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STATEMENT ON THE APPLICATION OF CORPORATE GOVERNANCE BY IMPEL S.A. IN 2019

 

The statement meets the requirements specified in §70 sec. 1 point 5 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodical reporting by issuers of securities and the conditions under which the information legally required by a non-member state is regarded as equivalent (Journal of Laws, 2018 item 757, as amended). Submitting this report also fulfils the provision of § 29 sec. 5 of the Rules of Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange).

 

1. The set of corporate governance rules which apply to Impel S.A. and locations where the text of the set of rules is publicly available.

Since 2016, Impel S.A. has been subject to the corporate governance rules specified in the document “Good Practices of Companies Listed at WSE 2016” introduced in resolution No. 26/1413/2015 of WSE Council of 13 October 2015. The Company submitted for public information the report on the application of new good practices and published on its website, according to the requirements of rule I.Z.1.13, the information on the status of the Company’s application of recommendations and rules included in DPSN 2016.

 

2. Waiving the provisions of the set of the rules of Good Practices for Companies listed at WSE 2016.

In 2019, Impel S.A. applied the rules of Good Practices of Companies listed at WSE, referred to in point 1, except for:

Rule I.R.2. If a company conducts sponsoring, charity, or other operations with similar character, it includes in its annual report on operations the information on the policy conducted in this respect.

Due to the existing information policy and trade secrecy, the Company will not disclose the details of its sponsoring activity (from March 2018, the statement on the non-financial information of IG for 2017, which is an obligatory element of the annual report published at WSE, the Company publishes general descriptions of charity activities and the total amount spent for charity purposes).

The Company operates a corporate website and publishes in it, in a legible form and in a separate place, apart from the information required under the applicable regulations:

I.Z.1.16.  information on the planned broadcast of the general meeting – not later than within 7 days before the date of the general meeting,

The Company does not broadcast the general meetings.

I.Z.1.20. recording of the general meeting, in audio or video form,

The Company does not record the general meeting using any audio-visual means.

II.Z.2. Participation of the members of the management board in management boards or supervisory boards of companies from outside of the group requires an approval from the supervisory board.

The Supervisory Board has information on the participation of the members of the Company’s Management Board in management boards or supervisory boards of companies from outside of Impel Group. Serving in the Management Board functions of Impel S.A. is the main area of the professional activity of its Members.

II.Z.8. The Chairman of the audit committee meets the independence criteria indicated in rule II.Z.4.

The Chairman of the Audit Committee of the Issuer’s Supervisory Board does not meet the independence criteria, Referred to in rule II.Z.4, due to the fact that he has served in his function in the Issuer’s Supervisory Board for more than three terms. According to the Issuer, this fact does not influence the actual independence and performing the Committee’s duties. The Chairman of the Audit Committee remains independent, according to the definition of independence specified in the Act on chartered auditors, auditing firms and public supervision of 11 May 2017.

Apart from the activities required under the applicable regulations, once a year, the supervisory board presents the ordinary general meeting with:

II.Z.10.4 Assessment of rationality of the policy conducted by the company, referred to in recommendation I.R.2, or information on the absence of such a policy.

The Supervisory Board will present the OGM with an overall assessment of the Company’s position, referred to in rule II.Z.10.1, without focusing on preparing assessments of selected areas of operations.

III.R.1. The Company separates in its structure entities responsible for delivery of tasks in the individual systems or functions, unless separating the organisational units is not justified due to the size or type of activity conducted by the company.

The Company has a separate organisational unit responsible for internal audit,. i.e. Internal Audit Director.

Separating individual organisational units responsible for delivery of tasks with regard to all internal systems and functions is not justified.

IV.R.2. If it is justified due to the shareholding structure or the expectations of shareholders notified to the company, if the company is able to provide the technical infrastructure required for conducting the general meeting efficiently using the means of electronic communication, it should enable shareholders to participate in the general meeting using such means, in particular through:

1) broadcasting the general meeting in real time,

2) two-way communication in real time, as part of which the shareholders may talk during the general meeting wile staying at a place other than where the general meeting takes place,

3) exercising, in person or through a proxy, of voting right during general meeting.

The recommendation is not applied with regard to point 1) and 2). The Articles of Incorporation and the Rules of the General Meeting in Impel S.A. do not provide for the possibility of participation in the General Meeting by means of electronic communication. In addition, the Issuer does not have the infrastructure to allow exercising voting rights through electronic communication means that would guarantee technical security and legal security of servicing the Meetings. According to the Management Board of the Company, the current course of General Meetings does not indicate the need to transmit Meetings in real time.

IV.Z.2. If it is justified due to the structure of shareholding, the company ensures generally available broadcasting of the general meeting in real time.

According to the Management Board of the Issuer, the current course of General Meetings does not indicate the need to transmit Meetings in real time.

V.Z.6 In internal regulations the Company specifies the criteria and circumstances in which there could be a conflict of interests, and the rules of conduct in the event of a conflict of interests, actual or potential. The internal regulations of the company take account of methods of preventing, identifying, and solving conflict of interests, as well as the rules of excluding a member of the management board or supervisory board from participation from handling a case that has, or has a potential of conflict of interests.

The Issuer currently has no internal regulations specifying the criteria and circumstances in which there could be a conflict of interests in the Company, it also has no rules of conduct in the event of a conflict of interests, actual or potential, in place.

VI.Z.4. In the report on operations, the company presents a report on the policy of remuneration, containing as a minimum:

1) general information on the system of remuneration adopted in the company,

2) information on the terms and amount of remuneration of each member of the management board, split into fixed and variable components of remuneration, indicating key parameters for determining the components of variable remuneration and rules of severance pay and other payments related to termination of employment, order or other legal relationship of a similar nature – separately for the company and each unit entity in the group,

3) information on the non-financial components of remuneration due to individual members of the management board and key managers,

 

4) indication of significant changes in remuneration policy during the last financial year, or information about their absence,

5) assessment of the functioning of remuneration policy from the perspective of achieving its objectives, in particular long-term growth in shareholder value and stability of the company's operation.

 

Each year, the company presents information on the remuneration of persons managing and supervising in the report on operations in line with the requirements of §70 sec. 7 point 17 of the Regulation of the Minister of Finance on current and periodic information (...).

In accordance with the requirements set forth in Chapter 4a of the Act on public offering and terms of introducing financial instruments to organised trade and on public companies dated 29 July 2005, the Management Board is in the process of developing the Remuneration Policy, which will be adopted by the General Shareholders Meeting and published on the Company's website within the statutory deadline.

 

3. Description of the main features of internal control and risk management systems used in Impel Group in relation to the process of preparing consolidated financial statement.

The Corporate Management of Impel Group is responsible for the Group's internal control and risk management system and its effectiveness in the process of preparing financial statements (standalone and consolidated) and periodic reports prepared and published with regard to companies whose shares are listed on Warsaw Stock Exchange.

The process of preparing financial statement is based on internal procedures regulating this process, mechanisms of managing IT systems used for posting and financial reporting, the rules of supervising the preparation of financial statements, rules of verifying and assessing reports, and corporate risk management. The main regulations and mechanisms in this respect include:

  • Implementing the International Financial Reporting Standards ("IFRS") and the Accounting Act in the scope not regulated by IFRS),
  • Applying uniform accounting rules for Impel Group with regard to valuation, recognition, and disclosures in accordance with International Financial Reporting Standards and applying uniform templates of consolidation packages,
  • Applying procedures for closing reporting periods in SAP ERP,
  • Adjustment to the requirements of preparing financial statements and consolidated financial statements specified in the Regulation of the Minister of Finance on current and periodical reporting by issuers of securities and the conditions under which the information legally required by a non-member state is regarded as equivalent,
  • Regular reviews and audits of the published financial statements by a chartered auditor,
  • Reviews and verifying the correctness of financial statements by the Audit Committee of the Supervisory Board.

Preparing financial statements is the responsibility of finance-administration division headed by the Finance Director - a Member of the Management Board. Accounts of the individual Group companies are mostly kept by Impel Business Solutions Sp. z o.o., which provides accounting/bookkeeping services to Impel S.A. and other Group companies. Accounts are kept in an integrated IT system, according to consistent rules in line with the accounting policy applicable in the Group. When preparing the financial statements, a uniform tool format is required, which is also used for tax calculation (CIT and VAT). Depending on the type and value of the transaction, the double (and in come cases triple) control of posting economic transactions and accounting procedures uniform for posting same economic transactions.

Reporting packages are verified by auditors examining Group companies. Financial statements of Group companies are drawn up by their chief accountants, consolidated financial statements – by the Consolidation Director.

Independent assessment of reliability and correctness of the prepared financial statements is done by chartered auditors and Audit Committee. Deloitte Audyt Polska Sp. z o.o. S.K. was selected to audit the financial statements of the key Impel Group companies and the consolidated financial statement for 2019. The audit covered in particular adequacy of financial data and the scope of required disclosures. The results of audits are reported to the Finance Director – Vice-President of the Management Board of Impel S.A., Audit Committee, and then the Supervisory Board of the Company.

The financial statements of Group companies are approved by the Shareholders Meetings / General Shareholders Meetings of those companies. The financial statements of Impel S.A. and the Group are approved by the Management Board of Impel S.A., and are also subject to the opinion from the Supervisory Board of the Company. The approved documents are published, according to the applicable rules, according to the calendar of periodic reports approved on an annual basis by the Management Board of Impel S.A.

Business Tax Professionals Sp. z o.o. S.K. is a part of Impel Group, dealing with the supervision of the delivery of the tax strategy of the Group and its adjustments to the current needs, performing tax audits of the Group’s tax risks, supervises the delivery of transfer pricing policy in the Group and takes other actions resulting from the above strategy.

Strategies and long-term business plans are reviewed twice a year in Impel Group. The annual budget prepared for the next year is approved by the Corporate Management of Impel Group and presented to the Supervisory Board of the Company. During the year, the Management Board analyses the current financial results, comparing them to the adopted budget and using the management reporting applied in the Group. The mid- and high-level management in the controlling and administration division, under the supervision of the Vice-President of the Management Board – the Director of Controlling and Administration at IG, after closing the books for each calendar month jointly analyse financial results of the Company in comparison to the budget projections.

 

4. Shareholders directly or indirectly holding significant packages of Impel S.A. shares

The list of shareholders holding, as at 31 December 2019 and as at the date of drawing up this report, directly and indirectly material packages of shares of the Company is presented in the table below:

 

Shareholder

Number of shares

Stake in the share capital

(in %)

Number of votes

Share in total number of votes

(in %)

Nutit a.s. 1)

5 089 195

39.56%

7 989 195

44.72%

Trade Bridge Czechy a.s. 2)

3 036 609

23.60%

5 136 609

28.75%

OFE PZU Złota Jesień

1 506 000

11.71%

1 506 000

8.43%

Fedha Sp. z o.o.   1)

1 187 739

9.23%

1 187 739

6.65%

Other stockholders

2 045 634

15.90%

2 045 634

11.45%

 

The changes in relation to shareholders holding material packages of shares, including information on the changes in the shares held by persons managing and supervising Impel S.A. are described in Chapter VII point  and 9 of this report.

 

5. Holders of any securities entitling to special control rights, including description of these rights.

None of the holders of securities issued by Impel S.A. has special control rights in relation to the Company.

Each share of the Company entitles to one vote, with the reservation that 5,000,000 C-series shares in Impel S.A. are preference registered shares in the way that one share entitles to two votes at the GM of the Company. In addition, if the General Meeting sets an odd number of Supervisory Board members, 3, 4, or 5 Members of the Supervisory Board (as appropriate, if the General Meeting sets the number of Supervisory Board members to 5, 7 or 9 members) including the Chairman, are appointed and dismissed by shareholders holding C-series preferred series shares. And if the General Meeting sets an even number of Supervisory Board members, half of the Supervisory Board members, including the Chairman, are appointed and dismissed at the General Shareholders Meeting by the absolute majority of votes under C-series preference registered shares, by shareholders holding privileged C-series registered shares. The remaining members of the Supervisory Board are appointed and dismissed by the General Meeting.

 

As at the date of drawing up this report, preferred registered C-series shares represent 38.86% of the Company’s share capital and 55.97% of the overall number of votes at the GM. The above shares are held by Nutit a.s. and Trade Bridge Czechy a.s. with registered offices in the Czech Republic (entities controlled by Mr Grzegorz Dzik and Józef Biegaj). The rules of selling them are regulated by §7 of the Articles of Incorporation of Impel S.A.

 

6. Restrictions regarding exercising voting rights.

There are no restrictions with regard to exercising voting rights under shares of Impel S.A.

7. Restrictions regarding transferring ownership title to securities.

5,000,000 preference registered C-series shares in Impel S.A. are subject to restrictions of selling. The rules of selling these shares are regulated by § 7 of the Articles of Incorporation of Impel S.A., according to which a shareholder must notify the Company’s Management Board of the intention to sell them. The pre-emptive right to buying those shares is due to the remaining shareholders holding preference shares.

The pre-emptive right can be exercised by the shareholders by submitting to the Management Board a written statement on the intention to buy them. If several shareholders with preference registered shares submit the statement, they exercise their right pro rata to the number of already held preference registered C-series shares.

If after the above procedure is exhausted and there are still shares not bought by the entitled shareholders, the Management Board may indicate other shareholders in the Company, who will pay the price set for the shares. If no buyer is indicated or if the buyer indicated by the Management Board does not pay the price set for the shares, the shareholder may freely sell preference registered C-series shares.

 

8. Method of operating the General Meeting, its basic rights and description of the rights of shareholders and the method of exercising them.

The General Meeting in Impel S.A. acts based on the regulations of the Code of Commercial Companies, the Company’s Articles of Incorporation, and the Rules of the General Meeting in Impel S.A. The following cases require Resolutions of the General Meeting:

  1. analysing and approving the Management Board report on the Company’s operations and the financial statement for the previous financial year;
  2. adopting the resolution on the distribution of profit or covering losses;
  3. discharging the members of the Company’s bodies of their duties;
  4. establishing the rules of remuneration for the members of the Supervisory Board;
  5. amending the Company’s Articles of Incorporation;
  6. increasing or decreasing the share capital;
  7. merging or converting the Company;
  8. dissolving or liquidating the Company;
  9. issuing convertible bonds or bonds with pre-emptive rights,
  10. writing off shares;
  11. creating special purpose funds;
  12. approving sale or lease of the company or its organised part and establishing use or other limited property rights over it;
  13. all decisions concerning claims for remedying damages caused while establishing the Company or exercising its management or supervision;
  14. adopting the rules of General Meeting;
  15. approving the rules of the Supervisory Board.

 

The General Meeting is convened in an announcement on the Company's website and in a method specified for the submission of current reports in accordance with the rules of public offering and conditions for introducing financial instruments to the organised trading system and on public companies. The announcements are made at least twenty-six days in advance of the date of the General Meeting.

Extraordinary General Meeting is convened by the Management Board of the Company on its own initiative or at a written request of the Supervisory Board, shareholder, or shareholders representing one-twentieth of share capital. Convening the Extraordinary General Meeting on request of the Supervisory Board of shareholders representing one-twentieth of share capital should take place within two weeks of submitting such a request.

 

The Supervisory Board may convene an Ordinary General Meeting if the Management Board of the Company does not convene it within the deadline indicated in the Articles of Incorporation and an Extraordinary General Meeting if it deems it appropriate. The right to convene an Ordinary General Meeting if the Management Board of the Company does not convene it within the deadline indicated in the Articles of Incorporation, is also due to the shareholders representing one-fifth of the Company’s share capital.

Shareholders representing at least half of the share capital or at least half of the total votes in the Company may convene an Extraordinary General Meeting and appoint the chairman of this meeting.

A shareholder of the Company holding bearer shares has the right to participate in the General Meeting of the Company if sixteen days prior to the date of the General Meeting (the day of registration of participation in the general meeting) he/she is a shareholder in the Company, i.e. his/her shares are registered on his/her securities account and not before the announcement of the General Meeting and not later than the first business date after the day of registration, he/she filed a request for issuing a personal certificate of the right to participate in the Extraordinary General Meeting in the entity keeping the securities account in which the shares in the Company are registered.

A shareholder of the Company holding registered shares has the right to participate in the General Meeting of the Company if sixteen days prior to the date of the General Meeting (the day of registration of participation in the general meeting) he/she is a shareholder in the Company, i.e. his/her shares are registered on his/her securities account and not before the announcement of the General Meeting and not later than the last business date before the day of registration, he/she filed a request for issuing a personal certificate of the right to participate in the Extraordinary General Meeting in the entity keeping the securities account in which the shares in the Company are registered, the request to issue a deposit certificate confirming holding shares on the date of registration and submitted this certificated to the Company 7 days before the date of the General Meeting at the latest.

In the General Meeting, also Management Board Members and Supervisory Board Members can participate and other persons, if provided for in the law. The Management Board may also invite guests and experts to participate in the General Meeting as observers.

Shareholder or shareholders representing at least one-twentieth of the share capital is entitled to request specific matters to be included in the agenda of the General Meeting. The request should be notified to the Management Board of the Company not later than 31 days before the date of the Extraordinary General Meeting. The request should contain rationale or draft resolutions relating to the proposed agenda item.

The General Meeting may adopt resolutions only related to matters included in the agenda, unless the entire share capital is represented at the General Meeting, and none of the present objected to adopting a resolution.

Shareholder or shareholders representing at least one-twentieth of the share capital may, before the date of the General Meeting, submit to the Company in writing or via electronic communication means draft resolutions related to the matters introduced to the agenda of the General Meeting or matters that are to be introduced to the agenda. The Company immediately announces draft resolutions on its website.

Each Participant of the General Meeting may, during the General Meeting, submit draft resolutions regarding matters included in the agenda and propose amendments and supplements to draft resolutions included in the agenda of the General Meeting - until the discussion on the agenda item including the draft resolution to which the proposal applies is closed. Those proposals, including a short rationale, be submitted in writing – separately for each resolution – stating full name of the person submitting the proposal, to the Chairman.

The resolutions are adopted by ordinary majority of votes, unless the Articles of Incorporation or the applicable regulations provide for stricter requirements for adoption of a given resolution. For the resolutions of the General Meeting to become valid, the presence of shareholders representing at least 30% of the share capital is required. Voting on resolutions is open, except in situations specified in art. 420 of the Code of Commercial Companies, i.e. at elections and on motions to dismiss members of the Company's bodies or liquidators, on motions to hold members of the Company's bodies or liquidators liable, as well as in personal matters and at the request of at least one shareholder present or represented at the General Meeting. Resolutions on material change in the core business of the Company are always adopted in a roll call vote.

The Participants of the General Meeting have the right to object against a decision of the Chairman in relation to housekeeping matters. In the case of an objection, the General Meeting makes a decision on or upholding or revoking the decision of the Chairman.

A Participant of the General Meeting has the right, in each agenda item and in each housekeeping matter, to one speech and one reply. The Chairman may limit the time of the speech to 5 minutes, and the time for a reply to 3 minutes.

In 2019, the General Meeting in Impel S.A. convened once, i.e.: Ordinary General Meeting on 17 June 2019. The General Meeting was convened on the own initiative of the Company’s Management Board. Meetings were not cancelled or interrupted. The meetings were attended by the Members of the Management Board and Supervisory Board of the Company, when their presence was necessary for giving a reply to shareholders’ questions. All resolutions adopted by the General Meetings were published as current reports on the Company’s website, in tab Investor Relations.

 

9. Description of amendment to the Articles of Incorporation of Impel S.A.

Amending the Articles of Incorporation in Impel S.A., according to § 27 point 1.5 of the Company’s Articles of Incorporation, lies within the discretions of the General Meeting in Impel S.A. An amendment of the Articles of Incorporation may be adopted by the General Meeting by the majority of three-fourth of votes. In the case of an intended amendment of the Articles of Incorporation, the announcement on convening the General Meeting quotes the existing provisions, and the wording of the designed amendments. If it is justified by a material scope of changes, the announcement contains the draft of the new consolidated text of the Articles of Incorporation including the list of new or amended provisions of the Articles of Incorporation.

In the resolution amending the Articles of Incorporation, the General Meeting may authorise the Supervisory Board to establish the consolidated text of the amended Articles of Incorporation or introduce other amendments of editorial character.

Amending the Articles of Incorporation becomes effective once the amendments are entered to the National Court Register. The amendments to the Articles of Incorporation are reported by the Management Board. The Management Board is obliged to report the amendment within 3 months of adopting a relevant resolution. If the amendment of the Articles of Incorporation consists in increasing the share capital of a joint-stock company, it may be notified within 6 months of adopting the increase of the share capital, and if introducing new issue shares to public trading was approved – from the date of granting such approval, if the application for approval or the notification of the issue is submitted within four months of the date of adopting the resolution on share capital increase. On the other hand, a resolution on decreasing share capital is reported to the National Court Register within 6 months of the date of adoption.

In 2019, the General Meeting did not amend the Articles of Incorporation of Impel S.A.

 

10. Description of the rules related to appointing and dismissing persons managing and their rights, in particular the right to make decisions on share issue or redemption.

Management Board Members in Impel S.A. are appointed and dismissed in line with the provisions of the Code of Commercial Companies and the provisions of the Company’s Articles of Incorporation. The Management Board of Impel S.A. consists of three to seven members, including the President. The list of Management board Members and their positions are determined by the Supervisory Board. The Management Board Members are appointed for the term of three years. The President of the Management Board and other Management Board Members are appointed and dismissed by the Supervisory Board.

The decision on the issue or redemption of shares in Impel S.A. lies within the discretions of the General Meeting.

 

 

11. Personal make-up and changes  in it during the last financial year and description of the operation of the management and supervisory bodies of Impel S.A. with the indication of their committees

 Supervisory Board

The Supervisory Board of Impel S.A. operates based on the provisions of the Code of Commercial Companies, the Company's Articles of Incorporation and the Regulations of the Supervisory Board of Impel S.A. According to the Articles of Incorporation, the Supervisory Board consists of a minimum of five and maximum of nine members. The number of Supervisory Board members is determined by the General Meeting. Members of the Supervisory Board are appointed and dismissed in the following way:

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

a)       3, 4, or 5 Members of the Supervisory Board as appropriate, if the General Meeting sets the number of Supervisory Board members to 5, 7 or 9 members, including the Chairman, are appointed and dismissed at the General Shareholders Meeting by the absolute majority of votes under C-series preference registered shares, by shareholders holding privileged C-series registered shares,  

b)      the remaining members of the Supervisory Board, in the number determined by the General Meeting, are appointed and dismissed by the General Meeting.         

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

a)       half of Members of the Supervisory Board, including the Chairman, are appointed and dismissed at the General Shareholders Meeting by the absolute majority of votes under C-series preference registered shares, by shareholders holding privileged C-series registered shares,  

b)      the remaining members of the Supervisory Board, in the number determined by the General Meeting, are appointed and dismissed by the General Meeting.

The Supervisory Board exercises an on-going supervision of the Company’s operations in all areas of its activity. It is convened as needed, however at least once per quarter. The Members of the Supervisory Board are appointed for a shared term of three subsequent years. The mandate of a member of the Supervisory Board, appointed prior to the expiry of a given term of the Supervisory Board expires along with the expiry of the mandates of the remaining Members of the Supervisory Board. The Supervisory Board adopts resolutions if its meeting is attended by at least half of its members, and all its members have been invited. Supervisory Board resolutions are adopted by the absolute majority of votes. In the case of equal number of votes, the vote of the Chairman of the Board is decisive. The voting is open except for votes on appointing, dismissing or suspending a Member of the Management Board.

As at 31 December 2019, the make-up of the Supervisory Board was as follows:

 

ANDRZEJ KALETA
Chairman of the Supervisory Board

Pole tekstowe: ANDRZEJ KALETA 
Chairman of the Supervisory Board

Andrzej Kaleta received the scientific title of professor of economics on 7 January 2014. As an academic teacher, he is associated with the Wrocław Academy of Economics, transformed into Wrocław University of Economics, where he serves in the position of a professor. In 2002, he became the head of the Department of Strategic Management at the Faculty of Economic Sciences. In April 2016, he was elected as the rector of Wrocław University of Economics for the term 2016-2020. Specialises in the field of economics of small industry, industrial policy, competition strategy and strategic management. Author of ca. 180 publications, organiser of the scientific conference "Strategic management in theory and practice". In 2012, he became the scientific editor of the magazine “Management Sciences." Member of the Committee of Sciences on the Organisation and Management of the Polish Academy of Sciences during the term of 2015-2018.

Members of the Supervisory Board of Impel S.A. since 16 November 2017

 

ANDRZEJ MALINOWSKI  
Deputy Chairman of the Supervisory Board

From 2001, the President of the Polish Organisation of Employers. He worked in government administration, he was Undersecretary of State in the Ministry of Internal Trade and Services and Undersecretary of State in the Ministry of Agriculture and Food Economy.  In 1996, the Prime Minister appointed him a plenipotentiary for the organisation of the Ministry of Economy, then he became the secretary of state there. He co-created the concept of functioning of the Ministry of Economy, which still operates as he designed it. Member of the Sejm, he was the vice-chairman of the Committee on Economic Relations with Foreign Countries and worked in managerial positions in commercial companies. He was a member of the Polish parliamentary delegation to the Parliamentary Assembly of the Council of Europe. He chaired BIAC Poland – the Industry and Trade Advisory Committee at the OECD. A member of the National Council for European Integration and a representative of Polish employers in the European Economic and Social Committee.  In 2005, he was elected the first vice-president of the European Organisation of Employers of Public Sector Enterprises. He is also a representative of Employers of Poland in the International Organisation of Employers (IOE). From 2013, he participates in the works of the Business-20 infrastructure and investment working group (B20 - the business base of the G20 group). From January 1, 2014, he was the chairman of the International Coordination Council of Employers' Unions (ICCEU). He sits on the Supervisory Boards of Marvipol Development S.A., British Automotive Holding S.A., British Automotive Polska S.A., Exact Systems S.A., OT Logistics S.A. He graduated from the Poznań University of Economics, then obtained a doctorate in economics. From 24 January 2002, Member of the Supervisory Board of Impel S.A.

 

JÓZEF BIEGAJ
Supervisory Board Member

Co-founder and main shareholder of Impel S.A. (indirectly through Trade Bridge Czechy a.s.). In the years 1999 - 2001, Member of the Supervisory Board of Impel S.A., in 2001-2005 President of the Management Board of Impel Security Polska Sp. z o.o., from 2005 to 28 June 2014 Sales Vice-President of the Management Board of Impel S.A.  Also, since 2007 he has been a member of the Supervisory Board of Vantage Development SA. and from July 2016 in the Supervisory Board of Volleyball Wrocław S.A. Since 2012, a member of the Council of the Kraina Siatkówki Foundation (formerly under the name "Młoda Gwardia"). He graduated from the Faculty of Mining and Metallurgy Machine Construction at the AGH University of Science and Technology in Kraków. From 11 August 2014, Member of the Supervisory Board of Impel S.A.

 

STEFAN FORLICZ
Supervisory Board Member

 A graduate of the Wrocław University of Technology in the field of electronics and automation. In 1973-2006, he was professionally connected with Oskar Lange Wroclaw University of Economics, where he was the head of the Department of Mathematical Economics at the Institute of Economics. Doctor of economics and assistant professor of economic sciences. In 1996, he obtained the title of professor. He also lectured at the Department of Economics and Regional Studies at the Faculty of Management and Production Engineering at the Opole University of Technology. He took part in the establishment of the School of Banking in Wrocław, in which he has been the rector since 1998. He was also the head of the Department of Quantitative Methods at WSB in Wrocław, and in 2013 became the head of the Institute of Economics of this university. In 2013, the National University of Mining in Dnipropetrovsk awarded him the title of doctor honoris causa. Stefan Forlicz's research interests concentrate in broadly understood economics, with particular emphasis on econometrics and statistics, mathematical economics, information economics and microeconomics.  From 9 June 2017, Member of the Supervisory Board of Impel S.A.

 

PIOTR URBAŃCZYK
Supervisory Board Member

Connected with banking since 1992. He started his professional career at Bank Zachodni S.A. (currently BZ WBK), where he worked for 6 years, including the last four in the position of Treasury Director. In 1998-2000, Member of the Management Board of Lukas Bank S.A., then from 2002 Vice-President of the Management Board of Dominet Bank S.A. responsible for issues related to the broadly defined area of ​​finance, accounting, reporting and capital markets, where, together with the team he managed, he conducted a number of innovative transactions on the Polish capital market, including the first securitisation of regular loans in Poland or the market issue of subordinated bonds.

 In the years 2007 - 2009 associated with Fortis Financial Group. In 2009 - 2015 he was a member of the Management Board of Meritum Bank ICB S.A. Currently, he is the President of the Management Board at Best TFI S.A. A graduate of the Wrocław University of Economics. He completed a course in bank management at the Graduate School of Banking in Colorado and a course for members of supervisory boards of state-owned companies, as well as a number of training courses, including on the organisation of trading in US government securities, finance, marketing, foreign exchange brokerage and HR management. In addition, he managed a commercial bank branch at Bank One in Boulder, Colorado. From 19 May 2008, Member of the Supervisory Board of Impel S.A.

 

TADEUSZ WIĘCKOWSKI
Supervisory Board Member

Rector of the Wrocław University of Technology for two terms in the years 2008-2016, currently he is the head of the Department of Telecommunications and ICT at the Faculty of Electronics and a member of the Presidium and Honorary President of the Conference of Rectors of Polish Technical Universities (KRPUT). Tadeusz Więckowski received the title of professor of technical sciences in 2002. In 2006, he was appointed as a full professor at the Wrocław University of Technology. In his scientific work, he deals with the methods of testing electromagnetic compatibility of devices, systems and installations, with particular emphasis on the compatibility of intersystem telecommunications and ICT installations. He is the author of over 170 scientific papers, 6 patent applications and patents, as well as more than 500 studies for the economy and numerous implementations. Professor T. Więckowski was awarded, among others Officer's Cross of the Order of Polonia Restituta, the Golden and Silver Cross of Merit and the Medal of the National Education Commission. Two-time laureate of the Prime Minister's Award, Honorary Doctor of the Lviv Polytechnic (2011), Moscow Power Engineering Institute (2014) and the National Mining University in Dnipropetrovsk (2015). Honorary Professor of Óbuda University in Budapest (2011), Honorary Consul of the AGH University of Science and Technology in Krakow (2018). From 6 November 2018, Member of the Supervisory Board of Impel S.A.

 

 In 2019, the Supervisory Board meetings were held on a regular basis and were attended by selected Members of the Management Board. The Board held 5 meetings and adopted 24 resolutions.

The Management Board provided the Supervisory Board with exhausting information on all important matters concerning the Company's operations. At the meetings of the Supervisory Board resolutions were passed on matters that were listed in the agenda sent to the Members of the Supervisory Board in the notification of the meeting.

In 2019, the Supervisory Board focused on issues of significant importance for the operations of Impel S.A. and its Group.

During the meetings, it discussed the priorities for 2019. In the course of its work, the Supervisory Board discussed, among others, the map of risks for 2019, discussed the results of Impel Group, approved the work plan for the Audit Committee in 2019, appointed Members of the Management Board for a new term of office, approved the Rules of the Management Board, approved the incentive cards for the Management Board.

 

In accordance with the applicable law, the Supervisory Board:

  • positively assessed the financial statement and reports of the Management Board on the activities of Impel S.A. and the Group and the Management Board’s motion concerning the distribution of profit for 2018.
  • issued statements, in line with the ordinance of the Minister of Finance, dated 29 December 2018, on current and periodical reporting (...), with regard to:

-        observing the provisions concerning appointing, composition, and functioning of the Audit Committee,

-        selecting the auditing firm to audit the annual financial statement of Impel S.A. and Impel Group in accordance with the regulations,

-        compliance of the financial statement and the report on operations of Impel S.A. for 2018 and the consolidated IG report for 2018 with the books, documents, and factual state.

Audit Committee

The Audit Committee of the Supervisory Board of Impel S.A. was first appointed on 17 October 2014 and operates in accordance with the provisions of the Act on chartered auditors, audit companies and public oversight, and § 7 a point 2 of the Regulations of the Supervisory Board of Impel S.A. Permissions  and discretions of the members of the Audit Committee are regulated by art. 390 §1 of the Code of Commercial Companies.

On 21 June 2018, the Supervisory Board of the 11th term appointed the Audit Committee, which as at 31 December 2018 and as at the date of publication of the statement is as follows:

§  Piotr Urbańczyk – Chairman of the Committee,

§  Józef Biegaj – Member of the Committee,

§  Andrzej Kaleta – Member of the Committee.

The Members of the Audit Committee meet the criteria set out in the Act on statutory auditors, audit companies and public oversight, i.e.:

Mr Andrzej Kaleta meets the criterion of independence.

Mr Piotr Urbańczyk meets the independence criterion and has the knowledge and skills in the field of accounting and auditing of financial statements, which is confirmed by numerous trainings and certificates listed below:

a)       Financial instruments – selected issues in the light of Polish accounting regulations and IAS, PWC 05.2003

b)      Implementation of international financial reporting standards at banks, Institute of Accountancy and Taxation 10.2004

c)       Structured financing in the CEE countries - development of the securitisation market in the CEE countries, Euromoney Seminars, Budapest 09.2006

d)      Personal data protection after the reform, EY Academy of Business 29 September 2017

e)      New Directive 2017/828 amending the regulation of public companies - practical consequences for asset managers, IZFiA 25 October 2017

f)        Accounting of financial instruments according to IFRS, EY Academy of Business, 27-28 November 2017

 

He accumulated knowledge and skills in accounting and preparation of financial statements by holding the following positions:

a)       Vice President of the Management Board of Dominet Bank SA in the period from March 2002 to March 2009

b)      Vice President and Chief Financial Officer of Meritum Bank SA from May 2009 to December 2010

c)       President of the Management Board and Chief Financial Officer of Meritum Bank SA in the period from January 2011 to September 2013

d)      Vice President of the Management Board of Meritum Bank SA from October 2013 to May 201

e)      from October 2016, the President of the Management Board of Best TFI S.A.

 

Mr. Józef Biegaj meets the criterion of a person with knowledge and skills in the industry.

Mr. Józef Biegaj was the founder and partner of the general partnership Impel J. Biegaj and G. Dzik, which he co-directed for a period of 10 years. After being transformed into a joint-stock company Impel S.A. in 1999 he was in the management until June 2014.

As part of its work in 2019, the Audit Committee held 8 meetings during which it:

a)       discussed the conduct of the annual audit for 2018 with a certified auditor and the results of the annual and semi-annual review,

b)      assessed the Management Board's reports on operations of Impel S.A. and Impel Group and financial statements of Impel S.A. and Impel Group for 2018 and read the conclusions of the audit,

c)       assessed the situation of Impel S. A., including the assessment of internal control systems, risk management, compliance,

d)      took note of the internal control plan for 2019 and the implementation of the internal control tasks for 2018 (meeting with IG Director of Internal Control),

e)      agreed (in accordance with §4 section 3 of the Policy of providing by the company conducting the audit, by entities related to the audit company and by a member of the audit company's network permitted services other than audit) for the audit company Deloitte Audyt Sp. z o.o. S. K. to provide permitted services, other than audit of financial statement of Impel S.A. and consolidated statements of Impel Group,

f)        assessed the method of fulfilling by Impel S.A. information obligations regarding the application of corporate governance rules set out in the Stock Exchange Rules and regulations regarding current and periodic information provided by issuers of securities,

g)       took note of the scope of tasks and challenges identified in IG in 2019 with regard to changes in regulations (meeting with IG Director of Legal Services Office),

h)      met with the new Member of the Management Board, became acquainted with his scope of duties and tasks assigned; the division of powers between the Finance Vice President of the Management Board and Controlling and Administration Vice President of the Management Board,

i)        met with representatives of the services responsible for the process of creating and verifying data for the financial statements of Impel Group in the area of: financial and management accounting and financial analysis.

j)        prepared a report on the activities of the Audit Committee of the Supervisory Board in 2018,

 

In 2019, the following were applicable in Impel Group, developed by the Audit Committee and adopted by the resolution of the Supervisory Board:

a)       The policy of selecting an audit company to audit financial statements of Impel S.A. and Impel Group,

b)      Procedure for selecting an audit company to audit financial statements of Impel S.A. and Impel Group,

c)       The Policy of providing by the company conducting the audit, by entities related to the audit company and by a member of the audit company's network permitted services other than audit.

 

The above documents define the guidelines and rules that should guide the Management Board conducting the audit company selection procedure, the Audit Committee preparing the recommendation and the Supervisory Board by selecting the entity authorised to audit financial statements. Impel S.A. and Impel Group, and contains records indicating the manner of operation of the Company and the Audit Committee in the event that there is a need to approve the provision of permitted services other than audit.  They take into account the requirements provided for in the Act on auditors, audit companies and public oversight, as well as the type and specificity of the operations of Impel S.A. and Impel Group.

 

Main assumptions of the Policy of selecting an audit company:

  • The selection of the entity authorised to perform the audit is done by the Supervisory Board of the Company, acting on the recommendation of the Audit Committee and after conducting the tender procedure for selection of an audit company based on the Procedure for selecting an audit company.
  • The choice is made taking into account: the principles of impartiality and independence of the audit company and analysis of the work performed by it in the Company (to avoid conflict of interest); a ban on the provision of services other than audit; any arrangements and conclusions included in the annual audit report published by the Audit Oversight Commission; the rule that the Company may invite any auditing firm to submit bids for selection of an audit company provided that it complies with: the maximum duration of the engagement, no exclusion of small companies (with less than 15% of total remuneration for examination of public-interest entities in the previous calendar year), application of the provisions of the Procedure for the selection of an audit company.
  • The choice takes into consideration the mandatory and additional criteria specified in the Policy.
  • Conclusion and implementation of agreements with the auditing company, are made in accordance with the applicable regulations (including: rotation of the audit company and conclusion of the first contract with the auditing company for a period of not less than 2 years with the possibility of extension for further, at least two years periods).

 

The main assumptions of the Policy of providing services by the company conducting the audit, by entities related to that audit company and by a member of the audit company's network of permitted services other than audit:

  • The statutory auditor or Auditor conducting the audit, as well as none of the members of the Network to which the statutory auditor or Auditor belongs, do not directly or indirectly provide the Company with prohibited services;
  • The certified auditor may provide the Company and its affiliates with services permitted by law, after prior approval of this order by the Audit Committee;
  • At the request of the Management Board, the Audit Committee assesses the risks and safeguards of the auditor's independence, assesses whether the permitted services are not related to the Company's tax policy, assesses whether the permitted services have no impact on the audited financial statements, verifies compliance with the regulatory requirements regarding the total amount of remuneration for the services provided;
  • The Audit Committee also assesses the documentation prepared by the auditor in terms of: meeting the independence criterion, having competent employees, time and resources enabling proper performance of the audit, verifies also whether the person designated as the key statutory auditor is authorised to conduct the audit.
  • In the case of declining the approval of the choice of the statutory auditor, the Audit Committee is required to provide a written justification of the decision.

 

Apart from the mentioned Audit Committee, no other body was appointed in the Issuer's Supervisory Board.

Audit company Deloitte Audyt Spółka z ograniczoną odpowiedzialnością Sp.k., entrusted with the audit of the financial statements of Impel S.A. and the consolidated report of Impel Group in 2019, provided the Issuer and Impel Group with other permitted services other than audit in the following areas:

  • Semi-annual review of the standalone financial statement of Impel S.A. and the consolidated statements of Impel Group;
  • audit of financial statements of selected subsidiaries of Impel Group;
  • examination of consolidation packages of subsidiaries of Impel Group.

 

The written approval of the Audit Committee was provided for the provision of the above services.

 

The Management Board

The Management Board of the Company acted pursuant to the provisions of the Code of Commercial Companies, the Articles of Incorporation, the Rules of the Management Board of Impel S.A. and in accordance with the principles of “Good Practices of WSE Listed Companies,” excluding the rules referred to in Chapter IX point 2 of this report.

The work of the Management Board is managed by the President of the Management Board. For the validity of resolutions of the Management Board, at least half of the Board Members are required, with the requirement of notifying all Management Board Members on the planned meeting. Resolutions are adopted by an absolute majority of votes, in the case of an equal number of votes for and against, the vote of the President of the Management Board is decisive.

Individual members of the Management Board are entitled and are obliged to act independently on matters concerning their area of ​​activity. In relation to the matters entrusted to them, Management Board Members are liable to the Company as well as to third parties, unless otherwise provided by mandatory provisions of law. Each Member of the Management Board is responsible for the organisational and economic optimisation of the entrusted scope of cases, in particular for the maximisation of ROIC.

The competences of the Management Board include managing all activities of the Company, excluding matters which, pursuant to the provisions of the Code of Commercial Companies or the Articles of Incorporation, are subject to exclusive discretion of the General Meeting or the Supervisory Board. Individual Members of the Management Board manage the areas of the Company's activities entrusted to them, and their work is coordinated by the President of the Management Board. The Management Board may grant a power of attorney, with the approval of all Members of the Management Board required for its establishment. Each member of the Management Board is entitled to dismiss the power of attorney.

 

In accordance with the Rules of the Management Board of Impel S.A., approved by the Supervisory Board on 17 August 2019, resolutions of the Management Board are required, in particular, in relation to the following matters:

1.       Approving the strategy and strategic goals of Impel Group and supervising their implementation.

2.       Approving the strategy and strategic goals of product areas and companies not included in product areas.

3.       Adopting the organisational structure of the Company and Impel Group.

4.       Setting the Rules of the Company’s Management Board and the Corporate Rules.

5.       Adopting the consolidated financial plan of Impel Group including financial plans  of organisational units of Impel Group.

6.       Using financial resources acquired as a result of a public share issue of the Company.

7.       Incurring liabilities by the Company or using rights with a gross value above PLN 500,000.

8.       The Company starting projects whose total gross value may exceed PLN 500,000.

9.       Concluding a contract for the provision of services or other services by the Company with net monthly value above PLN 500,000.

10.   Starting business activities of the Company or subsidiaries in new areas of business, approving related financial plans.

11.   Making decisions regarding terminating economic activities of the Company or subsidiaries in the existing areas of economic activity.

12.   Starting investment projects of the Company or subsidiaries with a value above PLN 500,000 and approving the related financial plans.

13.   Granting by the Company or subsidiaries to other entities loans and any types of guarantees or other collateral, except for:

a)       loans and guarantees up to PLN 500,000,

b)      loans and guarantees above PLN 500,000 for a subsidiary, when such a guarantee or loan has been included in the consolidated financial plan of Impel Group approved by the Management Board,

c)       loans from the Social Fund and ZFRON.

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

15.   Approving sale and lease of an enterprise of a direct subsidiary or its organised part and the establishment of a limited property right on it.

16.   Convening an ordinary and extraordinary General Meeting of the Company's Shareholders.

17.   Approving the financial statement of the Company and the consolidated statements of Impel Group.

18.   Proposed distribution of profit or covering the loss made by the Company.

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

20.   Authorising supervision of subsidiaries.

21.   Approving the report of the management board, the balance sheet, and profit and loss account for the financial year of direct subsidiaries and taking a position on the mentioned matters in relation to other subsidiaries.

22.   Approving the distribution of profit or the method of covering the loss in direct subsidiaries and taking a position in relation to other subsidiaries.

23.   Granting members of management boards of supervised direct subsidiaries with the discharge on the performance of duties.

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

25.   Applying to the Company's Supervisory Board for the sale or purchase of a real estate or share in real estate.

26.   Approving purchase or sale of real estate by a subsidiary.

27.   Taking a position on the amendment of the contract / articles of incorporation of a subsidiary.

28.   Introduction of restrictions in discretions for management boards of direct subsidiaries.

29.   Approving a donation by the Company.

30.   Any matter in which at least one Member of the Management Board requests adopting a resolution.

 

President of the Management Board – General Director of Impel Group, functionally the Managing Director of the Development Division, who:

1.       coordinates and organises the work of the Management Board - Managing Directors of Functional Divisions;

2.       manages the strategy and strategic goals of Impel Group, oversees the strategies of Functional Divisions and Business Areas;

3.       manages the Development Division, ensures development, improvement of products, processes through innovation, new technologies. Oversees product portfolios;

4.       oversees processes and projects aimed at increasing the efficiency of IG operations, by using available technologies and work organisation methods;

5.       manages M&A transactions, the process of capital investment and disinvestment;

6.       issues and supervises the issuance of internal IG acts (including policies, procedures, ordinances, etc.);

7.       ensures cooperation between IG organisational units;

8.       oversees the fulfilment of the functions of the Executive Directors in Business Areas;

9.       supervises the remuneration systems and incentive systems in IG;

10.   is responsible for the supervision of information security in Impel Group.

 

Vice-President of the Management Board – functionally the Director Managing the Operations Division of Impel Group, who:

 

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

2.       determines the structure and staffing of director's positions in the Division;

3.       designates and supervises the implementation of the substantive and financial objectives of the Division, including KPIs (revenue, margin, return on working capital, ROIC, productivity);

4.       sets “Service Delivery Models”, rules of application, legal and business standards for application (direct fulfilment, subcontracting, consortia, providing references, providing know-how - franchise);

5.       determines and supervises: (i) service performance standards, (ii) contracting rules for services, (iii) compliance with the standards and scope of contracts, performance and quality standards;

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

7.       supervises the provision of services for IG companies by relevant Product Groups;

8.       determines and supervises legal and business rules of cooperation with subcontractors, standards of subcontractors, terms of their selection, joint participation in consortia, standards of contracts with subcontractors, price calculation standards;

9.       determines and supervises the standards for concluding contracts that include making charges to PFRON under IG contracts;

10.   sets reporting standards, oversees their delivery and application in the Division;

11.   supervises proper cost allocation, including scheduling and proper placement of employees on IG contracts;

12.   supports the creation and implementation of product, process and organisational innovations. Ensures cooperation of field structures with the client in terms of innovation, including through vested outsourcing;

13.   ensures computerisation and automation of service delivery, use of IT applications for the client;

14.   participates in the development and implementation of payroll and incentive systems;

15.   provides product support for new sales, up-sale and packaged sales.

 

Vice President of the Management Board – functionally the Director Managing the Finance Division, who:

 

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

2.       determines the structure and staffing of director's positions in the Division;

3.       designates and supervises the implementation of the substantive and financial objectives of the Division, including KPIs (financial results within the meaning of IFRS and tax results of the Group's companies, margin profitability);

4.       manages the costs of the Finance Division.  Plans and supervises budget implementation, goals for managers and teams performing reporting and financial functions;

5.       is responsible for, creates and implements economic and financial policies that provide IG companies with financial liquidity and growth capacity;

6.       manages financial services and debt collection;

7.       supervises accounting of business events records by IG companies with regard to the correctness of cost allocation, reliability and compliance with legal regulations;

8.       ensures legal services to IG, and corporate oversight of IG companies;

9.       oversees financial reporting, including consolidated, cooperates with the obligatory audit of financial reporting;

10.   supervises the correctness of settlements with the state treasury in respect of taxes, other public / legal obligations (excluding obligations arising from employment);

11.   oversees transactional prices between IG companies in terms of their compliance with the law;

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

13.   supervises the activities of IG in the area of ​​PR and internal communication;

14.   oversees the process of obtaining and settling public aid, excluding meeting the conditions for employing disabled persons;

15.   oversees implementation of capital restructuring programmes in Impel Group.

 

Vice President of the Management Board – functionally the Director Managing the Controlling and Administration Division, who:

 

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

2.       determines the structure and staffing of director's positions in the Division;

3.       designates and supervises the implementation of the substantive and financial objectives of the Division, including KPIs (effectiveness of the cost policy, effectiveness of settlement and controlling models);

4.       manages the costs of the Administration Division.  Plans and supervises budget implementation, goals for managers and teams performing controlling and administrative functions;

5.       responds, creates and implements management accounting policies which ensure that IG companies can analyse results on an on-going basis, indicates short- and long-term trends, detects risks as part of achieving the assumed budget goals and provides recommendations of the necessary corrective actions;

6.       manages administrative services: invoicing, purchases, logistics.

7.       supervises accounting of business events records by IG companies with regard to controlling, i.e. the correctness of cost allocation, in accordance with the assumptions of the Corporate Policy and the approved internal rules of management accounting;

8.       manages controlling with regard to setting standards of data collection and verification, reporting. Establishes, improves and supervises the provision of management information to the management of Impel Group and ensures its optimal use;

9.       determines the policies and standards of settlements and reporting for all companies and organisational structures of IG;

10.   oversees the implementation of cost restructuring programmes in Impel Group.

 

Vice President of the Management Board – functionally the Director Managing the Personnel Division, who:

 

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

2.       determines the structure and staffing of director's positions in the Division;

3.       designates and supervises the implementation of the substantive and financial objectives of the Division, including KPIs (productivity, turnover);

4.       manages the costs of the Personnel Division.  Plans and supervises budget implementation, goals for individual managers and teams performing the Division’s functions;

5.       manages the processes of recruitment, payroll and HR services, systems of performance reviews, development of employees' competencies, careers and succession programmes;

6.       manages remuneration, payroll and incentive systems in Impel Group;

7.       Approves payroll and incentive systems in consultation with the Managing Directors of IG Divisions and BA Executive Directors;

8.       oversees quality management processes and systems;

9.       manages internal audit;

10.   performs the function of the employer within the meaning of the Labour Code in Impel S.A. Responsible for and supervises the performance of this function in IG companies;

11.   supervises the fulfilment of the conditions for employment of disabled persons, necessary to obtain public aid in IG companies;

12.   supervises the occupational health and safety services in IG;

13.   oversees the servicing of public and legal obligations with regard to PIT Act and Social Security Act, oversees the scheduling process;

14.   provides support for ZUS and PIP inspections.

 

Vice President of the Management Board – functionally the Director Managing the Sales Division, who:

 

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

2.       determines the structure and staffing of director's positions in the Division;

3.       designates and supervises the implementation of the substantive and sales objectives of the Division, including KPIs (revenues, margins, WEH, return on working capital ROIC on new sales, etc.), product range and channels, sales methods, market segmentation;

4.       implements sales based on product and process innovations. Sets in cooperation with the client the most desirable directions of product changes. Fosters generating innovative client needs, provides the client with information about technologies and methods of work organisation, especially based on IT applications;

5.       ensures cooperation between Product Groups, in particular through bundling or integrated sales, which increase sales effectiveness of Impel Group;

6.       manages the budget of IG Sales Division, including the budget of sales teams in individual IG structures. Supervises budget implementation and implementation of sales targets for individual teams;

7.       participates in the development and implementation of payroll and incentive systems for the Division;

8.       sets and supervises the standards of sales processes, optimises the technologies used and methods of work organisation, manages knowledge in this field;

9.       determines and supervises the standards of sales with charges to PFRON under IG contracts;

10.   sets reporting standards, oversees their delivery and application in the Division;

11.   manages relationships with potential and current IG clients with special emphasis on Key Accounts;

12.   ensures marketing support for the Sales Division and Product Groups, promotion and advertising, communication in the sales area;

13.   conducts market research and analyses, ensures communication and use of their results;

14.   manages commercial brands of companies and IG products.

 

As at 31 December 2019, the make-up of the Management Board was as follows:

 

GRZEGORZ DZIK
President of the Management Board -
General Director of Impel Group, functionally the Managing Director
of the Development Division

Founder and main shareholder of Impel S.A. In the years 1999 - 2004 Chairman of the Supervisory Board of Impel S.A., from 5 January 2004, the President of its Management Board. He sits on the Supervisory Boards of the following companies: TIM S.A. and Climbex S.A. A graduate of the Faculty of Civil Engineering at the Wrocław University of Technology. As an active advocate for the business community, he also serves in important functions in the following organisations:

  • Chairman of the Council of the Western Chamber of Commerce - Employers and Entrepreneurs, an organisation associating Lower Silesian entrepreneurs, founder of the Lower Silesian Griffin Economic Award.
  • Chairman of the Council of the Foundation “Rescuing Children with Cancer" (an organisation supporting the Clinic of Marrow Transplantation, Oncology and Children's Haematology in Wrocław – helps little patients fight cancer; the initiator of the construction of "Cape of Hope"; associated with the foundation since 1999).
  • Vice-President of the Employers of Poland (the oldest and the largest employers' organisation in Poland, whose representatives sit on the Social Dialogue Council; a member of the organisation's authorities in the years 2002 - 2005 and since 2016).
  • Member of the Council of Employers' Organisation of Polish Copper (2011-2014), since 2016 the Vice President of EOPC Council.
  • Member of the Foundation Council of the College of Eastern Europe (since 2003).
  • Honorary Consul of Ukraine in Wroclaw (since November 2008).
  • Founder of the Ukraine Foundation (from 2013).
  • Chairman of the Wrocław University of Technology Council (since 2019); Member of the Honorary Convention of the Wrocław University of Technology (2015 - 2019).
  • Member of the Entrepreneurs Council to the Rector of the University of Economics (since 2017).

Winner of prestigious awards and distinctions. 

 

MONIKA CHUDOBSKA 
Vice President of the Management Board,
functionally the Director Managing the Personnel Division

Monika Chudobska is a graduate of the Faculty of Law, Administration and Economics of the University of Wrocław. Associated with Impel Group since 2000. Acted in a number of functions in Impel Group companies, including: Director of the Management Board Office, Representative for the implementation of the Integrated Management System, President of the Management Board in the following companies: Seiso Sp. z o.o. (cleaning services), Impel Airport Partner Sp. z o.o. (aircraft ground handling services). From 2006, she worked for Impel Cleaning Sp. z o.o. as the Administrative Director, and currently HR Director.   Since 2016, she has been the Vice-President of the Management Board of Impel S.A. - Employee Director in Impel Group. She completed, among others, a training course in economics organised by the Central European University in Bratislava. Completed postgraduate studies in Systems Management, Industrial Engineering Faculty at the University of Economics. She attended doctoral studies at the Faculty of Law, Administration and Economics of the Institute of Economic Sciences. Member of the Board of HR Directors of the Federation of Polish Entrepreneurs.

 

JAKUB DZIK 
Vice-President of the Management Board,
functionally the Director Managing the Operations Division

Associated with Impel Group since 2009. In the years 2008-2019, he was the President of the Management Board in Mobile Technology Sp. z o.o. Since 2009 he has worked in Impel S.A., in the Legal Services Office, and then, since 2010 in the Operations Office. In the years 2009-2013, he was a Member of the Supervisory Board in Impel S.A. In the years 2013-2016, he was the Vice-President of the Management Board of Impel Security Polska Sp. z o.o. Since April 2014, he has been a Member of the Supervisory Board of Gwarant S.A. In the years 2015-2019, he was Vice-President of the Management Board of the Polish Security Employers Association. In the years 2015-2020 he was a member of the Supervisory Board in Vantage Development S.A. In February 2016, he was appointed a Member of the Management Board of Impel S.A. In June 2017, appointed a Member of the Supervisory Board in Impel Agile S.A. Since April 2019, a Member of the Supervisory Board in Climbex S.A. Mr. Jakub Dzik is a graduate of the Faculty of Law, Administration and Economics at the University of Wroclaw and the Master of Business Administration Programme at IESE Business School – University of Navarra.

 

MIROSŁAW GREBER 
Vice President of the Management Board,
functionally the Director Managing the Sales Division

He studied at the Faculty of Law and Administration, University of Wrocław. He obtained the title of legal counsel in the District Chamber of Legal Advisers in Wałbrzych. In 2012, he obtained the title of attorney. Has many years of experience in management positions. In the years 1997-2011, the President of the Management Board of the Wałbrzych Special Economic Zone and the author of its successes. He attracted investors to the Wałbrzych Special Economic Zone, including from Japan, South Korea or Germany, who jointly invested PLN 12 billion, thanks to which the WSSE was recognised as the best in Poland, the third in Europe and the 17th economic zone in the world in the 2010 ranking of British Financial Times. In 2012 he received the Knight's Cross of the Order of Polonia Restituta. Since 2012 associated with Impel Group - first as the President of the Management Board of the general partner of Impel Monitoring Sp. z o.o. S. K., and from 2014 as the President of the Management Board of Impel Security Polska Sp. z o.o., managing the entire security area. In 2016 in Votum S.A. he was a Member of the Management Board for Sales. In February 2017, he returned to Impel Group as Sales Director of Impel Group. On 1 April 2017 appointed as a Member of the Management Board of Impel S.A. From November 2017, he also holds the position of the President of the Management Board in the leading companies of Impel Group, i.e. Impel Security Polska Sp. o.o and Impel Cleaning Sp. z o.o., currently in a merged entity under the name: Impel Facility Services Sp. z o.o.  

 

DAWID POPŁAWSKI 
Vice President of the Management Board,
functionally the Director Managing the Controlling
and Administration Division

Mr Dawid Popławski is a graduate of the Law and Administration faculty of the University of Wrocław and Wrocław University of Economics, holds an MBA from Universiteit Hasselt, University of Limerick and EUROMED Marseille Ecole de Management. He has long-standing Experience in management positions. He has well-established knowledge and qualifications with regard to operating management and managing company finance. During his professional career, he delivered projects related to creating and managing the growth of an organisation, and its spun-off parts.

In the years 1998-2003 he was involved in Exbud Wrocław S.A. and Kaczmarski Inkasso Group. In 2003-2009, he acted as Department Director at Euro Bank S.A., where he was responsible for operations, budgeting, controlling, risk and provisioning management and credit decisions. He also cooperated with Getin Noble Bank S.A. as a Managing Director, where he dealt with developing and supervising the development of an integrated operations model. He was active in developing the HR strategy and developing Human Capital (2009-2013). He also acted as the President of the Management Board in getBACK S.A. (2012-2013), and in the years 2014-2017 he worked for Lexus Legal Firm as the Managing Director and in Lexus Finance S.A. as the President of the Management Board. In the years 2016-2018, he acted as the Director of the Business Support Division in Finanse DRB Sp. z o.o. S. K. in Centrum Odszkodowań DRB Group. From May 2018, he has been active in the Programme Board of the Audit Committee in Executive MBA Graduates Society in Wrocław.

 

WOJCIECH REMBIKOWSKI

Vice President of the Management Board,
functionally the Director managing the Finance Division

 

Associated with Impel since 1995. Since 1999, CFO of Impel S.A. From 2007, Vice President of the Management Board of Impel S.A. He is a member of the Supervisory Board of Impel Agile S.A. Member of the Presidium of the National Council of the Polish Organization of Employers of Disabled Persons. He has the rights of a Member of the Supervisory Board at the Ministry of Treasury. Insurance broker. A graduate of the Wrocław University of Economics. He also completed postgraduate studies at the Controlling Academy in Gdańsk, the Warsaw School of Economics, and the International MBA Studies at the University of Warsaw and the College of Business University of Illinois. 

 

12. Remuneration of the Management Board and Supervisory Board of Impel S.A. (paid in 2019, gross in PLN k).

The remuneration of Management Board members is determined based on transparent procedures and rules, taking into account their incentive nature and ensuring effective and smooth management of the Company. Remuneration meets the criteria of the scope of responsibility resulting from the performed function, remaining in a reasonable relation to the level of remuneration of the Management Board Members in the domestic market.

In 2019, Management Board Members received monthly remuneration under employment contracts and, in accordance with the Supervisory Board's decisions, a fixed monthly remuneration for appointment to the Company's Management Board. In 2019, Management Board Members of Impel S.A. received remuneration for holding positions in the Management Board of Impel Facility Services sp. z o.o.: Mr. Mirosław Greber, for performing his duties in the Supervisory Board of Gwarant S.A., Mr. Mirosław Greber and Mr. Jakub Dzik

 

Person managing Impel S.A.

Period served in the function in 2019

Remuneration

(gross in PLN k) 1)

Renumeration under other titles

(e.g. awards, gross in PLN k)

Remuneration from serving in functions in authorities of subsidiaries

(gross in PLN k)

Total

(gross in PLN k)

Grzegorz Dzik

1 Jan – 31 Dec

864,0

360,0

0.0

1224,0

Jakub Dzik

1 Jan – 31 Dec

552,0

233,5

8.4

793,9

Monika Chudobska

1 Jan – 31 Dec

456,0

200.0

-

656,0

Wojciech Rembikowski

1 Jan – 31 Dec

612,0

255,0

-

867,0

Mirosław Greber

1 Jan – 31 Dec

396,0

207,5

98,5

702,0

Dawid Popławski

24 Jun – 31 Dec

137,79

-

-

137,79

1). total gross remuneration under employment contract and appointment to the Management Board of Impel S.A.

 

The amount of remuneration of the Supervisory Board of Impel S.A. received in 2019 results from the resolution dated 6 November 2018 pursuant to the resolution of the EMS of the Company, in which the rules of remunerating Members of the Supervisory Board were established.  The amount of monthly remuneration of individual members of the Supervisory Board depends on their function in it.   In 2019, Members of the Supervisory Board of Impel S.A. did not receive remuneration or bonuses for performing functions in the authorities of subsidiaries of Impel Group with the exception of Mr. Józef Biegaj, who received remuneration under an employment contract with Impel S.A.

Person supervising

 Impel S.A.

Period served in the function in 2019

Remuneration

(gross in PLN k)

Renumeration under other titles

(e.g. awards, gross in PLN k)

Remuneration from serving in functions in authorities of subsidiaries

(gross in PLN k)

Total (gross in PLN k)

Andrzej Kaleta

1 Jan – 31 Dec

96.0

-

-

96.0

Andrzej Malinowski

1 Jan – 31 Dec

60.0

-

-

60.0

Józef Biegaj

1 Jan – 31 Dec

456.0 1

-

-

456.0 1

Stefan Forlicz

1 Jan – 31 Dec

48.0

-

-

48.0

Piotr Urbańczyk

1 Jan – 31 Dec

60.0

-

-

60.0

Tadeusz Więckowski

1 Jan – 31 Dec

48.0

-

-

48.0

1) the remuneration includes gross remuneration under an employment contract with Impel S.A.

 

13. Agreements concluded between Impel S.A. and managing persons, providing for compensation in the event of their resignation or dismissal from their position without a valid reason or if their resignation or dismissal occurs due to the merger of the Issuer by acquisition.

Apart from standard employment contracts concluded between the managing persons and Impel S.A. in 2019, no agreements providing for compensation in the event of resignation of these persons or their dismissal from the position held without a valid reason or if their resignation or dismissal occurs due to the merger of the Company by acquisition.