Audit and Non Audit Services Policy

Transcription

1 Audit and Non Audit Services Policy April 2016 BREWIN DOLPHIN HOLDINGS PLC Executive Owner: Business Owner: Approved by Executive Sub- Committee Finance Director Company Secretary N/A Approved By: Audit Committee Date: Ratified By: Date : Current Version: Previous Version: Frequency of Review: Final Final Annually Next review Date: April 2017 Audit and Non Audit Services Policy 2016.docx Internal Use Only 1/1

2 1. Introduction Context and Scope 1.1. Introduction The Board of Brewin Dolphin Holdings ( BDH ) has delegated responsibility to the Audit Committee for assessing annually the independence and objectivity of the external auditors taking into account relevant UK professional and regulatory requirements and the relationship with the auditor as a whole, including the provision of any non-audit services Purpose of this Document The purpose of this Policy is to set out the requirements that must be observed to ensure that Brewin Dolphin Holdings PLC (the Company ) and its subsidiaries have an effective and independent annual audit by its external auditors Scope The scope of this policy applies to every part of the BD business and in all jurisdictions where BD operates, taking account of any specific variation under the laws and regulations of the various legal jurisdictions. This policy represents the minimum standards for all of the BD business. If applicable, additional standards that reflect local regulatory or legal requirements in specific jurisdictions must be followed, but only where this represents a higher standard than required by this policy. This policy applies to the following BD employees : all BD staff whether employed on a full-time, part-time or temporary basis Contractors BD Executive and Non-Executive Directors, Audit and Non Audit Services Policy 2016.docx Internal Use Only 2/5

3 2. Policy Definition 2.1. Identification and Management Provision of Services External auditors must only perform the following services: Audit Services Audit services which are the provision of statutory audit services including the audit of the Annual Statutory Report and Accounts, the Half-Yearly Financial Report and other services pursuant to legislation. Non-Audit Services Audit assurance services including: o Confirmatory work for regulators and tax authorities o Comfort letters o Consents and assistance with and review of documents filed with regulatory bodies o Preparation of Audit and Assurance Facility (AAF) 01/06 Approval of Provision of Non- Audit Services If there is a business case to use external auditors for the provision of Non-Audit Services not detailed in the Non-Audit Services section above permission must be sought from the Audit Committee. The Audit Committee must consider the request at its next meeting, or by if timeframes require, giving due consideration to the cumulative value of non-audit service fees Restrictions Recruitment of Former Members of the External Auditors Former employees of the external auditors who have worked on the external audit will not be recruited by BD within two years of undertaking any role on the external audit. Members of the audit team Members of the audit team must not: o hold any shares in the Company; and o have any relationships (such as family, employment, investment, financial or business) with the Company (other than in the ordinary course of business). Independence and Prohibited Services The external auditor must not provide services that have the potential to impair or appear to impair the independence of their audit role. Services which are unrelated to the audit must not be provided by the external auditor other than those services which are audit assurance services as described under Non- Audit Services above without prior approval from the Audit Committee. Prohibited services include services where the external auditor: Audit and Non Audit Services Policy 2016.docx Internal Use Only 3/5

4 o o o participates in activities that are normally undertaken by management; acts in an advocacy role for BD; or may be required to audit their own work Prohibited Non-Audit Services Book-keeping, preparation of, and other services in relation to, accounting records and financial statements of BD and its subsidiary undertakings. The design and implementation of financial information systems or financial controls. Outsourced internal audit services. Secondments to BD where the audit firm secondee acts as a BD employee or performs any decision-making, supervisory or ongoing monitoring functions. Human Resources and recruitment services. Actuarial services. Management functions. Legal services. Broker-dealer, investment advisor or investment banking services. Tax services to a person in a financial reporting oversight role Monitoring and Reporting Appointment of External Auditors The Audit Committee will be responsible for recommending to the BDH Board the appointment and re-appointment of the company s external auditor which will then be put to shareholders for approval at the Annual General Meeting. The Audit Committee must base the recommendation for re-appointment on their annual assessment of the performance of the auditors and consider whether it is appropriate for the external audit to be put out to competitive tender. If the Audit Committee does not recommend the incumbent external auditor a tender process must be undertaken by the Audit Committee and executive management of the Company to select a new external auditor. An external tender must be conducted at appropriate intervals in accordance with statutory and other requirements. The Audit Committee must oversee the selection process for the appointment of new auditors which will be based on a tender process proposed by the executive management of the Company and approved by the Audit Committee. Rotation of Audit Partners External auditors will be required to adhere to a partner rotation policy in accordance with the regulatory requirements. Auditor Relationships Relationships must remain formal whilst acknowledging that an open relationship will assist the effectiveness of the external audit. Regular meetings must be arranged between the Audit Committee and the external auditors including once at the planning stage, where the nature and scope of the audit Audit and Non Audit Services Policy 2016.docx Internal Use Only 4/5

5 will be considered, including steps taken by the auditor to respond to changes in regulatory and other requirements, and once post audit at the reporting stage. The Audit Committee must meet with the external auditors at least once a year without BD senior management being present to discuss their remit and any issues arising from the audit. Audit Scope and Fees The Audit Committee will be responsible for: approving the terms of engagement for the external auditors including any engagement letter issued at the start of each external audit and the scope of the audit; and considering and approving the audit fees which will be paid as well as any other fees which will be payable to auditors in respect of non-audit activities; and considering whether the level of fees is appropriate to enable an adequate audit to be conducted Roles and Responsibilities Executive Owner The Executive Owner of this Policy is the Finance Director, who has delegated accountability from the Audit Committee for ensuring that fees paid to auditors in respect of non-audit activities are in accordance with this policy Business Owner The Business Owner of this Policy is the Company Secretary All Members of Staff All BD employees must ensure that external auditors are only engaged in the provision of services as set out in this policy, and are not engaged in the provision of other services. 3. Breaches Any breaches of this Policy will be escalated and reported in accordance with the BDH Policy Framework. Persistent or repeated failures to adhere to this Policy may give rise to grounds for disciplinary action. 4. Further Information 4.1. Definitions Brewin Dolphin ( BD ) refers to the whole of the Brewin Dolphin Group BD-i refers to the Brewin Dolphin intranet site Audit and Non Audit Services Policy 2016.docx Internal Use Only 5/5

6 Branches refers to all BD Offices including Jersey and the subsidiary Company in Dublin. Department refers to all business areas within BD e.g. Finance, Marketing are classed as Departments within BD. Function refers to individual teams within a Department e.g. Compliance, Operational Risk are Functions of the Regulation & Risk Department. Audit and Non Audit Services Policy 2016.docx Internal Use Only 6/5