APC 2009 Annual Report Download - page 86

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC84
CORPORATE GOVERNANCE
3COMMITTEES OF THE SUPERVISORY BOARD (MEMBERS, OPERATING PROCEDURES AND MEETINGS)
Responsibilities
A key component of the Company’s internal control system, the
Audit Committee is responsible for preparing the decisions of the
Supervisory Board, making recommendations to the Board and
issuing opinions on fi nancial, accounting and risk management
issues. In line with these terms of reference, it:
•prepares the Board’s review of the annual and interim fi nancial
statements. In this respect, it particularly:
–ensures that accounting methods used to prepare the
consolidated and parent company financial statements
are appropriate and applied consistently, that all signifi cant
transactions are properly reflected in the consolidated
fi nancial statements and that the rules governing the scope of
consolidation are correctly applied,
–analyses risks, off-balance sheet commitments and the cash
position.
•reviews the annual Registration Document and any comments by
the Autorité des Marchés Financiers (AMF), as well as the interim
reports;
•makes recommendations concerning the appointment or re
appointment of the external Auditors;
•supervises the external audits of the annual and consolidated
fi nancial statement, notably by examining the scope of audit
engagements and the results of audits;
•verifi es the auditors’independence, in particular by reviewing fees
paid by the Group to their fi rm and network and by giving prior
approval for missions that fall outside the tightly defi ned scope of
auditing the fi nancial statements;
•monitors the effectiveness of the Group’s internal control and risk
management systems. In particular, the Committee:
–reviews the internal audit organisation and resources, as well
as the annual internal audit programme . Reviews the executive
summary of the internal auditors’reports each quarter,
–reviews hedging of risks based on reports requested from the
internal auditors,
–reviews the Company’s internal control system and reads the
Supervisory Board Chairman’s draft report on internal control,
–reviews behavior guidelines, notably concerning fair trade
and ethics and examines the measures taken to ensure the
guidelines are cascaded and applied.
The Audit Committee examines proposed dividend distributions
and the amount of fi nancial authorizations submitted for shareholder
approval at the Annual Meeting.
The Audit Committee examines all fi nancial, accounting and risk
management issues referred to it by the Management Board, the
Supervisory Board or its Chairman.
The Audit Committee presents its fi ndings and recommendations
to the Supervisory Board. The Chairman of the Audit Committee
immediately informs the Chairman of the Supervisory Board of any
diffi culties encountered by the Committee.
Meetings in 2009
In 2009, the Audit Committee met four times. The average duration
of the meetings was 3 hours and the average attendance rate was
100%.
Each meeting was attended by members of the Finance Department
and the head of Internal Audit. The external auditors were also
present at three of the four meetings. Representatives of the Finance
Department were not present during the auditors’presentation during
meetings devoted to the interim and annual fi nancial statements. The
Chairman of the Management Board did not attend any of the Audit
Committee’s meetings.
During the year, the following topics were addressed:
1) Accounts and fi nancial disclosures:
–review of the annual and interim fi nancial statements and the
Management Board’s reports,
–review of goodwill and pension obligations,
–review of investor relations documents concerning the annual
and interim fi nancial statements,
–review of AMF recommendations concerning the 2009
Registration Document.
2) Internal audit, internal control and risk management:
–update on the internal control system’s organisation and
deployment,
–review of the main internal audits,
–monitoring of the 2009 internal audit programme ,
–review of the 2010 internal audit schedule based on risk
mapping,
–review of selected disputes and risks.
3) Statutory Auditors:
–review of the fees paid to the Statutory Auditors and their
networks,
–reappointment of the signing partner from each audit fi rm,
–appointment or reappointment of the Statutory Auditors,
–review of the 2010 external audit schedule.
4) Corporate Governance:
–discussion on the Committee’s response to new legal
requirements concerning Audit Committees,
–review of fi nancial authorizations that were renewable in 2009,
–recommended dividend for 2009.
The Audit Committee reported to the Supervisory Board on its
activities in 2009 at the Board meetings held on February 18, July
30 and December 17, 2009.