Opus Group Annual 2011 Report ENG

32
OPUS 2011
CEO and Group Management Team
The CEO, Magnus Greko, leads the Company and its
operations within the terms of reference stipulated by the
Board in the instructions for the CEO. The CEO develops,
on an ongoing basis, the necessary material for information
and decision-making within the Board meetings and
also justifies any proposed decisions. The Chairman
conducts an annual appraisal meeting with the CEO in
agreement with the instruction for the CEO and applicable
requirement specifications.
The CEO directs the Group Management Team’s work
and takes decisions in cooperation with the other
members of the management team. The Group Management
Team usually holds at least ten recorded meetings
per fiscal year during which operational issues are
discussed. In addition, the Group.
Management Team prepares a business plan each year
which is followed up via monthly reports which are
focused on growth and cost control. In addition to
monthly meetings, most of the management team interact
on a daily basis or talk to each other via telephone. The
Group Management Team consists of the Business Area
Managers, the CFO and the President/CEO.
Auditors
For review of the Company’s Annual Report and financial
statements and the general administration of the Board
and the CEO, one or two auditors, with or without
deputies, are appointed at the Annual General Meeting. At
the AGM 2011, Deloitte AB was chosen as the company’s
external auditor until the AGM 2012. Harald Jagner was appointed
as chief auditor. At least once a year, the auditor
meet with the company’s Board members without the CEO
or other executive management being present. Fees to
the auditor will be ongoing during the decided period and
will be based on approved invoices. For more information
on fees see page 62.
Internal Controls Regarding the Financial Reporting for 2011
The Board is responsible under the Swedish Companies
Act and the Swedish Code of Corporate Governance for
maintaining internal controls, and ensuring that financial
reporting is done in accordance with applicable legislation.
The primary aim is to protect the Company’s assets and
thus the shareholders investments. The Board is also
responsible that financial reporting is done in accordance
with applicable laws. Quality assurance of Opus’ financial
reporting takes place through the Board handling all the
critical accounting issues and the financial reports which
the Company publishes. This assumes that the Board will
deal with issues regarding internal control, compliance
with regulations, critical uncertainties in reported assets,
potentially uncorrected errors, post-statement events,
changes in estimations and assessments, whatever
irregularities that are uncovered, and other situations
that impact on the quality of the financial reports.
Description of the Organization of Internal Controls
Control environment - Effective Board work is the basis
for good internal control. The Board of Opus has established
clear work processes and rules for its work. An
important part of the duties of the Board is to prepare
and approve a number of fundamental policies, guidelines,
and frameworks related to financial reporting. The guiding
document of the Company is called, “The Board’s rules of
procedure and instructions concerning the division of
responsibilities between the Board and the CEO, as well
instructions regarding financial reporting to the Board
(including subsidiaries)”. The principal aim of these polices
is to create the basis for good internal control. Follow-up
and adaptation is carried out on an ongoing basis and is
communicated to all employees that are involved in the
financial reporting process. The Board assesses, on an
ongoing basis, the performance and results of the
Company through an appropriate reporting package
containing a report of the results and certain key ratios,
as well as other critical operational and financial information.
Opus does not have an Internal Audit Board, instead
the Board as a whole handles these issues. Thus, the
Board as a whole has supervised, during 2011, the systems
for risk management and internal control. These systems
are aimed at ensuring that the Company is run in
accordance with applicable laws and directives and is
effective, and that the financial reporting is trustworthy.
The Board has been involved in, and has evaluated
routines for accounting and financial reporting, and has
followed closely and evaluated the work, qualifications,
and independence of the external auditors. During 2011,
the Board has held a review meeting with, and has
received a written report from, the Company’s external
auditor. Other established policies that underlie internal
controls within Opus are the Financial Policy and the
Information Policy.
Risk assessment - Opus is continually and actively
engaged in risk assessment and risk management in order
to ensure that the risks to which the Company is exposed
are handled in an appropriate manner within the terms of
reference established. In the risk assessment, attention is
given, for example, to the Company’s administrative
routines regarding invoicing and contract negotiation. In
addition, critical items in the balance sheet and income
statement where the risk for serious errors exists are
continually reviewed.
Control activities - Control structures are created to
handle the risks that the Board judges to be important for
the internal control over the financial reporting process.
These control structures consist in part of an organization
with clear division of responsibility, clear routines, and
clear work roles. Some examples of control activities are
reporting of decision-making processes and decision-making
arrangements for critical decisions (e.g. new major
clients, investments, agreements, etc.) and also the critical
review of all financial reports presented.
Information and communication - The Company’s guiding
documentation in the form of policies, guidelines, and
manuals relating to internal and external communication,
are continually up-to-date and are communicated
internally via the relevant channels such as internal meetings,
internal newsletters, and the Intranet. There is a
clear policy related to communication with external
parties which stipulates all the guidelines for how this