Membership and process

The Committee comprises:

Jamie Dundas (as Chairman), Tim Barker and Mike Grasby, all of whom are independent non-executive directors, appointed by the Board.

The Board is satisfied that the membership of the Committee meets the requirement for recent and relevant financial experience. The Company Secretary acts as Secretary to the Committee.

The Chairman of the Committee reports the Committee’s deliberations to the following Board meeting and, once agreed, the minutes of each meeting of the Committee are circulated to all members of the Board.

Role

The Committee assists the Board to fulfil its oversight responsibilities. Its primary functions are to:

• monitor the integrity of the financial statements and other information provided to shareholders;
• review significant financial reporting issues and judgements contained in the financial statements;
• review the systems of internal control and risk management;
• maintain an appropriate relationship with the Group’s external auditors and review the effectiveness and objectivity of the external audit process; and
• monitor and review the effectiveness of the internal audit function (which is provided by Grant Thornton UK LLP, a leading firm of accountants), review all internal audit reports and review and monitor management’s responses to the findings and recommendations of the internal audit function.