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Audit Committee -
Terms of Reference

The Audit Committee has written terms of reference set out below.These are also available on the Group website. It reviews the draft financial statements prior to submission to the Board and monitors and makes recommendations to the Board regarding the Group’s accounting policies and considers significant matters relating to internal control procedures.

The Audit Committee keeps the scope and cost effectiveness of the external audit under review. In order to ensure the independence of its auditors is not prejudiced in any way, the Board decided on 22 February 2002 that in future the auditors, BDO Stoy Hayward LLP, will not, other than in exceptional circumstances, be used to undertake any assignment for the Group or any part of the Group not related to the audit, tax issues and the review of Interim Results. If the Executives believe exceptional circumstances do exist, the appointment of the auditors for some other assignment needs to be specifically approved in advance by the Audit Committee.The Audit Committee keeps non-audit services under review.This policy applies to all the territories in which the Group operates.The split between audit and non-audit fees for the year under review appears on page 79.

The Company has in place formal whistleblowing procedures which allow staff of the Company to, in confidence, raise concerns about possible improprieties in matters of financial reporting and other issues.These procedures are reviewed by the Audit Committee and are as follows:

  • any employee wishing to raise a concern regarding internal controls, accounting or audit matters may do so with the Senior Non-Executive Director, Roger Devlin, or the Company Secretary, April Rigby;
  • n any concerns raised will be treated in confidence, and will be investigated and any action proposed reported to the Audit Committee; and

  • the person raising the concern need not disclose their identity. However, it would be of greater benefit in investigating the situation if the person raising the concern identifies himself or herself. If their identity is disclosed their identity will not be passed on by the person receiving the complaint without the individual’s consent.

The Audit Committee’s terms of reference are:

Committee composition, capabilities and meetings

The Committee shall comprise two Independent Non-Executive Directors (with a quorum of two), appointed by the Board, all of whom possess an adequate understanding of the financial management and reporting requirements of publicly quoted companies.

The Board will appoint a suitably qualified Director other than the Chairman to chair the Committee.The Company Secretary is secretary to the Committee.

The Committee shall meet at least twice per annum and may invite to attend: the Chief Executive and the Finance Director, representatives of the external auditors and anyone else who may assist the Committee from time to time.

Current membership: John Bennett (Chairman) and Roger Devlin.The Company Secretary attends all meetings.

Relationship between the Committee and the Board

The RPS Group Plc Board:

  • reviews and agrees terms of reference put forward by the Audit Committee;
  • considers changes to the terms of reference when recommended by the Committee;
  • receives prompt summary reports after each meeting of the Committee;
  • is advised of matters for its attention at other times as deemed necessary by the Committee;
  • will refer matters to the Committee for its attention as necessary;
  • reviews annually the Committee’s policies, practices and performance; and
  • ensures that funds are available to the Committee for external advice when needed, which shall be obtained via an Executive Director.

Committee authority

The Committee shall have the authority to consider any matters relating to the financial affairs of the Group.

The Committee shall have the authority to request relevant information from any employee and employees shall be expected to respond accordingly.

The Committee may take external professional advice with respect to its responsibilities and duties.

The Committee shall have no executive responsibilities with respect to implementation of its recommendations.

Committee responsibilities and duties

Financial matters

The Committee shall review accounting policies and practices used by the Group, as well as information to be published to the London Stock Exchange prior to its submission to the Board.

The Committee shall ensure that the information presented by the Group supports a balanced, clear and understandable view of its financial position and prospects.

External audit

The Committee shall make recommendations to the Board with respect to the appointment of external auditors and will take steps necessary to satisfy itself about the continuing independence of relevant firms.

The Committee shall review the level of external audit fees.

The Committee shall review the scope of, approach to and findings from external audit work.