Internal Control Instruments
The Board of Directors and the Executive Board of the FMC attach great importance to good corporate management. This includes internal controls and monitoring by means of integrated multi-level risk management and the operation of a compliance system.
Mitreva Treuhand und Revision AG performs the internal audits. The G. and A. Duttweiler Foundation ensures that the ideas of Migros' founder Gottlieb Duttweiler are adhered to.
The Board of Directors of the Federation of Migros Cooperatives has overall responsibility for corporate compliance.
The central compliance function has direct access to the Chairman of the Board of Directors.
Migros has a central compliance function that is allocated to the FMC Legal & Compliance Directorate as a administrative department of the FMC Chief Executive Officer. It also has direct access to the Chairman of the Board of Directors. A quarterly report is submitted to the Executive Board and the Audit Committee of the Board of Directors on compliance incidents as well as on the implementation status of the compliance system.
In line with its strategy and the principles of the UN Global Compact, Migros is committed to acting responsibly and within the law and to fighting corruption in any form. Its compliance system is therefore based on a code of conduct that applies to all employees of the Migros Group companies.
The eleven principles contained in it are consolidated by various internal guidelines. The guidelines on prevention of corruption and observance of competition and cartel law and data protection provisions are minimum requirements of the compliance system and training is provided on a regular basis.
In this respect, the integrity of employees is paramount. Migros expects all its employees to take responsibility for their actions, to show consideration for people, society and the environment, to follow rules and to report any breaches to the relevant internal reporting office.
In addition, employees of companies of the Migros Group based in Switzerland also have access to the web-based, internal advisory office M-Concern. Incidents can be reported to it anonymously. A formal procedure is in place for dealing with reported grievances.
Migros implements a comprehensive risk management system across all companies of the Migros Group. The FMC Board of Directors is responsible for its content. It defines the general framework for the risk management activities within the Migros Group and ensures that risks are assessed on time and in the appropriate manner.
The FMC Board of Directors is regularly informed about the risk situation of the Migros Group companies and the strategic business units by the Executive Board. Based on this information, it assesses the influence of the main risks on the strategic business units and consequently decides on further measures.
Internal auditing also provides a monitoring and control function. As it operates independently of operational activities, it is able to identify any weaknesses in the risk management system and the internal control system, and to take measures to improve the effectiveness and efficiency of the monitoring and control processes.
The risk management process is integrated in the annual strategy and financial planning process. The results of the risk assessment are appropriately considered during the annual analysis of the corporate strategy.
The Chairman of the Board of Directors is responsible for internal auditing. It is managed and monitored by the Audit Committee.
The internal audit function is geared towards generating added value and improving business processes.
The internal audit function performs independent and objective auditing and consulting services geared towards generating added value and improving business processes. It supports the Board of Directors and executives in achieving their objectives by means of a systematic and target-oriented approach to assessing and improving the effectiveness of risk management, controls (level 3) and governance (management and supervision processes).
The internal audit function also performs procedures to obtain audit evidence and provides the auditor with assurance that the financial statements have been presented properly and in accordance with the applicable accounting standards.
The findings and key points are presented quarterly to the Audit Committee and the Board of Directors. The internal audit of the Federation of Migros Cooperatives is conducted by Mitreva Treuhand und Revision AG.
The purpose of the independent G. and A. Duttweiler Foundation is to preserve the ideas of Migros' founder. It also monitors adherence to the statutes and covenants at Migros and approves the salary bands for Migros' management as well as the mandate remuneration of the members of the FMC Board of Directors.
The G. and A. Duttweiler Foundation was established in 1950.
The G. and A. Duttweiler Foundation was established in 1950 by Gottlieb and Adele Duttweiler to ensure that their ideas, as laid down in various scripts, would live on after their death. Since the statutes permit the Foundation to take part in the FMC's Assembly of Delegates, it can put forward its views on transactions and proposals at the meetings. In addition, the Chairman of the Foundation Council is invited to the meetings of the FMC Board of Directors and can put forward the Foundation's views. The Foundation members are also regular participants at other official events of Migros committees, such as the meeting of the Cooperative Councils and Delegates.
In the reporting year, the Foundation convened with the various organs of the FMC in order to exchange information and share any concerns on adherence to Migros' values. The Foundation Council wants to embed the founders' ideas even more firmly within the company.
The Foundation Council includes the following seven independent members:
- Peter Birrer (Chairman)
- Claudius Alder
- Hans-Ulrich Frei (until 31.12.2016)
- Charlotte Hug-Burnod
- Elena Mattle-Andreoli
- Markus Mosele
- Michel Renevey