Report Publication Announcement • May 21, 2024
Report Publication Announcement
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Appendix to Resolution No. 5 of the Supervisory Board of Grupa Pracuj S.A. dated April 03, 2024 regarding the acceptance of Supervisory Board's report on its activities in the year ended on December 31, 2023

Report of the Supervisory Board of Grupa Pracuj S.A. on its activities in the year ended on December 31, 2023
Warsaw, April 3, 2024

| I. | Definitions 3 | |
|---|---|---|
| II. | Composition of the Supervisory Board in 2023 3 | |
| III. | Assessment of the independence of Members of the Supervisory Board 4 | |
| IV. | Activities of the Supervisory Board in 2023 4 | |
| V. | Self-assessment of the work of the Supervisory Board in 2023 6 | |
| VI. | Composition of the Audit Committee in 2023 7 | |
| VII. | Activities and evaluation of the work of the Audit Committee in 2023 7 | |
| VIII. | Evaluation of the Company's situation on a consolidated basis, including evaluation of the systems of internal control, risk management, compliance and internal audit function 8 |
|
| IX. | Evaluation of the application of the principles of corporate governance and the manner in which the Company fulfils its disclosure obligations 11 |
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| X. | Evaluation of the appropriateness of expenditure referred to in Principle 1.5 of the Best Practices 11 |
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| XI. | Information on the extent to which the diversity policy is implemented on the Management Board and the Supervisory Board 11 |
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| XII. | Conclusions on the assessment of the standalone and consolidated financial statements, Management Board's report on the activities of the Company and the Group, and profit distribution proposal for the year ended December 31, 2023 12 |
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| XIII. | Evaluation of the fulfilment by the Management Board of its information obligations towards the Supervisory Board and the preparation and presentation by the Management Board of information, documents, reports and explanations requested by the Supervisory Board 13 |
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| XIV. | Total amount of remuneration of the Supervisory Board's advisors in 2023 13 | |
| XV. | Concluding remarks 14 |

In this Report (as defined below), capitalised terms have the meaning given to them below:
| Best Practices | means the set of corporate governance principles entitled "Code of Best Practice for WSE Listed Companies 2021", as attached to Resolution No. 13/1834/2021 of the WSE Board of March 29, 2021. |
|---|---|
| WSE | means the Warsaw Stock Exchange |
| Group | means the capital group of the Company - Company and its subsidiaries. |
| Significant Subsidiaries | means the Company's subsidiaries that carry out operational activities relevant to the Company. |
| Audit Committee | means a standing committee operating within the Supervisory Board. |
| CCC | means the Act of September 15, 2000 - Commercial Companies Code. |
| Supervisory Board | means the Supervisory Board of the Company. |
| By-laws of the Audit Committee | means the By-laws of the Company's Audit Committee that are currently in effect. |
| By-laws of the Supervisory Board |
means the By-laws of the Supervisory Board of the Company that are currently in effect. |
| Company | means Grupa Pracuj Spółka Akcyjna with its registered office in Warsaw. |
| Report | means this report of the Supervisory Board on its activities in the year ended on December 31, 2023. |
| Articles of Association | means the current Articles of Association of the Company. |
| Act on Statutory Auditors | means the Act of May 11, 2017 on statutory auditors, audit firms and public supervision. |
| General Meeting | means the General Meeting of Shareholders of the Company. |
| Management Board | means the Management Board of the Company. |
In the period from January 1 to January 31, 2023, the Supervisory Board consisted of six members. The composition of the Supervisory Board was as follows:

In the period from February 1 to December 31, 2023, the Supervisory Board consisted of seven members. The composition of the Supervisory Board was as follows:
Ms. Martina van Hettinga (appointed to the Supervisory Board by Resolution No. 6/2022 of the Extraordinary General Meeting of November 30, 2022) assumed her position on the Supervisory Board during the financial year.
Members of the Supervisory Board were appointed in accordance with the Company's Articles of Association.
The current three-year term of office for the Members of the Supervisory Board commenced on August 2, 2021.
According to their declarations, four members of the Supervisory Board namely – Agnieszka Słomka-Gołębiowska, Wojciech Stankiewicz, Przemysław Budkowski and Martina van Hettinga – fulfil the independence criteria set forth in the Act on Statutory Auditors and do not have material or significant relations with any shareholder holding at least 5% of the total voting rights in the Company. Therefore, the current composition of the Supervisory Board complies with Principle 2.3 of the Best Practices.
The current members of the Supervisory Board have key professional experience to their roles within the Company, enabling them to evaluate the Management Board's work and activities properly, grounded in their substantial understanding of the areas in which the Company and the Group operate.
Pursuant to the Company's Articles of Association, meetings of the Supervisory Board are held on an as-needed basis but no less frequently than once per calendar quarter.
In 2023, the Supervisory Board held a total of six meetings, during which it discussed various items on the agenda and adopted 16 resolutions:

Company's ability to continue as a going concern. Furthermore, the Supervisory Board passed resolutions on various matters, including:
Every meeting of the Supervisory Board was conducted with a quorum present, thereby enabling the adoption of resolutions. During the meetings, the Supervisory Board discussed issues within its

competence, as specified in the relevant provisions of the CCC and the Company's Articles of Association, along with matters pertaining to the Company's day-to-day operations. Pursuant to the Company's Articles of Association and the By-laws of the Supervisory Board, meetings of the Supervisory Board may be held via means of electronic communication. In 2023, the majority of the Supervisory Board's resolutions were passed through direct remote communication.
At each Supervisory Board meeting, the process of adopting resolutions was supported by in-depth written and oral arguments from the Management Board members, as well as written and oral justifications from those who submitted motions discussed by the Supervisory Board.
At the invitation of the Supervisory Board, members of the Management Board attended the meetings to discuss issues pertaining to the Company's current standing, as well as organisational and legal matters.
In 2023, the Supervisory Board did not pass resolutions outside of its meetings.
During the reporting period, the Supervisory Board recorded all its activities by adopting resolutions and compiling minutes for each meeting.
The Supervisory Board, in compliance with Principle 2.11 of the Best Practices, performed a selfassessment of its activities in 2023.
Throughout the reporting period, the Supervisory Board diligently and conscientiously fulfilled its obligations as provided for in the Company's Articles of Association and the By-laws of the Supervisory Board. The Board exercised ongoing supervision over the Company's activities across all facets of its operations, consistent with the responsibilities and authority established in the CCC and other pertinent legislation, as well as the provisions of the Company's Articles of Association and the By-laws of the Supervisory Board. In carrying out their supervisory duties, the Members of the Supervisory Board acted in the best interests of both the Company and its shareholders.
As part of its activities, the Supervisory Board maintained continuous monitoring of the Company's financial standing, actively assisted the Management Board in executing its strategic objectives, considered motions pertaining to matters requiring the approval of the Supervisory Board under the CCC or the Company's Articles of Association, and considered other matters presented by the Management Board.
The frequency and duration of meetings, as well as the resources available, were deemed sufficient to enable the Supervisory Board to fulfil its duties in their entirety.
The Supervisory Board of the Company worked collaboratively, drawing on the collective knowledge and experience of its highly competent Members. Each Member possesses extensive and diverse comprehensive professional experience, which enables them to perform their supervisory duties at an exceptional level. The diversification of skills and qualifications among the Supervisory Board Members ensured effective and efficient oversight of the Company's activities and facilitated a comprehensive evaluation of business plans and initiatives presented by the Management Board.
During the reporting period, the Supervisory Board did not exercise the authority to delegate its Members to perform specific supervisory activities.
The Supervisory Board is of the opinion that it diligently fulfilled its duties in 2023 by effectively exercising its statutory powers, as well as powers provided for in the Company's Articles of Association. The activities were carried out with utmost efficacy and ensured robust and adequate supervision over the Company.
In light of the foregoing, the Supervisory Board requests that the General Meeting grant a discharge to each Member of the Supervisory Board for the performance of their duties in 2023.

The Supervisory Board established an Audit Committee on September 8, 2021, in compliance with the Act on Statutory Auditors. The Committee is composed of at least three members, including the Chairman, who are elected by the Supervisory Board from among its members for an indefinite period.
During the reporting period, the Audit Committee was composed of the following members:
Each member of the Audit Committee made a declaration of compliance with the independence criteria specified for an independent member of the Audit Committee under Article 129 (3) of the Act on Statutory Auditors and the By-laws of the Audit Committee. Furthermore, Agnieszka Słomka-Gołębiowska made a declaration of proficiency in accounting or auditing, while Wojciech Stankiewicz made a declaration of expertise in the industry in which the Company operates.
There are no other committees within the Supervisory Board.
In 2023, the Audit Committee carried out the tasks within its statutory powers, as well as powers set forth in the Articles of Association.
Seven meetings of the Audit Committee were held in 2023 on the following dates: February 27, March 24, April 3, May 19, August 28, November 14 and December 15. All members of the Audit Committee were in attendance at every meeting.
The matters discussed during the Audit Committee meetings in 2023 included: (i) the progress of the audit of the financial statements for the year ended December 31, 2022 as well as the final conclusions of the audit, (ii) the compliance of the process of preparing the financial statements for the year ended December 31, 2022 with the relevant laws and regulations, (iii) the financial results of the Company and the Group for 2022, the first quarter of 2023, the first half of 2023 and the third quarter of 2023, as well as the activities of the Company and the Group during these periods, (iv) the effectiveness of the internal control, risk management, compliance and internal audit systems in place at the Company, in particular the planned activities undertaken within these functions, (v) the existing cooperation with the auditing firm and the key statutory auditor, and (vi) the plan for the audit of the financial statements for 2023.
In the reporting period, the Audit Committee continuously monitored the independence of the selected auditor, and evaluated the effectiveness and sufficiency of the Company's internal control, risk management, compliance, and internal audit systems.
During its meetings held in 2023, the Audit Committee adopted several resolutions, including:
In addition, the Audit Committee passed several resolutions outside of its regular meetings during the reporting period, in compliance with the provisions set out in the By-laws of the Audit

Committee. Specifically, the Committee adopted three resolutions via e-mail voting on the following matters:
During the reporting period, the Audit Committee also undertook the necessary steps as stipulated by the Company's Procedure for the selection of an auditor/audit firm to audit Grupa Pracuj S.A.'s financial statements. These preparatory actions were executed before deciding whether to renew the engagement of the current audit firm or to appoint a new audit firm to audit the financial statements, specifically:
Based on the information provided, it can be concluded that the Audit Committee performed satisfactorily in 2023.
Based on information received from the Management Board and selected employees of the Company, as well as an analysis of the Company's and the Group's financial statements for the year ended on December 31, 2023, the Supervisory Board acknowledges that the operations of the Company and the Group have yielded financial results better than those projected in the 2023 budget. The situation of the Company and the Group is stable. However, the ongoing war in Ukraine continues to adversely affect the operational activities of Robota International TOV and the financial outcomes of Ukraine segment.
In 2023, the Group's revenue amounted to PLN 724.4 million, 19.0% more than in 2022. The Company's revenue for the year was PLN 469.7 million, i.e. 1.6% less than in 2022. The rise in the Group's revenue can be primarily attributed to the full-year recognition of revenue from the Germany segment, in contrast to 2022, when revenue was recognised for a six-month period only.
In 2023, the Company's operating profit increased by 5.2% year on year, to PLN 255.2 million, compared with PLN 242.6 million generated in 2022. The Group also reported an increase in operating profit, to PLN 281.8 million in 2023, from PLN 246.2 million in the previous year, representing an 14.5% year-on-year increase. The Group's consolidated net profit was PLN 187.7 million, reflecting a 14.1% rise from 2022. The Company's net profit came in at PLN 172.9 million, which was 4.9% more than in 2022. The increase was primarily due to lower marketing and acquisition-related costs, while its dynamics were negatively affected by, among other things, a reduction in 2023 in the fair value of the shares in Beamery Inc. by PLN 29,5 million. The Group's operating profit margin decreased to 38.9% in 2023, down from 40.5% in the previous year,

primarily because of the consolidation of the full-year results from Germany segment, which has lower profitability than Poland segment.
The Supervisory Board acknowledges the Management Board's proper and progressive implementation of the development directions, which is essential for the Group and Company's stable growth.
Following an examination and analysis of the financial statements for the year ended December 31, 2023, the Supervisory Board is pleased to report that the Company and the Group have achieved positive results, warranting a positive evaluation of the Management Board's work. In addition, the Supervisory Board conducted a comprehensive assessment of the risks affecting the Company and is content to state that there are no circumstances that could compromise the Company's or the Group's ability to continue operating as a going concern.
The Company operates an internal control system that primarily targets areas of the Company and Group's activities where establishing control mechanisms is essential for monitoring and minimising risks, with a particular focus on financial reporting. The primary objective of the internal control system is to ensure that the Company achieves its operational goals efficiently and effectively, while also maintaining the reliability of its financial reporting and complying with legal requirements.
It is the responsibility of the Management Board to ensure that the Company's internal control system functions effectively in the preparation of financial statements and periodic reports, including the organisation and oversight of related processes. The financial information used in these reports is obtained from the Company's accounting and financial system, which records transactions in compliance with the Company's accounting policy based on the International Financial Reporting Standards.
As such, the Management Board is fully accountable for the accuracy and completeness of the financial information presented in the Company's financial statements and periodic reports. The accuracy of financial reporting is also verified by members of the Audit Committee. To confirm the accuracy of the data contained in the annual financial statements and its conformity with the Company's accounting records, these statements are subjected to examination by an independent audit firm, which issues an audit report on the financial statements. Additionally, the semi-annual condensed financial statements are reviewed by an independent auditing firm.
The Company operates a comprehensive risk management system that encompasses the identification and assessment of risks at both the strategic and operational levels, as well as plans to address and monitor the level of risk. Risks are identified on a regular basis, taking into account both external and internal factors that could potentially impact the Company's business. Appropriate measures are then taken to mitigate the likelihood of the identified risks occurring.
The implemented risk management process aims to mitigate the negative impact of risks on the Company's business by effectively identifying, classifying, and evaluating the risks. The process includes the implementation of appropriate measures to ensure stable conditions for further development and delivery of strategic objectives by the organisation.
To enhance the efficiency of the risk management process, the Company has decided to deploy a dedicated application designed to facilitate the identification, acceptance, assessment of risks, management of treatment plans, and monitoring of improvement actions.
The Management Board holds the ultimate responsibility for the Company's risk management system, with the Director of Information Security and Risk Management providing valuable support. In the process of preparing periodic reports, the Management Board reviews the risk factors relevant to the Company and the Group.

The Company operates transparently, incorporating into the development of its compliance management system the recommendations derived from the Best Practices and the WSEendorsed recommended standards for the compliance management system in anti-corruption and the whistleblower protection system in companies listed on markets organised by the Warsaw Stock Exchange. The Company is committed to maintaining and continuously improving this compliance system at the highest level. To achieve this, the Company regularly conducts risk analyses and maturity assessments of key compliance areas, and takes appropriate measures to enhance compliance and minimise risks. The Compliance Officer and her team oversee the compliance management system.
The Company has established and regularly updates internal regulations, including the Code of Ethics, Anti-Corruption Code, Anti-Mobbing Policy, Gift Policy, Code of Ethics in Business Relationships and Whistleblowing Instruction, which all employees are obligated to comply with. The Company places a strong emphasis on anti-corruption measures and implements anticorruption clauses in contracts with business partners. These clauses are adapted to the various categories of contracts concluded within the Group and are described in detail in the Procedure for the application of anti-corruption clauses.
As part of the compliance system, the Company also conducts a range of awareness-raising activities. These include mandatory training on compliance principles for all new employees and independent contractors during the onboarding process. The training is aimed at familiarising employees with the relevant rules and priorities of the Company's compliance management system. Furthermore, ongoing communication and regular refresher trainings are used to continually increase employees' awareness of the required attitudes and behaviours. In 2023, the Company conducted two training programs for all its employees and independent contractors: (i) a session on anti-corruption and managing conflicts of interest, and (ii) a session on preventing mobbing and discrimination. The training sessions concluded with a knowledge test covering the topics discussed.
The Company is committed to preventing any misconduct, both internally and in collaboration with its business partners. To foster a culture of whistleblowing, an independent platform has been implemented to enable the reporting of potential irregularities. In 2023, following notifications received, two investigations were carried out, leading the Company to take necessary actions and implement corrective measures.
Within the Company's organisational structure, an internal audit function has been established. The internal audit in the Company operates based on the International Standards for the Professional Practice of Internal Auditing, internal audit regulations, and an internal audit code of ethics.
The primary objective of the internal audit function is to assist the Company in achieving its strategic objectives through the effective management of risks, internal controls, corporate governance processes, and continuous improvement of operational processes. As part of its remit, the internal audit team evaluates the Company's procedures and processes, provides recommendations, and submits proposals for improvement to enhance the Company's operations.
The foundation for planning internal audit tasks in subsequent years is known as the 'audit universe', a document that identifies the main business areas of the organisation and specifies the audit activities related to them, which is updated periodically.
In 2023, as part of the internal audit activities, an audit plan was prepared and an audit concerning pricing policy and discounts was conducted. Plans were also prepared for further audit projects. The internal auditor also conducted a review and updated the internal audit regulations, code of ethics, and the internal audit charter.

The Supervisory Board and the Audit Committee evaluate the internal control systems, risk management, compliance, and the internal audit function by engaging in discussions with the Management Board and key employees responsible for the respective areas during meetings of the Audit Committee and the Supervisory Board. With regard to the Company's current systems of internal control, risk management, compliance and the internal audit function, both the Supervisory Board and the Audit Committee identified no deficiencies.
The Company, as a company listed on the Warsaw Stock Exchange, is obligated to comply with the principles of corporate governance as stipulated in Best Practices. In evaluating the adherence to corporate governance principles, the Supervisory Board primarily examined the recently published information regarding the Company's implementation of Best Practices, along with the statement on corporate governance practices included in the Management Report on the Company's and the Group's operations in 2023. The Supervisory Board is satisfied that the Company's compliance with Best Practices in 2023 was appropriate to its size and business nature. This compliance was in accordance with the corporate governance standards established in the Company's internal documents, while also taking into consideration the practical implementation of Best Practices' principles.
During the reporting period, the Supervisory Board also evaluated the Company's compliance with its information obligations. In 2023, the Company published 12 current reports, one current report correction, and four periodic reports. The Supervisory Board has determined that the Company has met its information obligations satisfactorily. Additionally, the Board acknowledges the crucial role played by the effective application of the Company's internal regulation for managing and safeguarding inside information, the engagement of the Legal and Compliance Department, and the Investor Relations and ESG Manager in fulfilling disclosure duties, alongside the designation of a dedicated individual to oversee the Company's adherence to these responsibilities. Together, these measures have ensured the appropriate fulfilment of these obligations and facilitated effective oversight of this aspect of the Company's operations.
Based on the information provided, the Supervisory Board has determined that the Company adequately adhered to the corporate governance principles as stipulated in Best Practices and met its disclosure requirements in 2023.
During 2023, the Company did not apply Principle 1.5 of Best Practices as stated in its report on the application of Best Practices. Therefore, the Supervisory Board did not evaluate the appropriateness of expenses related to sponsoring activities in areas such as culture, sports, charitable institutions, the media, social organisations, or trade unions.
In 2023, based on the Company's report on the application of Best Practices, the Company did not apply Principle 2.1, which requires setting specific targets for diversity in the composition of the Management Board and the Supervisory Board. Consequently, the Supervisory Board is unable to evaluate the policy implemented in this regard. It should be noted that the final decisions on the composition of both the Management Board and the Supervisory Board are made by the General Meeting of Shareholders and the Supervisory Board, respectively, while respecting the shareholders' personal rights as stipulated in the Company's Articles of Association.

In February 2023, Ms. Martina van Hettinga became another female member of the Supervisory Board, a development the Board believes positively contributes to the diversity of its composition.
The Supervisory Board considered the following documents presented to it by the Management Board:
and reviewed the auditor's reports on the audit of these financial statements.
Furthermore, in their evaluation, the Supervisory Board considered information and insights provided by the auditor, the Audit Committee, and the data and information presented by the Management Board.
Acting pursuant to Article 382(3)(1) of the CCC and Article 20(4)(a) of the Company's Articles of Association, the Supervisory Board has positively assessed the standalone and consolidated financial statements for the year ended December 31, 2023, as well as the Management Board's report on the Company's and the Group's activities in the same year in terms of their accuracy in respect of their content and compliance with relevant formal requirements, as well as their alignment with the books, documents and facts, and confirm that those reliably represent the financial results and activities of both the Company and the Group for and in the year ended December 31, 2023.
In view of the above, the Supervisory Board recommends that the General Meeting approves said documents in the version submitted by the Management Board, i.e.:

As of the date the Report was adopted by the Supervisory Board, the Management had not submitted a proposal regarding the distribution of the profit generated in the year ending December 31, 2023. Upon receiving the proposal, the Supervisory Board will assess it and submit a recommendation to the General Meeting in a separate resolution.
The Supervisory Board concludes that the Management Board diligently fulfilled its information obligations to the Supervisory Board throughout 2023.
During the reporting period, in compliance with the Company's Articles of Association, the Supervisory Board received various information and updates from the Management Board, including:
The Management Board also updated the Supervisory Board on any changes to information previously provided.
Additionally, members of the Management Board attended Supervisory Board meetings upon invitation, offering comprehensive explanations and addressing questions from Members of the Supervisory Board related to items on the agenda and the Company's and Group's current standing.
Throughout the year, the Management Board regularly informed the Supervisory Board about key matters concerning the Company and the Group. As needed, the Supervisory Board received supplementary information and materials prepared by the Management Board and relevant employees overseeing various operational areas, functions, and systems within the Company and the Group.
The Supervisory Board positively assesses the communication and collaboration with the Management Board in 2023 and raises no concerns regarding the provision and scope of the requested information.
During the reporting period, the Supervisory Board did not find it necessary to conduct any specific investigations into the Company's business or assets by engaging a designated advisor at the Company's expense. As a result, the Company did not incur any costs related to such investigations.

Upon reviewing the overall performance and results achieved in 2023, the Supervisory Board gives a positive assessment of the Management Board's work during the reporting period. Consequently, it recommends that the General Meeting grants a discharge to each member of the Management Board for the fulfilment of his duties in the year ending December 31, 2023.
Under authorization of the Supervisory Board of Grupa Pracuj S.A.
____________________________ Maciej Noga
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