Annual Report in English - Consilium

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CoRPoRAte GoveRnAnCe Internal control in Consilium loss or embezzlement of assets. Risk management is incorporated into each process, and different methods are used to assess and limit risks and to ensure the risks to which Consilium is exposed are managed in accordance with adopted policies, instructions and established monitoring procedures, and that these minimise potential risks and support correct accounting, reporting and disclosure. Control activities Control activities are designed in such a way as to ensure effective management of what the Board and management consider to be significant risks, and in doing so to prevent, identify and correct errors in financial reporting. These control activities may consist of decision-making procedures and processes for important decisions such as acquisitions, other major investments, disposals, agreements and analytical monitoring. An important task for Consilium’s staff functions is to implement, develop and maintain the Group’s control routines and carry out internal controls focusing on business-critical areas. Process managers at different levels are responsible for carrying out the necessary controls relating to financial reporting. Accounting and reporting processes have controls relating to measurement, accounting policies and accounting estimates. All entities in the Group have their own controllers/financial managers who participate in the evaluation of their own reporting. The entities and Group conduct regular financial reporting analyses, which are an important way of ensuring financial reports do not contain material misstatements. The Group’s control organisation plays a key part in the internal control process and is responsible for ensuring each entity submits correct, complete and timely financial reports. Information and communication Consilium has internal information and communication paths which support complete and correct financial reporting. These include control documents such as internal directives, guidelines and policies on financial reporting. Regular updates and briefings about changes in accounting policies and reporting and disclosure requirements are communicated and made available to all employees concerned. 58 Risk assessment Monitoring Control environment Information Control structure The Group’s intranet gives the organisation access to policies and guidelines. The Board receives regular financial reports. External information and communication is governed by the Company’s information policy which describes Consilium’s general principles for information-sharing. Monitoring The Group’s compliance with adopted policies and guidelines is monitored by the Board and Company management. The Company’s financial situation is dealt with at each Board meeting. Consilium’s management monitors the financial results on a monthly basis by analysing deviations from the budget, forecast and previous year. All monthly accounts are discussed with the management of each business area. Financial reporting is reviewed by the Board prior to publication of quarterly and annual reports. The auditors also examine internal control in the Group as part of their annual audit. The Board meets the auditors in order to review internal control and, if applicable, give the auditors special internal control assignments. It is the auditors’ opinion that internal control is good. Internal control Consilium has an internal risk assessment function which reports directly to the CFO. The function reports implemented control measures to the Group President. Where control measures include visits to subsidiaries or their divisions, the activity is carried out in accordance with a specially created control process. This process has been developed in order to optimise working methods and delivery of value-creating reports. Internal control has also involved development of a uniform risk management process for areas such as customer credit policy and insurance solutions. This will strengthen corporate governance in the Group. Consilium does not have a special internal audit function. It is the Board’s opinion that there are no special circumstances in the Company or its operations which warrant the establishment of such a function. Stockholm, 27 april 2012 Carl Rosenblad Chairman of the Board Peter Carlberg Fredrik Nygren Board Member Board Member Carl Adam Rosenblad Ann-Marie Åström Board Member Board Member Ove Hansson CEO
AuDItoR’s RePoRt on tHe CoRPoRAte GoveRnAnCe stAteMent To the annual meeting of the shareholders of Consilium AB (Publ), corporate identity number 556480-3327 It is the Board of Directors who is responsible for the Corporate Governance Statement for the year 2011 on pages 54-58 and that it has been prepared in accordance with the Annual Accounts Act. We have read the Corporate Governance Statement and based on that reading and our knowledge of the company and the group we believe that we have a sufficient basis for our opinions. This means that our statutory examination of the Corporate Governance Statement is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. In our opinion, the Corporate Governance Statement has been prepared and its statutory content is consistent with the annual accounts and the consolidated accounts. Stockholm, 27 April 2012 Öhrlings PricewaterhouseCoopers AB Sten Håkansson Authorised Public Accountant AuDItoR’s RePoRt on tHe CoRPoRAte GoveRnAnCe stAteMent 59
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Annual Report 2011
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tHe YeAR In BRIeF significant event
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Fire safety & Automation The busine
Page 7 and 8: Marine & Safety business area The c
Page 9 and 10: ConsIlIuM’s MARKet oRGAnIsAtIon C
Page 11 and 12: Marine & safety Consilium’s produ
Page 13 and 14: Consilium’s offering Consilium ha
Page 15 and 16: These and several other factors hav
Page 17 and 18: offer functions that control automa
Page 19 and 20: Consilium’s offering Consilium pr
Page 21 and 22: predicts that energy demand in Asia
Page 23 and 24: SEK 14.70. At the end of 2011, Cons
Page 25 and 26: KeY FIGuRes AnD DeFInItIons Key fig
Page 27 and 28: The total number of vessels and the
Page 29 and 30: ConsolIDAteD InCoMe stAteMent seK m
Page 31 and 32: ConsolIDAteD stAteMent oF CHAnGes I
Page 33 and 34: InCoMe stAteMent, PARent seK millio
Page 35 and 36: stAteMent oF CHAnGes In eQuItY, PAR
Page 37 and 38: ACCountInG PolICIes All amounts are
Page 39 and 40: Product development and research ex
Page 41 and 42: notes note 1 BusIness AReAs Busines
Page 43 and 44: note 2 sAlARIes, otHeR eMPloYee Ben
Page 45 and 46: note 9 PRoPeRtY, PlAnt & eQuIPMent
Page 47 and 48: not 13 FInAnCIAl RIsK MAnAGeMent, C
Page 49 and 50: note 19 PRovIsIons Group Provisions
Page 51 and 52: note 26 BoARD MeMBeRs AnD senIoR eX
Page 53 and 54: AuDItoR’s RePoRt To the annual me
Page 55 and 56: Board members - attendance, relatio
Page 57: stakeholder model Global supplier b
Page 61 and 62: MAnAGeMent ove Hansson b. 1955. ll.
Page 63 and 64: ADDResses HeAD oFFICe Consilium AB
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Annual Report in English - Consilium

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