Carphone Warehouse 2012 Annual Report Download - page 42

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Carphone Warehouse Group plc Annual Report 201238
CORPORATE GOVERNANCE CONTINUED
AUDIT COMMITTEE
MEMBERS
— John Allwood (Chairman)
— John Gildersleeve
— Baroness Morgan of Huyton
MEETINGS
— The Audit 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26 March 2012 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 Audit Committee
meetings by invitation of the Audit Committee.
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 reasonably believes it necessary
todo so.
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 will be set aside for them
tohave private discussions with the Audit Committee,
intheabsence ofmanagement.
RESPONSIBILITIES
The Audit Committee has the following principal duties:
— monitoring the integrity of the 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 Audit Committee are available
ontheGroup’s website (www.cpwplc.com) or on request
fromtheCompany Secretary.