Our business

Audit committee

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.

Membership

Patrick Flynn (Chair) (appointed 16 July 2019)1
Patricia Cross (appointed 01 December 2013)
Belén Romana García (appointed 05 July 2019)

Chair from 6 November 2019

Membership and Attendance in 2019

Member Number of meetings attended Percentage attendance*

Patrick Flynn

4

100%

George Culmer

2

100%

Glyn Barker** 

6

86%

Patricia Cross 

7

100%

Belen Romana Garcia

4

80%

Michael Hawker ***

3

100%

Keith Williams

****

3

100%

* This shows the percentage of meetings which the committee member attended during the year whilst a member of the committee.

** Glyn Barker missed a meeting due to prior engagements

*** 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 Patricia Cross, Belen Romana Garcia, Patrick Flynn and George Culmer each met the requirements to be an audit committee financial expert in 2019. In addition, the Board is satisfied that Belen Romana Garcia, Patrick Flynn and George Culmer 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.

Read the full terms of reference (PDF 58 KB) for our Audit Committee.

Activities during 2019

A summary of the committee’s activities during 2019 is shown below, full details can be found in the committee’s report in the 2019 Annual Report and Accounts.

  • Recommended to the Board for approval the 2019 half and full year financial statements
  • Approved the IFRS and SII technical provisions with the 2019 half and full year financial statements
  • Recommended to the Board for approval the SII Solvency and Financial Condition Report
  • Reviewed the effectiveness of the Auditor and was satisfied that the services it provided remained effective, objective and fit for purpose
  • Reviewed the Auditor’s compliance with the independence criteria set out in the Code
  • Monitored compliance with our External Auditor Business Standard on a quarterly basis
  • Reviewed reports from the Chief Audit Officer (CAO)
  • Recommended to the Board the appointment of a new CAO during the year
  • Reviewed and approved changes to our Internal Audit Charter and Business Standard
  • Received quarterly updates on the effectiveness of our ORCM FRCF framework and rectification of controls
  • Reviewed management’s assessment of the effectiveness of the risk management and control environment