Pallet-Management-Services - AFM

statements, earnings releases, audit findings, audit fees, external
audit planning, internal audit planning and results, internal
control, risk management system and tax issues.
According to the charter the responsibilities of the Audit Committee
are the following:
Purpose
The Committee shall provide assistance to the Supervisory
Board in fulfilling its oversight responsibility to the Company
and its stakeholders as appropriate under Dutch corporate
law, relating to the integrity of the Company’s financial
statements; the financial reporting process; the systems of
internal accounting and financial controls; the performance of
the Company’s independent auditors; the independent auditor’s
qualifications and independence; the operation of the internal
risk management and control systems; the system of internal
auditing; the supply of financial information by the Company;
compliance with recommendations by external auditors; the
Company’s tax planning policy; the financing of the Company;
information and communication technology systems; and the
Company’s compliance with ethics policies, codes of conduct
and legal and regulatory requirements.
Duties and Responsibilities
The primary responsibility of the Committee is to oversee
the Company’s fi nancial reporting process on behalf of the
Supervisory Board and report the results of their activities to the
Supervisory Board.
The Committee should take appropriate actions to set the
overall corporate “tone” for quality fi nancial reporting, sound
business risk practices, and ethical behaviour.
| CORPORATE | ACTIVITIES OF THE SUPERVISORY BOARD / SUPERVISORY BOARD COMMITTEES |
Amongst others, the following shall be the principal duties and
responsibilities of the Committee:
Independent auditors
The Committee shall be directly responsible for the
recommendation(s) regarding the appointment, termination,
and replacement (subject to shareholder appointment
and/or ratifi cation), the compensation, and the oversight of
the work of the independent auditors, including resolution
of disagreements between management and the auditor
regarding fi nancial reporting. The Committee shall preapprove
all audit and non-audit services provided by the
independent auditors.
Plan of audit
The committee shall discuss with the internal auditors and
the independent auditors the overall scope and plans for
their respective audits, including the adequacy of staffi ng and
compensation.
Internal controls
The Committee shall discuss with management and the
independent auditors the adequacy and effectiveness of the
accounting and fi nancial controls, including the Company’s
policies and procedures to assess, monitor, and manage
business risk and legal and ethical compliance programs.
The Committee shall meet separately periodically with
management and the independent auditors to discuss issues
and concerns warranting Committee attention. The Committee
shall provide suffi cient opportunity for the independent
auditors to meet privately with the members of the Committee.
The Committee shall review with the independent auditor any
audit problems or diffi culties and management’s response.
The Committee shall review management’s assertion on its
assessment of the effectiveness of internal controls as of
the end of the most recent fi scal year and the independent
auditors’ report on management’s assertion.
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