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DIAGEO PLC

For the period ended Jun 30, 2024. Filed Aug 1, 2024.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2024 · Filed Aug 1, 2024

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Contents

External audit tender process

At the recommendation of the Audit Committee and as the company is required to have a mandatory audit tender after 10 years by the

Statutory Auditors and Third Country Auditors Regulations 2016, an audit services tender process was undertaken during fiscal 24 to

provide sufficient time for an adequate transition in the event that a new audit firm was selected. In undertaking this tender, the

company has complied with the provisions of The Statutory Audit Services for Large Companies Market Investigation (Mandatory

Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 for the year ended 30 June 2024.

In determining the process for the audit services tender, management took into consideration and followed the FRC's guidance on

audit tendering, with the Audit Committee making robust decisions to ensure that the requirements of the FRC's minimum standard for

audit committees were met. Included in the process were a review of each firm's most recent FRC Audit Quality Review reports, a

consideration of potential conflicts of interest and independence checks, and identification of key individuals with appropriate skills

and experience to act as potential lead partners. Clear and objective criteria for assessing success were determined and agreed.

A timeline summary of the key steps taken is set out below.

Audit tender process
April 2023Review of the audit market including firms outside the ‘Big 4’ professional consultancy firms to determine their minimum capability and capacity requirements.
May to June 2023Constituted a sub-committee of the Audit Committee and identified shortlisted firms for interview.
September to October 2023Determined list of assessment criteria, created and opened data room to share information, and carried out series of management meetings with each shortlisted firms.
October to November 2023Presentation to the Audit Committee followed by the submission of formal requests for proposal from the shortlisted firms.
December 2023Review of proposals from firms, consideration by Audit Committee and recommendation to the Board.

In December 2023, a sub-committee of the Audit Committee reviewed of the final presentations and responses to the Request for

Proposal submitted by each of the shortlisted firms and based its decision on a combination of audit approach, team continuity in key

roles and understanding Diageo’s business and risks. The sub-committee refined the shortlisted firms from four to three and presented

a recommendation to the Audit Committee and subsequently to the Board. The recommendation comprised a preferred firm and an

alternative firm. After careful thought and consideration, the Board decided to reappoint PwC as the external auditor. Feedback was

given to all participating firms as part of the tender process.

Since the conclusion of the audit for the year ended 30 June 2023, Scott Berryman has been lead audit partner with responsibility for

signing the Diageo plc audit opinion on behalf of PwC. Scott will remain as such for the year ending 30 June 2025 onwards. The

Board will propose the reappointment of PwC at the AGM to be held in September 2024.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.