2014 Registration Document and Annual Financial Report - page 118

Corporate GOVERNANCE
Report of the Chairman of the Board of Directors
3
Overall organization of the internal control
and risk management systems
Main participants
Internal control and risk management procedures are part of the
policies defined by the Board of Directors and are implemented under
the direct responsibility of the operating divisions and corporate
functions. Internal control and risk management are everyone’s
responsibility, from executive officers to front-line employees.
In this regard, the main structures responsible for overseeing the
internal control and risk management systems are as follows:
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 detailed
in paragraph 3.2.1 of this report.
The Chairman and Chief Executive Officer has structured the Group
around two core competencies:
ƒƒ
HotelServices: a hotel operator and brand franchisor;
ƒƒ
HotelInvest: a hotel owner and investor.
For the purpose of carrying out his duties, the Chairman and Chief
Executive Officer is assisted by an Executive Committee which
includes representatives from all of the operating divisions and
corporate functions. This Committee comprises the following
members:
ƒƒ
the Deputy Chief Executive Officer in charge of Transformation,
Human Resources and Legal Affairs, whose responsibilities also
include Safety & Security and Internal Audit;
ƒƒ
the Chief Financial Officer;
ƒƒ
the COO of HotelInvest;
ƒƒ
the Deputy Chief Executive Officer in charge of Marketing, Digital
Media, Distribution and Information Systems;
ƒƒ
the CEO of HotelServices, the Americas;
ƒƒ
the CEO of HotelServices, Asia-Pacific;
ƒƒ
the CEO of HotelServices, United Kingdom, Ireland, Benelux,
Switzerland, Russia and CIS;
ƒƒ
the CEO of HotelServices, Germany, Poland and Central Europe;
ƒƒ
the CEO of HotelServices, France;
ƒƒ
the CEO of HotelServices, Mediterranean, Africa and the Middle
East.
In addition, several corporate departments that provide services to
both HotelServices and HotelInvest report directly to the Chairman
and Chief Executive Officer, namely:
ƒƒ
the Group Business Development Department;
ƒƒ
the Strategy Department;
ƒƒ
the Institutional Relations Department;
ƒƒ
the Group Media Relations Department;
ƒƒ
theCorporateBrand, CSRand Internal CommunicationsDepartment.
Group Finance
The Chief Financial Officer ensures that the Group’s financial
policies are properly implemented, in particular by circulating to the
Divisions the accounting principles and standards used to prepare
the consolidated financial statements.
The Group Finance function is organized around the following
departments:
ƒƒ
the Finance Senior Executive Office, which is in charge of Group
financial control and Group financial information systems;
ƒƒ
the Group CorporateTreasury, Financing and Credit Management
Department;
ƒƒ
the Group and France Tax Department, which is tasked with
implementing and coordinating Group tax planning measures,
particularly relating to cross-border transactions;
ƒƒ
the Financial Communication and Investor Relations Department,
which is in charge of releasing information on the Group’s strategy
and results to the financial markets;
ƒƒ
the Group Consolidation Department, which is also in charge of
the Group’s accounting standards (IFRS);
ƒƒ
the parent company’s Accounting Department;
ƒƒ
the Finance Department of the company in charge of the Group’s
loyalty programandDistribution andMarketingmanagement control;
ƒƒ
the Information Systems’ Finance Department;
ƒƒ
the Project Finance Department, which coordinates the Finance
Department’s cross-business projects;
ƒƒ
the Group Procurement Department.
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.
Risk Management and Insurance
The Risk Management and Insurance Department coordinates the
Group’s structured process for identifying, analyzing and assessing
risks and implementing risk prevention action plans adapted to the
identified risks. It is also responsible for rolling out risk identification
processes (
e.g.
risk mapping) and provides support to the Group’s
operational and corporate departments in this area. In particular,
as part of the overall process for managing hotel risks, it defines,
promotes and coordinates personal safety procedures in the Group’s
hotels and conducts inspections to ensure that these procedures
are properly implemented by the people concerned. In addition, it
is responsible for arranging appropriate coverage for the Group’s
risks, notably by setting up insurance policies.
Group Safety & Security
The Group Safety & Security Department advises and assists
Executive Management in defining Group-wide safety and security
policies. It is responsible for deploying, coordinating and monitoring
measures aimed at preventing malicious damage in Group hotels
and protecting our customers, employees and infrastructures. Its
duties include consulting, performing audits, providing operational
support and helping to find secure locations for new hotels in
high-risk countries.
Registration Document 2014
116
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