Annual Report & Accounts 2013 - Pinewood Studios

28 Pinewood Shepperton plcAnnual Report & Accounts 2013Corporate governance continuedBoard CommitteesThe Board has established three committees – Audit, Nomination and Remuneration. The Chairman and membersof these committees are appointed by the Board, following consultation with the appropriate committee’s chairman.During the period 1 April 2012 until 19 July 2012, there was no Nomination Committee and the Board as a wholeconsidered the matters to be reviewed by that committee. The Company was therefore, for this period, not in compliancewith the requirements set out in B.2.1 of the UK Corporate Governance Code that there should be a NominationCommittee which should lead the process for Board appointments and make recommendations to the Board. As setout below, on 19 July 2012, the Board reinstated the Nomination Committee with Lord Grade as the Chairman andSteven Underwood as member, with Ruth Prior joining on 27 November 2012.The terms of reference of the Audit, Nomination and Remuneration Committees are contained in the ‘Corporategovernance’ sub-section of the ‘Board of Directors’ section of the Company’s Investor Relations website atwww.pinewoodgroup.com/investor-relations. Further details of the committees are set out below.Audit CommitteeSteven Underwood – Chairman (until 27 November 2012) and memberPeter Hosker – appointed 19 July 2011, resigned 23 July 2012Ruth Prior – appointed as Chairman with effect from 27 November 2012The Audit Committee is responsible for:• Monitoring the integrity of the financial statements of the Group and any formal announcements relating to the Group’sfinancial performance and reviewing significant financial reporting judgements contained therein;• Reviewing the Group’s internal financial controls and the Group’s internal control and risk management systems,including consideration of the need for an internal audit function;• Making recommendations to the Board for a resolution to be put to the shareholders for their approval in generalmeetings on the appointment of the external auditor and the approval of the remuneration and terms of engagementof the external auditor; and• Reviewing and monitoring the external auditor’s independence and objectivity and the effectiveness of the auditprocess, and implementing a policy on the engagement of the external auditor to supply non-audit services as describedfurther below.During the financial year ended 31 March 2013, the Audit Committee has not complied with the requirement set out inC.3.1 of the UK Corporate Governance Code that an Audit Committee of a smaller company should have at least twoindependent Non-Executive Directors. Notwithstanding that he is not independent; the Board is satisfied that StevenUnderwood has recent and relevant financial experience.The Audit Committee has written terms of reference reflecting the requirements of the UK Corporate Governance Code,which have been approved by the Board. The Audit Committee provides the Board with assurance in respect of theintegrity of the Group’s financial reporting procedures, policies and controls. A copy of the Audit Committee’s termsof reference is available upon request from the Company Secretary or can be downloaded from the Group’s website,www.pinewoodgroup.com/investor-relations.The Group’s external auditors meet directly with the Audit Committee in advance of full year and interim results,and on other occasions as required.