- Annual Review 2006
- Overview
- Chairman's message
- Interview with the chief executive
- Selected financial data
- Features
- Review of operations
- Financial information by business unit
- Summary financial statements
- Australian Corporations Act - summary of ASIC relief
- Independent auditors' statement
- Management overview
- Directors' report
- Remuneration report
- Corporate governance
- The board
- Board committees
- Directors' dealings in shares
- Communication
- Statement of business practice
- Responsibilities of the directors
- Going concern
- Board's statement on internal control
- Board's statement on disclosure controls and procedures
- New York Stock Exchange
- New Zealand Stock Exchange
- Principal auditors
- Audit committee
- Report of the Audit committee
- Report of the Nominations committee
- Audit committee charter
- Shareholder information
- Useful addresses
- Investor calendar
- Publications
Report of the Audit committee
The Audit committee met seven times in 2006. It monitors developments in corporate governance in the UK, Australia and the US, to ensure the Group continues to apply high and appropriate standards.
The charter is subject to regular discussion and review.
There is in place a set of procedures, including budgetary guidelines, for the appointment of the external auditor to undertake non audit work, which aims to provide the best possible services for the Group at the most advantageous price. The committee reviews the independence of the external auditors on an annual basis and a process is also in place to review their effectiveness to ensure that the Group continues to receive an efficient and unbiased service. The Audit committee advised the directors that it is satisfied that the provision of non audit services by the external auditors during 2006 is compatible with the general standard of independence for auditors imposed by the Australian Corporations Act 2001. Furthermore, as part of its responsibility to foster open communication, the committee meets separately with management, the external auditors and the internal auditor.
Financial expert
The Audit committee reviewed the SEC requirements for audit committees' financial experts and the Code requirement that at least one committee member should have recent and relevant financial experience. Following a detailed review, the committee recommended to the board that Michael Fitzpatrick, Andrew Gould and Sir David Clementi be identified as the Audit committee's financial experts in the 2006 Annual report and financial statements. The board has also concluded that Michael Fitzpatrick, Andrew Gould and Sir David Clementi possess the requisite skills, experience and background to qualify for the purpose of clause C.3.1 of the Code.
2006 financial statements
The Audit committee has reviewed and discussed with management the Group's audited financial statements for the year ended 31 December 2006.
We have discussed with the external auditors the matters described in the American Institute of Certified Public Accountant Auditing Standard No. 90, Audit committee communications, and in the International Standard on Auditing (UK and Ireland) 260, Communication of Audit Matters with those charged with governance (ISA 260), including their judgements regarding the quality of the Group's accounting principles and underlying estimates.
The committee has discussed with the external auditors their independence, and received and reviewed their written disclosures, as required by the US Independence Standards Board's Standard No. 1, Independence Discussions with Audit Committees and ISA 260.
Based on the reviews and discussions referred to above, the committee has recommended to the board of directors that the financial statements referred to above be included in the 2006 Annual report and financial statements.
Andrew Gould (Chairman)
Sir David Clementi
Vivienne Cox
Michael Fitzpatrick
Lord Kerr
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