Kinepolis Annual Report 2014

In 2014 the Audit Committee met five times, in the presence

of all members, and primarily the following items were

handled:

★

Discussion on financial reporting in general and the

unconsolidated and consolidated annual and interim

financial statements in particular;

★

Discussion, establishment and monitoring of the internal

audit activities, including the discussion of the annual

report of the Internal Audit department;

★

Discussion and evaluation of the internal control and risk

management systems as well as the 2014 “risk

management action plan”;

★

Discussion of the risk survey 2014;

★

Evaluation of the effectiveness of the external audit

process;

★

Evaluation of the functioning of the internal auditor;

★

Monitoring of the financial reporting and its compliance

with the applicable reporting standards.

Evaluation of the Board of Directors, its committees and its

individual directors

Under its Chairman, the Board of Directors regularly

evaluates its own size, composition, performance and those

of its committees.

Thus in 2014, an evaluation was conducted on the composi-

tion of the Board of Directors and its committees, based on

the nature of the company and the future challenges, and

with due consideration for diversity within the Board with

regard to competences in various disciplines, experience in

various sectors, age and gender.

Next to that, a more thourough evaluation will take place in

the first semester of 2015, covering the following matters:

★

Assessment of the director selection and appointment

process;

★

Assessment of the functioning of the Board of Directors

and its committees;

★

Analysis of whether the most important items on the

agenda are properly prepared and discussed;

★

Assessment of the actual contribution of each director

based on his or her attendance at and constructive

participation in meetings, with due consideration for the

competences of each individual director;

★

Assessment of the remuneration of the directors and

Executive Management;

★

Interaction with Executive Management.

This evaluation process is initiated by the Chairman of the

Board of Directors on the basis of a written procedure, the

results of which are analyzed and discussed at the

Nomination and Remuneration Committee as well as at the

Board of Directors, where the appropriate conclusions are

drawn.

KINEPOLIS GROUP

ANNUAL REPORT 2014

03 / MANAGEMENT REPORT