GOVERNANCE REPORT
71
audit Committee Report
I am pleased to present the Audit Committee Report for the year ended 31 December 2020
The report explains the work of the Group Audit Committee (the “Committee”) during the year. ROLES AND RESPONSIBILITIES, COMMITTEE MEMBERSHIP AND MEETINGS The Board has delegated to the Committee responsibility for oversight of the Group’s financial and regulatory reporting and the effectiveness of the Group’s systems of internal controls and related activities. The Committee is also responsible for maintaining an appropriate relationship with the external auditor and monitoring audit activities. The full responsibilities of the Committee are set out in the terms of reference, which are reviewed annually and can be found at www.justgroupplc.co.uk. The Committee operates separately from, but alongside, the Group Risk and Compliance Committee (“GRCC”), with close cooperation between the Chairs of these committees. This ensures that the audit work is focused on higher risk areas and the results of internal and external audit work can be used to inform the work of the GRCC. The effectiveness of the Committee was reviewed as part of the annual Board effectiveness review which took place in February 2021 and the Board was satisfied with the Committee’s performance. COMMITTEE MEMBERSHIP AND MEETINGS The Committee members bring a wide range of financial and commercial expertise necessary to fulfil the Committee’s duties and include appropriate life insurance accounting expertise. The Board is satisfied that the Committee Chair has recent and relevant financial experience as required by the UK Corporate Governance Code 2018 (the “Code”). As a whole the Committee has competence relevant to the sector in which the Group operates. Kalpana Shah joined as a member of the Committee with effect from 1 March 2021. The biographies of the members of the Committee are set out on pages 56 to 59. The Committee had nine scheduled meetings during the year and also held two additional meetings.
Paul Bishop Chair, Audit Committee
Attendance was as follows during 2020:
Attendance scheduled meetings
Attendance unscheduled meetings
Committee members Paul Bishop (Chair)
9/9 9/9 9/9 9/9
2/2 2/2 2/2 2/2
Steve Melcher Keith Nicholson
Clare Spottiswoode
In addition to the members of the Committee, members of the executive and senior management teams attended the meetings to submit reports in their areas of responsibility. Other Non-Executive Directors were also invited to attend and contributed to the challenge and debate. The Group’s external auditor, PricewaterhouseCoopers LLP (“PwC”), attended all meetings during the year. Their predecessor, KPMG LLP, attended all meetings from January through to March 2020 in respect of the audit of the 2019 Annual Report and Accounts. The Committee set aside time at the beginning of each meeting without management present. The Chair also met separately with the external auditor and the Director of Group Internal Audit without executive management being present during the year.
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