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REPORT ON THE ACTIVITY OF THE AUDIT COMMITTEE OF THE SUPERVISORY BOARD OF IMPEL S.A. IN 2018

 

 

  1. LEGAL BASIS FOR THE ACTIVITY

During the reporting period, the Audit Committee of the Supervisory Board of Impel S.A. acted on the basis of resolutions appointing the Audit Committee, i.e. Resolution No. 3/X/2015 of 25 April 2015, resolutions supplementing the composition of the Audit Committee No. 37/X/2017 and 38/X/2017 of 17 July 2017 and 41/X/2017 of 20 October 2017 adopted by the Supervisory Board of the 10th term of office and from 21 June 2018 on the basis of Resolution No. 3/XI/2018 adopted by the Supervisory Board of the 11th term of office. The Audit Committee acted on the basis of :

  1. the provisions of the Act on expert auditors, audit companies and public supervision of 11 May 2017, in particular on the basis of Article 130 of the said Act,
  2.  Company's Articles of Association,
  3.  Regulations of the Supervisory Board of Impel S.A.,
  4.  Regulations of the Audit Committee.

In 2018, the Audit Committee of the Supervisory Board of the 10th term of office operated in the following composition:

  • Piotr Urbańczyk - Chairman of the Committee,
  • Józef Biegaj - Member of the Committee,
  • Stefan Forlicz - Member of the Committee

 

and from 21 June 2018 to present, the Audit Committee of the Supervisory Board of the 11th term of office has been operating in a new composition:

  • Piotr Urbańczyk - Chairman of the Committee,
  • Józef Biegaj - Member of the Committee,
  • Andrzej Kaleta - Member of the Committee.

 

  1. ACTIVITY OF THE AUDIT COMMITTEE IN 2018

In 2018 and 2019, 9 meetings of the Committee took place until the adoption of this report.

As part of the performance of its tasks in 2018 the Audit Committee:

  1. met with an expert auditor to discuss the progress of semi-annual review and annual audit of 2018 financial statements and the final results of the auditor's work,
  2. evaluated the reports of the Management Board on the activity of Impel S.A. and Impel Group and the financial statements of Impel S. A. and Impel Group for the year 2018 and familiarized itself with the conclusions of the audit and presented the recommendations of the Supervisory Board in this respect,
  3. examined the operation of internal control, risk management and compliance systems,
  4. checked the activity of the auditing company in the scope of permitted services other than an audit of financial statements of Impel S.A. and consolidated statements of the Impel Group, and gave its consent to them,
  5. examined the manner in which Impel S.A. fulfils its disclosure obligations concerning the application of corporate governance rules set forth in the Exchange Rules and regulations concerning current and periodic information provided by issuers of securities,
  6. familiarized itself with changes in the accounting regulations and the accounting policy of Impel Group, in particular with their impact on the presentation of results.
  7. participated in the procedure of selecting an expert auditor,
  8. submitted current reports on the activities of the Audit Committee at the Supervisory Board meetings.

 

  1. FORMAL DOCUMENTS ADOPTED BY THE AUDIT COMMITTEE
  1. The Audit Committee has prepared this report on the activities of the Audit Committee of the Supervisory Board in 2018.
  2. The Audit Committee prepared (as a result of performing its duties under Article 130(2) of the Act of 11 May 2017 on Expert Auditors, Audit Companies and Public Supervision and on the basis of the Policy and Procedure of Selection of Audit Company Approved by the Resolution of the Supervisory Board of October 2017) a recommendation for the Supervisory Board regarding selection of an audit company to audit financial statements of Impel S.A. and the consolidated report of the Impel Group, with a justification. The recommendation of the Audit Committee concerning the selection of an auditing company to carry out the audit met the conditions specified in the aforementioned Act and internal normative regulations of Impel S.A. and was drawn up following the selection procedure organised by Impel S.A.

 

  1. EVALUATIONS AND RECOMMENDATIONS OF THE AUDIT COMMITTEE

In the opinion of the Audit Committee:

  1. In terms of financial reporting:
  1. the financial statement of Impel S.A. and the consolidated financial statement of Impel Group in all material aspects were prepared in accordance with the accounting principles and on the basis of properly kept accounting books and reliably reflect the results of economic activity and the assets and financial situation of the Company and the Group in 2018;
  2. the report of the Management Board on the activity of Impel S.A. and Impel Group shows the true and accurate condition of the Company and the Group in 2018;
  3. without raising any objections to the preparation of the 2018 report, the Audit Committee draws attention to the risks described in the report of the independent certified auditor from the annual audit of consolidated financial statements, which is attached as an appendix to this report;
  1. Within the scope of internal functions:
  1. The Impel Group has a separate department within its structure responsible for internal audit and responsibility for activity is assigned in accordance with the law, internal regulations and risk management principles,
  2. the company should monitor and review the effectiveness of internal functions on an ongoing basis, and continuously assess whether its resources are sufficient for the organisation.
  1. While assessing the performance of information duties, the Audit Committee states that:
  1. the company prepares and publishes periodic reports on a timely basis,
  2. has internal procedures in place, including regulations governing the circulation and protection of access to confidential information and the performance of information duties in the Impel Group, which determine, among others, the rules for preparing and publishing current and periodic reports and the rules for dealing with confidential information,
  3. reports on an ongoing basis on information identified by the Management Board as confidential,
  4. implementation of internal procedures requires periodic internal audits,
  1. The independence of the expert auditor in relation to the Company and its management was assessed by the Audit Committee and confirmed on the basis of the statement submitted by the expert auditor.