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Henry Boot PLC<br />

Annual Report and Financial Statements for the year ended 31 December 2015<br />

www.henryboot.co.uk<br />

Stock Code: BHY<br />

Audit Committee Report<br />

Statement from the Chairman of the Audit Committee<br />

We all have many years of financial and<br />

business experience and both Joanne Lake<br />

and I have relevant accounting qualifications<br />

and experience.<br />

Terms of reference<br />

The terms of reference for this Committee fully incorporate the<br />

UK Corporate Governance Code’s provisions in relation to its<br />

roles and responsibilities and are available for inspection at the<br />

Company’s registered office.<br />

Role of the Committee<br />

The Committee’s responsibilities include, amongst other<br />

matters, the following:<br />

• to review and consider the scope and effectiveness of the<br />

Company’s financial controls, Company internal control and<br />

risk management systems;<br />

• to review the annual report of the auditors, the level of<br />

fees charged by the auditors for non-audit services, the<br />

independence and objectivity of the auditors and the<br />

proposed nature and scope of their work before the audit<br />

commences. Details of fees paid for non-audit services<br />

are set out in note 3 to the Financial Statements. The level<br />

of these fees and the services provided are reviewed by<br />

the Committee to ensure that they do not threaten auditor<br />

objectivity and independence. During the year, the Committee<br />

reviewed the independence and objectivity of the external<br />

auditors, which was confirmed in an independence letter<br />

containing information on procedures providing safeguards<br />

established by the external auditors. Regulation, professional<br />

requirements and ethical standards are taken into account,<br />

together with consideration of all relationships between the<br />

Company and the external auditors and their staff. Relations<br />

with the external auditors are managed through a series<br />

of meetings and regular discussions and we ensure a high<br />

quality audit by challenging the key areas of the external<br />

auditors’ work;<br />

Those serving as members of the Audit<br />

Committee (the Committee) for the whole of<br />

2015 were James Sykes (Committee Chairman),<br />

John Brown and Michael Gunston. From<br />

1 October 2015, additional serving members<br />

were Gerald Jennings, Joanne Lake and<br />

Peter Mawson. Jamie Boot was appointed a<br />

member of the Committee on 1 January 2016.<br />

Biographies of the current members of the<br />

Committee are shown on page 50.<br />

• to review and make recommendations to the Board in relation<br />

to the half-yearly and annual financial reports;<br />

• to oversee the selection process with regard to external<br />

auditors, to consider the appointment/reappointment of<br />

external auditors and make appropriate recommendations<br />

through the Board to the shareholders to consider at the<br />

Annual General Meeting (AGM);<br />

• to review the Company’s procedures for handling reports by<br />

‘whistleblowers’;<br />

• to consider annually whether there is a need for an internal<br />

audit function and make recommendations to the Board.<br />

However, from past experience, the use of this function has<br />

not resulted in added value to the business and this continues<br />

to be the view of the Committee in its deliberations this year;<br />

• to monitor the integrity of the Financial Statements of the<br />

Company and any formal announcements relating to the<br />

Company’s financial performance; and<br />

• to review annually the Company’s Anti‐Bribery and Corruption<br />

Policy.<br />

Shareholder Information Financial Statements Governance Strategic Report<br />

Overview<br />

61

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