• Overseeing the relationship with the external auditor including, but not limited to, assessing its independence, objectivity and effectiveness • Reporting to the Board on the procedures for responding to whistleblowing, fraud or potential breaches of anti-bribery legislation A full copy of the Committee’s terms of reference can be found in the Investor Relations section of the Group’s website at www.nccgroup.trust/uk/about-us/investor-relations. Activities during the year During the year, the Committee: • Assessed the effectiveness of the 2021 external audit process and Audit Committee effectiveness • Reviewed the FRC Audit Quality Inspection and Supervision Report with respect to KPMG LLP • Undertook a Committee evaluation exercise to assess where the Committee should best focus its attention • Received a summary of regulatory updates including health and safety updates documenting new initiatives and activities • Considered recent technical updates including guidance issued by the Financial Reporting Council • Received regular briefings from the Director of Global Governance summarising risk management and control issues • Reviewed the findings from the internal audit projects conducted during the year and approved the internal audit plan for the forthcoming year • Reviewed the findings from the audit for the year ended 31 May 2022 and from the auditor’s review of the half-year results to 30 November 2021 • Continued focus on quality of earnings and adherence to Individually Significant Items accounting policy • Reviewed all significant accounting areas and areas of key estimation. Reviewed KPMG audit conclusions in these areas • Reviewed the accounting treatment in respect of the acquisition of the IPM business including key estimates associated with this transaction. Reviewed KPMG audit conclusions in these areas • Reviewed management’s going concern and Viability Statement assessment, including macro-economic considerations. Reviewed KPMG audit conclusions in these areas • Received a self-assessment of the finance controls highlighting enhancements made during the year, areas of continuous improvement and specific actions to implement minimum control standards • Reviewed a summary of why management considers the Annual Report is fair, balanced and understandable
Composition The Audit Committee is chaired by me, a Chartered Accountant of 43 years’ standing. I have previously served as the Finance Director of Unipalm plc, before becoming Chief Financial Officer of Searchspace Limited until 2005. Both businesses operated in digital technology sectors. My earlier career included roles with BICC Group and accountants Arthur Andersen. Until March 2022, I was also a member of the audit committee at Blue Prism Group plc. I currently chair the audit committee at Nanoco Group plc (both companies are listed companies), which provides me with an additional external perspective to bring to my chairing of this Committee. The Board considers that I have the recent and relevant experience required by the Code. Mike Ettling served on the Committee throughout the year. Jonathan Brooks served on the Committee from 1 June 2021 until he retired from the Board on 27 January 2022. Julie Chakraverty joined the Committee when she was appointed to the Board on 1 January 2022. On 1 September 2022, Lynn Fordham joined the Committee. Julie and Lynn bring welcome new experience with their strong backgrounds and are strong additions to the Committee’s membership. All members of the Committee are considered to be independent and the Committee as a whole continues to have competence in the technology sector. Summary biographies of each member of the Committee are included on pages 78 and 79. Meeting frequency and attendance The terms of reference for the Committee require at least three meetings per year. During this financial year the Committee met five times. As well as the members of the Committee, standing invitations are given to the Chair, the other independent Non- Executive Directors, the Chief Executive Officer, the Chief Financial Officer, the Group Financial Controller, and the Group Director of Global Governance, with other attendees also attending by invitation. The external auditor also attends each meeting. During the year the Committee met, on a number of occasions, with the external auditor without the Executive Directors being present. In addition, following the appointment in early 2020 of the Group’s Director of Global Governance, who heads up the Group’s internal audit function, a number of meetings were held with her without management being present. The attendance during the year of individual Committee members at Audit Committee meetings is shown in the table below:
Attendee
Meetings attended
5
5
Chris Batterham
2
2
Julie Chakraverty 1
4
5
Mike Ettling 2
4
4
Jonathan Brooks 3
At all times all of the Committee meetings remained quorate. Meetings attended Possible meetings 1 Julie Chakraverty was appointed to the Board on 1 January 2022. 2 Unable to attend one meeting due to sudden illness. 3 Jonathan Brooks retired from the Board on 27 January 2022.
NCC Group plc — Annual report and accounts for the year ended 31 May 2022
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