Strona stosuje pliki cookies. Korzystanie ze strony oznacza zgodę na wykorzystanie plików cookies zgodnie z
Polityką prywatności.

Miniaturka

Corporate Governance

Top
Top

General Meeting

The General Meeting of Shareholders is a principal governing body of NEUCA SA. Shareholders may participate in the Meeting and exercise their voting rights in person or by proxy.

The General Meeting is attended by Members of the Supervisory Board and members of the Board of Directors. In the event when the agenda covers the Company's financial affairs, the General Meeting is attended by auditors too. Members of the Supervisory Board and of the Board of Directors and the Company's auditors,each within their competences and to the extent necessary to resolve matters discussed during the Meeting, provide explanations and information about the Company to participants of the Meeting.

 

Supervisory Board

The Supervisory Board exercises supervision over NEUCA SA. operations, appoints members of the Board of Directors and determines terms and conditions for their remuneration.

The board consists of five to nine members. The General Meeting defines the number of Members of the Supervisory Board within the limits stipulated above. The term of office of the Supervisory Board is three years. Their work is managed by the Chairman of the Supervisory Board appointed by absolute majority of votes of the Members of the Board present at the meeting. Resolutions are adopted by absolute majority of votes of the Members present. In the event of an equal number of votes, the Chairman has a casting vote.

The Supervisory Board of the Company as at December 31, 2015 included:

  • Kazimierz Herba 
    Chairman of the Supervisory Board
  • Wiesława Herba
    Deputy Chairman of the Supervisory Board,
    Chairman of the Audit Committee
  • Tadeusz Wesołowski 
    Member of the Supervisory Board
    Member of the Audit Committee
  • Iwona Sierzputowska
    Member of the Supervisory Board
    Member of the Audit Committee
  • Bożena Śliwa
    Member of the Supervisory Board

 

Board of Directors

The Board of Directors manages current operations of NEUCA SA., represents it in any outside dealings and manages its assets.

It consists of one to five members, including the President of the Board of Directors, who manages its work. The members of the Board of Directors are appointed by the Supervisory Board for a joint term of five years. The Supervisory Board appoints the President of the Board of Directors from among members of the Board of Directors. Except the President of the Board of Directors, each of other Members of the Board of Directors has the title of the Vice President of the Board of Directors.

The Board of the Directors of the Company as at December 31, 2015 included:

  • Piotr Sucharski President of the Board of Directors
  • Grzegorz Dzik Vice–President of the Board of Directors
  • Witold Ziobrowski Vice–President of the Board of Directors
  • Tomasz Józefacki Vice–President of the Board of Directors

 

Audit Committee

On September 15, 2009 the Supervisory Board appointed the Audit Committee of NEUCA Group. The Committee works based on Rules approved by the Supervisory Board.

The Committee consists of persons having large experience and high qualifications to perform such important functions.

Currently, functions in the Audit Committee are exercised by persons selected from among members of the Supervisory Board:

  • Wiesława Herba Chairman of the Audit Committee
  • Tadeusz Wesołowski Chairman of the Audit Committee
  • Iwona Sierzputowska Member of the Audit Committee

 

Role and activities of the Audit Committee

NEUCA Group Audit Committee is an advisory and opinion–giving body operating within the Supervisory Board.

The objective of the Audit Committee is to support the Supervisory Board in control and supervision duties in order to supervise financial reporting, internal audit and risk management processes in the Group. Last year, four meetings of Members of the Committee were held. The Committee also monitors, on an ongoing basis, works of the Central Bureau of Internal Audit (CBAW).

Basic tasks of CBAW include:

  • assessment of effectiveness of solutions applied within audited processes,
  • identification and assessment of risks existing within audited processes,
  • analysis of effectiveness of any applied control mechanisms and recommendations of corrective actions, assessment of methods to secure NEUCA Group resources.

The Central Bureau of Internal Audit was established in 2009 with participation of Ernst and Young. CBAW works according to the methodology of internal audit and the Rules approved by the Audit Committee. To ensure high standards of internal audit, internal auditors hold international Certified Internal Auditor qualifications or follow training and exams required to obtain such qualifications. In the last five years more than 100 processes identified within the Group were audited. Implemented recommendations contributed to a verification of risks and threats and to an improvement in internal control activities and mechanisms already in place within the processes existing in NEUCA Group.

 

Cooperation with external auditors

The Committee has been actively involved in any external audit issues.

In 2015, the Audit Committee:

  • decided and recommended the Supervisory Board to appoint Deloitte as the Company's auditors,
  • met with the Audit Department Director from Deloitte who is responsible for auditing 2015 financial statements in order to determine terms and conditions of cooperation and reporting as well as of cooperation with CBAW auditors,
  • attended a Deloitte presentation concerning their audit of 2015 interim financial statements of the Group. Deloitte presented their Letter with recommendations addressed to the Board of Directors of NEUCA SA and the reply from the Board of Directors.

 

COMPLIANCE WITH REGULATIONS

The Audit Committee together with the Legal Service Office, internal auditors and any other authorized persons reviewed legal and corporate issues which have a significant impact on the Company's financial statements and the policy of compliance of all rules and regulations applied in the Group and procedures as well as any significant statements, reports and documents. For NEUCA SA our compliance with corporate governance requirements is a top priority. The Company has in place a clear and effective information policy, in the organisational structure there is a separate PR unit responsible for application of such policy in any contacts with media and investors. A more detailed information on compliance with the corporate governance principles is available in the Annual Reports published at www.neuca.pl

In 2015, NEUCA was subject to the rules of corporate governance defined by the Supervisory Board of the Warsaw Stock Exchange in Warsaw in the document titled "Best Practices of WSE Listed Companies", introduced by Resolution No. 12/1170/2007 of the Supervisory Board of the Warsaw Stock Exchange in Warsaw of July 4, 2007, as amended by by Resolution No. 19/1307/2012 of November 21, 2012. The text of the rules is publicly available on the WSE website at www.corp-gov.gpw.pl.