Terms of Reference for the Audit Committee

Membership
The members of the Committee shall be at least three non-executive directors. Members of the Committee will be independent of management and free of any business or other relationships (including, without limitation, cross directorships or day to day involvement in the management of the business) which could interfere with the exercise of their independent judgement. At least one member must have recent and relevant financial experience. The Chairman of the Committee shall be a member of the Risk & CSR or any successor Committee.

The Chairman of the Committee shall be appointed by the Board.

The quorum of the Committee shall be two members.

Secretary
The secretary of the Company shall be the secretary of the Committee.

Attendance
The CFO, the Head of Internal Audit and a representative of the external auditors shall normally attend meetings. The Chairman, the CEO and other Board members shall also attend on invitation.

At least once a year the Committee shall meet (i) the external auditors and (ii) the internal audit function, in each case without executive directors present.

Frequency of meetings
Meetings shall be held at least four times a year. The external auditors may request a meeting if they consider that one is necessary.

Operation
The Committee reports its activities and makes recommendations to the Board.

The principal function of the Committee is to ensure that appropriate controls and processes are in place to identify all risks relating to financial reporting and that these risks are being effectively monitored and managed. The Committee also reviews accounting policies affecting QinetiQ and disclosure in the financial statements of the group accounts.

The Committee is authorised by the Board to investigate any activity within its terms of reference, including any areas of concern as to financial impropriety. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers it necessary.

Duties
The duties of the Committee shall be to (in relation to each main area of responsibility):

External audit

  • Consider the appointment/re-appointment of the external auditor, the audit fee, and any questions of resignation or dismissal of the external auditors and make recommendations to the Board accordingly;
  • Discuss and agree with the external auditor before the annual audit cycle the nature and scope of the audit and that appropriate planning is in place for the audit;
  • Review annually the cost effectiveness of the audit and assess the qualifications, skills and resources, effectiveness and independence of the external auditors and the overall external audit process;
  • Assess the procedures in place to ensure the independence and objectivity of the external auditor annually and develop and recommend to the Board appropriate policies in relation to the provision of non-audit services by the external auditors.

Financial reporting

  • Review the significant financial reporting issues and judgements, and the completeness of disclosures made, in connection with the preparation of the Group's financial statements, interim reports and formal statements, focusing particularly on:
    • any changes in accounting policies and practice
    • major judgmental areas
    • significant adjustments resulting from the audit
    • the going concern assumption
    • compliance with accounting standards
    • compliance with Stock Exchange Listing Rules and other legal requirements
    • financial risk management (including in relation to treasury, interest rates, currency, liquidity, financial instruments, maturity of financial liabilities, interest rate and currency sensitivity analyses);
  • Discuss any problems and reservations arising from the Interim Review and full year audit, and any matters the auditors may wish to discuss (in the absence of management where necessary) and, at the end of the audit cycle, assess the effectiveness of the audit process;
  • Review the external auditor’s management letter and management’s response;
  • Monitor the integrity and effectiveness of the Group’s system of internal control relating to financial reporting risk and make recommendations to the Board;
  • Review the group’s financial and accounting policies and practices;
  • Determine with the external auditors and the QNA Audit Committee (and review periodically) the basis on which the Group Audit Committee maintains oversight of the external audit process, audit points and control findings to the extent required to exercise its financial reporting oversight responsibilities;
  • Review, together with the Risk & CSR Committee, the proposed statement on the directors’ review of the group’s system of internal control prior to endorsement by the Board.

Internal Audit and controls

  • Oversee all aspects of the work of Internal Audit, with the Audit Committee being the primary reporting line for internal audit;
  • Liaise with the Risk & CSR Committee in relation to audits of risk management systems and internal controls which fall within the Risk & CSR Committee’s remit;
  • Review twice-yearly the internal audit programme; whilst retaining overall responsibility for the approving the internal audit plans, the Committee will co-ordinate its response with the Risk Committee in relation to internal audit review of risk management systems;
  • Approve the appointment/termination of appointment of the Head of Internal Audit and be consulted on his/her remuneration including any bonus awards;
  • Consider the level of co-ordination between the internal and external auditors;
  • Ensure that the internal audit function has adequate resources and maintains an appropriate standing within the group;
  • Review reports from internal audit relating to any areas of activity which may impact the quality of financial reporting or compliance with reporting requirements and accounting standards;
  • Review annually the effectiveness of the internal audit function and the alignment of its activities with international internal audit standards;
  • Review periodically with the QNA Audit Committee the basis on which the Group Audit Committee maintains a view of the effectiveness of QNA internal audit, including the degree of Group Internal Audit involvement in QNA internal audit planning, the prior review of the QNA internal audit plan, and the extent to which QNA audit findings are made available to the Audit Committee;
  • Review annually the appropriateness of the process for reporting and investigating allegations of malpractice pursuant to the QinetiQ whistleblower policy; and receive assurance from the QNA Audit Committee on the effectiveness of the QNA whistleblower policy and process;
  • Review a summary report on issues raised through the whistleblower system and consider the major findings of internal investigations and management’s response;
  • Consider other matters as defined by the Board;
  • Report on all of the above to the Board.

Minutes
The minutes of meetings of the Committee shall be circulated to all members of the Board.

Other
The Committee shall review on an annual basis the Committee's effectiveness and recommend to the Board any necessary changes.

The Committee shall maintain with the QNA Audit Committee an agreed approach to assessing the effectiveness of the QNA Audit Committee so as to provide a basis for the Group Audit Committee to place reliance on its work.

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Terms of Reference for the Audit Committee