Urenco Annual Report 2022

66 Urenco Annual report and accounts 2022 Chair’s statement Frank Weigand Chair, Audit Committee On behalf of the Board, I am pleased to present the report of the Audit Committee for the year ended 31 December 2022. The Audit Committee (the 'Committee') is a committee of the Board of Directors of the Company. Its role is to monitor, on behalf of the Board, the Group’s financial reporting, the integrity of its financial statements and its systems of internal control (financial, operational, compliance and risk management). The Committee provides updates and, where appropriate, recommendations to the Board on these matters. During 2022, the Committee has continued to play an important role in ensuring high-quality financial reporting and providing assurance to the Board on the effectiveness of the internal control environment. Together with my fellow Committee members, we have responded to developments during the year as required, focusing on key matters which arise in addition to our planned work programme. Looking ahead, we intend to continue focusing on the audit, assurance, financial reporting and risk processes within the business as it continues to evolve. Summary of the role and responsibilities of the Committee In accordance with its Terms of Reference, the Committee’s key responsibilities include, but are not limited to: • Monitoring the integrity of the annual and half-year financial statements and the appropriateness of accounting policies; • Approving, with the Board’s authority, the half-year financial statements; • Making recommendations to the Board concerning adoption of the Annual Report and Accounts, and advising the Board as to whether they are fair, balanced and understandable; • Reviewing regular reports from management regarding new and emerging risks, and uncertainties of the Group (see details of these on pages 44 to 49); • Reviewing the significant financial reporting topics, new accounting standards’ impact, and challenging significant accounting judgements and estimates contained in the financial statements; • Reviewing and monitoring the systems of internal and financial control and risk management; • Overseeing the Group’s relationship with the external auditors, including monitoring and reviewing the external auditor’s independence, objectivity and effectiveness; approving the external audit fees; and recommending the appointment of auditors to the Board for approval each year; • Monitoring and reviewing the effectiveness of the internal audit function, and reviewing the internal audit plan, internal audit reports and management’s responses to findings and recommendations; and • Reviewing any material investigations instigated in response to allegations of suspected or actual fraud, impropriety or any behaviours that are contrary to Urenco’s Code of Conduct and values, as committed by Urenco employees, any associated persons or any third parties operating on behalf of Urenco. A copy of the Committee’s Terms of Reference is available on Urenco’s website at www.urenco.com An annual review of the Terms of Reference was conducted at the Committee meeting on 2 March 2023 and the Terms of Reference were updated following Board approval on 8 March 2023. Composition of the Audit Committee The Committee comprises three members: • Frank Weigand (Non-Executive Director and Committee Chair) • Miriam Maes (Non-Executive Director) • Justin Manson (Non-Executive Director) Biographies for Committee members can be found on Urenco’s website at www.urenco.com. Given that all of the Committee members are appointees of the Company’s shareholders, they are not considered independent under guidance contained in the UK Corporate Governance Code. 1 Meetings The Committee is required, under its Terms of Reference, to meet at least three times a year. During 2022, the Committee met five times. 2 The membership and attendance record of the Committee members during the year is set out below. Number of meetings in 2022 Meetings attended Frank Weigand 5 5 Miriam Maes 5 5 Justin Manson 5 5 Governance Audit Committee Report 1 Asanon-listedcompany,theCompany isnotsubjecttotheUKCorporateGovernanceCodebutseekstoapplytheprinciplesoftheCodewhereappropriatetodoso. 2 24February,7July,4August,4Octoberand12December. Governance 02