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84 2014 Registration Document
Corporate governance
3
Composition and operation of the Board of Directors
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Relations with the Statutory Auditors
The committee oversees the process of selecting Statutory Auditors,
formulates an opinion on the appropriate fee levels for legal work pertaining
to internal control and submits the results of this selection to the Board.
It also ensures the Statutory Auditors’ independence. It issues a
recommendation on the Statutory Auditors whose appointment is
proposed by the Shareholders’ Meeting.
It reviews the Statutory Auditors’ audit plan, their recommendations and
the implementation of these recommendations.
It is annually notified of the amount and breakdown of fees paid by
the Group to the Statutory Auditors and the networks to which they
belong, calculated according to a model approved by the committee.
It ensures that the amount or share of the Statutory Auditors’ revenues
represented by the Group is not likely to compromise the Statutory
Auditors’ independence.
It gives its prior consent for any undertaking whose fees (excluding tax)
exceed €1 million. The committee approves other undertakings after the
fact, based on submissions from the Group Finance department. Each
year, the committee receives a report from the Group Finance department
on all assignments other than auditing carried out by networks to which
the Group’s Statutory Auditors belong.
The committee ensures that the signatories of the Financial Statements
rotate and that the expiry dates of the terms of office of the Statutory
Auditors are staggered.
It ensures that neither the firm(s) responsible for statutory auditing of
the accounts nor the network to which it belongs provide any kind of
consultancy services to the Group.
The Statutory Auditors each provide an annual presentation to the
committee on the procedures within their internal-control system for
ensuring independence, and annually certify in writing their independence
in fulfilling their audit responsibilities.
At least twice per year, the committee devotes part of its meeting to a
discussion with the Statutory Auditors’ teams without the presence of
the Company’s general management, after first informing the Chairman
of the Board of Directors.
The committee meets in the presence of the Statutory Auditors’ teams
to review the half-yearly and annual Financial Statements.
However, the Statutory Auditors do not attend any or all of the meeting
dealing with their fees and renewal of their terms of office.
The Statutory Auditors do not attend any or all of the meeting at which
the committee deals with specific issues relating to any of them.
Where questions of interpretation of accounting standards arise in
connection with the half-yearly and annual results, involving choices
that have a material impact, the Statutory Auditors and the Group Finance
department present a memorandum to the committee analysing the nature
and significance of the issue, presenting the pros and cons of various
possible solutions and explaining the reasons for the choice made.
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Report by the Chairman
The committee reviews the draft report by the Chairman on internal-control
procedures relating to the preparation and processing of accounting
and financial information.
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Interviews
On all issues within its purview, the committee may – as it sees fit and
outside the presence of any other general management members, if it
deems this appropriate – interview the Group’s financial and accounting
managers as well as the audit and internal-control manager. The Chairman
of the Board of Directors must be informed of this in advance.
The committee may call on outside experts as necessary.
◗
Activity during the year
During fiscal year 2014, the Accounts Committee met seven times, with
an average attendance rate of 100%.
In the course of those seven meetings, the following main topics were
reviewed:
■
review of draft corporate and consolidated accounts for the fiscal year
ended at December 31, 2013 and the half-year consolidated accounts
■
hard-close procedures;
■
review of the Chairman’s report on internal control and risk management;
■
follow-up on Group Internal Audit missions;
■
food safety inspection mechanism;
■
governance of information system security;
■
risk assessment – Group safety and security policy;
■
scope of Statutory Auditors’ missions.