Audit Committee - Terms of Reference

1.0

   1.1

Introduction

These summary terms of reference govern the procedures and conduct of The Royal Mint Limited Audit Committee.

2.0

  2.1

Audit Committee objectives

The Audit Committee will report to the Board of Directors on the adequacy of audit arrangements (internal and external) and on the implications of assurances provided in respect of risk and control in the Royal Mint Limited.

3.0

  3.1

Authority

The Royal Mint Limited Board of Directors authorise the Audit Committee, within the scope of its responsibilities, to:

• seek any information it requires from:

–        any employee or director (and all such employees and directors will be directed to co-operate with any request made by the Audit Committee).

–        external parties.

• obtain outside legal or other professional advice.
• ensure the attendance of Royal Mint Limited management at meetings as appropriate.

4.0

  4.1

Organisation

Membership

All members of the Audit Committee shall be independent non-executive directors of the Royal Mint Limited.  The Audit Committee shall consist of not less than three and no more than six members. The Chairman of the Board of Directors will not be a member of the Committee.  The membership of the Audit Committee shall be published in the Royal Mint’s annual report.

4.2

The chair of the Audit Committee will be nominated by the Board of Directors from amongst the independent non-executive directors. The chair of the Audit Committee will have recent financial experience.

4.3

A quorum for any meeting will be two members.

4.4

The secretary of the Audit Committee will be appointed by the Chair of the Audit Committee.

4.5

Committee meetings

The Audit Committee may invite such other persons to its meetings as it deems necessary.  The Chairman of the Board, the Chief Executive and the Finance Director will generally be invited to attend all Audit Committee meetings. The Director representing UK Government Investments will be entitled to attend all meetings.

4.6

The internal and external auditors should be invited to attend each meetings of the Audit Committee and to make presentations as appropriate.

4.7

Meetings should be held not less than two times a year.  Special meetings may be convened as required.

4.8

The Head of Internal Audit, the Director of the National Audit Office responsible for the Royal Mint Trading Fund’s external audit together with the Head of the External Auditors of the Royal Mint Limited  have right of access to the Audit Committee.  Internal audit or the external auditors may request the Chairman to convene a meeting if they consider that it is necessary.

4.9

Voting arrangements

Each member of the Audit Committee shall have one vote which may be cast on matters considered at the meeting.  Votes can only be cast by members attending a meeting of the Audit Committee.

5.0

5.1

Roles and responsibilities

The Audit Committee will be responsible for reviewing:

Risk management and internal control

Internal audit

Financial reporting – annual financial statements

External audit

Compliance with laws and regulations

  5.2

Reporting responsibilities

The Audit Committee will:

Regularly update the Royal Mint Limited’s Board of Directors about Audit Committee activities (and circulate minutes of meetings of the Audit Committee to all members of the Board) and make appropriate recommendations; and report annually on the work of the Committee.