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annual report - Kendrion

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Control environment and<br />

financial <strong>report</strong>ing risk<br />

management in the year under<br />

review<br />

Control environment<br />

The Executive Board is responsible for the<br />

control environment including internal risk<br />

management and control systems, and for<br />

the optimum management of the strategic,<br />

operational, financial and <strong>report</strong>ing risks<br />

confronting <strong>Kendrion</strong>. The internal risk<br />

management and control systems extend to<br />

issues including policy-making, processes,<br />

duties, influencing conduct and other<br />

aspects of the organisation that jointly<br />

provide for the achievement of targets and<br />

the prevention or timely identification of<br />

potentially material errors, loss, fraud, or<br />

infringement of legislation and regulations.<br />

During the year under review the major<br />

elements and foundations of <strong>Kendrion</strong>’s<br />

internal risk management and control<br />

systems were as follows:<br />

Code of Conduct<br />

<strong>Kendrion</strong> has implemented a Code of<br />

Conduct in its organisation that applies to<br />

all <strong>Kendrion</strong> staff. The principles and best<br />

practices established in this Code reflect<br />

the main values that need to guide<br />

<strong>Kendrion</strong>’s staff in the performance of their<br />

duties, and the actions they need to take in<br />

a variety of circumstances and situations.<br />

The core themes include market position,<br />

authorities, corporate social responsibility,<br />

accountability in general, and the obligation<br />

for due care regarding safety and health,<br />

the environment, and social interests.<br />

<strong>Kendrion</strong> promotes compliance with the<br />

Code of Conduct by continually bringing the<br />

Code to the attention of (new) managers<br />

and staff.<br />

Whistleblower’s Charter<br />

The Whistleblower’s Charter offers the<br />

<strong>Kendrion</strong> employees an opportunity to<br />

<strong>report</strong> irregularities or suspicions of<br />

irregularities to the management without<br />

jeopardising their (legal) position. In 2011,<br />

no irregularities have been <strong>report</strong>ed.<br />

Regulations to prevent insider trading<br />

<strong>Kendrion</strong> has implemented regulations to<br />

prevent insider trading which are designed<br />

to make a contribution to the prevention of<br />

employee infringement of the prevailing<br />

insider trading and market abuse<br />

regulations. These regulations include a<br />

prohibition on dealing in <strong>Kendrion</strong>’s shares<br />

in the period prior to the publication of the<br />

quarterly, half-yearly and <strong>annual</strong> figures.<br />

More details about these regulations are<br />

disclosed on page 13.<br />

Rules and Regulations and Letters<br />

of Representation<br />

<strong>Kendrion</strong> employs Rules and Regulations<br />

and Letters of Representation. The Rules<br />

and Regulations constitute rules of<br />

behaviour governing all <strong>Kendrion</strong> Managing<br />

Directors. The Letters of Representation are<br />

submitted once a quarter, in a bottom-up<br />

procedure, to the Managing Directors of the<br />

operating companies and Controllers, and<br />

to the Business Unit Managers and their<br />

Controllers. Each officer is required to sign<br />

the letter to confirm to their managers that<br />

the information and financial information<br />

they have <strong>report</strong>ed is correct and complete.<br />

Group Reporting Manual including<br />

Standard Chart of Accounts<br />

<strong>Kendrion</strong> has implemented a Group<br />

Reporting Manual governing all operating<br />

companies to provide for correct financial<br />

<strong>report</strong>ing. The Manual is continually<br />

updated. To this end the company has<br />

implemented measures including the<br />

formation of the <strong>Kendrion</strong> Group Reporting<br />

Committee, with representatives from<br />

the operating companies. Reporting<br />

sets are standardised.<br />

The ERP HORIZON project includes the<br />

implementation of a global Standard<br />

Chart of Accounts, whereby all operating<br />

companies are required to make use of<br />

one detailed accounting structure. This<br />

Standard was developed during the course<br />

of 2011, and was immediately adopted for<br />

the first two IFS implementations in the<br />

fourth quarter of 2011 (see page 10).<br />

32<br />

<strong>annual</strong> <strong>report</strong> 2011

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