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Enterprise Inns plc Annual Report and Accounts 2012

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Audit Committee <strong>Report</strong><br />

Appointment of external auditors during <strong>2012</strong><br />

The appointment of Ernst & Young LLP as the Group’s external auditors (incumbent since the Company started trading<br />

in 1991) was fully reviewed during the year under review <strong>and</strong> a full tender process was undertaken for audit <strong>and</strong><br />

taxation advisory services. As a result of this tender, the Committee determined that the appointment of Ernst &<br />

Young LLP for audit services <strong>and</strong> the appointment of KPMG LLP for the provision of taxation advisory services should<br />

be recommended to the Board. The Board made these appointments during the first half of the financial year <strong>and</strong> this<br />

was disclosed in the interim report.<br />

The Committee has assessed the performance <strong>and</strong> independence of the external auditors which underpins its<br />

recommendation to the Board to propose to shareholders the re-appointment of Ernst & Young LLP as auditors until<br />

the conclusion of the AGM in 2014. Full details are set out in the Notice of the AGM on pages 109 to 112.<br />

ROLE OF INTERNAL AUDIT<br />

Internal Audit has a Group-wide remit <strong>and</strong> is independent of its business operations. It undertakes an ongoing<br />

programme to provide assurance on the adequacy of internal control <strong>and</strong> risk management processes across the<br />

Group’s operations. It is responsible for reviewing <strong>and</strong> reporting on the effectiveness of internal controls <strong>and</strong> risk<br />

management systems with the Committee <strong>and</strong>, ultimately, the Board. The head of Internal Audit attends Committee<br />

meetings to present the findings of such reviews at regular intervals throughout the year <strong>and</strong> reports on Internal Audit’s<br />

performance against the agreed annual internal audit plan, such plan being agreed during the year by the Committee.<br />

EFFECTIVE INTERNAL CONTROL AND RISK MANAGEMENT<br />

The Board is responsible for the overall system of internal controls for the Group <strong>and</strong> for reviewing its effectiveness. It<br />

carries out such a review at least annually covering all material controls including financial, operational <strong>and</strong> compliance<br />

controls <strong>and</strong> risk management systems.<br />

The system of internal controls is designed to manage rather than eliminate the risk of failure to achieve business<br />

objectives <strong>and</strong> can only provide reasonable <strong>and</strong> not absolute assurance against material misstatement or loss.<br />

Operating policies <strong>and</strong> controls are in place, <strong>and</strong> have been in place throughout the year under review, <strong>and</strong> cover a<br />

wide range of issues including financial reporting, capital expenditure, information technology, business continuity<br />

<strong>and</strong> management of employees. Detailed policies ensure the accuracy <strong>and</strong> reliability of financial reporting <strong>and</strong> the<br />

preparation of financial statements. The key elements of the Group’s on-going processes for the provision of effective<br />

internal control <strong>and</strong> risk management systems, in place throughout the year <strong>and</strong> at the date of this <strong>Report</strong>, include:<br />

• regular Board meetings to consider matters reserved for directors’ consideration;<br />

• regular management reporting, providing a balanced assessment of key risks <strong>and</strong> controls;<br />

• an annual Board review of corporate strategy, including a review of material business risks <strong>and</strong> uncertainties facing<br />

the business;<br />

• established organisational structure with clearly defined lines of responsibility <strong>and</strong> levels of authority;<br />

• an internal audit function which implements the annual internal audit plan <strong>and</strong> provides independent assurance to<br />

executive management, the Committee <strong>and</strong> the Board on the effectiveness of internal controls <strong>and</strong> risk management;<br />

• documented policies <strong>and</strong> procedures;<br />

• regular review by the Board of financial budgets, forecasts <strong>and</strong> covenants with performance reported to the Board<br />

monthly;<br />

• a detailed investment process for major projects, including capital investment coupled with a post-investment<br />

appraisal analysis;<br />

• regular review by the Committee of financial <strong>and</strong> accounting controls; <strong>and</strong><br />

• senior management providing six-monthly assurance that controls <strong>and</strong> risk management processes in their business<br />

units have operated satisfactorily.<br />

Our Governance<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />

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