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Download full Annual Report and Accounts - Kingfisher

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54<br />

The Audit Committee is appointed by the Board from the non-executive<br />

directors of the Company. The terms of reference are regularly reviewed<br />

by the Audit Committee <strong>and</strong> are then referred to the Board for approval.<br />

These are available at www.kingfi sher.com.<br />

During the year, the Chairman of the Committee was Phil Bentley.<br />

Full details of Committee membership is set out on page 38. Details of<br />

the qualifi cations of Committee members, the number <strong>and</strong> attendance<br />

of Committee meetings are set on pages 29 <strong>and</strong> 36 respectively.<br />

All members of the Committee receive appropriate induction, which is<br />

in addition to the induction which all new directors receive. The induction<br />

programme covers an overview of the business, its fi nancial dynamics<br />

<strong>and</strong> risks. New Committee members also obtain access to its operations<br />

<strong>and</strong> staff, <strong>and</strong> all members of the Committee may undertake ongoing<br />

training as required.<br />

The Audit Committee has an agenda linked to events in the Group’s<br />

fi nancial calendar. At the invitation of the Committee, the Chairman of<br />

the Board <strong>and</strong> the Group Chief Executive regularly attended meetings,<br />

as did the Group Finance Director, Audit <strong>and</strong> Risk Management Director,<br />

Group Financial Controller <strong>and</strong> the external auditors. Private meetings<br />

were also held with the external <strong>and</strong> internal auditors at which<br />

management were not present.<br />

A summary of the role of the Audit Committee is set out on page 38.<br />

During the year ended 30 January 2010, the Committee:<br />

– agreed the terms, areas of responsibility <strong>and</strong> scope of the audit work<br />

to be undertaken by the external auditors <strong>and</strong> agreed a programme<br />

of work for the Company’s Internal Audit function;<br />

– considered the Internal Audit function’s reports on the effectiveness<br />

of internal controls, signifi cant frauds <strong>and</strong> any fraud that involved<br />

management or employees with a signifi cant role in internal controls;<br />

– monitored progress on the programme announced during 2008/09<br />

to st<strong>and</strong>ardise <strong>and</strong> improve control processes in a number of<br />

key areas including the B&Q China business unit <strong>and</strong> IT systems;<br />

–<br />

–<br />

–<br />

Audit Committee report<br />

received reports from the external auditors on their fi ndings including<br />

any control observations relevant to their audit work;<br />

reviewed the annual <strong>and</strong> interim fi nancial statements, together with<br />

the reports received from the external auditors on their audits;<br />

considered regular reports on the output from the Group-wide<br />

process used to identify, evaluate <strong>and</strong> mitigate risks;<br />

Kingfi sher plc<br />

<strong>Annual</strong> <strong>Report</strong><br />

<strong>and</strong> <strong>Accounts</strong><br />

2009/10<br />

– reviewed <strong>and</strong> approved the scope of non-audit services provided by<br />

the auditors to ensure that there was no impairment of independence<br />

<strong>and</strong> objectivity, <strong>and</strong> subsequently monitored the non-audit work<br />

performed to ensure it was within policy guidelines;<br />

–<br />

–<br />

received presentations from the senior management of all operating<br />

companies <strong>and</strong> certain key Group functions;<br />

undertook the annual review of the Committee’s effectiveness;<br />

– reviewed <strong>and</strong> updated the policy <strong>and</strong> process enabling employees<br />

within the Group to make confi dential disclosures about suspected<br />

fi nancial <strong>and</strong> operational improprieties;<br />

<strong>and</strong> in particular the Committee:<br />

– reviewed the services of the external auditor,<br />

PricewaterhouseCoopers LLP, <strong>and</strong> following a tender process,<br />

recommended the appointment of Deloitte LLP to serve as the<br />

Company’s auditor. The review included an assessment of the<br />

qualifi cations, expertise <strong>and</strong> resources of the external auditors.<br />

As a result of its work during the year, the Audit Committee has<br />

concluded that it has acted in accordance with its terms of reference<br />

<strong>and</strong> has ensured the independence <strong>and</strong> objectivity of the external<br />

auditors.<br />

After seven years on the Board, Phil Bentley retired as a non-executive<br />

director on 17 March 2010 <strong>and</strong> the Committee thanks Phil for his<br />

invaluable contribution over these years. Andrew Bonfi eld, who joined<br />

the Board as a non-executive director on 11 February 2010 has<br />

succeeded Phil Bentley as Chairman of the Committee. Both Phil<br />

Bentley <strong>and</strong> Andrew Bonfi eld are chartered accountants <strong>and</strong> have<br />

recent <strong>and</strong> relevant fi nancial experience.<br />

The Chairman of the Audit Committee will be available at the<br />

<strong>Annual</strong> General Meeting to answer any questions about the work<br />

of the Committee.<br />

For <strong>and</strong> on behalf of the Audit Committee<br />

Phil Bentley<br />

Chairman of the Audit Committee<br />

24 March 2010

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