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Declaration of Observance of Corporate Governance Rules in Impel S.A.
 in 2009

 

  1. Corporate Governance Rules Applicable to Impel SA and Places Where the Said Rules are Available to the Public

 

Impel SA adopted the corporate governance rules, published in the document entitled “The Code of Best Practice for WSE Listed Companies”, whose unabbreviated text can be found at www.corp-gov.gpw.pl.

 

  1. Non-observance of Some Corporate Governance Rules

 

On January 3rd 2008 Impel SA informed in Current Report No 1/2008 that it applied the majority of corporate governance rules gathered in the document entitled “The Code of Best Practice for WSE Listed Companies” (DPSN). At the beginning of 2009 Impel SA did not apply the following rules:

 

1.   Rules II.3. and III.9 “The Management Board, before concluding a significant agreement with a related entity shall require approval of the transaction/agreement from the Supervisory Board (…).” “Conclusion of a significant agreement between a company and its related entity, which meets the conditions referred to in section II.3, shall require approval of the Supervisory Board.”

Due to the scale of business and organisational links among the Impel Group companies, implementation of this rule would considerable hinder daily operations. The Issuer gives great attention to ensure that the transactions made between the Company and its related entities are concluded at arm’s length. In addition, Impel SA reports on all transactions with its related entities, and stores their documentation in compliance with the provisions of Art. 9a of the Corporate Income Tax Act (Dz.U. of 2000 No. 54 item 654 as amended).

 

2.   Rule II.4 “A member of the Management Board should notify the Management Board about any conflict of interest or its possible occurrence, and refrain from comments/voting (…)."

Due to the make-up of the Issuer’s Management Board and the voting procedure (resolutions of the Management Board are passed by absolute majority of votes), the implementation of this rule at Impel SA could in specific cases result in the Management Board’s failure to make a decision. The Issuer considers introducing amendments both to its Articles of Association and the Rules of Procedure for the Management Board, which would allow adoption of the rule. The Issuer gives great attention to ensure that the transactions made between the Company and its related entities, especially those which might be affected by a conflict of interest, are concluded at arm’s length. In addition, Impel SA reports on all transactions with its related entities, and stores their documentation in compliance with the provisions of Art. 9a of the Corporate Income Tax Act (Dz.U. of 2000 No. 54 item 654 as amended).

 

3.   Rule III.2 “A member of the Supervisory Board should provide the Management Board with  information on his or her relations with any shareholder holding not less than 5% of the total number of votes at the General Meeting (…).”

The Management Board of Impel SA has requested the information specified in this rule from Members of the Supervisory Board, which will subsequently be published on the Issuer’s website.

 

5. Rules III.7 and III.8 “An audit committee should function within the Supervisory Board, at the minimum (…).” “Attachment No. 1 to the Guidelines of the European Union dated February 15th 2005 on the Role of Non-executive Directors should be applied with respect to the assignments and operation of the committees acting within the Supervisory Board (…).”

The Supervisory Board of Impel SA does not have an audit committee in place. The Supervisory Board of Impel SA is composed of five members and it did not appoint an audit committee from among its members.

 

On March 20th 2009 the Management Board of Impel SA reported that it came into possession of statements from Members of the Company’s Supervisory Board, on their relations with Impel SA shareholders, and, as a result, Rule III. 2 of DPSN was applied by the Company. The statements from Members of the Company’s Supervisory Board are available on the Impel SA’s corporate website, in the Investor Relations section, in its part concerning the Company’s Governing Bodies.

 

Since the Act on Statutory Auditors of May 7th 2009 came into force on June 6th 2009 […] the Supervisory Board, during its meeting held on September 9th 2009, introduced an amendment to the Rules of Procedure for the Supervisory Board, which obliges the Supervisory Board to fulfil the obligations of an audit committee, stipulated in the Act on Statutory Auditors, or to appoint an audit committee if the number of the Supervisory Board members has exceed the statutory minimum. On February 15th 2010 the Extraordinary Shareholders Meeting of Impel SA approved the above amendment to the Rules of Procedure for the Supervisory Board.

 

With regard to the remaining rules, whose non-observance the Company reported, the activities aimed at ensuring their application have not been finalised yet.

 

All information regarding the application of the corporate governance rules binding upon the Company is available on the website of Impel SA, in the Investor Relations section – Corporate Governance.

 

  1. Description of the Basic Characteristics of the Internal Audit and Risk Management Systems Adopted in the Impel Group With Regard to the Drawing up Consolidated Financial Statements

 

The Corporate Management Board of the Impel Group is responsible for the internal audit system in the group and its effectiveness in the process of drawing up financial statements and periodical reports prepared and published pursuant to the provisions of the Regulation of the Council of Ministers of February 19th 2009 on current and periodical information provided by issuers of securities and conditions for recognising as equivalent information required under the law of a non-member state.

 

In the process of financial reporting the Company’s effective internal audit and risk management systems operate by way of:

- rules set down in the Impel Group’s internal procedures and the scope of reporting and accountability in respect of drawing up periodical reports and financial statements, including assurance of their quality and correctness, approval and publication;

- regular reviews of the Impel Group’s published financial statements by a registered auditor.

The accounting function, managed by the Financial Director – Vice President of the Management Board of Impel SA, is responsible for drawing up the financial statements and periodical reports.

 

Books of accounts of the Group’s respective undertakings are kept by the Accounting Centre operating within Impel Accounting sp. z o.o., which renders accounting and bookkeeping services for Impel SA and other Group’s undertakings. The books of accounts are kept in accordance with uniform rules and the Holding Chart of Accounts binding in the Group. As part of the Centre there operate respective accounting departments responsible for uniform transactions: GK1-asset accounting and employee-related settlements, GK2-purchase and sale accounting, and GK3-bank accounting and other. Such division ensures consistency of solutions applied in the Group. The rule of double checking of posted business transactions and the uniform accounting procedures used for posting of identical business transactions were also introduced.

 

For drawing up financial statements a uniform tool format is binding, applicable also for tax calculations (corporate income tax and VAT).

 

The structure of Impel Accounting sp. z o.o. includes a tax department which exercises supervision over the implementation of the Impel Group’s tax strategy and its adjustment to the Group’s current needs, carries out tax audits to verify the Group’s tax risks, supervises the observance of the policy regarding transfer prices in the Group and takes other actions resulting from the above strategy.

 

In the Impel Group strategies and long-term business plans are reviewed annually. The annual budget prepared for the following year is accepted by the Management Board of the Impel Group and presented to the Company’s Supervisory Board. In the course of the year the Management Board analyses current financial results comparing them against the accepted budget by means of management accounting applied in the Group.

 

Every calendar month, upon closing of the books, the middle and senior level management staff in the accounting function, supervised by the Financial Director – Vice President of the Management Board of Impel SA, analyse together the Company’s financial results against the budget assumptions.

Pursuant to the binding provisions of law the Company’s financial statements are subject to review or audit, respectively, conducted by an independent registered auditor. Reviews focus in particular on adequacy of financial data and the scope of necessary disclosures. The results of such review or audit are presented by the auditor to the Financial Director – Vice President of the Management Board of Impel SA.

 

Following a review or audit conducted by a registered auditor financial statements and periodical reports are submitted to the Management Board of Impel SA for approval.

 

Approval of periodical financial reporting for publication takes place after its acceptance by the Financial Director – Vice President of the Management Board of Impel SA.

 

  1. Shareholders of Impel SA Holding Directly or Indirectly Significant Blocks of Shares; Numbers of Shares Held by These Entities, Their Holding in the Share Capital, Votes Carried by Such Shares and Their Share in the Total Vote at the General Meeting

 

The shareholders holding at least 5% of the total vote at the GM of Impel SA as at December 31st 2009:

 

 

Shareholder

No. of shares

Holding in the share capital

No. of votes

Share in the total vote

Grzegorz Dzik

5.037.907

33,25%

7.887.907

39,14%

Józef Biegaj

3.800.555

25,08%

5.950.555

29,53%

Impel SA

3.000.000 1)

19,80%

3.000.000

14,89%

 

1) as a result of settlement of the transaction of Company’s shares buyback, for the purpose of retiring them, on February 3rd 2009, pursuant to Art. 364.2 of the Code of Commercial Companies, Impel SA may not exercise participation rights carried by its own shares, except for the rights to their disposal or performing activities intended to retain these rights.

 

  1. Holders of any Securities Carrying Special Controlling Powers with Respect to Impel SA and a Description Thereof

 

None of the holders of the securities issued by Impel SA has any special controlling entitlements towards the Company.

 

Each share of the Company confers the right to one vote, with the reservation that 5,000,000 shares of C series of Impel SA are registered preference shares, whereby each share confers the right to two votes at the General Shareholders Meeting of the Company. Furthermore, in the case where the General Shareholders Meeting determines an odd number of members of the Supervisory Board, 3, 4 or 5 members of the Supervisory Board (respectively, should the General Shareholders Meeting determine the number of Board Members as 5, 7 or 9) including Chairman, are appointed and dismissed by the shareholders who own registered preference shares Series C, whereas in the case where the General Shareholder Meeting determines an even number of members of the Supervisory Board, a half of the members of the Supervisory Board, including Chairman, are appointed and dismissed, by way of voting during the General Shareholders Meeting, by an absolute majority vote resulting from registered preference shares Series C, by the shareholders who own registered preference shares Series C. Other members of the Supervisory Board are appointed and dismissed by the General Shareholders Meeting.

 

As at the date of this report the preference shares represent 33.00% of the Company’s total share capital and 49.62% of the total number of votes at its General Shareholders Meeting. The abovementioned shares are held by Mr Grzegorz Dzik and Mr Józef Biegaj. The rules of their disposal are governed by the Articles of Association of Impel SA.

 

  1. Restrictions on Exercising the Voting Rights, Such As Restriction on Exercising the Voting Rights by Entities Holding a Specific Part or Number of Votes, Restrictions on Exercising the Voting Rights Within a Certain Timeframe or Provisions Pursuant to Which, with the Company’s Cooperation, the Capital Rights Related to Securities are Separated from the Ownership of Such Securities

 

There are no restrictions with regard to exercising the voting rights attached to the Impel SA’s shares.

 

In connection with the buyback of own shares for the purpose of redeeming them, ended on February 3rd 2009, as at the date of this report the Company holds 3,000,000 treasury shares, whose voting rights are not exercised, pursuant to Art. 364.2 of the Code of Commercial Companies.

 

  1. Restrictions Concerning the Transfer of Ownership Rights to Impel SA Securities

 

As at December 31st 2009 and as at the date of this report the share capital of Impel SA was divided into 15,151,462 shares with a par value of PLN 5.00 each, of which 5,000,000 Series C Shares are registered preference shares, whereby each share confers the right to two votes at a General Shareholders Meeting of the Company.

 

Disposal of the Series C registered preference shares is restricted. The rules for their disposal are set out in the Articles of Association of Impel SA. Pursuant to their provisions the shareholder of preference shares is obliged to notify the Management Board of the Company about intended disposal of the shares. The remaining holders of the preference shares have pre-emptive rights to acquire the abovementioned shares.

 

The shareholders can exercise their pre-emptive right by submitting to the Management Board a written statement of their intention to acquire the shares. Should several holders of the registered preference shares submit the statements, these shareholders are entitled to the pre-emptive right in proportion to the number of the Series C registered preference shares they already hold.

 

In case the abovementioned shares are not acquired by the eligible shareholders, after the procedure has been carried out, the Management Board shall be entitled to designate a person from among the remaining shareholders of the Company which will pay the established price for the shares. If a buyer is not designated or if the buyer designated by the Management Board does not pay the established share acquisition price, the shareholder may freely dispose of Series C registered preference shares.

 

  1. Rules Concerning Appointment and Dismissal of the Management Staff; Powers of the Management Staff, Specifically the Right to Decide on Issue or Purchase of Own Shares

 

Members of the Management Board of Impel SA are appointed and dismissed in accordance with the regulations of the Code of Commercial Companies and the provisions of the Company’s Articles of Association. The Management Board of Impel SA comprises three to seven members, including the President. The number of members of the Management Board and their positions are established by the Supervisory Board. The Management Board is appointed for three successive years. The Supervisory Board appoints and dismisses the President and the remaining members of the Management Board.

 

Resolutions of the Management Board are required for the issues referred to in the Code of Commercial Companies, the Company’s Articles of Association, and the Rules of Procedure for the Management Board of Impel SA, including: the determination of strategic targets, adoption of financial plans, incurring obligations or disposal of the rights whose gross value exceeds PLN 500,000, and making decisions on the commencement of activities in new business areas.

 

Individual members of the Management Board are authorized and required to act independently on matters concerning their field of activity, which were described in detail in the Rules of Procedure for the Management Board of Impel SA. In matters assigned to them, Members of the Management Board are accountable to the Company as well as third parties, unless stated otherwise by the strictly applicable rules of law.

 

In connection with adopting Resolution No. 3 of the Extraordinary Shareholders Meeting of April 6th 2009, the Company’s Management Board has been authorised, for the period of two years as of the date of coming into force of the above resolution, to decide on starting the process aiming at Company’s shares buyback, taking account of the necessity of ensuring the Company’s financial liquidity, and on determination of detailed conditions, timeframes and procedures for shares buyback, in accordance with the abovementioned resolution.

 

 

  1. Rules for Amending the Articles of Association of Impel SA

 

Amending of the Articles of Association of Impel SA, pursuant to Para. 27.1.5 of the Company’s Articles of Association, falls within the competence of the General Shareholders Meeting of Impel SA. Amendments to the Articles of Association may be adopted by the General Shareholders Meeting by three-quarters majority vote. If there are plans to amend the Articles of Association, in the announcement on convening the General Shareholders Meeting the existing provisions and the designed changes should be quoted. If justified by the considerable extent of amendments, the announcement should include a draft of the new consolidated Articles of Association with a specification of new or amended provisions.

 

In the resolution amending the Articles of Association, the General Shareholders Meeting may authorise the Supervisory Board to provide a consolidated text of the amended Articles of Association or to enter other editorial changes.

 

Amendments to the Articles of Association become effective upon their entry to the National Court Register. The obligation to report amendments to the Articles of Association rests with the Management Board, which has to fulfil this obligation within three months as of adopting the relevant resolution. If an amendment to the Articles of Association consists in increasing the share capital of a joint stock company it may be reported within six months as of adopting the relevant resolution, and if it includes consent to the introduction of a new issue of shares to public trading – as of the date of granting such consent, provided that an application for granting consent or notification of the issue were submitted within four months as of the date of adopting the resolution on increasing the share capital. The resolution on decreasing the share capital has to be entered to the National Court Register within six months as of the date of adopting it.

 

  1. Description of the General Shareholders Meeting’s Operation and Fundamental Powers, and Shareholders’ Rights and the Manner of Exercising Them, in Particular the Rules Based on the Rules of Procedure for the General Shareholders Meeting, if Such Rules Have Been Established, Unless the Relevant Information is Based Directly on the Provisions of Law

 

The General Shareholders Meeting of Impel SA operates pursuant to the provisions of the Code of Commercial Companies, the Company’s Articles of Association, and the Rules of Procedure for the General Shareholders Meeting of Impel SA.

 

The General Shareholders Meeting shall be convened by way of an announcement on the Company’s website and in the way specified for submitting current reports in accordance with the Public Offer of Financial Instruments Act (The Act on Public Offer and the Conditions for Introducing Financial Instruments to the Organised Trading System, and on Public Companies). The announcement shall be made 26 days before the date of the General Shareholders Meeting at the latest.

 

An Extraordinary Shareholders Meeting shall be convened by the Company's Management Board on its own initiative, or at a written request of the Supervisory Board, or of the Shareholder(s) representing one-twentieth of the Company's share capital. Convening of the Extraordinary Shareholders Meeting at a request of the Supervisory Board or of the Shareholders representing one-twentieth of the Company's share capital should occur within two weeks as of the date of submitting the request.           

 

The Supervisory Board may convene a General Shareholders Meeting, in the event the Management Board has not convened it within the timeframe set in the Articles of Association, and an Extraordinary Shareholders Meeting, if it finds convening such meeting advisable. The Shareholder(s) representing one-fifth of the Company’s share capital shall also have the right to convene a General Shareholders Meeting in the event the Management Board has not convened it within the timeframe set in the Articles of Association.

 

The Shareholders representing at least one half of the share capital or at least one half of the total vote in the Company may convene an Extraordinary Shareholders Meeting and appoint the Chairman of such meeting.

 

The Company’s Shareholder having bearer shares shall have the right to participate in the General Shareholders Meeting if sixteen days before the date of the General Shareholders Meeting (date of registration of participation in the general shareholders meeting) such person is the Company’s Shareholder, i.e. the Company’s shares are held on the person’s securities account, and not before the general shareholders meeting was announced and not later than on the first business day after the registration date, a request for issuing a named certificate entitling to participate in the General Shareholders Meeting is submitted by such person to the entity keeping the securities account on which the Company’s shares are held.

 

The Company’s Shareholder having registered shares shall have the right to participate in the General Shareholders Meeting if sixteen days before the date of the General Shareholders Meeting (date of registration of participation in the general shareholders meeting) such person is the Company’s Shareholder, i.e. the Company’s shares are held on the person’s securities account and not before the general shareholders meeting was announced and not later than on the last business day before the registration date, a request to issue a deposit certificate confirming the shareholding at the date of registration is submitted by such person to the entity keeping the securities account on which the Company’s shares are held, and the certificate is delivered to the Company seven days before the date of the General Shareholders Meeting at the latest.

 

Members of the Management Board and Supervisory Board or other persons have the right to participate in the General Shareholders Meeting, if their presence results from the provisions of law. Furthermore, the Management Board may invite guests and experts, in the capacity of observers.


The Shareholder(s) representing at least one-twentieth of the share capital shall have the right to request putting specific issues on the agenda for the General Shareholders Meeting. Such request should be submitted to the Company’s Management Board not later than 21 days before the date of the General Shareholders Meeting. The request should be accompanied by the relevant justification or a draft resolution regarding the proposed item on the agenda.

 

The General Shareholders Meeting may only adopt resolutions concerning matters put on the agenda, unless the total share capital is represented at the Meeting and none of those present objected to the adoption of a given resolution.

 

Before the date of the General Shareholders Meeting the Shareholder(s) representing at least one-twentieth of the share capital may submit to the company, in writing or making use of the means of electronic communication, draft resolutions regarding the issues put on the agenda for the General Shareholders Meeting or the issues that will be added to the agenda. The Company will immediately make the draft resolutions available on its website. 

 

During the session of the General Shareholders Meeting each of its Participants shall have a right to submit draft resolutions regarding the issues put on the agenda and propose changes and addenda to draft resolutions covered by the agenda for the General Shareholders Meeting – by the time of closing discussion on the item on the agenda including the draft resolution to which such proposal applies. Proposals accompanied by a brief justification should be submitted to the Chairman in writing, separately for each draft resolution, and specifying the name of the person putting forward the proposal.

 

Resolutions shall be adopted by an absolute majority of the votes cast, unless the Articles of Association or the absolutely binding legal regulations provide for more strict criteria for the adoption of a given resolution. The resolutions adopted at the General Shareholders Meeting shall be valid if the attending shareholders represent no less than 30% of the share capital. Voting shall be open except for circumstances stipulated in Art. 420 of the Polish Code of Commercial Companies, i.e. during elections and when voting over motions regarding dismissal of members of the Company‘s bodies or liquidators, over motions regarding holding members of the Company’s bodies or liquidators liable as well as when voting over personnel issues, and at a request of even one of the shareholders, present or represented at the General Meeting of Shareholders. Resolutions regarding a material change in the scope of the Company’s business are always adopted by open voting by roll call.

 

Participants of the General Shareholders Meeting have a right to object to the Chairman’s decision regarding disciplinary issues. In the case of objection the General Shareholders Meeting resolves to sustain or revoke the Chairman’s decision.

 

At each item on the agenda and with regard to each disciplinary issue a participant of the General Shareholders Meeting has a right to one address and one reply. The Chairman may limit the time of address to 5 minutes and the time of reply to 3 minutes.

 

In 2009 there were two sessions of the General Shareholders Meeting of Impel SA, on April 6th and on June 29th, held at the Company’s registered office. The Extraordinary Shareholders Meeting which took place on April 6th was convened on a Shareholders’ request, submitted on February 10th 2009. The General Shareholders Meeting, which took place on June 29th 2009, was convened by the Company’s Management Board on its own initiative. The sessions of the General Shareholders Meetings were not cancelled or interrupted. The Members of the Company’s Management Board and Supervisory Board were present at the sessions.

 

All resolutions passed by the General Shareholders Meeting of Impel SA in 2009 are available on the Company’s website.

 

  1. Changes in the Make-up of the Management and Supervisory Staff of the Issuer During the Last Financial Year; Description of the Operation of Impel SA’s Management and Supervisory Bodies

 

Supervisory Board

 

During the reporting period, Impel SA’s operations were supervised by the Supervisory Board, which as at January 1st 2009 was composed of:

 

 

Function in the Supervisory Board

Name

Chairman of the Supervisory Board

Krzysztof Obłój

Deputy Chairman of the Supervisory Board

Andrzej Malinowski

Members of the Supervisory Board  

Piotr Urbańczyk

Piotr Pawłowski

Secretary of the Supervisory Board

Mariusz Matlakiewicz

 

 

On June 29th 2009, as the 7th term of office of the Supervisory Board elapsed, the General Shareholders Meeting, acting pursuant to Art. 385.1 of the Code of Commercial Companies and Para.16.2.1.b) of the Company’s Articles of Association, appointed the following persons Members of the Supervisory Board, for the 8th three-year term of office:

1.  Mr Piotr Urbańczyk,

2.  Mr Piotr Pawłowski.

 

The holders of Series C preference shares, present during the General Shareholders Meeting on June 29th 2009, acting pursuant to Art. 385.1 of the Code of Commercial Companies and Para. 16.2.1.a) of the Company’s Articles of Association, appointed the following persons for the 8th three-year term of office:

1. Mr Krzysztof Obłój, Chairman of the Supervisory Board,

2. Mr Andrzej Malinowski, Member of the Supervisory Board,

3. Mr Jakub Dzik, Member of the Supervisory Board.

 

During its meeting on September 9th 2009 the Supervisory Board appointed Mr Andrzej Malinowski Deputy Chairman of the Supervisory Board and Mr Jakub Dzik Secretary of the Supervisory Board.

 

As at December 31st 2009 and as at the date of drawing up this report the composition of the Supervisory Board was as follows:

 

 

 

 

Function in the Supervisory Board

Name

Chairman of the Supervisory Board

Krzysztof Obłój

Deputy Chairman of the Supervisory Board

Andrzej Malinowski

Members of the Supervisory Board

Piotr Urbańczyk

Piotr Pawłowski

Secretary  of the Supervisory Board

Jakub Dzik

 

 

The Supervisory Board of Impel SA operates pursuant to the provisions of the Polish Code of Commercial Companies, the Company’s Articles of Association, and the Rules of Procedure for the Supervisory Board of Impel SA. Pursuant to the Articles of Association the Supervisory Board consists of at least five and not more than nine members, including Chairman, Deputy Chairman, and Secretary. The number of members of the Supervisory Board is determined by the General Shareholders Meeting. Members of the Supervisory Board are appointed and dismissed in the following manner:

1. in the case where the General Shareholders Meeting determines an odd number of members of the Supervisory Board:           

  1. 3, 4 or 5 members of the Supervisory Board, respectively, should the General Shareholders Meeting determine the number of Board Members as 5, 7 or 9, including Chairman, are appointed and dismissed, by way of voting during the General Shareholders Meeting, by an absolute majority vote resulting from registered preference shares Series C, by the shareholders who own registered preference shares Series C,    
  2. other members of the Supervisory Board, in the number determined by the General Shareholders Meeting, are appointed and dismissed by the General Shareholders Meeting.          

2. in the case where the General Shareholder Meeting determines an even number of members of the Supervisory Board:

  1. half of the members of the Supervisory Board, including Chairman, are appointed and dismissed, by way of voting during the General Shareholders Meeting, by an absolute majority vote resulting from registered preference shares Series C, by the shareholders who own registered preference shares Series C,
  2. other members of the Supervisory Board, in the number determined by the General Shareholders Meeting, are appointed and dismissed by the General Shareholders Meeting.

 

The Supervisory Board exercises permanent supervision over the Company’s operations in all their areas.

 

Members of the Supervisory Board are appointed for the common term lasting three subsequent years. The mandate of a Supervisory Board Member, appointed before the end of a given term of the Supervisory Board expires upon expiry of mandates of the other Members of the Supervisory Board.

 

The Supervisory Board adopts resolutions if at least a half of its members are present at the meeting and all members have been invited. Resolutions of the Supervisory Board are passed by an absolute majority vote. In the case of a deadlock, the Chairman of the Supervisory Board has the casting vote.

 

Voting is open, except for voting on appointment, dismissal or suspension of a Member of the Management Board. 

 

The Supervisory Board holds its meetings as required, however, at least once a quarter.

 

The Rules of Procedure for the Supervisory Board of Impel SA do not provide for the functioning of an a remuneration committee. The Supervisory Board is obliged to appoint an audit committee if it is composed of more than five members, otherwise the whole Supervisory Board has to fulfil the tasks of such committee. 

 

The scope of operation of the Supervisory Board of Impel SA in 2009

 

The Company’s Supervisory Board operated pursuant to the provisions of the Code of Commercial Companies, the Articles of Association, the Rules of Procedure for the Supervisory Board of Impel SA and in compliance with the rules of “The Code of Best Practice for WSE Listed Companies”, except for the rules referred to in item IX.2.

 

The meetings of the Supervisory Board took place on a regular basis, and the selected members of the Management Board participated in them. In 2009 the Supervisory Board held 6 meetings. The Management Board provided the Supervisory Board with sufficient information about all important issues regarding the Company’s operations. At the Supervisory Board’s meetings resolutions were adopted regarding the issues put on the agenda sent to Members of the Supervisory Board in the notification of the meeting.

 

The Supervisory Board focused on the issues of crucial importance for the operation of Impel SA.

 

Having got acquainted with the financial statements of Impel SA and the Impel Group the Supervisory Board expressed its favourable opinion on them, and adopted, by way of resolutions, a brief assessment of the Company’s situation, including internal audit and risk management systems, and an assessment of the Supervisory Board’s operation for the year 2008. The Supervisory Board stated that the Impel Group achieved good financial results and consistently improved its operation, and expressed hope for further improvement in the Impel Group’s functioning owing to the implementation of the Integrated IT System. Members of the Supervisory Board expressed their favourable opinion also on a draft resolution regarding the distribution of the profit for 2008.

 

Remunerations for the Supervisory Board Members did not represent a material cost item in the Company’s operations, and they did not affect significantly its financial results. The total amount of all remunerations, and individual amounts for each Member of the Supervisory Board were disclosed in the annual report of Impel SA.

 

Management Board

 

As at January 1st 2009 the composition of the Management Board of Impel SA was as follows:

 

 

 

Function in the Management Board

Name

President of the Management Board

Grzegorz Dzik

Members of the Management Board

Józef Biegaj

Wojciech Rembikowski

 

 

During its meeting held on June 29th 2009 the Supervisory Board appointed Ms. Danuta Czajka Member of the Management Board of Impel SA with effect as of July 1st 2009.

 

As at December 31st 2009 and at the date of drawing up this report the composition of the Management Board of Impel SA was as follows:

 

 

 

Function in the Management Board

Name

President of the Management Board

Grzegorz Dzik

Members of the Management Board

Józef Biegaj

Wojciech Rembikowski

Danuta Czajka

 

 

The Management Board of Impel SA operates pursuant to the provisions of the Code of Commercial Companies, the Company’s Articles of Association, and the Rules of Procedure for the Management Board of Impel SA. In accordance with the Articles of Association the Management Board is composed of three to seven members. The number of the Management Board Members and their positions are determined by the Supervisory Board. The term of office of the Management Board lasts for three subsequent years.

 

The Management Board powers include managing all Company’s activities except for the issues which, pursuant to the provisions of the Code of Commercial Companies or the Company’s Articles of Association, fall within the exclusive competence of the General Shareholders Meeting or the Supervisory Board. Individual Members of the Management Board manage respective areas of the Company’s business entrusted to them, and their work is coordinated by the President of the Management Board.

 
 

Resolutions of the Management Board are passed by a simple majority vote. Each Member of the Management Board is individually authorised to make declarations on behalf of the Company.

 

 

Scope of operation of the Management Board of Impel SA in 2009

 

The Company’s Management Board operated pursuant to the provisions of the Code of Commercial Companies, the Articles of Association, and the Rules of Procedure for the Management Board of Impel SA, and in compliance with the rules of “The Code of Best Practice for WSE Listed Companies”, except for the rules referred to in item IX.2.

 

When taking decisions on issues regarding the Company the Members of the Management Board acted within the limits of justified economic risk, i.e. having considered all information, analyses, and opinions which in the Management Board’s reasonable judgement should have been taken into account in a given case with respect to the Company’s interest. Upon determination of the Company’s interest they took into account the interests, justified in a long-tem perspective, of its shareholders, creditors, employees, and other entities and persons cooperating with the Company in the scope of its business operations as well as the interest of local communities.

 

The Management Board acted with extreme care to have transactions with shareholders and other persons whose interests affected the Company’s interest concluded at arm’s length.

 

Remunerations for Members of the Management Board were determined on the basis of transparent procedures and rules, taking into consideration their motivational nature and assurance of effective and smooth management of the Company. Remunerations met the criteria for the scope of accountability resulting from the fulfilled function, remaining in a reasonable relation to the level of remuneration of management board members in similar companies on a comparable market. The total amount of all remunerations as well as individual amounts of remuneration of each Member of the Management Board were disclosed in the Company’s annual report.