Governance Information • May 28, 2025
Governance Information
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AND ITS AUDIT COMMITTEE ON THEIR ACTIVITIES IN 2024, INCLUDING THE ASSESSMENTS REFERRED TO IN PRINCIPLE 2.11 OF THE "BEST PRACTICE FOR GPW LISTED COMPANIES 2021"
Warsaw, May 26th, 2025
This Report of the Supervisory Board of PCF Group S.A. and the Audit Committee of the Supervisory Board of PCF Group S.A. has been prepared and will be presented to the Annual General Meeting of PCF Group S.A. for approval in accordance with Principle 2.11 of the "Best Practices for Companies Listed on the WSE 2021".
The Report includes the information and assessments referred to in Principles 2.11.1 - 2.11.5 of the "Best Practices for Companies Listed on the WSE 2021". The Report does not contain the information referred to in Principle 2.11.6 of the "Best Practices for Companies Listed on the WSE 2021" because no formalized diversity policy for the Management Board of PCF Group S.A. and the Supervisory Board of PCF Group S.A. has been adopted by the Supervisory Board of PCF Group S.A. or the General Meeting of PCF Group S.A., respectively.
As at January 31, 2024, the Supervisory Board was composed of:
The independence criteria set out in Art. 129.3 of the Act of May 11, 2017 on Statutory Auditors, Audit Firms and Public Oversight (the "Act on Auditors") and in Principle 2.3 of the "Best Practice for GPW Listed Companies 2021" were satisfied by the following of the Supervisory Board members listed above: Jacek Pogonowski and Dagmara Zawadzka.
On July 24, 2024, Dagmara Zawadzka resigned as a Member of the Supervisory Board, effective as of August 31, 2024. In order to complete its composition, on September 6, 2024, the Supervisory Board, acting pursuant to Section 21.1. of the Company's Articles of Association, appointed Lidia Banach-Hoheker as a Member of the Supervisory Board by way of co-option until the end of the running three-year joint term of office of the Supervisory Board, subject to approval of Lidia Banach-Hoheker's election by the Company's General Meeting. On November 13, 2024, the Company's General Meeting approved the election of Lidia Banach-Hoheker as a Member of the Supervisory Board who meets the independence criteria set out in Art. 129.3 of the Act on Auditors.
Therefore, from September 6, 2024 to December 31, 2024, the Supervisory Board was composed of:
− Barbara Sobowska – Member of the Supervisory Board.
As at the date of this Report, the Members of the Supervisory Board who meet the independence criteria set out in Art. 129.3 of the Act on Auditors and Principle 2.3 of the "Best Practices for WSE Listed Companies 2021" are: Lidia Banach-Hoheker and Jacek Pogonowski.
Save for Mikołaj Wojciechowski, Chairman of the Supervisory Board and member of the Audit Committee, having family links to Sebastian Wojciechowski, President of the Management Board and a shareholder holding as at the date of this Report 41.71% of the share capital and total voting rights in the Company, other members of the Supervisory Board have no actual and material links with any shareholder holding 5% or more of total voting rights in the Company.
The Supervisory Board exercises ongoing supervision over the Company's business in each area of its activity. In 2024, the Supervisory Board performed its duties under the applicable laws and regulations and the Company's Articles of Association.
In 2024, the Supervisory Board held five meetings. The average attendance of Supervisory Board members at the meetings in 2024 was 92%.
In 2024, the Supervisory Board adopted eighteen resolutions, of which eleven were adopted at Supervisory Board meetings, and seven were adopted by means of direct remote communication without a meeting.
The resolutions passed by the Supervisory Board in the performance of its duties included, among others:
Board and a resolution on appointing a Member of the Audit Committee of the Supervisory Board;
Pursuant to Art. 18.1 of the Company's Articles of Association, for as long as the Company remains a public-interest entity within the meaning of the Act on Auditors, the Supervisory Board is required to establish and maintain an audit committee. The Supervisory Board may also establish other committees, in particular a nomination and remuneration committee. The detailed tasks and rules of establishing and operation of such committees are specified in the Rules of Procedure for the Supervisory Board.
The Audit Committee of the Supervisory Board was appointed on June 26, 2020 by the Supervisory Board's Resolution No. 2/2020.
The Audit Committee consists of at least three members appointed by the Supervisory Board from among its members for the term of office of the Supervisory Board. Should the mandate of a Supervisory Board member appointed to the Audit Committee expire before the expiry of the term of office of the Supervisory Board or should a Supervisory Board member resign or be removed from office, the Supervisory Board will fill the vacancy by electing a new Audit Committee member.
As at January 1, 2024, the Audit Committee was composed of:
Among the Audit Committee members, Mikołaj Wojciechowski satisfied the criteria of having the knowledge and skills relevant to the industry in which the Company operates, as set out in Art. 129.5 of the Act on Auditors, and Dagmara Zawadzka satisfied the criteria of having the knowledge and skills in accounting or financial auditing, as set out in Art. 129.1 of the Act on Auditors. At the same time, Jacek Pogonowski and Dagmara Zawadzka were the Supervisory Board Members satisfying the independence criteria set out in Art. 129.3 of the Act on Auditors and in Principle 2.3 of the "Best Practices for GPW Listed Companies 2021".
On July 24, 2024, Dagmara Zawadzka resigned as a Member of the Audit Committee of the Supervisory Board, effective as of August 31, 2024. In order to complete the composition of the Company's corporate authorities, on September 6, 2024, the Supervisory Board, acting pursuant to Section 21.1. of the Company's Articles of Association, appointed Lidia Banach-Hoheker as a Member of the Supervisory Board by way of co-option until the end of the running three-year joint term of office of the Supervisory Board, subject to approval of Lidia Banach-Hoheker's election by the Company's General Meeting. On the same day, the Supervisory Board, acting pursuant to Art. 128.1 of the Act on Auditors and Section 18.1 of the Company's Articles of Association, appointed Lidia Banach-Hoheker as a Member of the Audit Committee who meets the independence criteria for members of audit committees set out in the Act on Auditors and has the skills and knowledge in accounting or auditing within the meaning of this act. On November 13, 2024, the Company's General Meeting approved the election of Lidia Banach-Hoheker as a Member of the Supervisory Board who meets the independence criteria set out in Art. 129.3 of the Act on Auditors.
Therefore, from September 6, 2024 to December 31, 2024, the Audit Committee consisted of:
As at the date of this Report, the Audit Committee Member who meets the criteria for having knowledge and skills in the industry in which the Company operates set out in Art. 129.5 of the Act on Auditors is Mikołaj Wojciechowski; the Audit Committee Member who meets the criteria for knowledge and skills in accounting or auditing set out in Art. 129.1 of the Act on Auditors is Lidia Banach-Hoheker. Jacek Pogonowski and Lidia Banach-Hoheker are also the Members of the Supervisory Board who meet the independence criteria set out in Art. 129.3 of the Act on Auditors and Principle 2.3 of the "Best Practices for WSE Listed Companies 2021".
The frequency of meetings of the Audit Committee is determined according to the needs, but at least four times a year.
Pursuant to Art. 18.2 of the Company's Articles of Association, the Audit Committee is responsible for, in particular:
In 2024, the Audit Committee performed its duties as stipulated by law, the Audit Committee Rules and the Company's Articles of Association. The Audit Committee held seven meetings in 2024. With the exception of only one meeting that was attended by two out of the three Audit Committee Members, the attendance of Audit Committee Members at the remaining Audit Committee meetings in 2024 was 100%. In addition, the Audit Committee meetings were attended by persons invited by the Audit Committee Chairman, including: President of the Company's Management Board, representatives of Grant Thornton Polska P.S.A. with its registered office in Poznań ("Grant Thornton Polska"), the audit firm responsible for auditing the annual financial statements of the Company's Group of companies (the "Group") and reviewing the Group's semi-annual financial statements, representatives of the Financial and Legal teams functioning within the Company, as well as the Company's Chief Integration Officer and internal auditor. Pursuant to Section 6.8 of the Audit Committee Rules, the Members of the Supervisory Board who are not Members of the Audit Committee participated in certain meetings of the Audit Committee.
In 2024, the Audit Committee adopted two resolutions on:
Audit Committee meetings in 2024 were primarily devoted to discussing the quarterly, semi-annual and annual results of the Company and its Group. Members of the Audit Committee reviewed the presentations of results and draft quarterly, semi-annual and annual periodic reports of the Company and the Group prepared by representatives of the Company. During the meetings, they asked the Company's representatives questions concerning the information contained in these materials and held discussions regarding the Group's current affairs.
During the meetings attended by representatives of the audit firm Grant Thornton Polska, the Members of the Audit Committee reviewed information on the strategy adopted by the auditor to audit the Group's annual financial statements and the strategy for reviewing the Group's semi-annual financial statements, as well as information on the progress of the audit and review of the Group's financial statements. Members of the Audit Committee discussed with the auditor the contents of the report on the audit of the Group's annual financial statements and the report on the review of the Group's semi-annual financial statements.
The Audit Committee exercised functional supervision over the Company's internal auditor. As part of this area of activity, the Audit Committee expressed its opinion on the 2024 audit plan prepared by the Company's internal auditor and reviewed the Company's internal auditor's materials summarizing its activities in 2024. Audit Committee Members also met with the Company's internal auditor to discuss their activities in 2024 at a closed meeting of the Audit Committee, without the participation of the Company's Management Board. During this meeting, the internal auditor discussed the "Report on Performance of Internal Audit Tasks until December 2024" which he prepared and submitted to Audit Committee members, in which they presented detailed results of internal audits conducted in 2024 in the following areas: (i) Travel in the Administration Department; (ii) IT cyber security; (iii) management of certain Group subsidiaries, i.e. Incuvo S.A. and Game On Creative Inc.; and (iv) contract archiving in the Legal Department. For each of these areas the internal auditor described the actions they took and the conclusions drawn based on those actions, assessed the level of risk associated with the area, and provided recommendations for further actions and a report on their implementation. The Members of the Audit Committee positively evaluated the performance of the internal auditor and their report.
Other than the Audit Committee, the Supervisory Board has not established any other internal committees consisting of members of the Supervisory Board.
The Supervisory Board of PCF Group S.A. concludes that in 2024 it exercised proper ongoing supervision over the Company's business in each area of its activity in accordance with applicable laws and regulations and the Company's Articles of Association.
The Supervisory Board further concludes that it fulfils its duties diligently and effectively in exercising ongoing supervision over the Company's business in each area of its activity, and that its membership guaranteed a broad spectrum of professional experience, thus ensuring an adequate level of collective supervision of the Company's operations.
In the Supervisory Board's opinion, the professional experience and diverse expertise of the individual members of the Supervisory Board enable it to thoroughly examine and provide comprehensive opinions on matters presented to the Supervisory Board for consideration and ensure a broad range of views with respect to the assessment of the Management Board's work and the Company's performance.
In evaluating the Supervisory Board's cooperation with the Management Board, the Supervisory Board positively assessed the course of this cooperation, emphasizing the comprehensive nature of the information provided by the Management Board, as well as appreciating the Management Board's participation in Supervisory Board meetings, including the provision of relevant explanations to the Supervisory Board by both the President of the Management Board and other representatives of the Company.
In 2024, the Supervisory Board members actively participated in Supervisory Board meetings and remained committed to the proper discharge of their duties; the discussions held included an assessment of the Company's standing as at the date of each meeting and of the market standards for listed companies.
The number and duration of the Supervisory Board meetings, as well as the level of the Supervisory Board members' access to resources, were adequate to enable the Supervisory Board to discharge its duties, and the documents prepared for the Supervisory Board included relevant information and were developed well in advance of each meeting, taking into account the dynamics of the matters submitted to the Supervisory Board. The subject-matter content of the materials submitted for the Supervisory Board meetings was of satisfactory quality.
ASSESSMENT OF THE COMPANY'S STANDING ON A CONSOLIDATED BASIS, INCLUDING ASSESSMENT OF THE INTERNAL CONTROL, RISK MANAGEMENT AND COMPLIANCE SYSTEMS AND THE INTERNAL AUDIT FUNCTION, AND INFORMATION ABOUT MEASURES TAKEN BY THE SUPERVISORY BOARD TO PERFORM SUCH ASSESSMENT; THE ASSESSMENT COVERS ALL SIGNIFICANT CONTROLS, IN PARTICULAR REPORTING AND OPERATIONAL CONTROLS
The Company's Management Board is responsible for the internal control system at the Company and for its effectiveness in the process of preparing financial statements and periodic reports. On 1 January 2023, an internal audit function was established at the Parent and an internal auditor was appointed to take charge of internal audit which is an element supporting the process of monitoring and assessing the Parent's internal control system. The financial reporting process at PCF Group S.A. and its subsidiaries is supervised directly by the President of the Management Board.
Since December 1, 2020, the Company has kept its books of account in-house (instead of employing a third-party accounting firm) which allowed the Company to adjust the internal structure of its finance and accounting department to the Company's needs. Other than for Game On Creative Inc., the books of account of PCF Group S.A.'s subsidiaries were kept, until June 30, 2024, by third-party accounting firms. Supervising the third party providers of accounting services was the responsibility of the Head of the Reporting and Accounting Department as part of the internal control system. The Head of the Reporting and Accounting Department was accountable to and reported directly to the President of the Management Board. As of July 1, 2024, the books of account for all subsidiaries have been kept internally.
Both non-consolidated and consolidated financial statements are prepared by PCF Group S.A. The process involves the Management Board and the finance and accounting department. The financial data underlying the financial statements is sourced from the accounting records of PCF Group S.A., whereas until June 30, 2024, they were also partly derived from the systems of third party accounting offices keeping the accounts of subsidiaries.
The half-year non-consolidated and consolidated financial statements and full year nonconsolidated and consolidated financial statements are subject to, respectively, a review or audit by an independent auditor.
The annual financial statements prepared by the Management Board and audited by the audit firm are submitted to the Supervisory Board for taking the actions provided for in the Commercial Companies Code, i.e. assessing their consistency with the underlying accounting records and documents, as well as with the findings of fact.
In accordance with the Articles of Association of the Company, the Supervisory Board selects the audit firm to audit the financial statements. Pursuant to Resolution No. 22 of the Supervisory Board dated June 22nd, 2023, Grant Thornton Polska was selected as the auditing firm to audit the Company's standalone financial statements and the consolidated financial statements of the Company's capital group for the periods from January 1, 2023 to December 31, 2023 and from January 1, 2024 to December 31, 2024, as well as to conduct a review of the Company's standalone interim financial statements and a review of the consolidated interim financial statements of the Company's group for the periods from January 1, 2023 to June 30, 2023 and from January 1, 2024 to June 30, 2024.
The Audit Committee controls and monitors the independence of the statutory auditor and the audit firm, assesses the independence of the statutory auditor, as well as developed a policy for the selection of an audit firm to perform the audit and determined the procedure for selecting an audit firm by the Company. The Audit Committee presents to the Supervisory Board its recommendation concerning the appointment of statutory auditors or audit firms pursuant to Art. 130.1.8 of the Act on Auditors in conjunction with Article 16(2) of Regulation (EU) No 537/2014 of the European Parliament and of the Council of April 16, 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC.
The Supervisory Board and the Audit Committee monitor the financial reporting and financial auditing processes, including by analysing non-consolidated and consolidated financial statements prior to their approval by the General Meeting. This process also includes an analysis of the Company's periodic reports prior to their publication. In performing the supervisory and control activities, the Supervisory Board and the Audit Committee rely on the materials provided by the Management Board, or on the information and explanations provided directly by the audit firm and the statutory auditor. In addition, the Supervisory Board and the Audit Committee rely on documents and other sources of information provided directly to the Supervisory Board or the Audit Committee upon their request by the Company's employees or independent contractors designated by the Supervisory Board or the Audit Committee. In order to perform its tasks, the Audit Committee may meet with the Company's employees or independent contractors without the involvement of Management Board members. The key financial reporting processes subject to control include: (i) settlement of and accounting for contracts concluded by the Company or its subsidiaries, (ii) the remuneration scheme for the Company employees and independent contractors, (iii) consolidation of the Company's financial data, (iv) preparation of the Company's nonconsolidated and consolidated financial statements, and (v) tax settlements taking into account the operations carried out in various jurisdictions and tax credits/reliefs applied by the Group companies.
The external auditor who audited the Group's full-year consolidated financial statements for the financial year ended December 31, 2024 and the Company's full-year non-consolidated financial statements for the financial year ended December 31, 2024 did not submit any comments on the operation of the internal control system.
Members of the Supervisory Board also reviewed the assertions and conclusions contained in the "Report on the Assessment of the Effectiveness of the Internal Control, Risk Management and Compliance Systems" prepared by the Company's internal auditor and presented to the members of the Supervisory Board at the meeting held on December 12, 2024.
In view of the foregoing, the Supervisory Board gives a positive assessment of the internal control model adopted by the Company, finding it to be adequate and effective.
On December 14, 2022 the Management Board passed Resolution No. 14/2022 to establish an internal audit function and to appoint an internal auditor to direct the internal audit function (the "Internal Auditor Appointment Resolution"), which came into force on January 1, 2023.
The Internal Auditor Appointment Resolution defined the following internal audit framework for the Company:
Pursuant to the Internal Auditor Appointment Resolution, the Company's internal auditor:
Pursuant to the Internal Auditor Appointment Resolution, the Company's Management Board appointed Aleksander Ferenc, PhD, to serve as the Company's internal auditor and to direct the internal audit function at the Company, with effect from January 1,
In 2024, Aleksander Ferenc, PhD, served as internal auditor continuously, i.e. from January 1 to December 31, 2024. As of the date of this Report, Aleksander Ferenc, PhD, continues to serve as the Company's internal auditor.
On December 12, 2024, the Audit Committee held one closed meeting, without the participation of the Company's Management Board, in which Audit Committee members met with the Company's internal auditor to discuss his activities in 2024. During this meeting, the internal auditor discussed the "Report on the Performance of Internal Audit Tasks until December 2024" which he prepared and submitted to the Audit Committee members, in which he presented the detailed results of internal audits conducted in 2024 in the following areas: (i) Travel in the Administration Department; (ii) IT cyber security; (iii) management of certain subsidiaries within the Group, i.e., Incuvo S.A. and Game On Creative Inc., and (iv) archiving of contracts in the Legal Department. With each of the areas mentioned, the internal auditor described the actions he had taken and the conclusions of those actions, assessed the level of risk associated with the area, and provided recommendations for further actions and a report on their implementation. The members of the Audit Committee positively evaluated the activities of the internal auditor and the report he prepared.
Having reviewed at its meeting held on December 12, 2024 detailed information regarding fulfilment by the Company of its disclosure obligations, the Supervisory Board is satisfied that the Management Board properly fulfilled the disclosure obligations concerning compliance with the corporate governance principles defined in the Stock Exchange Rules and the regulations on current and periodic reports to be published by issuers of securities.
In 2024, the Company was not engaged in any sponsorship, charity or similar activities, nor did the Company or its Group incur any expenses to support culture, sports, charities, media, social organisations, trade unions or other similar organisations.
***
/ signatures on the next page /
| Signature: | / signature / |
|---|---|
| Name: | Mikołaj Wojciechowski |
| Position: | Chairman of the Supervisory Board |
| Date: | May 26th, 2025 |
| Signature: | / signature / |
| Name: | Lidia Banach-Hoheker |
| Position: | Member of the Supervisory Board |
| Date: | May 26th, 2025 |
| Signature: | / signature / |
| Name: | Kuba Dudek |
| Position: | Member of the Supervisory Board |
| Date: | May 26th, 2025 |
| Signature: | / signature / |
| Name: | Jacek Pogonowski |
| Position: | Member of the Supervisory Board |
| Date: | May 26th, 2025 |
| Signature: | / signature / |
| Name: | Barbara Sobowska |
| Position: | Member of the Supervisory Board |
| Date: | May 26th, 2025 |
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