Corporate governance

• the integrity of financial information reported externally
• the effectiveness of internal control and risk management systems
• and the independence, objectivity, remuneration and scope of work of the Group’s external and internal auditors.

• review and approval of the annual audit plan and setting direction for the audit plans for a period of several years
• discussion of the audit reports with the internal and external auditors, as well as with the management, and the monitoring of their implementation
• the assessment of the performance of the internal and external auditors as well as their cooperation with one another
• support of the Company’s Board in the nomination of the external auditors to be proposed to the shareholders’ meeting for election, particularly with respect to the auditors’ independence from the Group, their qualifications and the share of non-audit fees in their total remuneration
• checking the independence of the internal audit department from the Group and the units to be audited as well as the approval of the guidelines for the work of the internal audit department
• the assessment of the consolidated financial statements, the statutory financial statements and the management report of the Company as well as the decision on whether they can be recommended to the Company’s Board for submission to the shareholders’ meeting
• the periodical assessment of the internal control system
• the periodical review of the adequacy and security of the Group’s whistleblowing, fraud detection and anti-bribery procedures.

The Audit Committee consists of David Barker, Nancy Cruickshank and Carla Smits-Nusteling (who serves as chairperson of the Audit Committee).

• discussion and approval of quarterly, half-yearly and annual investor reporting packages
• deep dives on specific focus areas: risk management, liquidity & treasury, tax
• estimates and judgements prior to the annual closing
• formalization of the Internal Controls over Financial Reporting (ICFR) framework
• past audits’ remediation reporting and monitoring (establishing framework + quarterly updates)
• annual audit plan of the external auditor and the internal audit function
• performance of the external and internal auditors and (re)appointment of the external auditor for the Group and specific Material Components, as applicable
• annual assessment of the Audit Committee and the annual report of the Committee to the Board.

• the preparation and periodical review of the Group’s compensation policy and principles and the performance criteria related to compensation and the periodical review of their implementation as well as the submission of proposals and recommendations to the Company’s Board
• the preparation of all relevant decisions of the Company’s Board in relation to the nomination of the members of the Company’s Board, as well as submission of proposals and recommendations to the Company’s Board.