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Sustainability

Governance

The Gemalto Board is responsible for our corporate governance structure (More details on our Governance and Board structure). Gemalto is required to comply with, inter alia, Dutch corporate law, the Dutch act on Financial Supervision, Dutch corporate governance rules and French AMF regulations, insofar as they are applicable to the Company. The Dutch AFM is the supervising authority of the Company.

The Company complies with the principles and best practice provisions of the Dutch corporate governance code, with the exception of the best practice provisions listed in "Compliance with the Dutch corporate governance code" (page 52). The Board of Gemalto NV has confirmed it is responsible for Gemalto’s sustainability structures and related activities in line with this code, which now has greater focus on corporate social responsibility (CR). We’ve therefore incorporated this responsibility into the Board’s charters and reorganized our sustainability management. We’ve also put in place specific benchmarking and additional metrics, and further developed this standalone sustainability report.

Throughout 2011, we refined our governance structure and processes, particularly those concerning sustainability. Looking ahead, we will continue to review our policies and charters, including those which concern the way the Board and its committees function, in order to ensure our governance compliance is up to date.

Dedicated internal audit team

 

 

In 2010 our internal audit systems were certified by the Institute of Internal Auditors (French representative)

So that we can assess our internal risk management systems, the Company has a dedicated internal audit team. This comprises eight auditors, as it has for the last two years. Its methods conform to a charter approved by the Audit committee (updated in 2010). They are also in line with international professional standards (Institute of Internal Auditors).

The team has direct and unlimited access to Group operations, documents and employees. The Internal Audit Director reports directly to the CFO (Chief Financial Officer) and has an open, independent line of communication with the Audit committee Chairman. This Director also holds regular private sessions with the Audit committee.

On November 2, 2010, Gemalto’s internal audit systems were certified by the “Institut Français de l’Audit et du Contrôle Internes” (IFACI) – the French representative of the “Institute of Internal Auditors” (IIA). (More details on Internal Audit in our 2011 Annual Report.)