TomTom 2012 Annual Report Download - page 33

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Audit Committee and administratively to Marina Wyatt. During
2012 the VP of Business Assurance reported each quarter to the
Audit Committee. He also ensured open communication between
himself and the chairman of the Audit Committee.
The audit programme covers key business processes, subsidiary
offi ce reviews, the auditing of major ICT projects before go live
and special requests. Working with management, Internal Audit
selects the areas of the business to be audited during the year.
Their selection has been presented to the Audit Committee and
approved by them.
Members of the Audit Committee and Management Board may
at any time request Internal Audit to carry out an internal audit
or special consulting service. During 2012 approximately thirty
two per cent of the Internal Audit workload involved such special
requests. We believe that this approach helps to keep the Internal
Audit work schedule closely aligned with the dynamic nature of
our business, as well as demonstrating Internal Audit’s healthy
working relationship with the rest of the business.
Independence
The Business Assurance department maintains a high-level of
independence and objectivity within its team. This is based on
the following principles:
– the Audit Committee Charter describes the purpose, authority
and responsibilities of Internal Audit
– the VP of Business Assurance has unrestricted access to the
Supervisory Board and Audit Committee and reports regularly
to the Audit Committee, as well as maintaining a direct
relationship with the Audit Committee Chairman
– all individual members of the Internal Audit department are
qualifi ed professionals who uphold the ethical guidelines
covering independence laid down by the professional bodies
governing registered accountants and internal auditors
– the internal auditor’s role is to provide assurance and advice
to management, who are ultimately accountable for the
effectiveness of the internal control and risk systems.
External auditor
The Audit Committee agrees the compensation of the external
auditor and recommends the appointment of an external auditor
to the Supervisory Board. Each new appointment is subject to the
approval of the company’s shareholders at the Annual General
Meeting.
Deloitte Accountants BV has acted as external auditor for
the company since 2004. The Audit Committee has reviewed
Deloitte’s performance and independence during 2012. The Audit
Committee recommends that the Supervisory Board re-appoint
Deloitte for the 2013 fi nancial year-end audit, subject to the
approval of shareholders at the Annual General Meeting. Deloitte
have expressed their willingness to continue to provide this
Activities
The Audit Committee assisted the Supervisory Board in overseeing
the following areas of the business:
– the integrity of the company’s quarterly fi nancial results and
related press releases
– the integrity of the annual report, including the company’s
accounting and fi nancial reporting policies and processes
– the integrity of the company’s disclosure controls and
procedures
– 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 role and functioning of the Internal Audit department (part
of the Business Assurance team that coordinates oversight of
the company’s business risk management)
– the maintenance of an effective system of risk management
and internal control relating to strategic, fi nancial, operational
and compliance risks
– compliance with the recommendations and observations of
the internal and external auditors
– the company’s approach to fi nancing, cash and foreign
exchange management
– the fi nancing of the company
– the application of information and communication technology
(ICT)
– the company’s policy on tax planning
– the company’s code of business conduct and ethics, as well as
its approach to protecting and securing key company assets.
In October 2012 the Audit Committee reviewed the Audit
Committee Charter and resolved that no changes were necessary.
The Audit Committee Charter is available on the TomTom website.
An independent third party carried out an assessment of the
functioning of the Audit Committee. It was concluded that it
will continue to place emphasis on fi nancial reporting and risk
assessment.
Financial reporting
The Supervisory Board and Audit Committee reviewed the
quarterly fi nancial results and full year fi nancial statements prior
to their release. Attention was paid to critical accounting policies,
the valuation of goodwill and assets and the clarity of the rules for
disclosure, as well as the company’s compliance with accounting
standards, the requirements of NYSE Euronext Amsterdam and
other corporate governance, legal and regulatory bodies.
Business assurance
The company monitors its internal controls through a systematic
approach to risk assessment and internal audit. The Business
Assurance team assists in the independent review of the
company’s risk management controls. The VP of Business
Assurance leads the department, reporting functionally to the