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GUARDIAN MEDIA LIMITED AND ITS SUBSIDIARIES ANNUAL REPORT 2021 21CORPORATE GOVERNANCEInternal Controls and Business Risks%u2022 Consider the effectiveness of the Company's internal control over annual and interim financial reporting, including information technology security and control.%u2022 Understand the scope of Internal and External Auditors' review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with Management's responses.%u2022 Ensure there is due process for the identification and management of key business risks having particular regard to any significant failings or weaknesses in internal control.Internal Audit%u2022 Review with Management and the Head of Group Internal Audit the Charter, plans, activities, staffing and organizational structure of the Internal Audit function.%u2022 Review the reports of the Internal Audit function including the follow up work by Management where Management Teams are responsible and accountable for closing audit issues in a timely manner.%u2022 On a regular basis, meet separately with the Head of Group Internal Audit to discuss any matters that the Committee or Internal Audit believes should be discussed privately.%u2022 Ensure that the Head of Group Internal Audit within the Group has direct access to the Chairman of the Audit Committee.External Audit%u2022 Consider annually and discuss with the External Auditors of the Group the scope of their audit prior to its commencement and, subsequently, the results, and review effectiveness of the process, taking into account relevant Professional and Regulatory requirements.%u2022 Review the External Auditor's Management Letter and any major recommendations of the External Auditor and consider Management's response.%u2022 Review the Terms of Engagement of External Auditors and recommend them to the Parent Board.%u2022 Review and confirm the independence of the External Auditors by obtaining statements from the Auditors on relationships between the Auditors and the Company, including non-audit services, and discussing the relationship with the Auditors.Compliance%u2022 Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of Management's investigation and follow-up of any instances of noncompliance.%u2022 Review the findings of any examinations by Regulatory Agencies, and any Auditor observations.%u2022 Obtain regular updates from Internal Audit and Group Legal Counsel regarding compliance matters.Meeting Attendance RecordScheduled quarterly meetingsBoard Member Board ofDirectors'MeetingsAudit CommitteeMeetingsPeter Clarke 5/5 4/4Conrad Sabga 5/5 Not a MemberJeremy Matouk 5/5 3/4Sharon Christopher 4/5 4/4Jenifer Smith 5/5 Not a MemberSonja Gittens-Ottley 5/5 Not a MemberBrian Copeland 4/5 Not a MemberDavan Maharaj 5/5 Not a Member(Continued)