The role and responsibilities of the Audit Committee are set out in written terms of reference and include:

• reviewing the Group’s annual and interim reports
• reviewing the scope of the external audit and considering reports of the external auditors
• the approval of services provided by the external auditors
• recommendation of the appointment of external auditors to the Board
• reviewing and reporting to the Board on the effectiveness of the Group’s system of internal control
• the appointment of the Group’s internal auditor
• the approval of the internal audit plan and review of internal audit reports.

In order to discharge these responsibilities during the year under review, the Committee:

• reviewed the Company’s preliminary results announcement, annual report and accounts, offering document, interim report and quarterly reports
• reviewed the external auditors’ plan for the audit of the Group’s accounts, which include considerations of the scope of the audit, key risks to the accounts, confi rmation of auditor independence, the proposed audit fee and approval of the terms of engagement for the audit
• reviewed on a quarterly basis external auditor services
• reviewed the quarterly internal audit reports with the Group Internal Auditor
• approved the internal audit plan and the consequent resourcing of the function
• reviewed all reports submitted by the Group Compliance Manager
• reviewed the control environment and ensured that the Code of Business Conduct, the Code of Ethics for Senior Financial Offi cers, the Good Faith Reporting Policy, the Group Financial Reporting Guide, the Financial Monitoring Policy, the Treasury Compliance Programme and the Competition Compliance Programme are up to date and embedded in the Group processes
• reviewed and approved the Group’s risk assessment processes
• reviewed the Group’s monitoring processes over internal control.

As noted above, one of the duties of the Audit Committee is to make recommendations to the Board in relation to the appointment of the external auditors and for approving their remuneration and terms of engagement. The Committee also monitors the effectiveness of the audit process through regular contact with the auditors, review of the audit plan, the quality of the audit reports and their fi ndings and the quality of the advice given.

The Committee assesses annually the independence and objectivity of the external auditors taking into account relevant professional and regulatory requirements and the relationship with the auditors as a whole, including the provision of any non-audit services.

The Group has a policy governing the conduct of nonaudit work by the auditors. The engagement of the external auditors to provide any non-audit services must be pre-approved by the Audit Committee or entered into pursuant to pre-approval policies and procedures established by the Committee. The policy exists to ensure that the auditors do not audit their own work, participate in activities that would normally be undertaken by management, have a mutuality of fi nancial interest with the Group or act in an advocacy role for the Group.

Details of the amounts paid to the external auditors during the year for audit and other services are set out in Note 6 to the Financial Statements on page 88