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