Directors' Report: Governance - British American Tobacco

Accountability and audit
Audit Committee
CURRENT MEMBERS
Robert Lerwill (Chairman)
Christine Morin-Postel
Anthony Ruys
Sir Nicholas Scheele
Attendance at meetings in 2009
Meetings
Meetings
eligible
Name attended to attend
Robert Lerwill 5 5
Christine Morin-Postel 5 5
Anthony Ruys 5 5
Sir Nicholas Scheele 4 5
The Chief Operating Officer and the Finance Director attend meetings
of the Committee by invitation but are not members. The Committee’s
meetings are also attended by the Head of Audit and Business Risk,
the General Counsel to the Company and a representative of the
external auditors.
As a matter of best practice, the Committee meets alone with the
external auditors at the end of every meeting.
CORPORATE GOVERNANCE
STATEMENT CONTINUED
Summary terms of reference
The Audit Committee is responsible for:
■ monitoring the integrity of the Company’s financial statements
and any formal announcements relating to the Company’s
performance, reviewing significant financial reporting judgments
contained in them before their submission to the Board for
approval;
■ keeping under review the consistency of the accounting policies
applied across the Group;
■ reviewing the effectiveness of the accounting, internal control
and business risk systems of the Company and its subsidiaries;
■ reviewing and, when appropriate, making recommendations to
the Board on business risks, internal controls and compliance;
■ monitoring compliance with the Company’s Standards of
Business Conduct;
■ monitoring and reviewing the effectiveness of the Company’s
internal audit function; and
■ monitoring and reviewing the performance of the Company’s
external auditors, making recommendations as to their
reappointment (or, where appropriate, making recommendations
for change), and approving their terms of engagement and the
level of audit fees payable to them.
The Committee’s terms of reference were reviewed and updated
in March 2009. The full terms of reference are available from the
Company Secretary and on www.bat.com.
The Audit Committee is authorised by the Board to review any
activity within the business. It is authorised to seek any information
it requires from, and require the attendance at any of its meetings
of, any Director or member of management, and all employees are
expected to cooperate with any request made by the Committee. The
Committee is authorised by the Board to obtain, at the Company’s
expense, outside legal or other independent professional advice and
secure the attendance of outsiders with relevant experience and
expertise if it considers this necessary.
The Chairman of the Committee reports to the subsequent meeting
of the Board on the Committee’s work and the Board receives a
copy of the minutes of each meeting. The papers considered by the
Committee are available to any Director who is not a member, should
they wish to receive them.
70 British American Tobacco Annual Report 2009 Directors’ report: Governance