Committee membership Shonaid Jemmett-Page (Chairman)
Angus Cockburn Tufan Erginbilgic Richard Parry-Jones
All members are independent non-executive Directors and, in the Board’s view, have recent and relevant financial experience as required by the UK Corporate Governance Code. In particular, Shonaid Jemmett-Page has held a number of senior finance roles in Unilever and is a former partner at KPMG and former Chief Operating Officer at CDC Group plc, the UK Government’s development finance institution. Angus Cockburn is currently the Chief Financial Officer of Serco Group plc and previously held senior finance positions within international organisations. The Secretary to the Committee is Jos Sclater, General Counsel & Company Secretary. The Committee met six times in 2015, with meetings generally timed to coincide with the financial and reporting cycles of the Company. Attendance at these meetings is set out in the table on page 63.
The primary role of the Audit & Risk Committee is to ensure the integrity of the financial reporting and audit processes and the maintenance of sound internal control and risk management systems. This includes responsibility for monitoring and reviewing: • the integrity of the Group’s financial statements and the significant accounting judgements contained in them, ensuring that the judgements and policies taken by management are appropriate • the appropriateness of the Group’s relationship with the external auditors, including auditor independence, fees and provision of non-audit services • the effectiveness of the external audit process, making recommendations to the Board on the appointment of the external auditors • the activities and effectiveness of the internal audit function (Corporate Audit) • the effectiveness of the Group’s internal control and risk management systems • the effectiveness of the Group’s whistleblowing policies. The Committee has independent access to the services of Corporate Audit and to the external auditors, and may obtain outside professional advice as necessary in the performance of its duties. Written terms of reference that outline the Committee’s authority and responsibilities are available on our website at www.gkn.com.
In order to maintain effective communication, we invited the Group Chairman, Chief Executive, Group Finance Director, Head of Corporate Audit, the external audit engagement partner and other members of senior management to attend Committee meetings as necessary. Members of the Committee met separately at the start of each meeting to discuss matters in the absence of any invitees.
At the conclusion of meetings, the Head of Corporate Audit and the audit engagement partner of PricewaterhouseCoopers LLP (PwC) were each given the opportunity to discuss matters without executive management being present. Both the Head of Corporate Audit and the external auditors have direct access to me should they wish to raise any concerns outside formal Committee meetings.
Our activities in 2015 principally related to financial reporting, the external audit, and internal control and risk management.
During the year, we: • considered information presented by management on significant accounting judgements and policies adopted in respect of the Group’s half year and annual financial statements and agreed their appropriateness • considered accounting matters relating to the acquisition of Fokker • examined key points of disclosure and presentation to ensure the adequacy, clarity and completeness of the financial statements • discussed with PwC its audit reports which highlighted key accounting matters and significant judgements in respect of each set of financial statements • reviewed documentation prepared to support the going concern judgement given on page 36 • considered the impact of new reporting requirements with specific focus on the viability statement.
GKN plc Annual Report and Accounts 2015