Audit Committee

The Audit Committee, which consists of the three non-executive directors, Keith Jackson (Chairman), Keith Butler-Wheelhouse and Alan Howarth, meets at least three times a year with the external auditors in attendance when required.

Terms of reference for the Audit Committee

This document sets out the main role and responsibilities of the Audit Committee of Chamberlin plc.

The Audit Committee's role and responsibilities are:

• to monitor the integrity of the financial statements of the Company and the Group, and any formal announcements relating to the Company's financial performance, reviewing any significant financial judgements contained within them;
• to review the Company's internal financial controls and, unless addressed by the Board as a whole, to review the Company's other internal control and risk management systems
• to consider, on an annual basis, whether the introduction of an internal audit function would be appropriate
• to make recommendations to the Board, for it to put to shareholders for their approval in general meeting, in relation to the appointment, re-appointment and removal of the external auditor and to approve the remuneration and terms of engagement of the external auditor
• to review and monitor the external auditor's independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements
• to develop and implement policy on the engagement of the external auditor to supply non-audit services, taking into account relevant ethical guidance, and to report to the Board, identifying any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken
• to make arrangements by which the external auditors and members of staff of the Company may, in confidence, raise issues about possible improprieties in matters of financial reporting or other matters, and to follow-up such concerns
• to review the content of the report to shareholders on corporate governance matters required to be commented on by the Combined Code
• to review its own effectiveness in relation to compliance with corporate governance best practice guidelines on the composition and responsibilities of an audit committee