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Statement of Compliance with Corporate Governance Rules - 2014

 

The statement meets the requirements set in Para. 91.1.1 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information published by issuers of securities and conditions for recognising as equivalent the information required under the law of a non-member state (Dz.U. /Journal of Laws/ No. 33, item 259, as amended). The submission of this statement fulfils also the requirements of the provision of Para. 29.5 of the Rules for Giełda Papierów Wartościowych w Warszawie S.A.

 

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

 

In 2014, Impel S.A. was obliged to observe the corporate governance rules, published in the document entitled “The Code of Best Practice for WSE Listed Companies”, with effect from 1 January 2013. The text of the above document is available on the official website of Giełda Papierów Wartościowych w Warszawie S.A.: www.corp-gov.gpw.pl., devoted to the topic of corporate governance of listed companies.

 

  1. Non-observance of Some Corporate Governance Rules.

 

In 2014 the Company complied with the majority of corporate governance principles included in "Best Practices for WSE Listed Companies", except for those presented below:

 

Rule II.1.9a “A company should operate a corporate website and publish on it, in addition to information required by legal regulations:

9a) a record of the General Meeting in audio or video format”.

The Company does not record the sessions of the General Meeting of Impel S.A. in an audio or video format. The Company publishes the content of the adopted resolutions in the form of current reports and places the relevant information on its website (www.impel.pl, “General Meeting” tab), and thus it ensures shareholders access to all important information and issues discussed during the General Meeting.

 

Rule II.1.14 “A company should operate a corporate website and publish on it, in addition to information required by legal regulations:

14) information about the content of the company’s internal rule of changing the company authorised to audit financial statements or information about the absence of such rule”.

At present, the Issuer does not have on its website any information about the rule binding in the Company (or its lack) regarding a change of an entity qualified for auditing financial statements.

 

Rules II.3. and III.9 “Before a company executes a significant agreement with a related entity, its Management Board shall request the approval of the transaction/agreement by the Supervisory Board. This condition does not apply to typical transactions made on market terms (…).” “Execution by the company of an agreement/transaction with a related entity which meets the conditions of section II.3 requires the approval of the Supervisory Board”.

Due to the scale of business and organisational links among the Impel Group companies, the implementation of this rule would considerably 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 S.A. 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).


Rule IV.10 “A company should enable its shareholders to participate in a General Meeting using electronic communication means through:

1) real-life broadcast of General Meetings;

2) real-time bilateral communication where shareholders may take the floor during a General Meeting from a location other than the General Meeting.”

The Articles of Association and the Rules for the General Meeting of Impel S.A. do not provide for the possibility of participating in a General Meeting by making use of the means of electronic communication. Furthermore, the Issuer does not have the infrastructure making it possible to exercise the voting right using the means of electronic communication that would guarantee the technical and legal security of the organisation of a General Meeting. In the opinion of the Company’s Management Board the course of General Meetings held so far does not indicate any need for real-time broadcasts of such Meetings.

 

All information regarding the application of the corporate governance rules binding upon the Company, including the communications published in the EBI system, is available on the website of Impel S.A., in the Investor Relations section – Good Practices.

 

  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 of 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 periodic reports prepared and published pursuant to the provisions of the Regulation of the Council of Ministers of 19 February 2010 on current and periodic information provided by issuers of securities and conditions for recognising as equivalent the information required under the law of a non-member state. The reporting is based on the International Accounting Standards (IAS).

 

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

  • rules and scope of reporting, accountability in respect of the drawing up of periodic reports and financial statements, including the assurance of their quality and correctness, approval and publication, set down in the Impel Group’s internal procedures
  • regular reviews of the Impel Group’s published financial statements by a statutory auditor.

 

The majority of the books of accounts of the Group undertakings are kept in the financial and bookkeeping module of the SAP system. Access to the system is restricted by means of the relevant permissions for authorised employees, granted exclusively for the extent of their duties. The above permissions are subject to regular audits.

The accounting function, managed by the Financial Director – Vice President of the Management Board of Impel S.A., is responsible for drawing up the financial statements and periodic reports. Books of accounts of the Group’s respective undertakings are kept, in their majority, by the Accounting Centre operating within Impel Business Solutions  sp. z o.o., which renders accounting and bookkeeping services for Impel S.A. and the Group’s other undertakings. The books of accounts are kept in accordance with uniform rules, in compliance with the accounting policy adopted in the Group. As part of the Centre there operate respective accounting departments responsible for making settlements for the companies belonging to respective Business Units. Depending on the type and value of transactions, the rule of double checking the posted business transactions and the uniform accounting procedures used for the posting of identical business transactions were also introduced.

 

Reporting packages are verified by the Consolidation Department. Financial statements of the Group companies are drawn up by their respective chief accountants and the consolidated financial statements, by the Director of the Accounting Centre.

 

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

 

Pursuant to the provisions of law in force the financial statements are subject to review or audit, respectively, conducted by a statutory auditor. Reviews focus in particular on the relevance 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 S.A. and to the Supervisory Board.

 

Following a review or audit conducted by a statutory auditor the financial statements and periodic reports are submitted to the Management Board of Impel S.A. for approval. The approved documents are published in accordance with their schedule annually approved by the Management Board of Impel S.A.

 

Accounting Audyt Partner sp. z o.o. S.K., operating within the Impel Group, is responsible for supervising the implementation of the Group’s tax strategy and its modification to adapt it to the current needs, performing tax audits to verify the Group’s tax risks, supervising the implementation of the Group’s transfer prices policy and performing other activities resulting from the above-mentioned 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 the closing of the books, the middle and senior level management staff in the accounting function, supervised by the Vice President of the Management Board responsible for Development, analyse together the Company’s financial results against the budget assumptions.

 

  1. Shareholders Holding Directly or Indirectly Significant Blocks of the Shares of Impel S.A.

 

The list of shareholders holding, directly or indirectly, as at 31 December 2014 and as at the date of this report, the significant blocks of the Company’s shares, is presented in the table below:

 

Shareholder

Number of shares

Participation in the share capital

(%)

No. of votes

Share in the total vote

(%)

Grzegorz Dzik 1)

4,928,572

38.31

7,828,572

43.82

Józef Biegaj 2)

3,635,336

28.26

5,735,336

32.10

OFE PZU „Złota Jesień” 3)

1,506,000

11.71

1,506,000

8.43

Other shareholders

2,795,269

21.73

2,795,269

15.65

 
  1. in accordance with the notification received by the Company on 30 December 2014
  2. in accordance with the notification received by the Company on 30 December 2014
  3. according to the Company’s knowledge as at 12 June 2014

 

  1. Holders of any Securities Carrying Special Controlling Powers and Description Thereof.

 

None of the holders of the securities issued by Impel S.A. has any special controlling powers with regard to the Company.

 

Each share of the Company confers the right to one vote, with the reservation that 5,000,000 Series C shares of Impel S.A. 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 the Chairman, are appointed and dismissed by the shareholders who own Series C registered preference shares. 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 the Chairman, are appointed and dismissed, by way of voting during the General Shareholders Meeting, by an absolute majority vote resulting from Series C registered preference shares, by the shareholders who own Series C registered preference shares. The other members of the Supervisory Board are appointed and dismissed by the General Shareholders Meeting.

 

As at the date of this report, Series C registered preference shares represent 38.86% of the Company’s total share capital and 55.97% of the total vote at its General Shareholders Meeting. The above-mentioned shares are held by Grzegorz Dzik and Józef Biegaj. The rules of their disposal are governed by Para. 7 of the Articles of Association of Impel S.A.

 

 

 

  1. Restrictions on Exercising the Voting Rights.

 

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

 

  1. Restrictions Concerning the Transfer of Ownership Rights to Impel S.A.’s Securities.

 

The disposal of 5,000,000 Series C registered preference shares is restricted. The rules for their disposal are set out in Para. 7 of the Articles of Association of Impel S.A. Pursuant to its provisions, the shareholder of preference shares is obliged to notify the Management Board of the Company about their intended disposal. The remaining holders of the preference shares have pre-emptive rights to acquire the above-mentioned 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 the case the above-mentioned 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, who 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. Description of the General Shareholders Meeting’s Operation and Fundamental Powers, and Shareholders’ Rights and the Manner of Exercising Them.

 

The General Shareholders Meeting of Impel S.A. operates pursuant to the provisions of the Code of Commercial Partnerships and Companies, the Company’s Articles of Association, and the Rules of Procedure for the General Shareholders Meeting of Impel S.A. Resolutions of the General Shareholders Meeting are required for:

  1. review and approval of the Director's Report on the Company's operations and the financial statements for the preceding financial year;
  2. adoption of the resolution on profit distribution or loss coverage;
  3. acknowledgement of the fulfilment of their duties to the members of the Company's bodies;
  4. defining the rules of remunerating the members of the Supervisory Board;
  5. amendments to the Company's Articles of Association;
  6. increase or reduction in the Company's share capital;
  7. mergers and transformations of the Company;
  8. dissolution and liquidation of the Company;
  9. issue of convertible bonds or bonds with the pre-emptive rights;
  10. retirement of shares;
  11. establishment of earmarked funds;
  12. approval of the sale or lease of the Company's enterprise or an organised part thereof and of their encumbrance with usufruct or other limited property rights;
  13. decision-making with respect to claims for the repair of damage inflicted in the establishment of the Company, its management or supervision;
  14. adoption of the Rules of Procedure for the General Shareholders Meeting;
  15. approval of the Rules of Procedure for the Supervisory Board.

 

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 Act on Public Offering and the Conditions for Introducing Financial Instruments to the Organised Trading System, and on Public Companies. The announcement shall be made at the latest 26 days before the date of the General Shareholders Meeting.

 

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. The 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.

 

The Shareholder(s) representing at least one-twentieth of the share capital may, prior to the date of the General Shareholders Meeting, submit to the Company, in writing or by electronic means of communication, draft resolutions on issues included, or a planned to be included, in the agenda of the General Shareholders Meeting. The Company shall promptly announce the draft resolutions on its website.

 

During the General Shareholders Meeting each GM Participant may submit draft resolutions on the issues included in the agenda as well as propose changes and supplements to the draft resolutions included in the agenda for a given General Shareholders Meeting before the closing of the discussion on the item of the agenda containing the draft resolution which the proposed change concerns. 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 stricter 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 Code of Commercial Partnerships and Companies, i.e. during elections and when voting over motions regarding the dismissal of members of the Company’s bodies or liquidators, over motions regarding the holding of 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.

 

The GM Participants shall have the right to object to the Chairman’s decision concerning procedural issues. If an objection is raised, the General Shareholders Meeting shall resolve whether to uphold or overturn the Chairman’s decision.

 

With respect to any item on the agenda or any procedural issue, each Participant of the General Shareholders Meeting shall have the right to make one speech and one reply. The Chairman may set a time limit of five minutes for speeches and three minutes for replies.

 

In 2014 there were two sessions of the General Meeting of Shareholders of Impel S.A., on 28 June 2014 and on 11 August 2014, held at the Company’s registered office. The General Shareholders Meetings were 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 were published in the form of current reports and placed the Company’s website in the Investor Relations Tab.

 

  1. Rules for Amending the Articles of Association of Impel S.A.

 

The amending of the Articles of Association of Impel S.A., pursuant to Art. 27.1.5 of the Company’s Articles of Association, falls within the competence of the General Shareholders Meeting of Impel S.A. 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 the convening of 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 the 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.

 

In 2014, the General Shareholders Meeting did not make changes to the Articles of Association of Impel S.A.

 

 

  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 S.A. are appointed and dismissed in accordance with the regulations of the Code of Commercial Partnerships and Companies and the provisions of the Company’s Articles of Association. The Management Board of Impel S.A. 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.

 

The Management Board powers include managing all Company’s activities except for the issues which, pursuant to the provisions of the Code of Commercial Partnerships and 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. The Management Board may grant the power of proxy; its establishment is subject to approval by all Members of the Board. The power of proxy may be withdrawn by any Member of the Management Board acting individually.

 

Pursuant to the Rules of Procedure for the Management Board of Impel S.A., resolutions of the Management Board are required in particular for:

  1. developing strategic objectives of the Group and strategies for their achievement;
  2. adoption of the Group's consolidated financial plan;
  3. convening of ordinary and extraordinary General Shareholders Meetings;
  4. approval of the Company's financial statements and the Group's consolidated financial statements;
  5. proposing distribution of profit or coverage of loss;
  6. other issues raised by the Management Board at the General Shareholders Meeting;
  7. granting authorisation for supervision over subsidiaries;
  8. adopting the organisational structure for the Company and the Group;
  9. establishing the Rules of Procedure for the Management Board and the Corporate Rules of Procedure;
  10. incurring liabilities or disposing of property rights of a gross value over PLN 500,000;
  11. managing proceeds from public issues of Company shares;
  12. undertaking tasks whose total gross value may exceed PLN 500,000;
  13. executing contracts for provision of services of a net monthly value in excess of PLN 500,000;
  14. approval of motions to the Supervisory Board concerning the disposal or acquisition of real estate or interest in real estate;
  15. forming new partnerships, acquisitions or disposals of shares in companies;
  16. adopting the position on the approval of objectives and strategies for the direct subsidiaries;
  17. adopting the position on the approval of financial and investment plans for the direct subsidiaries;
  18. adopting the position on the approval of Directors' Reports, balance sheets and profit and loss accounts of the direct subsidiaries for the financial year;
  19. adopting the position on the approval of the distribution of profit or coverage of loss in direct subsidiaries;
  20. adopting the position on granting approval for the performance of duties by members of management boards of direct subsidiaries;
  21. creating reserve funds, capital reserve and earmarked funds at the direct subsidiaries;
  22. taking decisions regarding the commencement of operations in new areas of business activity by the Company or its subsidiaries, and taking a decision on the winding up of such operations in the currently pursued areas of business activity;
  23. granting borrowings, sureties or collateral by the Company to other entities, excluding:
  • borrowings and sureties for up to PLN 500,000,
  • borrowings and sureties for over PLN 500,000 granted to a subsidiary if such surety or borrowing was provided for in the Company's financial plan approved by the Management Board,
  • borrowings from the Company's Social Benefits Fund (ZFŚS) or the Company Fund for the Disabled (ZFRON),
  1. adopting the rules governing the remuneration of management boards of the direct subsidiaries;
  2. adopting the position on granting to the direct subsidiaries the approval for the incorporation of a new company; acquisition or disposal of new shares in other companies and retirement of shares;
  3. adopting the position on granting the approval for the disposal or lease of direct subsidiary's enterprise or its organised part and establishing a limited right in rem;
  4. adopting the position on consenting to the purchase or disposal of real estate by a direct subsidiary;
  5. adopting the position on amendments to the subsidiary's articles of incorporation/ articles of association;
  6. adopting the position on restricting the competences of management boards of direct subsidiaries.

 

Individual members of the Management Board are authorized and required to act independently on matters concerning their field of activity. In matters assigned to them, Members of the Management Board are accountable to the Company as well as to third parties, unless stated otherwise by the strictly applicable rules of law. Each Member of the Management Board is held responsible for the organisational and financial optimisation of the matters entrusted to them, including the planning and execution of the related budget.

 

The President of the Management Board shall be responsible for operating activities, and in particular for:

  1. co-ordinating and organising work of the Management Board;
  2. creating the vision and the growth strategy of the Impel Group;
  3. development of strategic goals for the Company and the Group;
  4. process of creation, monitoring, updating, and operationalization of the Group’s and business units’ strategies;
  5. supervising the innovation process management with respect to improvements in the functional processes, including the management at the Group;
  6. issuing internal regulations and supervising their performance;
  7. determining the composition of management boards in subsidiary companies, having sought opinions of other Members of the Management Board;
  8. supervising the management of the product portfolio of the Impel Group;
  9. supervising the optimisation of the applied technologies and the work organisation - knowledge management in this respect;
  10. supervising operational subcontracting;
  11. supervising performance management (optimisation of labour costs);
  12. supervising quality management for the provided services;
  13. management of payroll and incentive systems in the operational function;

 

The Vice President of the Management Board for Financial Affairs shall be responsible for the back-office, and in particular for:

  1. creating and supervising the economic and financial policy ensuring the financial liquidity and growth capability of the Company and the subsidiaries;
  2. supervising the records of economic events maintained by the Group companies to ensure their accuracy, reliability and conformity with the provisions of law;
  3. supervising the financial reporting of the Company and consolidated reporting of the Group conforming with the provisions of law;
  4. supervising settlements with the State Treasury on account of taxes and other tax burdens (except for personal income tax);
  5. supervising transactions between the Impel Group companies;
  6. supervising the collection of receivables payable to the Impel Group;
  7. supervising the management of the Group companies by the Service Centres in accordance with the SLA standards;
  8. supervising the management of purchases of means of production and other purchases as well as the logistics of their deliveries to the Impel Group companies;
  9. supervising formal and legal aspects of the Impel Group companies;
  10. supervising public relations activities of the Impel Group;
  11. supervising the relations with investors (shareholders), the Stock Exchange, the Polish Financial Supervision Authority, and other participants in the public market;
  12. supervising cost-related servicing of the Group companies by the Service Centres;
  13. internal control;
  14. supervising the safety of information in the Impel Group;
  15. supervising legal services provided to the Impel Group companies;
  16. supervising HR and payroll policies, and the development of incentive schemes in the Impel Group;
  17. supervising the management of employee development;
  18. supervising the performance of the Company’s role as the employer as defined by the Labour Code;
  19. supervising settlements on account of personal income tax, social security, and the State Fund for the Rehabilitation of the Disabled Persons (PFRON);
  20. supervising the maintenance of the status of a Sheltered Employment Facility (ZPChr) by the Company;
  21. supervising the development of management support IT and information systems.

 

The Vice President of the Management Board for Commercial Affairs shall be responsible for commercial activities, and in particular for:

  1. setting the market development objectives and strategy for the Impel Group;
  2. setting sales objectives for the Impel Group and the strategy of their achievement;
  3. shaping sales support systems, and the organisation and standardisation of sales processes in the Impel Group;
  4. obtained value of new sales, including sales to corporate customers;
  5. supervising the management of relations with prospective and current customers of the Impel Group;
  6. supervising the marketing support for activities of the business units;
  7. supervising the market research and analyses and the dissemination of their results;
  8. managing the Impel Group brands;
  9. supervising the advertising activities and sales promotion;
  10. granting donations;
  11. management of payroll and incentive systems in the sales function.

 

The Vice President of the Management Board for Development shall be responsible for:

  1. supervising the preparation and performance of the financial plans for business units and the consolidated plan for the Impel Group;
  2. supervising the improvement in management information systems and their timely delivery to the Impel Group managers and the business units;
  3. supervising the management of the process of capital investments and disinvestments;
  4. supervising the management of the innovation process with respect to new products and new economic activities.

 

  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 S.A.’s Management and Supervisory Bodies.

 

Supervisory Board

 

The Supervisory Board of Impel S.A. operates pursuant to the provisions of the Code of Commercial Partnerships and Companies, the Articles of Association of Impel S.A. and the Rules of Procedure for the Supervisory Board of Impel S.A. In compliance with the Articles of Association, the Supervisory Board is composed of no fewer than five and not more than nine members. The number of the Supervisory Board members is determined by the General Shareholders Meeting. Members of the Supervisory Board are appointed and dismissed in the following manner:

1.         If the General Shareholders Meeting sets an odd number of members of the Supervisory Board:

  1. 3, 4 or 5 members of the Supervisory Board, respectively, if the General Shareholders Meeting sets the number of the Supervisory Board at 5, 7 or 9 members, including the Chairman, shall be appointed and dismissed by the holders of Series C registered preference shares, by voting during the General Shareholders Meeting, by an absolute majority of votes conferred by Series C preference registered shares,
  2. the other members of the Supervisory Board, in the number set by the General Shareholders Meeting, shall be appointed and dismissed by the General Shareholders Meeting.

2.         If the General Shareholders Meeting sets an even number of members of the Supervisory Board:

  1. half the members of the Supervisory Board, including the Chairman, shall be appointed and dismissed by the holders of series C registered preference shares, by voting during the General Shareholders Meeting, by an absolute majority of votes conferred by Series C preference registered shares,
  2. the other members of the Supervisory Board, in the number set by the General Shareholders Meeting, shall be appointed and dismissed by the General Shareholders Meeting.

 

The Supervisory Board exercises permanent supervision over the Company’s operations in all their areas. The meetings of the Supervisory Board shall be convened as required, however no less frequently than once a quarter. 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 the appointment, dismissal or suspension of a Member of the Management Board.

 

As at 1 January 2014, the Supervisory Board was composed of:

  • Krzysztof Obłój – Chairman of the Supervisory Board
  • Andrzej Malinowski – Deputy Chairman of the Supervisory Board
  • Piotr Urbańczyk – Member of the Supervisory Board
  • Piotr Pawłowski – Member of the Supervisory Board
  • Edward Laufer – Member of the Supervisory Board.

 

On 11 August 2014, at a meeting of the Extraordinary General Meeting, shareholders holding preferred shares and present at the GM, pursuant to Art. 385 section 1 of the Commercial Companies Code and pursuant to Art. 16 section 2.2a of the Company’s Articles of Association appointed Mr. Józef Biegaj Member of Impel S.A.’s Supervisory Board. In addition to the above, at the meeting, shareholders holding preference shares and present at the GM adopted a resolution on the dismissal of a member of the Supervisory Board –  Andrzej Malinowski, and then, by a resolution of the General Meeting pursuant to Art. 16 section 2.2b of the Articles of Association, the General Meeting appointed Mr. Andrzej Malinowski to the composition of the Supervisory Board. As at the date of submitting this report the composition of the Supervisory Board of Impel S.A. was as follows:

 

  • Krzysztof Obłój – Chairman of the Supervisory Board
  • Andrzej Malinowski – Member of the Supervisory Board
  • Piotr Urbańczyk – Member of the Supervisory Board
  • Piotr Pawłowski – Member of the Supervisory Board
  • Edward Laufer – Member of the Supervisory Board
  • Józef Biegaj – Member of the Supervisory Board.

 

The information about the experience and competencies of the Members of the Supervisory Board can be found on the Company’s website: http://www.impel.pl/pl/relacje-inwestorskie/wladze-spolki.html

 

Operation of the Supervisory Board of Impel S.A. in 2014

 

The Company’s Supervisory Board operated pursuant to the provisions of the Code of Commercial Partnerships and Companies, the Articles of Association, the Rules of Procedure for the Supervisory Board of Impel S.A. and in compliance with the rules of “The Code of Best Practice for WSE Listed Companies”, subject to the information presented in item 2 of this Statement.

 

The meetings of the Supervisory Board took place on a regular basis, and the selected members of the Management Board participated in them. In 2014 the Supervisory Board held 4 meetings. The Management Board provided the Supervisory Board with the 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 the Members of the Supervisory Board in the notification of the meeting.

 

In 2014, the Supervisory Board focused on the issues significant to the activities of Impel S.A. In the course of its work, the Supervisory Board, among others positively assessed the financial statements of Impel S.A. and the Impel Group for 2013 and approved the “Financial Plan of the Impel Group for the year 2014”. At meetings, it raised questions of the amount of subsidies to the remuneration of persons with disabilities, situation in the security market and the activities of the Group's loss-making entities and ways of their restructuring. The Supervisory Board also discussed the Group's strategic priorities for 2014, projects designed to improve margins and win new contracts in the years 2014-2015.

 

Audit Committee

 

The Audit Committee of the Supervisory Board of Impel S.A. was established on 17 October 2014 in accordance with the provisions of Art. 86 of the Act on Statutory Auditors, Their Self-Governing Organization, Entities Authorized to Audit Financial Statements and on Public Oversight and Art. 7a section 2 of the Articles of Association of the Supervisory Board of Impel S.A. The Committee was appointed in the following composition:

  • Piotr Urbańczyk – Chairman of the Committee,
  • Edward Laufer – Member of the Committee,
  • Józef Biegaj – Member of the Committee.

 

Until the date of appointment, the statutory tasks of the Committee were fulfilled by the whole of the Board in gremio based on a document entitled “Rules for exercising by the Supervisory Board of Impel S.A. the supervision over the financial reporting processes, internal audit, risk management and financial audit in the Company, as part of the fulfilment of the tasks of the audit committee arising from Art. 86.7 of the Act on Statutory Auditors, Their Self-Governing Organization, Entities Authorized to Audit Financial Statements and on Public Oversight” adopted by the Board on 19 December 2013.


Within the framework of activities of the Supervisory Board as the Audit Committee, the Board:

  1. discussed the current performance of the Group and the profitability of individual services and product lines,
  2. held meetings with an auditor from Ernst & Young Audyt Polska sp. z o.o. S.K.,
  3. familiarized themselves with plans of an internal audit in the Impel Group and business units as well as a map of risks for 2014,
  4. discussed the elements of the communication process and the implementation of disclosure obligations resulting from the public nature of Impel S.A.,
  5. familiarized themselves with changes to the accounting policies of the Impel Group.

 

The powers and competences of the Members of the Audit Committee are governed by Art. 390 paragraph 1 of the CCC.

 

Management Board

 

As at 1 January 2014 the composition of the Management Board of Impel S.A. was as follows:

  • Grzegorz Dzik – President of the Management Board
  • Józef Biegaj – Member of the Management Board
  • Wojciech Rembikowski – Member of the Management Board
  • Danuta Czajka – Member of the Management Board

 

 

 

 

 

On 28 June 2014, i.e. the date of approval by the Annual General Meeting of the financial statements of Impel S.A. for the year 2013, in accordance with Art. 369.4 of the CCC, the mandate of Józef Biegaj as a Member of the Management Board expired. The Supervisory Board, at its meeting on 28 June 2014, did not elect Józef Biegaj back to the Board. Accordingly, as at 31 December 2014 as at the date of drawing up this report, the composition of the Management Board was as follows:

  • Grzegorz Dzik – President of the Management Board
  • Wojciech Rembikowski – Member of the Management Board
  • Danuta Czajka – Member of the Management Board

 

The rules for appointing the Management Board and its powers have been discussed in item 8 of this Statement.

 

The information about the experience and competencies of the Members of the Management Board can be found on the Company’s website: http://www.impel.pl/pl/relacje-inwestorskie/wladze-spolki.html.

 

Operation of the Management Board of Impel S.A. in 2014

 

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

 

In 2014, 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 the determination of the Company’s interest they took into account the interests, justified in a long term 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.

 

The remuneration of the Members of the Management Board was determined on the basis of transparent procedures and rules, taking into consideration their motivational nature and the assurance of the 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 amount of the remuneration of the Members of the Management Board was disclosed in Section I.4 herein.