Annual report 2012 - Comrod

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Annual report 2012 88/92Strategies and values | Group | Parent company | Corporate governance | ContactBoard and administration Corporate governance General business principleswill be presented to the board.In principle the auditor will not be used forassignments other than audit work and mattersnaturally associated with auditing, such asclarification of accounting regulations, normal taxmatters, etc.The AGM will receive a report on the auditor’s fee,broken down into legally required auditing andremuneration relating to other assignments.Internal control and risk management routinesIntroductionThe Board of Directors shall ensure that theCompany has sound internal control and systemsfor risk management that are appropriate inrelation to the extent and nature of the Company’sactivities. This documents sets out the routinesfor such internal control and risk management.Objective of the risk management and internalcontrolThe objective for the Company’s risk managementand internal control is to manage, rather thaneliminate, exposure to risks related to thesuccessful conduct of the Company’s businessand to support the quality of its financialreporting. Effective risk management andgood internal control contribute to securingshareholders’ investment in the Company and theCompany’s assets.The Board’s responsibility for risk managementand internal controlThe Board shall ensure that the Company’sinternal control comprises guidelines, processes,duties, conduct and other matters that:(i) facilitate targeted and effective operationalarrangements for the Company andalso make it possible to manage commercialrisk, operational risk, the risk of breachinglegislation and regulations as well asall other forms of risk that may be materialfor achieving the Company’s commercialobjectives;(ii) contribute to ensuring the quality of internaland external reporting; and(iii) contribute to ensuring that the Companyoperates in accordance with the relevantlegislation and regulations as well as withits internal guidelines for its activities,including the company’s ethical guidelinesand corporate values.The Board shall form its own opinion on theCompany’s internal controls, based on theinformation presented to the Board. Reporting bythe management to the Board shall be preparedin a format which gives a balanced presentationof all risks of material significance, and of howthe internal control system handles these risks.Internal control and risk management systemThe Board shall develop and assess the needfor internal control systems which address theorganisation and execution of the Company’sfinancial reporting. These systems shall becontinuously developed in light of the Company’sgrowth and situation.88
Annual report 2012 89/92Strategies and values | Group | Parent company | Corporate governance | ContactBoard and administration Corporate governance General business principlesThe Board shall also focus on the need fordeveloping ethical guidelines ensuring thatemployees can safely communicate to the Boardmatters related to illegal or unethical conduct bythe Company.The Board shall ensure that the Company has thenecessary routines and hired personnel to ensurethat any outsourced functions are handled in asatisfactory manner.control situation in the Company and howrisks are being managed;(iv) instances of material shortcomings orweaknesses in internal control that cometo light during the course of the year whichhave had, could have had or may havehad a significant effect on the Company’sfinancial results or financial standing; and(v) how well the Company’s external reportingprocess functions.Annual review by the Board of DirectorsThe Board shall annually carry out a reviewof the Company’s most important areas ofexposure to risk and of the Company’s internalcontrol systems. The Board’s review shall coverall matters included in reports to the Boardduring the course of the year, together with anyadditional information that may be necessary toensure that the Board has taken into account allmatters related to the Company’s internal control.When conducting their review, the Board shall payattention to:(i) changes relative to previous years’ reports inrespect of the nature and extent of materialrisks and the Company’s ability to cope withchanges in its business and externalchanges;(ii) the extent and quality of management’sroutine monitoring of risks and the internalcontrol system;(iii) the extent and frequency of management’sreporting to the Board on the results ofsuch monitoring, and whether this reportingmakes it possible for the Board to carryout an overall evaluation of the internalThe Board shall provide an account in the annualreport of the main features of the Company’sinternal control and risk management systems asthey relate to the Company’s financial reporting.89
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Annual report 2012 - Comrod

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