Assisting the Board in discharging its responsibilities for monitoring the integrity of the Group’s financial statements.
The principal purpose of the committee is to assist the Board in discharging its responsibilities for monitoring the integrity of the Group’s financial statements. In addition, we review the adequacy and effectiveness of the Group’s systems of internal control and monitor the effectiveness, performance and objectivity of the internal and external auditors.
The committee comprises independent Non-Executive Directors only and meets at least five times each year.
Patrick Flynn (Chair) (appointed 16 July 2019)1
Glyn Barker (appointed 08 August 2012)
Patricia Cross (appointed 01 December 2013)
Belén Romana García (appointed 05 July 2019)
George Culmer (appointed 25 September 2019)
1 Chair from 6 November 2019
Membership and Attendance in 2018
|Member||Number of meetings attended||Percentage attendance*|
|Patricia Cross **||6||86%|
|Michael Hawker ***||7||100%|
* This shows the percentage of meetings which the committee member attended during the year whilst a member of the committee.
** Patricia Cross was unable to attend the Audit Committee meeting on 8 May 2018 due to medical reasons.
*** Michael Hawker retired from the Committee with effect from 31 March 2019.
**** Keith Williams retired from the Committee with effect 23 May 2019.
The following officers normally attend, by invitation, all meetings of the committee:
- Group chairman
- Group chief executive officer
- Chief financial officer
- Chief audit officer
- Chief accounting officer
- Representatives of external auditor.
Other members of senior management are also invited to attend as appropriate, to present reports.
The Board is satisfied that Keith Williams, Glyn Barker, Michael Hawker and Patricia Cross each met the requirements to be an audit committee financial expert in 2018. In addition, the Board is satisfied that Keith Williams had recent and relevant financial experience in accordance with the Code and satisfied the requirements for competence in accounting and/or auditing under the Disclosure and Transparency Rules.
Committee role and responsibilities
The committee acts independently of management, to ensure that the interests of shareholders are properly protected in relation to the financial reporting and the effectiveness of the Group’s systems of internal control. The main responsibilities of the committee are to assist the Board in discharging its responsibilities for monitoring the:
- integrity of the Company’s financial statements;
- adequacy and effectiveness of our systems of internal control including whistleblowing provisions; and,
- effectiveness, performance and objectivity of our internal and external auditors.
In performing its duties, the committee has access to the services of the Chief Audit Officer, the Group Company Secretary, senior financial management and external professional advisers.
Activities during 2018
A summary of the committee’s activities during 2018 is shown below, full details can be found in the committee’s report in the 2018 Annual Report and Accounts.
- Recommended to the Board for approval the 2018 half and full year results
- Approved the IFRS and Solvency II technical provisions with the 2018 half and full year results
- Recommended to the Board for approval the SII Solvency and Financial Condition Report
- Reviewed and challenged the reserve positions relating to our UK Life and GI operations
- Reviewed and challenged the treatment and recoverability of goodwill and other intangible assets
- Monitored and prepared for the changes in the Ogden rate
- Reviewed the External Auditor’s compliance with the independence criteria set out in the Code
- Monitored compliance with our External Auditor Business Standard on a quarterly basis
- Refreshed our External Auditor Business Standard to reflect new regulatory requirements
- Held private meetings with the External Auditor without management present to provide an appropriate forum for issues to be raised
- Reviewed and approved changes to our Internal Audit Charter and Business Standard
- Reviewed and approved our Internal Audit Plan
- Received quarterly updates on the effectiveness of our FRCF framework and rectification of controls
- Reviewed management’s assessment of the effectiveness of our risk management and control environment.
- Ensured an appropriate whistleblowing framework was in place.