Experian 2008 Annual Report Download - page 49

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47Experian Annual Report 2008
Introduction
2 – 5
Business review
6 – 37
Financial statements
65 – 144
Governance
Corporate governance statement
Governance
Corporate governance statement
Audit committee
The audit committee comprises the seven non-executive directors including David Tyler who did not fully meet the
independence criteria on his appointment. Alan Jebson is the chairman of the committee. Following a review of
principal board committee membership during the year, it remains the opinion of the nomination committee and the
board that David Tyler’s membership of the committee remains in the best interests of shareholders and provides
significant recent and relevant financial experience and an in-depth knowledge of Experian’s business, with him
having been the group finance director of GUS plc from February 1997 until the demerger in October 2006. No questions
or concerns regarding the independence of audit committee members were raised during the performance evaluation
process performed during the year under review and the board considers David to be independent in character and
judgement. The other members of the committee bring a wide range of international business experience from positions at
the highest level worldwide (the directors’ biographical details appear on pages 38 and 39). The Chairman, Chief Executive
Officer and Chief Financial Officer are normally invited to attend committee meetings. The external auditors, the Executive
Vice President, Risk Management and the Head of Global Internal Audit generally also attend committee meetings.
In addition, the committee meets the external auditors and the Head of Global Internal Audit separately without
management present. The Company Secretary is the secretary to the committee.
The main role and responsibilities of the committee are set out in written terms of reference which are reviewed
annually. The committee’s principal oversight responsibilities include financial reporting, internal controls and risk
management systems, whistleblowing and fraud, internal audit and external audit (including auditor independence).
The committee will meet not less than three times a year. During the year under review, it met four times (including one
meeting that was held immediately after the year-end which was originally scheduled to take place during March 2008
but was rescheduled to early April 2008 due to the timing of Easter).
The audit committee has a structured programme linked to the Group’s financial calendar. During the year under
review, the committee undertook the following activities:
Reviewed the preliminary results announcement and the annual report for the year ended 31 March 2007 and considered
l
reports from the external auditors identifying any significant financial reporting issues or judgemental issues requiring its
attention;
Monitored and reviewed the effectiveness of the Group’s internal audit function and its terms of reference;
l
Monitored and reviewed the external auditor’s independence and objectivity and the effectiveness of the audit process l
covering all aspects of the audit service provided;
Reviewed the Group treasury policy;
l
Reviewed the annual financial statements of the Group pension scheme; l
Reviewed its own performance, constitution, training needs and terms of reference to ensure it is operating at maximum l
effectiveness;
Reviewed the half-yearly financial report for the six months ended 30 September 2007 and considered reports from the
l
external auditors identifying any significant financial reporting or judgmental issues requiring its attention;
Reviewed and approved audit plans for the external and internal auditors;
l
Considered risk management and assurance reports and internal audit reports on the results of internal audit reviews, l
significant findings, management action plans and timeliness of resolution;
Reviewed reports on the Group’s risk management process and major potential risks and controls;
l
Reviewed, at each scheduled meeting, a report on any material litigation involving Group companies; and l
Reviewed arrangements by which Group employees may, in confidence, raise concerns about possible improprieties in l
financial reporting or other matters.