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G
Corporate governance and capital
G.3
Report of Chairman of the Board of Directors on corporate governance and internal control
Atos
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Registration Document 2016
263
G
Internal control systemplayers
G.3.2.2
The main bodies involved in the implementation of internal control procedures at Atos are as follows:
Board of Directors supported by Audit Committee
The Board of Directors prepares governance rules detailing the
used to ensure the reliability and accuracy of financial
enlighten the Board as to the quality of the internal control
Board’s role supported by its Committees. Those Committees
content and the implementation of internal control procedures
system. The Audit Committee, in particular, is informed of the
of the Internal Control System.
information and stays informed about the proper implementation
General management and Executive Committee
General management is responsible for the management of the
Group. As part of its role, general management defines the
Group’s business and focuses on strategic aspects to develop the
framework of the internal control system.
The Executive Committee leads the operational performance of
implementing and monitoring the internal control system within
the Group. Management at different levels is responsible for
their respective areas of responsibility.
Audit, Risk and Compliance (ARC) Committees
local supervision of Internal Control topics. Their purpose is to
supervision of Group Internal Audit, in order to strengthen the
review action plans related to identified weaknesses or potential
share the main audit conclusions with local management, and to
At Global Division level, ARC has been setup under the
risks.
Internal control & ERM (Enterprise RiskManagement)
Internal control & ERM function is to ensure the coordination of
of Internal Control and its continuous improvement within the
the internal control system, like the implementation of the Book
assessment.
Group. Internal control also runs the Enterprise Risk
assist in the deployment of the various initiatives.
Internal control relays in each Global Function/Division/GBU
Internal Audit
external control.
objectives of assignments, and associated results and findings.
received regular reports on the Internal Audit work plan,
to ensure an appropriate co-ordination between internal and
The Internal Audit department liaises with the statutory auditors
validated by general management. The Audit Committee also
are defined in the Group Internal Audit Charter, which was
consistent audit methodology. Internal Audit operating principles
global working practice following one Group audit plan and a
The Internal Audit organization is centralized which enables a
In 2016, Group Internal Audit department obtained the renewal
This accreditation attests to the quality of the Internal Audit (IA)
of the French Institute for Internal Audit’s IFACI certification.
function in organizations, the level of compliance with
challenges.
international standards and IA’s degree of control over key
Components of the internal control system
G.3.2.3
A
– Organization/control environment
procedures and practices) represent the ground layer of the
The organization, competencies, systems and policies (methods,
main components are presented in this section.
internal control system and the fundamentals of the Group. The
therefore enhances the control environment.
matrix structure allows a dual view on all operations and
structure that combines operational management (Global
Matrix organization:
The Company runs a matrix organization
Management (Sales & Markets and Support Functions). This
Business Units (Geographies)/Divisions) and Functional
ensure that the organizations, processes and activities effectively
committee chaired by the Group General Counsel, in order to
support the compliance policy of Atos.
Compliance coordination:
Compliance is managed by a
frame the assignment of responsibilities:
Responsibilities and powers:
The following initiatives aim to
authorization of officers of subsidiaries to incur legal
delegation of Authority:
In order to ensure efficient and
•
general management level, a formal policy sets out the
effective management control from the country level to
and other third parties. The delegation of authority policy has
commitments on behalf of the Group with clients, suppliers
Directors and rolled-out under the supervision of the Group
been updated in January 2014, approved by the Board of
Legal & Compliance department;
monitoring organizational and technical measures
policy is defining accountability for implementing and
used to perform automatic assessments of those rules in the
proportionate to the risks of errors or fraud. A tool has been
segregation of Duties:
The segregation of duties (SOD)
•
main systems.