Annual report and accounts 2023 - Flipbook - Page 87
Strategic Report
Corporate Governance
Accounts
Audit and Risk Committee Report
On behalf of the Audit and Risk Committee,
I am pleased to present its report for the
year ended 29 January 2023. The report
describes the key activities undertaken by
the Committee during the year and how it
has discharged its role and responsibilities.
•
Financial reporting:
- monitoring the integrity of the annual and interim
financial statements and formal announcements
relating to the Group’s financial performance and
reviewing any significant financial reporting
judgements and disclosures which they contain;
- if requested by the Board, providing advice on
whether the Annual Report and Accounts are fair,
balanced and understandable; and
- reporting to the Board on the appropriateness of
the Group’s accounting policies and practices.
•
Internal control and risk management:
- reviewing and monitoring the effectiveness of
the Group’s internal control and risk management
systems;
- reviewing and monitoring the effectiveness of
the internal audit function, which is resourced
externally, and management’s responsiveness
to any findings and recommendations; and
- reviewing the identification and mitigation
of the Group’s existing corporate risks and
emerging risks.
•
Policies and procedures:
- reviewing and approving the terms of reference
for the Company’s Treasury and Commodity
Committee;
- reviewing the Group’s delegated authority limits;
- reviewing and monitoring the Group’s Tax risk
management policy;
- reviewing and monitoring the Group’s Antifacilitation of tax evasion policy;
- reviewing and monitoring the appropriateness of
the Group’s Anti-bribery policy and procedures;
- approving the appointment and removal of the
internal auditor;
- making recommendations to the Board in relation
to the appointment and removal of the external
auditor and approving its remuneration and terms
of engagement;
- reviewing and monitoring the external auditor’s
independence and objectivity and the
effectiveness of the audit process;
- reviewing the policy on the engagement of the
external auditor to supply non-audit services; and
- reporting to the Board on how it has discharged
its responsibilities.
Nick Wharton
Chair of the Audit and Risk Committee
Composition
During the year the Audit and Risk Committee (the
“ARC”) comprised four non-executive directors: N.B.E.
Wharton, M. Allen OBE, S.V. Barratt and D.J. Ritchie.
M. Allen resigned from the ARC upon being appointed
Chair of the Board on 31 March 2022. Following
M. Allen’s resignation, the ARC comprised three
non-executive directors. The ARC is chaired by N.B.E.
Wharton. The Board is satisfied that N.B.E. Wharton has
recent and relevant financial experience as required by
provision 24 of the 2018 UK Corporate Governance
Code. Biographical details of the Chair and other
members of the ARC are shown on pages 70 and 71.
The Board has determined that the current composition
of the ARC as a whole has competence relevant to the
sector in which the Company operates, to enable it to
deal effectively with the matters it is required to address
and to challenge management when necessary.
Meetings
The ARC met four times during the year. The meetings
are attended by the ARC members and, by invitation,
the Finance Director, the Group Financial Controller,
the Company Secretary and representatives from the
external and internal auditors. The ARC meets regularly
with executive directors and management, as well as
privately with the external and internal auditors.
Role and responsibilities
The primary role of the ARC is to assist the Board in
fulfilling its oversight responsibilities. This includes:
Activities of the Audit and Risk Committee
In respect of the year to 29 January 2023 (‘period under
review’), the ARC has:
• Financial reporting:
- reviewed and discussed with the external auditor
the key accounting considerations and
judgements reflected in the Group’s unaudited
results for the six month period ended 31 July 2022;
- reviewed and agreed the external auditor’s audit
strategy memorandum in advance of its audit for
the year ended 29 January 2023;
- discussed and agreed the nature and scope of the
work to be performed by the external auditors;
- received and reviewed reports from management
regarding their approach to key accounting
considerations and judgements in the half year
and full year financial statements;
- reviewed the half year and full year financial
statements;
- discussed the report received from the external
auditor regarding its audit in respect of the
year ended 29 January 2023, which included
comments on its findings on internal control
and key audit risks and a statement on its
independence and objectivity; and
- reviewed the results of this audit work and the
response of management to matters raised.
•
Internal control and risk management:
- received reports from internal audit covering
various aspects of the Group’s operations,
controls and processes;
- received reports on the operation of the Group’s
Risk Committee;
- reviewed the Group’s risk register and the Group’s
principal risks in light of the Board’s risk appetite
for key risk areas, together with the systems and
processes for mitigating those risks;
- received reports from management on the
actions taken by the business to mitigate cyber
risks, including the risk of a ransomware attack;
- received reports from management regarding the
operation of the new structure and processes in
relation to the identification and management
of emerging risks for the Group and reviewed the
Group’s emerging risks related to technology;
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