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REPORT ON THE OPERATIONS OF THE AUDIT COMMITTEE OF THE SUPERVISORY BOARD OF IMPEL S.A. IN 2017

 

 

  1. LEGAL BASIS

The Audit Committee of the Supervisory Board of Impel S.A. of the 10th term was appointed by the Board by the Resolution No. 3/X/2015 on 25 April 2015 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 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 2017, the composition of the Audit Committee was changed:

On 9 June 2017, Mr Edward Laufer, a member of the Supervisory Board and a member of the Audit Committee, resigned from his function within the Supervisory Board and the Audit Committee of Impel S.A. On 17 July 2017, Mr Józef Biegaj resigned from his function of a member of the Audit Committee of the Supervisory Board of Impel S.A. On that day, by adopting the Resolution No. 37/X/2017, the Supervisory Board appointed Mr Stefan Forlicz and Ms Danuta Czajka to the Audit Committee. As Ms Danuta Czajka resigned from her function of a member of the Supervisory Board, the Supervisory Board appointed Mr Józef Biegaj to the Audit Committee on 20 October 2017, by adopting the Resolution No. 41/X/2017.

As of 31 December 2017 and as of the date of approval of this report, the Audit Committee had the following composition:

Piotr Urbańczyk – Chairman of the Committee,

Józef Biegaj - Member of the Committee,

Stefan Forlicz – Member of the Committee.

 

  1. OPERATIONS OF THE AUDIT COMMITTEE IN 2017

In 2017, and in 2018 up to adoption of this report, the Committee held 10 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 and from 29 December 2017 – due to new requirements specified by the Law of 11 May 2017 on independent auditors, auditing companies and public supervision – based on the Rules of Procedure for the Audit Committee of the Supervisory Board of Impel S.A adopted by the Resolution of the Supervisory Board No. 53/X/2017.

In 2017, the Audit Committee:

  1. met several times with the Independent Auditor of the Group, Ernst&Young Audyt Polska Sp. z o.o. S. K., with its registered office in Warsaw, to discuss the process and results of audit of the financial statements: results of the semi-annual review of the report for the 1st half year 2017 and results of examination of the financial statements for 2017.
  2. met with the Group's persons responsible for internal audit, preparing financial statements, reporting obligation as a company listed on WSE,
  3. analysed financial statements, selected procedures, documents and presentations of the Company,
  4. reviewed Independent Auditor's Report on the Audit of the Financial Statements of Impel S.A. and Consolidated Financial Statements of Impel Group,
  5. reviewed additional Independent Auditor’s Report prepared for the Audit Committee as of the date of the opinion.

 

  1. FORMAL DOCUMENTS ADOPTED BY THE AUDIT COMMITTEE
  1. The Audit Committee prepared Report on the operations of the Audit Committee of the Supervisory Board of Impel S.A. in 2016.
  2. The Audit Committee prepared (as required by Article 130.1.5-7 of the Law of 11 May 2017 on independent auditors, auditing companies and public supervision) the following policies and procedures:
    1. Policy of selecting auditing company for audit.
    2. Policy of providing legally accepted services not related to audit by the auditing company, by entities related to the auditing company or by a member of the auditing company's network.
    3. Procedure of selecting the auditing company.

 

  1. ASSESSMENTS AND RECOMMENDATIONS OF THE AUDIT COMMITTEE

In the opinion of the Audit Committee:

  1. the Financial Statements of Impel S.A. and consolidated Financial Statements of Impel Group, were prepared, in all crucial aspects, according to accounting rules and on the basis of properly kept accounting records and reliably reflects the results of operations and the financial position of the Company and the Group in 2017.
  2. the Directors' Report on the operations of Impel S.A. and Impel Group present true and reliable condition of the Company and the Group in 2017;
  3. without qualifying the report for 2017, the Audit Committee draws your attention to the risks, including the risks presented in Independent Auditor's Report on the Audit of the consolidated Financial Statements attached to this document;
  4. the company created within the structure an internal audit department and compliance units (for laws and internal regulations); given the size of the organisation and the large scope of the services provided, the company should assess whether available resources are sufficient and whether they should be increased to prevent abuses and to ensure compliance with legal rules.
  5. As far as reporting obligations of the Audit Committee are concerned, the Committee finds that:
  1. the company prepares and publishes periodical reports in a timely manner,
  2. the company has internal procedures, including: the Rules for circulation of and security of access to confidential information and performing reporting obligations in Impel Group, which specify the rules of preparing and publishing current and periodical reports and the rules of handling confidential information,
  3. the company reports on an ongoing basis information identified by the Management Board as confidential,
  4. implementation of internal procedures requires periodical internal audits,
  1. Independency of the auditor in relation to the Company and its managers, was assessed by the Audit Committee and confirmed by the declaration of the auditor.

 

 

 

 

 

 

 

Wrocław, 11 May 2018