TERMS OF REFERENCE OF THE AUDIT COMMITTEE
TERMS OF REFERENCE OF THE AUDIT COMMITTEE
("AUDIT COMMITTEE")
OF THE BOARD OF DIRECTORS OF MINERVA PLC
1. AUTHORITY
1.1 The Audit Committee (“the Committee”) is authorised to investigate and undertake any activity within these terms of reference. It is authorised to seek any information it properly requires from any employee of the Company or of any subsidiary company. All such employees are directed to co-operate with any such request made by the Committee; and
1.2 If the Committee considers it necessary so to do, it is authorised to obtain external legal or other independent professional advice to assist it in the performance of its duties, to secure the services of outsiders with relevant experience and expertise and to invite such persons to attend at meetings of the Committee. The cost of obtaining such advice or services shall be borne by the Company.
2. COMPOSITION OF THE COMMITTEE
The Committee shall consist of non-executive directors of Minerva plc, the majority of which should be independent and at least one should have relevant financial experience. Any member of the Committee may at any time convene a meeting of the Committee. The quorum for any meeting of the Committee shall be two.
3. MEETINGS
3.1 The Committee shall meet not less than three times in each year at the times and locations as may be agreed by the members. The Company's auditors may at any time request a meeting of the Committee;
3.2 At the invitation of the Chairman of the Committee, the Finance Director will normally attend the meeting; and
3.3 At least once in each year, the Committee shall meet with the Company's auditors without the presence of any executive director or employee.
4. DUTIES
The duties of the Committee shall be:-
4.1 to consider the appointment of the auditors, the audit fee and any questions of resignation or dismissal;
4.2 to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process, taking into account relevant UK professional and regulatory requirements;
4.3 to discuss with the external auditors before the audit commences the annual audit plan, their approach to risk and the nature, scope and effectiveness of the audit;
4.4 to monitor the integrity of the financial statements and any formal announcements relating to the company’s financial performance, reviewing significant financial reporting developments contained in them, including:
4.5 to discuss problems and reservations arising from the interim and final audits, and any matters the auditors may wish to discuss (in the absence of the executive directors and other management, where necessary);
4.6 to review the auditors' management letter and management's response;
4.7 to review the Company's internal financials control and, unless expressly addressed by the board itself, to review the company’s internal control and risk management systems;
4.8 to consider annually where there is a need for an internal audit function and make a recommendation to the board;
4.9 to consider the major findings of internal investigations and management's response;
4.10 to develop and implement policy on the engagement of the external auditor to supply non-audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm;
4.11 to review and update arrangements by which staff of the company, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters; and
4.12 to consider such other matters as may be requested by the Board.
5. REPORTING
5.1 The secretary of the Committee shall circulate the agenda before each meeting of the Committee to all members of the Board and the Company's auditors and, after each such meeting, shall circulate the minutes of such meeting to all members of the Board and the Company's auditors;
5.2 The Committee’s duties and activities during the year shall be disclosed in the annual financial statement; and
5.3 The Chairman shall attend the AGM and shall answer questions, though the Chairman of the Board, on the Audit Committee’s activities and responsibilities.
("AUDIT COMMITTEE")
OF THE BOARD OF DIRECTORS OF MINERVA PLC
1. AUTHORITY
1.1 The Audit Committee (“the Committee”) is authorised to investigate and undertake any activity within these terms of reference. It is authorised to seek any information it properly requires from any employee of the Company or of any subsidiary company. All such employees are directed to co-operate with any such request made by the Committee; and
1.2 If the Committee considers it necessary so to do, it is authorised to obtain external legal or other independent professional advice to assist it in the performance of its duties, to secure the services of outsiders with relevant experience and expertise and to invite such persons to attend at meetings of the Committee. The cost of obtaining such advice or services shall be borne by the Company.
2. COMPOSITION OF THE COMMITTEE
The Committee shall consist of non-executive directors of Minerva plc, the majority of which should be independent and at least one should have relevant financial experience. Any member of the Committee may at any time convene a meeting of the Committee. The quorum for any meeting of the Committee shall be two.
3. MEETINGS
3.1 The Committee shall meet not less than three times in each year at the times and locations as may be agreed by the members. The Company's auditors may at any time request a meeting of the Committee;
3.2 At the invitation of the Chairman of the Committee, the Finance Director will normally attend the meeting; and
3.3 At least once in each year, the Committee shall meet with the Company's auditors without the presence of any executive director or employee.
4. DUTIES
The duties of the Committee shall be:-
4.1 to consider the appointment of the auditors, the audit fee and any questions of resignation or dismissal;
4.2 to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process, taking into account relevant UK professional and regulatory requirements;
4.3 to discuss with the external auditors before the audit commences the annual audit plan, their approach to risk and the nature, scope and effectiveness of the audit;
4.4 to monitor the integrity of the financial statements and any formal announcements relating to the company’s financial performance, reviewing significant financial reporting developments contained in them, including:
- any changes in accounting policies and practices;
- major judgemental areas;
- significant adjustments resulting from the audit;
- the going concern assumption;
- compliance with accounting and reporting standards; and
- compliance with applicable stock exchange and legal requirements.
4.5 to discuss problems and reservations arising from the interim and final audits, and any matters the auditors may wish to discuss (in the absence of the executive directors and other management, where necessary);
4.6 to review the auditors' management letter and management's response;
4.7 to review the Company's internal financials control and, unless expressly addressed by the board itself, to review the company’s internal control and risk management systems;
4.8 to consider annually where there is a need for an internal audit function and make a recommendation to the board;
4.9 to consider the major findings of internal investigations and management's response;
4.10 to develop and implement policy on the engagement of the external auditor to supply non-audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm;
4.11 to review and update arrangements by which staff of the company, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters; and
4.12 to consider such other matters as may be requested by the Board.
5. REPORTING
5.1 The secretary of the Committee shall circulate the agenda before each meeting of the Committee to all members of the Board and the Company's auditors and, after each such meeting, shall circulate the minutes of such meeting to all members of the Board and the Company's auditors;
5.2 The Committee’s duties and activities during the year shall be disclosed in the annual financial statement; and
5.3 The Chairman shall attend the AGM and shall answer questions, though the Chairman of the Board, on the Audit Committee’s activities and responsibilities.
