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RULES OF PROCEDURE OF THE MANAGEMENT BOARD

OF IMPEL S.A.

 

 

 

I. General provisions

 

§ 1

The Management Board (hereinafter the “Board”) is regulated by:

  1. The Polish Code of Commercial Partnerships and Companies, as amended (the Polish Companies Act)
  2. The Company’s Articles of Association;
  3. Resolutions adopted by the General Shareholders Meeting;
  4. These Rules of Procedure.

 

§ 2

  1. The Board shall run and represent the Company.
  2. All issues not delegated by the Polish Companies Act or the Company’s Articles of Association to the General Shareholders Meeting or the Supervisory Board are managed by the Board.
  3. The Board Members shall represent the Company in and out of court. Subject to Art. 2.2, this right shall apply to all Company's operations.

 

§ 3

  1. The  Board shall be composed of three to seven members. The number of the Board members and their positions shall be determined by the Supervisory Board.
  2. The Board shall be led by the President.
  3. The Board shall be appointed for three consecutive years. The Board Member’s mandate shall expire on the date of the Shareholders Meeting approving the financial statements for the previous full financial year of the Member’s term.
  4. The Supervisory Board shall appoint and remove the President and other members of the Board.

 

 

 

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

 

§ 4

  1. Each 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 provision 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 Board member shall have full compensatory and disciplinary liability towards the Company for any breach of the regime provided for in Art. 4.1 herein.
  3. Motions to the Company may be made to one Board member or a proxy.

 

§ 5

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

  1. "the Company" shall mean Impel S.A. 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 (consolidated text - Dz.U. of 2002, No. 76, item 694 as amended);
  3. “direct subsidiary” shall mean a subsidiary in which Impel S.A. holds shares;
  4. "business unit" shall mean a separate part of the company’s or subsidiary companies’ enterprise 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;
  5. "the Group" shall mean Impel S.A. and its subsidiaries;
  6.  “Shared Services Centre” shall mean a specialized internal provider from the Impel Group who has priority to provide services for the Group’s subsidiaries directed to external entities (including accounting, HR, IT, FM, security, etc.).

 

§ 6

Issues specified in the Articles of Association, in the Polish Companies Act and in the Rules as delegated to the Board are managed via resolutions of the Board. These issues include in particular:

  1. Approval of the strategy and strategic objectives of Impel Group as well as supervision of their implementation.
  2. Approval of the strategy and strategic objectives of the business units and the companies which are not part of the business units.
  3. Adopting the organizational structure for the Company and Impel Group.
  4. Adopting the Rules of Procedure of the Management Board and the Corporate Rules of Procedure.
  5. Adoption of the Group's consolidated financial plan, including financial plans of organizational units of  Impel Group.
  6. Managing funds from public offers of Company shares.
  7. Incurring liabilities or disposing of property rights of gross value over PLN 500,000.
  8. Undertaking tasks whose total gross value may exceed PLN 500,000.
  9. Concluding contracts for provision of services or other tasks of a net monthly value in excess of PLN 500,000.
  10. Launching business operations in new areas of business activity by the Company or its subsidiaries, and approving the related financial plans.
  11. Taking a decision on winding up operations in currently pursued areas of business activity by the Company or its subsidiaries.
  12. Commencing new investment projects by the Company or its subsidiaries in excess of PLN 500,000, and approving the related financial plans.
  13. Granting loans or other guarantees of any kind by the Company or its subsidiaries to other entities, except for:
    1. loans and guarantees for up to PLN 500,000;
    2. loans and guarantees for over PLN 500,000 granted to a subsidiary if such guarantee or loan was provided for in the Impel Group'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).
  14. incorporation of a new company; acquisition or disposal of new shares in other companies, including transfer of shares in partnerships (general rights and obligations of the partner), retirement of shares, division, merger or transformation by the Company or its subsidiary.
  15. Approval for disposal or lease of direct subsidiary's enterprise or its organized part and establishing a limited right in rem.
  16. Convening of the Company’s ordinary and extraordinary General Shareholders Meeting.
  17. Approval of the Company's financial statements and the Group's consolidated financial statements.
  18. Proposing distribution of profit or coverage of loss.
  19. Other issues raised by the Management Board at the General Shareholders Meeting.
  20. Granting authorization for supervising subsidiaries.
  21. Approval of Directors' Reports, balance sheets and profit and loss accounts of the direct subsidiaries for the financial year and  adopting position on the above issues in relation to other subsidiaries.
  22. Approval of distribution of profit or coverage of loss in direct subsidiaries and adopting position in relation to other subsidiaries.
  23. acknowledgement to the Board Members of supervised directed subsidiaries of the performance of their duties.
  24. Creating reserve funds, capital reserve and special funds in the Company and the subsidiaries.
  25. Submission of motions to the Supervisory Board concerning disposal or acquisition of real estate or share in real estate.
  26. Giving consent to acquisition or disposal of real estate by a direct subsidiary.
  27. Adopting position on amendments to the subsidiaries’ articles of association.
  28. Restriction of competences of management boards of direct subsidiaries.
  29. Approval of donations granted by the Company.
  30. Any issues for which one Board Member requests to adopt a respective resolution.

 

 

 

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 authorized 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 organizational and economic optimization of the assigned scope of work, in particular for maximization of ROIC.
  3. Each Board Member shall manage one of the five functional Divisions and shall be held responsible for their cooperation.
  4. Each Member Board shall ensure that his/her Division is compliant with legal regulations, including internal regulations of Impel Group, to avoid any losses or loss of reputation (compliance).
  5. Each Board Member shall be responsible for risk management within his/her Division.
  6. The President of the Management Board – the General Director of Impel Group, the Managing Director responsible for the Development Division (at functional level) who shall:
    1. coordinate and organize works of the Board – of the Managing Directors responsible for functional Divisions
    2. manage strategy and strategic goals of Impel Group, supervise strategies of functional Divisions and Business Areas;
    3. manage the Development Division, ensure development and improvement of products and processes through innovation and new technologies; supervise product portfolios;
    4. supervise processes and projects aiming at increasing efficiency of Impel Group’s activities by using available technologies and methods of work organisation.
    5. manage M&A transactions, capital investment and disinvestment process,
    6. issue and supervise issuing of internal provisions in Impel Group (including policies, procedures, orders, etc.);
    7. ensure cooperation between organisational units of Impel Group;
    8. supervise fulfilment of duties by Executive Directors for Business Areas;
    9. supervises systems of payroll and incentive systems within Impel Group;
    10. be held responsible for supervision of information security in Impel Group.
  1. Vice-President of the Management Board – Managing Director for Operational Division of Impel Group who shall:
    1. manage the Division, regarding (i) regulations, (ii) strategy and planning, (iii) work supervision;
    2. establish management structure and personnel within his/her Division;
    3. establish and supervise implementation of factual and financial targets in the Division, including KPI (revenues, margin, ROIC, productivity);
    4. establish “Service Delivery Models”, implementation rules, legal and business implementation standards (direct contracting, subcontracting, consortia, transfer of references, transfer of know how –franchising);
    5. establish and supervise: (i) service delivery standards, (ii) service contracting rules, (iii) compliance with standards and contracts, efficiency and quality standards;
    6. supervise quality and efficiency of service delivery: (i) directly (Product Groups, Territorial Structures), (ii) indirectly (Subcontractors);
    7. supervise delivery of services for Impel Group companies by appropriate Product Groups;
    8. establish and supervise legal and business rules of cooperation with subcontractors, subcontractors’ standards, selection criteria, joint participation in consortia, standard contracts with subcontractors, price calculation standards;
    9. establish and supervise contracting standards for Impel Group, including discounts to National Fund for the Rehabilitation of Disabled (PFRON)
    10. establish reporting standards, supervise delivery and use of reports in the Division;
    11. supervise appropriate establishment of costs, including scheduling and appropriate allocation of personnel contracted within Impel Group;
    12. support creation and implementation of product, process and organisation innovation. ensure cooperation of field structures with client regarding innovation, through, among others, vested outsourcing;
    13. ensure IT implementation and automation for service delivery, use of IT applications for clients;
    14. contribute to development and implementation of payroll and incentive systems;
    15. support new sales, complementary sales and bundling at product level.
  2. Vice-President of the Management Board – Managing Director for Financial and Administrative Division of Impel Group (at functional level) who shall:
    1. manage the Division regarding: (i) regulations, (ii) strategy and planning, (iii) supervision of the Division, (iv) business support;
    2. establish management structure and personnel within his/her Division;
    3. establish and supervise implementation of factual and financial targets in the Division, including KPI (tax rate of Impel Group companies, ROIC, margin profitability, etc.);
    4. manage costs of the Financial and Administrative Division; plan and supervise implementation of budget, financial and administrative managers’ and teams’ targets;
    5. be held responsible for economic and financial policies which (s)he shall develop and implement, providing financial liquidity and development opportunities to Impel Group companies;
    6. manage financial and administrative services: invoicing, purchases, logistics, recovery of receivables;
    7. supervise accounting of recording economic events by companies of Impel Group: accuracy of cost allocation, fairness and legal compliance;
    8. manage financial controlling regarding data collection and verification standards and reporting; establish, improve and supervise delivery of management information to Impel Group managers and ensure its optimal use;
    9. ensure legal services for Impel Group, corporate governance of Impel Group companies;
    10. supervise financial reporting, including consolidated reports and financial planning;
    11. define policies and standards of settlement and reporting for all companies and organisational units of Impel Group;
    12. supervise accurate settlement with government budget as per tax and other legal charges (excluding employment related liabilities);
    13. supervise transactional prices between companies of Impel Group for their legal compliance;
    14. be held responsible for execution of reporting obligations of the public company, supervise relations with investors (shareholders), the Stock Exchange, the Polish Financial Supervision Authority, and other participants in the public market;
    15. supervise PR and internal communication activities of Impel Group;
    16. supervise the process of gaining and settling public aid, excluding the process of meeting criteria for employment of disabled persons;
    17. supervise implementation of restructuring programmes in Impel Group.
  3. Vice-President of the Management Board – Managing Director for Employment Division of Impel Group (at functional level) who shall:
    1. manage the Division regarding: (i) regulations, (ii) strategy and planning, (iii) supervision of the Division, (iv) business support;
    2. establish management structure and personnel within his/her Division;
    3. establish and supervise implementation of factual and financial targets in the Division, including KPI (productivity, fluctuation, etc.);
    4. manage costs of the Employment Division. plan and supervise implementation of budget and managers’ and teams’ targets within the Division;
    5. manage processes of recruitment, payroll and HR services, systems of periodical assessments of employees, development of competences of employees, development of carriers and succession programmes;
    6. manage remuneration, payroll and incentive systems in Impel Group,
    7. approve payroll and incentive systems together with Managing Directors of Impel Group Divisions and Executive Directors of Business Areas;
    8. supervise quality management processes and systems,
    9. manage internal audit;
    10. perform the function of employer within the meaning of Labour Code, in the Company Impel S.A.; be held responsible for these functions in companies of Impel Group and supervise those functions;
    11. supervise fulfilment of employment conditions for disabled persons, necessary for companies of Impel Group to receive public aid;
    12. supervise OHS services in Impel Group ,
    13. supervise public receivables according to CIT Law and Social Insurance Law; supervise the process of scheduling deadlines.
    14. ensure handling of controls conducted by the Social Insurance Institute (ZUS) and the National Labour Inspectorate (PIP)
  4. Vice-President of the Management Board – Managing Director for Sales Division of Impel Group (at functional level) who shall:
    1. manage the Division regarding: (i) regulations, (ii) strategy and planning, (iii) supervision of works;
    2. establish management structure and personnel within his/her Division;
    3. establish and supervise factual and sales targets in the Division, including KPI (revenues, margins, Trade Efficiency Ratio, ROIC of new sales, etc.), product scope an channels, selling methods, market segmentation;
    4. implement product and process innovation-based sales; establish the most desirable changes in products, together with clients; ensure innovative needs of clients, provide clients with information on technologies and working methods, in particular those based on IT applications;
    5. ensure cooperation between Product Groups, in particular through bundling and integrated sales which increase efficiency of sales in Impel Group
    6. manage budget of the Sales Division of Impel Group, including budget of sales teams within individual structures of Impel Group; supervise implementation of budget and sales targets of individual teams;
    7. contribute to development and implementation of payroll and incentive systems for the Division;
    8. establish and supervise standards of sales processes, optimize applied technologies and working methods, manage appropriate know-how;
    9. establish and supervise standards of sales discounts to PFRON within contracts of Impel Group;
    10. establish reporting standards, supervise delivery and use of reports in the Division;
    11. manage relations with potential and current clients of Impel Group, in particular with Key Clients;
    12. ensure marketing support for the Sales Division and Product Groups, sales promotion and advertisement, communication;
    13. conduct studies and market analyses, ensure publication and use of their results;
    14. manage trademarks of companies and products of Impel Group.
  5. The Management Board may appoint Proxies of the Management Board for specific matters.
  6. If a Board Member responsible for a given Division is not appointed, the President of the Management Board may delegated all or some duties and responsibility for this Division to another Board Member, including him/herself, until the appropriate Board Member is appointed.

 

 

 

IV. Functioning of the Management Board

 

§ 8

  1. Members of the Management Board shall be authorized and obliged to manage the Company's affairs and to represent it.
  2. Management of the Company's affairs is effected by adopting resolutions during meetings of the Management Board.
  3. The President of the Management Board or an appointed Board Member shall chair meetings of the Management Board.
  4. The President of the Management Board shall be authorized 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 on request of 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 appointed 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, unless it has been attached as annex to the minutes,
    6. number of votes cast 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. individual opinions of Members of the Management Board.
  4. The Director appointed by the President of the Management Board shall be responsible for managing the Board and Board’s meeting, in particular 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 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. If 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

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