REGULATIONS AUDIT COMMITTEE ACCELL GROUP N.V.

Transcription

1 REGULATIONS AUDIT COMMITTEE ACCELL GROUP N.V. 1. ADOPTION AND SCOPE 1.1. These regulations (the Regulations ) have been drawn up by the supervisory board (the Supervisory Board ) of Accell Group N.V. ( Accell Group ) in accordance with article 7.3. of the Regulations for the Supervisory Board and were adopted in the meeting of the Supervisory Board on 21 July The provisions of these Regulations are applicable to the audit committee (de AC ) and are meant to be an addition to the provisions that are applicable in accordance with the law, the articles of association and the Regulations for the Supervisory Board In the meeting referred to above in paragraph 1, the board of directors of Accell Group (the "Board") declared that it had consulted with the Supervisory Board about and is aware of the contents of these Regulations and considers itself to be bound by the obligations that arise from these Regulations, to the extent that they are applicable to (the members of) the Board. 2. DUTIES AND POWERS 2.1. The AC is a standing committee of the Supervisory Board. The AC assists the Supervisory Board in the performance of its responsibilities and the decision-making process regarding the supervision of the Board with respect to: a. the functioning of the internal risk management and control systems, including the supervision of the compliance with the relevant laws and regulations and the supervision of the functioning of codes of conduct; b. the financial disclosure of information by the company (such as, internal and external reports, accounting principles, application and evaluation of effects of new rules, understanding of the handling of estimated items in the annual accounts, prognoses, work of the external accountant in that regard, etc.); c. the observance of recommendations and the follow-up of comments of the external accountant and of internal audits; d. internal audits and their quality; e. the company's policy with respect to tax planning; f. the relationship with the (external) accountant, including in particular his independence, the remuneration and non-audit work if any - for the company; g. the company's financing; h. the application of the information and communication technology (ICT). 1

2 The above does not affect the fact that the Supervisory Board as a body continues to be responsible for the decisions that have been prepared by the AC on the matter The AC maintains an effective relationship with the Board and the external accountant. Each member of the AC gains insight, at detail level, into the responsibilities attached to the membership of the AC, as well as into the business carried on by the company, its activities and the risks to which the company is exposed The Supervisory Board authorizes the AC, within the scope of its responsibilities: a. to apply for any form of information that it needs: (i) to every employee of the company (and all the employees are instructed to help with any request of the AC); and (ii) to external parties; b. to obtain external professional advice for a fee to be agreed on with the AC; c. to see to it that, if there is a need for it, officers of the company, ((members of) the Board, (deputy) financial director or others, for example) are present at meetings The AC: Internal control and risk management assesses whether the Board promotes the correct management culture by propagating the importance of the maintenance of properly functioning internal risk management and control systems and whether the Board takes care of all the employees having an understanding of their roles and responsibilities; assesses the reliability of the automated systems and assesses in what way the Board accounts for the security of computer systems and applications, and the emergency planning with respect to the processing of operational and financial data in the event of serious computer failures; determines in consultation with the Board how the external accountant has to be involved in the contents and disclosure of financial report(s) outside the annual report and gains understanding of the extent to which recommendations of the external accountant regarding internal control and risk management have been implemented by the Board; assesses the effectiveness of the system for the compliance with laws and regulations, as well as the results of investigations by the Board into fraudulent acts or non-compliance and the further steps that are taken; ascertains that, where necessary with the help of the external accountant, all the rules have been taken into consideration when drawing up the annual accounts; assesses whether consideration has been given to the risk of fraud; 2

3 assesses together with the external accountant the possibility of possible fraud, illegal acts, deficiencies in the internal control or other similar matters; is the first point of contact of the external accountant when the external accountant observes irregularities in the contents of financial reports; Accounting General gains understanding of the areas where the largest financial risks are run and in the way in which the Board effectively manages these risks; follows, in consultation with the CFO and the external accountant, recent developments in the area of accounting and understands the effect of this on the annual accounts; assesses any legal matters that might have a significant effect on the annual accounts; Annual accounts assesses the annual accounts and establishes that they are complete and in accordance with the information known to the AC, assesses whether the annual accounts are based on the correct accounting policies; gives special consideration to complex and/or unusual transactions, such as restructurings and acquisitions; focuses on areas where opinion forming is an important factor, for example with respect to the valuation of assets and liabilities, guarantees, liability, provisions in relation to legal proceedings and other obligations (not shown in the balance sheet); discusses the annual accounts and the results of the annual audit with the Board and the external accountant; assesses, before the publication, the other elements of the annual report and checks whether the information is understandable and in accordance with the knowledge that the AC members have of the company and its activities; Interim figures assesses the accuracy of the provisional and interim figures and is given an explanation by the Board about the extent to which: a. the interim results differ significantly from the budgeted results; b. changes of financial ratios and connections in the interim figures are consistent with changes in the activities and way of financing of the company; 3

4 c. generally accepted accounting policies have been applied consistently; d. there have been or there are actual or proposed changes in the way of administrative processing or accounting of items; e. there have been important or unusual events or transactions; f. the financial and operational control measures of the company function effectively; Investigations in connection with obligations, investments and acquisitions assesses the risks and points for attention related to obligations, investments and acquisitions; External audit assesses the scope and approach of the audit proposed by the external accountant and sees to it that no unjust restrictions or limitations are imposed with respect to the scope; monitors the functioning of the external accountant and makes an analysis of his performance at least once every four years; reports annually to the Supervisory Board on the developments in the relation with the external accountant, including in particular his independence (including the desirability of rotation of partners in charge within the firm that is responsible for the audit and including the performance of non-audit work); checks the independency of the external accountant, which also means that the scale of the services provided is compared against advisory services that are purchased by the company; makes recommendations to the Supervisory Board with respect to the reappointment of the external accountant; discusses individually with the external accountant any matters of which the AC or the external accountant is of the opinion that they should be discussed in private; decides that the Board responds to recommendations of the external accountant; gives advice to the Supervisory Board, after consultations with the Board, regarding the remuneration and the assignments given for carrying out non-audit work by the external accountant; Other reporting informs the Supervisory Board on a regular basis of the activities of the AC and makes relevant recommendations; 4

5 sees to it that the Supervisory Board is aware of matters that may have significant effect on the financial position or the activities of the company; Other responsibilities carries out special investigations in isolated cases at the request of the Supervisory Board; initiates, if necessary, special investigations and hires, if relevant, special advisers for assistance; assesses and updates, if necessary, these Regulations and submits a proposal for a change to the Supervisory Board; evaluates its own performance annually. 3. COMPOSITION 3.1. The AC is made up of at least two members. All the members of the AC have to be a member of the Supervisory Board and have to be able to make a useful contribution to the AC. All the members of the AC have to be independent as meant in article 3.4. of the Regulations for the Supervisory Board At least one member of the AC is a financial expert, which means that this person has relevant knowledge and experience in financial administration/accounting with listed companies or other major legal entities The Supervisory Board periodically appoints one of its members as chairperson of the AC; this person is preferably considered a financial expert. The chairperson of the Supervisory Board does not act as the chairperson of the AC The term of office of the AC members is four years, on the understanding that a member retires automatically as an AC member as soon as the person in question is no longer a member of the Supervisory Board. A supervisory director cannot be a member of the AC for more than three times a period of four years All members of the AC have to attend every meeting. 4. MEETINGS 4.1. The AC meets as often as it considers necessary, but at least four times a year. The AC meets at least once a year with the external accountant, without the presence of the Board The AC may require that meetings are attended by (members of) the Board; this also applies to executive officer and external advisers of the company The AC is also authorized to determine that in certain cases the external accountant has to be present at the meetings. The external accountant attends in any event the meeting 5

6 of the AC in which his report regarding the audit plan and the meeting in which his report regarding the examination of the annual accounts is discussed A report is drawn up of the proceedings in a meeting of the AC. The Supervisory Board receives the reports of the meetings from the AC as well as the findings. As soon as possible after the meeting of the AC the reports are distributed to all the members of the Supervisory Board. 5. OTHER 5.1. The chairperson of the AC (or any other member) is available to answer questions during the annual general meeting of shareholders of Accell Group about the activities of the AC The Supervisory Board may at all times change these Regulations and/or revoke the powers granted to the AC The annual report of the Supervisory Board, referred to in article 4.1. of the Regulations for the Supervisory Board, specifies the composition of the AC, the number of meetings of the AC and the most important subjects that were addressed at that meeting These Regulations and the composition of the AC are published on the company's website. *** 6