Purpose
The purpose of the Audit Committee (“the Committee”) is to assist the board of directors (“the Board”) of Center Parcs (Holdings 1) Limited, its subsidiary undertakings and Center Parcs Ireland Limited (together “the Group”) to establish formal and transparent arrangements for considering how they should apply corporate reporting, internal control principles and for maintaining appropriate relationships with their auditors.
Membership
The Committee shall consist of a minimum of 3 members appointed by the shareholder.
The Chair of the Committee shall be appointed by the shareholder from amongst the members of the Committee. In the absence of the Chair of the Committee, the remaining members present will elect one of themselves to chair the relevant meeting.
At least 1 member of the Committee shall have recent and relevant financial experience and competence in accounting and/or auditing.
Meetings
The Committee shall meet at least twice a year and at such other times as it sees fit. The quorum for meetings of the Committee shall be any two (2) members. Only members of the Committee have the right to attend Committee meetings. However, other individuals and external advisers shall be invited to attend for all or part of any meeting to provide information, assist with decision making and provide further information as required.
Notice and minutes of meetings
Meetings of the Committee shall be called by the secretary of the Committee at the request of the Chair of the Committee. Notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, will be forwarded to each member of the Committee and any other person required to attend in advance of the meeting (in sufficient time to enable consideration of the issues). Meetings may be held in person or electronically.
Duties
The Committee shall:
Financial reporting
The Committee will (taking into account the views of the external or internal auditors):
- monitor the integrity of the financial statements of the Group, including its annual and half-yearly reports and, any other formal announcement relating to its financial performance (unless otherwise reviewed by the Board), and review significant financial reporting issues and judgements contained in them;
- in particular, review and challenge where necessary
- the consistency of application of accounting policies, both on a year-on-year basis and across the Group, and any changes to such policies
- the methods used to account for significant or unusual transactions where different approaches are possible; and
- whether the Group has followed appropriate accounting standards and made appropriate estimates and judgements, taking into account the external auditor’s views on the financial statements; and
3. where requested by the Board, review the content of the annual report and accounts and advise the Board on whether, taken as a whole, the annual report is fair, balanced and understandable and provides the information necessary for stakeholders to assess the relevant company’s performance, business model and strategy.
Internal Audit
The Committee will:
- consider the policies and procedures to ensure the independence and effectiveness of the internal audit function including that it has (i) adequate resources, (ii) appropriate access to information and (iii) adequate standing and is free from management or other restrictions;
- review and assess the annual internal audit plan to ensure it is aligned to the key risks of the business and receive regular reports on work carried out;
- monitor and annually review the effectiveness of the internal audit function; and
- review reports addressed to the Committee from the Head of Internal Audit on internal control matters.
External Audit
The Committee will:
- consider the policies and procedures to ensure the independence and effectiveness of the external auditor including considering and making recommendations to the Board, in relation to the appointment, re-appointment and removal of the Group’s external auditor. The Committee will develop and oversee the selection process for a new auditor ensuring that all tendering firms have access to necessary information and individuals during the tender process. If an external auditor resigns, the Committee will investigate the issues leading to this and decide whether any action is required;
- oversee the relationship with the external auditor including (but not limited to):
- approving the terms of engagement, including any engagement letter issued in connection with each audit and the scope of the audit;
- assessing annually the auditor’s independence and objectivity;
- develop, recommend to the Board, and implement the Group’s formal policy on the provision of non-audit services by the auditor to ensuring that there is prior approval of non-audit services, considering the impact this may have on independence, taking into account the relevant regulations and ethical guidance in this regard and reporting to the Board on any improvement or action required by it in this respect;
- reviewing and approving the annual audit plan, and ensuring that it is consistent with the scope of the audit engagement, having regard to the seniority, expertise and experience of the audit team;
- reviewing any representation letter(s) requested by the external auditor before they are signed by management and management’s response to the external auditor’s findings and recommendations;
- approve their remuneration, including both fees for audit and non-audit services, and ensure that the level of fees is appropriate to enable an effective and high-quality audit to be conducted; meeting with the external auditor at least annually without management present to, for example, discuss the auditor’s remit and audit findings; and
- consider the amount of non-audit work undertaken by the audit firm.
Reporting responsibilities
The Chair of the Committee shall formally report to the Board of the relevant company on the Committee’s proceedings after each Committee meeting.
Other matters
The Committee will:
- have access to sufficient resources in order to carry out its duties, including access to the Group’s Company Secretary for assistance, as required;
- work and liaise as necessary with all other committees of the Group; and
- at least annually, review its terms of reference to ensure it is operating effectively and recommend any changes it considers necessary to the Board for approval.
Authority
The Committee is authorised to:
- seek any information it requires from any employee of the Group in order to perform its duties; and
- obtain, at the Group’s expense, legal or other professional advice on any matter within its terms of reference.
Last updated: January 2024