Carphone Warehouse 2014 Annual Report Download - page 40

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Board Committees continued
MEMBERS
+John Allwood (chair)
+John Gildersleeve
+Baroness Morgan of Huyton
+Gerry Murphy (from  April )
Biographies on the members of the Audit
Committee are set out on page 33. All four
members are regarded by the Board as
independent non-executive directors. Their
collective skills, experience and knowledge
of the Group allows them to fulfil their duties
as Committee members and to provide
appropriate oversight of the Group’s auditors.
ADVISORS
The Board makes funds available to the Audit Committee to enable
it to take independent legal, accounting or other advice when the
Audit Committee believes it necessary to do so.
RESPONSIBILITIES
The Audit Committee has the following principal duties:
+monitoring the integrity of the half-year and full year financial
statements and any formal announcements relating to the
Group’s financial performance;
+advising the Board on whether, as a whole, the annual report
isfair, balanced and understandable;
+reviewing significant financial reporting judgements;
+reviewing the Group’s financial controls and internal control
andrisk management systems;
+monitoring and reviewing the effectiveness of the Group’s
internal control functions, including the findings of the internal
audit department and other risk management systems;
+providing the Board with an independent assessment
oftheGroup’s accounting affairs and financial position;
+making recommendations to the Board in relation
totheappointment of external auditors;
+reviewing and monitoring the relationship with the external
auditors, including their independence, objectivity, effectiveness,
remuneration and terms of engagement;
+considering arrangements by which employees may raise
concerns about possible improprieties in matters of financial
reporting or other matters;
+considering other topics, as defined by the Board; and
+referring matters to the Board which, in its opinion,
shouldbeaddressed at a meeting of the Board.
The terms of reference of the Audit Committee are available
ontheGroup’s website (www.cpwplc.com) or on request from
theCompany Secretary.
OTHER GOVERNANCE MATTERS
+The chairman of the Audit Committee updates the Board on
anysignificant issues that have arisen at the previous Audit
Committee meeting.
+External auditors have direct access to the Audit Committee
during formal meetings and time is set aside for them to have
private discussions with the Audit Committee, in the absence
ofmanagement.
MEETINGS
The Audit Committee met three times
during the year. All members attended each
of these meetings. The Chief Financial Officer,
Head of Group Internal Audit, other senior
management and representatives of the
Company’s external auditors (Deloitte LLP)
attend the Audit Committee meetings by
invitation oftheCommittee.
Meetings
John Gildersleeve
John Allwood
Baroness Morgan of Huyton
Attended Did not attend
AUDIT COMMITTEE
Carphone Warehouse Group plc
Annual Report 2014
38
CORPORATE GOVERNANCE