The audit committee reviews and reports to the Board on the Group's financial reporting, internal control and risk management systems and the independence and effectiveness of the Auditors.

Tony Osbaldiston

Chair Of
The Audit Committee

Number of meetings

3

Members

Tony Osbaldiston (chair)
Alun Griffiths
Louise Hardy
Rosie Toogood
Mark Pegler (since his appointment in October 2022)

2023 key achievements

• Oversaw the continued development of the Group's systems of risk management and internal control.
• Reviewed and recommended to the main board the report and accounts for the 2023 interim accounts and the year ended 25 March 2023.
• Reviewing management's response to the FRC's request for information in November 2022 under the FRC Corporate Reporting Review Operating Procedures.

Membership

All committee members during the year were independent non-executive directors in accordance with the Code.

The members have been selected to provide the wide range of financial and commercial expertise necessary to fulfil the committee's duties. Tony Osbaldiston, Mark Pegler and Rosie Toogood are all chartered accountants.

By invitation, there were a number of other regular attendees, including internal and external auditors. Kevin Whiteman, Alan Dunsmore, Adam Semple, Mark Sanderson and Gemma Mortimer (until December 2022 and then Matt Gamble), our Group financial controller, also attended each meeting by invitation.

Meetings are held at least three times per annum and additional meetings may be requested by the external auditor.

There were three meetings in the year.

Role and key responsibilities

The primary function of the committee is to assist the board in fulfilling its oversight responsibilities. This includes reviewing the financial reports and other financial information before publication. The committee assists the board in achieving its obligations under the Code in areas of risk management and internal control, focusing particularly on areas of compliance with legal requirements, accounting standards and the Listing Rules (Listing Authority Rules for companies listed on the London Stock Exchange), and ensuring that an effective system of internal financial and non-financial controls is maintained.

The committee also reviews the accounting and financial reporting processes, along with reviewing the roles of and effectiveness of the external auditor. The ultimate responsibility for reviewing and approving the annual report remains with the board.

The responsibility of the committee principally falls into the following areas:

• To monitor the integrity of the financial statements and formal announcements and to review significant financial reporting judgements.
• To review the Group's internal financial and non-financial controls and risk management.
• To make recommendations to the board in relation to the appointment and removal of the external auditor and to approve its remuneration and its terms of engagement.
• To review the nature of non-audit services supplied and non-audit fees relative to the audit fee.
• To provide independent oversight over the external audit process through agreeing the suitability of the scope and approach of the external auditor's work, assessing its objectivity in undertaking its work and monitoring its independence, taking into account relevant UK professional regulatory requirements and the auditor's period in office and compensation.
• To oversee the effectiveness of the internal audit process.
• To oversee the effectiveness of the external audit process, particularly with regard to the quality and cost-effectiveness of the auditor's work.
• To report to the board how it has discharged its responsibilities.

Activities of the committee

The committee addressed the following key agenda items in relation to the 2023 financial year:

• Reviewed the interim results for the period ended 24 September 2022 and the year-end results for the year ended 25 March 2023.
• Reviewed the significant management judgements reflected in the Group's results, including significant contract judgements.
• Discussed the report received from the external auditor regarding the audit of the results for the year ended 25 March 2023. This report included the key accounting considerations and judgements reflected in the Group's year-end results, comments on findings on internal control and a statement on independence and objectivity.
• Reviewed and agreed significant accounting risks and principal business risks for the year ended 25 March 2023.
• Reviewed the Group's risk register.
• Considered and reviewed JSSL's internal audit reports.
• Reviewed and agreed the external auditor's audit planning report in advance of the audit for the year ended 25 March 2023.
• Reviewed the measures taken by management to monitor and review the effectiveness of the Group's internal control and risk management processes, to enable the board to make its annual review of effectiveness.
• Reviewed the long-term viability and going concern statements and the process undertaken by executive management to enable the board to make these statements.
• Considered the effectiveness of the external auditor, KPMG LLP ('KPMG'), their independence and reappointment for the year ending 30 March 2024.
• Reviewed PricewaterhouseCooper LLP's ('PwC') internal audit reports covering various aspects of the Group's operations, controls and processes and approved the internal audit plan.
• Reviewing management's response to the FRC's request for information in November 2022 under the FRC Corporate Reporting Review Operating Procedures.

Fair, balanced and understandable

The committee was provided with, and commented on, a draft copy of the annual report for the year ended 25 March 2023. At the request of the board, the committee also considered whether the annual report was fair, balanced and understandable and whether it provided the necessary information for shareholders to assess the Group's performance, business model and strategy. To enable the board to make this declaration, the committee received a paper from management detailing the approach taken in preparing the annual report. The committee is satisfied that, taken as a whole, the annual report and accounts is fair, balanced and understandable.

In carrying out the above processes, key considerations included ensuring that there was consistency between the financial statements and the narrative provided in the front half of the annual report (and that the use of alternative performance measures was appropriate and clearly articulated); that there is a clear and well-communicated link between all areas of disclosure; and that the strategic report focused on the balance between the reporting of weaknesses, difficulties and challenges, as well as successes, in an open and honest manner. In addition, the external auditor reviewed the consistency between the narrative reporting in the annual report and the financial statements.

Risk management and internal control

The board as a whole, including the audit committee members, considers the nature and extent of the Group's risk management and internal control framework and the risk profile that is acceptable in order to achieve the Group's strategic objectives.

Details of the Group risk management and internal control processes and its principal and emerging risks are set out in the risk management section of the strategic report on How we Manage Risks. As a result, it is considered that the board has fulfilled its obligations under the Code to carry out a robust assessment of the Company's emerging and principal risks.

Whistleblowing

The Group operates a comprehensive whistleblowing policy. Accordingly, staff may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters. The committee reviews adherence with this policy on an ongoing basis.

Viability statement

The committee has undertaken a detailed assessment of the viability statement and recommended to the board that the directors could have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three-year period of their assessment. The viability statement can be found here.

Financial reporting and significant accounting judgments

The committee assesses whether suitable accounting policies have been adopted and whether management has made appropriate estimates and judgements. The committee reviews accounting papers prepared by management which provide details on the main financial reporting judgements.

Consistent with last year, 'Contract valuation, revenue and profit recognition', is classified as the only significant accounting risk.

Contract valuation, revenue and profit recognition

The committee reviewed and challenged the report of the Chief Financial Officer that set out the main contract judgements associated with the Group's significant contracts. The significant areas of judgement include the timing of revenue and profit recognition, the estimation of the recoverability of contract variations and claims, the estimation of future costs to complete and the estimation of claims received by the Group.

The external auditor performed detailed audit procedures on this accounting risk and reported their findings to the committee. The committee was satisfied that this matter had been fully and adequately addressed by management, appropriately tested and reviewed by the external auditor and that the disclosures made in the annual report were appropriate.

In addition, the committee considered a number of other judgements which have been made by management, none of which had a material impact on the Group's 2023 results. These include the valuation of contingent consideration for DAM Structures, going concern and viability, the valuation of pension scheme liabilities and ESG and climate change disclosures.

Financial Reporting Council

The FRC performed a review of the Group's 2022 annual report and accounts, the results of which were communicated in a letter in November 2022. They raised queries and recommendations to enhance future disclosures, which have been considered by the Committee, and communicated to the FRC in line with their requirements. This allowed the FRC to close their enquiries in a satisfactory and timely manner.

Accordingly, the company has enhanced certain disclosures made in the financial statements in response to the points raised. The FRC review provides no assurance that the annual report and accounts are correct in all material aspects; the FRC's role is not to verify the information provided but to consider compliance with the reporting requirement. The letter was issued by the FRC on the basis that the FRC (which includes the FRC's officers, employees and agents) accepts no liability for reliance on this letter by the company or any third party, including but not limited to investors and shareholder.

Internal audit

The Group's internal audit function is currently outsourced to PwC. The committee is responsible for reviewing the role and effectiveness of the internal audit function by monitoring the results of its work and the responses of management to its recommendations. The scope of PwC's work focused on key financial controls and non-financial reviews covering areas of perceived higher business risk. Results and management actions arising from reviews undertaken by PwC in the current year were also discussed in detail at each of the committee's meetings.

External auditor independence and effectiveness

KPMG has acted as the Group's external auditor for a period of eight years. The committee considers the reappointment of the external auditor, including the rotation of the senior statutory auditor, annually. This also includes an assessment of the external auditor's independence and an assessment of the performance in the previous year, taking into account detailed feedback from directors and senior management across the Group.

The committee also assesses the effectiveness, independence and objectivity of the external auditor by, amongst other things:

• considering all key external auditor plans and reports;
• having regular engagement with the external auditor during committee meetings and ad hoc meetings (when required), including meetings without any member of management being present;
• the chairman of the committee having discussions with Craig Parkin, the senior statutory auditor, ahead of each committee meeting; and
• considering the external audit scope, the materiality threshold and the level of audit and non-audit fees.

Following this assessment of the external audit process, the committee agreed that the audit process, independence and quality of the external audit were satisfactory. The committee will continue to assess the performance of the external auditor to ensure that they are satisfied with the quality of services provided.

Reappointment of external auditor

The statutory audit services order ('the Order') requires rotation of audit firms every ten years unless there is a tender, in which case the audit firm can remain as auditor for up to 20 years.

As previously reported, KPMG were selected as the Group's auditor for the year ended 31 March 2016, following a competitive tender process, and were appointed at the AGM on 2 September 2015. The external auditor is required to rotate the senior statutory auditor every five years. The senior statutory auditor responsible for the Group audit for 2023 is Craig Parkin, whose appointment in this role commenced with this audit.

The committee has recommended to the board that a resolution proposing the appointment of KPMG as external auditor be put to the shareholders at the forthcoming AGM.

Non-audit services

The Group's policy on the engagement of the external auditor for non-audit related services is designed to ensure that the provision of such services does not impair the external auditor's independence or objectivity. Under no circumstances will any assignment be given to the external auditor when the result would be that:

• as part of the statutory audit, it is required to report directly on its own non-audit work;
• it makes management decisions on behalf of the Group; or
• it acts as advocate for the Group.

This policy is compliant with the Code and with the FRC's revised Guidance on Audit Committees. It includes restrictions on the scope of permissible non-audit work and a cap on fees for permissible non-audit work (which may not exceed 70 per cent of the average audit fees paid in the last three consecutive years). The policy requires a competitive tender for all work with a fee over £30,000.

For work that is permitted under the policy, authority is delegated to the Chief Financial Officer to approve up to a limit of £50,000 for each assignment and there is a cumulative annual total of less than 50 per cent of that year's audit fee. Prior approval is required by the committee for any non-audit assignments over £50,000 or where the 50 per cent audit fee threshold is exceeded. No non-audit services provided by KPMG during the year ended 25 March 2023 required the approval of the committee.

Details of the auditor's fees, including non-audit fees (which comply with the Group's policy on the provision of non-audit services), are shown in note 4 to the consolidated financial statements. There were no non-audit fees for 2023 or 2022.

Tony Osbaldiston
Chair of the audit committee
14 June 2023