TomTom 2011 Annual Report Download - page 30

TomTom Annual Report and Accounts 2011
28
The Management Board is responsible for TomTom’s risk
management and internal control systems. The Management
Board believes that the company maintains an adequate and
effective system of risk management and internal control that
complies with the Dutch Code of Corporate Governance.
The internal control systems are designed to manage, rather than
eliminate, the risk of failure to achieve business objectives and can
provide reasonable, but not absolute, assurance against fi nancial
loss or material misstatements in the fi nancial statements.
TomTom views the management of risk as a key management
activity. The Management Board reviews the effectiveness
of TomTom’s systems of internal control relative to strategic,
fi nancial, operational and compliance risks and discusses risk
management and internal controls with the Audit Committee on
at least a quarterly basis.
TomTom embeds risk management into the periodic strategic
business planning and internal control mechanisms. A top-down
approach is followed, whereby the major risks that could affect
the business objectives are identifi ed by responsible management
together with an assessment of the effectiveness of the processes
and internal controls in place to manage and mitigate these risks.
Please refer to the Business Risks section for an overview of our
most important risks. Assurance on the effectiveness is obtained
through management reviews, control self-assessments, internal
audits and testing of certain aspects of the internal fi nancial
control systems by the external auditors during the course of their
annual audit.
This, however, does not imply that TomTom can provide certainty
as to the realisation of business and fi nancial objectives, nor can
the followed approach to internal control over fi nancial reporting
be expected to prevent or detect all misstatements, errors, fraud
or violation of law or regulations.
The key features of the systems of internal control are as follows:
– clearly defi ned lines of accountability and delegation of
authority are in place, together with comprehensive reporting
and analysis against approved budgets
– operating risk is minimised by ensuring that the appropriate
infrastructure, controls, systems and people are in place
throughout the business
– an organisation design is in place that supports business
objectives and enables staff to be successful in their roles.
– treasury operations manage the investment of cash balances
and exposure to currency transaction risks through treasury
policies, risk limits and monitoring procedures
– an Insider Information Policy and a Code of Ethics is
embedded into the culture of TomTom and is accessible to all
staff via the intranet.
The key controls over fi nancial reporting policies and procedures
include controls to ensure that:
– commitments and expenditures are appropriately authorised
by management
– records are maintained which accurately and fairly refl ect
transactions
– any unauthorised acquisition, use or disposal of TomTom’s
assets that could have a material effect on the Financial
Statements should be detected on a timely basis
– transactions are recorded as required to permit the preparation
of fi nancial statements, and
– TomTom is able to report its fi nancial statements in compliance
with IFRS.
The Management Board believes, based on the activities
performed in 2011 and in accordance with best practice provision
II.1.5 of the Dutch Corporate Governance Code, that the risk
management and control systems, with regard to the fi nancial
reporting risks, have worked properly in 2011, and that the risk
management and control systems provide reasonable assurance
that the 2011 fi nancial statements do not contain any errors of
material importance.
With reference to the statement within the meaning of article
5:25C (2) (c), the Financial Markets Supervision Act, the
Management Board states that, to the best of its knowledge:
– the annual fi nancial statements give a true and fair view of
the assets, liabilities, fi nancial position and profi t or loss of the
company and the undertakings included in the consolidation
taken as a whole, and
– the Management Report includes a fair review of the
development and performance of the business and the
position of the company and the undertakings included in the
consolidation taken as a whole, together with a description of
the principal risks and uncertainties that the company faces.
Amsterdam, 28 February 2012
The Management Board
Harold Goddijn | CEO
Marina Wyatt | CFO
Alain De Taeye
In Control Statement and Responsibility Statement