The Supervisory Board appointed an Audit Committee at the Company, pursuant to Article 128(1) of the Act on Statutory Auditors. The Audit Committee is particularly responsible for the tasks referred to in Article 130(1) of the Act on Statutory Auditors, including for:
- monitoring the financial reporting process;
- monitoring the effectiveness of the internal control, risk management and internal audit systems, also in the scope of financial reporting;
- monitoring the performance of financial audits, in particular audits carried out by audit firms, including any findings and recommendations of the Polish Financial Supervision Authority (KNF) arising from inspections held at the audit firm.
The brief of the Audit Committee is set out in the “Terms of Reference of the Audit Committee of XTPL S.A.” adopted by the Supervisory Board by Resolution No. 5/06/2018 of 5 June 2018.
The Audit Committee consists of 3 (three) members. As at the Prospectus Date, the members of the Audit Committee are:
|Full name||Role at the Audit Committee||Additional competencies of the Audit Committee members|
|1||Wiesław Rozłucki||Chairman of the Audit Committee||Has knowledge and skills in the area of capital markets. From 1991 to 2006, President of the Management Board of the Warsaw Stock Exchange (Giełda Papierów Wartościowych S.A.). Currently, the Chairman of the Supervisory Board of BPH Bank. Meets the independence criterion *|
|2||Piotr Lembas||Member of the Audit Committee||He has knowledge and accounting skills within the meaning of the Act on Statutory Auditors. He has a degree in finance and accounting and holds CFA designation. For nearly two years, he worked in the financial department of the Adiuvo Investments S.A. Group, where he supported the financial director in the preparation of financial statements to comply with the obligations imposed on WSE listed companies. Meets the independence criterion *|
|3||Herbert Wirth||Member of the Audit Committee||Professor Herbert Wirth has knowledge of the materials technology industry (obtained BEng, PhD degrees from the University of Science and Technology in Kraków; currently professor in Wrocław University of Technology), and the business management industry (completed postgraduate studies in project management, including at the George Washington University School of Business and Public Management). Professor Herbert Wirth has also skills in the area of materials technologies, international trade and global business administration (e.g. acquired during his role as the CEO of KGHM). Moreover, he has experience in research & development – he held, for example, managerial functions at the Copper R&D Center Cuprum sp. z o.o., and served as Head of Development and Project Management at KGHM). Meets the independence criterion *|
* According to article 129.3 Act of Statutory Auditors