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a summary of the findings of the penrose inquiry into ... - HM Treasury

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an explanation from <strong>the</strong> directors <strong>of</strong> <strong>the</strong>ir responsibility for preparing <strong>the</strong><br />

accounts and a statement by <strong>the</strong> auditors about <strong>the</strong>ir reporting responsibilities<br />

(C.1.1);<br />

a statement from <strong>the</strong> directors that <strong>the</strong> business is a going concern, with<br />

supporting assumptions or qualifications as necessary (C.1.2);<br />

a report that <strong>the</strong> board has conducted a review <strong>of</strong> <strong>the</strong> effectiveness <strong>of</strong> <strong>the</strong><br />

group's system <strong>of</strong> internal controls (C.2.1);<br />

a separate section describing <strong>the</strong> work <strong>of</strong> <strong>the</strong> audit committee in discharging<br />

its responsibilities (C.3.3);<br />

where <strong>the</strong>re is no internal audit function, <strong>the</strong> reasons for <strong>the</strong> absence <strong>of</strong> such a<br />

function (C.3.5);<br />

where <strong>the</strong> board does not accept <strong>the</strong>. audit committee's recommendation on<br />

<strong>the</strong> appointment, reappointment or removal <strong>of</strong> an external auditor, a statement<br />

from <strong>the</strong> audit committee explaining <strong>the</strong> recommendation and <strong>the</strong> reasons why<br />

<strong>the</strong> board has taken a different position (C.3.6); and<br />

an explanation <strong>of</strong> how, if <strong>the</strong> auditor provides non-audit services, auditor<br />

objectivity and independence is safeguarded (C.3.7).<br />

The following information should be made available (which may be met by making<br />

it available on request and placing <strong>the</strong> information available on <strong>the</strong> company's<br />

website):<br />

<strong>the</strong> terms <strong>of</strong> reference <strong>of</strong> <strong>the</strong> nomination, remuneration and audit committees,<br />

explaining <strong>the</strong>ir role and <strong>the</strong> authority delegated to <strong>the</strong>m by <strong>the</strong> board (A.4.1,<br />

B.2.1 and C.3.3);<br />

<strong>the</strong> terms and conditions <strong>of</strong> appointment <strong>of</strong> non-executive directors (A.4.4)<br />

(see footnote 10 on page 9); and<br />

where remuneration consultants are appointed, a statement <strong>of</strong> whe<strong>the</strong>r <strong>the</strong>y<br />

have any o<strong>the</strong>r connection with <strong>the</strong> company (B.2.1).<br />

The board should set out to shareholders in <strong>the</strong> papers accompanying a resolution<br />

to elector re-elect:<br />

sufficient biographical details to enable shareholders to take an informed<br />

decision on <strong>the</strong>ir election or re-election (A.7.1).

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