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Rothschild & Co | Annual Report 2017
87
1. Overview
4. Financial statements
3.
Management report
2. Business review
1.2.6.5 ASSESSMENT OF THE SUPERVISORY BOARD’S
ORGANISATION AND WORKING METHODS
At the date of publication of this report on the Company’s website, the
Company Secretary, in liaison with the Chairman of the Supervisory Board,
conducted a self-assessment of the Supervisory Board’s organisation and
working methods as regards the 2017 financial year.
Bearing in mind in the context of the meeting schedule that a self-
assessment could not be implemented before the meeting of the
Supervisory Board on 13 March 2018 convened mainly to review the
consolidated and solo parent company accounts as at 31 December 2017,
the Supervisory Board, following the opinion of its Remuneration and
Nomination Committee, considered it more appropriate to discuss the
results of this self-assessment during its meeting on 17 May 2018 following
the shareholders’ annual general meeting.
The same report for the next financial year will provide the results of this
self-assessment of the Supervisory Board, and the main considerations
and actions if any, decided accordingly.
1.2.7 Specialised committees of the Supervisory
Board
In accordance with legal and regulatory provisions, the Supervisory Board
set up an Audit Committee, a Remuneration and Nomination Committee
and a Risk Committee, and defined the composition of those committees
as well as their tasks and practices.
Only members of the Supervisory Board may sit on these committees and
only for their term of office on the Supervisory Board. The composition of
each committee is decided by the Supervisory Board.
Members of the Management Board of the Company’s Managing Partner
may attend a meeting of a Supervisory Board’s committee if so requested
or at the invitation of the committee’s chairman.
1.2.7.1 AUDIT COMMITTEE
1.2.7.1.1 COMPOSITION
As at 31 December 2017, the Audit Committee was composed of
four members: Mr. Peter Smith (Chairman and independent member),
Ms. Carole Piwnica (independent member), Mr. Sylvain Héfès and
Mr. André Lévy-Lang (independent member).
1.2.7.1.2 RESPONSIBILITIES
The Audit Committee is mainly responsible for:
• reviewing the process of drawing up financial information such
as annual accounts, half-year accounts and quarterly information;
• reviewing the statutory audit of the annual accounts and consolidated
accounts by the Statutory Auditors;
• reviewing the independence and objectivity of the Statutory Auditors;
• giving a recommendation regarding the appointment of the Statutory
Auditors proposed to the Ordinary General Meeting of Shareholders; and
• reviewing the effectiveness of the Group’s internal control systems.
The Audit Committee is empowered to obtain any information it considers
necessary to fulfil its task from the Company’s executive body, its staff,
and the Company’s or its subsidiaries’ Statutory Auditors. Audit Committee
members have the opportunity, if necessary, to seek the opinion of the
senior executives of the Group as well as that of the Statutory Auditors.
1.2.7.1.3 ACTIVITY
The Audit Committee meets at least four times a year or more frequently
if so required. As a result of the change of year end from 31 March to
31 December, a new meeting schedule has been adopted to reflect
this change.
During the nine months to 31 December 2017, the Audit Committee met
four times, with an average rate of attendance of 87.5% for all meetings.
Before each meeting, every member receives a file containing all the
documentation, notes and reports relating to each item on the agenda.
The Group Chief Financial Officer, the Group External Reporting Director,
the Group Head of Internal Audit, the Group Head of Legal & Compliance,
the Group Head of Risk, the Group Company Secretary (and General
Counsel of the Company) and the Statutory Auditors are permanent
attendees at the meetings of the Audit Committee.
As from the change of year end from 31 March to 31 December, the March
and September meetings are mainly focused, respectively, on the review
of the solo parent company and consolidated accounts and the half-year
accounts and the presentation by the Statutory Auditors of its report after
its review of such accounts. In addition, at the March meeting, the Audit
Committee reviews the report on risk management and accounting
procedures implemented by the Company on pages 72 onwards of
this report.
At the March meeting the Audit Committee receives for consideration,
the Group annual internal control report to be submitted to the French
Prudential and Control Authority (
Autorité de contrôle prudentiel et de
resolution
).
In advance of each meeting, the Audit Committee members receive
the Internal Audit activity report and the status of Statutory Auditors
recommendations. The activities of the Group subsidiary audit committees
are also presented to the Audit Committee during those two meetings.
This year, the Audit Committee also reviewed the list of non-audit fees and
took note of the new auditor partner’s rotations and audit governance
requirements under the revised Statutory Audit Directive.
At the end of each meeting, the Audit Committee usually meets with
the Group Head of Internal Audit and the Statutory Auditors without the
presence of any representative of senior management.
After each meeting of the Audit Committee, the Chairman of the Audit
Committee submits a report on the work of the Audit Committee to the
Supervisory Board members.
In addition, the Audit Committee receives, in advance of each meeting,
the Group Risk and Compliance quarterly report addressed also to the
Group Risk Committee.
Furthermore, every year, at the request of the Chairman of the Audit
Committee, the Company Secretary coordinates a review of the annual
work programme of the Audit Committee with the committee members,
to ensure that the Audit Committee discharges its responsibilities in
accordance with its Terms of Reference.