7.1  The Committee shall provide an independent overview of the Company and the Group’s systems of internal control, risk management and financial reporting processes through the co-ordination and supervision of the quality, independence and effectiveness of the internal and external auditors and reviewing the Company’s financial reporting.

7.2  The Committee is entitled to sufficient resources from the Company to undertake its duties.

7.3  Internal Controls and Risk Management

7.3.1  The Committee shall review the Company and the Group’s internal financial controls, receive and review reports from the internal auditors on the Company’s internal controls, and satisfy itself that that appropriate actions have been or are to be taken.

7.4  Internal Audit

7.4.1  No appointment or termination of the appointment of the Head of Internal Audit may be made without the Committee’s prior approval.

7.4.2  The Head of Internal Audit shall have the right of direct access to the Chairman of the Committee.

7.4.3  The Committee shall ensure that the internal audit function has the necessary resources and access to information to enable it to fulfil its mandate and that it is equipped to perform in accordance with appropriate professional standards for internal auditors.

7.4.4  The Committee shall monitor and review the work of the internal audit function, management’s responsiveness to the internal auditor’s findings and recommendations and the role and effectiveness of the internal audit function in the overall context of the Company and the Group’s risk management system.

7.5  External Audit

7.5.1  The Committee shall be responsible for overseeing the Company’s relations with the external auditor.

7.5.2  The Committee shall consider and make recommendations to the Board as regards the appointment, re-appointment and removal of the Company’s external auditors.

7.5.3  In the event that the Committee recommends the selection of possible new appointees as external auditors, it shall oversee the selection process.

7.5.4  The Committee is responsible, prior to the start of each audit, for reviewing the scope of the audit, and approving the terms of engagement and the fee to be paid to the external auditors in respect of audit services to be provided.

7.5.5  The Committee shall review and monitor the independence and objectivity of the Company’s external auditors, review and monitor the effectiveness of the audit process, review the findings of the audit, report to the Board any matters in respect of which the Committee considers that action or improvement is needed and make recommendations as to any steps to be taken.

7.6  Financial Reporting

7.6.1  The Committee shall review the Company and the Group’s financial statements, interim reports, preliminary announcements, trading updates and related formal statements requiring Board approval taking into account:-

7.6.1.1  whether the Company has adopted appropriate accounting policies and applied them consistently;

7.6.1.2  the appropriateness of any significant estimates and judgements;

7.6.1.3  the clarity of disclosures and whether they are set properly in context;

7.6.1.4  any significant adjustments resulting from the audit;

7.6.1.5  the going concern assumption;

7.6.1.6  compliance with accounting standards; and

7.6.1.7  compliance with stock exchange UK Listing Authority Listing Rules and other legal requirements.

7.7  Reporting Responsibilities

7.7.1  The Committee Chairman shall report to the Board on the work it has carried out, together with its findings, on a regular and timely basis, identifying any matters in respect of which it considers that action or improvement is needed and make recommendations as to the steps to be taken.

7.7.2  The Committee shall compile a report to shareholders describing its work in discharging its responsibilities to be included in the Company’s Annual Report and Accounts.

7.8  Other Matters

7.8.1  The Committee shall from time to time review the Company and the Group’s procedures for handling allegations from whistleblowers.

7.8.2  The Committee shall, on a regular basis, review its terms of reference and recommend any necessary changes to the Board.

7.8.3  The Committee shall review any proposed changes to accounting policies and practices.

7.8.4  The Chairman of the Committee shall be available to any member of the senior management to discuss any matters of concern, in relation to financial reporting matters, internal controls or compliance with the Group’s legal and regulatory obligations.

7.8.5  Advising the Board each year, as part of the budget and plan process, of the resources that the Committee and the internal audit function will require to undertake their duties.

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