RWS AR 23 Final Single pages - Flipbook - Page 83
GOVERNANCE AND COMPLIANCE
does not have an internal audit function but does conduct
internal audits through a third party where it is thought
such investment is required and in the best interests of
the Company. The Audit Committee reviews this decision
on an annual basis.
The Audit Committee Chairman, together with the other
members of the Audit Committee, regularly meet with
the key people involved in the Company’s governance,
including the Chairman, the CEO, the CFO, the external
auditor’s lead partner and other senior management.
Fair, Balanced and Understandable
Terms of Reference
The Committee undertakes its duties in accordance
with its terms of reference. These are regularly reviewed
to ensure that they remain 昀椀t for purpose and in line
with best practice guidelines and were last updated in
May 2023. The terms of reference are available on the
Company’s website (www.rws.com).
KEY PURPOSE OF THE AUDIT
COMMITTEE: RESPONSIBILITIES AND
ACTIVITIES
The Committee’s responsibility is to ensure that 昀椀nancial
information published by the Group properly presents
its activities to stakeholders in a way that is fair, balanced
and understandable, as well as overseeing the e昀昀ective
delivery of both external and internal audit services.
The Committee also supports the Board in meeting its
responsibilities in respect of overseeing the Group’s
internal control systems, business risk management
and related compliance issues, including procedures for
handling reports made under the Group’s Speak-up Policy.
The Committee operates on the basis of open and
challenging dialogue with management and with the
external auditors. The Committee is responsible for
reporting on its responsibilities to the Board. The Group
The Committee assessed whether the Annual Report,
taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to
assess the Company’s position and performance, business
model and strategy. The Committee ensures that all
contributors and senior management are fully aware of the
requirements and their responsibilities. This included the
use and disclosure of alternative performance measures
and the 昀椀nancial reporting responsibilities of the Directors
under s172 of the Companies Act 2006 to promote the
success of the Company for the bene昀椀t of its members
as well as considering the interests of other stakeholders
which will have an impact on the Company’s long-term
success. During 2023, the Committee met 昀椀ve times and
full details of matters discussed are covered later in this
report. This includes an annual calendar of standing items,
including the review of the annual and half-yearly 昀椀nancial
statements to ensure these properly present the Group’s
activities in accordance with accounting standards, law,
regulations and market practice.
In addition to the above, particular areas on which the
Committee focused included: the approach to internal
control and internal audit, accounting judgements and
estimates, treasury e昀昀ectiveness, 昀椀nance transformation,
tax strategy and tax policies, developments in 昀椀nancial
reporting and dividend planning.
Committee activity in the year ended 30 September 2023
6 December
2022
24 March
2023
28 April
2023
26 May
2023
28 September
2023
-
Statutory and 昀椀nancial reporting
Full year results
x
-
-
-
Interim results
-
x
-
x
External audit plan
-
-
x
-
External audit reports
x
x
-
-
-
External audit e昀昀ectiveness and independence
x
-
-
-
x
-
-
-
x
x
Capital Allocation Policy
-
-
-
x
x
Treasury E昀昀ectiveness
-
x
-
x
x
Finance Transformation
-
x
-
-
-
External Audit
-
Risk and control
Internal controls and internal audit proposals
Other matters
GOVERNANCE REPORT
RWS Holdings plc — Annual Report 2023
83
