Report on the activity of the Audit Committee and the Remuneration Committee
The Management Board of PBG S.A. hereby publishes the reports of the Audit Committee and the Remuneration Committee, submitted to the Supervisory Board on 24 April 2006.
Report on the activities of the Audit Committee, presented to the Supervisory Board on 24 April 2004
Background information on the Audit Committee:
The Audit Committee was established under the Resolution no. 2 of the Supervisory Board of PBG S.A., dated 25 June 2005.
The Audit Committee has been entrusted with the following tasks in particular:
- Review of the independence of a selected chartered auditor, advising the Supervisory Board on the selection of a chartered auditor as well as on the terms of agreement with such expert and the amount of remuneration payable to such expert. Should the Board of Directors select a chartered auditor other than the expert recommended by the Audit Committee, such a decision must be supported with a detailed rationale.
- Analysis and evaluation of relations and dependencies within the Company, the Supervisory Board and the Management Board with respect to any actual and potential conflicts of interest; delivery of actions aimed to eliminate such problems.
- Assurance of an optimum communication between the chartered auditor and the Supervisory Board.
- Review of quarterly, semi-annual and annual financial statements received from the members of the Company subsidiaries; as well as quarterly, semi-annual and consolidated annual financial statements of the capital group.
The Audit Committee meets when required, but at least once a quarter.
Committee operations in 2005:
25 June 2005 - an organisational meeting to determine topics of future meetings and forms of communication among the Committee members;
5 August 2005 - a meeting aimed to select the auditor to review the semi-annual financial statement of PBG S.A. for 2005, the consolidated annual financial statement of the PBG Capital Group for 2005, the individual annual statement for 2005 and the consolidated annual financial statement of the Capital Group for 2005. The Committee selected HLB Fr?ckowiak i Wspólnicy Sp. z o.o. as the recommended auditor to review only the semi-annual statement of PBG S.A. and the consolidated financial statement of the PBG Capital Group as of 30 June 2005. HLB was recommended to the Supervisory Board at the meeting on 09 August 2005. The Supervisory Board chose the auditor in line with the foregoing recommendation.
08 September 2005 - meeting aimed to select the recommended auditor to review the individual annual financial statement of PBG S.A., consolidated financial statements of the Capital Group for 2005 and 2006, as well as to carry out and individual review and a consolidated semi-annual review at 30 June 2006. The Audit Committee chose and recommended HLB Fr?ckowiak i Wspólnicy to the Supervisory Board. The Supervisory Board passed a Resolution on 12 September 2005, whereby it appointed HBL as the auditor in line with the recommendation of the Audit Committee.
07 November 2005 - a meeting aimed to discuss the quarterly performance for QIII 2005 before the publication of consolidated performance results.
Report on the activities of the Remuneration Committee, presented to the Supervisory Board on 24 April 2006.
34/2006: Background information:
The Remuneration Committee was established under the Resolution no. 3 of the Board of Directors, dated 25 June 2005. The Remuneration Committee has been entrusted with the following tasks in particular:
- general monitoring of remuneration practices and remuneration levels across the Company,
- defining the terms of employment of the Management Board members and Company executives,
- defining the bonus plan for the financial year.
- The Remuneration Committee meets when required, but at least once a quarter. The Chairman of the Remuneration Committee is selected and appointed by other Committee members.
The Remuneration Committee meets when required, but at least once a quarter.
Committee operations in 2005:
25 June 2005 - an organisational meeting aimed to determine topics of future meetings and forms of communication among the Committee members;
05 September 2005 - a working meeting : review and verification of the remuneration policy and the bonus system in PBG S.A.;
15 December 2005 - a meeting aimed to determine the remuneration for the Management of PBG S.A. payable after the planned issue of E-shares.
Legal basis:
Principle no. 28 of Good Practice 2005
Signature of the authorised person:
Magdalena Eckert-Boruta