APC 2014 Annual Report Download - page 142

3CORPORATE GOVERNANCE
BOARD COMMITTEES (COMPOSITION,OPERATING PROCEDURES AND MEETINGS)
rules relating to the scope of consolidation have been
of Internal Audit as well as the statutory auditors. The committee
complied with, also heard reports from operational directors and the managers of
the Invensys pension fund. In line with the provisions of the
analyzes the scope of consolidation, risks and off-balance
–
AFEP/MEDEF Code, the Chairman and CEO does not in principle
sheet commitments as well as the financial position and the
attend the committee’s meetings.
cash position,
examines the process for drawing up financial information;
–
The topics discussed by the committee were as follows:
reviews the draft annual report, which is also the registration
lfinancial statements and financial disclosures:1)
document, and receives any comments by the AMF in this
review of the annual and interim financial statements and of
–
regard, as well as the reports on the interim financial statements
the reports on the financial statements,
and other main financial documents;
review of goodwill, the Group’s tax position, provisions and
–
makes recommendations concerning the appointment or
lpension obligations or similar obligations,
re-appointment of the statutory auditors;
review of investor relations documents concerning the
–
handles follow-up on legal control of annual and consolidated
lannual and interim financial statements,
accounts made by statutory auditors, including by examining the
review of the Group’s consolidation perimeter;
–
external audit plan and results of controls made by statutory
internal audit, internal control and risk management:2)
auditors;
review of the 2015/Q1 2016 Internal Audit schedule drawn
–
verifies the auditors’ independence, in particular by reviewing
lup after the risk mapping review,
fees paid by the Group to their firm and network and by giving
monitoring the Internal Audit road map realization related
–
prior approval for assignments that, strictly speaking, fall outside
to2014/Q1 2015, and review of main audits' outcome,
the scope of the auditing of the financial statements;
review of the activities of internal control, particularly the
–
monitors the efficiency of internal control and risk management
lresults of assessments/self-assessments,
systems. For this purpose, it:
review of reporting on fraud prevention systems,
–
reviews the organization and resources used for internal
–review of renewal of IT outsourcing contracts,
–
audit, as well as its annual work schedule, and receives a review of procurement-related risks (compliance with ethical
–
quarterly summary report on the findings of the audits rules, disruption of supplies, etc.)
carried out, review of risk mitigation by means of insurance,
–
reviews the mapping of risks related to the Company’s
–review of the control system for the management of the
–
business and its year-on-year evolution, and ensures Invensys pension fund,
procedures are implemented to prevent and reduce them, review of the hedging policy on foreign exchange and
–
reviews risk mitigation and coverage optimization,
–interest rate risk,
reviews the rollout of the Group’s internal control system
–review of the impact of future IFRS,
–
and acknowledges the outcome of entities’ self-assessment review of action plans relating to the effectiveness of R&D,
–
regarding internal control. It ensures procedures are review of the Group’s quality policy,
–
implemented to identify and handle anomalies,
review of the policy and processes for the management and
–
reviews the draft report of the Chairman on Internal control,
–
protection of intellectual property,
examines rules of good conduct notably concerning
–
review of the process for preparing financial
–
competition and ethics and the measures implemented to communications,
ensure that these rules are circulated and applied.
review of the risk control action plans of Invensys and
–
The Audit and risk committee examines proposals for distribution
Electroshield Samara,
as well as the amount of financial authorizations submitted for
review of the Chairman’s draft report on procedures for
–
approval at Annual Shareholders’ Meetings.
internal control and risk management;
The Audit and risk committee reviews all financial and accounting
statutory auditors:3)
issues and those related to risk-management submitted to it by the
review of the fees paid to the statutory auditors and to their
–
board of directors.
networks;
The Audit and risk committee presents its findings and
review of the external audit plan,
–
recommendations to the board. The Chairman of the Audit
update on the process of renewal/appointment of statutory
–
committee keeps the Chairman and the Vice-chairman
auditors at the end of their current terms;
independent lead director promptly informed of any difficulties
Corporate Governance:4)
encountered.
recommended dividend for2014,
–
Meetings in 2014 study of the relationship between the work of the Audit
–
committee and that of the board on major risks,
review of the financial authorizations, whose renewal was
–
In2014, the Audit Committee met five times. The average duration
presented to the Annual Shareholders’ Meeting of May6,
of the meetings was about 2 hours and 50 minutes and the
2014.
average attendance rate was 89%. The Audit committee reported on its work in 2014 to the board at
Each meeting was fully or partially attended by the Deputy CEO in the February19, June 10-11, July 29, October28, and
charge of Finance, members of the Finance Department, the head December16, 2014 meetings.
140 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC