John Worby – Chairman
Andrew Brent
Anthony Cann
Dennis Millard (from 18 November 2008)

The Audit Committee is chaired by John Worby, who has recent and relevant financial experience, and its other members are Andrew Brent, Anthony Cann and Dennis Millard, who all have extensive business experience. Andrew Brent and Anthony Cann are independent non-executive directors and Dennis Millard was independent on appointment as a director in August 2006. The Committee comprised only two independent non-executive directors between 1 September and 22 September 2008 which, as the Company is a ‘small company’, complies with the Code. Andrew Brent was appointed to the Committee on 22 September 2008. The Code was amended in June 2008 to allow the Chairman of a small company to be a member of (but not Chair) the Audit Committee and, as such, Dennis Millard was re-appointed to the Committee on 18 November 2008. At the invitation of the Committee, the Group Chief Executive, Group Finance Director, Head of Internal Audit and representatives of the external auditors regularly attend meetings.

The Committee’s terms of reference, which are available below, set out the responsibilities of the Committee, which include monitoring the integrity of the annual and interim financial statements and other announcements relating to financial performance; reviewing significant financial reporting issues and judgments which they contain; keeping under review the effectiveness of the internal control and risk management systems; monitoring and reviewing the effectiveness of external audit (including auditor independence) and internal audit; making recommendations to the Board as to the re-appointment or otherwise of the external auditors; and monitoring and reviewing the arrangements for employees to raise, in confidence, concerns about possible improprieties in matters of financial reporting, control and other matters (‘whistleblowing’).

The Committee met four times during the year and its activities included: reviewing the preliminary announcement, Annual Report and Financial Statements, interim announcement and interim results; considering reports from the external auditors reviewing any accounting or judgmental issues requiring its attention; approving audit plans for the external and internal auditors; considering reports from the Head of Internal Audit on the results of internal audit reviews, significant findings, management action plans, and timeliness of resolution; reviewing reports on the Company’s risk management process; reviewing management of fraud risk and incidences of fraud; meeting privately with the external auditors and the Head of Internal Audit; reviewing the effectiveness of the external audit and internal audit activities; and reviewing the effectiveness of the Company’s whistleblowing process. 

Click here for Audit Committee terms of reference (pdf download)

Attendance at Board/Committee meetings

The following table shows the number of scheduled and additional Board meetings and Committee meetings held during the year ended 31 August 2009 and the attendance record of individual directors. The additional Board meetings were held to consider new contract gains and the acquisitions of Bertrams and certain assets of Dawson News.

^a)  Includes nine meetings held by telephone conference call.
^b)  Dennis Millard was re-appointed to the Audit Committee on 18 November 2008.
^c)  Andrew Brent was appointed to the Audit, Nominations and Remuneration Committees on 22 September 2008. 

The Board has met twice since 31 August 2009 and all the directors attended both meetings. In addition, the Audit Committee has met once and the Nominations and Remuneration Committees have met twice since 31 August 2009.