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BYLAWS OF THE MANAGEMENT BOARD OF IMPEL SA

 

 

I. General provisions

 

§ 1

The basis for the Management Board’s operations is:

1.     the Act of September 15, 2000 – Code of Commercial Companies with amendments,

2.     the Company’s Articles of Association,

3.     resolutions of the General Meeting of Shareholders,

4.     these Bylaws.

 

§ 2

1.     The Management Board manages the affairs of the Company and represents it.

2.     The Management Board is competent to undertake actions not reserved in the Code of Commercial Companies or the Articles of Association of the Company to the exclusive competence of the General Meeting of Shareholders or the Supervisory Board.

3.     Members of the Management Board represent the Company in court and out of court, and this right extends to all actions related to the operation of the Company, subject to point 2 of this paragraph.

 

§ 3

1.     The Management Board consists of three to seven members. The Supervisory Board determines the number of Management Board members and their positions.

2.     The Management Board’s operations are supervised by the President of the Management Board.

3.     The Management Board remains in office for three consecutive years. The mandate of the Management Board member expires the day the General Meeting is held to approve the report for the last full financial year of serving as the Management Board member.

4.     The Management Board’s President and its other members are appointed and dismissed by the Supervisory Board.

 

 

II. Rights and obligations of the Management Board

 

§ 4

1.     Each Member of the Management Board individually is authorized to make declarations of will regarding property and non-property rights and obligations of the Company; however, two Management Board Members jointly are authorized to incur financial liabilities relating to funds obtained as a result of a public issue of the Company’s shares.

2.     The Management Board Member bears full compensation and disciplinary liability towards the Company for violation of the provisions specified in point 1 of this paragraph.

3.     Statements addressed to the Company may be made to one Member of the Management Board or a proxy.

 

§ 5

The terms used in these Bylaws shall mean as follows:

1.     “Company” – Impel SA with its registered office in Wrocław;

2.     “subsidiary” – a commercial company being a subsidiary within the meaning of the Act of September 29, 1994 on accounting (consolidated text – Journal of Laws of 2002, No 76, item 694, as amended);

3.     “direct subsidiary” – a subsidiary with Impel SA capital share;

4.     “product area” – a part of the Company’s or subsidiaries’ enterprise separated in the management accounting system, performing specific services, for which financial plan and management financial statements (settlement of results) are prepared;

5.     “Impel Group” – Impel SA and its subsidiaries;

6.     “Shared Service Centre” – a specialized internal supplier from the Impel Group responsible for the execution and the handling of specific operational tasks (such as accounting, human resources, payroll, IT, real estate maintenance, security) on behalf of the Impel Group companies to external entities.


 

§ 6

Matters within the competence of the Management Board as set forth in the Articles of Association and the Code of Commercial Companies and those arising from these Bylaws, most notably the following matters, require the Management Board’s resolution:

1.     approving the Impel Group’s strategy and major objectives and supervising their fulfilment;

2.     approving the strategies and major objectives of the product areas and companies not included in the product areas;

3.     approving the Company’s and the Impel Group’s organizational structure;

4.     drafting the Bylaws of the Management Board of the Company and the Corporate Regulations;

5.     adopting the consolidated financial plan of the Impel Group covering the financial plans of the Impel Group’s organizational units;

6.     managing funds obtained as a result of a public share issue of the Company;

7.     incurring liabilities by the Company or disposing of rights with a gross value of over PLN 500,000;

8.     launching projects by the Company, the total gross value of which may exceed PLN 500,000;

9.     concluding contracts for the provision of services by the Company with a net monthly value of over PLN 500,000;

10.  undertaking business ventures of the Company or subsidiaries in new business areas, approving related financial plans;

11.  making decisions on closing business ventures of the Company or subsidiaries in current areas of business activity;

12.  setting up investment projects of the Company or subsidiaries with a value of over PLN 500,000 and approving the related financial plans;

13.  granting by the Company or its subsidiaries loans and all types of sureties or collateral to other entities with the exception of:

a)    loans and sureties up to PLN 500,000;

b)    loans and sureties above PLN 500,000 to a subsidiary if such a surety or loan were included in the consolidated financial plan of the Impel Group approved by the Management Board,

c)     loans from the Company Social Benefits Fund and the Company Fund for Rehabilitation of the Disabled;

14.  establishing new companies, buying or selling shares/stocks of companies, including transferring equity interests in partnerships (all rights and obligations of a partner in a partnership), redemption of capital, division, merger or transformation by the Company or a subsidiary;

15.  giving consent to the sale or lease of an enterprise of the direct subsidiary or its organized part and establishing a limited property right thereon;

16.  convening the ordinary and extraordinary General Meeting of the Company's Shareholders;

17.  accepting the financial statements of the Company and the consolidated financial statements of the Impel Group;

18.  planning the distribution of profit or the method of covering the loss of the Company;

19.  other matters presented by the Management Board at the General Meeting of Shareholders of the Company;

20.  granting authorization to supervise subsidiaries;

21.  approving the report of the management board, balance sheet and profit and loss report for the financial year of direct subsidiaries and taking a stand on the said matters with regards to other subsidiaries;

22.  approving the distribution of profit or the method of covering the loss in direct subsidiaries and taking a stand on these matters with regards to other subsidiaries;

23.  granting a vote of acceptance to members of management boards of supervised subsidiaries for the discharge of their duties;

24.  creating supplementary capital, reserve and special purpose funds in the Company and in subsidiaries;

25.  applying to the Company’s Supervisory Board for the sale or purchase of real estate or share in real estate;

26.  giving consent to the purchase or sale of real estate by the subsidiary;

27.  taking a stand on the change of the articles of association/statute of the subsidiary;

28.  introducing competency restrictions for management boards of direct subsidiaries;

29.  giving consent to the Company making a donation;

30.  each matter in which at least one Member of the Management Board will request a resolution to be adopted.

 

III. Rights and obligations of the Management Board Members

 

§ 7

1.     Subject to § 6, individual Members of the Management Board are entitled and obliged to act independently on matters described herein. The Management Board Members shall be liable to the Company and to the third parties for matters entrusted to them, unless otherwise provided by mandatory provisions of law.

2.     Each Member of the Management Board is responsible for the organizational and economic optimization of entrusted matters, in particular for maximizing the ROIC.

3.     Each Member of the Management Board manages one of the six Departments and is responsible for their cooperation.

4.     Each Member of the Management Board ensures compliance of actions taken in the managed area with legal regulations, including the Impel Group’s internal regulations, in order to prevent loss or reputation damage.

5.     Each Member of the Management Board is responsible for risk management in his/her Department.

6.     President of the Management Board – CEO of the Impel Group serving as Managing Director of the Development Department:

a)    coordinates and organizes the work of the Management Board – Managing Directors of the Departments;

b)    manages the strategy and major objectives of the Impel Group and supervises the strategies of the Departments and Business Areas;

c)     manages the Development Department, ensures development as well as products and processes improvement through innovation and new technologies; supervises product portfolios;

d)    supervises processes and projects aimed at increasing the effectiveness of the Impel Group’s operations by using available technologies and methods of work management;

e)    manages M&A transactions and the process of capital investment and disinvestment;

f)      issues and supervises the issue of the Impel Group’s internal regulations (including policies, procedures, ordinances, etc.);

g)    ensures cooperation between the Impel Group’s organizational units;

h)    supervises the work of Executive Directors of Business Areas;

i)      supervises remuneration and incentive systems applicable in the Impel Group;

j)      supervises information security in the Impel Group.

7.     Vice-President of the Management Board serving as Managing Director of the Impel Group’s Operational Department:

a)    manages the Department with regard to: (i) regulation, (ii) strategy and planning, (iii) supervision of performance;

b)    establishes the structure and fills managerial posts within the Department;

c)     sets and supervises the achievement of substantive and financial objectives of the Department, including KPI (revenue, margin, return on working capital, ROIC, productivity);

d)    establishes the “Models of Service Delivery”, the rules as well as legal and business standards of using such Models (direct performance, subcontracting, consortia, recommendations, know-how – franchise);

e)    establishes and supervises: (i) standards of the provision of services, (ii) rules of contracting services, (iii) compliance with the standards and scope of contracts, performance and quality standards;

f)      supervises the quality and efficiency of service delivery: (i) directly (Product Groups, Territorial Structures ), (ii) indirectly (Subcontractors);

g)    supervises the provision of services to the Impel Group companies by relevant Product Groups;

h)    establishes and supervises legal and business rules of cooperation with subcontractors, standards of subcontractors, terms of their selection, joint participation in consortia, standard contracts with subcontractors and price calculation standards;

i)      establishes and supervises contract awarding standards (including deduction going to the State Fund for Rehabilitation of the Disabled);

j)      establishes reporting standards and supervising their delivery and use in the Department;

k)     supervises proper cost allocation, including the scheduling and proper placement of employees;

l)      supports the creation and implementation of product, process and organizational innovations; ensures cooperation between field structures and the client in the field of innovation, including through vested outsourcing;

m)   ensures computerization and automation of service delivery, including IT applications;

n)    participates in development and implementation of payroll and incentive systems;

o)    supports new sales, additional sales and tied sales.

8.     Vice President of the Management Board serving as Managing Director of the Finance Department:

a)    manages the Department with regard to: (i) regulation, (ii) strategy and planning, (iii) supervision of the Department, (iv) business support;

b)    establishes the structure and fills managerial posts within the Department;

c)     sets and supervises the fulfilment of substantive and financial objectives of the Department, including KPI (financial results within the meaning of IFRS and tax results of the Group companies, margin profitability);

d)    manages the costs of the Financial Department; plans and supervises the implementation of the Department's budget as well as the fulfilment of objectives of managers and teams performing reporting and financial functions;

e)    develops and implements economic and financial policies that provide the Impel Group companies with financial liquidity and development capacity;

f)      manages financial services and debt collection;

g)    supervises the accounting of business events records in terms of the correctness of cost allocation, reliability and compliance with legal regulations;

h)    provides legal services and corporate governance to the Impel Group companies;

i)      supervises financial reporting, including consolidated financial statements, and cooperates with an auditor;

j)      supervises the correctness of settlements with the state budget in respect of taxes and other public and legal burdens (excluding employment-related obligations);

k)     supervises transaction prices between the Impel Group companies in terms of their compliance with the law;

l)      is responsible for fulfilling information obligations of a public company, supervises relations with investors (shareholders), the Warsaw Stock Exchange, the Polish Financial Supervision Authority and other participants of the public market;

m)   supervises actions taken by the Impel Group in the area of PR and internal communication;

n)    supervises the process of obtaining and accounting for public aid, excluding the fulfilment of conditions for employing the disabled;

o)    supervises the implementation of capital restructuring programs within the Impel Group.

9.     Vice-President of the Management Board serving as the Managing Director of the Controlling and Administrative Department:

a)    manages the Department with regard to: (i) regulation, (ii) strategy and planning, (iii) supervision of the Division, (iv) business support;

b)    establishes the structure and fills managerial posts within the Department;

c)     sets and supervises the fulfilment of substantive and financial objectives of the Department, including KPI (effectiveness of cost policy, effectiveness of settlement and controlling models);

d)    manages the costs of the Administrative Department; plans and supervises the budget implementation as well as the fulfilment of objectives of managers and teams performing controlling and administrative functions;

e)    develops and implements management accounting policies providing the Impel Group companies with ongoing analysis of results, short- and long-term trends, risks related to the fulfilment of budgetary objectives and recommendations for necessary corrective actions;

f)      manages administrative services such as invoicing, shopping, logistics;

g)    supervises the accounting of business events records kept by the Impel Group companies in terms of the correctness of cost allocation, in accordance with the Corporate Policy and approved internal rules of management accounting;

h)    manages the controlling and sets standards for data collection, verification and reporting; establishes, improves and supervises the provision of management information to the management team of the Impel Group and ensures its optimal use;

i)      formulates policies and standards for settlements and reporting for all companies and organizational structures of the Impel Group;

j)      supervises the implementation of cost restructuring programs in the Impel Group.

10.  Vice-President of the Management Board serving as the Managing Director of the Employee Department:

a)    manages the Department with regard to: (i) regulation, (ii) strategy and planning, (iii) supervision of the Department, (iv) business support;

b)    establishes the structure and fills managerial posts within the Department;

c)     sets and supervises the achievement of substantive and financial objectives of the Department, including KPI (productivity, fluctuation, etc.);

d)    manages the costs of the Employee Department; plans and supervises implementation of the Department's budget as well as the fulfilment of objectives of managers and teams performing the Department’s tasks;

e)    manages the recruitment, payroll and HR processes, employee periodic evaluation systems, employee competence development, career paths and succession programs;

f)      manages remuneration, payroll and incentive systems in the Impel Group;

g)    approves payroll and incentive systems in consultation with the Managing Directors of the Impel Group Departments and Executive Directors of Business Area;

h)    supervises quality management processes and systems;

i)      manages internal audit;

j)      acts as an employer within the meaning of the Labour Code and is responsible for and supervises the performance of this function in the Impel Group companies;

k)     supervises the fulfilment of conditions for employment of the disabled, necessary to obtain public aid in the Impel Group companies;

l)      supervises the occupational health and safety personnel in the Impel Group;

m)   supervises the handling of public and legal liabilities (pursuant to the PIT Act and Social Security Act) and the scheduling process;

n)    provides support for inspections carried out by the Social Insurance Institution and the National Labour Inspectorate.

11.  Vice-President of the Management Board serving as the Managing Director of the Commercial Department:

a)    manages the Department with regard to: (i) regulation, (ii) strategy and planning, (iii) supervision of performance;

b)    establishes the structure and fills managerial posts within the Department;

c)     sets and supervises the fulfilment of substantial and sales objectives of the Department, including KPI (revenues, margins, WEH, return on working capital, new sales ROIC, etc.), product range and channels, sales methods, market segmentation;

d)    sells services based on product and process innovations; defines, in cooperation with the client, the most desirable directions of product changes, provides customer service and delivers information about technologies and methods of work organization, especially based on IT applications;

e)    ensures cooperation between Product Groups, in particular through tied or integrated sales, which increases commercial efficiency of the Impel Group;

f)      manages the budget of the Commercial Department, including the budget of sales teams in the Impel Group’s individual structures; supervises the budget implementation and the fulfilment of sales objectives of individual teams;

g)    participates in the development and implementation of payroll and incentive systems for the Department;

h)    sets and supervises the standards of sales processes, optimizes current technologies and methods of work organization, manages knowledge in this field;

i)      sets and supervises standards of sales for the benefit of the State Fund for the Rehabilitation of the Disabled;

j)      establishes reporting standards and ensures they are applied in the Department;

k)     manages relations with potential and current clients of the Impel Group, with particular emphasis on Key Clients;

l)      provides marketing support to the Sales Department and Product Groups; deals with publicity, advertising, and communication in the sales area;

m)   conducts market research and analyses and makes sure that the outcome is spread and used;

n)    manages commercial brands of the Impel Group companies and products.

12.  The Management Board may appoint the Board’s proxies to act in specific matters.

13.  If a person responsible for a given Department is not appointed to the Management Board, the President of the Board may entrust the management (in whole or in part) of such a Department to other Member of the Management Board, including himself/herself until the Management Board Member responsible for the Department is finally appointed.

 

 

IV. The Management Board’s operating mode

 

§ 8

1.     Members of the Management Board are authorized and obliged to manage the affairs of the Company and to represent it.

2.     The Company’s affairs are managed through resolutions adopted at the meetings of the Management Board.

3.     Meetings of the Management Board are held by the President of the Management Board or an appointed Member thereof.

4.     The President of the Management Board is entitled to determine the Management Board’s operating mode in the form of guidelines that apply to all Members of the Management Board.

5.     Meetings of the Management Board are held at least twice a month.

6.     The President of the Management Board, on his/her own initiative or at the request of another Member of the Board, may convene a meeting to consider urgent matters. Member of the Management Board requesting such a meeting should, together with the request, submit a draft agenda.

 

§ 9

1.     At least half of the Board Members is required for the Management Board’s resolutions to be valid, but it is necessary to notify all Management Board Members about the planned meeting in advance.

2.     Resolutions are adopted by an absolute majority of votes; in the event of a tie, the President will have the deciding vote.

3.     Member of the Management Board may attend the meeting and vote through means of direct remote communication. Casting a vote using direct remote communication means should be confirmed by a person casting such a vote by signing minutes of the meeting of the Board and the related resolution within 7 days from the date of voting.

4.     Member of the Management Board is obliged to monitor how the Management Board’s resolutions are implemented and make comments through official channels.

 

§ 10

If the President of the Management Board is unable to perform his/her duties, Member of the Management Board appointed by the President of the Management Board shall substitute for him/her.

 

§ 11

1.     Meetings of the Management Board are recorded in the form of minutes.

2.     The minutes shall be signed by all Members of the Management Board present at the meeting and a secretary.

3.     The minutes of the meeting of the Management Board should include:

a)    sequence number, date and place of the meeting,

b)    attendance list of those present at the meeting,

c)     agenda,

d)    concise summary of the case to be discussed and statements made to the minutes,

e)    statement of adoption of a resolution and its full text if it is not attached to the minutes as an attachment,

f)      number of votes cast with regard to individual resolutions,

g)    deadlines and instructions on how particular resolutions are to be implemented and an indication of the Management Board Members responsible for their implementation,

h)    separate opinions of Members of the Management Board.

4.     The Director appointed by the President of the Management Board is responsible for handling the Management Board and Management Board meetings, including taking minutes of the meeting and keeping register of the minutes and the adopted resolutions.

 

 

V. Final provisions

 

§ 12

1.     In disputes between the Company and Members of the Management Board, the Company is represented by the Supervisory Board or attorneys appointed by a resolution of the General Meeting of Shareholders.

2.     Member of the Management Board may not, without the permission of the Supervisory Board, become involved in competitive business or participate in a competitive company as a partner in a civil law partnership, partnership or as a member of a governing body of a capital company, or participate in another competitive legal entity as a member of its body. The above provision also applies to the participation in a competitive capital company if the Management Board Member holds at least 10% of shares or stocks or has the right to appoint at least one member of the management board.

3.     Should Member of the Management Board be dismissed, he/she is obliged to hand his/her matters over to another Member of the Management Board indicated by the President of the Board, unless the Supervisory Board decides otherwise.

 

§ 13

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