Carphone Warehouse 2016 Annual Report Download - page 53

Dixons Carphone plc Annual Report and Accounts 2015/16
Corporate Governance
51
The Board continues to be satisfied that the Chairman of the
Committee, a member of the Institute of Chartered
Accountants of Scotland, meets the requirement for recent
and relevant financial experience. The Company Secretary
acts as Secretary to the Committee and attends all meetings.
The Committee’s deliberations are reported by its Chairman to
the following Board meeting and the minutes of each meeting
are circulated to all members of the Board following approval.
In order to allow discussion of private matters, which the
auditor may wish to raise, at each meeting, discussion may
be held between the Committee members and the external
auditor without the presence of management. If appropriate, a
discussion may be held between Committee members, the
external auditor and the Group Director of Internal Audit.
In undertaking its duties the Committee has access to the
services of the Group Director of Internal Audit, the Group
Finance Director, the Company Secretary, and their respective
teams, as well as external professional advice as necessary. In
addition the Chairman meets with the external auditor outside
of formal meetings and without management present.
External advice
The Board makes funds available to the Committee to enable
it to take independent legal, accounting or other advice when
the Committee believes it necessary to do so.
Responsibilities
The Committee assists the Board in fulfilling its oversight
responsibilities by acting independently from the executive
directors. There is an annual schedule of items which are
shared out amongst the meetings during the year to ensure
the Committee covers fully those items within its Terms of
Reference. These items are supplemented throughout the
year as key matters arise.
The Committee has the following principal duties:
•monitoring the integrity of the interim statement and annual
report and accounts and any formal announcements
relating to the Group’s financial performance;
•considering recommendation of the external auditor’s
appointment to the shareholders in general meeting and
approve their remuneration;
•reviewing the results and conclusions of work performed by
the external auditor;
•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
Company’s internal audit function;
•reviewing and monitoring the relationship with the external
auditor, including their independence, objectivity,
effectiveness and terms of engagement;
•considering whistleblowing arrangements by which
employees may raise concerns about possible
improprieties in matters of financial reporting or other
matters;
•considering the major findings of internal investigations;
•advising the Board on whether, as a whole, the annual
report and accounts are fair, balanced and understandable;
•considering the going concern statement;
•considering and reviewing the statement of the Company’s
viability over a specified period;
•any specific 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 Committee were last reviewed
and adopted by the Board in June 2016 and are available on
the Group’s corporate website, www.dixonscarphone.com.
Key matters considered during
the year
Accounting and financial reporting matters
The Committee is responsible for monitoring the integrity of
the Interim Statement and Annual Report and Accounts in
conjunction with both senior management and the external
auditor. During the year ended 30 April 2016, consideration
was given to the following matters:
•the suitability and application of the Group’s accounting
policies and practices;
•areas where significant levels of judgement have been
applied or significant items have been discussed with the
external auditor;
•updated accounting and corporate governance regulations;
Members
In compliance with the Code, the Committee continues to
consist exclusively of independent non-executive directors,
who, along with their attendance at scheduled meetings,
are set out in the table below. Biographical details on each
member can be found on pages 36 to 37.
Meetings
The Committee met four scheduled times during the period
under review. Since the year end there has been two further
meetings. All eligible members attended each of the
meetings during which they were a member of the
Committee. The Group Chief Executive, Group Finance
Director, Group Director of Internal Audit, other senior
management and representatives of the Company’s
external auditor (Deloitte LLP) attended the relevant
Committee meetings by invitation.
Current members
Scheduled
Meetings
Jock Lennox (Chairman) 4 of 4
Baroness Morgan of Huyton 4 of 4
Gerry Murphy 4 of 4
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