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Governance<br />

We have since assessed the output of the<br />

<strong>annual</strong> review undertaken at the close of the<br />

<strong>2014</strong> year-end audit. This review was based<br />

on a Group-wide evaluation at management<br />

and functional level, and covered areas<br />

such as:<br />

– understanding of the Group’s risks and<br />

opportunities to facilitate the development<br />

of an appropriate audit plan;<br />

– the robustness of audit processes;<br />

– objectivity;<br />

– quality of communications; and<br />

– ability to provide a seamless service<br />

across differing jurisdictions.<br />

We provided feedback to the Auditors from<br />

the evaluation and will assess how the<br />

related actions have been incorporated into<br />

the 2015 audit plan when the latter has<br />

been formulated.<br />

On the basis of the reviews undertaken in<br />

<strong>2014</strong>, and the review following the <strong>2014</strong><br />

year-end audit, the Committee proposed to<br />

the Board that it recommend that shareholders<br />

support the re-appointment of KPMG LLP at<br />

the 2015 Annual General Meeting.<br />

Internal Audit<br />

Internal Audit plays an important role in<br />

assessing the effectiveness of internal<br />

controls by a programme of reviews based<br />

on a continuing assessment of business<br />

risk across the Group.<br />

The <strong>annual</strong> internal audit programme is<br />

agreed jointly by the Audit and Corporate<br />

Responsibility committees to ensure that<br />

the over-arching internal audit programme<br />

includes the assessment of the<br />

effectiveness of policies and processes<br />

relating to key areas of ethical and<br />

reputational risk, as well as financial risk.<br />

The Committee considered the output from<br />

the <strong>2014</strong> <strong>annual</strong> internal audit programme<br />

of assurance work on a six-monthly basis.<br />

Over the past year, the Committee has<br />

benefited from interactive sessions with<br />

the respective heads of Internal Audit for<br />

the UK businesses, the US businesses<br />

and the international businesses. This has<br />

complemented the regular <strong>report</strong>ing we<br />

receive from, and private meetings we have<br />

with, the Internal Audit Director. As part of<br />

the <strong>annual</strong> evaluation of the Internal Audit<br />

function that the Committee oversees each<br />

year, we have discussed with the Internal<br />

Audit Director the level of skilling and<br />

resourcing required to deliver the 2015<br />

internal audit programme.<br />

Nick Rose<br />

Chairman of the Audit Committee<br />

AUDITOR INDEPENDENCE – NON-AUDIT SERVICES POLICY<br />

The Committee has a formal policy governing the engagement of the Auditors<br />

to provide non-audit services which we review on an <strong>annual</strong> basis. The Policy<br />

prohibits certain activities from being undertaken by the Auditors such as<br />

book-keeping and work relating to the preparation of accounting records and<br />

financial statements that will ultimately be subject to external audit; financial<br />

information system design and implementation; internal auditing; and any work<br />

where a mutuality of interest is created that could compromise the independence<br />

of the Auditors. The Policy also places restrictions on the employment of<br />

former employees of the Auditors.<br />

Recognising that the Auditors are best placed to undertake certain work of<br />

a non-audit nature, the Policy permits the provision of Audit-Related Services<br />

and Permitted Non-Audit Services up to limits that are pre-approved by the<br />

Committee, with specific approvals required beyond such limits by the<br />

Committee. A copy of the policy is available on the Company’s website.<br />

Details of fees payable to the Auditors are set out on page 111. In <strong>2014</strong>,<br />

non-audit fees represented 30% of the audit fee. The principal non-audit<br />

services provided by the Auditors related to tax compliance and advisory<br />

services, the interim review and equity advisory services.<br />

OTHER KEY AREAS OF WORK UNDERTAKEN BY THE COMMITTEE IN <strong>2014</strong><br />

During the year, the Committee has:<br />

reviewed and challenged the external audit plan to gauge whether it was<br />

appropriately focused;<br />

considered the accounting, financial control and audit issues <strong>report</strong>ed by<br />

the Auditors that flowed from the audit work;<br />

reviewed the confirmation and information received from KPMG on the<br />

arrangements that it has in place to safeguard its independence and<br />

objectivity;<br />

reviewed and agreed the audit fee;<br />

reviewed and discussed on a quarterly basis the nature and level of non-audit<br />

fees, and undertaken an <strong>annual</strong> review of the Non-Audit Services Policy which<br />

we concluded was still appropriate (see above);<br />

reviewed the effectiveness of the Company’s helpline procedures in respect<br />

of the <strong>report</strong>ing of possible accounting, financial control or other financial<br />

irregularities, which form part of our wider Ethics Helpline procedures, and<br />

concluded that the procedures continue to work effectively;<br />

reviewed on a twice-yearly basis the procedures for the identification,<br />

assessment and <strong>report</strong>ing of risk; and<br />

considered corporate governance and accounting developments.<br />

STRATEGIC REPORT GOVERNANCE<br />

FINANCIAL STATEMENTS<br />

<strong>BAE</strong> Systems<br />

Annual Report <strong>2014</strong><br />

63

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