2013 Registration document and annual financial report - page 132

Registration Document 2013
Corporate Governance
Report of the Chairman of the Board of Directors
The main structures responsible for overseeing the internal control
and risk management systems are as follows:
The Audit and Risks Committee
As described in the Board of Directors’ Bylaws (Article 6.1 of
Appendix A to this report set out in section 3.2.1 above) the Audit
and Risks Committee carries out the following three main tasks
in relation to internal control and risk management:
it reviews the Group’s risk management policy and ensures
that adequate systems are in place;
it is informed every year of the updates to the risk map and
the results of the monitoring processes carried out for the
Group’s main risks;
it obtains assurance concerning the effectiveness of the Group’s
system of internal control, by reviewing the methods used to
identify risks and the organizational principles and procedures
of the Internal Audit Department. It is also informed of the
Internal Audit program and of the results of the Internal Audits
carried out.
Group Internal Control Committee
The Group Internal Control Committee comprises the Chairman
and Chief Executive Officer, the Deputy Chief Executive Officer
and other members of the Executive Committee (see list in the
“Directors and Corporate Officers” section of this Registration
Document). It also includes the Senior Vice-President, Internal
Audit and the Finance Directors of the Group’s main subsidiaries.
The heads of the local Internal Audit Departments may also be
invited to attend meetings of the Committee at the invitation of
their Division’s Internal Control Committee members.
The Group Internal Control Committee guarantees the independence
of the Internal Audit function. Its responsibilities are to:
validate the annual Internal Audit program for the coming year;
review significant internal audit issues for the current year, in
each of the audited areas, and approve the action plans for
each audited unit;
track changes in internal control levels within the Group;
oversee the activities of the Internal Audit function, in terms of
audit efficiency/optimization and the adequacy of the function’s
The Group Internal Control Committee meets once a year.
Division Internal Control Committees
Local Internal Control Committees have been set up in the Group’s
main operating divisions. Each Committee is chaired by the Division’s
Chief Executive Officer and comprises members of the operating
units and finance departments, as well as a representative from
Corporate Internal Audit. The Committees meet at least once
a year to prepare the work program for the local Internal Audit
Departments (where appropriate, based on the instructions issued
by the Group Internal Control Committee), review the reports on
the internal audits performed during the period and assess the
progress of previously defined action plans.
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