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Dave Forsey Chief Executive 19 July 2012 - Sports Direct International

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Audit Committee<br />

Attendance at meetings of Committees is set out on the previous<br />

page.<br />

<strong>Direct</strong>ors who served on the Committee during the Year were:<br />

Simon Bentley (Chairman)<br />

<strong>Dave</strong> Singleton<br />

Charles McCreevy<br />

Claire Jenkins 25 May 2011<br />

Simon Bentley, the Chairman of the Audit Committee, is a<br />

Chartered Accountant, and has relevant financial experience and<br />

is supported by the rest of the Committee. All of the members of<br />

the Committee are considered independent.<br />

In addition to the Committee members, the external auditors<br />

attend meetings of the Committee, other than when their<br />

appointment is being reviewed. The Group Finance <strong>Direct</strong>or also<br />

attends when required. The Committee meets the auditors in the<br />

absence of <strong>Executive</strong> management at least twice a year and the<br />

Chairman of the Audit Committee meets with the auditors as and<br />

when it is needed.<br />

The Committee met on three occasions during the Year. The Audit<br />

Committee will meet not less than three times a year: this could be<br />

increased depending on the Group’s requirements.<br />

The Committee’s programme is pre-planned to ensure that each<br />

aspect of its responsibilities is discharged as part of an annual cycle<br />

during the Company’s financial year.<br />

Main responsibilities of the Audit Committee are:<br />

• Assisting the Board with the discharge of its responsibilities in<br />

relation to internal and external audits and controls.<br />

• Agreeing the scope of the annual audit and the annual audit<br />

plan and monitoring the same.<br />

• Reviewing and monitoring the independence of the external<br />

auditors and relationships with them and in particular agreeing<br />

and monitoring the extent of the non-audit work that may<br />

be undertaken.<br />

• Monitoring, making judgements and recommendations on the<br />

financial reporting process and the integrity and clarity of the<br />

Group’s financial statements.<br />

• Reviewing and monitoring the effectiveness of the internal<br />

control and risk management policies and systems in place.<br />

• Monitoring the audit of the annual and consolidated accounts.<br />

What has the Committee done during the year?<br />

• Monitored the effectiveness of internal controls, and also<br />

considered the current economic climate and its likely impact<br />

on the Group.<br />

• Considered the reappointment of the auditors.<br />

• Reviewed accounting policies and the financial statements.<br />

• Approved policy for non-audit work.<br />

On an annual basis, the Audit Committee considers the<br />

reappointment of the auditors and their remuneration and makes<br />

recommendations to the Board. The auditors are appointed each<br />

year at the Annual General Meeting. The Committee considers the<br />

level of service provided by the auditors and their independence.<br />

The external auditors are required to rotate audit partners for the<br />

Group audit every five years and the current lead partner has been<br />

in place for three years.<br />

The Committee has approved a policy on the engagement of<br />

the external auditors for non-audit work, in order to ensure that<br />

the objectivity of the auditor’s opinion on the Group’s financial<br />

statements is not or may not be seen to be impaired, and has<br />

established a process to monitor compliance.<br />

The policy identified three categories of potential work.<br />

Auditor Authority Type of Work<br />

Work the auditor may not<br />

provide as completing the<br />

task could create a threat to<br />

independence.<br />

Work the auditor may<br />

undertake with the consent<br />

of the Chairman of the Audit<br />

Committee.<br />

Work the auditor may<br />

undertake<br />

The work includes the<br />

preparation of accounting<br />

entries or financial statements,<br />

IT systems design and<br />

implementation, management<br />

of projects and tax planning<br />

where the outcome would<br />

have a material impact on the<br />

financial statements or where<br />

the outcome is dependent<br />

upon accounting treatment.<br />

Corporate Finance services,<br />

acquisition due diligence,<br />

management consultancy<br />

and secondment of staff other<br />

than for the preparation of<br />

accounting entries or financial<br />

statements.<br />

53<br />

There are services that the<br />

auditors may provide as the<br />

work is clearly audit related<br />

and there is no potential threat<br />

to independence, including<br />

regulatory reporting and acting<br />

as reporting accountants.<br />

The Company is satisfied<br />

that its policy falls within the<br />

requirements of the Auditing<br />

Practices Board.

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