101 / 302
Corporate governance
Composition and operation of the Board of Directors
in respect of internal control:
●
At least twice per year, the Accounts Committee devotes part of its
meeting to a discussion with the Statutory Auditors’ teams without the
to assess the effectiveness and quality of the Group’s internal
●
presence of the Company’s executive management, after first
control systems and procedures, to interview the internal audit
informing the Chairman of the Board of Directors.
manager, to give an opinion on the organisation of the
department and to be informed of its programme of work,
The Accounts committee meets in the presence of the Statutory
Auditors’ teams to review the half-yearly and annual Financial
to examine, in conjunction with internal control managers, the
●
Statements.
objectives and intervention and action plans in the area of
internal audit, the conclusions of such interventions and the However, the Statutory Auditors do not attend any or all of the meeting
actions, recommendations and follow-up arising from them,
dealing with their fees and renewal of their terms of office.
to examine the methods and results of the internal audit and
●
The Statutory Auditors do not attend any or all of the meeting at which
check that the procedures used help the financial statements to the Accounts Committee deals with specific issues relating to any of
reflect a true and accurate picture of the business in accordance them.
with accounting rules,
Where questions of interpretation of accounting standards arise in
to assess the reliability of the systems and procedures used to
●
connection with the half-yearly and annual results, involving choices
produce the financial statements and the validity of the positions
that have a material impact, the Statutory Auditors and the Group
taken in respect of presenting significant transactions,
finance department present a memorandum to the Accounts
to examine the methods used to report and present accounting
●
Committee analysing the nature and significance of the issue,
and financial information from the subsidiaries and/or
presenting the pros and cons of various possible solutions and
operational units,
explaining the reasons for the choice made.
to examine the draft report on internal control and risk
●
Report by the Chairman
management procedures.
Relations with the Statutory Auditors
The Accounts Committee reviews the draft report by the Chairman on
internal control and risk management procedures relating to the
The Accounts committee oversees the process of selecting Statutory
preparation and processing of accounting and financial information.
Auditors, formulates an opinion on the appropriate fee levels for legal
Interviews
work pertaining to internal control and submits the results of this
selection to the Board of Directors.
On all issues within its purview, the Accounts Committee may – as it
It also ensures the Statutory Auditors’ independence. It issues a
sees fit and outside the presence of any other Company's general
recommendation on the Statutory Auditors whose appointment is
management members, if it deems this appropriate – interview the
proposed by the Shareholders’ Meeting.
Group’s financial and accounting managers as well as the audit and
It reviews the Statutory Auditors’ audit plan, their recommendations
internal-control manager. The Chairman of the Board of Directors
and the implementation of these recommendations.
must be informed of this in advance.
It is notified annually of the amount and breakdown of fees paid by the The Accounts Committee may call on outside experts as necessary.
Group to the Statutory Auditors and the networks to which they belong,
Activity during the financial year
calculated according to a model approved by the Accounts Committee.
It ensures that the amount or share of the Statutory Auditors’ revenues
During the 2015 financial year, the Accounts Committee met seven
represented by the Group is not likely to compromise the Statutory
times, with an average attendance rate of 95%.
Auditors’ independence.
In the course of those seven meetings, the following main topics were
It gives its prior consent for any undertaking whose fees (excluding tax)
reviewed:
exceed €1
million. The Accounts Committee approves other
undertakings after the fact, based on submissions from the Group
in respect of the financial statements:
●
finance department. Each year, the Accounts committee receives a
review of draft corporate and Consolidated Financial Statements
●
report from the Group finance department on all assignments other
for the fiscal year ended at December
31, 2014 and the
than auditing carried out by networks to which the Group’s Statutory
half-yearly Consolidated Financial Statements and related
Auditors belong.
reports,
The Accounts committee ensures that the signatories of the Financial
review of litigations and risks as part of the analysis of provisions,
●
Statements rotate and that the expiry dates of the terms of office of the
hard-close procedures,
●
Statutory Auditors are staggered.
review of the Chairman’s report on internal control and risk
●
It ensures that neither the firm(s) responsible for statutory auditing of
management procedures relating to the preparation and
the accounts nor the network to which it belongs provide any kind of
processing of accounting and financial information;
consultancy services to the Group.
in respect of internal control:
●
The Statutory Auditors each provide an annual presentation to the
follow-up on Group internal audit department missions,
●
Accounts Committee on the procedures within their internal-control
Group cash and cash equivalent,
●
system for ensuring independence, and annually certify in writing their
independence in fulfilling their audit responsibilities.
financial impact of significant transactions.
●
2015 REGISTRATION DOCUMENT
101