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AUDIT COMMITTEE
TERMS OF REFERENCE
The Audit Committee assists the Board in meeting its responsibilities in ensuring an effective system of financial reporting, internal control and risk management. It provides a direct channel of communication between the external and internal auditors and the Board and assists the Board in ensuring that the external audit is conducted in a thorough, objective and cost-effective manner.
It also reviews the Internal Audit annual work plan in accordance with the Internal Audit Charter. The terms of reference of the Audit Committee include annual review, in conjunction with the management executive of Goddard Enterprises and the External Auditors, of the performance of the External Auditors and the extent of their non-audit services; and the value for money obtained from auditors’ fees for both statutory audit work and non-audit work. The Audit Committee annually examines the independence of the External Auditors and ensures that the external audit is put out to competitive tender when considered necessary.
Major Responsibilities
In order to assist the Board in its functions with respect to audit matters provided for in the Audit Charter and with a view to promoting accountability and transparency in the Group’s financial operations and the maintenance of effective financial controls, the Audit Committee shall:
- review the detailed audit plans of the Internal and External Auditors, as well as any reports of the Auditors on the scope of their respective audits during the preceding year or financial period;
- review the reports of the External Auditor on the financial accounts of the Group;
- review any other reports submitted by the External Auditor;
- review any audit reports of the Internal Auditor;
- ensure that the recommendations and management action plans relative to both the auditors’ reports are implemented promptly.
Membership
The Committee shall comprise four non-executive members of the Board of Directors. The Group Chief Executive Officer/Managing Director, the Group Finance Director/Chief Financial Officer, Internal Auditor and other invited members of the senior management team, may attend meetings at the invitation of the Chairman of the Committee. The Committee may also meet with both External and Internal Auditors on a regular basis.
Meetings
The Chairman of the Committee may convene meetings of the Committee at any time to consider any matter falling within these terms of reference. The Committee shall meet as deemed necessary but at least four times per year to discharge these duties.
Reporting
The minutes of Audit Committee meetings shall be circulated to the Board after each meeting.
Secretary
The Secretary of the Committee shall be the Group Company Secretary or his/her nominee. The Secretary shall circulate to each Committee member the agenda and papers in advance of each meeting.
Quorum
A quorum shall be any three members.
Committee Members:
Joseph N. Goddard - Chairman
Patrick J. Mayers
Robert A. Carter
Maxine P. McClean