The Audit Committee

• xxx, Chairman of the Committee, Independent Non-Executive Director

• xxx, Senior Independent Non-Executive Director

• xxx, Independent Non-Executive Director

All of the Committee members are Independent Non-Executive Directors and have no personal or financial interests, other than as shareholders, in the matters considered by the Committee.

The Committee is responsible for ensuring that the Company maintains a strong control environment.  It provides effective governance over the Company’s financial reporting, including oversight and review of the systems of internal control and risk management and the performance of internal and external audit functions.

The Committee’s formal terms of reference, which are reviewed and approved annually, set out its duties delegated by the Board. These are available here:

Neither the Executive Directors nor the Chairman attend meetings other than by invitation by the Committee.  The Committee invites the external auditor to attend certain meetings.

The Committee is authorised by the Board to obtain external professional advice at the Company’s expense in order to perform its duties.

The Committee’s principal duties are to:

• make recommendations to the Board on the appointment, re-appointment or removal of the external auditor and the amount of its remuneration;

• discuss and agree the scope of the audit and review the auditor’s management letter and the Company’s response;

• review and agree the scope and work of the Company’s internal audit activities;

• review half-year and annual financial statements and formal announcements relating to financial performance;

• review the adequacy and effectiveness of the Company’s internal financial controls, and internal control and risk management systems;

• consider compliance with relevant laws and regulations;

• consider findings of internal investigations and management’s response;

• review the Committee’s terms of reference and recommend any proposed changes to the Board for approval.