The Audit Committee, following its annual review, is satisfied that Deloitte continue to provide an effective audit service.

The Audit Committee assesses the scope, fee, objectivity and effectiveness of the external auditors annually. The Committee has a policy formally to review the selection of external auditors at least every five years, including consideration of whether a tender process is appropriate. The current term of engagement of the incumbent external auditors, Deloitte LLP (‘Deloitte’), is deemed to have commenced on 31 August 2006, being the date of demerger of old WH Smith PLC. In line with professional standards, Deloitte has a policy of rotating partners every five years.

The Committee also has a formal policy on the Company’s relationship with the external auditors which includes financial approval limits for non-audit services and restrictions on the nature of work that can be performed to ensure that the external auditors objectivity is not impaired.

The Audit Committee, following its annual review, is satisfied that Deloitte continue to provide an effective audit service and has recommended to the Board that they be re-appointed. Accordingly, a resolution to re-appoint Deloitte will be put to shareholders at the Annual General Meeting.

Share Price

115.00p [0.00p] at 09:31pm on 29 Jul 2010

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