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Audit Committee

In compliance with the provisions of the revised Combined Code on corporate governance, issued by the Reporting Council in July 2003, the Audit Committee's Terms of reference are available for viewing below:

Park Group Plc

Terms Of Reference For The Audit Committee

 

CONSTITUTION

  1. The Committee will be known as the Audit Committee

MEMBERSHIP

  1. The Committee shall be appointed by the board from amongst the non-executive directors of the Company and shall normally consist of not less than three members, but where the number of non-executive directors is less than three they shall all be members of the Committee. A quorum shall be two members.
  2. The Chairman of the Committee shall be appointed by the Board.
  3. The members of the Committee will be:
       - Christopher Baker (Chairman)
       - George Marcall
       - John Dembitz

ATTENDANCE AT MEETINGS

  1. The Finance Director and a representative of the external auditors shall normally attend meetings. Other Board members shall also have the right of attendance. However, as least once a year the Committee shall meet without members of the executive Board present.

FREQUENCY OF MEETINGS

  1. Meetings shall be held not less than twice a year. The external auditors may request a meeting if they consider that one is necessary.

AUTHORITY

  1. The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.
  2. The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise, if it considers this necessary.

DUTIES

  1. The duties of the Committee shall be:

    a) to consider the appointment of the external auditor, the audit fee and any questions of resignations or dismissal

    b) to discuss with the external auditor before the audit commences the nature and scope of the audit

    c) to review the half-year and annual financial statements before submission to the Board, focussing particularly on:

    1. any changes to accounting policies and practices
    2. major judgmental areas
    3. significant adjustments resulting from the audit
    4. the going-concern assumption
    5. compliance with accounting standards
    6. compliance with stock exchange and legal requirements

    d) to discuss problems and reservations arising from the interim and final audits, and any matters the auditor may wish to discuss (in the absence of management where necessary)

    e) to review the external auditor’s management letter and management’s response

    f) to review the company’s statement on internal control systems prior to endorsement by the Board

    g) to review periodically the need for an internal audit department and if an internal audit function is created, to review the internal audit programme, ensure that the internal audit function is adequately resourced and has appropriate standing within the company

    h) to consider the major findings of internal investigations and management’s response

    i) to consider the other topics, as defined by the Board

REPORTING PROCEDURES

  1. The Company Secretary shall circulate the minutes of meetings of the Committee to all members of the Board.