6. We are driven by good governance

«We are governed by transparency.»

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6.1 Corporate governance principles

We boast a high-quality and functioning structure

  • Corporate Governance Policy+ info
  • Internal Code of Professional Conduct + info
  • Internal Securities Markets Code of Conduct + info
  • Criminal Risk Prevention Manual + info

6.2 Governance bodies

Our Board of Directors is professional and diverse

  • Annual General Meeting + info
  • Board of directors
  • Strategy and Operations Committee

    Permanent committee set up in December 2017 and operational since 2018. Its duties include assessing and making proposals to the Board of Directors about business growth, development and diversification strategies; bringing new investment opportunities before the Board of Directors; and studying and proposing recommendations or improvements to the strategic plans and plan updates submitted to the Board of Directors from time to time. This committee met once in 2018.

  • Audit and Compliance Committee

    Its purview is to oversee the financial reporting process and ensure the independence and effectiveness of the internal audit function. Its duties include revising the internal control and risk management systems, selecting, appointing and replacing the auditor and taking receipt of information from the auditor, whose independence it must safeguard. This committee held five meetings in 2018.

  • Appointments and Remuneration Committee

    Among other duties, this committee is tasked with formulating and reviewing the criteria for selecting director candidates, evaluating the directors’ performance, proposing and monitoring the director remuneration system, in particular the amounts of their annual pay, and overseeing new director selection procedures. It met four times in 2018.

  • Corporate Social Responsibility Committee

    Created in 2015, this committee is made up of three members and its job is to promote CIE Automotive’s corporate governance and CSR strategy, among other duties. It met once in 2018.

  • Director CVs and qualifications + info
  • Director Remuneration Policy + info
  • Management Board + info

6.3 Business ethics

We make sure our corporate values are upheld

  • Internal Code of Professional Conduct + info
  • Corporate Policies + info
  • Whistleblower Channel + info

6.4 Risk management

We are ready for a changing environment

  • Risk Management and Control Policy + info
  • Internal Control over Financial Reporting (ICFR) Policy + info
  • Risk Map + info
  • Response and monitoring plans for CIE Automotive’s key risk factors + info
  • Criminal risk prevention model

    In 2018, CIE Automotive consolidated the Corporate Crime Prevention Model approved in 2015. The SAP GRC suite is being used to ensure the model is working as intended. Moreover, there is a Support Unit with independent intervention and control powers within the organisation whose mandate is to oversee compliance with the corporate Corporate Crime Prevention Model.

    The company relies on this model as a measure to combat money laundering, in addition to training in the Code of Conduct and the application of the corporate policies.

  • Improving indicators

    As established in its 2016-2020 Business Plan, CIE Automotive is working to specify risk identifiers. These indicators not only address financial reporting (ICFR) risks but also compliance risks related to criminal, tax and other legislation, strategic risks and ESG risks.

    Supervision and control of these indicators is performed using the SAP GRC Risk Management module.

  • Internal control system

    CIE Automotive’s internal control system is based on the three lines of defence model:

    Diagrama

    The Compliance Department is responsible for continuously reviewing and updating the internal control system and ensuring compliance with external regulations and with the policies and procedures in place for mitigating the main legal, corruption and fraud risks. It is also in charge of the Corporate Crime Prevention Model and establishing and developing CIE Automotive’s ethics framework.