Annual report 2004 (English) - PDF 3546K - Imperial Tobacco

At the last four Annual Meetings, the majorities obtained
in the voting procedures on proposed resolutions
formulated by the Board have consistently been very high,
with an average in the region of 98% in favor.
For maximum security and transparency, a notary
prepares the formal minutes of the Annual General
Meeting of Shareholders every year. At no time has a
legal proceeding ever been fi led concerning a resolution
approved by the shareholders.
The Altadis Corporate Communications Department,
through its Shareholder Relations services in Madrid
and Paris, the Investor Relations Department and the
Secretariat of the Board are permanently available to
provide shareholders with any information they may
require concerning the Annual General Meeting.
French shareholders who cannot attend the Annual
General Meeting in person may vote by mail and obtain
the voting results at an information meeting attended
by the Group’s Co-Chairmen the following day in Paris.
Risk management
The Altadis Group has estabished a corporate
risk-management policy aimed at preserving the value
of the company’s assets and, thereby, its shareholders’
investments. The policy is structured and designed
to ensure attainment of the Group’s strategic and
operational targets, as well as the reliability and legal
compliance of its fi nancial information. The Group has
developed a risks map, updated every year, that includes
an inventory of principal structural and operational risks
as well as an assessment of these risks and an evaluation
of their possible repercussions based on the probability
of their occurrence.
In the course of its activities, Altadis faces fi nancial
and operational risks, risks related to regulations, taxes,
competition and the corporate image, and industrial risks.
The Group has therefore established procedures
for anticipating and minimizing these risks, as well
as monitoring changes in its environment and adapting
to these changes. This control system is monitored
and validated at all levels:
• The Board of Directors oversees the Management
Committee’s decisions, ensures that they are consistent
with the Group’s strategy and assesses the probability
of the implied risks. Its Audit and Control Committee
is informed by the Statutory Auditors of balance sheet
risks, any weaknesses in internal controls and aspects
that leave room for further improvement.
• The Management Committee oversees the development
and monitoring of the business plans, which identify
and analyze risks and establish the principal actions
designed to control them.
• Each division’s senior management continuously
monitors the risk-control systems in their fi elds, with
an emphasis on identifying responsibilities, separating
functions, establishing authorization limits for certain
transactions and ensuring that internal and external
standards are respected.
• The Strategy and Planning Department regularly
reviews the general market situation in order
to determine risks that might require a change
in the Group’s strategic orientation.
• Financial-risk management is centralized in the Finance
Department, which monitors risks based on the Group’s
fi nancial position and structure, exposure to interest-
and exchange-rate variation, and credit/liquidity risks.
The department also oversees the Risks and Insurance
Department, which is responsible for preserving
the value of the Group’s assets in every business activity
and country in which it operates.
• The Internal Audit Department ensures that control
systems are established, proposes corrective measures
and recommends improvements that will align the Group
more closely with the best existing practices. Finally,
the External Auditors inform the Altadis Audit and Control
Commitee of any risks to the balance sheet, weaknesses
in internal control and possible improvements which,
in the course of their work, may have arisen.
No signifi cant risks were detected in 2004. The risks
facing the Group were related to its normal activities
and were properly managed.
Details of the Group’s corporate-governance practices are
provided in the corporate governance report published
yearly in the complete version of the annual report
and on the Altadis website, www.altadis.com.
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