Annual report 2018

Galenica annual report 2018 | 61 Change of control and protective measures The obligation to make a public offer pursuant to Art. 125 et seq. FMIA (Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading) has not been changed in the Articles of Association. The employment contracts of the members of the Corporate Executive Committee and the members of senior manage- ment also contain no provisions to this effect. Auditors Ernst & Young Ltd., Bern, Switzerland, are the Galenica Group’s auditors. Roland Ruprecht, certified accountant, a partner at Ernst &Young, is in charge of the audit. The fees paid to the Group’s auditors Ernst & Young in 2018 for their audit of Galenica and companies within the Galenica Group totalled CHF 775,000. The fees paid to Ernst & Young and their close collaborators for other services rendered to Galenica and its subsidiaries in the period under review amounted to CHF 117,000 for additional advice in audit matters. In 2018, Roland Ruprecht attended two meetings of the Audit and Risk Committee. Moreover, the auditors pre- sented their report at the meeting of the Board of Directors on 5 March 2019. The auditors are regularly informed of new projects. The audi- tors’ activities are reviewed at least once a year by the Audit and Risk Committee. The criteria that are of particular impor- tance in these reviews are: competence in reporting, under- standing of the structure of the Group, the quality of reporting, compliance with deadlines, independence and costs. Compliance and Code of Conduct A commitment to abiding by the law and guidelines (compli- ance) and acting with integrity is a fundamental part of the corporate culture of the Galenica Group and a consistent focus of its corporate governance. Galenica attaches con- siderable value to doing business in a manner that is ethi- cally correct and in accordance with the legal requirements in place. Galenica’s compliance efforts are based on three pillars: prevention, detection and reaction. Various compli- ance training sessions were held in the year under review, including on competition law at Corporate Executive Com- mittee level. The importance of current data protection reg- ulations for Galenica was clarified by means of an external audit. Galenica enforces a zero-tolerance approach to corrup- tion and bribery on the part of employees, partners, suppliers or representatives of third parties. The Code of Conduct of the Galenica Group contains all key principles in connection with corruption, bribery, gifts and invitations for all employ- ees. Galenica also requests that its suppliers support its efforts in pursuit of sustainable development and has issued a Supplier Code of Conduct to this end. Two e-learning training sessions on the Code of Conduct and protection of personal integrity were carried out in 2018. The Galenica Group Code of Conduct and the Supplier Code of Conduct are published on the Galenica website (see related links on page 64). The Galenica Group operates in Switzerland. Accordingly, the OECD’s action plan regarding taxes on multinational com- panies (BEPS action plan) is not applicable to Galenica. Information and monitoring tools of the Board of Directors with respect to management Risk management process Galenica has a risk management process in place which enables the Board of Directors, the Corporate Executive Committee as well as the relevant management of Group companies to identify and assess potential risks in a timely manner, and take the preventive measures necessary. The goal of this process is to identify and assess significant risks at all management levels and to manage them while making conscious use of the opportunities the process pro- vides. As part of Group-wide Galenica Risk Management (GRM), the companies in the Group conduct a risk assessment at least twice a year. This standardised process is based on a risk grid in which the most important strategic and opera- tional risks and their possible effects – particularly from a financial and reputational perspective – are identified in line with pre-defined criteria and then evaluated in accordance with the probability of their occurrence and their effect. These risks are entered into a risk matrix for each Business sector and, depending on the importance, also incorpo- rated into the Group risk matrix. Corporate Governance Galenica