THE UNITE GROUP PLC Annual Report and Accounts 2024 102 During September, we reviewed the Committee’s performance and shared the results in the December committee meeting, which determined it was working effectively meeting the Audit Committees and the External Audit: Minimum Standard. Areas of performance identified for strengthening have been captured in the Committee’s priorities for 2025. This year, we undertook a full evaluation of the Deloitte audit approach to ascertain the effectiveness of the external audit function. We are satisfied with both the auditor’s independence and audit approach and have recommended to the Board that Deloitte be reappointed as auditor in 2025. While oversight of internal audit and risk management is insourced, we consider the team independent of management, with a direct line of communication to the Chair of the Audit & Risk Committee. As is usual with an internal team, there are areas where it is appropriate to engage third parties to undertake specific pieces of work. The Board delegates certain duties, responsibilities and powers to the Audit & Risk Committee, so that these can receive focused attention. The Committee acts on behalf of the full Board, and the matters reviewed and managed remain the responsibility of the Directors as a whole. ROLE OF THE COMMITTEE The Audit & Risk Committee has delegated authority as set out in its written terms of reference. These take account of the recommendations of the Code and are available for inspection at the registered office, the AGM and on the Group website at www.unitegroup.com/about-us/corporate-governance. The Committees’ key objectives are: • To provide effective governance and control over the integrity of the Group’s financial reporting and review significant financial reporting judgements • To support the Board with its ongoing monitoring of the effectiveness of the Group’s system of internal controls and risk management systems • To monitor the effectiveness of the Group’s internal audit function and review its material findings • To oversee the relationship with the external auditor, including making recommendations to the Board on appointment and monitoring objectivity and independence. COMMITTEE COMPOSITION Committee members are all independent Non-Executive Directors appointed by the Board. The Chair is a chartered accountant with substantial experience in senior finance roles, including as Chief Financial Officer of a UK-listed company and as Audit Committee chairs of other listed and non- listed companies in the UK. The Committee as a whole has competance relevant to the sector in which the Group operates. Notably, Ilaria del Beato has extensive experience of the real estate sector and Professor Sir Steve Smith has extensive experience of Higher Education. MEETINGS The full Audit & Risk Committee meets five times a year and attendance is shown on page 93. Meetings are scheduled to coincide with key dates in the financial reporting cycle and agendas are agreed by the Committee and reviewed on an ongoing basis. During 2024, the Chair of the Board, the Chief Financial Officer, the Chief Executive Officer, Chief Operating Officer, Director of Health and Safety, the Head of Portfolio Management, Head of Risk, and the Group Finance, Risk & Assurance Director attended by invitation. The external auditor, Deloitte, attended most meetings. The Committee regularly meets separately with Deloitte without others present. Deloitte meets the Finance, Risk & Assurance Director to receive an update on any audit findings and how risks are being managed; Deloitte considers the impact of these. MAIN ACTIVITIES Meetings generally take place just prior to a Group Board meeting so that matters can be reported. The Committee reviewed the half-year and annual financial statements and the significant financial reporting judgements. As part of this review, the Audit & Risk Committee supported the Board by reviewing the financial viability and the basis for preparing the accounts on a going concern basis. This included challenging forecast cash headroom and reviewing scenarios, which were determined by management, to stress test the impact of a range of performance outcomes upon the viability of the business, in particular with regard to loan covenants. The Audit & Risk Committee also reviewed and challenged the external auditor’s report on these financial statements. The effectiveness of the external audit function was considered including the independence and objectivity of the external auditor; the appropriateness of any non-audit services provided by the external auditor to the Group; the make-up and quality of the audit team; the proposed audit approach and the scope of the audit; the execution of the audit and the quality of the audit report to the shareholders and the fee structure. Reports from Group Risk & Assurance and its audit and assessment of the control environment were discussed. The Committee reviewed and proposed areas of focus for the internal audit programme to review, including how internal audit activity will continue to align to principal Group risks. AUDIT & RISK COMMITTEE continued GOVERNANCE
