Tesco 2012 Annual Report Download - page 62
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Corporate governance
Regular attendees at the invitation of the Committee include:
Chairman of the Board;
Chief Executive Officer;
Chief Financial Officer and his team;
Head of Internal Audit;
Executive Director (Corporate and Legal Affairs);
Other Executive Directors as appropriate; and
External Auditors.
The Company Secretary attends in his capacity as Secretary of
the Committee.
The Chairman of the Tesco Bank Audit Committee attends the
Committee twice a year to provide an update on the work of the Bank’s
Audit Committee in overseeing the Bank’s internal control and risk
assurance processes.
The Audit Committee structure requires the inclusion of at least one
member with recent and relevant financial experience. The Committee
Chairman and at least one other member fulfil this requirement, and
all other Committee members have an appropriate understanding of
financial matters.
The Audit Committee’s primary responsibilities include, to:
consider the appointment of the external auditors, their reports to
the Committee and their independence, including an assessment of
their appropriateness to conduct any non-audit work;
review the financial statements and announcements relating to the
financial performance of the Company;
review the internal audit programme and ensure that the Internal
Audit function is adequately resourced and has appropriate standing
within the Company;
discuss with the external auditors the nature and scope of the audit;
review, and challenge where necessary, the actions and judgements
of management, in relation to the interim and annual financial
statements before submission to the Board;
review formally the effectiveness of the external and internal
audit processes;
consider management’s response to any major external or internal
audit recommendations;
review the Company’s coordinated plans for business continuity; and
review the Company’s plans for the prevention and detection of
fraud, bribery and corruption.
The Committee met five times this year. While fulfilling the above
responsibilities, during the year the Committee received detailed
updates from several businesses within the Group, as well as discussing
a number of topics, including:
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Audit Committee members
Members (all independent
Non-executive Directors)
Number
of possible
meetings
attended
Actual
meetings
attended
Ken Hydon (Chairman) 5 5
Gareth Bullock 5 5
Patrick Cescau 5 5
Ken Hanna 5 5
Audit Committee
“The Audit Committee plays a key role
in reviewing the effectiveness of the
Group’s internal controls, external auditors
and internal audit department. It also
provides assurance on the Group’s risk
management processes.”
Ken Hydon
Audit Committee
Chairman
58 Tesco PLC Annual Report and Financial Statements 2012