Page 41 - RFU Annual Report 2017

39
Director’s Report

Corporate Governance

Group Audit Committee reviewed the reports of the internal The Committee met three times
auditors during the year. In accordance with
The members of the Audit its Terms of Reference, it considered
Committee were as follows: reviewed and recommended and advised the Board on the Chief
improvements to the RFU’s risk Executive’s, Executive Directors’
Helen Weir management processes and other significant employees’
(Chair - Independent Non-Executive remuneration packages, and their
Director) considered the suitability of terms and conditions of employment.
the independent auditors for
Mike Waplington 2016/17 and recommended the Nominations Committee
(RFU Council member) reappointment of Mazars LLP, who
were duly reappointed at the June The Committee is responsible
Deborah Griffin 2017 AGM for annually compiling a list of
(RFU Council member and member nominees to be put forward for
of the RFU Board of Directors) Remuneration Committee various positions to be filled
within the organisation. In the case
Chris Cuthbertson Under its Terms of Reference of the position of President, for
(RFU Council member and member the Committee is responsible endorsement by the Council and
of the RFU Board of Directors – for advising the Board on the subsequent approval by the Annual
attended the first meeting only remuneration and terms and General Meeting, and in the case of
before retiring from the committee) conditions of employment of the other roles, for approval by Council.
RFU’s Chief Executive, Executive
Philip Johnson Directors and other senior The Nominations Committee
(Independent appointee) employees across the Group, comprises five members, four of
including the England Men’s which are elected from the members
The Audit Committee met three Senior Team Coaches. of the RFU Council with the
times during the year. The Audit remaining position being filled by an
Committee provides independent The Terms of Reference were independent person.
oversight on the following matters reviewed in June 2017 and the
across the Group: updated Terms of Reference were The members of the Nominations
approved by the Board in July 2017. Committee were as follows:
external audit arrangements
The Committee consists of two Simon Collyer-Bristow
internal audit arrangements non-executive members of the Board (Chairman)
(one of whom is independent), the
internal controls Chairman of the Board of Directors John Cunningham
(ex officio), one further Council (Secretary)
risk management member and one fully independent
member. David Ewing
financial reporting
The members of the Remuneration Andy Shorney
fraud prevention Committee were as follows:
Genevieve Glover
whistleblowing Dominic Proctor (Independent appointee)
(Chairman – Senior Independent
In accordance with its terms of Non-Executive Director)
reference, the Committee:
Andy Cosslett
discussed with the external (Chairman of the Board of Directors)
auditors (Mazars LLP) the nature
and scope of the audit Malcolm Caird
(RFU Council member)
reviewed the RFU’s financial
statements prior to their Chris Cuthbertson
submission to the Board for (RFU Board member and Council
approval member)
considered matters raised by the Sean O’Hare
auditors and met separately with (Independent appointee)
the RFU’s auditors in accordance
with good practice

Annual Report 2017