Investors

 

Audit Committee

The following is an extract from the Directors' Statement on Corporate Governance contained in the Annual Report for 2009. The current composition of the board and board committees can be found here.

During the year, the Audit Committee comprised Mr. Richard W. Jewson, who chairs the Committee, Ms. Gillian Bowler, Mr. Anthony E. Collins and Mr. Roderick Ryan. All members of the Committee are determined by the Board to be independent non-executive Directors. The Audit Committee met five times during the year.

The Board believes that Mr. Richard W. Jewson brings to the Committee recent and relevant financial experience. It will be seen from the Directors’ biographical details appearing on page 13 of the 2009 Annual Report that members of the Committee bring a wide range of financial, taxation, legal, commercial and business experience to the Committee.

Under its terms of reference, the Audit Committee monitors the integrity of the Group’s financial statements and announcements relating to the Group’s performance. The Committee is responsible for monitoring the effectiveness of the external audit process and making recommendations to the Board in relation to the appointment, reappointment and remuneration of the external auditor. It is responsible for ensuring that an appropriate relationship between the Group and the external auditor is maintained, including reviewing non-audit services and fees. A new Group Audit Partner is appointed every five years and senior audit staff are rotated. Non-audit tax and secretarial compliance services were provided by KPMG during 2009. The Committee believes that the provision of these services by KPMG does not conflict with its independence as auditor.

The Committee reviews the Group’s systems of internal control and the processes in place for monitoring and evaluating the risks facing the Group.

The Committee is satisfied that its role and authority include those matters envisaged by the 2008 FRC Combined Code to fall within its jurisdiction and the Board has delegated authority to the Committee to address those tasks for which it has responsibility. The Chairman of the Committee reports to the Board at each Board meeting.

The KPMG Audit Partner and the Finance Director normally attend Audit Committee meetings. The KPMG Tax Partners attend meetings at the request of the Committee. The Committee also meets in private session and with the external auditor without executive management present. The Committee’s terms of reference are available from the Company and are displayed on the Group’s website www.graftonplc.com.

In 2009, the Audit Committee discharged its responsibilities by:

  • Reviewing the Group’s draft Financial Statements and draft half-yearly results before recommending their approval to the Board. The Committee discussed with the Finance Director and KPMG any significant accounting policies, estimates and judgements that had been applied in preparing these reports and received their views in relation to these matters;
  • Reviewing the Group’s trading updates prior to release;
  • The Committee received reports prepared by the Group Internal Audit Manager which summarised the findings of internal audit reports prepared by the Group Internal Audit function. These reports covered the work undertaken, findings made, actions recommended and the response of executive management of the Group’s businesses to recommendations made. The Committee met with the Group Internal Audit Manager on two occasions during the year, and also without Executive management present;
  • Reviewing the External Auditor’s plan for the 2009 audit of the Group. This included an assessment of the scope of the audit work and key risk areas and confirmation of auditor independence;
  • Reviewing the External Auditor’s Management Letter on internal controls in the Group’s individual businesses prepared by KPMG as part of the Group’s audit process;
  • Reviewing risks associated with the business;
  • The Committee continued to monitor compliance with the Group’s Whistleblowing Policy ensuring that appropriate arrangements were maintained for employees to raise matters of possible impropriety in confidence with suitable follow up action.

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