The Board has established a Committee of the Board to be known as the Audit Committee.
The Committee shall be appointed by the Board. All members of the Committee shall be independent non-executive directors of the Company. The Committee shall consist of not less than three members.
A quorum shall be two members.
The Chairman of the Committee shall be appointed by the Board from amongst the independent non-executive directors.
Members of Executive Management, Head of Operational Audit and a representative of the external auditors shall attend meetings at the invitation of the Committee.
At least once a year the Committee shall meet separately with the external auditors and the Head of Operational Audit without the presence of Executive Management.
Meetings will be held not fewer than three times a year. The meeting dates for the financial year will be agreed by the Committee prior to the commencement of the year.
The Chairman will call an additional meeting of the Committee if so requested by any member, the Chief Executive Officer, the Finance Director, the Head of Operational Audit or the external auditors.
The Secretary, in conjunction with the Chairman of the Committee, shall draw up an agenda which shall be circulated together with supporting papers, at least one week prior to each meeting to the members, the other members of the Board and the external auditors.
The Committee is authorised by the Board to investigate any activity within its Terms of Reference. The Committee is granted full access to Company information and can seek that information from any employee of the business. Employees are directed to co-operate with any request made by the Committee.
The Committee shall appoint a Secretary to assist it in administrative matters.
The Committee is authorised to obtain outside legal or independent professional advice and the company will make funds available to enable this.
The responsibilities of the Committee shall be:
1 Controls
2 External audit
3 Operational Audit
4 Whistleblowing
To review the Company's arrangements by which staff can raise concerns about matters of financial reporting, control and or other topics.
The Chairman of the Committee will update the Board at the earliest reasonable opportunity to the outcomes of the Committee meetings.
The Secretary to the Committee shall circulate the minutes of the Committee meetings to all members of the Board and the external auditors.
The Committee shall conduct an annual review of their work and these Terms of Reference and make recommendations to the Board.
The Committee's duties and activities during the year shall be disclosed in the annual financial statements, subject to Board approval.
The Chairman of the Committee shall attend the AGM and shall answer questions, through the Chairman of the Board, on the Committee's activities and its responsibilities.