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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 />
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