Today, Wavin - Jaarverslag.com

Wavin Annual Report 2010 | page 70In August 2010 the investment application procedure was reviewed, capital investments spent andcommitted up to and including June 2010 were highlighted and the results of two post-investmentreviews were presented to the Audit & Investment Committee. The fi rst half year results were assessedby PwC and the report of factual fi ndings was discussed. The follow up on the management letter 2009issues was addressed and PwC presented its audit strategy and audit scope which was approved bythe Committee. Wavin’s funding and the fi nancing costs were assessed and the Management Boardinformed the A&I Committee of its intention to request an amendment of the conditions of the fi nancingfacilities from the banking syndicate.In the December 2010 meeting the results of the interim audit performed by the external auditor werereported to the Audit & Investment Committee. The management letter issued by PwC included anumber of potential risks and the necessary steps to mitigate these risks were agreed. A project toenhance Wavin’s business control framework was presented and approved. Other items of discussionwere the tax position of the company, the roll out of the uniform IT platform and the IT plan 2011.A regular item of the December meeting is the investments 2010 review and the capital investmentbudget for 2011, which were discussed and subsequently approved in the full Supervisory Boardmeeting. Finally a number of IFRS related issues was discussed.Internal audit functionIn the December meeting the Audit & Investment Committee also performed its annual evaluation of theneed for an internal audit department with the Management Board and the external auditor. It wasconcluded that, considering the nature of Wavin’s operations and the involvement of internal andexternal experts in addition to the use of tools like SAP GRC, an internal audit function is not necessaryat this time. Improvements of Wavin’s control environment can be achieved by better documentation ofthe control activities in combination with strong administration and management information systems,regular visits from regional and central management and intensive external audits using native speakingaudit personnel at the operations.After a thorough evaluation, the Audit & Investment Committee concluded that the company appliedaudit, internal control and risk management systems that enable the company to deliver a statement of‘being in control’ in accordance with the best practices of the new Dutch Corporate Governance Code,providing reasonable assurance that the fi nancial reporting does not contain any material inaccuracies.Risk management and control systems cannot, however, ever absolutely guarantee that all risks aremanaged adequately and that the company’s objectives will be realised under all circumstances. In thatcontext the Audit & Investment Committee refers to the Risk Management paragraph on page 42 of thisannual report. The Audit & Investment Committee was satisfi ed with the quantity and quality ofinformation provided by the Management Board and the manner in which recommendations made havebeen followed up.Report of the Remuneration, Appointment & Corporate Governance CommitteeDuring the year under review the Remuneration, Appointment & Corporate Governance Committee(‘RA&CG Committee’) met four times in the presence of the CEO and the Corporate HR Directorof the company on the invitation of the Committee. The members of the RA&CG Committee areMr. P.C. van den Hoek (chairman) and Mr. R. Kottman. There were no changes in the composition ofthe committee. The individual committee members attended all meetings.In February 2010 the main topics were the variable pay proposals for the 2009 incentive and theindividual targets for the 2010 incentive of the Management Board members, the consequences ofMr. Houben’s decision to step down as CEO and subsequently leave the company and the upcomingvacancy in the Supervisory Board.In the June 2010 meeting the RA&CG Committee discussed amongst others the fi nancial consequencesof the departure of Mr. Taylor and the subsequent proposal to appoint Mr. Roef as as a member of theManagement Board, subject to shareholder approval. Mr. Roef has a proven track record as managingdirector of Wavin Overseas and later as director of the region North West Europe. The RA&CGCommittee also discussed the organisational consequences of the ‘Wavin 2015’ strategy review andthe proposal to nominate Mr. Kottman as the new chairman of the Supervisory Board. Mr. Kottmanhas extensive experience in both managing and supervising Dutch listed companies. The RA&CGCommittee fi nally discussed the salary adjustments for Messrs. Ten Hove and Roef as a consequence