4.4.3 Main participants in the system of internal control
Internal control procedures are part of the policies defined by the Board of Directors and are implemented under the direct responsibility of the heads of the operating divisions and corporate functions. Internal control is everyone’s responsibility, from corporate officers to front-line employees.
The main structures responsible for overseeing the internal control system are as follows:
126.96.36.199 Executive Management
In accordance with the law and the Company’s bylaws, the Chairman and Chief Executive Officer represents the Company in its dealings with third parties and has the broadest powers to act on behalf of the Company in all circumstances. The situations where exercise of the Chairman and Chief Executive Officer’s powers is subject to the prior approval of the Board of Directors are described in the report on corporate governance in Chapter 6.
For the purpose of carrying out his duties, the Chairman and Chief Executive Officer has set up an Executive Committee comprising representatives from all of the operating divisions and corporate functions. The Executive Committee members are:
- Executive Vice-President, Human Resources & Corporate Social Responsibility;
- Vice-President, Communications;
- Chief Operating Officer, Payment Solutions & New Markets;
- Chief Operating Officer, Employee Benefits;
- Chief Operating Officer, Fleet & Mobility Solutions;
- Executive Vice-President, Legal & Regulatory Affairs;
- Executive Vice-President, Marketing & Strategy;
- Executive Vice-President, Finance;
- Executive Vice-President, Global Technology.
188.8.131.52 Group Finance
The Executive Vice-President, Finance is responsible for implementing the Group’s financial policies, in particular by communicating to the subsidiaries the accounting principles and standards used to prepare the consolidated financial statements.
Group Finance is organized around the following departments:
- Group Internal Audit, which includes the operating and financial Internal Audit teams, as well as information systems Internal Audit teams;
- Treasury & Financing;
- Group Accounting, responsible for overseeing the following units:
- Group Consolidation,
- Group Accounting of Holdings (including Edenred SE),
- Group Financial Information Systems;
- Corporate Finance, Mergers & Acquisitions;
- Financial Communications;
- Group Tax;
Group Finance maintains regular contact with the Statutory Auditors, who audit the financial statements of the Company and the Group in accordance with the applicable laws and regulations.
Group Internal Audit & Information Systems Audit Department
Reporting to the Chief Financial Officer, the Head of Group Internal Audit has permanent access to the Chairman and Chief Executive Officer to whom he presents a report of his activities at least twice a year. Similarly, the Head of Group Internal Audit presents the results of his work directly to the Chairman of the Audit and Risks Committee once a year. The Internal Audit Department is one of the cornerstones of the internal control system, responsible for helping to develop internal control tools and standards, and for performing audits based on the multi-year audit program approved by the Board of Directors via the Audit and Risks Committee. The team comprises operations auditors and information systems auditors, reporting to a head of department.
Internal Audit is defined in the professional standards of the Institute of Internal Auditors (IIA) as “an independent, objective assurance and consulting activity designed to add value and improve an organization’s operations and information systems.” The internal auditors help the Group to meet its objectives by assessing its risk management, control and governance processes according to a systematic and methodical approach, and making proposals to improve their efficiency.
The Internal Audit Department’s procedures are fully aligned with this definition. Its methods and procedures for reporting on its work are described in the Internal Audit Charter. This charter defines the framework for Internal Audit activities within the Group, based on the professional guidelines issued by IFACI (operations and financial audit) and ISACA (information systems audit), IIA affiliates, which require internal auditors to observe the highest ethical standards. It is signed by the Chairman and Chief Executive Officer, the Executive Vice-President, Finance and the head of Group Internal Audit, and approved by the Group’s Audit Committee. Group Internal Audit has had IFACI Professional Certification for its professional activities since November 2017. This certification was renewed on February 2, 2021 for a three-year period.
Group Internal Audit coordinates its audit plans with the Statutory Auditors’ work plans. In 2021, the Group Internal Audit team comprised the head of department and eight auditors (four operations auditors and four information systems auditors).