Tesco 2011 Annual Report Download - page 73

Members (all independent
Non-executive Directors)
Number of
possible
meetings
attended
Actual
meetings
attended
Ken Hydon (Chairman)
(Fellow of CIMA, ACCA and ACT)
5 5
Gareth Bullock
(from 3 July 2010)
(MA Modern Languages)
2 1*
Patrick Cescau 5 5
Ken Hanna (Fellow of ICAEW) 5 4*
Past Committee members
Rodney Chase 3 2
* Ken Hanna was not able to attend the April meeting due to the disruption created by the
Icelandic ash cloud. Gareth Bullock was not able to attend the September meeting due
to a pre-existing commitment made before his appointment.
Other regular attendees at the invitation of the Committee include:
• Chairman of the Board;
• Chief Financial Officer and his team (as appropriate);
• Head of Internal Audit;
• Executive Director (Corporate and Legal Affairs);
• Executive Directors as appropriate; and
• External Auditors.
The Company Secretary also attends in his capacity as Secretary
of the Committee.
The Chairman of the Tesco Bank Audit Committee attends the
Committee twice a year to provide an update on the work of the Bank’s
Audit Committee in overseeing the Bank’s internal control and risk
assurance processes.
The Audit Committee structure requires the inclusion of at least one
member with recent and relevant financial experience. The Committee
Chairman and several other members fulfil this requirement, and all
other Committee members have an appropriate understanding of
financial matters.
The Audit Committee’s primary responsibilities are:
• to review the financial statements and announcements relating
to the financial performance of the Company;
• to review the Group’s internal control and risk assurance processes;
• to consider the appointment of the external auditors, their reports
to the Committee and their independence, which includes an
assessment of their appropriateness to conduct any non-audit work;
and
• to review the programme of Internal Audit.
The Committee met five times this year and the Committee’s
effectiveness review concluded that the Committee was provided with
sufficient resources to carry out its duties. While fulfilling the above
responsibilities, during the year the Committee received detailed
updates from a number of businesses within the Group, as well as
discussing a number of topics including:
• fraud risks;
• business continuity and crisis management;
• whistle-blowing;
• Groceries Supply Code of Practice;
• going concern; and
• IT controls.
A Board visit is organised each year to one or more of the Group’s
international businesses and the Committee takes advantage of these
visits to meet with local management and discuss the extent to which
Group internal controls and risk management processes are embedded
in those businesses.
The need for training is kept under review and the annual agenda ensures
substantial time is dedicated to technical updates, which are generally
provided by external experts. This year training was provided, inter alia,
on accounting and reporting developments under IFRS and IAS and
governance developments proposed by the FRC. With respect to Tesco
Bank, training was provided on regulatory, accounting, governance and
risk management requirements. Training is also provided on an ongoing
basis to meet specific individual needs of Committee members.
The Committee conducted a review of its own effectiveness and its
Terms of Reference during the year. The Committee also had regular
private meetings with the external auditors and the Head of Internal
Audit during the year at which an honest and open working relationship
is maintained and developed.
Full terms of reference of the Tesco PLC
Audit Committee are available at
www.tescoplc.com/boardprocess/
Our Audit Committee
comprises four independent
Non-executive Directors.
Audit
Committee
Ken Hydon
Audit Committee
Chairman
TESCO PLC Annual Report and Financial Statements 2011 — 69
Overview Business review Governance Financial statements