2010Annual Report - Schneider Electric CZ, s.r.o.
2010Annual Report - Schneider Electric CZ, s.r.o.
2010Annual Report - Schneider Electric CZ, s.r.o.
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Operating procedures<br />
Meetings are called by the Committee Chairman or at the request of<br />
the Chairman of the Supervisory Board or the President and CEO.<br />
The Committee decided, with the Supervisory Board’s approval, to<br />
increase the number of Annual Meetings from four to fi ve.<br />
It may invite whomever it chooses to its meetings. The Statutory<br />
Auditors attend meetings discussing the fi nancial statements and,<br />
depending on the agenda, all or some of the other meetings.<br />
It can ask the Management Board to provide it with any<br />
documentation it feels necessary. It may also commission studies<br />
from external consultants.<br />
Responsibilities<br />
A cornerstone of the Group’s internal control system, the Audit<br />
Committee is responsible for preparing the work of the Supervisory<br />
Board, making recommendations to the Board and issuing opinions<br />
on fi nancial, accounting and risk management issues. Accordingly it:<br />
• prepares the Supervisory Board’s review of the annual and interim<br />
fi nancial statements, and notably in this respect:<br />
– ensures that accounting policies used to prepare the<br />
consolidated and company fi nancial statements are appropriate<br />
and applied consistently, that all signifi cant transactions are<br />
properly refl ected in the consolidated fi nancial statements<br />
and that the rules governing the scope of consolidation are<br />
correctly applied,<br />
– analyses the scope of consolidation, risks, commitments given<br />
–including off-balance sheet commitments-, as well as the<br />
fi nancial postion and the cash position;<br />
• reviews the draft Registration Document and takes on Board any<br />
comments by the AMF in this regard, as well as the reports on the<br />
interim fi nancial statements;<br />
• makes recommendations concerning the appointment or reappointment<br />
of the Statutory Auditors;<br />
• supervises the statutory auditing of the annual and consolidated<br />
fi nancial statement, notably by examining the scope of the<br />
external audit schedule and the results of the reviews carried out<br />
by the Statutory Auditors;<br />
• verifi es the auditors’ independence, in particular by reviewing<br />
fees paid by the Group to their fi rm and network and by giving<br />
prior approval for assignments that, strictly speaking, fall outside<br />
the scope of the auditing of the fi nancial statements;<br />
• monitors the effectiveness of internal control and risk management<br />
systems. In particular, the Committee:<br />
– reviews Internal Audit organisation and resources, as well as<br />
its annual audit schedule. Receives a quarterly summary report<br />
on the fi ndings of the audits carried out,<br />
– reviews risk mitigation on the basis of presentations by the<br />
relevant managers or reports by Internal Audit,<br />
– reviews the Company’s internal control system and the draft<br />
report of the Chairman of the Supervisory Board on internal<br />
control,<br />
– reviews codes of conduct, notably concerning fair trading and<br />
ethics and examines the measures taken to ensure they are<br />
circulated and applied.<br />
The Audit Committee examines proposed dividend payouts and<br />
the amount of financial authorisations submitted to the Annual<br />
Shareholders’ Meeting.<br />
The Audit Committee examines all fi nancial, accounting and risk<br />
management issues referred to it by the Management Board, the<br />
Supervisory Board or its Chairman.<br />
CORPORATE GOVERNANCE<br />
SUPERVISORY BOARD COMMITTEES (MEMBERS, OPERATING PROCEDURES AND MEETINGS)<br />
The Audit Committee presents its fi ndings and recommendations<br />
to the Board. The Chairman of the Audit Committee immediately<br />
informs the Chairman of the Supervisory Board of any diffi culties<br />
encountered.<br />
Meetings in 2010<br />
In 2010, the Audit Committee met fi ve times. The average duration<br />
of the meetings was 3 hours and the average attendance rate<br />
was 100%.<br />
Each meeting was attended by the CFO, members of the Finance<br />
Department and head of Internal Audit. The Statutory Auditors<br />
were also invited to attended four of the fi ve meetings. In line with<br />
the provisions of the AFEP/MEDEF Code, representatives of the<br />
Finance Department and Internal Audit were not present during the<br />
Statutory Auditors’ presentation at meetings devoted to the fi nancial<br />
statements. The President and CEO did not attend any of the Audit<br />
Committee’s meetings.<br />
The Committee looked at the following topics:<br />
1) fi nancial statements and fi nancial disclosures:<br />
– review of the annual and interim fi nancial statements and of the<br />
reports of the Management Board on the fi nancial statements,<br />
– review of goodwill and retirement or assimilated obligations,<br />
– review of investor relations documents concerning the annual<br />
and interim fi nancial statements,<br />
– review of the process for producing fi nancial information,<br />
– review of AMF recommendations concerning the 2010<br />
Registration Document,<br />
– examination of to what extent the reduction in overheads can<br />
be audited,<br />
2) internal audit, internal control and risk management:<br />
– update on the internal control system’s organisation and<br />
deployment,<br />
– review of the main audits carried out by Internal Audit,<br />
– review of the 2011/Q1 2012 Internal Audit schedule drawn up<br />
on the basis of risk mapping,<br />
– review of legal risks (contracts, industrial property, Compliance),<br />
– review of risk mitigation by means of insurance,<br />
– review of the establishment of business continuity plans,<br />
– update on how performance monitoring refl ects organisational<br />
changes (One),<br />
– update on bridge,<br />
– update on the implementation of shared services,<br />
– update on the implementation of the principles of responsibility,<br />
– review of the draft report of the chairman of internal control,<br />
3) Statutory Auditors:<br />
– review of the fees paid to the Statutory Auditors and their<br />
networks,<br />
– review of the 2010/2011 external audit schedule,<br />
4) corporate governance:<br />
– drawing up of the 2010-2013 schedule covering the work of<br />
the Audit Committee and more specifi cally its risk review,<br />
– review of the fi nancial authorisations presented to the 2010<br />
Annual Shareholders’ Meeting,<br />
– recommended dividend for 2010.<br />
The Audit Committee reported to the Supervisory Board on its work<br />
in 2010 at the February 17, July 29, October 19 and December 15,<br />
2010 meetings.<br />
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 117<br />
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