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REPORT ON THE OPERATIONS OF THE AUDIT COMMITTEE OF THE SUPERVISORY BOARD OF IMPEL S.A. IN 2016

 

 

The Audit Committee of the Supervisory Board of Impel S.A. 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.

 

In 2016, and in 2017 up to adoption of this report, the Committee held 7 meetings. The Audit Committee acted based on a document entitled "Rules for exercising by the Audit Committee of the Supervisory Board of Impel S.A”, adopted by the Board on 6 February 2015.

The Audit Committee performed the following tasks in 2016:

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  • the Committee held meetings with an Independent Auditor of the Group, Ernst&Young Audyt Polska Sp. z o.o. S.K.
    with its registered office in Warsaw; the Committee discussed with the Auditor the results of the interim review of the report for the first half of year 2016 and results of audit of financial statements for 2016,
  • the Committee discussed how internal functions are organised: internal control, internal audit, compliance within the Group; in particular the Committee read the Impel S.A. Management report evaluating internal functions;
  • the Committee discussed tasks performed as part of internal audit,
  • the Committee reviewed processes of preparing financial statements in the Group,
  • the Committee reviewed processes of preparing management reports;
  • the Committee analysed risks,
  • the Committee reviewed whether reporting obligations of Impel S.A, as a company quoted on the Warsaw Stock Exchange, were met,
  • the Committee discussed cybercrime risks,
  • the Committee discussed issues related to “tax avoidance clause”,
  • the Committee discussed amended legislation regarding audit of financial statements,
  • the Committee analysed adaptation of internal regulations of the Company, because Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) entered into force on 3 July 2016.

 

The Committee met with people responsible for preparing financial statements, internal audits and management controlling in the Group to implement their obligations.

 

The Audit Committee:

  • reviewed individual financial statements of Impel S.A. and consolidated financial statements of Impel Group and reports, confirming the Auditor's view, that both sets of documents were prepared in accordance with accounting rules and based on accurately kept accounting books and reliably reflect results of economic activities and financial situation of the Company and the Group in 2016 in all relevant aspects.
  • reviewed the Management report on operations of Impel S.A. and Impel Group and reports that both documents reflect a true and accurate situation of the Company and the Group in 2016,
  • assessed independence of the Audition in relation to the Company and their managers and supervisors. Independence of the Auditor was confirmed by a representation made by the Auditor. Moreover, the Committee assessed cooperation of the Management Board with the Auditor as correct and flawless.

Having no remarks regarding financial statements for 2016, the Audit Committee:

  • approved the evaluation of effectiveness of internal control, risk management and compliance systems, internal audit, and of the way reporting obligations are met in Impel S.A., prepared by the Management Board for 2016.

 

In the opinion of the Audit Committee:

  • the process of preparing financial statements is correct, and the prepared financial statements reflect financial situation of the Company and Impel Group;
  • some assets of the Group need to be periodically assessed to establish their current value and the potential need to create reserves.
  • the system of internal control, risk management and compliance need to be reinforced due to sustained development of Impel Group and dynamically changing legal situation;
  • IT security needs to be addressed due to increased cybercrime attacks;
  • contracts implemented by Impel Group needs to be monitored for their profitability and receivable collection.

 

 

 

 

Attached to this documents:

  1. Evaluation of effectiveness of internal control, risk management and compliance systems, internal audit, and of the way reporting obligations are met in Impel S.A. in the financial year 2016, prepared by the Management Board.
  2. Documents provided by Ernst&Young Audyt Polska Sp. z o.o. S. K. regarding issues indentified as part of audit of annual financial statements in 2016, including the results of audit.
  3. Representation of Ernst&Young Audyt Polska Sp. z o.o. S. K. regarding their impartiality and independence towards Impel S.A.

 

 

Wrocław, 20 April 2017