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Statement of Compliance with Corporate Governance Rules by Impel S.A.-2016

 

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.

 

 

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 2016 the Company complied with the majority of corporate governance principles/rules included in "Best Practices for WSE Listed Companies", except for those presented below:

 

Rules

I.R.2. Where a company pursues sponsorship, charity or other similar activities, it should publish information about the relevant policy in its annual activity report.

With reference to the current information policy and the business secret, the Company shall not disclose its charity and sponsoring activities.

 

The company operates a corporate website and publishes on it (in a readable form and in a separate tab), the following content in addition to information required by legal regulations:

 

I.Z.1.16.  Information about the planned transmission of a general meeting, not later than 7 days before the date of the general meeting.

The Company does not transmit GM sessions.

 

I.Z.1.20. An audio or video recording of a general meeting,

The Company does not record the sessions of the General Meeting of Impel S.A. in an audio or video format.

 

II.Z.2. A company’s management board members may sit on the management board or supervisory board of companies other than members of its group subject to the approval of the supervisory board

The Supervisory Board has the knowledge with regard to functions provided by the Company’s Management Board members in management boards or supervisory boards of companies other those of the Impel Group. Functioning of Members of the Management Board of Impel S.A. in this body is their main professional activity.

 

II.Z.3. At least two members of the supervisory board should meet the criteria of being independent referred to in principle II.Z.4.

The current composition of the Issuer’s Supervisory Board does not meet the criteria referred to in Attachment II recommendation of the European Commission 2005/162/EU dated 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) boards. Non-compliance with the independence criteria in the case of two members of the Supervisory Board consists in their relations with the Issuer; in the case of the other four members it relates to the facts that they perform their functions in the Board more than three successive terms of office the composition of the Supervisory Board of Impel S.A., appointed by the Ordinary GM on 25 April 2015 for the 10th term of office. Despite the rule is not fully complied with, the Company warrants transparency of the Company’s operations and proper protection of the interest of its shareholders. The appointed members of the Supervisory Board are truly independent, whose competence and experience ensure effective performance of supervisory activities in the Company.

 

II.Z.8. The chair of the audit committee should meet the independence criteria referred to in principle II.Z.4.

The chairman of the audit committee of the Issuer’s Supervisory Board  does not meet the independence criteria referred to in principle II.Z.4., as he chairs the Issuer’s Board for more than three terms of office. The Issuer believes this fact does not affect the actual independence and performance of the Committee’s duties.

Apart from the activities resulting from legal regulations, the Supervisory Board prepares for the Ordinary GM:

 

II.Z.10.4 An assessment of the rationality of the company’s policy referred to in recommendation I.R.2 or information about the absence of such policy

The Supervisory Board shall present to the Ordinary GM a comprehensive assessment of the Company’s standing, referred to in Rule II.Z.10.1, not focusing on preparing assessments of selected areas of activities.

 

III.R.1. The company’s structure should include separate units responsible for the performance of tasks in individual systems or functions, unless the separation of such units is not justified by the size or type of the company’s activity

The construction of the Issuer’s and its Group’s organizational structure is based on separated departments: operations, sales, economic, administrative and personnel.

In May 2016 a unit responsible for internal audit i.e. Head of Internal Audit was created. As a result the Company started to apply this rule from May 2016.

 

III.Z.2. Subject to principle III.Z.3, persons responsible for risk management, internal audit and compliance should report directly to the president or other member of the management board and should be allowed to report directly to the supervisory board or the audit committee

In connection with adoption of new Rules of Procedure for the Management Board i.e. on 5 April 2016, risk system and compliance functions were assigned to Vice President of the Management Board, Financial Director, whereas internal audit was assigned to Vice President of the Management Board, Personnel Director. This rule is observed.

 

III.Z.3. The independence rules defined in generally accepted international standards of the professional internal audit practice apply to the person heading the internal audit function and other persons responsible for such tasks.

Compared to the recently published report, the rule is observed as the internal audit responsibility is assigned to Vice President of the Management Board, Personnel Director, who complies with the rule of independence.

 

IV.R.2. If justified by the structure of shareholders or expectations of shareholders notified to the company, and if the company is in a position to provide the technical infrastructure necessary for a general meeting to proceed efficiently using electronic communication means, the company should enable its shareholders to participate in a general meeting using such means, in particular through:

1) real-life broadcast of the general meeting;

2) real-time bilateral communication where shareholders may take the floor during a general meeting from a location other than the general meeting;

3) exercise of the right to vote during a general meeting either in person or through a plenipotentiary.

The recommendation is not applied with regard to sections 1 and 2 above. The articles of association and the Regulations of GM sessions of Impel S.A. do not provide for participation in GM using electronic communication means. In addition, the Issuer has no infrastructure to enable shareholders to exercise the right to vote using electronic communication means which would ensure technical and legal security of GM sessions. The Management Board believes that the current course of GM meetings held shows no need to provide real-life broadcast of the general meetings.

 

IV.Z.2. If justified by the structure of shareholders, companies should ensure publicly available real-time broadcasts of general meetings.

The Management Board believes that there is no need to provide real-life broadcast of the general meetings.

 

V.Z.6 In its internal regulations, the company should define the criteria and circumstances under which a conflict of interest may arise in the company, as well as the rules of conduct where a conflict of interest has arisen or may arise. The company’s internal regulations should among others provide for ways to prevent, identify and resolve conflicts of interest, as well as rules of excluding members of the management board or the supervisory board from participation in reviewing matters subject to a conflict of interest which has arisen or may arise.

Currently the Issuer has no internal regulations defining the criteria and circumstances, under which a conflict of interest may arise in the company, as well as the rules of conduct where a conflict of interest has arisen or may arise. The Company conducts work on designing a relevant internal regulation.

 

VI.Z.4.

In this activity report, the company should report on the remuneration policy including at least the following:

1) general information about the company’s remuneration system;

2) information about the conditions and amounts of remuneration of each management board member broken down by fixed and variable remuneration components, including the key parameters of setting the variable remuneration components and the terms of payment of severance allowances and other amounts due on termination of employment, contract or other similar legal relationship, separately for the company and each member of its group;

3) information about non-financial remuneration components due to each management board member and key manager;

4) significant amendments of the remuneration policy in the last financial year or information about their absence;

5) assessment of the implementation of the remuneration policy in terms of achievement of its goals, in particular long-term shareholder value creation.

 

In its activity report, the Company each year includes information about the remuneration of managing and supervising staff, in line with requirements referred to in Para. 91.6.17 of the Regulation of the Minister of Finance on current and periodic information (…).

 

 

  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 – Member 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 Innovation and Risk.

 

Independent assessment of reliability and correctness of the financial statements is provided by statutory auditors. The audit of the financial statements for 2016 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 – General Director of Business Process Outsourcing, analyse together the Company’s financial results against the budget assumptions.

Within the Impel Group’s there is internal audit, as a centrally operating organizational unit. Its functions are defined in Management Board’s Regulations and the Regulation of the President of the Management Board concerning the organizational structure.

 

The risk and compliance system were assigned to the competence of Vice President of the Management Board, Personnel Director.

 

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 2016 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.1

4,989,195

38,78

7,889,195

44,16

Trade Bridge Czechy a.s.2

2,907,593

22,6

5,007,593

28,03

Józef Biegaj

129,016

1

129,016

0,72

OFE PZU „Złota Jesień3

1,506,000

11,71

1,506,000

8,43

ALTUS TFI S.A. 4

1,020,333

7,93

1,020,333

5,71

 

 

  1. Nutis a.s. of Czech Republic is controlled by Mr Grzegorz Dzik – President of the Management Board of Impel S.A.
  2. Trade Bridge Czechy a.s. of Czech Republic is controlled by Mr Józef Biegaj, Member of the Supervisory Board of Impel S.A.
  3. To the best of  the Company’s knowledge.
  4. On 16 September 2016 the Company received notification of Altus Towarzystwo Funduszy Inwestycyjnych S.A. In it Altus stated it  exceeded the 5 % threshold in the total number of votes in the Company and disclosed the total number of shares.

 

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.

 

 

In 2016, 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 decision concerning issue or buyout of Impel S.A. shares rests with the competence of GM.

 

 

  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.

 

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 2016

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.

 

He has vast experience as an organizational advisor and a member of supervisory boards. He cooperated with companies including Telekomunikacja Polska, ITI, LPP, Beiersdorf, Asea Brown Boveri, Benckiser, Lasy Państwowe (National Forests) and numerous others in the scope of designing strategies, structure and organizational culture. He has gained wide experience in the activities of supervisory bodies of joint stock companies, i.e. Orlen SA, PZU S.A., Dwory S.A., Agora-Gazeta S.A., PGF S.A., and Ambra S.A. Currently he is a member of supervisory boards at Prochem S.A., Alior S.A. and LOOK Finansowanie Inwestycji S.A.

Mr Krzysztof Obłój graduated from the Main School of Planning and Statistics in Warsaw and obtained a PhD degree in Organisation and Management Theory at the University of Warsaw. In 1996 appointed Full Professor at the University of Warsaw.

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 the Supervisory Board

Since 2001, President of the Pracodawcy Rzeczypospolitej Polskiej (Pracodawcy RP, Polish Employers) organisation. Mr Andrzej Malinowski worked in governmental administration, performing, among others, the functions of Undersecretary of State at the Ministry of Internal Trade and Services and Undersecretary of State at the Ministry of Agriculture and Food Economy. In 1996, entrusted by the Prime Minister with the function of plenipotentiary for the organisation of the Ministry of Economy, where he then became the Secretary of State. The co-author of the concept and operational framework of the Ministry of Economy, which has been functioning according to this model till today. Member of the Polish Parliament, Deputy Chairman of the Foreign Economic Relations Commission. Performed managerial roles with commercial partnerships and companies. Member of the Polish parliamentary delegation to the Parliamentary Assembly of the Council of Europe. Chaired BIAC Polska - the Business and Industry Advisory Committee to the OECD. 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).

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

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

 

  • Piotr Urbańczyk – Member of the Supervisory Board

His banking career started in 1992 in Bank Zachodni S.A., (now operating under the name BZ WBK) where he worked for 6 years (of which the last 4 years as the Treasury Department Manager). In 1998-2000 he was Member of the Management Board of Lukas Bank S.A. As of 2002 he was Vice-President of the Management Board of Dominet Bank S.A. in charge of wide-ranging finance, accountancy, reporting and capital markets issues. The team he led conducted a number of innovative capital market transactions (in Polish reality), including the first in Poland securitization of regular credits, or a market issue of subordinated bonds. Between 2007 and 2009 he worked for the Fortis Financial Group. In 2009 - 2015 he was Member of the Board of Meritum Bank ICB SA.

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.

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

Social activist and a founder of numerous non-profit organizations including the Friends of Integration Association (1995) and the Integration Foundation (1997), which run comprehensive and professional activities to improve the quality of life of the disabled.

Founder and Editor-in-chief of the Integracja magazine and www.niepelnosprawni.pl web portal. 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.

 

Piotr Pawłowski received the Order of Polonia Restituta, the Andrzej Bączkowski Award, the Totus Award, Medal of the Commission of National Education, Medal of Wacław Szubert awarded by the Polish Academy of Sciences, and well as Awards of the Ombudsman and the Ombudsman for Children. An Honorary Citizen of Gdynia City.

Piotr Pawłowski is a teacher and philosopher by education.

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

 

  • Edward Laufer - Member of the Supervisory Board

Since 1 July 2007 President of the Management Board of Vantage Development S.A.

In the 90s, Director at the Agency for Ownership Transformation in Wałbrzych and Director at one of the branches of Invest Bank S.A. In 1993-1999 Edward Laufer ran his own business activity, providing the consulting services for enterprises in the field of the organisation and running of business activity, restructuring, drawing up of business plans, acquisition of capital and financing of development. Made valuations of companies and verified such measurements and supported companies in their negotiations related to restructuring, transformation and merger processes. Since 1999 involved with the Impel Group, occupying subsequently the positions of Director of the Management Board's Office, Owner's Supervision Director, Economic Director, Economic and Administrative Director and from April 2000 to June 2007 performed the function of Member of the Management Board. While working for Impel S.A. Edward Laufer organised the owner's supervision for the organisation composed of numerous undertakings, took part in the restructuring of the Impel Group and contributed to the preparation and admission of the shares of Impel S.A. into the WSE. Participated in the processes of negotiating acquisitions and disposals of companies, supervised the acquisition of financing for the Impel Group undertakings, managed the process of spinning off Impel Cleaning Sp. z o.o. from Impel S.A., supervised the completion of a number of function decentralisation processes in the Impel Group (finance, accounting, administration, procurement, legal service).

Edward Laufer graduated from the Wrocław University of Environmental and Life Sciences and obtained post-graduate degrees at the Warsaw School of Economics, majoring in company value management, and at the Wrocław University of Economics, majoring in finance and banking.

Mr Edward Laufer has been a member of the Supervisory Board of Impel S.A. since 29 June 2013.

 

  • Józef Biegaj - Member of the Supervisory Board

Co-founder and main shareholder of Impel S.A.

In 1999-2001 Member of the Supervisory Board of Impel S.A. President of the Management Board of Impel Security Polska Sp. z o.o. from 2001 to 2005. From 2005 until 28 June 2014 he was Vice President of the Management Board of Impel S.A. for trade&commerce.

 

As of 2007, Mr Józef Biegaj has had a seat in the Supervisory Board of Vantage Development S.A. and Impel Safety SA (since 2013). As of 2011, Chairman of the Supervisory Board of Impel Volleyball S.A. Since 2013. As of 2012, Member of the Council of the Młoda Gwardia Foundation.

 

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.

 

Member of the Supervisory Board of Impel S.A. as of 11 August 2014.

 

In 2016 meetings of the Supervisory Board were held regularly, with participation of selected members of the Management Board. The Board held 4 meetings and adopted 18 resolutions including 5 circular resolutions

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 2016, the Supervisory Board focused on the issues significant to the activities of Impel S.A. and the Group. The Supervisory Board appointed members of the Management Board for new terms of office. At its meeting the board discussed the issues of priorities for 2016, as well as updates mission and vision of the Group for 2016-2018. The Supervisory Board, among others positively assessed the financial statements of the Impel Group for 2016. The agenda of the Board’s meeting also included situation on the market, map of risks for 2016, HR policy within the Group, discussion on results of the Impel Group, changes in legal regulations relating to Art. 22 of the art. 22 of the Act on occupational and social rehabilitation and employment of disabled people. Another issue raised was the question of dependence of public subsidies on the financial standing of a company (Directive of the European Commission No. 651/2014 dated 17 June 2014.

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 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. Authorizations and competences of members of the Audit Committee are listed in Para. 390.1 of the Code of Commercial Partnerships. 

The Committee was appointed in 2015 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 2016 the Audit Committee:

  1. held meetings with an auditor to discuss the course of the annual audit for 2015, as well as annual and semi-annual review results,
  2. evaluated the Management Board report on its activities within Impel S.A. and the Group, as well as the financial statements of Impel S.A. and the Impel Group for 2015 the auditor’s conclusions,
  3. assessed the standing of Impel S.A., taking into account systems of internal control, risk management, compliance and internal audit,
  4. evaluated the way Impel S.A. complies with reporting obligations with regard to observance of corporate governance, referred to in the WSE Regulations and the regulations concerning current and periodic information published by issuers of securities.
  5. prepared a report on the activities of the Supervisory Board’s Audit Committee in 2015.

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 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.

On 4 October 2016, the Management Board appointed Ms Barbara Głogowska-Walenciak as an independent (commercial) proxy pursuant to Para. 371.4 of the Code of Commercial Partnerships and Companies.

 

Issues specified in the Regulations of the Management Board, approved by the Supervisory Board on 11 May 2016 are regulated by way of resolutions adopted by the Management Board. These issues include in particular:

 

  1. Approval of strategic objectives of the Group, strategies for their achievement as well as supervision of their completion.
  2. Approval of strategic objectives of the business units and the companies which are not part of the business units.
  3. Adopting the organizational structure for the Company and the Group.
  4. Adopting 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 plans of organizational units of the Impel Group.
  6. Managing proceeds from public issues of Company shares.
  7. Incurring liabilities or disposing of property rights of gross value over PLN 500,000
  8. Undertaking tasks whose total gross value may exceed PLN 500,000.
  9. Executing contracts for provision of services of a net monthly value in excess of PLN 500,000.
  10. Taking decisions regarding commencement of operations in new areas of business activity by the Company or its subsidiaries, and approving the relating financial plans
  11. Taking a decision on winding up operations in currently pursued areas of business activity by the Company or its subsidiaries.
  12. Commencing new investment by the Company or its subsidiaries in excess of PLN 500,000, and approving the relating financial plans
  13. Granting loans or other sureties or securities by the Company or its subsidiaries to other entities, except for:
    1. loans and sureties for up to PLN 500,000;
    2. loans 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;
    3. Loans from the Company's Social Benefits Fund (ZFŚS) or the Company Fund for the Disabled (ZFRON).
  14. approval for incorporation of a new company; acquisition or disposal of new shares in other companies, including transfer of shares in partnerships, retirement of shares, division, merger or transformation by the Company or its subsidiary.
  15. Adopting positions on granting approval for disposal or lease of direct subsidiary's enterprise or its organized part and establishing a limited right in rem.
  16. Convening of annual and extraordinary General Shareholders Meeting.
  17. Approval of the Company's financial statements and the Group's consolidated financial statements of the Group.
  18. Proposing distribution of profit or coverage of loss.
  19. Other issues raised by the Management Board at the General Shareholders Meeting.
  20. Granting authorization for supervision over subsidiaries.
  21. Adopting positions on approval of Directors' Reports, balance sheets and profit and loss accounts of the direct subsidiaries for the financial year.
  22. Adopting positions on approval of distribution of profit or coverage of loss in direct subsidiaries
  23. Adopting positions on approval of distribution of profit or coverage of loss in direct subsidiaries.
  24. Creating reserve funds, capital reserve and earmarked funds in the Company and at the direct subsidiaries.
  25. Approval of motions to the Supervisory Board concerning disposal or acquisition of real estate or interest in real estate.
  26. Giving consent to acquisition or disposal of shares in companies by a direct subsidiary.
  27. Adopting positions on approval of amendments  to the direct subsidiaries’ articles of association.
  28. Adopting positions on restricting competences of management boards of direct subsidiaries.
  29. Approval of the Company's giving of donations.

 

 

The President of the Management Board – General Director shall be responsible for operating, trade and marketing activities, in particular:

 

  1. co-coordinating and organizing work of the Management Board,
  2. creating, monitoring and updating the strategy of the Impel Group, including FM and BPO product areas; supervision of implementation of the Group’s strategy and determination of the Group’s strategic goals
  3. issuing internal regulations
  4. owner’s management of the of the Group of subsidiaries in their organization structures
  5. management of payroll and incentive systems at the sales and operational department based on EVA and BSC
  6. ensuring cooperation among the Group’s companies, specifically seeking projects improving effectiveness at the sales and operational departments
  7. setting sales targets
  8. shaping for sales support, organization and standardization of sales processes within the Impel Group
  9. management of the Group’s companies brands
  10. supervising the innovation process management with respect to improvement of the functional processes, including management at the Group
  11. management of the product portfolio of the Group
  12. supervising the optimization of the applied technologies - supervising management of relations with prospective and current customers of the Group
  13. supervising marketing support for activities of the business units
  14. supervising market research and analyses and dissemination of the results
  15. supervising advertising and sales promotion activities
  16. supervising the management of the innovation process with respect to new products and new economic activities
  17. supervising the management of the process of capital investments and disinvestments
  18. supervising the security information within the Impel Group

 

 

Vice President of the Management Board – General Director in charge of sales provision of Facility Management (FM):

  1. FM market expansion strategy
  2. determination of the scope of products and sales methods, specifically integrated offer for customers, and optimal return on engaged capital
  3. setting sales targets, supervision of sales performance as well as marketing support
  4. provision of FM services, especially with IT application for external customers
  5. supervising the operational performance, including efficiency, quality of rendered services as well as implementation of targets in new sales area
  6. provision of supporting services for the Group with regard FM
  7. IT and delivery automation services offers for customers
  8. cooperation and designing and implementation HR and payroll and incentive policies of the Group
  9. owner’s management of the Group of subsidiaries in their organization structures
  10. ensuring cooperation among the Group’s companies, specifically seeking projects improving effectiveness of functioning of the Group

 

Vice President of the Management Board – General Director for Business Process Outsourcing (BPO) in charge of sales and delivery of services based on IT applications, specifically:

 

  1. BPO market expansion strategy
  2. determination of the scope of products and sales methods, specifically integrated BPO offer for customers, and optimal return on engaged capital
  3. setting sales targets for BPO, supervision of sales performance as well as marketing support
  4. provision of BPO services, especially with IT application for external customers
  5. supervising the operational performance, including efficiency, quality of rendered services as well as implementation of targets in new sales area
  6. provision for the Group services including IT, accounting, keeping books, budgeting, controlling, tax consulting and HR support; improving the services particularly by implementation projects streamlining process and cost efficiency
  7. IT and delivery automation of BPO services offers for customers
  8. designing the budget for the Group in FM and BPO service areas and the consolidated budget for the Group as well as supervision over budget discipline
  9. internal control system
  10. designing and improving, as well as delivery of management information to the Management of the Group; supervision of its optimal use
  11. cooperation and designing and implementation HR and payroll and incentive policies of the Group
  12. owner’s management of the Group of subsidiaries in their organization structures
  13. ensuring cooperation among the Group’s companies, specifically seeking projects improving effectiveness of functioning of the Group

 

Vice President of the Management Board – Finance Director in charge of finance and administration of the Group, and in particular:

 

  1. creating and supervising the economic and financial policy ensuring the financial liquidity and growth capability of the Company and the subsidiaries; acquiring project UE funds
  2. administrative area including invoicing
  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 Treasury on account of taxes and other public tax burdens (except for burden provided for in 7.12)
  6. supervising transactions between the Group companies
  7. supervising collection of debt/receivables payable to the Group companies
  8. supervising management of purchases as well as logistics of their deliveries to the Group companies
  9. supervising formal and legal aspects of the Group companies
  10. supervising legal support of the Group companies
  11. supervising public relations activities of the Group
  12. supervising relations with investors (shareholders), the Stock Exchange, the Polish Financial Supervision Authority, and other participants in the public market
  13. risk management system
  14. compliance with law and internal regulations
  15. owner’s management of the Group of subsidiaries in their organization structures
  16. ensuring cooperation among the Group’s companies, specifically seeking projects improving effectiveness of functioning of the Group
  17. supervising the process of acquiring, managing and settlement of public subsidies relating to (except those listed in 7.13) conditions of obtaining such support..

 

Vice President of the Management Board – Personnel Director in charge of staff support area, specifically:

 

  1. Recruitment
  2. HR and payroll
  3. Payroll and incentive systems
  4. Systems for periodic evaluation of staff
  5. Quality management processes and systems
  6. Internal audit
  7. Development of staff competence, their career and succession schemes
  8. supervising the performance of the role of the Company employer as defined by the Labour Code, and performance of that function in the Group’s companies
  9. supervising maintenance of the status of Sheltered Employment Facility (ZPChr) by the Company and performance of that function in the Group’s companies
  10. supervising Safety-at-Work service
  11. supervising performance of systems
  12. supervising the settlement of public charges resulting from Personal Tax Act and Social Security Act
  13. supervising the process of acquiring, managing and settlement of public subsidies relating to employment of disabled persons
  14. support for State Labour Inspection
  15. owner’s management of the Group of subsidiaries in their organization structures
  16. ensuring cooperation among the Group’s companies, specifically seeking projects improving effectiveness of functioning of the Group

 

Changes in the Management Board of Impel SA

 

On 24 February 2016, Ms Danuta Czajka resigned from the position of Member of the Management Board, effective from 29 February 2016.

 

In addition, on 26 February 2016 the Supervisory Board of the Company appointed into the Management Board as from 1 March 2016 Ms Monika Chudobska, Mr Bogdan Dzik and Mr Jakub Dzik.

On 13 June 2016 the General Meeting appointed Mr Grzegorz Dzik to the position of President of Impel S.A. for another 3-year term of office. 

Also on 13 June 2016, due to expiry of Management Board member, the Supervisory Board of Impel S.A. appointed Mr Wojciech Rembikowski into the composition of the Management Board of Impel S.A. for another 3-year term of office. Mr Wojciech Rembikowski will continue his duties as Vice-president, Financial Director.

 

 

Composition of the Management Board as at 31 December 2016:

 

Grzegorz Dzik – President of the Management Board

 

The creator and main shareholder of Impel S.A. In 1999-2004 Chairman of the Company's Supervisory Board. As from 5 January 2004, President of the Management Board of Impel S.A.

He has a seat in the Supervisory Boards of Vantage Development S.A., TIM S.A. and Climbex S.A.

An activist promoting economic environments. In 1998-2012 President, and as from September 2012, Chairman of the Board of the Western Chamber of Commerce, the Sponsor of the Gryf Economic Prize, actively supporting Polish companies and promoting the economic partnership with Ukraine. In 2002-2005, Vice-President of the Confederation of Polish Employers. In 2009, Mr Grzegorz Dzik was appointed Honorary Consul of Ukraine.

Actively involved in social and charity activities. Since 2006, Chairman of the Board in the Foundation "Help Children Suffering from Cancer", involved in its activities since 1998. An active initiator of the construction of the Przylądek Nadziei (Cape of Hope) Clinical Hospital for Children. Member of the Board of Trustees at the Academic Clinical Hospital in Wrocław since 2000. In 2003, Mr Grzegorz Dzik was appointed by Jan Nowak-Jeziorański Council Member of the College of Eastern Europe. Since 2012, Chairman of the Board of the Młoda Gwardia Foundation.

The laureate of prestigious awards and distinctions. Mr Grzegorz Dzik graduated from the Faculty of Civil Engineering at the Wrocław University of Technology.

 

 

Bogdan Dzik – Vice-President of the Management Board – General Director of FM

 

 

Mr Bogdan Dzik began his career at the Impel Group as a sales specialist in 1992. He was then Marketing Specialist, Head of Marketing Department, and then Head of Marketing Division. In 1998 He was Manager of Service Department. In 1999 He was appointed to the Management Board of Impel S.A., where in 2000 – 2006 he was its President. In 2003 he introduced the Company into the Warsaw Stock Exchange. In 2006 he was appointed President of Impel Cleaning Sp. z o.o. concurrently, he was also President of Business Unit 1 grouping companies providing services in Facility Management segment. In 2016 appointed as Vice-President of the Management Board – General Director, remaining on the Management Board of Impel Cleaning Sp. z o.o. He manages FM Segment comprising of over 30 companies of the Impel Group. Mr Bogdan Dzik is Member of Vantage Development SA  Supervisory Board.

Mr Bogdan Dzik graduated from Wrocław’s Mining Department.

 

 

Wojciech Rembikowski - Vice-President of the Management Board – General Financial Director

 

With Impel since 1995. As of 1999, the Company's Financial Director and as from 2007, Vice President of the Management Board of Impel S.A. As of 2011, Member of the Supervisory Board of Impel Volleyball S.A. 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.

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.

 

 

Monika Chudobska - Vice-President of the Management Board – Personnel Director

 

Ms Monika Chudobska has been with the Impel Group since 2000. She gained experience  as Head of Directors Office, she was then President of the companies: Seiso Sp. z o.o. (cleaning services), Impel Airport Partner Sp. z o.o. (handling services). As from 2006 she worked as Administration Director, and now as Personnel Director. Ms Monika Chudobska graduated from Law, Administration and Economy of the Wrocław University

 

 

Jakub Dzik -  Vice-President of the Management Board – General Director for Business Process Outsourcing (BPO)

 

Mr Jakub Dzik in 2007-2008 was employed at the law office Jerzy Dereń. In 2008 he was appointed President of the Management Board of Mobile Technology Sp. z o.o. Since 2009, employed at Impel S.A., first at the legal department office, then at the operations division. In 2009-2013 he was Member of the Impel SA Supervisory Board. As of 2013 he was appointed Vice-president of Impel Security Polska 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.
S.A.
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.

Mr Jakub Dzik is Member of Vantage Development S..A  Supervisory Board and Gwarant Agencja Ochrony