Audit Committee

Monitoring the integrity of the Financial Statements of the Group and Parent.

Reviewing any significant financial reporting judgements.

Reviewing the appropriateness of accounting policies, their consistent application and disclosures in financial statements.

March 2025: 2024 Financial Statements update, conclusions and approval.

June 2025: Half year key accounting issues.

September 2025: Approval of half year financial statements.

November 2025: Year end key accounting issues overview.

March 2026: Approval of 2025 year-end financial statements.

Going concern conclusions, linkage to the viability statement.

Significant accounting issues at the half year and year end (see below).

Overseeing the Group’s relationship with the external auditors, including:

• making recommendations to the Board as to the appointment or reappointment of the external auditors;
• reviewing their terms of engagement and engagement for non-audit services; and 
• monitoring the external auditors' independence, objectivity and effectiveness.

At each meeting the Committee receives an updated report from the external auditors which either explains their plans and scope for the forthcoming audit or review or contains the conclusions from their work performed.

Reviewing the external auditors' scope and audit plan for the 2025 year-end.

Discussing the materiality levels set by the auditors.

Approval of the auditor’s remuneration.

Consideration of the results of the external audit with the auditors and management.

Assessment of the effectiveness of the external audit.

Selection of a new audit partner.

Reviewing the Group’s internal financial controls and internal control and risk management systems

Monitoring and reviewing the effectiveness of the Group’s internal audit function.

At each meeting, the Audit Committee receives:

• an update on the risk management process and a review of the latest risk matrices;
• where applicable, an update from the Group Risk and Compliance Manager on progress of internal audits and their output and recommendations; and
• Considered the Group’s arrangements for internal control and assurance in the context of the UK Corporate Governance Code, including the requirements of Provision 29.

Reviewing the Group’s corporate and operational risk register.

Selection of internal audit work planned.

Assessment of key findings raised from internal audits conducted in the year.

The Committee’s annual review and approval of the Group’s whistleblowing procedures was performed at the November 2025 meeting.

Reviewing and approving of the Group’s whistleblowing procedures.

Reviewing the Group’s policy for approval of non-audit work to the Company’s auditors.

Reviewing booking of Group reserves and resources.

The Committee’s annual review and approval of the Group’s policy for approval of non-audit work was undertaken at the November 2025 meeting.

Richard Herbert is Chair of the Capricorn’s Reserves and Resources Reporting Committee, providing direct oversight to the Audit Committee.

Review and approval of the Group policy for approval of non-audit work to the Company’s auditors.

Classification of reserves and resources for disclosure in the Annual Report.