Strategic ReportCorporate GovernanceAccountsAudit and Risk Committee ReportOn behalf of the Audit and Risk Committee,I am pleased to present its report for theyear ended 29 January 2023. The reportdescribes the key activities undertaken bythe Committee during the year and how ithas discharged its role and responsibilities.•Financial reporting:- monitoring the integrity of the annual and interimfinancial statements and formal announcementsrelating to the Group’s financial performance andreviewing any significant financial reportingjudgements and disclosures which they contain;- if requested by the Board, providing advice onwhether the Annual Report and Accounts are fair,balanced and understandable; and- reporting to the Board on the appropriateness ofthe Group’s accounting policies and practices.•Internal control and risk management:- reviewing and monitoring the effectiveness ofthe Group’s internal control and risk managementsystems;- reviewing and monitoring the effectiveness ofthe internal audit function, which is resourcedexternally, and management’s responsivenessto any findings and recommendations; and- reviewing the identification and mitigationof the Group’s existing corporate risks andemerging risks.•Policies and procedures:- reviewing and approving the terms of referencefor the Company’s Treasury and CommodityCommittee;- reviewing the Group’s delegated authority limits;- reviewing and monitoring the Group’s Tax riskmanagement policy;- reviewing and monitoring the Group’s Antifacilitation of tax evasion policy;- reviewing and monitoring the appropriateness ofthe Group’s Anti-bribery policy and procedures;- approving the appointment and removal of theinternal auditor;- making recommendations to the Board in relationto the appointment and removal of the externalauditor and approving its remuneration and termsof engagement;- reviewing and monitoring the external auditor’sindependence and objectivity and theeffectiveness of the audit process;- reviewing the policy on the engagement of theexternal auditor to supply non-audit services; and- reporting to the Board on how it has dischargedits responsibilities.Nick WhartonChair of the Audit and Risk CommitteeCompositionDuring 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 appointedChair of the Board on 31 March 2022. FollowingM. Allen’s resignation, the ARC comprised threenon-executive directors. The ARC is chaired by N.B.E.Wharton. The Board is satisfied that N.B.E. Wharton hasrecent and relevant financial experience as required byprovision 24 of the 2018 UK Corporate GovernanceCode. Biographical details of the Chair and othermembers of the ARC are shown on pages 70 and 71.The Board has determined that the current compositionof the ARC as a whole has competence relevant to thesector in which the Company operates, to enable it todeal effectively with the matters it is required to addressand to challenge management when necessary.MeetingsThe ARC met four times during the year. The meetingsare attended by the ARC members and, by invitation,the Finance Director, the Group Financial Controller,the Company Secretary and representatives from theexternal and internal auditors. The ARC meets regularlywith executive directors and management, as well asprivately with the external and internal auditors.Role and responsibilitiesThe primary role of the ARC is to assist the Board infulfilling its oversight responsibilities. This includes:Activities of the Audit and Risk CommitteeIn respect of the year to 29 January 2023 (‘period underreview’), the ARC has:• Financial reporting:- reviewed and discussed with the external auditorthe key accounting considerations andjudgements reflected in the Group’s unauditedresults for the six month period ended 31 July 2022;- reviewed and agreed the external auditor’s auditstrategy memorandum in advance of its audit forthe year ended 29 January 2023;- discussed and agreed the nature and scope of thework to be performed by the external auditors;- received and reviewed reports from managementregarding their approach to key accountingconsiderations and judgements in the half yearand full year financial statements;- reviewed the half year and full year financialstatements;- discussed the report received from the externalauditor regarding its audit in respect of theyear ended 29 January 2023, which includedcomments on its findings on internal controland key audit risks and a statement on itsindependence and objectivity; and- reviewed the results of this audit work and theresponse of management to matters raised.•Internal control and risk management:- received reports from internal audit coveringvarious aspects of the Group’s operations,controls and processes;- received reports on the operation of the Group’sRisk Committee;- reviewed the Group’s risk register and the Group’sprincipal risks in light of the Board’s risk appetitefor key risk areas, together with the systems andprocesses for mitigating those risks;- received reports from management on theactions taken by the business to mitigate cyberrisks, including the risk of a ransomware attack;- received reports from management regarding theoperation of the new structure and processes inrelation to the identification and managementof emerging risks for the Group and reviewed theGroup’s emerging risks related to technology;85
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