Audit and Risk Management Committee

The Audit and Risk Management Committee must comprise at least three Non Executive Members, of which two must be Independent Directors. The Board shall elect the Members and the Chairman of the Audit and Risk Management Committee.

The Council's Recommendation 4.3 requires an audit committee to consist only of Non Executive Directors.

The Audit and Risk Management Commitee consists of two Independent Directors and a Non Executive Director.

The function of the Audit and Risk Management Committee is to:

1. ensure compliance with statutory reporting responsibilities
2. liaise with, assess the quality and review the scope of work of the external auditors
3. enable the auditors to communicate any concerns to the Board
4. advise the Board on the appointment of the external auditors and the results of their work
5. assess the adequacy of accounting, financial and operating controls
6. assess the effectiveness of the management of business risk and reliability of management reporting
7. report to the Board any significant deficiencies identified above

The Board, through the Audit and Risk Management Committee (in accordance with its Charter) annually reviews the performance of the external auditor focussing particularly on:

• quality of the audit
• quality of the service provided
• independence

Should a change in auditor be considered necessary, the Board will recommend a change in auditor to be approved by shareholders in a General Meeting.