In accordance with the Swedish Companies Act and the Code, the Board of Directors is responsible for internal controls. This review has been prepared in accordance with chap. 6 § 6 of the Swedish Annual Accounts Act, and accordingly, reviews the company’s system for internal controls over financial reporting.
Internal controls over financial reporting is a process designed by the Board of Directors intended to provide the Board and management with reasonable assurance regarding the reliability of external financial reporting, and that the financial statements are prepared consistent with generally accepted accounting principles, applicable laws and ordinances and other standards applying to listed companies.
Internal control in Aspiro is based on a control environment including organizational resources, decision paths, authorization and responsibility. Responsibility for preparing an effective control environment and ongoing internal controlling and risk management work is delegated to group management. Controlled risk-taking is achieved through a clear organizational structure and decision-making process.
The control activities include both general and more detailed controls, intended to prevent, discover and rectify misstatements and variances. The CFO has overall responsibility for implementing, enhancing and maintaining the group’s control routines.
Regular monitoring of financial results is conducted in the Board of Directors and operational units’ managements. The Board of Directors receives monthly financial reports. Aspiro has processes and routines to ensure the quality of financial reporting, and that potential variances are followed up.
The Board of Directors’ judgment is that at present, there is no need for a dedicated internal audit function. This judgment is reconsidered yearly by the board of Directors.
Non-compliance with the Code
Aspiro’s governance for the financial year 2011 departs from the stipulations of the Code on the following points:
Code requirement 2.4 Nomination Committee, the Chairman of the Board or other Board member should not be the Chairman of the Nomination Committee.
The reason for this departure is that the shareholders represented on the Nomination Committee have declared that they consider the Chairman of the Board as particularly appropriate to lead the work of the Nomination Committee effectively to achieve the best results for the company’s shareholders.
Malmö, Sweden 17 April 2012
Board of Directors