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Audit Committee Regulations

RULES OF PROCEDURE FOR THE COMMITTEE OF SUPERVISORY BOARD OF APATOR SA 

§ 1.

  1. The role of the Audit Committee of the Supervisory Board of Apator S.A. is to provide consulting and advisory support to the Supervisory Board
  2. The Audit Committee operates on the basis of:
    • the Act on Statutory Auditors, Audit Firms, and Public Oversight of May 11th 2017 (Dz. U. of 2017, item 1089),
    • the Best Practice for WSE Listed Companies,
    • these Rules.

§ 2.

  1. The Audit Committee is composed of three Members appointed by the Supervisory Board from among its Members. At least one Member of the Audit Committee must have the expertise and competence in accounting or auditing of financial accounts. 
  2. The Audit Committee is headed by the Chair of the Committee, appointed by the Supervisory Board from among the Audit Committee Members.
  3. Members of the Audit Committee must have the expertise and competence in the industry in which the Company operates. The above condition is deemed satisfied if at least one Member of the Audit Committee has the overall expertise and competence in the industry in which the Company operates, or its individual Members have the expertise and competence in different aspects of the industry.
  4. Most of the Audit Committee Members, including its Chair, meet the independence criteria set forth in the Act on Statutory Auditors, Audit Firms, and Public Oversight of May 11th 2017 (Dz. U. of 2017, item 1089).
  5. All the Audit Committee Members are appointed for a joint term of office, the same as the term of office of the Supervisory Board.
  6. Should the mandate of a Supervisory Board Member who is also an Audit Committee Member expire prior to the end of the Supervisory Board’s term, the Supervisory Board will appoint a new Audit Committee Member to fill the vacancy on the Committee for the rest of the Supervisory Board’s term.
  7. Irrespective of the provisions of Section 2.6, an Audit Committee Member may be removed from the Committee at any time by a resolution of the Supervisory Board.

§ 3.

The role of the Audit Committee is to advise the Supervisory Board on matters related to separate and consolidated financial reporting, internal control and risk management, and to cooperate with auditors.

The Audit Committee’s responsibilities include:

    • monitoring of the financial reporting process,
    • monitoring of the Company’s internal control, internal audit, risk management and compliance systems for effectiveness, and assessing whether internal audit needs to be set up as a separate organisational unit,
    • monitoring the performance of financial audit activities (particularly an audit performed by an audit firm, taking into account any conclusions and findings of an inspection carried out at the audit firm by the Audit Oversight Commission),
    • checking and monitoring the independence of the statutory auditor and audit firm, particularly in the case of any non-audit engagements for the Company,
    • assessing the independence of the auditor and approving the provision by the auditor of permitted non-audit services,
    • developing policies for selecting an audit firm to audit the financial statements,
    • developing policies for the provision of permitted non-audit services by the audit firm, its affiliates and members of its network,
    • establishing an audit firm selection procedure,
    • recommending to the Supervisory Board the choice of an audit firm qualified to audit the financial statements of Apator S.A. and the Apator Group in accordance with the policies referred to in Sections 3.6 and 3.7,
    • obtaining from the audit firm an additional report referred to in Article 11 of Regulation (EU) No 537/2014 of the European Parliament and of the Council on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC,
    • providing recommendations to ensure reliability of the Company’s financial reporting process,
    • reviewing half-year and full-year financial statements of Apator S.A. and the Apator Group, including the Directors’ Reports.

§ 4.

In order to perform its tasks specified in Section 3, the Audit Committee is authorised to do the following without the agency of the Supervisory Board:

    • request the Company’s Management Board to provide information, explanations and documents, in particular regarding matters related to accounting, finance, internal audit, risk management and compliance,
    • invite Members of the Management Board, statutory auditors, and employees competent to provide information on any matters under investigation, including the Chief Financial Officer and managers reporting to the Chief Financial Officer, to Audit Committee meetings,
    • obtain a statement confirming independence of the audit firm and the statutory auditors,
    • request the lead auditor to discuss any major issues which arose during an audit with the Audit Committee, the Management Board or the Supervisory Board.

§ 5.

Performance by the Audit Committee of its activities defined in these Rules will not replace any powers or responsibilities conferred upon the Supervisory Board by applicable laws or the Company’s Articles of Association, and will not release the Supervisory Board Members from their liability. 

§ 6.

  1. The Audit Committee will meet as needed, at least twice a year. Meetings of the Audit Committee should be held at least before the Company issues its (half-year and full-year) separate and consolidated financial statements.
  2. Meetings of the Audit Committee are convened by its Chair, who will invite the Committee Members not later than 14 (fourteen) days before the scheduled date of the meeting by sending an email message to the email address made available to the Committee Members by the Company. Meetings the Audit Committee may also be held by means of remote communication. In such a case, the 14 days’ notice of a meeting will not be required.
  3. The work of the Audit Committee will be managed by its Chair, who will determine the agendas and supervise the distribution of materials and the taking of the minutes of the Committee meetings.
  4. The Audit Committee acts as a collective body. All proposals, recommendations or decisions of the Audit Committee will require resolutions, passed by a simple majority of votes. A resolution will be valid if passed in the presence of at least two Members of the Audit Committee. In the event of a voting tie, the Chair will have the casting vote.
  5. The Chair of the Audit Committee will inform the Supervisory Board of any recommendations produced and other determinations made by the Audit Committee.
  6. Meetings of the Audit Committee may be attended by Members of the Supervisory Board who are not Members of the Audit Committee.


§ 7.

  1. Meetings of the Audit Committee are recorded in minutes, which specify:
    • the date of the meeting,
    • its agenda,
    • the list of attendees,
    • any produced recommendations,
    • the voting results, any dissenting opinions,
    • any other decisions made by the Committee.
  2. The minutes are signed by all the Committee Members present at the meeting.
  3. Minutes of the Audit Committee meetings and any other materials will be kept together with the rest of the Supervisory Board’s documents at the Company’s registered office. 

§ 8.

A report on the Audit Committee’s activities in a given financial year will be a part of the report on the Supervisory Board’s activities. 

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