overall risk assessment processes that inform the board's decision making, ensuring both qualitative and quantitative metrics are used;
- recommending to the board the appointment and/or removal of the Internal Audit function;
- reviewing and monitoring management's responsiveness to the findings and recommendations of the Internal Auditor;
The Group has a policy in place governing the conduct of non-audit work by the external auditor. Under this policy the auditor is prohibited from performing services where the auditor would participate in activities that would normally be undertaken by management; be remunerated through a "success fee" structure; or would act in an advocacy role for the Group.
Other than the above, the Group does not impose an automatic ban on the external auditor undertaking non-audit work. The engagement of the external auditor in non-audit work must be pre-approved in certain circumstances by the Audit Committee, in particular when the level of fees involved could be considered to impact on external auditor independence.
Details of the amounts paid to the external auditor during the year for audit and other services are set out in the notes to the financial statements of the Annual Report.