COLAS : Special Report by the Chairman of the Board of Directors on the work of the Board and internal control
04/22/2009| 09:29am US/Eastern
PR Newswire/Les Echos/
Report of the Board of Directors - Colas Group
Special report by the Chairman of the Board of Directors
on the conditions governing the preparation and organization of the work of the
Board and on internal control procedures implemented by the Company (articles
L. 225-37 and L. 225-68 of the French Code of Commerce)
Pursuant to the provisions of articles L. 225-37 and L. 225-68 of the French
Code of Commerce, I hereby present my report on the conditions governing the
preparation and organization of the work of the Board and on internal control
procedures implemented by your Company. This report was prepared on the basis of
information received from all corporate departments. It was written by the
General Secretary and the Chairman and CEO of Colas, was submitted to the Audit
Committee and subsequently approved by the Board of Directors in its meeting of
February 24, 2009.
The Board of Directors
Overview of the organization of the Board of Directors
As of its meeting of February 24, 2009, your Board consisted of the following
Hervé Le Bouc
Patrick Le Lay
Philippe Marien, permanent representative of Bouygues
These Directors are appointed by the Shareholders' Meeting for a term of two
Changes in the membership of the Board in 2008
The Shareholders' Meeting held on April 16, 2008 reappointed two Directors,
Jean-François Guillemin and Patrick Le Lay.
Proposed changes in Board membership submitted to the Shareholders' Meeting
A proposal will be submitted to the Shareholders' Meeting of April 15, 2009
recommending that the Meeting reappoint six Directors for a further term of two
years: Hervé Le Bouc, Christian Balmes, Olivier Bouygues, Thierry Genestar,
Thierry Montouché, and Bouygues and to appoint François Bertière for a term
of two years. The Board will hence be composed of nine Directors.
The Board of Directors met three times in 2008 to transact ordinary business, a
frequency that will be increased to four times beginning in 2009 (specifically,
in the months of February, May, August and November). In February, the Board
approves the financial statements for the previous fiscal year and reviews the
Group's strategic priorities for each business segment. In August, it reviews
the Company's performance during the first half of the year and analyzes
business activity and profit forecasts for the current and following years. In
November, and from 2009 in May, interim business activity and profitability
indicators are reviewed. The agenda of meetings of the Board called to transact
ordinary business is generally divided into three parts: current business
activity and outlook; review of financial statements; legal issues. A set of
documents dealing with legal matters in particular is presented to each
Chairman and CEO
The Board of Directors has decided not to separate the roles of Chairman and
Audit and Compensation Committees
The Board is assisted in the performance of its duties by an Audit Committee and
a Compensation Committee. The responsibilities of these committees and their
operating guidelines are defined in the Board's internal rules and
Founded in February 2003, the Audit Committee meets four times each year to
review the consolidated and parent company financial statements in advance of
Board of Directors' meetings. The members of the Audit Committee are Philippe
Marien (Chairman), Christian Balmes, and Thierry Montouché.
Its mission is to assist the Board in guaranteeing the accuracy, reliability and
fair presentation of these statements and the quality of the information
communicated, in particular to shareholders. It reviews the interim and annual
financial statements as well as the internal financial results for the periods
ending April 30 and September 30. It ensures the relevance of accounting
policies and principles, evaluates the main financial risks, assesses internal
control systems in place, and issues recommendations. Lastly, it determines
criteria for the appointment of statutory auditors and is notified of their
mission schedules as well as their recommendations.
Founded on April 17, 1991, the Compensation Committee is responsible for
recommending to the Board the compensation and benefits to be received by the
Chairman and Chief Executive Officer. The current members of this committee are
Jean-François Guillemin and Olivier Bouygues.
Activity report of the Board of Directors for the fiscal year ended December 31,
The Board met four times over the course of the 2008 fiscal year. The average
attendance rate at Board of Directors' meetings was 85%.
The main items of business discussed by the Board in 2008 are described below.
The Board approved the annual and interim financial statements after having
reviewed the reports submitted by the Audit Committee, examined the financial
statements themselves, set the amount of the dividend as well as its payment
terms and conditions, and validated the prospectus for the share buyback
program. In particular, the Board introduced the option to receive the dividend
in the form of shares.
On February 21, 2008, the Board approved the co-optation of Jean-François
Guillemin as Director to replace Oliver Poupart-Lafarge, who had resigned and,
since Philippe Marien had previously taken over the former's position as
Bouygues' permanent representative on the Board, proposed that the
Shareholders' Meeting ratify this co-optation and the renewal of this
appointment. The Board also examined the Group's business activity and results
for 2007, the performance of each of its business segments, the Group's
strategies and outlook for 2008, its industrial potential and future strategies,
the year's investments (including acquisitions made in 2007 and their impact
in terms of production, aggregate reserves and revenue), the investment budget
for fiscal year 2008 (two proposed acquisitions, one in the Caribbean, the other
in Australia), and evaluated the success of safety improvement initiatives. The
parent company and consolidated financial statements were approved with the
proposed appropriation of earnings, as well as the compensation awarded to the
Chairman and the amount and allocation of directors' fees under the
authorization granted by the Shareholders' Meeting. The Combined
Shareholders' Meeting was also convened.
On June 23, 2008, the Board met in emergency session to review and authorize a
certain number of regulated agreements and bond issues relating to the contract
between Communauté d'agglomération rémoise and Société Mobilité
Agglomération Rémoise SAS (known as Mars), in which Colas has an 8.5% stake,
for the design, financing, construction, operation and maintenance of the first
tramway in Reims.
In its meeting of August 27, 2008, the Board examined the situation of the
parent company and its subsidiaries for the six-month period ending June 30,
2008, reviewed the progress of investments, discussed a potential acquisition in
Romania, and examined the interim parent company and consolidated financial
In its meeting of November 27, 2008, the Board reviewed the Group's business
activity during the third quarter of 2008 and its outlook, investments made, two
proposed acquisitions, and the parent company and consolidated financial results
for the period ending September 30, 2008. A proposed three-year business plan
for the period 2008-2011 was also examined.
Operations of the committees established by the Board
The Audit Committee met twice during the year, on February 19 and August 25,
2008. The average attendance rate at these meetings was 100%. During its
meetings, the Audit Committee notably reviewed, on February 19, 2008, the
Group's accounting policies and the changes introduced in accordance with the
adoption of IAS 19 relating to employee benefits, which allows for the
recognition in equity of actuarial gains or losses arising from these benefits.
The Committee took due note of the production of a new statement of gains and
losses recognized directly in equity. The new mandatory accounting standards
scheduled to come into effect were examined, with the conclusion that their
impact should not be material. Changes in the scope of consolidation were
reviewed, in particular the most significant development, which was the
acquisition of Spie Rail (rail segment). Information by segment and key
financial figures for the period ending December 31, 2007 were also both
reviewed. A summary report was prepared by the statutory auditors concerning
audit coverage, acquisitions and disposals, provisions, key topics addressed in
relation to internal control and the work performed by this function.
During its meeting of August 25, 2008, the Board examined changes in the scope
of consolidation, including new acquisitions, as well as information by segment.
The statutory auditors notably discussed the acquisitions and disposals of the
period, the business activity of Colas Rail, several defined-benefit pension
plans, the IFRIC 11 standard, and work in progress on the assessment of internal
At both of these meetings, the Audit Committee issued an unqualified opinion
with regard to the parent company and consolidated financial statements and
recommended that they be approved by the Board.
The Compensation Committee met in February 2008 to review the compensation
awarded to Hervé Le Bouc, Chairman and Chief Executive Officer, and in November
2008 to submit a report to the Board of Directors on the twenty-eight
recommendations of AFEP and MEDEF, also proposing that the Board distribute by
electronic means, and thus post on the Colas Web site, a declaration with regard
to the application of these recommendations by the Company.
Internal control procedures
Colas as the head company of a group of more than 673 companies based in some
forty countries, implements internal control procedures in line with its
business strategies, so as to ensure that the accounting and financial
information presents a fair view of the Group's business activities and to
make sure that management decisions, transactions carried out, and courses of
action pursued by employees comply with regulations as well as the guiding
principles and best practices to which Colas adheres. The internal control
system developed by Colas applies to all Group entities. As with any internal
control system, the Company is not able to fully guarantee that the risks this
system is designed to prevent are completely eliminated.
Organization of the Group
The organization of the Group is based on the following principles:
- business activities pursued by subsidiaries: virtually all of the Group's
business activities are conducted by subsidiaries that are, in general, wholly
owned by Colas;
- high level of decentralization, in order to situate decision-making
processes at the most relevant and effective level: this architecture involves a
limited number of hierarchical tiers and usually only three main levels of
responsibility. Each manager fulfills his or her role by virtue of delegations
- financial and economic responsibility assumed by independent legal entities
(coextensive legal and financial scope of action);
- systematic and frequent verification of actions and results in relation to
objectives defined and monitored in reports drafted at regular intervals on the
basis of shared and identical management principles, guidelines and procedures
followed by all Group companies and employees.
Both in France and worldwide, business activities are performed by work centers
or industrial units operating in a geographically defined region (e.g. a
specific region of France), each of which is under the supervision of an
operational manager supported by his or her management teams, who aim to achieve
specific financial and qualitative objectives.
These centers are united under either regional subsidiaries (within France) or
national subsidiaries (outside France). Each of these subsidiaries has its own
executive management team - in general, a chairman supported by functional
managers responsible for orienting, developing and auditing all operations of
Six managing directors steer, supervise and audit the work of these
subsidiaries. International operations are under the responsibility of three
managing directors and one deputy managing director: North America, Europe,
Africa/Indian Ocean/French overseas departments and territories, Asia/Australia.
For France, two managing directors each supervise a specific geographic region
and non-road construction subsidiaries.
This organization is able to take into account a number of specific
characteristics (country, business activity, size).
All subsidiaries and managing directors benefit from assistance provided by the
functional divisions of Colas, which provide the benefit of their expertise
(internal audit, accounting and consolidation, communication, environment,
finance, legal, equipment, research and development, human resources and
information systems). These divisions define and make changes to the Group's
guidelines and procedures in their specific areas of expertise. They work
closely with the functional managers of the subsidiaries. Meetings bring
together at least once or several times each year all managers within the Group
for a single business line so as to share experiences, organize and disseminate
information, and keep abreast of the latest developments.
In the context of this organization, all executive management staff place
special emphasis on ensuring that internal control remains a key priority for
employees of companies within the Group (at both long-existing and newly
integrated subsidiaries). The strategy pursued by the Group for many years is
one focusing on growth and expansion achieved through the application of
prudence, rigor and control. The transparency of internal control contributes to
compliance with these principles. The sharing of these principles is backed by
the skills and expertise of employees who, in large part, have been working
within the Group for many years, encouraged by a system based on regular
internal advancement, or who have joined the Group as a result of the many
acquisitions carried out, and who share these values, already respected within
the entities in question or acquired once they were integrated within the Group.
Lastly, the members of executive management and the functional divisions
(finance, accounting, legal) are members of the Boards of Directors of the
Organization of internal control procedures
In 2008, Colas continued its work on preparing an internal control framework in
accordance with the recommendations issued by the AMF, on the basis of the
reference framework of January 22, 2007.
Progress in the development of internal control procedures
The project for the definition of internal control procedures was launched in
September 2007, in close collaboration with parent company Bouygues. Conceived
as a three-year plan, this project aims to identify and review the existing
internal control procedures and to implement any changes and improvements
required to obtain an internal control system encompassing all Colas Group
companies in compliance with the framework recommended by the AMF. This project
benefits from exchanges with other functions within the Bouygues Group,
addressing cross-functional issues in a harmonized manner, all the while taking
into account the specific characteristics of Colas.
The following schedule was established:
- September 14, 2007: launch of the project;
- 2008: adaptation of the existing system and definition of a permanent and
autonomous organization overseeing internal control procedures;
- 2009-2010: implementation of the new system and monitoring of progress in
Achievements of 2008:
- an internal control framework applicable to Colas was established on the
basis of the reference framework shared by all Bouygues Group companies. It
includes 459 principles, supplemented by 33 principles specific to the business
activities pursued by companies belonging to the Colas Group. This framework
consists of two sections:
. the first section comprises 244 principles of general application,
covering in particular the areas of organization, operating methods, as well as
internal and external communication;
. the second section comprises 215 accounting and financial principles,
grouped according to the structure of the accounting and financial application
guidelines document and including all of the internal control issues raised
within this document;
- an initial self-evaluation of these internal control principles was
performed in October 2008 by a group consisting of the twenty road construction
and non-road construction subsidiaries present in metropolitan France;
- an initial mapping of risks was undertaken by Colas subsidiaries in
metropolitan France and a summary table of the twenty main risks was produced.
The extent of coverage of this first self-evaluation exercise pertaining to the
framework's internal control principles and risk mapping represented
approximately 55% of 2008 revenue.
Each Colas subsidiary in metropolitan France has appointed an internal control
representative who will supervise and coordinate the annual selfevaluation of
internal control principles by operational and functional staff, also delivering
results and analysis according to a predetermined timetable to the central
manager of internal control at the parent company.
The internal control framework was translated into English in early 2009 to
allow for its deployment to international subsidiaries so that an initial
selfevaluation exercise can be performed in October 2009, ensuring that a
group-wide exercise may be performed in all Colas companies by the end of 2009.
The latter will be carried out by a total of 62 entities, generally head
companies of consolidation groups (by country or region), which should
correspond to about 99% of Colas' consolidated revenue.
The process for the preparation of a mapping of risks on an international scale
was launched in September 2008 with the aim of producing a first listing of
risks by mid-2009. The deadline for the production of an initial mapping of
risks encompassing all Group companies was set for January 2010, thus
corresponding with the usual target date for the release of revenue and profit
forecasts for 2010 as well as the three-year rolling plan. A risk summary may
subsequently be developed for each of the twenty subsidiaries based in
metropolitan France and the nine regional divisions which constitute the
backbone of the Group's management structure.
Progress report at end 2008
The analysis of the first self-evaluation of framework internal control
principles carried out in October 2008 prompted the following conclusions:
- principles relating to the accounting and financial domain are well
understood and consistently applied, to a great extent;
- an action plan is due to be implemented in order to more clearly establish
the procedures according to which other operating income and expenses should be
booked, better anticipate the impact of changes in regulations, improve the
training of a larger population of employees in the monitoring of asset value
indicators so as to make better use of this information and especially to
clarify the Group's recommended approach to this data;
- it seems that the most promising avenue to achieve these aims is the
comprehensive establishment of official procedures in relation to several key
principles that would be better grounded in standards, for example, in the area
of enhanced security of information systems tools, access to better information
concerning the application of new rules.
The gradual definition and deployment of an e-Colas intranet intended to promote
the circulation and sharing of information, encourage best practices,
disseminate instructions and rules (as a replacement for an existing, less
efficient tool) should gradually further a clearer establishment and more
systematic dissemination of rules and procedures.
Monitoring of internal control procedures
The analyses of the self-evaluation of internal control procedures performed in
October 2008 were forwarded to the chief executive officers and division
managers of Colas, the parent company, for the purpose of setting up action
plans in collaboration with the subsidiaries concerned. A summary report was
prepared and submitted by the national internal control supervisor to the
Executive Management of Colas in January 2009, as were the initial results
related to the mapping of risks for France.
The Statutory Auditors were informed of the general findings of the
selfevaluation of accounting and financial principles carried out by the twenty
subsidiaries based in mainland France.
Beginning in 2009, Colas' internal audit function will expand the scope of its
missions to include the verification of the application of internal control
principles on the basis of the adopted framework, the results of the
selfevaluation performed in 2008, and the implementation of action plans
intended to improve the entire internal control system.
The Board of Directors was informed of the results of all of this work in 2008.
Major general risks
Colas is a member of a Major Risk Management Committee established and
supervised by its parent company Bouygues, whose mission is to reinforce the
identification and management of major risks. This committee meets four times
each year. Its work focuses on the analysis of risks, crisis management, and
- Work-on-hand, revenue and profit in a highly decentralized Group: the nature
of the road construction business, as well as the other varied activities
pursued by Colas, leads the Group to receive orders for, carry out and recognize
about 112,000 construction projects each year. In mainland France, the average
contract value amounts to 73,000 euros. In addition to the thousands of
small-scale projects of relatively short duration, Colas regularly handles a
number of major projects in France and especially abroad, in central Europe, the
United States, and the Indian Ocean region. Most orders are received as the
result of a competitive bidding process. Construction site surveys and the
bidding process are the responsibility of operational managers running some
1,400 profit centers located worldwide so as to meet the needs of clients as
closely as possible and to ensure a local presence for the performance of
contracts. The large number of low-value contracts allows the Group to spread
and control risks arising from potential errors or unsuccessful projects thus
limiting the impact of a major loss in relation to a single contract. All
entities have access to sophisticated tools for site surveys and contract
analysis. Very early in its existence and far in advance of requirements
introduced by new accounting standards, Colas opted to recognize revenue in
relation to the degree of completion of the various projects in progress, thus
allowing for better control of project revenue and profit. Information systems
tools, especially those used in France, allow for the day-to-day monitoring of
project performance. Profit from work and service activities corresponds to
precisely defined contractual responsibilities, accepted by the client and
potentially supplemented by an internal assessment. The validity of these
arrangements is verified by the executive management functions of the Group's
- Contract committees: bids or proposals for either large-scale projects or
those considered as exceptional in relation to their characteristics or
complexity, as well as projects in new markets for the Group (these elements are
defined in detail in the internal procedures and/or the delegations of
authority) as well as bids for long-lasting operations such as utility service
contracts (concessions, public-private partnerships, private finance
initiatives) are subject to prior approval by a contract committee at the level
of the subsidiary or the Group. In 2008, executive contract committees met to
review the conditions for submitting bids or proposals for 69 different
projects, with the following worldwide distribution: 2 in the Indian Ocean
region, 35 in Europe excluding France, 6 in Morocco and Africa, and 26 in
mainland France and overseas departments.
- Acquisitions and disposals: throughout its existence, Colas has grown in
large part through acquisitions. As any acquisition process exposes the Group to
risk, all proposals for the creation, acquisition or disposal of an undertaking
(securities or assets) or of real estate assets must first be presented in the
form of a specific investment or disinvestment request, including a set of
supporting documents defined in the guide to internal procedures. Acquisition
proposals analyze the target, the existing structure, potential risks, a
five-year business plan, as well as key elements of financial information and
their impact at the level of both the acquiring company and the Group. These
proposals are submitted to the Executive Management of the Group and are subject
to its approval prior to being presented to the Board of Directors of the
subsidiary carrying out the acquisition. Accordingly, in 2008 a total of five
proposals for the acquisition of companies or assets were reviewed at the Group
- Safety and Health: safety in the workplace and on the road is a priority for
every Group company. Significant human and financial resources are devoted to
the improvement of safety conditions and the protection of employees. A control,
monitoring and reporting system analyzing these indicators has been developed.
- Environment: compliance with environmental regulations is regularly
verified. ISO certification in quality and environmental management is in the
process of being obtained across the Group, with the aim of achieving
certification for all industrial installations. Analysis systems (worldwide
checklists) have been implemented and give rise to shared action plans. An
Environment division within Colas works through a network of representatives in
all subsidiaries. It enforces the guidelines laid down by Executive Management
granting subsidiaries broad autonomy to best adapt these measures to address
specific local issues.
- Ethics: for many years, rules have been established and disseminated to
promote compliance with business ethics and standards of integrity, which have
been included in a brochure and summarized on the first page of the management
principles brochure. In 2005, a letter of the Chairman and CEO was sent to all
of the Group's executive management to reaffirm that these principles are
inalienable and that no-one is entitled to contravene them. These principles are
regularly recalled at meetings, symposia, regional, national and international
conventions. In 2006, a code of business ethics was published by Bouygues (the
parent company), to which Colas unreservedly subscribes. Training, control and
reporting mechanisms are in place and are continuing to be rolled out based on a
program which aims to cover all subsidiaries. In 2008, almost 700 employees in
France and internationally followed this type of training program.
Financial and accounting risks
Internal control guidelines and procedures
The main documents and procedures are the following:
- worksite and workshop reports and invoice reconciliations (financial and
accounting preparation is carried out based on these elements, commitment-based
- recordings of expense commitments;
- analysis of worksite cost schedules with real time monitoring of total
expenses committed per worksite;
- activity reports by subsidiary and/or country (monthly);
- periodic statements, presenting the results of the center or branch
- monthly statements of post-tax profit (monthly for subsidiaries and the
Group), which are consolidated and enable, on the 15th of each month following
the month reported, the revenue, the main financial indicators and the results
to be obtained, including the consolidated net profit of the Group. These
figures are compared manually at the level of each subsidiary and each executive
management team, with the budgets;
- quarterly balance sheets and income statements;
- cash flow positions closed out on a daily basis by the companies: these
enable a daily consolidation to be performed for entities located in mainland
France and a monthly consolidated statement for the Group. These figures are
reconciled with the monthly forecasts over a threemonth period;
- meetings with the main senior executives in charge of operating the
subsidiaries, generally organized every four months, under the chairmanship of
the Chairman and CEO of Colas to analyze changes in business, the economy,
strategy and questions relating to the current business environment.
In the company Colas, as is the case in its subsidiaries located in mainland
France, the authority to commit to loans is not delegated. Internationally,
powers are limited to a very restricted number of employees based on the legal
framework for local companies. Issues of guarantees or off balance sheet
commitments are generally not delegated, with the exception of Colas where the
Board of Directors has delegated to the Chairman and CEO the power to issue
guarantees for a maximum amount of 150 million euros. There is no subdelegation
of powers, with the exception of market guarantees (subdelegated to agents,
under the terms of rules governing the number and quality of signatories) and
with the exception of the settlement of expenses (also subdelegated to a limited
list of agents with secure operating rules). The level and composition of these
commitments are specified in a report presented to the Board of Directors twice
a year. In the subsidiaries, with the exception of quarry restoration work, the
power to issue guarantees is not delegated. In France, internal rules are such
that off-balance sheet commitments are issued in favor of subsidiaries by Colas.
At the international level, every company has its own rules based on the
applicable local legal framework.
In France, cash management is centralized and is based on agreements between
Colas and its subsidiaries. Thus, credit or surplus cash investment transactions
are managed by the Colas Finance Department within the scope of an operational
charter to mitigate the risks related to these transactions. The same principles
are disseminated to the subsidiaries internationally, which manage their cash
balances in the local currency of the country concerned. The assessment and
management of foreign currency risks and any related hedging are decentralized
but in liaison with the Finance Department of Colas. Internationally, the credit
contracts which are negotiated locally are systematically forwarded beforehand
to the Group's Finance Department for advice on conditions, drafting contracts
and legal clauses. Financial flows in mainland France and internationally are
subject to procedures to ensure maximum security and reduce as far as possible
the risks of fraud (banking delegations). In 2008, these procedures enabled
three attempted frauds in mainland France to be foiled, representing a total
cumulative amount of 80,000 euros.
Risks and Insurance
Risk management policy focuses on people, production and transport assets,
worksites and manufactured products. These risks are identified, analyzed,
giving precedence to a feedback method. Prevention represents the central pillar
for achieving the obvious objective of decreasing the frequency and intensity of
incidents and claims. The policy also integrates the notion, which is important
in Colas' businesses, of treating worksites on a fractional basis, for both
road and railroad building work. Lessons arising from incidents observed are
systematically communicated as widely as possible, both vertically and
Risks are monitored by functional departments, particularly the legal
department, of each subsidiary, under the authority of its chairman. These risks
are systematically identified on a basis of data updated in real time by
subsidiaries. The Legal Department of Colas supervises and, as and when
required, contributes its expertise to the management of these risks.
The assessed risks are managed at all levels by the prevention, legal transfer
of risk, the conservation of risk or risk insurance. Insurance needs to be taken
for major risks. Transfer to insurance is conditional upon the definition and
assessment of risk (probability of occurrence of the damage). The insurability
of risk remains subject to the constraints of the insurance market. Certain
risks are insured by Group policies managed by Colas on the basis of the
information of the subsidiaries; others may be covered on an optional basis
under existing policies (subsidiaries are responsible for subscribing to such
policies); finally, internationally, certain insurance policies are subscribed
locally, either to meet local legislation, or to cover frequency risks
necessitating local-level management.
The Group has coverage for all public and product liability. The guarantee
amounts are adapted to the risks incurred and generally exceed 5 million euros.
Property damage insurance covers damage affecting assets included in the
companies' asset base. The guarantee amounts are generally equivalent to the
value of the assets.
For work under construction a specific insurance policy is subscribed when there
is a contractual obligation.
The uniformization of information systems used for the accounting, finance and
human resources is ongoing. A single software system has been operational in
mainland France since January 1, 2005. Internationally, the number of software
packages in these areas has been limited and takes into consideration local
specificities (two software systems in Europe, one in the United States, one in
Canada, one in Africa/Indian Ocean, Caribbean). In 2006 a new "business
line" software system had been finalized in a regional mainland French
subsidiary with the objective of enhancing performance and monitoring
operations. By the end of 2008, it had been deployed to nine road construction
subsidiaries. In 2009, this tool will be installed at seven additional road
construction subsidiaries as well as the subsidiary Aximum. This software has
been the focus of gradual improvements and new features have been added. It is
also due to be deployed in some of the Group's European companies.
A subsidiary dedicated to the Group's IT function, Speig, is responsible for
the security of sites and data exchange, the reliability of IT systems, their
evolution, modernization and installation in the subsidiaries in France, Africa
and Europe. It provides assistance to other companies internationally.
IT security aims to maintain the ongoing availability of IT systems and ensure
that they cannot be diverted from their original purpose.
Faced with the risks of theft, internal or external malevolent acts, misuses or
accidents (fire, flood), specific measures have been implemented and
continuously improved, in order notably to be able to restore the situation
before the incident: protection of sensitive data, development of antiintrusion
systems, use of authentication and traceability procedures, regular and reliable
The Group's Audit department comprises eight auditors managed by a director.
It reports directly to the Chairman.
The objectives of internal audit primarily involve:
- the evaluation of the organizational system implemented within the companies
and entities audited to control their risks, ensure the protection of assets,
the reliability of accounts and information, in addition to compliance with the
Group's regulations and procedures and applicable laws and regulations;
- proposing operational improvements for the entity audited so that it can
improve its level of efficiency and benefit from the dissemination of best
The annual audit program is approved by the Chairman. It comprises an average of
about ten audit missions at entities located in France and internationally.
Entities that have recently joined the Group and those whose last audit dates
back more than five years represent the audit program's target.
Thus, in 2008, the following entities were audited: internationally, Colas
Hungaria, Colas Benin, Colas South Africa, Delta (United States) subsidiaries;
in France, Aximum (formerly Somaro), Smac (West and South West branches), Colas
Sud-Ouest, Screg Sud-Ouest, Échangeur. These missions cover about 15% of the
revenue for fiscal year 2008.
More technical or targeted missions may be added to these audit missions (in
2008, integration of Pépin, the company acquired at the end of 2005 by the
subsidiary Sacer Atlantique).
At the end of each mission an audit report is prepared which is sent to the
Chairman, the functional directors of the Colas head office, the geographic
executive management concerned, internationally and the overseas territories, or
the executive management of the company concerned, in mainland France, together
with the management bodies of the entity audited.
A copy of this report is systematically sent to the Statutory Auditors. In
exchange, the Audit department receives the reports prepared by the Statutory
Auditors of the Group companies. Each summary report is supplemented by a list
of recommendations addressed to the management bodies of the entity audited so
that it can prepare an action plan.
The Statutory Auditors are informed about the annual internal audit program.
Periodic meetings between internal and external auditors are planned to assess
the work of the various participants and verify that the steps performed are
The objective of current internal controls is to allow Colas to achieve
profitable growth in a harmonious manner. It is therefore rooted in the
prevention and control of risks arising from operations or any other type of
risk. As its primary objective, it aims to ensure the reliability of accounting
and financial reports, and provide a true and fair image of Colas to its
shareholders, customers and employees. Efforts to improve and modernize this
internal control framework have been and will continue to be carried out.
However, internal controls may not represent an absolute guarantee and constant
vigilance is required in this respect.
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