Annual report 2010 - plazacenters

Management and governance
Statement of the directors
The responsibilities of the directors are determined by applicable
law and International Financial Reporting Standards (IFRSs) as
adopted by the European Union.
The directors are responsible for preparing the annual report and
the annual financial statements in accordance with applicable law
and regulations.
Netherlands law requires the directors to prepare financial
statements for each financial year that give, according to
generally acceptable standards, a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company and
the companies that are included in its consolidated accounts for
that period.
Netherlands law requires the directors to prepare an annual
report that gives a true and fair view of the position as per the
balance sheet date, the course of business during the past
financial year of the Company and its affiliated companies
included in the annual financial statements, and that the annual
report contains a proper description of the principal risks the
Company faces.
Directors are required to abide by certain guidelines in
undertaking these tasks.
The directors need to select appropriate accounting policies
and apply them consistently in their reports. They must state
whether they have followed applicable accounting standards,
disclosing and explaining any material departures in the
financial statements.
Any judgments and estimates that directors make must be both
reasonable and prudent. The directors must also prepare financial
statements on a “going concern” basis, unless it is inappropriate
to presume that the Company will continue in business.
The directors confirm that they have complied with the above
requirements in preparing the financial statements.
Throughout the financial year, the directors are responsible
for keeping proper accounting records which disclose at any
time and with reasonable accuracy the financial position of
the Company. They are also responsible for ensuring that these
statements comply with applicable company law.
In addition, they are responsible for internal control systems
that help identify and address the commercial risks of being
in business, and so safeguard the assets of the Company.
They are also responsible for taking reasonable steps to enable
the detection and prevention of fraud and other irregularities.
The Company’s website may be accessed in many countries,
which have different legal requirements. The directors are
responsible for maintaining the accuracy of corporate and
financial information on the website, where a failure to update
or amend information may cause inappropriate decision making.
On the basis of the above and in accordance with Best Practice
Provision II.1.4. of the Netherlands Corporate Governance Code,
the directors confirm that internal controls over financial
reporting within the Company provide a reasonable level of
assurance that the financial reporting does not contain any
material inaccuracies, and confirm that these controls functioned
properly in the year under review and that there are no
indications that they will not continue to do so.
The financial statements fairly represent the Company’s financial
condition and the results of the Company’s operations and
provide the required disclosures.
It should be noted that the above does not imply that these
systems and procedures provide absolute assurance as to the
realization of operational and strategic business objectives, or
that they can prevent all misstatements, inaccuracies, errors,
fraud and non-compliance with legislation, rules and regulations.
In view of all of the above, hereby following the requirements of
article 5:25c paragraph 2 under c. of the Netherlands Act on the
financial supervision (Wet op het financieel toezicht), the directors
hereby confirm that (i) the annual financial statements 2010 as
included herein give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company and its
affiliated companies that are included in the consolidated financial
statements; and (ii) the annual report includes a fair review of
the position at the balance sheet date and the development and
performance of the business of the Company and its affiliated
companies that are included in the consolidated annual financial
statements and that the principal risks and uncertainties that the
Company faces are described.
The Board of managing directors:
Mordechay Zisser
Executive Director and Chairman
Ran Shtarkman
Executive Director and CEO
Shimon Yitzchaki
Non-executive Director
Edward Paap
Non-executive Director
Marius Willem van Eibergen Santhagens
Non-executive Director
Marco Habib Wichers
Non-executive Director
April 28, 2011
66
Plaza Centers N.V. Annual report 2010