ANNUAL REPORT 2013

GOVERNANCE

Control systems

Internal control and risk management systems related to financial reporting
Planning and performance reporting

The Board of Directors is responsible for the appropriate management and organization of operations. The Board of Directors has approved the principles of internal control, risk management, and internal auditing to be followed within the Group.

In practice, it is the responsibility of the President and CEO, together with the management to put in place and oversee accounting and control mechanisms and other similar mechanisms.

The Risk Management function supports identification, evaluation, and management of risks that may threaten the achievement of Fiskars business goals.

Code of Conduct

Fiskars objective is to pursue long-term profitable business in an ethical and responsible manner. The way of operating for all Fiskars employees, including directors and officers, is defined in the Company’s Code of Conduct. The Code of Conduct shall be complied with by all companies belonging to Fiskars Corporation and shall be supplemented by local laws and regulations in case they impose stricter rules. All company rules, guidelines and practices in Fiskars companies must be in full compliance with the Code of Conduct.

All Fiskars employees participate in regular training on the Code of Conduct. The Internal Audit Manager acts as the Corporate Compliance Officer for this Code.

Internal audit

The Internal Audit function is responsible for auditing and reviewing how well internal control systems function, the appropriateness and efficiency of functions, and how well guidelines are observed.

The Internal Audit function also strives to promote the development of risk management practices in the Group’s business units. The Parent Company has an internal audit manager, who is administratively subordinate to the President and CEO, but reports to the Audit Committee.

Auditing

The task of statutory auditing is to verify that Fiskars financial statements and Board of Director’s report provide accurate and adequate information on the company’s results and financial position. In addition, auditing includes an audit of Fiskars accounting and administration.

The Company’s Annual General Meeting elects an auditor. The auditor is elected for a term that expires at the end of the following Annual General Meeting.

The Annual General Meeting in 2013 elected KPMG Oy Ab, Authorized Public Accountant Virpi Halonen having the principal responsibility.


A total of EUR 0.8 million was paid in audit fees to the auditors employed by Group companies in 2013. In addition, a total of EUR 0.8 million was paid to the auditors in fees for other consultancy services related to tax matters and other advisory services.

Insider administration

Fiskars applies the insider regulations of NASDAQ OMX Helsinki that came into force on October 9, 2009. In addition, the Company has its own insider regulations that were last updated on January 1, 2013.

The Company’s Public Insiders include the members of the Board, the President and CEO, the Executive Board, the Presidents of the business areas and EMEA sales regions and the Company’s Auditors. Fiskars also has a Company-specific insider register as well as a separate project-based register which is maintained for projects that, on completion, may have an impact on the Company’s share value.

Fiskars Corporation’s Legal Department maintains lists of insiders. Information on Public Insiders can be consulted at Euroclear Finland Ltd., Urho Kekkosen katu 5 C, 00100 Helsinki, tel. +358 20 770 6000 and the Company’s website, www.fiskarsgroup.com.

Internal control and risk management systems related to financial reporting

The financial reporting process refers to activities that generate financial information used in managing the Company and the financial information published in accordance with the requirements of legislation, standards, and other regulations covering the Company’s operations.

The role of internal control is to ensure that the Company’s management has access to up-to-date, sufficient, and essentially accurate information needed for managing the Company and that the financial reports published by the Company provide an essentially accurate view of the Company’s financial position.

Governance

The Parent Company has a Group-level financial management organization that operates under the leadership of the CFO. Financing and financial risk management belong to the Group Treasury function under the responsibility of the CFO.

The business areas and sales regions are run by their own leadership teams. All the business areas as well as EMEA sales regions have their own financial management organizations.

The business areas and country legal units within the sales regions comprise the base level of financial reporting. Business units and country sales units are responsible for organizing their own financial management and for the accuracy of their financial reporting.

With the support of the Company, the business areas and sales regions are responsible for the day-to-day risk management associated with their operations and for monitoring the operations of the finance departments of individual business units and country sales units.


The Internal Audit function audits and monitors the efficiency of the reporting process and assesses the reliability of financial reporting.

The Group’s Audit Committee, the Group’s Board of Directors, the Executive Board, and the leadership teams of each business area and sales region monitor the development of the financial situation and analyze progress on targets on a monthly basis.

Planning and performance reporting

Setting and monitoring financial targets is an important part of Fiskars management responsibilities. Short-term financial targets are set as part of the annual planning cycle, and progress in achieving these targets is monitored on a monthly basis. Business areas and country legal units report actual financial data monthly and file quarterly projections of how financial performance is expected to develop over the remainder of the reporting period. Additionally, business areas and EMEA sales regions update the outlook for the remainder of the reporting period on a monthly basis on an aggregated level.

The Group’s financial performance is reviewed monthly using a reporting system that covers all units and operations.

Information from reporting units is consolidated and validated by the Group’s financial organization and the data is used to prepare a monthly report for senior management. Monthly reports contain condensed income statements for Fiskars operational segments and business areas and EMEA sales regions, key indicators, and an overview of the major events affecting their businesses. Reports also include a consolidated income statement, balance sheet data, cash flows, and a projection of the expected development of the financial situation covering the remainder of the reporting period.

Accounting principles and financial IT systems

Financial reporting is governed by a set of common principles. The Group applies the IFRS accounting standards approved within the EU and has a common Group chart of accounts. The Group’s financial management organization has drawn up guidelines for units, covering the content of financial reporting and the dates within which reporting must take place.

Business units and country sales units make use of a number of different accounting and financial reporting systems. Group-level financial reporting is handled using one centrally-managed system. Business units and business areas, as well as EMEA country sales units and sales regions, are responsible for providing data for the Group’s reporting system. The Group-level financial management organization is responsible for maintaining the Group’s reporting system and for monitoring that appropriate and correct data is fed into the system.

As part of the five-year development program the Company is in the process of implementing a common enterprise resource planning system (ERP) in the EMEA region in order to simplify the financial reporting process and reduce risks associated to the management of several different systems in parallel. The new system will be implemented in phases. The first implementation took place in late 2011, and by the end of 2013 approximately 60 % of business volume targeted by the program was running through the common system.