Audit Committee

The Audit committee oversees and reviews the Group's financial reporting processes and the integrity of the financial statements, the efficacy of the risk management framework and scrutinises the work of the internal and external auditors.

Membership and Attendance

The Audit Committee comprises the following independent Non-Executive Directors and met on five occasions for the year ended 31 March 2017.


Number of meetings attended

 Percentage attendance

Aman Mehta, Chair

4/4 100%

Euan Macdonald¹

2/2 100%

Deepak Parekh² 

3/4 75%

Geoffrey Green³ 

2/2 100%
Ravi Rajagopalˆ 3/3 100%

¹Mr Macdonald retired from the Board on 5 August 2016 and attended all the meetings of the Audit Committee which he was entitled to attend while a member of it.

²Mr Parekh was unable to attend one meeting of the Audit Committee as he was a member of the business delegation supporting the Prime Minister of India for the state visit to Japan.

³Mr Green attended all the meetings of the Audit Committee which he was entitled to attend since his appointment as a member of it.

ˆMr Rajagopal attended all the meetings of the Audit Committee which he was entitled to attend since his appointment as a member of it.

At the invitation of the committee the following officers normally attend, all meetings of the Committee:

  • Chief Executive Officer
  • Chief Financial Officer
  • Representatives of the external auditor

Other members of senior management are also invited to attend as appropriate, to present reports.

Main Responsibilities

The Board has established formal and transparent arrangements for considering how they should apply the corporate reporting, risk management and internal control principles and for maintaining an appropriate relationship with the Company’s auditors. The Audit Committee’s remit falls into four main areas: financial reporting, risk and the internal control environment and oversight of the external and internal audit processes.

The main responsibilities of the Audit Committee are to:

  • Monitor the integrity of the financial statements, including the Group’s annual and half-year results;
  • Review the content of the annual report and accounts and advise the Board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy;
  • Review the Group’s internal controls and risk management systems and consider the effectiveness of these systems;
  • Make recommendations to the Board concerning the appointment of the external auditor;
  • Review the independence of the external auditor;
  • Review the scope of Internal Audit work;
  • Develop the Group’s policy in relation to the provision of non-audit services by the external auditor and monitoring thereof;
    • Discuss with the external auditor the nature and scope of the audit;
  • Approve the remuneration of the external auditor;
  • Consider any matters arising in respect of the Relationship Agreement and related party transactions;
  • Monitor the activities and effectiveness of the internal audit function and consider its reports;C
  • Review the Group’s arrangements for its employees to raise concerns through its whistleblowing policy;
  • Monitor anti-bribery policies and procedures; and
  • Review reports from the audit committees of the Group’s main subsidiary companies confirming that there are no material adverse issues that are likely to impact the Group.
The full terms of reference for the Audit Committee can be found here, and are also available on request from the Company Secretary  

Corporate Governance

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