Internal control, risk factors and insurance

Internal control

The internal control system in place in our group is designed to ensure that employees comply with prevailing laws and regulations as well as with the standards and principles of our group so as to avoid any risk of error or fraud.

Within the parent company

Thermador Groupe holds all, or almost all, of the shares of its subsidiaries and is present (as are its main executives) on the subsidiaries’ boards and management committees. Thermador Groupe defines and implements the group’s development strategy and coordinates the different businesses.

Thermador Groupe identifies risks and prevention measures by ensuring harmonious rules and procedures are applied on accounting, legal, fiscal and IT matters.

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IT system management and security is also piloted at Thermador Groupe level. The long-standing companies of the group use the same IT system (ACE from the company AUREA). Mecafer and Domac use Microsoft’s ‘Navision’, Sodeco Valves Microsoft’s ‘AX’, FGinox BG Partners’ ‘Gold’ and Rousseau INFOR’s ‘XA Essentials’. The quest for greater efficiency leads to the harmonisation of ERPs to simplify intra-group flows and data entry into the accounts consolidation software.

Consolidated accounts are drawn up internally. They are facilitated by a simple legal structure, correspondences between the accounting plans, isolated intra-group flows and common account closing practices.

At subsidiary level, the primary concerns are controlling sales, purchasing margins, stock, regulatory compliance and human resources

Each subsidiary has a general management team, an administrative department, a sales department and a purchasing department: each is autonomous in the definition and implementation of its strategy in line with the regulations defined within the group. Only the Chairman & CEO and the administrative manager are signatories.

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Cross-subsidiary meetings involving those in the same position in the different subsidiaries allow them to pool experiences, share good practices and validate proper implementation of procedures.

Frequent complete or rotating physical inventories means that discrepancies can be detected and the efficiency of procedures checked.

Accounting and financial information

Each subsidiary has an accounts team placed under the responsibility of the administrative director. That team sends the following to group management every month: provisional cash position report, ageing balance of customer receivables, inventory, cross-referencing between statistical margins and gross accounting margins, and pre-tax P&L result. Comparative monthly analyses are made according to budgets drawn up at the beginning of the financial period and the previous year’s turnover.

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Each half year, subsidiaries close their accounts according to the common reference set and closing procedures. These elements are then reviewed by the auditors and sent to Thermador Groupe’s consolidation team who ensures the coherence of the reporting before aggregating the consolidation results and accounting entries. The annual and half-yearly financial statements are presented to the audit committee and voted on by the Board of Directors.

Anti-corruption measures

In compliance with the Sapin 2 law, in 2017 we opened two mailboxes for any whistle-blowers wishing to contribute, in French or in Dutch.

We named two ethics officers to answer employees’ questions and ensure that the general mechanism is rolled out efficiently, respecting the confidentiality of the information gathered.

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We also appointed three members to the ethics committee, responsible for processing alerts whilst protecting the confidentiality of the parties concerned, and adopted the ‘Middlenext’ group conduct code, now available on the Thermador Groupe website, as well as the United Nations anti-corruption convention that addresses this subject.

In 2019, we created an anti-corruption workgroup that has implemented the following initiatives:
• Update of our General Terms of Purchase and General Terms of Sale.
• Roll-out of the code of conduct to the subsidiaries (administrative, commercial and purchasing/marketing departments, social and economic committees, memos to suppliers, coverage in the internal newsletter, mention of the policy in the induction booklet).
• Modification to in-house regulations.
• Update of the Thermador Groupe website with our code of conduct on-line in the languages of our suppliers and customers.
• Awareness-raising in a general meeting with employees.
• Training on the anti-corruption mechanism for 40 people in March 2019 and 53 people in September 2019.
• Work on the introduction of an e-learning tool for existing employees and new recruits.
• Drafting of our risk mapping, to be finalised in 2020.
• Introduction of a gifts and invitations policy.
• A draft of our sponsorship policy.

GDPR measures

During the financial year, Thermador Groupe continued to implement and roll out its compliance with GDPR (General Data Protection Regulation).

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A first audit carried out by an external service provider in 2018 as soon as GDPR came into force helped us to map data processing activities and identify priority actions. Again in 2018, an awareness-raising campaign was run with 2-hour training sessions for around fifty people (members of subsidiary management teams and departmental managers) on GDPR and good personal data management practices. Five other people from Thermador Groupe and those subsidiaries with more independent IT systems also followed a three-day course to become DPO or Deputy DPO.

2019 was dedicated to formalising GDPR conformity: update of General Terms of Sale, putting our data protection policy on line, drawing up information memos and especially writing a register of processing operations currently being deployed in each subsidiary. The adaptation of the processing operations register in the subsidiaries is also an opportunity to look at things from a new perspective and optimise existing processes by adopting best practices in terms of collection, conservation and access to data.


Assessment of internal controls

The procedures described above, approved by the Board on February 18, 2020, have proved efficient thus far.

Information on risks