Regulations of the Audit Committee
Regulations of the Audit Committee adopted by the Supervisory Board of Pragma Faktoring S.A. on September 6, 2017.
Appendix No. 2 to the minutes of the Supervisory Board meeting of September 6, 2017.
General provisions
The Audit Committee of the Supervisory Board of Pragma Faktoring S.A. (hereinafter referred to as the Committee) is a controlling organizational unit operating within the Supervisory Board, on the basis of applicable laws, in particular the Act of May 11, 2017 on Statutory Auditors, Audit Firms and Public Supervision, Regulation of the European Parliament and of the Council (EU) No. 537/2017 of April 16, 2014, Regulations of the Supervisory Board.
Composition of the Committee
The Committee consists of three members elected by the Supervisory Board from its membership.
At least one member of the Committee shall have knowledge and skills in accounting or auditing.
At least one member of the Committee shall have knowledge and skills in the industry in which Pragma Faktoring S.A. operates, or individual members in specific scopes shall have knowledge or skills in that industry.
The Committee elects a Chairman from among its members, who directs the work of the Committee.
At least one member of the Committee shall have knowledge and skills in accounting or auditing.
At least one member of the Committee shall have knowledge and skills in the industry in which Pragma Faktoring S.A. operates, or individual members in specific scopes shall have knowledge or skills in that industry.
The Committee elects a Chairman from among its members, who directs the work of the Committee.
Method of operation
Meetings of the Committee should be held at a frequency that allows the Committee to perform the tasks provided for in the Law.
A meeting of the Committee may be held if all its members have been notified of it in accordance with these regulations, with at least two members present.
The Chairman of the Committee may invite other Members of the Supervisory Board, Members of the Management Board, employees of the Company, auditors and other persons to the meetings.
The Committee’s decisions are made by a simple majority. In the event of a vote with an equal number of votes for and against, the Chairman shall have the casting vote.
Committee members participate in Committee meetings and votes in person or by means of direct remote communication.
The Committee, in exceptional situations, if so ordered by the Chairman, may adopt resolutions in writing (by circulation), by mail or e-mail. Adoption of resolutions by written procedure may not replace the Committee’s meetings having as their subject the Company’s annual and semi-annual financial statements.
Meetings of the Committee shall be convened by the Chairman. Information about the convening of the meeting shall be sent to the Committee members at the e-mail addresses indicated by them no later than five days before the meeting, and in urgent cases no later than one day before the meeting.
The minutes of the Committee meeting shall be prepared by the Chairman or another Committee member in the absence of the Chairman.
A meeting of the Committee may be held if all its members have been notified of it in accordance with these regulations, with at least two members present.
The Chairman of the Committee may invite other Members of the Supervisory Board, Members of the Management Board, employees of the Company, auditors and other persons to the meetings.
The Committee’s decisions are made by a simple majority. In the event of a vote with an equal number of votes for and against, the Chairman shall have the casting vote.
Committee members participate in Committee meetings and votes in person or by means of direct remote communication.
The Committee, in exceptional situations, if so ordered by the Chairman, may adopt resolutions in writing (by circulation), by mail or e-mail. Adoption of resolutions by written procedure may not replace the Committee’s meetings having as their subject the Company’s annual and semi-annual financial statements.
Meetings of the Committee shall be convened by the Chairman. Information about the convening of the meeting shall be sent to the Committee members at the e-mail addresses indicated by them no later than five days before the meeting, and in urgent cases no later than one day before the meeting.
The minutes of the Committee meeting shall be prepared by the Chairman or another Committee member in the absence of the Chairman.
Tasks of the Committee
The Committee’s tasks include monitoring:
(a) the financial reporting process;
( b) the effectiveness of internal control and risk management systems and internal audit, including with regard to financial reporting;
( c) the performance of auditing activities, in particular the audit firm’s audit of the Company’s separate and consolidated financial statements.
( b) the effectiveness of internal control and risk management systems and internal audit, including with regard to financial reporting;
( c) the performance of auditing activities, in particular the audit firm’s audit of the Company’s separate and consolidated financial statements.
In this regard, the Committee should examine in particular:
(a) any changes in accounting standards, policies and practices;
(b) significant adjustments to accounting items resulting from the audit;
(c) statements on the Company’s going concern;
(d) compliance of financial documents with applicable regulations on bookkeeping.
The Committee controls and monitors the independence of the auditor and the audit firm, particularly when other permitted services other than auditing are provided to the Company by the audit firm.
The Committee informs the Supervisory Board of the results of the auditor’s audit and explains how the audit contributed to the integrity of financial reporting, as well as the Committee’s role in the audit process.
The Committee evaluates the auditor’s independence and approves the auditor’s provision of permitted services other than auditing.
(b) significant adjustments to accounting items resulting from the audit;
(c) statements on the Company’s going concern;
(d) compliance of financial documents with applicable regulations on bookkeeping.
The Committee controls and monitors the independence of the auditor and the audit firm, particularly when other permitted services other than auditing are provided to the Company by the audit firm.
The Committee informs the Supervisory Board of the results of the auditor’s audit and explains how the audit contributed to the integrity of financial reporting, as well as the Committee’s role in the audit process.
The Committee evaluates the auditor’s independence and approves the auditor’s provision of permitted services other than auditing.
The committee develops policies:
a) the selection of an audit firm to perform audits;
b) the provision of permitted non-audit services by the audit firm performing the audit, by affiliates of the audit firm, and by a member of the audit firm’s network.
The Committee shall determine the procedures for the selection of the audit firm.
The Committee makes recommendations to the Supervisory Board on the appointment of auditors, in accordance with the policies referred to in Section 6.
The Committee submits recommendations to the Supervisory Board and the Management Board to ensure the integrity of the Company’s financial reporting process.
The Committee prepares an annual report on its activities for the Supervisory Board.
b) the provision of permitted non-audit services by the audit firm performing the audit, by affiliates of the audit firm, and by a member of the audit firm’s network.
The Committee shall determine the procedures for the selection of the audit firm.
The Committee makes recommendations to the Supervisory Board on the appointment of auditors, in accordance with the policies referred to in Section 6.
The Committee submits recommendations to the Supervisory Board and the Management Board to ensure the integrity of the Company’s financial reporting process.
The Committee prepares an annual report on its activities for the Supervisory Board.
Powers of the Committee
The Committee is authorized to:
a) examine all activities of the Company relevant to the tasks of the Committee,
b) obtain from the Board of Directors and employees of the Company all information, reports and explanations, review books and accounting documents and directly inspect the Company’s assets and control its activities.
b) obtain from the Board of Directors and employees of the Company all information, reports and explanations, review books and accounting documents and directly inspect the Company’s assets and control its activities.
Final provisions
Organizational support for the Committee is provided by the Company’s secretariat.
The Company’s Board of Directors provides the conditions and means for the Committee to perform its tasks.
Documents of the Committee’s meetings are kept at the Company’s headquarters.
The Chairman is obliged to hand over all materials relating to the Committee to his successor immediately after the end of his term of office.
These Regulations shall come into force as of the date of their adoption by the Supervisory Board.
Any amendments to these Regulations shall require a resolution of the Supervisory Board.
The Company’s Board of Directors provides the conditions and means for the Committee to perform its tasks.
Documents of the Committee’s meetings are kept at the Company’s headquarters.
The Chairman is obliged to hand over all materials relating to the Committee to his successor immediately after the end of his term of office.
These Regulations shall come into force as of the date of their adoption by the Supervisory Board.
Any amendments to these Regulations shall require a resolution of the Supervisory Board.