Accountability and audit

Financial reporting

The Board is required to present a balanced and understandable assessment of the Company’s position and prospects. This responsibility extends to annual and half year reports and other price sensitive reports. The Company is also required to present interim management statements covering the first and third quarter trading during each six months trading, following implementation of the Transparency Directive in January 2007. For the financial year 2008/09, the Company made two such interim management statements in compliance with the regulations.

The Board is satisfied that it has met its obligations in presenting a balanced and clear assessment of the Company’s position and prospects. This assessment is provided in the Directors’ report which incorporates the Chief executive’s report, the Performance review, and the Corporate social responsibility review. The Statement of directors’ responsibilities in respect of the financial statements is set out later in this report.

Internal control and risk management

The Board has overall responsibility for the Company’s system of internal controls and for reviewing its effectiveness which covers all aspects of the business. Key risks are identified in the Performance review and include strategic, commercial, operational and financial risks. These risks are managed through a comprehensive internal control and risk management system as outlined below.

Underlying this process is the Board’s aim to safeguard shareholders’ investments and the Company’s assets. It also aims to ensure that proper accounting records are maintained, and that the financial information used within the business and for publication is accurate, reliable and fairly presents the financial position of the Company and results of its business operations.

In line with Turnbull guidance (as revised), the directors regularly review the effectiveness of the Group’s system of controls and risk management. The directors believe that appropriate steps are being taken to embed internal control and risk management further into the operations of the business and to identify opportunities for improvement which come to the attention of management and the Board. The system is designed to provide reasonable (not absolute) assurance of effective operations and compliance with laws and regulations.

As part of its review process, the Board considers new and emerging risks and also considers key external business drivers such as market trends and competitive activity. The Board also plays an important role in driving continuous improvement in the management of risk by encouraging the sharing of best practice across the business.

A summary of the principal control structure and processes in place across the Group is set out below.

Control structure and processes

The Board assesses key areas of internal control and risk management and sets policy accordingly. It tasks each business to identify and document each significant risk and to implement appropriate controls for that risk. The Board also requires the businesses to manage, monitor and report on the effectiveness of these controls.

The businesses are supported by appropriate corporate management resources which provide the technical skills and expertise needed to supplement the businesses’ own resource and to provide overall assurance for the major areas of risk. There are clearly defined lines of authority and accountability.

The internal auditors have reviewed the overall approach adopted by the Company towards its risk management activities.

The audit committee oversees both internal and external audit procedures and monitors response to any significant control issues raised.

Roles and responsibilities for each area of identified risk are outlined below:

  • Strategic delivery: through its regular meetings, the Board assesses performance against objectives. In doing so, it considers performance data and also considers external dynamics, such as shifting customer and consumer trends, that could affect the delivery of these objectives.
  • Health & safety: the Group’s health & safety team sets strategy and risk management standards. A detailed monthly review process facilitates performance measurement against targets. Governance is maintained through the coordination and delivery of an operationally focused audit which complies with Health & Safety Executive guidance. The Group function also provides a centre of excellence to support each business and site in working to defined risk management standards.

Key improvement activities are defined and assistance provided to aid the implementation of improvement activities. These activities include processes such as behavioural safety programmes, safety training initiatives and site based improvement project support. Networking is strongly supported through the operation of an annual best practice award scheme, annual safety conference and the safety function contact group activities.

A dedicated risk management steering group identifies and manages fire risk through site audits and the implementation of recommendations and standards, together with sharing of best practice.

  • Talent management and human resources: centrally driven organisational capability reviews ensure that each of the businesses and functions regularly reviews its existing management capability and succession plans in the context of the Company’s strategic plans.
  • Food safety and quality: the technical services team assesses and approves raw material suppliers, audits the quality management systems in the Group, provides guidance on compliance with food related and environmental legislation, sets technical standards and offers expertise on food science and technology. This expertise and governance is reflected in the independent accreditation of the team as UKAS Certification Body No.199 and UKAS Testing Laboratory No. 2087. The dual accreditation has again continued without interruption in 2008/09, a record that is unique to Northern Foods.
  • Asset management and engineering: contractors for building, engineering and professional services are approved by the businesses’ engineering resource in conjunction with Group Procurement and Group Health & Safety.
  • Procurement: Group Procurement supports the businesses in identifying, contracting and managing strategic supply relationships. It plays a key role in the Group’s risk management of external third party expenditure.
  • Finance: each business prepares detailed annual budgets and strategic plans, which are reviewed and updated on a regular basis. Weekly and monthly accounts are prepared for each business and performance is monitored against the original budget, and updated forecasts. The Group’s chief executive and group finance director meet on a formal basis each month to review the performance of each of the businesses with its managing director and finance director.

Capital expenditure planning, budgeting and approval of expenditure is performed by executive management, up to an agreed level delegated by the full Board.

The internal audit function reviews the standard of internal financial control and the accuracy of financial reporting through a rolling cycle of audit visits under a programme of activity approved by the audit committee.

The central finance function obtains advice and provides adequate insurance cover for major losses with appropriate levels of deductibles, through a Group programme with external insurance brokers. This cover is reviewed and negotiated annually.

Financial and treasury management oversee the principal areas of treasury risk including liquidity, interest and currency risk.

  • Information technology: the Information Services function provides appropriate systems infrastructure and back-up services to the business.
  • Legal: provides and obtains advice on a full range of legal issues across the Group, and ensures good title to properties and intangible assets.
  • Corporate social responsibility: the corporate social responsibility director ensures that there are effective systems in place for evaluating and managing social, environmental and ethical (SEE) risks. Further information is provided in the Corporate social responsibility review.

Review process

An ongoing review process includes an assessment of internal controls, in particular, internal financial controls. It also includes reports from the internal audit function as well as the external auditor on matters identified in the course of its statutory audit work.

Businesses and specialist functions report by exception on any matters arising during the year to the monthly Business review meetings. The results of formal half yearly internal reviews are taken forward to the audit committee, which oversees both internal and external audit and monitors management’s response.

The Board is therefore able to confirm that there is an ongoing process for identifying, evaluating and managing the significant risks faced by the Group, that it has been in place for the year under review and up to the date of approval of these financial statements, that it is regularly reviewed by the Board and that it accords with Turnbull guidance.

Audit committee and auditors

A principle of the Combined Code is that the Board should establish formal and transparent arrangements for considering how it should apply the financial reporting and internal control principles and for maintaining an appropriate relationship with the external auditors, Deloitte LLP. These responsibilities are delegated to and are discharged by the audit committee whose work is described within the Board committee section.