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REPORT OF THE OPERATIONS OF THE AUDIT COMMITTEE OF THE SUPERVISORY BOARD OF IMPEL S.A. IN 2014

 

The Audit Committee of the Supervisory Board of Impel S.A. (the “Committee”) was appointed by the Board by the Resolution No. 37/IX/2014 on 17 October 2014 on the basis of the Act on Statutory Auditors, Their Self-Governing Organisation, Entities Authorised to Audit Financial Statements and on Public Oversight (Journal of Laws No. 77, item 649) and on the basis of Art.7a.2 of the Rules of Procedure for the Supervisory Board of Impel S.A.

 

 The Committee was appointed with the composition of:

  • Piotr Urbańczyk – Chairman of the Committee,
  • Edward Laufer – Member of the Committee,
  • Józef Biegaj – Member of the Committee.

 

Chairman of the Committee, Mr. Piotr Urbańczyk fulfills the conditions of independence and has qualifications in accounting and finance.

 

Until the date of the Supervisory Board’s approval of the RULES OF FUNCTIONING THE AUDIT COMMITTEE OF THE SUPERVISORY BOARD OF IMPEL S.A., the Audit Committee acted based on a document entitled "Rules for exercising by the Supervisory Board of Impel S.A. the supervision over the financial reporting processes, internal audit, risk management and financial audit in the Company as a part of the fulfillment of the tasks of the audit committee arising from Art. 86.7 of the Act on Statutory Auditors and Their Self-Governing Organization, Entities Authorized To Audit Financial Statements and on Public Oversight " adopted by the Board on 19 December 2013.

 

In 2014 the Committee’s meeting took place on 17 October 2014 and was of an organizational nature.

   

At the meeting of 6 February 2015, the Audit Committee made agreements on the content of the regulations of functioning and established a work plan for 2015 which was adopted by the Supervisory Board of Impel S.A. by resolutions on 6 February 2015.

The meeting was also devoted to issues on organizing the process of the audit of financial statements and internal audit plans in business units, JB1 and JB2. The Committee approved the presented plans. At the meeting, there was a certified auditor and Vice-President of the Board of Impel S.A. responsible for the process of bookkeeping in the Impel Group.

 

The subsequent Audit Committee’s meeting held on 10 March 2015 was devoted to discussing the results of the audit of financial statements for 2014. The certified auditor, present at the meeting, demonstrated conclusions resulted from the audit and issues requiring professional assessment and estimates.

 

At the meeting on 24 March 2015, the Committee met with the Directors of Internal Audit Offices acting in business units to discuss conclusions from the audit in 2014 and established and adopted the contents of this report.

 

In the opinion of the Audit Committee:

 

1. Separate reports of Impel S.A. and consolidated statements of the Group, in all significant aspects, were prepared in accordance with the accounting principles and on the basis of the properly maintained accounting records and accurately reflect the results of business operations and the financial position of the Company and the Group.

2. Reports of the Company and the Group’s operations reflect the true and fair view of their position.

3. In the Group's assets, there are assets that require comments and periodic professional assessment as changes of their values may have a significant impact on the financial results in the subsequent accounting periods. First of all, this refers to: the goodwill resulting from the acquisition of business entities at prices higher than the net assets being acquired whose accumulated value presented in the balance sheet as at 31 December 2014 amounted to PLN 48,216,000, deferred tax assets in the amount of PLN 32,447,000 and public and legal debts which are subject of tax proceedings in the amount of PLN 9,570,000.

4. The Group continuously monitors the exposure to risk and take action to eliminate threats. Due to the specific nature of the Group's operations in which the predominant expenses are labour costs, the risk connected with the management of labour costs and its derivatives still remains a significant risk of the Group.

5. The Company has an efficient system of internal audit supported by the integrated IT system - SAP. In addition, the Office of Internal Audit operates in the organizational structure of the Group at the level of business units. Due to the wide scope of the Group’s operations and its turnover, the Audit Committee, however, recommends to strengthen the units of the control and of the internal audit.