Agriculture and Horticulture Development Board Audit Committee Terms of Reference

  1. Constitution

    The Board of AHDB has established an Audit Committee in accordance with HM Treasury guidelines.

  2. Membership

    The Committee shall be appointed by the Board from amongst the members of the Board and shall consist of not less than four members, two of which should be independent Board members. A quorum shall be two members.

    The Chairman of the Committee, who shall be a member of the Board other than its Chairman, shall be appointed by the Board.

    Board members who are not members of the Audit Committee shall have the right of attendance.

  3. Attendance at meetings

    The Chief Executive of AHDB, Interim Director of Finance, Interim HR Director and representatives of the external and internal auditors shall normally attend meetings.

    The Committee may at its discretion ask any or all of those who normally attend but who are not members to withdraw to facilitate open and frank discussion of particular matters.

  4. Frequency of meetings

    Meetings shall be held as necessary and normally four times a year to coincide with the audit cycle. The internal or external auditors may request a meeting if they consider that one is necessary.

  5. Scope

    The Committee will cover all aspects of the operations of AHDB and its Sector Companies and subsidiaries.

  6. Authority

    The Committee is authorised by the Board to investigate any activity within its terms of reference. 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 this necessary.

  7. Responsibilities

    Audit Committee members will be supplied with the HM Treasury Audit Committee Handbook and will be expected to request additional training and guidance as appropriate.

    The Audit Committee will advise the Board on:

    • The strategic processes for risk, including approval of the Risk Policy, Fraud Policy and Risk Register, plus control and corporate governance of AHDB and any subsidiary companies
    • the Statement on Internal Control
    • the appointment of any external auditor sub-contracted to the National Audit Office
    • the appointment of the internal auditor;
    • the nature and scope of the internal and external audit
    • the annual financial statements focusing particularly on :
    • any changes to accounting policies and practices
    • significant adjustments resulting from the audit
    • compliance with accounting standards and legal requirements;
    • problems and reservations arising from the internal or external audits, and any matters the auditor may wish to discuss (in the absence of management where necessary);
    • the major findings of internal investigations and management's response.
    • the operation of the Code of Best Practice for Board members, and of the Code of Conduct for Staff of AHDB.

  8. Whistle Blowing

    The Audit Committee shall review the AHDB's arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Committee shall ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action.

  9. Reporting procedures

    The Audit Committee will issue a formal report to the Board at least once per year. The minutes of the Audit Committee meetings will be issued to all members of the Board.