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Statement of Compliance with Corporate Governance Rules – 2015.

 

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 (WSE).

 

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

 

In 2015, Impel S.A. applied the corporate governance rules, published in the document entitled “The Code of Best Practice for WSE Listed Companies”, as defined in the resolution 19/1307/201 of the WSE Council dated 21 November 2012. The text of the rules observed by the Issuer is available on the official website of http://www.impel.pl/dobre-praktyki.php.

 

As of 2016 Impel S.A. Impel S.A. is to observe the corporate governance rules, published in the document entitled “The Code of Best Practice for WSE Listed Companies”, as defined in the resolution 26/413/2015 of the WSE Council dated 13 October 2015. The Company disclosed a report concerning application of new best practice rules and published on its website, in line with new requirements of the rule I.Z.1.13, information concerning the status of the Company’s application of recommendations and rules included in DPSN 2016.

 

  1. Non-observance of Some Corporate Governance Rules.

 

In 2015 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.

 

  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 in the scope required by the companies listed on WSE.

 

The process of financial reporting the Company is based on internal procedures governing the process, IT management tools used for recording and financial reporting, rules for supervising the preparation of financial statements, rules for verification and evaluation, as well as corporate risk. The basic regulations in preparing financial statements are:

  • International financial Reporting Standards (IFRS) and the Accounting Act (in the scope not provided in IFRS,
  • Accounting Policy of the Impel Group in line with IFRS,
  • Procedures for closing reporting periods in S.A.P ERP,
  • Requirements concerning preparation of financial statements and consolidated financial statements defined in RMF concerning 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.
  • Regular reviews and audits of the published financial statements by statutory auditors.

 

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. When preparing financial statements a uniform format of the tool is used, which is also applied for calculating taxes (CIT and VAT). Depending on the type and value of transactions, the rule of double checking of the posted business transactions (and a triple one in specific cases) and the uniform accounting procedures used for the posting of identical business transactions were also introduced.

Reporting packages are verified by the auditors checking the companies of the Group. 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.

 

Independent assessment of reliability and correctness of the financial statements is provided by statutory auditors. The audit of the financial statements for 2015 of key companies of the Impel Group will be carried out by Ernst&Young Audyt Polska  sp. z o.o. S.K. 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., the Audit Committee and then to the Supervisory Board.

 

 

Financial statements of the Group’s companies are approved by the GM of these companies. Financial statements of Impel S.A. and the Group, following review or audit by a statutory auditor 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.

 

Within the Impel Group’s business units operate internal audit, which evaluates management and internal control systems. The Audit provides planned and immediate tasks in individual units. The results are reported to the Audit Committee.

 

The Group has its corporate risk management process. Risks are identified, steps are taken to reduce their possible effect on the Group’s activities. The risk map is passed to the Corporate Management and then to the Supervisory Board.

 

  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 2015 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

(%)

Nutit a.s.

4 789 195

37,23

7 689 195

43,04

Trade Bridge Czechy a.s.

3 287 966

25,56

5 387 966

30,16

OFE PZU „Złota Jesień”

1 506 000

11,71

1 506 000

8,43

 

 

Nutis a.s. of Czech Republic is controlled by Mr Grzegorz Dzik – President of the Management Board of Impel S.A.

 

Trade Bridge Czechy a.s. of Czech Republic is controlled by Mr Józef Biegaj, Member of the Supervisory Board of Impel S.A.

 

Changes concerning holders of large blocks of shares are included in Chapter VII, items 5 and 9 of this report..

 

  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 through Nutis a.s. and Trade Bridge Czechy a.s. of Czech Republic, respectively. 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.

 

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 2015 there was one session of the General Meeting of Shareholders of Impel S.A., on 25 April  2015. The General Shareholders Meeting 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 were published in the form of current reports and placed the Company’s website in the Investor Relations Tab.

 

  1. Description of changes to the Impel S.A. Articles of Association.

 

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.

 

  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.

 

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., approved by the Supervisory Board on 9 December 2015, resolutions of the Management Board are required in particular for:

  1. developing strategic objectives of the Group and supervision of their execution;
  2. developing strategic objectives of the business unit and the companies which are not part of units
  3. adopting the organisational structure for the Company and the Group convening of ordinary and extraordinary General Shareholders Meetings;
  4. establishing the Rules of Procedure for the Management Board and the Corporate Rules of Procedure;
  5. adoption of the Group's consolidated financial plan, including financial plan of the Group’s organizational units
  6. managing proceeds from public issues of Company shares
  7. incurring liabilities or disposing of property rights of a gross value over PLN 500,000
  8. undertaking tasks whose total gross value may exceed PLN 500,000;
  9. executing contracts for provision of services of a net monthly value in excess of PLN 500,000
  10. taking decisions regarding the commencement of operations in new areas of business activity by the Company or its subsidiaries;
  11. taking a decision on the winding up of such operations in the currently pursued areas of business activity;
  12. undertaking investments projects of the Company or its subsidiaries whose total value may exceed PLN 500,000, and approving the related financial plans;
  13. granting borrowings, sureties or collateral by the Company or its subsidiaries 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. forming new partnerships, acquisitions or disposals of shares in companies, including transfer capital shares in partnerships (all rights and obligations of the partner), retirement of capital division, merger by the Company or its subsidiary;
  2. 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;
  3. convening ordinary and extraordinary GM
  4. approval of the Company's financial statements and the Group's consolidated financial statements
  5. adopting the position on the approval of the distribution of profit or coverage of loss of the Company
  6. other issues raised by the Management Board at the General Shareholders Meeting
  7. granting authorisation for supervision over subsidiaries
  8. proposing distribution of profit or coverage of loss adopting the position on the approval of Directors' Reports, balance sheets and profit and loss accounts of the direct subsidiaries for the financial year;
  9. adopting the position on the approval of the distribution of profit or coverage of loss in direct subsidiaries
  10. adopting the position on granting approval for the performance of duties by members of management boards of direct subsidiaries
  11. creating reserve funds, capital reserve and earmarked funds at the direct subsidiaries
  12. issuing motions to the Supervisory Board concerning the disposal or acquisition of real estate or interest in real estate
  13. approval of motions concerning the disposal or acquisition of real estate or interest in real estate by direct subsidiaries
  14. adopting the position on amendments to the direct subsidiary's articles of incorporation/ articles of association
  15. adopting the position on restricting the competences of management boards of direct subsidiaries;
  16. approving motions to grant donations by the Company.

 

GM decides on issue or purchase of Impel S.A. shares.

 

  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 as 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.

 

In the reporting period, on 25 April 2015 the Ordinary General Meeting set the number of Members of the Supervisory Board at 6 for the 10th term of office and appointed the Members of the Supervisory Board for the 10th term of office. All appointed Members performed duties in the Supervisory Board of Impel S.A. of the 9th term of office.

 

The Company’s Supervisory Board at its meeting on 25 April 2015, by a resolution of the General Meeting pursuant to Art. 17.1 of the Articles of Association, the General Meeting for the 10th term of office appointed:

  • Vice-Chairman of the Supervisory Board for the 10th term of office - Mr Andrzej Malinowski,
  • Secretary of the Supervisory Board for the 10th term of office - Mr Edward Laufer.

 

The composition of the Supervisory Board on 31 December 2015:

 

Krzysztof Obłój – Chairman of the Supervisory Board

Mr Krzysztof Obłój graduated from the Main School of Planning and Statistics in Warsaw. Full Professor, a specialist in strategic and international management, a lecturer at the University of Warsaw, L. Koźmiński Academy and a visiting scholar at schools of business including University of Illinois, the Norwegian Bodo Graduate School of Management, the French ESCP-EAP, and the Slovenian Bled School of Management.

Mr Krzysztof Obłój was appointed to the Supervisory Board on 8 September 2003, and elected Chairman of the Supervisory Board on 5 January 2004.

 

Andrzej Malinowski – Vice-Chairman of Member of the Supervisory Board

Mr Andrzej Malinowski graduated from the Poznań University of Economics and was awarded a Ph.D. degree in Economics.

Since 2001, President of the Pracodawcy Rzeczypospolitej Polskiej (Pracodawcy RP, Polish Employers) organisation. Member of the National Council for European Integration and representative of Polish employers at the European Economic and Social Committee. In 2005, Mr Andrzej Malinowski was elected the first Vice President of the European Organization of Public Sector Employers and also represents Pracodawcy RP at the International Organization of Employers (IOE). Since 2013, participant of the B20’s Infrastructure and Investment Taskforce (the B20 – a group of business leaders providing recommendations to the G20). Since 1 January 2014, Chairman of the International Coordinating Council of Employers’ Unions (ICCEU).

Since 24 January 2002, Member of the Supervisory Board of Impel S.A.

 

Piotr Urbańczyk – Member of the Supervisory Board

Mr Piotr Urbańczyk graduated from the Wrocław University of Economics. He completed a banking management course at the Graduate School of Banking in Colorado and a course for members of supervisory boards of companies owned by the State Treasury. He also had abundant training in organisation of trading in American government securities, finance, marketing, currency dealing, and personnel management. In addition, he had a trainee period in commercial bank management at a branch of Bank One in Boulder w Colorado.

 

His banking career started in 1992. In 2009 – 2015 he was Member of the Management Board at Meritum Bank ICB S.A.

Mr Piotr Urbańczyk has been a member of the Supervisory Board of Impel S.A. since 19 May 2008.

 

Piotr Pawłowski - Member of the Supervisory Board

Piotr Pawłowski is a teacher and philosopher by education. Social activist and a founder of numerous non-profit organizations including the Friends of Integration Association and the Integration Foundation., as well as www.niepelnosprawni.pl website.

Author and creator of TV programmes, social campaigns and educational programmes. Participant and lecturer at a number of local and foreign conferences. Author and co-author of numerous publications.

 

Member of the Advisory Council for the Government Plenipotentiary for Disabled People and Vice President of the Coalition for the Disabled. Head of the Agency for the Disabled at the Office of the President of Railway Transport, Member of the Integralia Foundation Council, Board Member of the ASHOKA Foundation, and the House of Mouth and Foot Painting Artists Association. A social advisor to the Ombudsman for Children.

Mr Piotr Pawłowski has been a member of the Supervisory Board of Impel S.A. since 8 September 2003.

 

 

 

Edward Laufer – Secretary of the Supervisory Board

He graduated from the Academy of Agriculture in Wrocław. Mr Laufer also completed postgraduate course in company value management at SGH in Warsaw and in Wrocław’s Academy of Economy – finance and banking. As of 1 July 2007, President of the Management Board of Vantage
Development S.A.
He has vast and long experience in organization, restructuring and financing business entities and economic groups.

On 29 June 2013 Member of the Supervisory Board of Impel S.A. Currently he is Member of the Audit Committee  of the Supervisory Board.

 

Józef Biegaj – Member of the Supervisory Board

Mr Józef Biegaj graduated from the Faculty of the Construction of Mining and Smelting Machinery at the AGH University of Science and Technology in Kraków. President of the Management Board of Impel Security Polska Sp. z o.o. in the years 2001-2005. 2005-2014, Sales Vice President of the Management Board of Impel S.A.

Co-founder and main shareholder of Impel S.A. (indirectly through Birmat Ltd.). On 11 August 2014 Member of the Supervisory Board of Impel S.A. Currently he is Member of the Audit Committee  of the Supervisory Board.

 

The meetings of the Supervisory Board took place on a regular basis, and the selected members of the Management Board participated in them. In 2015 the Supervisory Board held 5 meetings and adopted 15 resolutions, including one by way of circular voting. 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 2015, the Supervisory Board focused on the issues significant to the activities of Impel S.A. and the Group. At its meeting the board discussed the issues of priorities for 2015, as well as updates mission and vision of the Group for 2016-2018. In the course of performing its function the Board approved “the Financial Plan of the Impel Group for 2015”. The agenda of the Board’s meeting also included situation on the security market, map of risks for 2016, HR policy within the Group, and concept of the plan for increasing wages on the market and in the Group relating to imposing civil fixed-term employment agreements as of January 2016. In addition, the Board based on the Management Board’s submitted results of service quality and client Satisfaction discussed the quality of services rendered by the companies of the Group.

 

In line with the law, the Supervisory Board gave its positive opinion on the financial statements and the Directors Report on operations of Impel S.A. and the group for the previous year and the draft resolution regarding the distribution of the profit for 2014.

More information on experience and competence 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

 

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 Members’ authority and competence is provided for in Art. 390.1 of the Code of Companies.

 

On 6 February 20125, the Supervisory Committee prepared the Regulation of the Audit Committee and its operation plan for 2015.

 

On 25 April 2015, in connection with the selection of the Supervisory Board for another 3-year term of office, 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.


 

Within the framework of activities in 2015 the Audit Committee:

  1. held meetings with an auditor to discuss the course of the annual audit for 2014, as well as annual and semi-annual review results  discussed the current performance of the Group and the profitability of individual services and product lines,
  2. discussed the organization of internal control and internal audit in the Impel Group , and discussed the performance of internal audit in 2014, as well as approved its work for 2015,
  3. familiarized themselves with the process of financial reporting in the Group,
  4. analysed the map of risks for 2015,
  5. recommended the selection of auditor for auditing of the financial statements of Impel S.A. and the Group in 2015-2017.

 

 Apart from the Audit Committee no other committee operated within the Issuer’s Supervisory Board.

 

Until the date this report was published there were no changes in the composition of Impel S.A. Supervisory Board.

 

The Management Board

 

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.

 

The President of the Management Board  runs the Board’s operation. Resolutions of the Management Board are valid if at least half of the Members of the Management Board all members are notified prior to the planned meeting. Absolute majority of votes is required, and when even, the President vote prevails.

 

Individual members of the Board are entitled and obliged to act independently in areas of their interest. Within the scope of their duties they are liable to the Company, and third parties unless stated otherwise in legal regulations. Each Member of the Management Board does his best to achieve organizational and economic optimization of the tasks he was entrusted with, including planning and execution of the relating budget.

 

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

  1. co-ordinating and organising work of the Management Board;
  2. building the vision and strategy of the Company and the 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. issuing internal regulations and supervising their performance;
  6. determining the composition of management boards in subsidiary companies, having sought opinions of other Members of the Management Board;
  7. management of payroll and incentive systems in the operational function;
  8. ensuring cooperation among the Group’s companies, specifically by efficiency induced Sales and operating activity
  9. setting targets and strategies of market development of the Group including Sales and operation targets
  10. shaping the systems for support for Sales, organization, standardization of Sales processes at the Impel Group
  11. managing the brands of the Group’s companies
  12. supervising the innovation process management with respect to improvements in the functional processes, including the management at the Group
  13. supervising the management of the product portfolio of the Impel Group
  14. supervising the optimisation of the applied technologies and the work organisation - knowledge management in this respect
  15. supervising operational subcontracting, including efficiency, quality of provided services and performance of new Sales targets;
  16. supervising of managing relations with potential and current customers of the Group’s companies
  17. supervising marketing support of the business units
  18. supervising examination and analyses of the market and dissemination of their results
  19. supervising marketing and promotion of Sales.

 

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. internal control
  3. supervising the records of economic events maintained by the Group companies to ensure their accuracy, reliability and conformity with the provisions of law;
  4. supervising the financial reporting of the Company and consolidated reporting of the Group conforming with the provisions of law;
  5. supervising settlements with the State Treasury on account of taxes and other tax burdens (except for personal income tax);
  6. supervising transactions between the Impel Group companies;
  7. supervising the collection of receivables payable to the Impel Group;
  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 HR and payroll policies, and the development of incentive schemes in the Impel Group
  13. supervising the management of employee development
  14. supervising the performance of the Company’s role as the employer as defined by the Labour Code
  15. supervising the maintenance of the status of a Sheltered Employment Facility (ZPChr) by the Company

 

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 cooperation of Common Service Centres with internal recipients of services, specifically through execution of processes improving cost efficiency
  5. supervising the management of the innovation process with respect to new products and new economic activities
  6. supervising security of information at the Impel Group
  7. supervising legal support for the Group’s companies
  8. supervising the development of IT and information systems supporting the business of the Impel Group.

 

In case there is no person appointed in the composition of the Management Board who would be in charge of the area assigned to Vice-presidents of the Management Board, the President of the Management Board  after consultation with the Chairman of the Supervisory Board may appoint for a definite period another Member of the Management Board  to run part or all duties concerning the given area, or take up the duties himself.

 

On 25 April 2015, following expiry of her term of office, the Supervisory Board of Impel S.A. decided to appoint Ms Danuta Czajka to the position of Member of the Management Board of Impel S.A. for another 3-year term of office. Ms Danuta Czajka is Vice-president of the Management Board  in charge of Development.

 

 

 

 

Composition of the Management Board  as at 31 December 2015:

 

  • Grzegorz Dzik – President of the Management Board.

Mr Grzegorz Dzik graduated from the Faculty of Civil Engineering at the Wrocław University of Technology. The main shareholder of Impel S.A. An activist promoting economic environments. In 1998-2012 President, and as from 13 September 2012, Chairman of the Board of the Western Chamber of Commerce. In 2009, Mr Grzegorz Dzik was appointed Honorary Consul of Ukraine. Since 2006, Chairman of the Board in the Foundation “Help Children Suffering from Cancer”. Member of the Board of Trustees at the Academic Clinical Hospital in Wrocław since 2000. Since 2012, Chairman of the Board of the Młoda Gwardia Foundation.

As from 5 January 2004, President of the Management Board of Impel S.A.

 

Wojciech Rembikowski – Member  of the Management Board of Impel S.A. for Finance.

Mr Wojciech Rembikowski graduated from the Wrocław University of Economics and obtained postgraduate degrees from the Gdańsk Academy of Controlling and the Warsaw School of Economics, and completed also MBA courses at the University of Warsaw and the College of Business at the University of Illinois. Member of the Standing Executive Committee of the National Council of the Polish Organisation of Employers of Disabled Persons. Licensed to be a Member of the Supervisory Board at the Ministry of the State Treasury. Insurance broker. As from 1 July 2007, Vice President of the Management Board of Impel S.A. for Finance

 

Danuta Czajka - Member  of the Management Board of Impel S.A. for Development.

Engineering degree in agricultural economy. Postgraduate diploma at SGH in strategy and finance. MBA degree at Szkoła Biznesu Politechniki Warszawskiej in cooperation with London Business School in London, HEC in Paris and NHH in Bergen, Norway. She holds qualification of Member of Supervisory Board from the State Treasury Ministry. Vast experience in capital transaction market.

Vice-president of the Management Board for Development as of 1 July 2009.

In 2015, 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 Company’s Management Board operated pursuant to the provisions of the Code of Commercial Partnerships and Companies and the Rules of Procedure for the Management Board of Impel S.A., i.e. convened GM, approved the reports of the subsidiaries for 2014 and approved the performance of their management boards, approved the financial plan of the Impel Group for 2015 , as well as updated the map of risks for the Impel Group. The Management Board decided on the issues relating to the fleet policy, general liability and the group’s property insurances for 2015-2016, promotion of the Impel trademark, marketing activities, creating strategy of the Impel Group and organizational changes at Impel S.A. and the Impel Group. In June 2015, the Management Board decided to form Facility Management and Business Process Outsourcing segments in the structures of the Company. The entity granting loans was restructured. In December 2015 the Management Board adopted the new Regulations of the Impel S.A. Management Board prepared by the Supervisory Board.

On 24 February 2016 Danuta Czajka resigned from the position of Member of the Management Board of Impel S.A., effective from 29 February 2016. In addition, on 26 February 2016 the Board appointed on 1 March 2016 into the composition of the Management Board  of Impel S.A. Ms Monika Chudobska, Bogdan Dzik and Jakub Dzik.

 

Ms Monika Chudobska graduated from Law, Administration and Economy of the Wrocław University working for Impel since 2000. Ms Monika Chudobska gained experience  as Head of Directors Office and Personnel Director, she was then headed  Personnel Director within the Impel Group, supervision of employment and standardization of HR processes, as well as internal control and quality of management.

 

Mr Bogdan Dzik graduated from Wrocław’s Mining Department. Bogdan Dzik began his career at the Impel Group in 1992. In 2006 he was appointed President Impel Cleaning Sp. z o.o. currently, he is also President of Facility Management Business Unit.

 

Mr Jakub Dzik graduated from Law, Administration and economy of the Wrocław University as well as Master of Business Administration IESE Business School – University of Navarra.

Since 2009, employed at Impel S.A. He was appointed Vice-Impel Security Sp. z o.o. From 2015 he has been also Vice-president of the Ochrona Polish Employers Management Board. From 2016 he is also Vice-Chairman of the Polish Employers Federation.
Mr Jakub Dzik is responsible for the market development of the Group in BPO and supervises standardization of management information, controlling and internal reporting for all lines and  product groups of the Impel Group.
 

More information on experience and competence 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

 

  1. Remuneration of the Management and Supervisory Boards at Impel S.A. /paid in 2015,
    gross amounts in PLN’000/.

 

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.

In 2015, Members of the Management Board received monthly salary based on employment agreements, and in accordance with the decision of the Supervisory Board of 14 April 2014, a permanent remuneration relating to their appointment into the Management Board. Members of the Management Board also received additional remuneration granted based on the Reward Regulations concerning Managerial Staff at the Impel Group, adopted by the Company’s Supervisory Board in its Resolution dated 28 February 2011, and based on individual reward parameters set for individual Members of the Management Board for 2014. In 2015 Members of the Management Board of Impel S.A. received no remuneration from their functions performed in the governing bodies of the Group’s subsidiaries.

 

Management person at Impel S.A.

Period of service in 2015

Remuneration

[gross in

PLN ‘000 1)]

Remuneration from other service

[e.g. rewards

PLN’000]

Remuneration from service in governing bodies of subsidiaries

[gross in PLN’000]

Total

[gross in PLN’000]

Grzegorz Dzik

1.01 – 31.12

978,4

1 112,3

-

2 090,7

Wojciech Rembikowski

1.01 – 31.12

696,5

697,4

-

1 393,9

Danuta Czajka

1.01 – 31.12

686,2

454,6

-

1 140,8

 

1)total gross remuneration from employment agreement and appointment into the Management Board of Impel S.A.

 

The remuneration of the Supervisory Board at Impel S.A. received in 2015 results from resolution of the Company’s Ordinary GM dated 29 June 2009 concerning remuneration for Members of the Supervisory Board. The amount of the monthly remuneration depends on the functions they perform in the Board. In 2015 Members of the Supervisory Board did not receive remuneration or rewards from the functions they performed in the Group’s companies, except for Mr Józef Biegaj who received remuneration based on his employment agreement with w Impel S.A.

 

 

 

 

 

 

 

Supervisory person at Impel S.A.

Period of service in 2015

Remuneration

[gross in

PLN ‘000 1)]

Remuneration from other service

[e.g. rewards

PLN’000]

Remuneration from service in governing bodies of subsidiaries

[gross in PLN’000]

Total

[gross in PLN’000]

Krzysztof Obłój

1.01 – 31.12

103,8

-

-

103,8

Andrzej Malinowski

1.01 – 31.12

68,1

-

-

68,1

Edward Laufer

1.01 – 31.12

53,1

-

-

53,1

Piotr Urbańczyk

1.01 – 31.12

53,1

-

-

53,1

Piotr Pawłowski

1.01 – 31.12

56,3

-

-

56,3

Józef Biegaj

1.01 – 31.12

50,4

900,7 1)

-

951,2

 

1) the remuneration from other sources included gross remuneration from service at Impel S.A., and an annual reward for 2014  paid in 2015
as Mr Józef Biegaj was Member of the Management Board of Impel S.A. in 2014.

 

  1. Agreements concluded by Impel S.A. with managing persons, which anticipated compensation in case they resign or are dismissed from their position without a material cause, or the dismissal results from the Issuer’s merger through acquisition.

 

Apart from the standard employment agreement concluded with managerial staff and Impel S.A.,
in 2015, the were no agreements which anticipated compensation, in case they resign or are dismissed from their position without a material cause, or the dismissal results from the Issuer’s merger through acquisition.