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Annual Report & Accounts 2012 - Euromoney Institutional Investor ...

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<strong>Euromoney</strong> <strong>Institutional</strong> <strong>Investor</strong> PLC <strong>Annual</strong> <strong>Report</strong> and <strong>Accounts</strong> <strong>2012</strong><br />

www.euromoneyplc.com<br />

The board has reviewed the effectiveness of<br />

the group’s system of internal control and has<br />

taken account of material developments which<br />

have taken place since September 30 2011. It<br />

has considered the major business and financial<br />

risks, the control environment and the results of<br />

internal audit. Steps have been taken to embed<br />

internal control and risk management further<br />

into the operations of the group and to deal<br />

with areas of improvement which have come to<br />

management’s and the board’s attention.<br />

Key procedures which the directors have<br />

established with a view to providing effective<br />

internal control, and which have been in place<br />

throughout the year and up to the date of this<br />

report, are as follows:<br />

The board of directors<br />

● the board normally meets six times a year to<br />

consider group strategy, risk management,<br />

financial performance, acquisitions, business<br />

development and management issues;<br />

● the board has overall responsibility for the<br />

group and there is a formal schedule of<br />

matters specifically reserved for decision by<br />

the board;<br />

● each executive director has been given<br />

responsibility for specific aspects of the<br />

group’s affairs;<br />

● the board reviews and assesses the group’s<br />

principal risks and uncertainties at least<br />

annually;<br />

● the board seeks assurance that effective<br />

control is being maintained through<br />

regular reports from business group<br />

management, the audit committee and<br />

various independent monitoring functions;<br />

and<br />

● the board approves the annual forecast<br />

after performing a review of key risk<br />

factors. Performance is monitored regularly<br />

by way of variances and key performance<br />

indicators to enable relevant action to<br />

quarter. The board considers longer-term<br />

financial projections as part of its regular<br />

discussions on the group’s strategy and<br />

funding requirements.<br />

A risk committee, comprising the company’s<br />

chairman, managing director and finance<br />

director, is responsible for managing and<br />

addressing risk matters as they arise.<br />

During the year and up to the approval of this<br />

annual report and accounts the board has not<br />

identified nor been advised of any failings or<br />

weaknesses in the group’s system of internal<br />

control which it has determined to be significant.<br />

Therefore a confirmation of necessary actions<br />

has not been considered appropriate.<br />

Investment appraisal<br />

The managing director, finance director and<br />

business group managers consider proposals<br />

for acquisitions and new business investments.<br />

Proposals beyond specified limits are put to<br />

the board for approval and are subject to due<br />

diligence by the group’s finance team and,<br />

if necessary, independent advisors. Capital<br />

expenditure is regulated by strict authorisation<br />

controls. For capital expenditure above specified<br />

levels, detailed written proposals must be<br />

submitted to the board and reviews are carried<br />

out to monitor progress against business plan.<br />

Accounting and computer systems<br />

controls and procedures<br />

Accounting controls and procedures are<br />

regularly reviewed and communicated<br />

throughout the group. Particular attention is<br />

paid to authorisation levels and segregation of<br />

duties. The group’s tax, financing and foreign<br />

exchange positions are overseen by the tax and<br />

treasury committee, which meets at least twice<br />

a year. Controls and procedures over the security<br />

of data and disaster recovery are periodically<br />

reviewed and are subject to internal audit.<br />

Internal audit<br />

The group’s internal audit function is managed<br />

by DMGT’s internal audit department, working<br />

closely with the company’s finance director.<br />

Internal audit draws on the services of the<br />

group’s central finance teams to assist in<br />

completing the audit assignments. Internal audit<br />

aims to provide an independent assessment as<br />

to whether effective systems and controls are in<br />

place and being operated to manage significant<br />

operating and financial risks. It also aims to<br />

support management by providing cost effective<br />

recommendations to mitigate risk and control<br />

weaknesses identified during the audit process,<br />

as well as provide insight into where cost<br />

efficiencies and monetary gains might be made<br />

by improving the operations of the business.<br />

Businesses and central departments are selected<br />

for an internal audit visit on a risk-focused basis,<br />

taking account of the risks identified as part<br />

of the risk management process; the risk and<br />

materiality of each of the group’s businesses;<br />

the scope and findings of external audit work;<br />

and the departments and businesses reviewed<br />

previously and the findings from these reviews.<br />

This approach ensures that the internal audit<br />

focus is placed on the higher risk areas of the<br />

group, while ensuring an appropriate breadth<br />

of coverage. DMGT’s internal audit reports<br />

its findings to management and to the audit<br />

committee.<br />

Corporate Governance<br />

Company <strong>Accounts</strong> Group <strong>Accounts</strong> Our Governance<br />

Our Performance<br />

be taken and forecasts are updated each<br />

33

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