**Exhibit 15.1**

 

#### **Internal control procedures and action plan**

 

**Definitionand objectives of internal control**

 

The Committee of Sponsoring Organizations (“COSO”), a U.S. privatesector organization formed in 1985, has issued guidance on internal controls,which was first published in France in 1994. The COSO framework serves as thereference for the Group’s internal control procedures.

 

The COSO framework describes internal control as a process led bymanagement. It is implemented by management and personnel and aims to provide areasonable assurance that the following objectives are achieved:

 

•      optimalachievement of operations;

•      reliabilityof financial information; and

•      compliancewith current laws and regulations.

 

In achieving the above objectives, the internal control system shouldbe designed to predict and control the risks inherent in the Group’s businessand the risk of errors or fraud, particularly in the financial and accountingareas. However, as with any control system, there are limitations. The Group’sinternal control system cannot provide a 100% guarantee that these risks willbe eliminated.

 

**Organization of the Group**

 

The activities and management are primarily carried out at the ResortSite in Marne-la-Vallée, France. The operating management structure of theGroup is organized by reporting segment and business units. The operations ofeach segment of the Group are divided into business units, each with adedicated executive. In addition, a matrix organization is used for divisionswith multiple responsibilities including merchandise, food and beverage, directoperating support, maintenance, marketing and sales, human resources andfinance.

 

The executive committee (described in Item 6 “Directors, SeniorManagement and Employees” – Section A entitled “Directors and Senior Management”)defines and guides the Group’s strategy. It sets the priorities with objectivesby segment and division.

 

**Code ofbusiness conduct**

 

The Group applies the “Standards of Business Conduct” required by TWDCto its Chairman and Chief Executive Officer, Chief Financial Officer and ChiefAccounting Officer. These standards include guidelines on both ethical andlegal business conduct. A copy of this document can be found on the TWDC website at www.disney.com.

http://corporate.disney.go.com/

 

TheGroup is currently in the process of adapting this code for future applicationto all employees.

 

**Steeringinternal control**

 

The Group devotes significant resources to the monitoring of compliancewith internal control procedures. The departments or functions with primaryresponsibility for this task are:

 

•      internal audit function;

•      loss prevention;

•      operational audit function; and

•      the business planning and controldepartment.

 

*Internal audit function*

 

In preparing for the implementation of the French Financial SecurityLaw and Sarbanes Oxley Act of 2002 (“SOX”), the Group initiated an internalcontrol steering committee chaired by the Chief Financial Officer, andincluding the Chief Operating Officer, the Chief Accounting Officer, othermembers of financial and operational management and the statutory auditors.

 

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Ernst & Young performs internal audit services and assists theGroup in documenting its key business processes and identifying and testing keycontrols.

 

*Loss prevention*

 

Loss prevention activities include the enforcement of controls and areprimarily dedicated to investigations and reporting on compliance relatedissues. Investigations are closely coordinated with the Group’s securitydivision.

 

*Operational audit function*

 

The operational audit function is responsible for monitoring the dailycompliance with the Group’s operational procedures to control transactions atall points of sale and the safeguarding of inventory on the Resort Site. Inaddition, the department is in charge of controlling the stock of theme parktickets, coupons and vouchers used by guests to gain access to the goods andservices rendered by the Group.

 

*Business planning and control department*

 

Business planning and control is responsible for among other things theestablishment of the annual budget and monthly forecasts and coordination ofthe five-year plan with the Company’s strategic planning department. Objectivesare set annually by the executive committee as part of the budgetary process. Businessplanning and control is responsible for compiling the budget by profit and costcentre, monitoring variances on a monthly basis and issuing a revised forecastbased upon this analysis. The department also reviews and approves contractsand significant purchases, and prepares analyses to support periodicadjustments to the accounts for accruals and other items.

 

**Internalcontrol procedures for accounting and financial disclosure purposes**

 

*Organization of the finance function*

 

Management is responsible for the publication of fair and reliablefinancial and accounting information. The controllership department within thefinance division is responsible for establishing and monitoring the controlsnecessary to meet this requirement and ensuring that new laws and rulesapplicable to financial reporting are evaluated and implemented as required.

 

The controllership department includes, in addition to the businessplanning and control, loss prevention and operational audit functions describedabove, groups dedicated to external and internal financial reporting, corporateaccounting and transactional accounting.

 

The Group’s financial and operational reporting systems allowmanagement to monitor the activities on a daily, weekly, monthly, quarterly andannual basis in comparison to the budget and prior year amounts. For certaintypes of operational information, management has access to real time data. TheGroup prepares its financial reporting under generally accepted accountingprinciples in France and in the USA.

 

*Financial disclosure controls*

 

The Company is required to disclose financial information to itsshareholders and more generally the financial markets and the public. Management’sobjectives with respect to financial disclosures are to:

 

•      providefinancial reporting which provides users of that information with a true andfair view of the financial position, results of operations and cash flows ofthe Group;

 

•      ensurethe consistency and quality of the information provided which is essential tothe Group’s credibility and compliance with applicable laws; and

 

•      adhereto the principle of equal shareholder access to information by controlling thedistribution of information through a single centralized source at the Grouplevel.

 

All financialcommunications are drafted by the controllership department of the financedivision after consultation with the applicable rules or regulations related tothe specific document or disclosure. Financial communication documents,including press releases, management reports and financial statements arereviewed by a cross-section of the Group’s top management including theChairman and Chief Executive Officer, President and Chief Operating Officer,Chief Financial Officer, Internal Legal Counsel, Investor Relations andCorporate Communications department.

 

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#### Internal control action plan

 

**Internal control project**

 

To comply with the French Financial Security Law and Section 404 of theSOX Act, the Group launched in October 2003 a project to improve its existingprocess control documentation with the assistance of the accounting firm Ernst& Young. As a French-listed company, the Group was required to providedisclosures concerning its internal control environment and controls for thefirst time for the fiscal year 2004. As a foreign registrant of the Securitiesand Exchange Commission, the Group will be required to comply with theprovisions of Section 404 of the SOX act as of September 30, 2006. As aconsolidated subsidiary of TWDC, the Group was also required to participate inTWDC’s SOX project for fiscal years 2004 and 2005.

 

This project included the following:

 

•      analysisof the Group’s financial statements and disclosures to determine the keyprocesses requiring study,

•      afinancial and operational risk assessment;

•      establishmentof comprehensive documentation of each selected process, the identification anddescription of key controls and the risks they mitigate;

•      independenttesting of the identified key controls for correct design and effectiveness;and

•      remediationof any key controls deemed to need improvement as a result of the tests.

 

In addition, the Group’s external auditors performed a review of theabove documentation, and key control descriptions and design and performedseparate independent tests of controls selected in conjunction with TWDC’s SOXimplementation project.

 

**Continuingthe initiative in fiscal year 2006**

 

In fiscal year 2006, the Company will continue to maintain and updatethis new internal control documentation and perform regular, independenttesting of key controls. All new information systems and any significantchanges in systems and processes will be required to undergo the abovedescribed documentation and testing process as a required part of theirimplementation.

 

Under the provisions of Section 404 of the SOX act, the Company will berequired, beginning in its annual report on Form 20-F, for fiscal year 2006,filed with the SEC, to provide an opinion regarding the ability of the Group’sinternal control structure to provide reasonable assurance that its financialreporting is compliant with applicable laws and regulations. Additionally, theGroup’s independent auditors will be required present their own assessment ofthe Group’s internal control structure and to opine on the representation ofmanagement regarding the internal control structure for financial reporting.

 

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