Carphone Warehouse 2015 Annual Report Download - page 50

Dixons Carphone plc Annual Report and Accounts 2014/15
Corporate Governance
Audit Committee report
48
The Board is 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.
At each meeting there may be a discussion between the
Committee members and the external auditor without the
presence of management in order to allow discussion of
private matters which the auditor may wish to raise.
Occasionally a discussion may be held between Committee
members, the external auditor and the Group Director of
Internal Audit if appropriate.
In undertaking its duties the Committee has access to the
services of the Group Finance Director, his team and the
Company Secretary, 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 to fulfil its oversight
responsibilities by acting independently from the executive
directors. There is an annual schedule of items which are
shared across 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 half year and full year financial
statements and any formal announcements relating to the
Group’s financial performance;
• review the results and conclusions of work performed by the
external auditor;
• advising the Board on whether, as a whole, the Annual
Report and Accounts 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
Company’s internal audit function;
• making recommendations to the Board in relation to the
appointment of the external auditor;
• reviewing and monitoring the relationship with the external
auditors, including their independence, objectivity,
effectiveness, remuneration and terms of engagement;
• considering whistleblowing arrangements by which
employees may raise concerns about possible improprieties
in matters of financial reporting or other matters;
• 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 Audit Committee are reviewed
annually by the Board 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
half year and annual financial statements in conjunction with
both senior management and the external auditor. Following
the Merger, management presented the Committee with the
accounting policies and practices of both legacy businesses.
These were then debated and a combined set of policies and
practices agreed with no significant adjustments required in
respect of either business. During the period ended 2 May
2015 consideration was given to the following matters:
• the suitability of the Group’s accounting policies and
practices;
Members
In compliance with the Code, the Committee comprises
exclusively non-executive directors, who, along with their
attendance at scheduled meetings, are set out in the table
below.
Meetings
The Committee met three scheduled times with one
additional ad-hoc meeting called during the period. Since
the year end there have been two further Committee
meetings. All eligible members attended each of the
meetings during which they were a member of the
Committee, except as outlined below. 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 Audit Committee meetings by invitation.
Current members
Scheduled
Meetings
Jock Lennox(1) 2 of 2
Baroness Morgan of Huyton(2) 2 of 3
Gerry Murphy 3 of 3
Former members
John Allan(1) (3) 2 of 2
John Allwood (4) 1 of 1
John Gildersleeve(5) 1 of 1
(1) Appointed 6 August 2014.
(2) Baroness Morgan of Huyton missed one scheduled meeting
due to a prior commitment that had been arranged before the
Merger and the subsequent change of committee dates.
(3) Resigned 17 February 2015.
(4) Resigned 6 August 2014.
(5) Resigned from the Committee – 6 August 2014.