Summary of Principal Activities

Reviews of the following:

Tax Strategy

  • Annual financial statements for FY17 and interim results for FY18
  • Internal controls and the process for the identification and mitigation of principal risks
  • The plan to address the requirement to report on Payment Practices and to address the new corporate offence of facilitating tax evasion

External Auditor

  • Annual reviews of policy on use of auditors for non audit work
  • Policy on rotation of external auditor revised
  • Review of findings from the FRC Audit Quality Review team’s review of the FY17 audit which required “limited improvements” in three areas
  • Since the year end, approval of the full year annual financial statements for FY18, and approval of the new statutory audit partner for the FY19 audit onwards
  • Annual review of the business controls framework and committee terms of reference completed

Internal Audit/Compliance

  • Further progress made in plan to develop a more formal internal audit function, including appointment of a Group Assurance Manager
  • Internal Audit reviews of payment controls, supplier compliance with stock routines, offshore consolidation warehouses, colleague discounts, and processes in place with our major supplier of made-to-measure blinds
  • Further improvements made to provide assurance in respect of risk controls and mitigations, and to align to internal audit activity
  • Oversight of plan to secure compliance with the General Data Protection Regulation (GDPR)

Principal Duties

The principal duties of the Committee are to:

  • Oversee the integrity of the group’s financial statements and public announcements relating to financial performance
  • Hold the relationship with the external auditor and oversee the external audit process
  • Establish formal and transparent arrangements for considering how they should apply the corporate reporting, risk management and internal control principles
  • Oversee the internal audit process
  • Monitor the effectiveness of financial controls and the process for identifying and managing risk throughout the group
  • Monitor the financial reporting process and submit recommendations
  • Monitor the statutory audit of the annual report and financial statements
  • Review and monitor the external auditor’s independence and the provision of additional services

The Committee has approved a policy which allows employees to raise legitimate concerns in confidence without fear of discrimination, including access to an independent whistleblowing helpline. During the year, the Committee received reports detailing the calls made to the helpline.

The Committee's full terms of reference is available here:

A copy of our whistleblowing policy is available here:

Our policy on the use of the statutory auditor is available here:

Committee Membership

The following Directors served on the Committee during the year:

Name From To
Liz Doherty (Chair) 1 May 2013 To date
William Reeve 1 July 2015 To date
Peter Ruis 10 September 2015 To date
Rachel Osborne 1 April 2018 28 August 2018
Simon Emeny 25 June 2007 21 November 2017

The Company Secretary acts as secretary to the Committee.

The Chief Executive Officer, Chief Financial Officer and the Chairman of the Board usually attend meetings by invitation, along with a representative from the external auditor. Other Directors attend by invitation as required.

Committee Meetings

Committee activities in 2017/18

Four meetings were held in the year and members’ attendance was as shown in the table below.

Name Meetings attended
Liz Doherty (Chair) 4/4
Simon Emeny 2/2
William Reeve 4/4
Peter Ruis 4/4
Rachel Osborne 1/1

The Committee also met in September 2018.