annual report 2007 - the Admiral Group plc

ADMIRAL GROUP plc 25This is supplemented by monthly feedback to the Board on meetings between management andinvestors. External analyst reports are circulated to all the Directors.The Chairmen of the Audit, Remuneration and Nominations Committees attend the Company’sAnnual General Meeting along with other Directors, and are available to answer shareholders’questions on the activities of the Committees they chair.The Group maintains a corporate website (www.admiralgroup.co.uk) containing a wide range ofinformation of interest to institutional and private investors.Board CommitteesThe principal Committees of the Board - Audit, Remuneration and Nominations - all comply fullywith the requirements of the Combined Code. They are all chaired by an independent Directorand exclusively comprise, or, in the case of the Nominations Committee (where the Chairmanof the Board is a member), have a majority of, independent Directors. The Committees areconstituted with appropriate written terms of reference that are reviewed annually and minutesof the Committee meetings are circulated to the Board.Corporate governance 22 - 29The Audit CommitteeConstitution and membershipThe membership at the year-end was Martin Jackson (Chairman), Keith James, and MargaretJohnson. The Company Secretary acts as Secretary to the Committee. Appointments to theCommittee are for a period of up to three years, which may be extended for two further threeyear periods, provided the Director remains independent. The Committee meets at least threetimes per year and has an agenda linked to events in the Company’s financial calendar.The Board considers that the members of the Committee have the appropriate competenceand experience to carry out their duties and further considers that Martin Jackson (CommitteeChairman) has the appropriate recent and relevant financial experience having held the positionof Group Finance Director of Friends Provident Plc between 2001 and 2003 and being a Fellow ofthe Institute of Chartered Accountants, which imposes requirements for Continuing ProfessionalDevelopment. Ongoing training is provided to all members, and this is intended to cover relevantdevelopments in financial reporting, company law and the various regulatory frameworks. TheTerms of Reference of the Audit Committee include all matters suggested by the Code.Other individuals such as the Finance Director, Chief Operating Officer, Chief Executive, Chairmanof the Board, the Heads of Risk, Compliance and Internal Audit and representatives from withinthe Company may be invited to attend all or part of any meeting as and when appropriate. Theexternal auditors will be invited to attend meetings of the Committee on a regular basis.Summary of key activities during 2007During the year the Committee reviewed the following:· Annual report and interim results;· Reports from the Group’s internal audit department on the effectiveness of the Group’s riskmanagement procedures, details of key audit findings and actions taken by management;· Effectiveness of the Group’s system of internal control;