and interim reports, including the notes and the accounting
principles applied. The Audit Committee also reviews internal
control, including internal financial control, in conjunction with
the Board. The Audit Committee will also review any proposed
change in accounting policies and any recommendations
from the Group's auditors regarding improvements to
internal controls and the adequacy of resources within the
Group's finance function. The Audit Committee advises the
Board on the appointment of external auditors and on their
remuneration both for audit and non-audit work, and discusses
the nature, scope and results of the external audit with
the external auditors. The Audit Committee keeps under
review the cost effectiveness and the independence and
objectivity of the external auditors.
All Directors may attend audit committee meetings. At least
twice a year representatives of the Group's auditors have an
opportunity to meet the Audit Committee at which time they
also have the opportunity to discuss matters without any
Executive Director being present.
The Audit Committee monitors fees paid to the auditors for
non-audit work and evaluates on a case by case basis whether
it should put the requirement for non-audit services out to
tender. The Group's auditors, Grant Thornton LL P, have not
been instructed to carry out non-audit work during the year.
Other firms of advisors were employed during the year for tax
compliance services.
A "whistle blowing" policy has been implemented whereby
employees may contact the Chairman of the Audit Committee
on a confidential basis.
The attendance of individual Directors at Audit Committee
meetings during the year is set out in the table below:
Number of
Meetings
Meetings
Attended
B.M. Riley 3 3
J. Hills 2 2
K.D. Noonan 1 1
By invitation:
K.E. Bigsby 1 1
A.J. Reade 3 3
P. Regan 3 2
The Nomination Committee is responsible for considering and
making recommendations concerning the composition of the
Board, including proposed appointees to the Board, whether
to fill vacancies that may arise or to change the number of
Board members. The appointments during the year did not
involve open advertising.
The attendance of individual Directors at Nomination Committee
meetings during the year is set out in the table below:
Number of
Meetings
Meetings
Attended
A.J. Reade (Chairman) 1 1
B.M. Riley 1 1
By invitation:
P. Regan 1 1
Internal Contr ol and Risk Management
The Directors acknowledge that they are responsible for
establishing and maintaining the Group's system of internal
control and reviewing its effectiveness. The Group is small and
the Directors are closely involved in the management of the
business. At the beginning of the financial year we identified
the key risks that the Group faced during the financial year.
The Board has since reviewed these risks as part of the strategic
planning exercise, considering the likelihood of the risk
occurring and the potential impact on the business. The Board
will continue to review and update the risk management process
on an ongoing basis. No significant weaknesses or failings
were identified, however, the internal controls are designed to
manage rather than eliminate the risk of failure to achieve
business objectives and the Board recognizes that any system
can only provide reasonable and not absolute assurance
against material misstatement or loss.
The Group operating procedures include a comprehensive
system for reporting financial and non-financial information to
the Directors.
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