A GLOBAL AMBITION ANNuAL REPORT 2006 - Dufry

Dufry Annual Report 2006 — Corporate Governance
— The CEO reports at each meeting of the Board on the course of business
of the Company and the Group in a manner agreed upon from time to time
between the Board and the CEO. Apart from the meetings, the CEO reports
immediately any extraordinary event and any change within the Company
and within the Dufry Group to the Chairman.
— Board committees, in particular the Audit Committee, regularly meet with
management and outside consultants to review the business, better understand
all laws and policies impacting the Dufry Group and support the management
in meeting the requirement and expectations of stakeholders. In
meetings of the Audit Committee, the CFO acts as Secretary to the Committee.
The external auditors are invited to the meeting of the Audit Committee.
— The Internal Audit provides the senior management and Audit Committee
with independent and objective assessments of the effectiveness of the internal
control and risk management systems. The selection of Internal Audit
projects is based on risk assessment, with a focus on operational processes,
throughout the Dufry Group. The results of Internal Audit are communicated
to management in charge, the Company’s senior management and the Audit
Committee. Regular follow-up is performed to ensure that risk mitigation
and control improvement measures are implemented on a timely basis.