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Terms of Reference

As approved by the Audit Committee on 18 November 2022


The Board of Directors (the “Board”) of Halfords Group plc (the “Company”) has established, in line with the UK Corporate Governance Code 2018, (the “Code”), a committee of the Board, henceforth known as the Audit Committee (the “Committee”). The Board shall appoint the Committee Chair, who will be an independent director as defined by the Code.


Members of the Committee shall be appointed by the Board on the recommendation of the Nomination Committee, in consultation with the Chair of the Committee.

The Committee shall consist of a minimum of three members. The Company Secretary or a nominee shall act as the Secretary to the Committee and will ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to the issues.

The Committee shall only comprise independent Non-Executive Directors of the Company. The Chair of the Board shall not be a member of the Committee.

At least one member of the Committee shall have recent and relevant financial experience and the Committee as a whole shall have competence relevant to the sector in which the company operates.

Appointments to the Committee shall be for a period of up to three years, which may be extended to a further two, three-year periods provided the Director remains independent.

The members of the Committee shall be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members.


The quorum necessary for the transaction of business by the Committee will be two members.

In the event that a meeting of the Committee is required but a quorum might not be secured, an existing member of the Committee shall be empowered to appoint another Non-Executive Director(s) to attend such meeting in consultation with the Chair of the Committee, provided that such alternative Non-Executive Director is not the Chair of the Board.

In the absence of the Chair of the Committee, the members attending will elect one of their number to chair the meeting.


Meetings shall be held at least three times in each financial year, as well as at such other times as the Chair of the Committee shall require.

Prior to the commencement of each financial year, the Chair of the Committee and the Secretary shall review the frequency of and the dates for the Committee’s meetings for the subsequent financial year and propose such dates for agreement by other members of the Committee.

Outside of the formal meeting programme, the Committee Chair will maintain a dialogue with key individuals involved in the company’s governance, including the Board Chair, the Chief Executive Officer, the Chief Finance Officer, the Company Secretary, the external audit lead partner and the Head of Internal Audit.

A meeting of the Committee may be called by the Secretary at the request of any member of the Committee, the Company’s Financial Officer, the Head of Internal Audit or the Company’s External Auditor and the Secretary shall agree the agenda for any meeting so called with the Chair of the Committee.

No one other than a Committee member is entitled to attend meetings of the Committee. The Chair of the Board, Chief Executive Officer, other Executive and Non-Executive Directors, other senior management, the Secretary and external advisers may be invited to attend for all or part of any meeting of the Committee as and when appropriate.

At least once in each financial year, the Committee must meet with the External Auditor without any Executive Directors being present.

Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each   member of the Committee and any other person required to attend no later than five working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees, as appropriate, at the same time.

Members may participate in a meeting of the Committee by means of a conference telephone, video conferencing facility or other suitable communications equipment.

The Secretary shall minute the proceedings and resolutions of all meetings of the Committee, as well as keeping appropriate records. Minutes of the meetings shall be circulated promptly to all members of the Committee  unless, exceptionally, it would be inappropriate to do so.

Engagement with Shareholders

The Chair of the Committee, or an appointed deputy in their absence, shall attend the Company’s Annual General Meeting, being prepared to respond to any shareholder questions on the Committee’s activities. In addition, the Committee Chair should seek engagement with shareholders on significant matters related to the Committee’s areas of responsibility.


The Committee is authorised by the Board to determine the Company’s policy within its Terms of Reference.

The Committee is authorised to seek any information it requires from any employee of the Company and all employees shall be directed to co-operate with any request made by the Committee, provided that their role in providing such co-operation is clearly separated from their role within the Company.

The Committee should have oversight of the Group as a whole and, unless required otherwise by regulation, carry out the duties below for the parent company, major subsidiary undertakings and the Group as a whole, as appropriate.

Independent Advice and Resources

The Committee is authorised by the Board to obtain such external legal or other independent professional advice as it considers necessary to undertake its duties and to secure the attendance of any such advisers at any meetings of the Committee.

The Committee is exclusively responsible for establishing the selection criteria for such advisers and their appointment and Terms of Reference.

The appointment and performance of the advisers shall be reviewed by the Committee on a regular basis and at least annually.

Decisions of the Committee

Any decisions of the Committee shall be taken on a simple majority basis. The Chair of the Committee shall have a casting vote in the event of equality of voting.

Terms of Reference

The Committee shall have regard to the Principles and Provisions of the Code as well as the UK Listing Authority's Listing, Prospectus and Disclosure and Transparency Rules and associated guidance, in carrying out the following duties: