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REPORT ON THE ACTIVITIES OF THE AUDIT COMMITTEE OF THE SUPERVISORY BOARD IN IMPEL S.A. IN 2019

 

 

              I.        LEGAL BASIS FOR OPERATIONS

During the period under review, the Audit Committee of the Supervisory Board of Impel S.A. acted on the basis of a resolution appointing the Audit Committee dated  21 June 2018 with the number 3/XI/2018 adopted by the Supervisory Board of the eleventh term of office. The Audit Committee operates pursuant to:

(1)   the provisions of the Act on statutory auditors, audit firms and public supervision of 11 May 2017, in particular based on art. 130 of that Act,

(2)    the Company’s Articles of Association:

(3)    Regulations of the Supervisory Board of Impel S.A.,

(4)    Regulations of the Audit Committee.

In 2019, the Audit Committee of the Supervisory Board of the eleventh term of office operated in the following make-up:

-           Piotr Urbańczyk – Chairman of the Committee,

-           Józef Biegaj – Member of the Committee,

-           Andrzej Kaleta – Member of the Committee.

 

             II.        ACTIVITIES OF THE AUDIT COMMITTEE IN 2019

The Committee met 11 times in 2019 and 2020 until the adoption of this report.

As part of implementing its tasks in 2019, the Audit Committee:

1.     Prepared and approved the working plan for 2019,

2.     Met with the auditor to discuss the course of the interim review and the audit of annual financial statements for 2019 and to discuss the final results of the auditor’s work,

3.     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 2019, read the auditor’s conclusions, and presented Supervisory Board recommendations in this respect,

4.     Examined the operation of systems for internal Control, risk management, compliance,

5.     Checked the activities of the auditing firm in relation to permitted services, other than auditing the financial statements of Impel S.A. and consolidated statements of Impel Group and approved them,

6.     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,

7.     Met with the Director of the Legal Office and became acquainted with the changes in regulations which have or may have an impact on the operations of Impel Group,

8.     Submitted, on an ongoing basis, reports on the activities of the Audit Committee during the meetings of the Supervisory Board,

9.     Met with the new Management Board member responsible for the area of controlling and administration, and got to know the responsibilities of the new Management Board member,

10.  Met with persons responsible for submitting data for financial statements, including quarterly statements.

 

           III.        FORMAL DOCUMENTS ADOPTED BY THE AUDIT COMMITTEE

The Audit Committee has prepared this report on the activities of the Audit Committee of the Supervisory Board in 2019 .

 

           IV.        ASSESSMENTS AND RECOMMENDATIONS OF THE AUDIT COMMITTEE

According to the Audit Committee:

1.     With regard to financial reporting:

a)    the financial statement of Impel S.A. and the consolidated financial statement of Impel Group have, in all material aspects, been prepared in accordance with the accounting principles and on the basis of properly kept books of account and reliably reflect the results of the Company's and the Group's economic operations, assets and financial standing of the Company and the Group in 2019;

b)    the Management Board's report on the activities of Impel S.A. and Impel Group shows the true and reliable condition of the Company and the Group in 2019;

c)     without making any reservations regarding the preparation of the statement for 2019, the Audit Committee draws attention to the risks described in the independent auditor's report from the audit of the annual consolidated financial statement, which is attached to this report;

2.     With regard to internal functions:

a)    Impel Group has a separate department within its structure, responsible for internal audit; the responsibility for ensuring operations compliant with laws, internal regulations and risk management is assigned,

b)    the company should monitor and review the effectiveness of its internal functions on an ongoing basis and continuously assess whether its resources are sufficient for the organisation.

3.     When assessing the performance of its information duties, the Audit Committee represents that:

a)    the company prepares and publishes the periodic reports in a timely manner,

b)    has internal procedures, including regulations governing the circulation and protection of access to confidential information and the performance of information duties in Impel Group, which specify, among other things: the principles of preparing and disclosing current and periodic reports to the public as well as the principles of dealing with confidential information,

c)     reports on an ongoing basis the information identified by the Management Board as confidential,

d)    implementation of internal procedures requires periodic internal audits,

4.     Independence of the auditor in relation to the Company and its managers was assessed by the Audit Committee and confirmed based on the statement submitted by the auditor.

 

Wrocław, 18 May 2020