The Code recommends that all members of the Committee be Non-Executive Directors, independent in character and judgement and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgement and that at least one such member has recent and relevant financial experience. Accordingly, the Committee comprises all three independent Non-Executive Directors including me as Committee Chairman, considered by the Board to have recent and relevant financial experience due to my previous experience as an Audit Committee Chair in another publicly listed company, in other senior financial roles, and my FCA and FCCA qualifications.
I have over 35 years’ experience in senior general and financial management roles in Retail, FMCG and property investment and management and have been involved with business transformation and turnaround projects in companies ranging from large multi-nationals to mid-sized businesses and start-ups. I have also held Non-Executive positions, including four years at Beale plc, during which I was initially senior independent Director and then Non-Executive Chairman. Whilst at Beale plc, I served as chair of both audit and remuneration committees. I have solid experience in retail and many other complimentary sectors and am therefore suitably experienced to lead the Committee.
Regular Committee meetings are also normally attended by the Chief Executive Officer, Chief Financial Officer and our external auditor, PwC. The Chief Financial Officer, who is also the Company Secretary, acts as secretary to the Committee. Other members of management, particularly senior financial managers, may be invited to attend depending on the matters under discussion.
The Committee meets at least twice a year at the appropriate times in the reporting and audit cycle and seeks also to ensure that twice per annum there is an opportunity for meeting time with the external auditor without members of management present. The Committee was set up by the Board to assist it with its responsibilities in respect of financial reporting, including reviewing annual and half-year results, external auditing, internal controls, and advising on the independence and appointment of the external auditor. The Committee routinely reviews the impact of any upcoming changes in accounting treatment as a result of new or modified IFRS that are likely to materially impact the Group and also reviews as a matter of course any matters considered by the external auditor to be of significant audit risk.
PricewaterhouseCoopers LLP (“PwC”) was appointed as the Group’s external auditor on 29 January 2018; the period under review represents their fourth year of audit. The Committee is satisfied that PwC has undertaken its responsibilities as the Group’s external auditor to a high standard and therefore the Committee will be recommending that PwC be reappointed as auditor at the 2021 Annual General Meeting (“AGM”). The PwC audit partner responsible for the Group is Randal Casson.
During the year, the Directors continued to assess the following key areas:
- Board governance, including the Committee and the procedure for assessing the Group’s key risks;
- management accounting processes to ensure that high-quality information is provided to the Board;
- external financial reporting procedures and audit arrangements and reporting standards, with a particular focus in the prior and current year on the impact and disclosures relating to IFRS 16, as well as the appropriateness of going concern conclusions and stress testing;
- complex transactions such as the arrangements to surrender and regear a number of leases including deferred consideration and a subsequent renegotiation of the consideration following the Government enforced closure of venues, and the accounting for a number of unique circumstances, including reliefs provided by stakeholders as a result of COVID-19;
- information systems; and
- budgeting and forecasting procedures and controls.
The Directors recognise the need to maintain robust financial reporting procedures, review them on a continuing basis and adapt them to changing circumstances. Their review forms part of the Committee’s agenda going forward together with its wider role and responsibilities, which are set out in more detail in this report.
I hope to be able to take any questions from shareholders at the AGM on 22 December 2021, at which the Annual Report will be approved, to answer any questions on the work of the Audit Committee.
Chair of the Audit Committee
15 November 2021