| Role of the
Audit Committee |
|
| The Audit Committee (the ‘Committee’) is responsible
for making recommendations on the appointment of external auditors,
the level of the audit fee and for ensuring their independence.
The Committee reviews proposed results publications and the effectiveness
of internal controls. |
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|
| Audit Committee
membership and meetings |
|
| The Audit Committee is chaired by Eurfyl
ap Gwilym. Other members of the committee are Digby
Jones and Geoff White.
All members of the Committee are independent non-executive directors.
Other directors are invited to Audit Committee meetings as appropriate. |
|
| The Committee met twice during the year with the Group Finance
Director and the external auditors. In addition, the Committee
also met with the external auditors without the executive directors
being present. The three members of the Committee attended all
the meetings held during the year. Details of the remuneration
of the members of the Committee are set out in the Remuneration Report. |
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|
| Financial
statements, internal financial controls and risk management
systems |
|
| The Committee meets to review the Group’s annual and
interim financial
statements, internal management arrangements, accounting policies
and internal financial controls. The external auditors attended
all meetings and have had direct access to the Committee throughout
the year. |
|
| The Board commissioned a review of the risk management processes
in place during the year. The review was conducted by RSM Robson
Rhodes LLP and conclusions were reported directly to the Audit
Committee. The findings of the review are summarised in the Corporate
Governance Report included within this annual report. |
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| External auditors
|
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| The Audit Committee also reviews annually the performance of
the Group’s external auditors to ensure that an objective,
professional and cost-effective relationship is maintained. The
Audit Committee is also responsible for monitoring non-audit fees
paid to the external auditors to ensure that no conflicts of interest
arise. |
|
| The Committee has reviewed the non-audit fees paid to the external
auditors and has deemed that in the year ended 30 April 2003 they
do not affect independence. The Audit Committee is informed of
all material non-audit work commissioned from the external auditors
in advance of such work being undertaken. |
|
|
| Internal audit
function |
|
| The Committee is responsible for considering the need for an
internal audit function on an annual basis. |
|
| The Audit Committee was pleased to see the Group receive the
ISO 9001:2000 quality accreditation in the year. Compliance with
quality processes is overseen by the quality audit team. |
|
| At this stage in the Company’s development, the Audit
Committee is satisfied that a separate, independent internal financial
audit function is not required. This decision will be reviewed
on a continuing basis as the size and complexity of the Group
changes. |
|
|
Eurfyl
ap Gwilym
Chairman of the Audit Committee |
|
