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We are committed to communicating the most relevant environmental, social and governance (ESG) topics, through publications, web portals and events, in order to keep our investors informed.
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In the case of the Audit Committee, the Board of Directors has adopted a policy for the nomination of its members.
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In response to the ongoing COVID-continue to implement safety measures in all our facilities to mitigate the spread of COVID-19 and to protect our customers and our store associates, our distribution center associates, and our corporate associates who returned to the office.
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Reconciliation of non-GAAP measures This letter contains certain non-GAAP (Generally Accepted Accounting Principles) measures that our management believes provide our shareholders with additional insights into the firm’s results of operations.
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the firm Annual Report and Form Audit quality reports received by the committee External auditor insights report: the committee receives a summary of areas of opportunity for improvements to processes related to financial reporting or internal control identified as part of the audit process, management’s response to the recommendations identified and progress made against any prior year items together with areas of focus for the forthcoming year.
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The terms of reference reflect the UK Corporate Governance Code approach to corporate governance.
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Listening to the voices of our people provides the input to ensure that they have the tools and resources to do their jobs and the right learning opportunities, and that they experience a positive, respectful and inclusive work environment.
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Challenges raised The Committee reviewed management’s analysis of the Company’s going concern and viability statement, including updated forecasts and downside scenarios that better reflected the anticipated operating and economic environment.
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The Renewables Commodity Management Committee consists of the CFO of the firm AG, members of the management of the firm Renewables and a representative of the Controlling & Risk Management Department.
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These acquisitions and other transactions and investments involve challenges and risks, such as that we may not succeed in completing targeted transactions, including as a result of the market becoming increasingly competitive, or achieve desired results of operations.
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As a result, exploration properties or areas within the tenements may be subjected to exploration restrictions, mining restrictions and/or claims for compensation.
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Marcus has been the independent audit partner since audit areas.
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In assurance over compliance with significant policies, plans, procedures, laws and regulations, as well as risk-based audits across a broad range of key business activities, and continued its thematic reporting to the business.
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Gaming authorities have very broad discretion in determining whether an applicant (corporate or individual) qualifies for licensing or should be found suitable.
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The ICS aims to detect potential errors and misrepresentations that result from non-compliance with accounting standards.
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During the year, the Board has not been advised by the Audit Committee of, nor identified itself, any failings, frauds or weaknesses in internal control which it has determined to be material in the context of the financial statements.
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These include aspects such as the amount of cash flows and debt as well as market conditions, competition, and the political framework.
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These laws and regulations result in an often complex, uncertain and changing legal and regulatory environment for our global businesses and operations.
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The nature of these transactions requires significant audit effort to be directed towards challenging management’s adopted accounting treatment and/or valuation estimates.
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Anne de Kerckhove was formally appointed as Senior Independent Director in March our corporate governance.
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Accordingly, we were satisfied with the results of the remediation by year end and the mitigation for the period the controls were not operating meaning we continued to adopt an audit approach which places reliance on the operating effectiveness of financial controls.
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Audit and non-audit work The Audit Committee remains mindful of the attitude investors have to the auditors performing non-audit services.
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The committee received quarterly reports on the findings of internal audit in out progress against the internal audit plan for the year, adaptations made to the plan as the year progressed and key audit findings, together with management’s response.
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Accounting for deferred tax is applied to income taxes as described above, but is not applied to other types of taxes; rather such taxes are recognized in the income statement in accordance with the applicable accounting policy such as Provisions and contingencies.
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In order to compete in our industry, we need to continue to invest in technology across all areas of our business, including in transaction processing, data management and analytics, machine learning and artificial intelligence, customer interactions and communications, open banking and alternative payment and financing mechanisms, authentication technologies and digital identification, tokenization, real time settlement, and risk management and compliance systems.
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Whereas the contractual cash flows are determined by the characteristics of the financial instruments, the business model is based on the Group’s internal requirements relating to the portfolios of financial instruments.
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Revenue is recognised when control over products has been transferred and the firm fulfilled its performance obligation to the customer.
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We use the operational risk framework to identify, measure, monitor and report inherent and emerging operational risks.
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The pandemic may also have long-term effects on the nature of the office environment and remote working, which may result in increased costs and present operational and workplace culture challenges that may also adversely affect our business.
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The Company still intends to exploit for economical gain the remaining tenements under its control.
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and an issue price of yield-to-maturity amounts to 0.655 % p.a.
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We will use our voice as a global company to influence public policy and help to drive the transition to a low-carbon future.
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We have also implemented a flexible work policy allowing all of our corporate associates to work remotely from time to time, as have certain of our third-party vendors.
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This Compensation Report will also be submitted for a non-binding, consultative vote by shareholders.
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Our new strategy is built around three areas, focusing on key markets, investing in our pillars of sustainable competitive advantage, and engaging in valueenhancing mergers and acquisitions (M&A). 1) Market focus.
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If the firm is a non-operator, a payable to the operator is recognized if they have the primary responsibility for making the lease payments and the firm has joint control over the right-of-use asset, otherwise no balances are recognized.
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Compensation takes into account the responsibilities, time and effort required to fulfill their roles on the Board and its Committees, and is generally positioned at levels similar to other Swiss listed companies of comparable size and complexity.
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The Annual General Meeting of subject to Supervisory Board approval, to purchase shares in the company accounting for up to 10 % of the capital stock when the resolution is passed or when the authorisation is exercised, if the latter is lower at that time.
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In addition, the Company changed its method of allocating real estate assets to its operating segments whereby these assets are now accounted for directly in the individual operating segment which utilizes the asset rather than as a cost recharged to the operating segment from Corporate and Other.
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We utilize standard counterparty master agreements containing provisions for the netting of certain foreign currency transaction obligations and for set-off of certain obligations in the event of an insolvency of one of the parties to the transaction.
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Our emission reduction targets have been verified by the Science Based Targets initiative and we were one of the first seven companies worldwide to have our Scope targets verified under their new Net-Zero Corporate Standard.
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The assurance model includes active monitoring of control execution, critical access and segregation of duties.
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• Received reports from management which assessed the extent of significant influence, including the firm’s participation in decision-making.
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Revenue is recognised when control over products has been transferred and the firm fulfilled its performance obligation to the customer.
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other legal entity is less than 50 % of the value of the firm AG based on the agreed conversion rate; in such a case, item a) shall not apply.
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Accounting for sales, grant income and deferred income relating to Vaxzevria (Group) Refer to Audit Committee Report, Group Accounting Policies and Notes 20 in the Group Financial Statements In 2020, the Group entered into an arrangement with the University of Oxford for the global development, production and supply of the COVID-19 vaccine, Vaxzevria.
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The Committee assured itself of the integrity of the Group’s accounting policy and models for its assessment and valuation of its intangible assets, and related headroom, including understanding the key assumptions and sensitivities within those models, along with the internal and external estimates and forecasts for the Group’s cost of capital relative to the broader industry.
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Capital loans by the Company to AENB are subordinate in right of payment to deposits and to certain other indebtedness of AENB.
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We assessed accounting estimates for bias and evaluated whether the circumstances producing the bias, if any, represent a risk of material misstatement due to fraud.
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Share-based payments made to the Executive Board members and executives are subject to the following provisions: in the event of a change of control, the firm will pay out all the performance shares that have been finally granted, but have not been paid out yet on expiry of the holding period.
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Consumer and merchant adoption is a key competitive factor and our competitors may develop products, platforms or technologies that become more widely adopted than ours.
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The Company’s accounts receivable are first grouped by the individual legal entity which generally has a geographic concentration of receivables, resulting in different risk levels for different entities.
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The internally, although Lintstock Ltd (Lintstock), a London-based corporate advisory firm that provides objective and independent counsel to leading European companies, provided software and services for the evaluation questionnaire.
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In accordance with its normal practice, the Committee considered the performance of PwC and its compliance with the independence criteria under the relevant statutory, regulatory and ethical standards applicable to auditors.
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As a result, $and other management costs which were previously included in the measure of segment profit for the Power Grids operating segment are now reported as part of Corporate and Other.
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We have audited the firm Ltd and its subsidiaries’ (the Group) internal control over financial reporting as of December Committee of Sponsoring Organizations of the Treadway Commission (COSO).
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Our new diversity policy sets a standard from which we will build.
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Government entities, particularly in the United States, often reserve the right to audit our contract costs and conduct inquiries and investigations of our business practices and compliance with government contract requirements.
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As in our solid governance foundations in 2021.
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The policy provides that where an employee is not comfortable making an identified disclosure in the standard manner (i.e. to his/her respective direct line manager, another manager in his/her subsidiary, the human resources department or the compliance manager), disclosure can be made anonymously through a designated portal on the Company’s website.
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The Audit and Compliance Committee also receives regular updates on the audit plan’s status and results, including significant reports issued by Internal Audit and the status of our corrective actions.
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Based on the use of internal planning assumptions, the determined fair values are assigned to Level value hierarchy.
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However, there is no impact on recognition, measurement or disclosure in the period reported as a result of the change in framework.
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the firm has worked closely with BIER - Beverage Industry environmental roundtable to develop GHG emissions sector guidance to standardise GHG reporting.
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As stated in the board’s terms of reference which became effective in January a new board diversity, equity and inclusion policy.
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For audit related services, the audit committee has a pre-approved aggregate level, within which specific work may be approved by management.
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enforcement of the Individual Credit Risk Management Policy.
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Other businesses and corporate comprises the group’s shipping and treasury functions, and corporate activities worldwide.
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These three key competitive advantages act as the enablers for our plans and drive market share gains.
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Instead, our measures of volume and price are extremely complex, as each of our services contracts is unique, reflecting a customized mix of specific services that does not fit into standard comparability measurements.
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Our ability to develop, acquire or access competitive technologies or business processes on acceptable terms may also be limited by intellectual property rights that third parties, including those that current and potential competitors, may assert.
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The fee structure is reviewed, but not necessarily increased every two years.
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PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC) audited and issued an unqualified auditor’s opinion on the in compliance with the German Commercial Code, the financial statements of the Group prepared pursuant to Section 315a of the German Commercial Code in compliance with International Financial Reporting Standards (IFRS) as well as the combined review of operations for the firm AG and the Group including the accounts.
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The cash obligations above will differ from Long-term debt due to the impacts of fair value hedge accounting adjustments and premiums or discounts on certain debt.
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We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to journal entries to manipulate financial results and potential management bias in accounting estimates.
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More restrictive laws and regulations that do not apply to all of our competitors can put us at a disadvantage, including prohibiting us from engaging in certain transactions, regulating our business practices or adversely affecting our cost structure.
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We aim to get the balance right between short-term delivery and long-term sustainability, between top-line growth and overall stakeholder value creation.
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We benefit from the high quality profile of our customers, which is driven by our brand, premium customer servicing, product features and risk management capabilities, which span underwriting, customer management and collections.
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Such oversight may include internal audit reports, group risk reports and reviews of the outcomes of business processes including strategy, planning and resource and capital allocation.
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Such transparency on realized compensation is designed to aid stakeholder’s understanding of the firm’s link between pay and performance.
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Management’s programme to remediate these deficiencies through the design of processes and controls in respect of the posting and review of manual journals was completed by the end of 2020, but was impacted by the IT control issues.
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The Company also recognizes revenue under wholesale arrangements, which revenue is generally recognized upon shipment, when control passes to the wholesale partner.
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The Directors have wide-ranging business experience, and no individual, or group of individuals, dominates the Board’s decision making.
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the firm is involved in various legal proceedings considered typical to its business and the pharmaceutical industry as a whole, including litigation and investigations relating to product liability, commercial disputes, infringement of IP rights, the validity of certain patents, anti-trust law, and sales and marketing practices.
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In countries outside the United States, regulators continue to focus on a number of key areas impacting our card-issuing businesses, particularly consumer protection (such as in the European Union (EU), the United Kingdom and Canada) and responsible lending (such as in Australia, Mexico, New Zealand and Singapore), with increasing importance on and attention to customers and outcomes rather than just ensuring compliance with local rules and regulations.
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In addition, legislators and regulators in various countries in which we operate have focused on the offering of consumer financial products and the operation of payment networks, resulting in changes to certain practices or pricing of card issuers, merchant acquirers and payment networks, and, in some cases, the establishment of broad and ongoing regulatory oversight regimes.
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#internal rate of return (IRR) hurdle rates, page 20.
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Corporate headquarters and stewardship activities include the operations of our corporate headquarters in Zurich, Switzerland, as well as limited corporate-related activities in some countries.
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Performance shares granted on a preliminary basis on the date of a change of control are valued based on the degree to which the targets have been achieved up to that point in time.
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Prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and comply with the financial reporting requirements included in Part Civil Code.
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HUMAN CAPITAL MANAGEMENT The Company strives to create a culture that not only drives strategic and key business priorities forward, but is welcoming, inclusive, diverse and encourages associates to create a positive impact in their global communities.
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Our Culture Our Culture is defined by our shared Values and Purpose.
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No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
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Upon gaining control of an entity in which an equity method or cost basis investment was held by the Company, the carrying value of that investment is adjusted to fair value with the related gain or loss recorded in income.
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Diversity: senior leaders Our senior management, as defined in the Corporate Governance Code reports comprise 49% women (2020 43%) and 26% Black, Asian and minority ethnic (BAME individuals (2020 25%).
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If we do not continue to develop and implement the right processes and tools to manage our enterprise and instill our culture and core values into all of our employees, our ability to compete successfully and achieve our business objectives could be impaired.
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These policies, together with the Group’s approach to capital management, are set out below.
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The Committee is committed to having a transparent and constructive dialogue with our investors and consults with its investors to seek feedback on any proposed policy changes and significant operation of policy changes.
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External audit How the committee assessed audit risk The external auditor set out its audit plan for addressed during the course of the audit.
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The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law, United Kingdom adopted international accounting standards and IFRSs as issued by the IASB.
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