47153 AG Barr Annual Report 2025 AW4 SQ WEB - Flipbook - Page 83
Strategic Report
Corporate Governance
Accounts
AU D IT A N D R I S K CO M M IT TE E R E P O R T
C H A I R ’ S S TATE M EN T
On behalf of the Audit
and Risk Committee,
I am pleased to present
its report for the year
ended 25 January 2025.
The report describes
the key activities
undertaken by the
Committee during
the year and how it
has discharged its role
and responsibilities.
Nick Wharton
Chair of the Audit and Risk Committee
Composition
Role and responsibilities
From 29 January 2024 until 31 May 2024, the Audit
and Risk Committee (the ‘ARC’) comprised four
non-executive directors: Nick Wharton, Susan
Barratt, Louise Smalley and David Ritchie. With
immediate effect following the conclusion of the
annual general meeting (‘AGM’) on 31 May 2024,
David Ritchie resigned as a non-executive
director and stepped down from the ARC, and
Zoe Howorth became a member of the ARC.
Following the simultaneous resignation of
David Ritchie and appointment of Zoe Howorth,
the ARC comprised four non-executive directors,
a composition that remains in place as at the
date of this report.
The primary role of the ARC is to assist the
Board in fulfilling its oversight responsibilities.
This includes:
• Financial reporting:
– monitoring the integrity of the annual and
interim financial statements and formal
announcements relating to the Group’s
financial performance and reviewing any
significant financial reporting judgements
and disclosures, which they contain;
– if requested by the Board, providing advice
on whether the Annual Report and Accounts
are fair, balanced and understandable; and
– reporting to the Board on the
appropriateness of the Group’s accounting
policies and practices.
The ARC is chaired by Nick Wharton. The Board
is satisfied that Nick Wharton has recent and
relevant financial experience as required by
provision 24 of the 2024 UK Corporate
Governance Code (the ‘Code’). Biographical
details of the Chair and other members of the
ARC are shown on pages 64 to 65. The Board
has determined that the current composition
of the ARC as a whole has competence relevant
to the sector in which the Company operates,
to enable it to deal effectively with the matters
it is required to address and to challenge
management when necessary.
Activities of the Audit and Risk Committee
• Internal control and risk management:
– reviewing and monitoring the effectiveness
of the Group’s internal control and risk
management systems;
– reviewing and monitoring the effectiveness
of the internal audit function, which is
resourced externally, and management’s
responsiveness to any findings and
recommendations; and
– reviewing the identification and mitigation
of the Group’s existing corporate risks and
emerging risks.
Meetings
The ARC is required, in accordance with its terms
of reference, to meet at least four times per year.
The ARC met four times during the year. The
meetings are attended by the ARC members
and, by invitation, the Chair of the Board, Chief
Executive Officer, Chief Finance and Operating
Officer, the Group Finance Controller, the Chief
Legal and Sustainability Officer, the Company
Secretary and representatives from the external
and internal auditors. The ARC customarily
meets with the Chief Finance and Operating
Officer, Group Financial Controller and other
members of management, as well as privately
with the external and internal auditors.
– approving the appointment and removal
of the internal auditor;
– making recommendations to the Board
in relation to the appointment and removal
of the external auditor and approving its
remuneration and terms of engagement;
– reviewing and monitoring the external
auditor’s independence and objectivity
and the effectiveness of the audit process;
– reviewing and approving the policy on
the engagement of the external auditor
to supply non-audit services and on the
employment of former employees of the
Group’s external auditor; and
– reporting to the Board on how it has
discharged its responsibilities.
• Policies and procedures:
– reviewing and approving the terms of
reference for the Company’s Treasury and
Commodity Committee;
– reviewing the Group’s delegated authority
limits;
– reviewing and monitoring the Group’s Tax
risk management policy;
– reviewing and monitoring the Group’s
Anti-facilitation of tax evasion policy;
– reviewing and monitoring the
appropriateness of the Group’s Anti-bribery
policy and procedures;
In respect of the year to 25 January 2025
(the ‘period under review’), the ARC has:
• Financial reporting:
– reviewed and discussed with the external
auditor the key accounting considerations
and judgements reflected in the Group’s
unaudited results for the six month period
ended 27 July 2024;
– reviewed and agreed the external auditor’s
audit strategy memorandum in advance of
its audit for the year ended 25 January 2025;
– discussed and agreed the nature and
scope of the work to be performed by the
external auditors;
– received and reviewed reports from
management regarding their approach
to key accounting considerations and
judgements in the half year and full year
financial statements;
– reviewed the half year and full year
financial statements;
– discussed the report received from the
external auditor regarding its audit in
respect of the year ended 25 January 2025,
which included comments on its findings
on internal control and key audit risks and
81
