The Committee has continued to monitor the integrity of the financial statements and supported the Board with its ongoing monitoring of the risk management and internal control systems. It determined internal audit activity, reviewed findings and considered progress by management in implementing recommendations. It challenged the approach to assess the Group’s ability to continue as a going concern and its loan covenant compliance, by reviewing various scenarios for future performance. During July, we reviewed the effectiveness of both the internal and external audit provision. Both we found to be effective and maintaining suitable levels of independence. Further improvements were suggested for both external and internal audit teams, refining their approach to use of technology and ensuring focus is maintained upon key business objectives, respectively. 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 Committee’s 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 effective risk management and internal control framework. • 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, effectiveness 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 competence 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 four 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 2025, the Chair of the Board, the Chief Financial Officer, the Chief Executive Officer, Chief Operating Officer, Group Finance Director, Financial Controller, Director of Health and Safety, Technology and Digital Director, Head of Information Security and Resilience, Head of Corporate Communications, Head of Risk, and the Group Finance, Risk & Assurance Director attended by invitation. The external auditor, Deloitte, attended all meetings. The Committee regularly meets separately with Deloitte without others present. Deloitte meets the Group Finance Director to receive an update on any audit findings and how risks are being managed; Deloitte considers the impact of these. MAIN ACTIVITIES Committee meetings generally take place just prior to a Group Board meeting so that matters can be reported to the Board. 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 including how they met the agreed audit plan and the reasons for any changes, perceived audit risks and the work undertaken by themselves to address those risks. AUDIT & RISK COMMITTEE continued THE UNITE GROUP PLC Annual Report and Accounts 2025 104 GOVERNANCE
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