JUST GROUP PLC Annual Report and Accounts 2019
72
audit Committee Report
I am pleased to present the Audit Committee Report for the year ended 31 December 2019
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 Audit 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 Audit Committee is also responsible for maintaining an appropriate relationship with the external auditor and monitoring audit activities. The Committee’s terms of reference are available on the website (www.justgroupplc.co.uk). The Audit Committee operates separately from, but alongside, the 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 Group Risk and Compliance Committee. The terms of reference are reviewed annually and during 2019 were updated to both reflect the creation of the audit committees of Just Retirement Limited and Partnership Life Assurance Company Limited and to ensure compliance with the Corporate Governance Code 2018 (the “Code”). The effectiveness of the Committee was reviewed as part of the annual Board effectiveness review which took place in December 2019 and January 2020 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 Code. As a whole the Committee has competence relevant to the sector in which the Group operates. The biographies of the members of the Committee are set out on pages 57 to 59. The Audit Committee had seven scheduled meetings during the year and also held three additional meetings and three working group meetings.
Paul Bishop Chair, Audit Committee
Attendance was as follows during 2019:
Attendance unscheduled meetings and working groups
Attendance scheduled meetings
Committee members Paul Bishop (Chair)
7/7 7/7 7/7 7/7
5/6 6/6 5/6 5/6
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, KPMG LLP, attended all meetings. In addition, the proposed new auditor for 2020, PwC, observed the Audit Committee meetings from November 2019 through to March 2020. 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 other executive management being present.
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