Chairman: Michael Arrowsmith
Other members: Michael Cronk, Joseph Ross

The Audit Committee’s principal oversight responsibilities cover:

• financial reporting;
• internal control and risk management;
• recommendation to the Board on the appointment of auditors;
• external audit (including audit scope, approval of audit fee and auditor independence); and
• internal audit.

The Committee’s Chairman is Michael Arrowsmith, appointed on 11 February 2004 who sits together with Michael Cronk and Joseph Ross appointed on 31 July 2003 and 5 May 2004 respectively. The Secretary of the Committee is David Hooper, the Company Secretary. A comprehensive induction programme is made available for new members of the Committee and ongoing education is actively encouraged. At all times, the Committee must comprise only non-executive Directors and shall normally consist of not less than three members. The Board is satisfied that the Committee Chairman, a Fellow of the Chartered Institutue of Management Accountants, and having had extensive experience as a senior finance executive of publicly traded companies, has recent and relevant financial experience. Michael Cronk is also an experienced businessman having formerly been Executive Vice President of Aramark. Joseph Ross, a qualified US attorney, was formerly Chairman and Chief Executive Officer of Federal Signal Corp, a public US corporation. The Committee met four times during the period, with all members present at each meeting. Other Directors and executives may attend by invitation. During the period, the Audit Committee Chairman invited (inter alia) the Chief Financial Officer, Deputy CFO, the Group Controller and the Head of Internal Audit to attend. Representatives from the external auditors, Deloitte & Touche LLP, were also present at each meeting. The Committee also met separately with the external and internal auditors and with management.

Amongst other things, the Committee has undertaken the following activities at its meetings:

• reviewed and recommended the interim and annual results, considering any matters raised by management and the external auditors and reviewed judgements made on provisioning and accounting treatments;
• reviewed and approved the audit plans for the external and internal auditors;
• monitored the scope, effectiveness, independence and objectivity of the external auditors;
• discussed the results of internal audit reviews, including significant findings, management’s action plans and the timeliness of resolution;
• maintained oversight of the Group’s risk management process;
• reviewed and approved the Group’s “Turnbull Report” to support the Board’s sign-off on the system of internal control (see below for more details);
• approved the process whereby the Directors would satisfy themselves that they complied with the provisions of Sections 234za of the Companies Act 1985 (statement as to disclosure of information to the auditors); and
• reviewed its own effectiveness and concluded that it had continued to operate as an effective Audit Committee.

Please follow this link for more information on the Audit committee terms of reference.