Experian 2011 Annual Report Download - page 71

Governance Corporate governance statement 69
Alan Jebson,
Chairman of
Audit Committee
Audit Committee report
Members
Alan Jebson (Chairman)
Fabiola Arredondo
Roger Davis
Sir Alan Rudge
David Tyler
Paul Walker
Primary roles
•To monitor the integrity of the financial
statements.
•To review the effectiveness of the system
of internal control including the risk
management systems.
•To review the effectiveness of the audit
process and the independence and
objectivity of the external auditors.
•To monitor and review the effectiveness
of the internal audit function.
•To develop and monitor policy on non-
audit services to be provided by the
external auditors.
•To approve the remuneration and terms
of engagement of the external auditors
and make recommendations in relation to
their re-appointment.
Governance
The Audit Committee was in place
throughout the year ended 31 March 2011,
and met four times with meetings held to
coincide with key dates in the financial
reporting and audit cycle. All members of
the Committee are considered by the Board
to be independent non-executive directors
in compliance with provision C.3.1 of the UK
Corporate Governance Code.
The Chairman and the executive
directors attend meetings by invitation.
Other regular attendees include the
Global Executive Vice President Legal
and Regulatory Risk and the Head of
Global Internal Audit. The lead audit
partner from PricewaterhouseCoopers
LLP also attends all meetings. Other
PricewaterhouseCoopers staff attend
meetings where their particular expertise
can be utilised. At each meeting, the
Committee meets with the external auditors
and the Head of Global Internal Audit
without management present.
David Tyler, a Committee member, provides
recent and relevant financial experience
and also provides an in-depth knowledge of
Experian’s business. The Board is confident
that the collective international business
experience of the Committee members
enables them to act as an effective
committee. The Committee has access to
the financial expertise within the Group and
the auditors and the Chairman of the Audit
Committee is in regular contact with key
members of senior management.
Activities
The activities of the Audit Committee
during the year ended 31 March 2011
included the following:
•Reviewed the 2010 preliminary and half-
year results announcements and the 2010
annual report and accounts, reviewed
impairment review papers as required
by IAS 36 and papers supporting the
preparation of relevant accounts on a
going concern basis.
•Received an overview of Project
Gemstone, a project which had
commenced previously with the overall
aim of delivering a global accounting
and HR system and integrated global
reporting, planning and forecasting. The
Committee noted the benefits which
included improved global reporting, an
enhanced control environment, a strong
platform for future growth and faster
integration of acquisitions, improved
procurement and cash management.
•Agreed that each meeting should receive
an update in respect of UK Bribery Act
2010 actions. Specific actions during
the year included the establishment of a
multi-functional team, led by the Senior
Vice President, Global Enterprise Risk
Management, and the development of
appropriate policies, to ensure that the
compliance programme in respect of the
Act would be robust and fully embedded
in the organisation.
•In September 2010, reviewed the in-
depth evaluation by KPMG of Experian’s
Internal Audit function, which focused on
the positioning, people and processes of
the function. The report concluded that
a good service was provided, and some
recommendations for improvement were
also made. In November 2010, the Head
of Global Internal Audit reported to the
Committee on actions within the function
to address the recommendations.
•Reviewed and considered
PricewaterhouseCoopers’ Audit Strategy
Memorandum which included details of
the basis and scope of the annual audit,
the timeline, materiality thresholds
and a risk assessment in respect of the
2011 audit, noting factors which would
influence the assessment, including
the global economic environment. The
performance of PricewaterhouseCoopers
was also considered – the outcome was
positive and it was agreed that continued
improvement had been demonstrated.
The Committee noted that there would be
a new lead engagement partner in place
following the 2011 audit.
•Reviewed a variety of reports on risk, as
more fully described in the internal control
and risk management section of this
statement, and received an internal audit
update at every meeting, and a fraud and
whistleblowing update.
•Reviewed the effectiveness of the Group’s
system of internal control, including
financial, operational, compliance and risk
management on an ongoing basis.
•Made a recommendation to the Board (for
shareholder approval) in relation to the re-
appointment of the external auditors and
considered their engagement terms.
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