Ryanair 2012 Annual Report Download - page 20

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reviewing the effectiveness of the Group‘s internal financial controls and risk management systems;
monitoring and reviewing the effectiveness of the Company‘s Internal auditors;
considering and making recommendations to the Board in relation to the appointment, reappointment and
removal of the external auditors and approving their terms of engagement;
making recommendations concerning the engagement of independent chartered accountants; reviewing
with the accountants the plans for and scope of each annual audit, the audit procedures to be utilised and the
results of the audit;
approving the remuneration of the external auditors, whether fees for audit or non audit services, and
ensuring the level of fees is appropriate to enable an adequate audit to be conducted;
assessing annually the independence and objectivity of the external auditors and the effectiveness of the
audit process, taking into consideration relevant professional and regulatory requirements and the
relationship with the external auditors as a whole, including the provision of any non audit services; and
reviewing the Group‘s arrangements for its employees to raise concerns, in confidence, about possible
wrongdoing in financial reporting or other matters and ensuring that these arrangements allow
proportionate and independent investigation of such matters and appropriate follow up action.
These responsibilities of the Committee are discharged in the following ways:
The Committee reviews the interim and annual reports as well as any formal announcements relating to the
financial statements and guidance before submission to the Board. The review focuses particularly on any
changes in accounting policy and practices, major judgmental areas and compliance with stock exchange,
legal and regulatory requirements. The Committee receives reports at the meeting from the external
auditors identifying any accounting or judgmental issues requiring its attention;
The Committee also meets with external auditors to review the Annual Report, which is filed annually with
the United States Securities and Exchange Commission;
The Committee regularly reviews Turnbull Risk management reports completed by management;
The Committee conducts an annual assessment of the operation of the Group‘s system of internal control
based on a detailed review carried out by the internal audit department. The results of this assessment are
reviewed by the Committee and are reported to the Board;
The Committee makes recommendations to the Board in relation to the appointment of the external auditor.
Each year, the Committee meets with the external auditor and reviews their procedures and the safeguards
which have been put in place to ensure their objectivity and independence in accordance with regulatory
and professional requirements;
The Committee reviews and approves the external audit plan and the findings from the external audit of the
financial statements;
On a semi annual basis, the Audit Committee receives an extensive report from the Head of Internal Audit
detailing the reviews performed during the year and a risk assessment of the company;
The Head of Internal Audit also reports to the Committee on other issues including, in the year under
review, updates in relation to Section 404 of the Sarbanes-Oxley Act 2002 and the arrangements in place to
enable employees to raise concerns, in confidence, in relation to possible wrongdoing in financial reporting
or other matters. (A copy of Section 404 of the Sarbanes-Oxley Act 2002 can be obtained from the United
States Securities and Exchange Commission‘s website, www.sec.gov); and
The Committee has a process in place to ensure the independence of the audit is not compromised, which
includes monitoring the nature and extent of services provided by the external auditors through its annual