Report of the Audit Committee

Introduction

The Audit Committee is chaired by Phil Hodkinson. The other members are Maarten van den Bergh, Clay Brendish, Patricia Hewitt and Carl Symon. They are all independent non-executive directors. With the exception of Patricia Hewitt, who joined the Committee on 8 May 2008, they were members of the Committee throughout the 2008 financial year. John Nelson stepped down as a member of the Committee on 13 January 2008 when he retired from the Board. The Board considers that the Committee’s members have broad commercial knowledge and extensive business leadership experience, having held – between them – various prior roles in major business and financial management, treasury and financial function supervision and that this constitutes a broad and suitable mix of business, financial management and IT experience. The Board has reviewed membership of the Committee and is satisfied that members of the Committee have the recent and relevant financial experience required for the provisions of the Combined Code. It is the opinion of the Board that the Audit Committee includes a member in the person of Phil Hodkinson who is an ‘audit committee financial expert’ for the purposes of the US Sarbanes-Oxley Act.

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