Page 37 - RFU Annual Report 2015/2016

Financial Review
35

Andrew Cosslett Chris Cuthbertson and Deborah Directors and other senior
Independent Non-Executive Director Griffin (both members of RFU employees across the Group,
Chairman of Remuneration Committee Council and Board of Directors). including the England men’s senior
(from January 2016) The Audit Committee met three team coaches. The Committee’s
Chris Cuthbertson times during the year. The Audit Terms of Reference were reviewed
Chairman of Laws Committee Committee provides independent and updated in January 2016
& Council representative Middlesex oversight on the following matters and signed off by the Board in
Sophie Goldschmidt across the Group: March 2016.
Chief Commercial & Marketing Officer
(until January 2016) external audit arrangements The Committee consists of
Deborah Griffin internal audit arrangements two non-executive members
Community Game Board and Audit internal controls of the Board (one of whom is
Committee Member & Council risk management
representative Women and Girls financial reporting independent), the RFU Chairman
Andrew Higginson fraud of the Board (ex officio), one
Independent Non-Executive Director whistleblowing Council member if co-opted by the
Chairman of Remuneration Committee Committee, and one independent
(until December 2015) member.
Chairman of the Audit Committee In accordance with its terms of
(until December 2015) reference the Committee: In 2015/16 the Remuneration
Ian Metcalfe discussed with the external Committee’s members were:
PGB Chairman & Council auditors (Mazars LLP) the nature Andrew Higginson, Chairman
representative Cambridge University and scope of the audit until December 2015 and Andrew
Dominic Proctor reviewed the RFU’s financial Cosslett, Chairman from January
Independent Non-Executive Director statements prior to their 2016 (Independent non-executive
(from March 2016) submission to the Board for member of the Board of Directors),
Ian Ritchie approval Bill Beaumont (Chairman of the
RFU Chief Executive Officer considered matters raised by the Board of Directors), Malcolm Caird
John Spencer auditors and met separately with (RFU Council member), Chris
Council representative World Rugby the RFU’s auditors in accordance Cuthbertson (RFU Board member),
Helen Weir CBE with good practice and Sean O’Hare (independent
Independent Non-Executive Director reviewed the reports of the appointee). The Committee, which
& Chairman of the Audit Committee internal auditors met three times during the year
(from January 2016) reviewed and recommended and had two tele-conferences.
Malcolm Wharton CBE improvements to the RFU’s risk In accordance with its Terms
Chairman of CGB & Council management processes of Reference, the Committee
representative England colleges
considered the suitability of the considered and agreed the Chief
Risk Management independent auditors for 2015/16 Executive’s, Executive Directors’
As part of the commitment to and recommended Mazars LLP, and other significant employees’
adopt relevant aspects of best who were duly re-appointed at remuneration packages and terms
practice in corporate governance, the June 2016 AGM and conditions of employment.
the RFU has implemented
provisions for internal controls During the year the Audit Nominations Committee
including those relating to risk Committee also carried out The Nominations Committee
management. Risk management a review of the Accounting comprises four members elected
is the responsibility of the Board Standards options, and the from members of the RFU Council
of Directors and Executive Team, election to proceed with FRS102 plus one independent member.
under the overall direction of the and treating the RFU as a Public The Committee is responsible for
Chief Financial Officer, assisted Benefit Entity, presented by drawing up a list of nominees for
by the RFU’s risk management management following the submission each year, in the case
advisors. The overall process is Financial Reporting Council’s of the President for endorsement
supervised and monitored by the decision to replace old UK GAAP by the Council and subsequent
Audit Committee. Risks continue for accounting periods starting on approval by the Annual General
to be evaluated and monitored or after 1 January 2015. Meeting and, in the case of other
against a number of criteria, The risk management framework appointments, on to the RFU Board
including a risk tolerance level of for the new east stand development to the Council for approval. For
£5m, which is regularly reviewed. that is currently underway was also 2015/16 the members of the Panel
reviewed in detail, along with the were: Jim Coulson (Chairman),
Audit Committee replacement ERP system project. John Cunningham (Secretary),
Until December 2015 the Audit Simon Collyer-Bristow, David
Committee was chaired by Andrew Remuneration Committee Ewing and Genevieve Glover
Higginson, after which Helen The Remuneration Committee, (independent appointee).
Weir became chair. The Audit under delegated authority from the
Committee comprised: Peter Board of Directors, agrees the pay
Baines (RFU Council Member), and terms and conditions of the
RFU’s Chief Executive, Executive

Annual Report 2015/16