TomTom 2009 Annual Report Download - page 51

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To complement this already broad level of expertise,
Joost Tjaden was appointed as an additional Audit
Committee member and he will begin to serve on
the Audit Committee from 2010. The other members
of the Audit Committee are Ben van der Veer
(Chairman), Doug Dunn and Rob van den Bergh.
During the year the Audit Committee called to
attendance various people. Regulars at Audit
Committee meetings included the Management
Board members, the Director of Business
Assurance and the external auditor. The CIO, Head
of Tax & Treasury (Director of Corporate Finance),
Head of Investor Relations, the CFO of Tele Atlas
and the Director of Legal Services presented and
reported to the Audit Committee.
Activities
The Audit Committee assisted the company in
supervising and providing advice on the following
areas of the business:
• the integrity of annual and quarterly financial
reporting presented under IFRS, together with
the related press releases
• relations with the external auditor, including the
scope of their plans, assessment of their
independence, approval of their remuneration,
and their annual re-appointment
• the maintenance of an effective system of
internal control and risk management relating
to strategic, financial, operational and
compliance risks
• the role and functioning of the Business
Assurance department covering areas of
internal audit, business risk management and
corporate security
• compliance with the recommendations and
observations of the internal and external
auditors
• the application of information and communication
technology (ICT)
• the company’s approach to securing and
protecting key company assets
• the policy of the company on tax planning and
compliance
• the financing of the company
• review of the policies for managing cash and
foreign exchange risks.
Financial reporting
The Supervisory Board and Audit Committee
reviewed the quarterly financial results and full year
financial statements prior to their release. Attention
was paid to critical accounting policies, the
valuation of goodwill and assets, clarity of disclosure,
compliance with accounting standards, the stock
exchange requirements of Amsterdam NYSE
Euronext and other corporate governance, legal
and regulatory requirements.
Business assurance
The company monitors its internal controls through
a systematic programme of risk analysis, internal
audits and control self-assessments. The Business
Assurance department assists in the independent
review of controls and management of risks. The
department is the responsibility of the Director of
Business Assurance, who reports functionally to
the Audit Committee and administratively to the
Chief Financial Officer. Each quarter the Director
of Business Assurance reported to the Audit
Committee and attended the Audit Committee
meetings. In order to facilitate free and open
discussions during the course of the year, the
Director of Business Assurance met separately,
and maintained open communication lines, with
the Chairman of the Audit Committee.
Based on a four-year Internal Audit Plan (guidelines,
principles and processes) approved by the
Supervisory Board during 2008, the internal audit
work schedule for 2009 was put forward for
validation by the Management Board and approved
by the Audit Committee.
The Internal Audit Plan continued to be rolled out
according to plan, taking into account additional
audits that were requested to address particular
business needs. During the quarterly Audit
Committee meetings progress on, and changes to,
the Internal Audit Plan were discussed and agreed.
Independence
The Business Assurance department maintains a
high-level of independence and objectivity within its
team, primarily through the following principles:
• the department provides assurance on internal
controls and advice on business risks and the
Management Board is accountable for
managing risks associated with the company’s
activities and for maintaining appropriate
internal control systems;
• through the Director of Business Assurance,
the Supervisory Board and Audit Committee
maintain direct relationship with the business
assurance department.
• the Audit Committee Charter describes the
purpose, authority and responsibility of the
Internal Audit function.
Since 2007 the Director of Business Assurance has
served as the Chairman of the Security Committee.
The Security Committee oversees all security matters
for the group. In order to further enhance the
independence of the Business Assurance team, the
responsibility for Corporate Security was transferred
to a Management Board member during the year.
From 2010 the Director of Business Assurance no
longer has management responsibilities related to
corporate security and will continue to serve on the
Security Committee in an advisory capacity.