1 | Year in review 2 | PRISA, a global group 3 | Commitments and future challenges 4 | Sustainability at PRISA 5 | Appendix
PRISA | 49
committees which meet regularly and continuously,
to make decisions regarding the editorial process:
basic projects, publishing plans, innovative
educational targets, business, sales and company
strategies, and goals in the areas of creation, communication,
innovation etc. At each Santillana publishing
house there are editorial committees for
dealing with the content to be published, as well as
all aspects of a scientific, graphic, editorial or production
nature. These committees meet regularly
at a national level (management, editorial, sales
and marketing) and at a global level (with individual
countries or regions of countries sending a representative,
or countries running a certain program
participating). The corporate center coordinates
the committees and ensures compliance with the
rules and laws of each country.
RISK MANAGEMENT
The Group’s System for Risk Management operates
by business unit, and is then consolidated, in
turn, at the corporate level.
The Group continuously monitors all of the most
significant risks that might affect business units.
To this end, a risk map is used as a tool for the
graphic representation of the risks inherent in
the Group. It is used to identify and assess any risk
affecting the development of the activities of the
various business units.
The identification of risks is carried out by the managing
bodies of the business units and by the
corporate center. Data are then consolidated and
standardized by the Internal Audit, which reports
the results periodically to the Audit Committee.
The managing bodies of the respective businesses
are entrusted with determining who shall be responsible
for managing each risk and for the action
plans and associated controls to be implemented.
The Audit Committee raises issues of relevance to
the Board, which in turn, oversees the Group’s risk
map.
The effective implementation of the internal control
model is the responsibility of the CEO and the
Chief Financial Officer of PRISA, as well as the
CEOs and Managing Directors of business units
who are involved in the preparation of financial information
which forms the basis for the preparation
of the financial statements of the Group.
Supervision of the system for internal control of financial
reporting (ICFR hereinafter) is carried out
by both the Audit Committee and the Board of Directors
of PRISA, with the support of the Internal
Audit. In addition, the effectiveness of the system
is annually evaluated by external auditors at the
request of the Group.
COMPLIANCE AND CODE OF ETHICS
PRISA’s Compliance Unit is an independent body
with autonomous powers of initiative and control
and is made up of the Secretary General, the Director
of Internal Audit and the Director of Human
Resources This unit reports to the Audit Committee
and is entrusted with identifying, managing
and mitigating compliance risks and ensuring and
promoting compliance with applicable laws, the
Code of Ethics and the internal regulations governing
all the Group’s activities. Other functions are
to identify, manage and mitigate any risks affecting
compliance with this regulation.
The Compliance Unit also assumes the functions
of the Criminal Prevention Body as foreseen in the
Penal Code.
In addition, the main business units of the Group
have their own compliance units.
As part of its mission, the Compliance Unit promotes
a culture of prevention based, firstly, on the
principle of “zero tolerance” toward the commission
of unlawful acts, and, secondly, the promotion
of ethical principles and responsible behavior
among all Group employees, regardless of their
rank or the country in which they work. The Compliance
Unit reports regularly to the Corporate Governance
Committee on all incidents and decisions
related to the Internal Code of Conduct regarding
the securities markets (RIC), as well as the Code of
Ethics, so as to enable this Committee to assess
compliance with corporate governance rules and
accordingly make the necessary proposals for improvement
(a task entrusted to the committee by
the Board Regulations).