Rules of Procedure for the Management Board

Rules of Procedure for the Management Board

RULES OF PROCEDURE FOR THE MANAGEMENT BOARD OF IMPEL SA

 

I. General provisions

§ 1

The Management Board shall operate on the basis of the following documents:

  1. the Polish Code of Commercial Partnerships and Companies (Polish Companies Act) of September 15 th 2000 as amended;
  2. the Company’s Articles of Association;
  3. resolutions adopted by the General Shareholders Meeting;
  4. these Rules of Procedure.

§ 2

  1. The Management Board shall manage the Company and represent it in relations with third parties.
  2. All issues not delegated by way of a provision of the Polish Companies Act or the Company’s Articles of Association to the General Shareholders Meeting or the Supervisory Board shall fall within the scope of powers and duties of the Management Board.
  3. The Management Board members shall represent the Company in and out of court. Subject to the provisions of Art. 2.2, this right shall extend to all issues related to the Company's operations.

§ 3

  1. The Management Board shall be composes of three to seven members. The Supervisory Board shall determine the number of Management Board members and their positions.
  2. The President of the Management Board shall manage the Management Board’s activities.
  3. The term of office of the Management Board shall be three consecutive years. The mandate of a member of the Management Board shall expire on the date of the General Shareholders Meeting which approves the financial statements for the last full financial year in which the member held the position of the Management Board.
  4. The Supervisory Board shall appoint and remove the President of the Management Board and the other members of the Management Board.

 

II. Scope of activities of the Management Board and rules governing the activities

§ 4

  1. Each Member Board member acting separately shall be entitled to make declarations of will with respect to property and non-property rights and obligations of the company, with the proviso that two Management Board members acting jointly shall be entitled to undertake obligations related to proceeds from the public issue of the Company shares.
  2. The Management Board member shall have before the Company full compensatory and disciplinary liability for any breach of the regime provided for in Art. 4.1.
  3. Representations to the Company may be made to a member of the Management Board or a proxy.

§ 5

The following terms used in these Rules of Procedure shall have the following meaning:

  1. "the Company" shall mean Impel SA of Wrocław;
  2. "subsidiary companies" or "subsidiaries" shall mean companies under commercial law which are subsidiaries within the meaning of the provisions of the Polish Accountancy Act of September 29th 1994 (uniform text - Dz.U. of 2002, No. 76, item 694 as amended);
  3. "business unit" shall mean a separate part of a company enterprise or subsidiary companies within the management accounting system, delivering a specific group of services, for which a financial plan and financial management statements (reconciliation of the results) are drawn up;
  4. "the Group" shall mean Impel S.A. and its subsidiaries;
  5. " the Rehabilitation Act " shall mean the Act on Professional and Social Rehabilitation and Employing of the Disabled of August 27th 1997 (uniform text – Dz. U. of 2008, No 14 item 92 as amended)
  6. " management of service delivery” shall mean a product whose function is optimisation of service purchases and supervision of service suppliers on behalf of a client,
  7. " comprehensive services " shall mean services for clients of the Impel Group which require cooperation of the suppliers.

§ 6

Issues specified in the Articles of Association and in the Polish Companies Act are regulated by way of resolutions adopted by the Management Board. These issues include in particular:

  1. Developing strategic objectives of the Group and strategies for their achievement.
  2. Adoption of the Group's consolidated financial plan.
  3. Convening of annual and extraordinary General Shareholders Meeting.
  4. Approval of the Company's financial statements and the Group's consolidated financial statements of the Group.
  5. Proposing distribution of profit or coverage of loss.
  6. Other issues raised by the Management Board at the General Shareholders Meeting.
  7. Granting authorisation for supervision over subsidiaries.
  8. Adopting the organisational structure for the Company and the Group.
  9. the Rules of Procedure for the Management Board and the Corporate Rules of Procedure.
  10. Incurring liabilities or disposing of property rights of gross value over PLN 500,000.
  11. Managing proceeds from public issues of Company shares.
  12. Undertaking tasks whose total gross value may exceed PLN 500,000.
  13. Executing contracts for provision of services of a net monthly value in excess of PLN 500,000.
  14. Approval of motions to the Supervisory Board concerning disposal or acquisition of real estate or interest in real estate.
  15. Forming new partnerships, acquisition or disposal of shares in companies.
  16. Adopting positions on approval of objectives and strategies for the direct subsidiaries.
  17. Adopting positions on approval of financial and investment plans for the direct subsidiaries.
  18. Adopting positions on approval of Directors' Reports, balance sheets and profit and loss accounts of the direct subsidiaries for the financial year.
  19. Adopting positions on approval of distribution of profit or coverage of loss in direct subsidiaries.
  20. Adopting positions on granting approval for the performance of duties by members of management boards of direct subsidiaries.
  21. Creating reserve funds, capital reserve and earmarked funds at the direct subsidiaries.
  22. Taking decisions regarding commencement of operations in new areas of business activity by the Company or its subsidiaries, and taking a decision on winding up such operations in currently pursued areas of business activity.
  23. Granting loans, sureties or collateral by the Company to other entities, excluding:
    1. loans and sureties for up to PLN 500,000;
    2. loans and sureties for over PLN 500,000 granted to a subsidiary if such surety or borrowing was provided for in the Company's financial plan approved by the Management Board;
    3. loans from the Company's Social Benefits Fund (ZFŚS) or the Company Fund for the Disabled (ZFRON).
  24. Adopting rules governing the remuneration of management boards of the direct subsidiaries.
  25. Adopting positions on granting to the direct subsidiaries approval for incorporation of a new company; acquisition or disposal of new shares in other companies and retirement of shares.
  26. Adopting positions on granting approval for disposal or lease of direct subsidiary's enterprise or its organised part and establishing a limited right in rem.
  27. Adopting positions on consent to purchase or disposal of a real estate by a direct subsidiary.
  28. Adopting positions on amendments to the subsidiary's articles of incorporation/ articles of association.
  29. Adopting positions on restricting competences of management boards of direct subsidiaries.

 

III. Scope of individual responsibilities of Members of the Management Board

§ 7

  1. Subject to Art. 6, individual Members of the Management Board shall be authorised and obliged to individually act in relation to matters that have been described herein. With regard to matters that they have been entrusted with, Members of the Management Board shall be held responsible towards the Company, as well as third parties, unless absolute rules of law provide otherwise.
  2. Each Member of the Management Board shall be held responsible for the organisational and economic optimisation of the assigned scope of work, including planning and performance of the associated budget.
  3. The President of the Management Board shall be responsible for operating activities, in particular:
    1. co-ordinating and organising work of the Management Board,
    2. creating the vision and the growth strategy of the Group,
    3. development of strategic goals for the Company and the Group,
    4. the process of creation, monitoring, updating, and operationalisation of the Group’s and business units’ strategies.
    5. supervising the innovation process management with respect to improvement of the functional processes, including management at the Group,
    6. issuing internal regulations and supervising their performance,
    7. determining composition of management boards in subsidiary companies, having sought opinions of other Members of the Management Board,
    8. supervising the management of the product portfolio of the Group,
    9. supervising the optimisation of the applied technologies and the work organisation - knowledge management in this respect,
    10. supervising operational subcontracting,
    11. supervising performance management (optimisation of labour costs)
    12. supervising quality management for the provided services,
    13. management of payroll and incentive systems at the operational department.

4. Vice President of the Management Board for Financial Affairs shall be responsible for the back office, in particular:

  1. creating and supervising the economic and financial policy ensuring the financial liquidity and growth capability of the Company and the subsidiaries
  2. supervising the records of economic events maintained by the Group companies to ensure their accuracy, reliability and conformity with the provisions of law,
  3. supervising the financial reporting of the Company and consolidated reporting of the Group conforming with the provisions of law,
  4. supervising settlements with the Treasury on account of taxes and other tax burdens (except for personal income tax),
  5. supervising transactions between the Group companies
  6. supervising collection of debt/receivables payable to the Group,
  7. supervising management of the Group companies by the Service Centres in accordance with the SLA standards,
  8. supervising management of purchase of means of production and other purchases as well as logistics of their deliveries to the Group companies,
  9. supervising formal and legal aspects of the Group companies,
  10. supervising public relations activities of the Group,
  11. supervising relations with investors (shareholders), the Stock Exchange, the Polish Financial Supervision Authority, and other participants in the public market,
  12. supervising cost-related servicing of the Group companies by the Service Centres,
  13. internal control,
  14. supervising the safety of information in the Group,
  15. supervising legal services provided to the Group companies,
  16. supervising HR and payroll policies and development of incentive schemes in the Group.
  17. supervising management of employee development,
  18. supervising the performance of the role of the Company employer as defined by the Labour Code,
  19. supervising settlements on account of personal income tax, social security, and the State Fund for the Rehabilitation of the Disabled Persons (PFRON)
  20. supervising maintenance of the status of Sheltered Employment Facility (ZPChr) by the Company,
  21. supervising development of management support IT and information systems.

5. Vice President of the Management Board for Sales shall be responsible for commercial activities, in particular:

  1. setting market development objectives and strategy for the Group,
  2. setting sales objectives for the Group and the strategy of their achievement,
  3. shaping sales support systems, organisation and standardisation of sales processes in the Group companies,
  4. obtained value of new sales, including sales to corporate customers,
  5. supervising management of relations with prospective and current customers of the Group,
  6. supervising marketing support for activities of the business units,
  7. supervising market research and analyses and dissemination of the results,
  8. managing the Group brands,
  9. supervising the advertising activities and sales promotion,
  10. granting donations,
  11. management of payroll and incentive systems at the sales department.

6. Vice-President of the Management Board for Development shall be responsible for:

  1. supervising preparation and performance of the financial plans for business units and the consolidated plan for the Group,
  2. supervising improvement of management information systems and their timely delivery to the Group managers and the business units,
  3. supervising the management of the process of capital investments and disinvestments,
  4. supervising the management of the innovation process with respect to new products and new economic activities.

7. If a person responsible for one of the areas specified in Art. 7. par. 4-6 is not appointed to the Management Board, the President of the Management Board may, after consultation with the Chairman of the Supervisory Board, entrust all or some matters related to a given area and responsibility for them to another Member of the Management Board.

 

IV. Functioning of the Management Board

§ 8

  1. Members of the Management Board shall be authorised and obliged to manage the Company's affairs and represent it.
  2. Management of the Company's affairs is effected by adopting resolutions taken during meetings of the Management Board.
  3. The President of the Management Board shall chair meetings of the Management Board.
  4. The President of the Management Board shall be authorised to determine the rules of procedure for the Management Board presented in the form of guidelines that shall be binding upon all Members of the Management Board . 
  5. Meetings of the Management Board shall be held not less frequently than twice a month . 
  6. Upon his own initiative or pursuant to a request by another Member of the Management Board, the President of the Management Board may convene a meeting to consider matters of urgency. A Member of the Management Board who has requested convening the meeting should present a draft agenda of the meeting attached to such request.

§ 9

  1. Resolutions of the Management Board are duly adopted if at least half of the Members of the Management Board are present at the meeting and all the Members of the Management Board have been informed about the scheduled meeting in advance . 
  2. Resolutions shall be adopted by an absolute majority of votes, and in the event of a tie, the President of the Management Board shall have the casting vote . 
  3. A Member of the Management Board may take part in the meeting and participate in voting by use of means of remote communication . A vote cast by use of means of remote communication should be confirmed by the voting member in writing within 7 days following the voting, by signing the minutes of the meeting of the Management Board and the adopted resolution.
  4. Members of the Management Board shall be required to monitor, on an ongoing basis, execution of resolutions of the Management Board and present their remarks using official reporting lines.

§ 10

If the President of the Management Board is not capable of performing his duties, he shall be replaced by a Member of the Management Board indicated by the President of the Management Board .

§ 11

  1. Minutes shall be taken of meetings of the Management Board.
  2. Minutes shall be signed by all Members of the Management Board present at the meeting and by the minutes keeper.

3. Minutes of the meeting of the Management Board shall contain:

  1. consecutive number, date, and place of the meeting,
  2. list of the persons present at the meeting,
  3. agenda of the meeting,
  4. concise summary of the reviewed matters and statements made for the minutes,
  5. confirmation of adoption of the resolution and its full contents, if it has not been attached as enclosure to the minutes,
  6. number of votes casts while voting on individual resolutions,
  7. dates and manner of executing individual resolutions and indication of Members of the Management Boards responsible for their execution,
  8. separate opinions of Members of the Management Board.

4. The Director of the Management Board Office shall be responsible for keeping minutes and maintaining the book of minutes and adopted resolutions .

 

V. Final provisions

§ 12

  1. In disputes between the Company and Members of the Management Board, the Company shall be represented by the Supervisory Board or proxies appointed by virtue of resolution of the General Shareholders Meeting.
  2. Without consent of the Supervisory Board, a Member of the Management Board may not engage in any competitive business or participate in any competitive company as a partner in a civil-law or other partnership, or a member of a governing body of an incorporated company, or participate in other competitive legal persons as a member of a governing body. This ban also relates to a shareholding in a competitive company where a Member of the Management Board holds at least 10% of shares or rights entitling him to appoint at least one member of the management board.
  3. In case a Member of the Management Board has been recalled, he shall be obliged to hand over issues managed by him to other Member of the Management Board indicated by the President of the Management Board, unless the Supervisory Board has decided otherwise . 

§ 13

  1. The Management Board Office shall provide services to the Management Board.
  2. The Director of the Management Board Office shall be responsible for services rendered to the Management Board and meetings of the Management Board.
  3. Costs of the Management Board shall be incurred by the Company.

§ 14

Any issues not provided for in these Rules shall be governed by the relevant provisions of the Polish Companies Act and the Company's Articles of Association.

§ 15

These Rules may be amended by a resolution of the Management Board approved by the Supervisory Board.