Audit Committee Terms of. Date:
|
|
- Dorthy Mills
- 5 years ago
- Views:
Transcription
1 Xchanging plc Audit Committee Terms of Reference Date: 1 May 2013 Version: 1 Owner: Sara Tyldesley
2 1 TERMS OF REFERENCEE AUDIT COMMITTEEE (As approved by the Board of Directors off Xchanging plc (the Company ) on 1 th May 2013) The Audit Committee is a sub-committee of the Board appointed in accordance with the Company's articles of association and the Financial Reporting Council's Combined Code on Corporate Governance, whose purpose is to assist the board in the effective discharge of its responsibilitiess for corporate governance, financial reporting and internal control. The Audit Committee has no executive powers with regard to its recommendations and does not relieve the directors of their responsibilities for these matters. 2
3 2 COMPOSITION 2.1 The Audit Committee shall be a Committee of the Board and its members appointed by the Board. The members of the Committee shall serve onn the Committee at the discretion of the Board and may be removed by the Board. Members shall be appointed for an initial three year term which may be extended for two further three year periods The Committee shall comprise not less than three independent non-executive directors of the t Company of which at least one memberr will have recent and relevant financial experience. The Board shall appoint the Chairman of the Committee. 2.3 The Committee may invite the Chairman of the Board, Chief Executive, Chief Finance Officer, other directors, the heads of risk, compliance and internal audit and representatives from the finance functionn to attend for all or part of any meeting, as and when appropriate. 2. The Chairman of the Board shall not be a member of the Committee. 2.5 The external auditors shall attend meetings of the Committee on a regular basis. At least once a year, the Committee shall meet with the external and internal auditors, without senior management, to discuss matters relating to its remit and any issuess arising from the audit. 2.6 The Company Secretary or his nominee shall be the Secretary to the t Committee. 2.7 The Chairman and members shall be listed each year in the Company's Annual Report. 3
4 3 MEETINGS 3.1 The quorum for any meeting shall be two of the committee members present at all times orr by telephone. 3.2 The Committee shall normally meet at least three times a year andd additionallyy as and when required. The Chairman of the Committee may convene meetings at his discretion. A meeting of the Committee may be called by any member of the Committee or by the Secretary. The Chairman of the Committee shall meet at least annually with the Chairmen of the Audit Committees of eachh Enterprise Partnership Notice of each meeting confirming the venue, date and time together with an agenda of items to be discussed and supporting papers where appropriate shall be forwarded at least three working days in advance to each member of the Committee and to each other person invited too attend. All reasonable efforts shall be made to give notice of meetings of the Committee to t all members of it and to t arrange such meetings so that members are able to attend them. 3. A member of the Committee may participate in a Committee meeting by telephone. 3.5 In the event of equality of votes, the Chairman of the Committee shall have a casting vote. 3.6 If any member of the Committee is unablee to act for any reason, the Chairman of the Committee may appoint another non-executivee director of the Company agreed by other members of the Committee to act as that member's alternate. 3.7 Each member of the Committee shall disclose to the Committee: Any personal financial interest (other than as a shareholder) inn any matter to be decided by the Committee; or Any potential conflict of interest arisingg from a cross-directorship. Any such member shall abstain from voting on resolutions of the Committee C inn relation to which such interest exists and from participating in thee discussionss concerningg such resolutions and (iff so requested by the Board) shall resign from the Committee.
5 RESPONSIBILITIES The committee should carry out the dutiess below for the company:.1 Financial Reporting.1.1 Monitor the integrity of the financial statements of the Company, ncluding its annual and interim reports, preliminary results announcements and any other formal announcement relating to its financial performance, reviewing significant financial reporting issues and judgements which they contain;.1.2 Review summary financial statements, significant financial returns to regulatorss and any financial information contained in certain other documents, such as announcements of a price sensitive nature. The executive management shall be responsible for the preparation of all documents to be reviewed by the Committee;.1.3 Review and challenge where necessary: the consistency of, appropriateness of, and any changes to, t accounting policies on a year on year basis and recommend to thee Board any material changes; the methods used to account for significant or unusual transactions where different approaches are possible; whether the Company has followed appropriate accounting standards and made appropriate estimatess and judgements, takingg into account the views of o the external auditor; the clarity of disclosure in the Company s financial reports and the context in whichh statementss are made; effectiveness of management procedures for financial reporting including the clarity and completeness of disclosures in thee financial statements; considering whether disclosures are set properly in context; and all material information presented with the financial statements, such as the operating and financial review and the corporatee governancee statement (insofar( as it relates to the audit and risk management). Note: The review of relevant pension s information is effected by a separate Board Pensions sub- report and committee..2 Narrative Reporting Where requested by the board, the audit committee should revieww the content of the annual accounts and advise the on board on whether, taken as a whole, itt is fair, balanced and understandablee and provides the information necessary for shareholders to assesss the company s performance, business model and strategy. 5
6 RESPONSIBILITIES.3 Internal controls and risk management systems The Committee shall:.3.1 Evaluate the process of identifying the nature and extent of the more significant risks the Company is willing to take in achieving its strategic objectives;.3.2 Keep under review the effectiveness of thee Company s internal controls and risk management systems;.3.3 Review and report to the Board any instances of financial irregularities or financial fraud;.3. Consider major findings of internal investigations and management's response;.3.5 Review and approve the statements to bee included in the Annual Report R concerning internal controls and risk management; and.3.6 Review the minutes of the audit committees of the Enterprise Partnerships.. Whistleblowing The Committee shall review the Company s arrangements for its employees e too raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Committee shall ensure that thesee arrangements allow proportionate and independent investigation of such matters and appropriate follow up action. As stated in the Whistleblowing Policy, the Chairman of The Committee will receive regular updates on any information disclosed by employees through the Company s whistleblowing arrangements..5 Internal audit The Committee shall:.5.1 Monitor and review the effectiveness of the Company s internal audit function in the context of the Company s overall risk management system;.5.2 Consider and approve the remit of the internal audit function and ensure e it has s adequate resources and appropriate access to information to enable it to perform its function effectivelyy and in accordance with the relevant professional standards. The Committee shall also ensure the function has adequate standing and is independent of senior managemen t or other restrictions;.5.3 Review and assess the annual internal audit plan and ensure that it is agreed with both the Chief Executive Officer and Chief Finance Officer;.5. Review promptly all reports on the Company submitted to it from the internal auditors;.5.5 Review and monitor management s responsiveness to the findingss and recommendations of the internal auditor;.5.6 Approve the appointment or termination of appointmen of the head of internal audit and ensure his/her development and.5.7 Meet the head of internal audit at least once a year, without management being present, to discuss their remit and any issues arising from the internal audits carried out. Inn addition, thee head of internal audit shall be given the right of direct access to the Chairman of the Board and to the Committee. 6
7 RESPONSIBILITIES.6 External audit The Committee shall:.6.1 Consider and make 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. The Committee shall oversee the selection process for new auditors and if an auditor resigns the Committee shall investigate the issues leading to this and decide whether w any action is required;.6.2 Oversee the relationship with the external auditor including (but not limited to): Review their remunerationn and recommend to the Board for approval, whether fees forr audit or non- audit servicess and that the level of fees is appropriate to enable an adequate audit to be conducted; to review and agree the engagement letter with the external auditor at the start of each audit; to discuss with the external auditors before the audit commencess and keep under review the scope and results of the audit, as well as whether the level of fee payablee is appropriate for the provision of those services; and ensure co-ordination where more than onee audit firm iss involved; To consider the auditors' work plan for the annual and any interim audit and proposed resources in light of the scope of the audit; To monitor the planned programme off audits and to ascertain the reason for any change or delay in the programme; assessing annually their independence and objectivity taking into account relevant UK professional and regulatory requirements and the relationship with the auditor as a whole, including the provision of any non audit services; ; Satisfying itself that there are no relationships (such as family, employment, investment, financial or business) between the auditor and thee Company (other than inn the ordinary course of business); Agreeing with the Board a policy on the employment of formerr employees of the Company s auditor, then monitoring the implementation off this policy; monitoring the auditor s compliance with relevant ethical and professional p guidance on the rotation of audit partners, the level of fees paid by the Company compared to the overall fee income of the firm, office and partner and other related requirements; Assessing annually their qualifications s, expertise and resources and the effectiveness of the audit process which shall include a report from the external auditor on o their own internal quality procedures; Meet regularly with the external auditor, including once at the planning p stage before the audit and once after the audit at the reporting stage. The Committee shall meet the external auditor at least once a year, without management being present, to discuss their remit andd any issues arising from the audit; Review and approve the annual audit plan and ensure that it iss consistent with the scope of the audit engagement; 7
8 RESPONSIBILITIES Review the findings of the audit with the external auditor. This shall includee but not be limited to, the following: o o o o A discussion of any major issues which arose during the audit andd subsequently have been resolved and those issues that have been left unresolved; Any key accounting and auditt judgements; Levels of errors identified during the audit; obtaining explanations from management and, wheree necessary, the external auditors as to why certain errors may remain unadjusted, and The effectivenesss of the audit; Review any representation letter(s) requested by the external auditor before they are signed by management; and Review the management letter and management s response to the auditor s findings and recommendations; the audit committee should consider whether the information provided is complete and appropriate based on its own knowledge;.6.3 Develop and implement a policy on the supply of non-audithe matter; this shall include non audit services which are: services by the external auditor, taking into account any relevant ethical guidance on Pre- approved Do not require specific approval from the audit committee before contracting Excluded from the external auditor.6. pre- approval of non audit service is considered appropriate wheree the threat too auditor independence is considered low, guidelines forr which are included within the policy for provisionn of non audit services, and.6.5 At the end of the annual auditt cycle, assess the effectiveness of the audit process. In the course of doing so the audit committee should: review whether the auditor has met the agreed audit plan and understand the reasons for any changes, including changes in perceived audit risks and the work w undertaken by the external auditors to address those risks; Consider the robustness and perceptiveness of the auditors inn their handling of the key accounting and audit judgements identified and inn responding to questionss from the audit committee, and in their commentary where appropriate on thee systems of internal control; Obtain feedback about the conduct off the audit from key people involved, for example the Chief Finance Officer and the Head of Internal Audit; review and monitor the content of the external auditor s management letter, in order to assess whether it is based on a good understanding of the company ss business and establish whether recommendations have been acted upon and, if not, the reasons why theyy have not been acted upon; and Report to the board on the effectiveness of the external audit process. p 8
9 RESPONSIBILITIES.7 Reporting Responsibilities The Committee shall:.7.1 Review the statement by the directors to be included in the annuall accounts onn the going concern status of the Company and any supporting assumptions and qualifications;.7.2 assist the Board by preparing a statementt for inclusionn in the directors' report for the Annual Report describing the roles and responsibilities off the Committee and actions taken byy the Committee to discharge those responsibilities; as well ass listing the names and qualificationsq s of all members of the committee, the number of committee meetings and attendance by each member;.7.3 Produce for the Board's approval the statement for inclusion in thee Annual Report in relation to internal control and the management of risk;.7. If the external auditor is permitted to provide non-audit services, too provide an explanation for inclusion in the Annual Report of how auditor objectivity and independence is safeguarded; and.7.5 report to the Board as it deems appropriate, identifying any matters within its remit, in respect of which it considers that action or improvement is needed and making recommendationss as to the steps to be taken;.7.6 The audit committee should report to the board on how it has discharged its responsibilities, including: The significant issues that it considered in relation to the financial statements and how these issuess were addressed; Its assessment of the effectiveness off the external audit process and its recommendation on the appointment or reappointment of the external auditor; and Any other issues on whichh the board has requested the committee s opinion. 9
10 5 ANNUAL GENERAL MEETING The Chairman of the Committee shall attend the Annual General Meeting M prepared to respond to any shareholder questions on the Committee ss activities. 6 REPORTING PROCEDURE 6.1 The Chairman of the Committee shall make a verbal report to the next meetingg of the Board of matters considered by the Committee. 6.2 The Secretary shall circulate to t all members of the Board the minutes of the meetings of the Committeee after the approval and signature by the Chairman. 6.3 The external auditors shall be invited to attend the Board meeting at which the e minutes from the Annual Accounts review are submitted to the Board. 7 TERMS OF REFERENCEE REVIEW The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend r any changes it considerss necessary to the Board for approval. 8 AUTHORITY 8.1 The Committee is authorised to seek any information it requires from any employee of the company in orderr to perform its duties. 8.2 The Committee is authorised to seek, at the company s expense, appropriate a and timely training, both in the form of an induction programme for new members and on an ongoing o basis for all members. 8.3 The Committee is authorised to obtain, at the company s expense, outside legal or other professional advice on any matters within its i terms of reference. 10
11 Revision history Version Date Author Brief description 3 Leadenhall Street London, EC3A 1AX, UK Telephone + (0) Facsimile + (0) Website info@xchanging.com Xchanging
Audit Committee. Terms of Reference. 1. Membership
Audit Committee Terms of Reference 1. Membership 1.1. Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination & Corporate Governance Committee in consultation
More informationTerms Of Reference Audit Committee February 2011
Reference to the Committee shall mean the Audit Committee. Reference to the Board shall mean the Board of Directors. 1. Membership 1.1. Members of the Committee shall be appointed by the Board, on the
More informationAudit Committee Terms of Reference
Audit Committee Terms of Reference 25 September 2015 Table of Contents 1. Definitions 3 2. Constitution 3 3. Membership 3 4. Meetings 4 5. Duties 5 6. Reporting Responsibilities 8 7. Performance, Resources
More informationAUDIT COMMITTEE. Terms of Reference
AUDIT COMMITTEE Terms of Reference Approved by the Board on 30 January 2013 1. Membership 1.1. The Committee shall comprise at least three members. Members of the Committee shall be appointed by the Board,
More informationREGUS plc. Audit Committee Terms of Reference (Approved by the Board at a meeting held on 27 August 2008)
REGUS plc Audit Committee Terms of Reference (Approved by the Board at a meeting held on 27 August 2008) 1. Constitution The Board of Regus plc (the Company ) has resolved to establish a committee of the
More informationClose Brothers Group plc
1. Membership Close Brothers Group plc Audit Committee (the Committee ) Terms of Reference 1.1 Members of the Committee shall be appointed by the Board (the Board ), on the recommendation of the Nomination
More informationFENNER PLC JUNE The external auditor and Group Finance Director will be invited to attend meetings of the Committee on a regular basis.
FENNER PLC TERMS OF REFERENCE OF THE AUDIT COMMITTEE JUNE 2015 1. MEMBERSHIP & ATTENDANCE 1.1. The Committee shall be appointed by the Board on the recommendation of the Nomination Committee in consultation
More informationMidatech Pharma PLC (the "Company") AUDIT COMMITTEE - TERMS OF REFERENCE
Midatech Pharma PLC (the "Company") AUDIT COMMITTEE - TERMS OF REFERENCE 1. INTRODUCTION At a meeting of the board of directors of the Company (the "Board") held on 3 December 2014 the Board resolved,
More informationHalma plc Terms Of Reference Audit Committee Approved 26 April 2015
Reference to the Committee shall mean the Audit Committee. Reference to the Board shall mean the Board of Directors. 1. Membership 1.1. Members of the Committee shall be appointed by the Board, on the
More information1.4 The external auditors will be invited to attend meetings of the Committee on a regular basis.
PENNON GROUP PLC- AUDIT COMMITTEE TERMS OF REFERENCE 1. Membership 1.1 Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination Committee in consultation with the
More informationNCC GROUP PLC ("Company") AUDIT COMMITTEE: TERMS OF REFERENCE. "Board" means the board of directors of the Company;
NCC GROUP PLC ("Company") AUDIT COMMITTEE: TERMS OF REFERENCE 1. Definitions In these terms of reference: "Board" means the board of directors of the Company; Code means UK Corporate Governance Code; "Committee"
More informationTELECITY GROUP PLC. Audit Committee Terms of Reference
TELECITY GROUP PLC Audit Committee Terms of Reference 1. Membership 1.1 Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination Committee in consultation with
More informationWANdisco plc TERMS OF REFERENCE OF THE AUDIT COMMITTEE. Adopted by resolution of the Board on 24 February 2017
WANdisco plc TERMS OF REFERENCE OF THE AUDIT COMMITTEE Adopted by resolution of the Board on 24 February 2017 1. DEFINITIONS In this document:- (a) (b) (c) (d) (e) reference to the "Board shall mean the
More informationRICARDO PLC TERMS OF REFERENCE FOR THE AUDIT COMMITTEE. functions and powers set out in these terms of reference.
RICARDO PLC TERMS OF REFERENCE FOR THE AUDIT COMMITTEE 1. CONSTITUTION 1.1 The Committee has the delegated authority of the board in respect of the functions and powers set out in these terms of reference.
More informationALUFER MINING LIMITED ( the COMPANY ) AUDIT COMMITTEE CHARTER
1. Composition of the Committee ALUFER MINING LIMITED ( the COMPANY ) AUDIT COMMITTEE CHARTER 1.1 The Company Secretary, or their nominee, shall act as the secretary of the Committee. 1.2 The quorum necessary
More informationCompass Group PLC (the Company) Audit Committee Terms of Reference. Adopted by the Board on 21 September 2016
Compass Group PLC (the Company) Audit Committee Terms of Reference Adopted by the Board on 21 September 2016 Constitution 1. The Board resolved on 7 December 2000 to establish a committee of the Board
More informationAudit Committee Terms of Reference
Audit Committee Terms of Reference 1. Definitions Board means the Company s Board of Directors Committee means the Audit Committee of the Company Company means Dialight plc Group means the Company s group
More informationGROUP AUDIT COMMITTEE ( the Committee ) TERMS OF REFERENCE
CMC Markets plc ( the Company ) GROUP AUDIT COMMITTEE ( the Committee ) 1. CONSTITUTION TERMS OF REFERENCE 1.1 The Committee was constituted as a committee of the board of directors (board) of the Company
More informationTERMS OF REFERENCE FOR THE AUDIT COMMITTEE
TERMS OF REFERENCE FOR THE AUDIT COMMITTEE References to the Company shall mean SSE plc. References to Directors shall mean Directors of SSE plc. References to the Committee shall mean the Audit Committee.
More informationMalin Corporation plc (the "Company") Terms of reference for the Audit Committee (the Committee ) of the Board of Directors (the Board )
Malin Corporation plc (the "Company") Terms of reference for the Audit Committee (the Committee ) of the Board of Directors (the Board ) Adopted by the Board on 3 rd March 2015 There shall be established
More informationInforma PLC TERMS OF REFERENCE AUDIT COMMITTEE. Adopted by the Board on
Informa PLC TERMS OF REFERENCE AUDIT COMMITTEE Adopted by the Board on 9 TH February 2015 CONTENTS Constitution and Purpose... 3 1. Membership... 3 2. Secretary... 4 3. Quorum... 4 4. Frequency of Meetings...
More informationMICROSAIC SYSTEMS PLC (the "Company") FINANCE AND AUDIT COMMITTEE (the "Committee") TERMS OF REFERENCE
MICROSAIC SYSTEMS PLC (the "Company") FINANCE AND AUDIT COMMITTEE (the "Committee") TERMS OF REFERENCE Adopted by a resolution of the board of directors of the Company (the "Board") passed in accordance
More informationBiffa plc (the Company ) Audit Committee (the Committee ) Terms of Reference
Biffa plc (the Company ) Audit Committee (the Committee ) Terms of Reference Approved and adopted by the Board of Directors of the Company (the Board ) on 28 September 2016 Purpose The purpose of the Committee
More information3 Quorum The quorum necessary for the transaction of business shall be two members.
Audit Committee Terms of Reference 1 Membership 1.1 The committee shall comprise at least two members. Members of the committee shall be appointed by the board, on the recommendation of the nomination
More informationDEFENX PLC (Company) Audit committee Terms of reference
1. Purpose DEFENX PLC (Company) Audit committee Terms of reference The purposes of the audit committee (Committee) are: 1.1 to monitor the integrity of the financial statements of the Company and any formal
More informationHARDY OIL AND GAS PLC. TERMS OF REFERENCE OF THE AUDIT COMMITTEE adopted pursuant to a resolution of the Board passed on 21 January 2013
HARDY OIL AND GAS PLC TERMS OF REFERENCE OF THE AUDIT COMMITTEE adopted pursuant to a resolution of the Board passed on 21 January 2013 1. DEFINITIONS Reference to the Committee shall mean the Audit Committee.
More informationAudit Committee Terms of Reference
Next plc (the "Company") Audit Committee Terms of 1. Membership 1.1 The Committee shall comprise at least three members. Members of the Committee shall be appointed by the Board, on the recommendation
More information1.4 The external auditors will be invited to attend meetings of the Committee on a regular basis.
Micro Focus PLC Terms of Reference of the Audit Committee References to "the Committee" shall mean the Audit Committee. References to "the Board" shall mean the Board of Directors. References to "the Company"
More informationTerms of Reference for the Audit Committee (approved at a meeting of the Board of Directors (the "Board") held on 20th October 2014)
Terms of Reference for the Audit Committee (approved at a meeting of the Board of Directors (the "Board") held on 20th October 2014) Constitution 1. It is resolved that a Committee of the Board be established,
More informationGroup Secretariat. Group Audit Committee Terms of Reference. RSA Insurance Group plc 20 Fenchurch Street London EC3M 3AU. Issued: December 2015
Group Secretariat Group Audit Committee Terms of Reference Issued: December 2015 RSA Insurance Group plc 20 Fenchurch Street London EC3M 3AU RSA Insurance Group plc GROUP AUDIT COMMITTEE - TERMS OF REFERENCE
More informationGROUP POLICY GUIDELINES ON CORPORATE GOVERNANCE AUDIT COMMITTEE
GROUP POLICY GUIDELINES ON CORPORATE GOVERNANCE AUDIT COMMITTEE 1. ROLE 1.1 The role of the Committee is primarily to review and monitor the integrity of the financial reporting by the Company, to review
More informationReference to the Committee shall mean the Audit Committee Reference to the Board shall mean the Board of Directors
PERSIMMON PLC (the Company ) AUDIT COMMITTEE TERMS OF REFERENCE AND CONSTITUTION Reference to the Committee shall mean the Audit Committee Reference to the Board shall mean the Board of Directors These
More informationTerms of reference for the Audit Committee ( the Committee )
MARSTON S PLC Terms of reference for the Audit Committee ( the Committee ) Reference to the Board shall mean the Board of Directors 1. Membership 1.1 Members of the Committee shall be appointed by the
More informationCITY OF LONDON INVESTMENT GROUP PLC ( the Company ) AUDIT COMMITTEE TERMS OF REFERENCE
CITY OF LONDON INVESTMENT GROUP PLC ( the Company ) AUDIT COMMITTEE TERMS OF REFERENCE INTRODUCTION On 21 March 2006, the Board resolved, in accordance with the articles of association of the Company,
More informationAEW UK REIT PLC. (the "Company") AUDIT COMMITTEE. Terms of Reference. (as adopted on 27 February 2017)
AEW UK REIT PLC (the "Company") AUDIT COMMITTEE Terms of Reference (as adopted on 27 February 2017) 1. DEFINITIONS 1.1 Reference to the "Committee" shall mean the Audit Committee. 1.2 Reference to the
More informationPurplebricks Group PLC (the Company) TERMS OF REFERENCE FOR THE AUDIT COMMITTEE
Purplebricks Group PLC (the Company) TERMS OF REFERENCE FOR THE AUDIT COMMITTEE In these Terms of Reference: Board means the board of directors of the Company; Chairman means the chairman of the Board;
More informationMondi DLC. Audit Committee. Terms of Reference
Mondi DLC Audit Committee Terms of Reference In these Terms of Reference, references to: the Group shall mean both Mondi plc and Mondi Limited and their respective subsidiaries from time to time, operating
More informationTED BAKER PLC (the "Company") AUDIT COMMITTEE TERMS OF REFERENCE
TED BAKER PLC (the "Company") AUDIT COMMITTEE TERMS OF REFERENCE In this document, the "Board" shall mean the Board of directors of the Company; the "Committee" shall mean the Audit Committee; the "Chairman"
More informationTELECOM PLUS PLC. Terms of Reference for the Audit Committee. 1. Constitution
TELECOM PLUS PLC Terms of Reference for the Audit Committee 1. Constitution The Board resolved to establish a Committee of the Board to be known as The Audit Committee on 4 th April 1997. The Terms of
More informationDATED 1 December 2017 HOSTELWORLD GROUP PLC AUDIT COMMITTEE TERMS OF REFERENCE
DATED 1 December 2017 HOSTELWORLD GROUP PLC AUDIT COMMITTEE TERMS OF REFERENCE HOSTELWORLD GROUP PLC (the "Company") AUDIT COMMITTEE - TERMS OF REFERENCE CONSTITUTION 1. The Committee has been established
More informationMcCarthy & Stone plc. (the Company ) Audit and Risk Committee - Terms of Reference
McCarthy & Stone plc (the Company ) Audit and Risk Committee - Terms of Reference 1. PURPOSE 1.1 The role of the Audit and Risk Committee (the Committee ) is to: monitor the integrity of the financial
More informationAudit Committee Terms of Reference
Audit Committee Terms of Reference 1. Membership 1.1. Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination Committee in consultation with the Chairman of the
More informationAudit & Risk Committee: Terms of Reference
Genesis Emerging Markets Fund Limited Audit & Risk Committee: Terms of Reference 1. Membership 1.1 The Committee shall comprise at least three Members. Members of the Committee shall be appointed by the
More informationAEW UK REIT PLC. (the "Company") AUDIT COMMITTEE. Terms of Reference. (as adopted on 7 December 2015)
AEW UK REIT PLC (the "Company") AUDIT COMMITTEE Terms of Reference (as adopted on 7 December 2015) 1. DEFINITIONS 1.1 Reference to the "Committee" shall mean the Audit Committee. 1.2 Reference to the "Board"
More informationIrish Residential Properties REIT plc (the Company ) Audit Committee ( Committee ) Terms of Reference
Irish Residential Properties REIT plc (the Company ) Audit Committee ( Committee ) Terms of Reference Adopted by the board of directors of the Company (the Board ) on 31 March 2014 (as amended on, and/or
More informationAldermore Group PLC. (the Company )
Aldermore Group PLC (the Company ) Terms of Reference: Audit Committee as adopted by the Board on 26 January 2016 Reference to the Committee shall mean the Audit Committee. Reference to the Board shall
More informationVINACAPITAL VIETNAM OPPORTUNITY FUND LIMITED. (the "Company") AUDIT COMMITTEE. Terms of Reference. (as adopted on 29 July 2016)
VINACAPITAL VIETNAM OPPORTUNITY FUND LIMITED (the "Company") AUDIT COMMITTEE Terms of Reference (as adopted on 29 July 2016) 1. DEFINITIONS 1.1 Reference to the "Committee" shall mean the Audit and Valuation
More informationAudit Committee - Terms of Reference
Audit Committee - Terms of Reference 1. Constitution 1.1 Great Portland Estates plc s Audit Committee ( the Committee ) is established by Board of Directors. 2. Membership 2.1 Members of the Committee
More informationPOLYPIPE GROUP PLC AUDIT COMMITTEE TERMS OF REFERENCE
POLYPIPE GROUP PLC AUDIT COMMITTEE TERMS OF REFERENCE TS4/21953714/02/TAC/JP1 1 POLYPIPE GROUP PLC (the "Company") AUDIT COMMITTEE - TERMS OF REFERENCE CONSTITUTION 1. The Audit Committee (the "Committee")
More informationTERMS OF REFERENCE AUDIT AND RISK COMMITTEE
Dated 12 October 2017 TERMS OF REFERENCE AUDIT AND RISK COMMITTEE Stobart Group Limited Old Bank Chambers La Grande Rue St Martin s Guernsey Channel Islands GY4 6RT Registered in Guernsey Registered number
More information1.4 The external auditor will be invited to attend meetings of the committee on a regular basis.
Audit Committee Terms of Reference 1. Membership 1.1 comprise at least three members. At least two independent non-executive directors, which may include the chairman of the board if he or she was considered
More information1.2 The Committee has the delegated authority of the board in respect of the functions and powers set out in these terms of reference.
TERMS OF REFERENCE FOR THE AUDIT COMMITTEE 1. CONSTITUTION 1.1 The audit committee (Committee) was constituted as a committee of the board of directors (board) of GEM DIAMONDS LIMITED (Company) at a full
More informationTERMS OF REFERENCE AUDIT COMMITTEE
TERMS OF REFERENCE AUDIT COMMITTEE OSIRIUM TECHNOLOGIES PLC (the Company) AUDIT COMMITTEE: TERMS OF REFERENCE 1 CONSTITUTION The Audit Committee (the Committee) was constituted at a full meeting of the
More informationBRAEMAR SHIPPING SERVICES PLC ( the Company ) TERMS OF REFERENCE FOR THE AUDIT COMMITTEE
1 Membership 1.1. The committee shall comprise not less than two members. Members of the committee shall be appointed by the board, on the recommendation of the nomination committee in consultation with
More informationGroup Secretariat. Group Audit Committee Terms of Reference. RSA Insurance Group plc 20 Fenchurch Street London EC3M 3AU. Issued: 1 November 2017
Group Secretariat Group Audit Committee Terms of Reference Issued: 1 November 2017 RSA Insurance Group plc 20 Fenchurch Street London EC3M 3AU RSA Insurance Group plc GROUP AUDIT COMMITTEE - TERMS OF REFERENCE
More informationTERMS OF REFERENCE FOR THE AUDIT AND RISK COMMITTEE OF THE BOARD OF SPECTRIS PLC
TERMS OF REFERENCE FOR THE AUDIT AND RISK COMMITTEE OF THE BOARD OF SPECTRIS PLC 1. Constitution The Audit and Risk Committee (the Committee ) shall be formed under the provisions of Article 119 of Spectris
More informationDATED 28 NOVEMBER 2011 PETRA DIAMONDS LIMITED AUDIT COMMITTEE TERMS OF REFERENCE
DATED 28 NOVEMBER 2011 PETRA DIAMONDS LIMITED AUDIT COMMITTEE TERMS OF REFERENCE MEMERY CRYSTAL LLP 44 SOUTHAMPTON BUILDINGS LONDON WC2A 1AP TEL: 020 7242 5905 FAX: 020 7242 2058 REF: KAS/2425847 PETRA
More informationThe Committee should carry out the duties below for the Bank and subsidiary undertakings, as appropriate.
Metro Bank PLC Audit Committee Terms of Reference 1. Constitution The Metro Bank PLC (the Bank ) Board of Directors (the Board ) has established a Committee of the Board, known as the Audit Committee (the
More informationGOCOMPARE.COM GROUP PLC AUDIT AND RISK COMMITTEE TERMS OF REFERENCE. Adopted by the Board on 28 September 2016
GOCOMPARE.COM GROUP PLC AUDIT AND RISK COMMITTEE TERMS OF REFERENCE Adopted by the Board on 28 September 2016 The following are the terms of reference of the Audit and Risk Committee (the Committee ) of
More informationAUDIT COMMITTEE: TERMS OF REFERENCE
Reviewed December 2018 DATED: 10 December 2014 DIGNITY PLC AUDIT COMMITTEE: TERMS OF REFERENCE CONTENTS 1. DEFINITIONS... 1 2. INTRODUCTION... 1 3. MEMBERSHIP... 1 4. SECRETARY... 1 5. QUORUM... 2 6. FREQUENCY
More informationTERMS OF REFERENCE. RECKITT BENCKISER GROUP plc AUDIT COMMITTEE. Adopted by resolution on 28 July 2016
RECKITT BENCKISER GROUP plc AUDIT COMMITTEE Adopted by resolution on 28 July 2016 The Board of Directors of the Company (the Board) resolved on 4 September 2007 to establish a Committee of the Board to
More informationSECURE TRUST BANK PLC ( STB or Company ) AUDIT COMMITTEE. TERMS OF REFERENCE adopted by the Board on 6 October
SECURE TRUST BANK PLC ( STB or Company ) AUDIT COMMITTEE TERMS OF REFERENCE adopted by the Board on 6 October 2016 1 (to take effect from Admission 12 October 2016 ) References to the Committee means the
More informationAUDIT COMMITTEE TERMS OF REFERENCE
INTERTEK GROUP PLC AUDIT COMMITTEE TERMS OF REFERENCE 1 Membership 1.1 comprise at least three members. Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination
More informationActual Experience plc (the "Company") Terms of Reference of the Audit Committee
Actual Experience plc (the "Company") Terms of Reference of the Audit Committee 1. Membership 1.1 The Audit Committee (the "Committee") is a committee of the board of directors of the Company (the "Board")
More informationARIX BIOSCIENCE PLC TERMS OF REFERENCE FOR AUDIT AND RISK COMMITTEE
Effective 7 June 2016 1. CONSTITUTION ARIX BIOSCIENCE PLC TERMS OF REFERENCE FOR AUDIT AND RISK COMMITTEE This committee of the board of directors (the Board ) known as the Audit and Risk Committee (the
More informationSerco Group plc (the Company )
Serco Group plc (the Company ) Audit Committee Terms of Reference 1. Constitution The Board of Serco Group plc (the Board ) has reviewed and confirmed the establishment of a Committee of the Board to be
More informationAudit Committee Terms of Reference
Audit Committee Terms of Reference JULY 2017 Reference to 'the Committee' shall mean the Audit Committee. Reference to 'the Board' shall mean the Board of Directors of IG Group Holdings plc Reference to
More informationLondon Stock Exchange Group plc ("the Company") Audit Committee Terms of Reference
London Stock Exchange Group plc ("the Company") Audit Committee Terms of Reference Approved by the Board of the Company on 5 December 2018. Effective 1 January 2019. 1. Purpose 1.1 The Audit Committee
More informationEF REALISATION COMPANY LIMITED (the Company ) AUDIT COMMITTEE TERMS OF REFERENCE
EF REALISATION COMPANY LIMITED (the Company ) AUDIT COMMITTEE TERMS OF REFERENCE 1. DEFINITIONS Reference to the Board shall mean the Board of Directors of the Company. Reference to the Committee shall
More informationAudit and Risk Committee
Audit and Risk Committee Terms of Reference (ToR) Version No. 1.2 Owner: Committee Approval: VP Risk & Assurance Audit and Risk Committee Effective date: 1 st October 2017 Next Review date: September 2018
More informationAUDIT AND RISK COMMITTEE TERMS OF REFERENCE
AUDIT AND RISK COMMITTEE TERMS OF REFERENCE CONSTITUTION, AUTHORITY AND MEMBERSHIP The Audit & Risk Committee (the 'Committee') is a committee of the Board and, as such, is appointed by and reports to
More informationTHE CO-OPERATIVE BANK PLC AUDIT COMMITTEE. Terms of Reference
THE CO-OPERATIVE BANK PLC AUDIT COMMITTEE Terms of Reference 1. CONSTITUTION 1.1 The Co-operative Bank plc (the Bank ) Terms of Reference for the Audit Committee (the Committee ) were approved by The Co-operative
More informationMORSES CLUB PLC ( the Company ) Audit Committee Terms of Reference
MORSES CLUB PLC ( the Company ) Audit Committee Terms of Reference Members Patrick Storey (Chairman) (Independent Non-Executive Director) Sir Nigel Knowles (Senior Independent Director) Joanne Lake (Independent
More informationAudit Committee Terms of Reference
Audit Committee Terms of Reference References within this Section to the Committee mean the Audit Committee. 1 Membership 1.1 Members of the Committee shall be appointed by the Board, on the recommendation
More informationAUDIT COMMITTEE TERMS OF REFERENCE THE BRITISH UNITED PROVIDENT ASSOCIATION LIMITED AUDIT COMMITTEE. Terms of Reference
THE BRITISH UNITED PROVIDENT ASSOCIATION LIMITED 1. Constitution and Role AUDIT COMMITTEE Terms of Reference The Committee s current Terms of Reference were reviewed and adopted by a resolution of the
More informationTERMS OF REFERENCE FINANCE AND AUDIT COMMITTEE
TERMS OF REFERENCE FINANCE AND AUDIT COMMITTEE I. Membership 1.1. Members of the Finance and Audit Committee shall be appointed by the Board, on the recommendation of the Nomination and Governance Committee,
More informationTerms of Reference Audit Committee
Terms of Reference Audit Committee Last updated 24 March 2015 1.0 Objective 1.1 The Committee is responsible to the Managing Board for the oversight of the financial reporting process, the integrity of
More informationONCIMMUNE HOLDINGS PLC (the Company ) AUDIT COMMITTEE TERMS OF REFERENCE
ONCIMMUNE HOLDINGS PLC (the Company ) AUDIT COMMITTEE TERMS OF REFERENCE PEACHEY & CO LLP 95 Aldwych London WC2B 4JF Tel: +44 (0) 20 7316 5200 Fax: +44 (0) 20 7316 5222 DX: 108 Chancery Lane www.peachey.co.uk
More informationAudit Committee. 1.4 The external auditor will be invited to attend meetings of the Committee on a regular basis.
Audit Committee Members : Pierre Bouchut (Chairman) : Gwyn Burr : Andrew Formica : Judy Gibbons Secretary : Sarah Booth By invitation : Chairman Chief Executive Officer Chief Financial Officer Group Financial
More informationAudit and Finance Committee Terms of Reference
Audit and Finance Committee Terms of Reference 1. Purpose The Board of Directors has established an Audit and Finance Committee, (the committee) the main role and responsibilities of which include: 1.1
More informationCYBG PLC BOARD AUDIT COMMITTEE CHARTER
CYBG PLC BOARD AUDIT COMMITTEE CHARTER 1. PURPOSE OF THE CHARTER This Charter sets out the authority, role, responsibilities, composition and meeting procedures of the CYBG PLC (the Company) Board Audit
More informationSOFTCAT PLC. (the "Company") TERMS OF REFERENCE OF THE AUDIT COMMITTEE. Vin Murria Peter Ventress
SOFTCAT PLC (the "Company") TERMS OF REFERENCE OF THE AUDIT COMMITTEE Chairman: Members: Attendees: Frequency of Meetings: Lee Ginsberg Vin Murria Peter Ventress Brian Wallace At least three meetings per
More informationLondon Stock Exchange Group plc ("the Company") Audit Committee Terms of Reference
London Stock Exchange Group plc ("the Company") Audit Committee Terms of Reference 1. Membership 1.1 Members of the committee shall be appointed by the board on the recommendation of the nomination committee
More informationTerms of Reference. Audit Committee
Terms of Reference Audit Committee 1. Purpose 1.1. The purpose of the Committee is to ensure, and provide assurance to the Board that The Exeter s systems of control are appropriate in respect of the type
More informationSTANDARD CHARTERED PLC (the Company ) AUDIT COMMITTEE TERMS OF REFERENCE. The Board of Standard Chartered PLC (the Board ).
STANDARD CHARTERED PLC (the Company ) AUDIT COMMITTEE TERMS OF REFERENCE APPOINTED BY: MEMBERS: CHAIRMAN: ATTENDANCE: The Board of Standard Chartered PLC (the Board ). The Audit Committee (the Committee
More informationWITAN INVESTMENT TRUST PLC ( Witan or the Company ) Audit Committee WITAN INVESTMENT SERVICES LIMITED ( WIS ) Risk Committee Together the Committees
WITAN INVESTMENT TRUST PLC ( Witan or the Company ) Audit Committee WITAN INVESTMENT SERVICES LIMITED ( WIS ) Risk Committee Together the Committees Terms of reference of the Committees approved by the
More informationTerms of Reference. Audit Committee
Overview Members The (the Committee ) is the delegated committee of the (the Board ) of (the Company ) responsible for determining the application of financial reporting, risk management and internal control
More informationAudit Committee Terms of Reference
Adopted by resolution of the Board on 8 th July 2010 FLYBE GROUP LIMITED (renamed Flybe Group plc on 7 th December 2010) Audit Committee Terms of Reference FLYBE GROUP LIMITED (renamed Flybe Group plc
More informationAUDIT COMMITTEE TERMS OF REFERENCE
AUDIT COMMITTEE TERMS OF REFERENCE September 2018 RAVENSCROFT HOLDINGS LIMITED (the "Company") AUDIT COMMITTEE - TERMS OF REFERENCE CONSTITUTION 1. The current members of the Audit Committee for the time
More informationAtlantica Yield plc. Terms of Reference Audit Committee. (May 2016) Members of the Committee shall be appointed by the Board.
Atlantica Yield plc Terms of Reference Audit Committee (May 2016) References to the Committee shall mean the Audit Committee. References to the Board shall mean the Board of Directors. References to the
More information1.1 Membership of the Committee shall be determined in accordance with Article of the Articles of Association
BRITISH EQUESTRIAN FEDERATION AUDIT COMMITTEE TERMS OF REFERENCE Introduction The BEF Articles of Association provide that There shall at all times be an audit committee and a remuneration committee, each
More informationSABRE INSURANCE GROUP PLC AUDIT AND RISK COMMITTEE TERMS OF REFERENCE
SABRE INSURANCE GROUP PLC AUDIT AND RISK COMMITTEE TERMS OF REFERENCE These terms of reference were adopted by the Audit and Risk Committee on 9 November 2017 and approved by the board of directors of
More informationJardine Lloyd Thompson Group plc. Audit & Risk Committee Terms of Reference (Updated 3 October 2017)
Jardine Lloyd Thompson Group plc Audit & Risk Committee Terms of Reference (Updated 3 October 2017) 1. Membership 1.1 Members of the Committee shall be appointed by the Board in consultation with the Chairman
More informationCorporate Compliance and Responsibility Committee - Terms of Reference
Appendix 9 Corporate Compliance and Responsibility Committee - Terms of Reference 1. Membership 1.1 Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination Committee
More informationDirect Line Insurance Group plc (the Company ) Audit Committee (the Committee ) Terms of Reference
Direct Line Insurance Group plc (the Company ) Audit Committee (the Committee ) Terms of Reference Chair An independent Non-Executive Director. In the absence of the Chair of the Committee, the remaining
More informationA5 KELDA HOLDINGS LTD AUDIT COMMITTEE TERMS OF REFERENCE
A5 KELDA HOLDINGS LTD AUDIT COMMITTEE TERMS OF REFERENCE DUTIES The duties of the Committee shall be to: Annual Report and Financial Statements - monitor the integrity of the financial statements of the
More informationAudit and Risk Committee: Terms of Reference
Audit and Risk Committee: Terms of Reference 6 December 2017 Contents Audit and Risk Committee: Terms of Reference... 3 1.0 About the Committee... 3 1.1 Composition of the Committee... 3 1.2 Secretary...
More informationTESCO PLC BOARD AUDIT COMMITTEE TERMS OF REFERENCE
TESCO PLC BOARD AUDIT COMMITTEE TERMS OF REFERENCE The Audit Committee (the Committee) is a committee of the Board of Directors of Tesco PLC (the Board), from which it derives its authority and to which
More informationLEGAL & GENERAL GROUP PLC
LEGAL & GENERAL GROUP PLC Audit Committee Terms of Reference 1. Constitution of the Committee 1.1. The Board of Directors resolved to appoint an Audit Committee (the Committee ), which is a committee of
More informationCentrica plc (the Company) Audit Committee (the Committee) - Terms of Reference
Centrica plc (the Company) Audit Committee (the Committee) - Terms of Reference Membership and constitution Membership Chairman Secretary Quorum Attendees Frequency of meetings Notice of meetings At least
More information