UNBOUNCE - EXAMPLE PAGE-REPORT-ENTERPRISE DOCUMENT-KINGSPAN - Flipbook - Page 79
shall be not less than three members
present in person or by proxy and
entitled to vote. All ordinary shares
rank pari passu and carry equal
voting rights. Every member present
in person or by proxy shall upon a
show of hands have one vote and
every member present in person or
by proxy shall upon a poll have one
vote for each share of which they are
the holder. In the case of an equality
of votes, the Chairman shall, both
on a show of hands and at a poll,
have a casting vote. Further details
of shareholders rights with respect to
the General Meetings are set out in
the Shareholder Information section
of this Annual Report.
Internal control and risk
management systems
The Board confirms that there is
an ongoing process for identifying,
evaluating and managing any
significant risks faced by the Group.
This process has been in place for
the year under review and up to the
date of approval of the financial
statements, and it is regularly
reviewed by the Board in compliance
with ‘Guidance on Risk Management,
Internal Control and Related Financial
and Business Reporting’ issued by the
Financial Reporting Council.
The Board has delegated responsibility
to the Audit & Compliance
Committee to monitor and review the
Group’s risk management and internal
control processes, including the
financial, operational and compliance
controls. This is done through detailed
discussions with management and
the executive directors, the review
and approval of the internal audit
reports, which focus on the areas of
greatest risk to the Group, and the
external audit reports, as part of both
the year end audit and the half year
process, all of which are designed
to highlight the key areas of control
weakness in the Group. Further details
of the work conducted by the Audit &
Compliance Committee in this regard
is detailed in the Report of the Audit &
Compliance Committee contained in
this Annual Report.
The main features of the
Group’s internal control and risk
management systems that relate
specifically to the Group’s financial
reporting processes are:
g Budgets and strategic plans
are approved annually by the
Board and compared to actual
performance and forecasts on a
monthly basis;
g Sufficiently sized finance
teams with appropriate level of
experience and qualifications
throughout the Group;
g Formal Group Accounting Manual
in place which clearly sets out
the Group financial policies in
addition to the formal controls;
g Formal IT and treasury policies
and controls in place;
g Centralised tax and treasury
functions;
g Sales are submitted and reviewed
on a weekly basis whilst full
reporting packs are submitted
and reviewed on a monthly
basis; and
g Internal audit function review
financial controls and report
results/findings on a quarterly
basis to the Audit & Compliance
Committee.
g Consideration by the Audit &
Compliance Committee of the
outcomes from the annual risk
assessment of the business;
g The review of internal and
external audit management
letters by the Chief Financial
Officer, Head of Internal Audit
& Compliance and the Audit &
Compliance Committee; and
the follow up of any critical
management letter points
to ensure issues highlighted
are addressed.
In addition, the remit of the
Audit & Compliance Committee
was extended in 2020 to include
reviewing the effectiveness of the
controls and processes relating to
product compliance by:
g Reviewing reports from the
Group Head of Compliance
relating to product compliance,
certification and accreditation,
including implementation
status of the Group’s ISO 37301
Compliance Management
Systems targets;
g Auditing compliance with the
Group Marketing Integrity
Manual incorporating the CCPI
best practice principles;
The main features of the
Group’s internal control and
risk management systems that
relate specifically to the Group’s
consolidation process are:
g The review of reporting packages
for each entity as part of the year
end audit process;
g The reconciliation of reporting
packages to monthly
management packs as part of
the audit process and as part of
management review;
g The validation of consolidation
journals as part of the
management review process and
as an integral component of the
year end audit process;
Kingspan Group plc Annual Report & Financial Statements 2021
g The review and analysis of
results by the Chief Financial
Officer and the auditors
with the management of
each division;
g Monitoring the culture of
compliance across the Group.
Further information on the risks
faced by the Group and how they
are managed are set out in the Risk
& Risk Management section of this
Annual Report.
Leadership and Board renewal
The Nominations & Governance
Committee (the ‘committee’),
leads the process for appointments
while ensuring plans are in place for
orderly succession to both the Board
and senior management positions.
Report of the Nominations & Governance Committee
