Carphone Warehouse 2011 Annual Report Download - page 38

34 Carphone Warehouse Group plc Annual Report 2011
GOVERNANCE
CORPORATE GOVERNANCE CONTINUED
Audit Committee
Members
• John Allwood (Chairman)
• John Gildersleeve
• Baroness Morgan
Responsibilities
The Committee has the following
key duties:
• monitoring the integrity of the
Group’s financial statements and any
formal announcements relating to
the Group’s financial performance;
• 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
audit functions;
• 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, 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
Committee are available on the Group’s
website (www.cpwplc.com) or on
request from the Company Secretary.
Meetings
• The members of the Committee
met three times during the year.
• All members attended each of
these meetings except for John
Gildersleeve who was absent
from the meeting held on 27 May
2010 due to a prior engagement
that could not be changed.
• The Chief Executive Officer, Chief
Financial Officer, other senior
management and representatives
of the Company’s external auditors,
Deloitte LLP, attend the Committee
meetings by invitation.
Advisors
• The Board makes funds available
to the Committee to enable it to
take independent legal, accounting or
other advice when the Committee
reasonably believes it necessary to
do so.
Other governance matters
• The Chairman of the Committee
updates the Board on any significant
issues that have arisen at the
previous Committee meeting.
• The external auditors have direct
access to the Committee during
formal meetings and time is set aside
for them to have private discussions
with the Committee, in the absence
of management.
In light of the assessments and review
undertaken, the Committee recommended
to the Board that Deloitte LLP be retained
as auditors of the Company. This
recommendation was endorsed by the
Board. The policy relating to the provision
of non-audit services by the external
auditors specifies the types of work from
which the external auditors are excluded;
for which the external auditors can be
engaged without referral to the
Committee; and for which a case-by-case
decision is required. In order to safeguard
the external auditors’ objectivity and
independence, the ratio of non-audit
fees to audit fees is monitored by the
Committee within an overall limit set
by the Board on the recommendation of
the Committee.
A statement of fees paid or accrued
for services from the external auditors
during the year is set out below:
2011
£m
2010
£m
Audit services –
statutory audit
0.1 0.1
Tax services 0.1 –
Total 0.2 0.1
In addition to the fees above, the Group’s
share of the external auditors’ statutory
audit fees for joint ventures was £0.7m
(2010: £0.6m) and the Group’s share of
their fees for tax and other services was
£0.1m (2010: £0.1m). All fees relating to the
Demerger were incurred by TalkTalk Group
in the year ended 31 March 2010.
Certain non-audit services are pre-
approved by the Committee depending
upon the nature and cost of the service.
Tax services principally comprise technical
advice associated with relevant UK and
international fiscal laws and regulations
and, in particular, assessment of the
potential implications of proposed
corporate transactions or restructuring.
Having undertaken a review of the
non-audit related work, the Committee