The Supervisory Board of the Company, in line with § 12 section 2 letter g) of the Company Articles of Association, having learned of the recommendation of Audit Committee at its meeting on March 25, 2021, passed a resolution on the selection of audit company ReVision Rzeszów - Józef Król Spółka z ograniczoną odpowiedzialnością with main registered office in Rzeszów at Bp. J. Pelczar 6C/8 Str. (registered in the schedule of audit companies managed by the National Council of Expert Auditors under no. 3510) for:
- auditing annual separate and consolidated financial statements of the Company for years 2021-2023,
- reviewing half-yearly separate and consolidated financial statements of the Company for years 2021-2023.
The selection of entity authorized to audit financial statements was carried out in accordance with applicable regulations and professional standards, particularly in accordance with the May 11, 2017 Act on Expert Auditors, Audit Companies and Public Supervision (Journal of Laws of June 6, 2017, item 1089), and in accordance with the Company's internal regulations concerning the policy and procedure of selection of audit companies.
The contract with the selected entity will be concluded for the period of providing the above mentioned services.
AUDIT FIRM SELECTION POLICY AT IZOSTAL S.A.
- In accordance with the Articles of Association of IZOSTAL S.A., the selection of an audit firm to audit financial statements is made by the Supervisory Board. This selection is made on the basis of a recommendation of the Audit Committee.
- The Audit Committee makes a recommendation to the Supervisory Board, after conducting a tender procedure for the audit of financial statements of IZOSTAL S.A., held in accordance with the "Procedure for the selection of an audit firm in IZOSTAL S.A." prepared by the Audit Committee and approved by the Supervisory Board.
- If the selection of an audit firm does not concern the extension of an audit agreement, then the recommendation of the Audit Committee to the Supervisory Board shall include at least two proposed firms, the best among those that submitted offers, together with a justification, and the indication of the Audit Committee's preferences towards one of them, together with a justification. The Audit Committee's recommendation should include: (a) assurance that it is free from any influence of third parties and (b) statement whether IZOSTAL S.A. concluded agreements containing the clauses referred to in Art. 66(5)(a) of the Accounting Act.
- If the decision of the Supervisory Board of IZOSTAL S.A. deviates from the recommendation of the Audit Committee, then the Supervisory Board is obliged to justify in writing the reasons for non-compliance with the recommendations of the Audit Committee and provide the justification of the decision taken to the General Meeting of Shareholders.
- The maximum continuous duration of audit engagement for the financial statements prepared by IZOSTAL S.A. carried out by the same audit firm or an audit firm affiliated with this firm or any member of the network operating in the countries of the European Union to which these audit firms belong shall not exceed 5 years.
- A single key statutory auditor may not audit financial statements of IZOSTAL S.A. for more than 5 years. He may reexamine the statements prepared by IZOSTAL S.A. after at least 3 years from the end of the last examination.
- An agreement with an auditing firm may be concluded by IZOSTAL S.A. for a period not shorter than 2 years and not longer than 5 years.
AUDIT FIRM SELECTION PROCEDURE
- The Supervisory Board, and in particular the Audit Committee operating within its structure, is responsible for carrying out the process of selecting the audit firm to audit IZOSTAL S.A financial statements.
- The procedure for the selection of an audit firm for the audit of financial statements consists of 6 stages:
- preparation by the Audit Committee of tender documents addressed to audit firms interested in submitting a bid, including, inter alia, transparent and non-discriminatory criteria for the selection of an audit firm,
- publication by IZOSTAL S.A. of an invitation to tender for the audit of financial statements of IZOSTAL S.A,
- evaluation by the Audit Committee of the offers submitted by the audit firms in accordance with the specific selection criteria included in the tender documentation,
- preparation by the Audit Committee of a report containing conclusions from the above mentioned tender procedure,
- preparation of recommendations for the Supervisory Board by the Audit Committee, including identification of two selected best audit firms with justification of this proposal and identification of the firm recommended by the Audit Committee, with justification,
- adoption of a resolution by the Supervisory Board on the appointment of an audit firm.
- The tender documentation prepared by the Audit Committee, with the support of the Management Board Office and the Personnel of IZOSTAL S.A., contains at least the following information:
- detailed description of the subject of the expected offer,
- list of financial statements that will be audited and reviewed, specifying the financial years,
- preferred dates for the commencement and completion of the audit and for the submission of the audit reports and opinions by the audit firm,
- information about IZOSTAL S.A. and its capital group,
- standards applied in the IZOSTAL S.A. capital group for preparing financial statements,
- definition of the detailed criteria for selection of audit firms.
- The following general criteria apply to the selection of an audit firm:
- position on the audit services market of entities conducting audits of public-interest entities, including listed companies,
- knowledge of the industry in which the parent company and its subsidiaries operate,
- expected remuneration for the audit of the financial statements, including additional costs,
- remuneration payment terms,
- method of audit proposed by the auditor,
- reputation of the audit firm and confirmation of the due quality of its audit services,
- scope and amount of insurance of the audit firm.
- Publication by IZOSTAL S.A. of the invitation to tender for the audit of financial statements, addressed to audit firms, will be made in one of the public media and on the website of IZOSTAL S.A. - www.izostal.com.pl
This invitation should include:
- list of financial statements that will be audited and reviewed, specifying the financial years,
- indication of the IZOSTAL S.A. website address where information on the scope of the entity's activity and detailed criteria for selecting an audit firm can be found,
- list of documents which should be attached to the prepared tenders,
- time limit for the submission of tenders and address to which they must be delivered.
- Offers submitted by audit firms are checked by members of the Audit Committee, both in terms of completeness and formal requirements.
Then, the Audit Committee evaluates the submitted bids that meet the formal requirements, in accordance with the selection criteria specified in the tender documentation.
Within the framework of the conducted procedure, it is also possible to conduct direct negotiations between the representatives of selected audit firms and competent authorities operating within the structure of IZOSTAL S.A.
- The result of the assessment is the preparation of a report by the Audit Committee containing the results of the assessment and a recommendation containing two options for selecting an audit firm, together with a justification and preferences for one of them.
- In accordance with the Articles of Association of IZOSTAL S.A., the audit firm is selected by the Supervisory Board in the manner specified in the "Audit firm selection policy at IZOSTAL S.A.” document approved by the Board.
PROCEDURE FOR PROVISION OF ADDITIONAL SERVICES BY AUDIT FIRM TO IZOSTAL S.A.
- This document defines the rules of providing additional services by the audit firm auditing the financial statements of IZOSTAL S.A. for a specific financial year.
- The regulations contained in this document concern the provision of financial audit services and other services not being financial audit activities by the auditing firm, affiliated entities and members of the audit firm's network to IZOSTAL S.A. and its subsidiaries.
- Whenever additional services are provided by an audit firm, the entities and persons referred to in point 2, a written consent by the Audit Committee of the Supervisory Board of IZOSTAL S.A. shall be obtained.
- Before taking a decision on granting consent to provide additional services, the Audit Committee shall assess the existing threats and safeguards of independence of the audit firm, its affiliates, members of the network in which the audit firm operates and the key statutory auditor.
A list of prohibited services shall be established, both those of a financial audit nature and such other services the provision of which is impossible by the entities listed in point 2:
tax services relating to:
- Preparation of tax returns, calculation of taxes and customs obligations,
- Identification of public subsidies and tax incentives that do not require the support of a statutory auditor and an audit firm in accordance with the law,
- Support for tax audits carried out by tax authorities, unless such support is required by law,
- Tax advisory services,
- services involving any participation in the management or decision-making process of the audited entity,
- keeping accounting records and drawing up accounting documentation and financial statements,
- payroll services,
- developing and implementing internal control procedures or risk management procedures relating to the preparation or control of financial information, or developing and implementing technological systems for financial information,
- valuation services, including valuations in connection with actuarial or legal dispute resolution support services,
legal services including:
- Providing general legal advice,
- Negotiating on behalf of the audited entity,
- Acting as an ombudsman for the settlement of a dispute,
- services related to the internal audit function,
- services related to financing the capital structure and capital allocation and investment strategy of IZOSTAL S.A. with the exception of attestation services in connection with the financial statements, such as issuing letters of confirmation in connection with the prospectus,
- conducting promotional activities and trading in shares on own account of the entities listed in points 2 or share issue underwriting,
human resources services with respect to:
- The managerial staff in the form of searching for, selecting candidates for, or checking references to, such positions,
- Developing an organisational structure,
- Cost control,
- other non-audit services.
- tax services relating to:
- Prohibition to provide the services listed in points 5 by the entities specified in point 2 refers to the period from the beginning of the period covered by the audit to the issuance of the audit report, and in the case of legal services listed in point 5(g) additionally to the financial year immediately preceding the audited period.
The entities listed in point 2 may perform the services listed in point 7 after obtaining the approval of the Audit Committee, which concerns the services listed below:
- services of conducting due diligence procedures in the economic and financial condition and issuing letters of confirmation, performed in connection with the prospectus drawn up by IZOSTAL S.A. in accordance with the national standards for related services and consisting in the performance of agreed procedures,
- attestation services in the field of pro forma financial information, forecasts of results or financial results included in the prospectus drawn up by IZOSTAL S.A,
- audit of historical financial information to the prospectus prepared by IZOSTAL S.A., referred to in the Commission Regulation (EC) No. 809/2004 of 29 April 2004,
- verification of consolidation portfolios prepared by IZOSTAL S.A,
- confirmation of compliance with the terms and conditions of the loan agreements based on the analysis of financial information from the audited financial statements,
- attestation services for corporate governance reporting, risk management and corporate social responsibility,
- preparation of certificates concerning statements or other financial information intended for the Supervisory Board, owners, going beyond the scope of the audit of financial statements and intended to assist these authorities in fulfilling their statutory duties.