175 / 198
REPORTS OF THE BOARD OF DIRECTORS
8
REPORT BY THE CHAIRMAN OF THE BOARD OF DIRECTORS
8.1.2
IMPLEMENTATION OF THE
RECOMMENDATIONS CONTAINED IN THE
AFEP-MEDEF CORPORATE GOVERNANCE
CODE FOR LISTED COMPANIES
(AS REVISED IN NOVEMBER 2015)
The Assystem Group has elected to apply the recommendations
contained in the AFEP-MEDEF Corporate Governance Code for Listed
Companies (as revised in November 2015).
The Group has not identified any areas of non-compliance with
this Code, apart from those described in Chapter 2 on Corporate
Governance. In addition, it has assessed the Board of Directors’ work,
based on a questionnaire completed by each Board member, the results
of which are detailed in section 2.1.2.1.
The application of the recommendations and provisions concerning the
remuneration of directors (executive and non-executive) is described in
Chapter 2 – Corporate Governance.
8.1.3
INTERNAL CONTROL PROCEDURES
The Group’s internal control system comprises a combination of
resources, procedures, behavioural standards and actions adapted to
the specific features of each Group company and to the Group as a
whole. This overall system:
●
helps the Group manage its business activities, the effectiveness of
its operations and the efficient use of its resources;
●
is designed to enable the Group to appropriately factor in the
significant risks to which it is exposed (operational, financial and
compliance-related risks).
The purpose of internal control is to ensure:
●
compliance with the applicable legislation and regulations;
●
the application of instructions and guidelines stipulated by the Board
of Directors;
●
the smooth functioning of each entity’s internal procedures, in
particular those designed to take into account risks encountered in
their activity and consequently, safeguard assets;
●
the reliability of financial information.
However, internal control cannot provide an absolute guarantee that
Assystem’s objectives will be met, as any internal control system has
inherent limitations. These limitations are due to various factors, such
as uncertainties in the external environment, the exercise of judgment,
or the cost/benefit relationship of setting up new control mechanisms.
The Group’s internal control system concerns all fully consolidated
subsidiaries controlled by the Group.
The summary information set out in this report relating to Assystem’s
internal control procedures is centred on significant elements that could
have an impact on the financial and accounting information published
by the Group.
The Assystem Group has chosen to apply the internal control framework
recommended by the AMF in its recommendation no. 2015-01 issued
on 12 January 2015.
The existing internal control procedures in place within the Group,
and in particular those relating to the preparation and processing of
accounting and financial information, are broken down on the basis
of the five main components of internal control (see paragraph 3.3 of
this Chapter).
This report also describes the procedures developed in order to identify,
analyse and manage risks.
See the risk factors section in Chapter 5 for further information on the
Group’s risks.
8.1.3.1
Internal control players and organisation
of internal control procedures
The Company has a full set of measures in place intended to control
and reduce any risks that could prevent it from achieving its objectives.
These measures take the form of procedures, instructions, supervisory
arrangements, authorisations, delegations of responsibility, etc.
This system covers the entire scope of the Group: divisions, business
units, legal entities, countries, divisions, departments and services and
covers all business processes. It forms an integrated framework.
Assystem’s Board of Directors is ultimately responsible for ensuring
that the internal control system is implemented properly and functions
effectively.
Since it is responsible for initiating and spearheading the Group’s
clearly-expressed strategy of deploying an integrated internal control
system, Assystem’s management team is the system’s owner. However,
all Group players are part-owners in the sense that they are the agents
and custodians of the system.
Assystem’s various operations are carried out by project teams that
work closely with their clients in order to deliver appropriate solutions
in a rapid timeframe.
In order to ensure the requisite responsiveness and enable each profit
centre manager to take the necessary decisions a decentralised
organisational structure has been put in place within the operating units.
175
ASSYSTEM
FINANCIAL REPORT
2015