Rules of procedure approved in 2018
Introductory Provisions:
- This Procedural Ordinance („PO“) is based on the Company's Articles of Association
- Article XVIII of the Company's Articles of Association stipulates that the Audit Committee is a body of the Company, defines the status and scope of authority of the Audit Committee, its composition, and determines the proceedings of its meetings and decision-making process. It also stipulates that the Audit Committee may approve its own Rules of Procedure, which further elaborate on and refine the aforementioned articles by which the Company's Articles of Association govern the activities of the Audit Committee.
Obsah
- Convening the ordinary meeting of the Audit Committee
- Convening of an extraordinary meeting of the audit committee
- Audit Committee Meeting Agenda
- Audit committee's quorum
- Invited guests
- Chair of the Audit Committee
- Scribe
- Audit Committee Meeting Progress
- Minutes of the Audit Committee Meeting
- Written opinion of absent member of the audit committee
- Logging objections
- Voting
- Term of office of an Audit Committee member
- Election of the audit committee chair and vice-chair
- Audit Committee Chairman
- Vice-Chairman of the Audit Committee
- Audit Committee Secretary
- Audit Committee operating costs
- Effectiveness of the Rules of Procedure
1. Convening of the ordinary meeting of the Audit Committee
1.1. The Audit Committee usually holds ordinary meetings 12 times a year. The Audit Committee has three members, and the secretary, who is a member of the Committee, attends all Audit Committee meetings. The Audit Committee elects its chairman and vice-chairman from among the appointed members.
1.2. The Audit Committee meeting shall be held at the Company's registered office. The Audit Committee is authorized to decide on a change of the meeting location based on a request from at least one of its members.
1.3. The Audit Committee shall be convened by its Chairperson or, if the Chairperson is prevented from doing so, by its Vice-Chairperson, by written invitation prepared by the Chairperson of the Audit Committee via email to all members of the Audit Committee, always to the address or electronic address provided by the members of the Audit Committee for the delivery of invitations and other documents. The invitation to the Audit Committee meeting may also be delivered to a member of the Audit Committee in person at the Company's registered office or another location.
1.4. If neither the Chair nor the Vice-Chair can convene a meeting of the Audit Committee, the remaining member of the Audit Committee shall convene the meeting of the Audit Committee in accordance with the rules set out in paragraph 1.3.
1.5. The official invitation shall include the date of the Audit Committee meeting, its start time, venue, and agenda. The invitation, along with the materials submitted for discussion, must be sent to the Audit Committee members at least 5 days prior to the Audit Committee meeting. In the event of urgency, this period may be shortened to the extent strictly necessary.
2. Convening of an extraordinary meeting of the Audit Committee
2.1. The Audit Committee shall convene an extraordinary meeting if requested in writing by any member of the Audit Committee, the Company's Board of Directors, or the Company's Supervisory Board, stating the urgent reason and the proposed agenda. The Chairperson of the Audit Committee shall convene an extraordinary meeting of the Audit Committee as soon as possible, stating the reasons for its convocation, and, if necessary, without observing the 5-day notice period for sending invitations. If this does not happen, the Deputy Chairperson shall be obliged to do so, and in the absence of the Deputy Chairperson, a member of the Audit Committee.
2.2. The same procedure as for an ordinary meeting shall apply mutatis mutandis to convene an extraordinary Audit Committee meeting.
3. Audit Committee Meeting Program
3.1. The Audit Committee's agenda is set by its chairperson. The agenda is based on the Company's Articles of Association, the Audit Committee's work plan, and the requests of the Company's Board of Directors or Supervisory Board, as well as individual Audit Committee members.
3.2. Each member of the Audit Committee may, no later than during the discussion of the agenda at an Audit Committee meeting, propose an amendment or postponement of the proposed item(s) if they are not aware of material facts or do not have the necessary documentation to discuss the relevant agenda item. The agenda item shall be postponed or amended if a majority of all members of the Audit Committee votes in favor thereof.
3.3. An addition to the Audit Committee's agenda is possible if agreed to by a majority of all Audit Committee members. The Audit Committee chairperson is obligated to inform the other Audit Committee members of any subsequently submitted proposals at the beginning of the meeting itself.
4. Audit Committee's Quorum
4.1. The Audit Committee is quorate if a simple majority of its members is present in person at the time of voting on the relevant resolution. The adoption of a resolution requires the consent of a simple majority of all members of the Audit Committee. Each member of the Audit Committee has one vote.
4.2. If the Audit Committee meeting is unable to achieve a quorum pursuant to Article 4, paragraph 4.1 of the Rules of Procedure and the matter cannot be postponed, the Chairman of the Audit Committee shall convene an extraordinary meeting at a new date or initiate a vote „per rollam“. Otherwise, the matters discussed shall be included in the agenda of the next regular meeting of the Audit Committee. The date of the extraordinary meeting of the Audit Committee shall be set with regard to the deadline specified in Article 2, paragraph 2.2 of the Rules of Procedure.
5. Invited Persons
5.1. The Audit Committee may also invite other persons to discuss individual agenda items, such as members of the Company's Management Board, members of the Company's Supervisory Board, Company employees, independent experts, and consultants.
A proposal to invite a person may be submitted by any member of the Audit Committee, at the latest during the Audit Committee meeting itself. The acceptance of the proposal will be decided by a majority of all members of the Audit Committee.
5.3. Invited persons provide explanations on individual agenda items and may also submit documentation, which becomes part of the documentation for the agenda item being discussed.
5.4. Unless decided otherwise, invited persons shall participate in the discussion but shall not participate in the Audit Committee's vote on the agenda item under consideration.
5.5. Any costs incurred by inviting other persons shall be borne by the Company.
6. Chair of the Audit Committee
6.1. Meetings of the Audit Committee shall be chaired by its Chairman, or in the absence of the Chairman, by the Vice-Chairman of the Audit Committee.
6.2. The Chairperson opens the meeting of the Audit Committee, directs its proceedings according to the agenda, grants the floor, ensures compliance with the Company's Articles of Association and these Standing Orders, formulates resolutions, announces the results of the Audit Committee's votes, and closes the meeting.
7. Recorder
7.1. The function of the registrar shall be performed by one member of the Audit Committee, unless the Audit Committee decides otherwise.
8. Audit Committee Meeting Proceedings
8.1. At the start of the Audit Committee meeting, the Chair shall announce whether the meeting is quorate.
8.2. The Chairperson or designated member of the Audit Committee shall present the proposed agenda item, the materials submitted for it, the guests invited to the meeting, and any other relevant facts related to the agenda item under discussion.
8.3. The Chairperson opens, guides, and closes the discussion on individual agenda items. If the Chairperson cannot continue to chair the Audit Committee meeting for serious reasons, the provisions of clause 6.1 shall apply. Such a change, along with a specification of the time at which it occurred, shall be stated in the minutes of the Audit Committee meeting.
8.4. In the event that written opinions of members of the Audit Committee have been submitted for individual agenda items in accordance with Article 10, Paragraph 10.1 of the R&Rs, the Chairperson shall read out such opinions at the beginning of the discussion of the respective agenda items.
8.5. The Chairperson is authorized to set time limits for individual presentations by members of the Audit Committee and the number of individual presentations by a member of the Audit Committee on a specific agenda item. This does not apply to comments of a technical nature. In the event of exceeding the given time limits, or if the Chairperson deems that a presentation is not relevant to the matter at hand, they may interrupt the presentation and revoke the floor. This decision of the Chairperson may be overturned by the majority opinion of all members of the Audit Committee.
8.6. After closing the discussion on each individual agenda item, the Chairperson shall propose or reiterate the draft resolutions on that item and shall conduct the vote on them. After the vote concludes, the Chairperson shall announce the resolutions adopted by the Audit Committee.
8.7. After the Audit Committee's agenda has been exhausted, the chairperson shall close the meeting.
8.8. The Chairperson proposes and the Audit Committee members approve by a majority vote to postpone the meeting due to the impossibility of completing the agenda for time or substantive reasons. The Audit Committee shall determine the date of the continued meeting by resolution.
9. Minutes of the Audit Committee Meeting
9.1. Minutes shall be kept of the proceedings of the Audit Committee and the resolutions adopted, and shall be signed by all members of the Audit Committee. In addition to the content specified in Section 9, Paragraph 9.3, and Section 11 of these Rules of Procedure, the minutes shall also include any other opinions of the Audit Committee members if they request it and submit a written formulation of their opinion. The Audit Committee Chairman shall be responsible for the accuracy of the minutes.
9.2. The minutes of the Audit Committee meeting shall include the date and place of the meeting, the designation of the meeting, the person who chaired the meeting, the name of the minute-taker, and any other persons assigned functions at the meeting, the names of the present Audit Committee members and invited persons, the determination of whether the meeting is quorate, any changes to the agenda, and the start and end times of the meeting.
9.3. Individual agenda items shall be designated in the record according to the order in which they were discussed. Furthermore, the documentation submitted for each item, the voting results, and the resolutions adopted by the Audit Committee, as well as any recorded objections by members of the Audit Committee pursuant to Art. 11 of the Standing Orders, shall be stated.
9.4. Individual resolutions adopted at Audit Committee meetings include a serial number, the text of the resolution, the designation of responsibility for their fulfillment, and the fulfillment deadline(s).
9.5. Documentation from Audit Committee meetings shall consist of minutes, invitations to Audit Committee meetings, attendance lists signed by all participating members of the Audit Committee and invited persons, written statements from absent members of the Audit Committee, and supporting materials for the meeting.
9.6. The minutes of the Audit Committee meetings are for the sole use of the Audit Committee, the Board of Directors, and the Supervisory Board. Excerpts of relevant Audit Committee resolutions will be issued to the interested departments of the Company.
9.7. The minutes of the Audit Committee meeting shall be delivered to the Audit Committee members, or handed personally to an Audit Committee member at the Company's registered office, or sent by email, no later than 14 days from the end of the meeting.
9.8. Discussion of comments on the minutes of the Audit Committee meeting and approval of the final version shall always be included in the agenda of the next regular Audit Committee meeting.
10. Written Statement of an Absent Audit Committee Member
10.1. A member of the Audit Committee who does not attend a meeting of the Audit Committee may express their opinion on individual agenda items in writing. The written opinion must be delivered to the Chairperson of the Audit Committee or the presiding member of the Audit Committee meeting no later than the time of the discussion of the relevant agenda item at the Audit Committee meeting.
11. Logging of Objections
11.1. Each member of the Audit Committee present at a meeting of the Audit Committee has the right to request that their objections to a resolution of the Audit Committee be recorded in the minutes.
12. Voting
12.1. The Audit Committee shall vote by acclamation, unless otherwise stipulated by the Articles of Association or a decision of the Audit Committee. The vote counting shall be performed by the chairperson, or by two members of the Audit Committee in the case of a secret ballot.
12.2. When voting, amendments are voted on first, in the order in which they were submitted.
12.3. If the proposed resolution is not adopted, the Audit Committee chairperson may adjourn the meeting of the Audit Committee for a maximum of 30 minutes and then have the proposals voted on again.
12.4. During the recall and election of the Chairperson and Vice-Chairperson of the Audit Committee, the affected person shall not vote.
12.5. Outside of a meeting, members of the Audit Committee may vote by written ballot or by using telecommunications. However, all members of the Audit Committee must agree to such a voting method. To adopt a resolution, a majority of all members of the Audit Committee is required. With this voting method, the principle that each member of the Audit Committee has the same amount of written materials or other information for decision-making applies. A decision made outside of a meeting must be recorded in the minutes of the nearest Audit Committee meeting. The organizational activities associated with decision-making outside of an Audit Committee meeting shall be ensured by the Chairperson of the Audit Committee, or in their absence, by the Vice-Chairperson of the Audit Committee, through and in cooperation with the Secretary of the Audit Committee.
13. Term of office of an audit committee member
13.1. The term of office for each member of the Audit Committee is four years; reappointment is possible.
13.2. The functions of a member of the Audit Committee shall cease:
- upon the expiration of the term of office,
- resignation from office
- removal by resolution of the general meeting
- death,
- dissolution of the Company.
13.3. If the number of members of the Audit Committee is reduced to one by resignation or otherwise, the Audit Committee is obliged to request, without undue delay, through the Company's Board of Directors, a decision from the General Meeting to appoint the required number of members to the Audit Committee.
13.4. The contract for the performance of the duties of a member of the Audit Committee shall, in accordance with legal regulations, set out the specific conditions, rights, and obligations of the member of the Audit Committee in the performance of their duties. The contract for the performance of the duties of a member of the Audit Committee shall be co-signed by the given member of the Audit Committee, the Chairman of the Board of Directors, and one member of the Company's Board of Directors.
14. Election of the Chairperson and Vice-Chairperson of the Audit Committee
14.1. The Audit Committee shall elect a chair and a vice-chair from among its members at the nearest meeting of the Audit Committee following the appointment of the Audit Committee members, or in the event of a vacancy in the office of the chair or vice-chair of the Audit Committee. If neither a chair nor a vice-chair of the Audit Committee is elected, the election shall be conducted by the oldest member of the Audit Committee present. Any member of the Audit Committee may propose a candidate for election. Each proposal shall be voted on separately.
14.2. The Chairperson of the Audit Committee shall be elected and dismissed by a majority vote of all members of the Audit Committee, with voting taking place in as many rounds as necessary until a candidate obtains a majority vote.
14.3. The chairperson shall announce the results of the vote and hand over the presidency to the newly elected chairperson of the Audit Committee.
14.4. The provisions of this Article of the Statutes shall also apply to the election of the Vice-Chairperson of the Audit Committee.
15. Audit Committee Chairman
15.1. The Audit Committee Chairperson is responsible for the performance of the Audit Committee's functions.
15.2. The Chairperson of the Audit Committee shall represent the Audit Committee towards the Board of Directors and the Supervisory Board, unless these Standing Orders or the Articles of Association of the Company stipulate otherwise. The Chairperson of the Audit Committee shall convene and chair the meetings of the Audit Committee and perform other duties relating to the activities of the Audit Committee that are not entrusted to the competence of the Audit Committee as a whole.
15.3. The Chairperson of the Audit Committee shall sign the minutes, resolutions, or decisions of the Audit Committee and the documents and materials of the Audit Committee addressed to the Company's bodies and other institutions.
The Chairperson of the Audit Committee may, in accordance with a resolution of the Audit Committee, negotiate the terms of contracts for the performance of expert and advisory activities for the Audit Committee with independent experts and advisors. Contracts concluded in this manner must be signed in accordance with the Company's signing authority.
16. Vice-Chairperson of the Audit Committee
16.1. The Vice-Chairman shall represent the Audit Committee Chairman at Audit Committee meetings in representing the Audit Committee towards the Board of Directors, Supervisory Board, and third parties to the full extent.,
17. Audit committee secretary
17.1. The Audit Committee shall appoint a secretary from among its members.
17.2. The secretary is responsible for their activities to the Audit Committee Chairman.
17.3. The secretary provides organizational and administrative tasks and other services related to the Audit Committee's activities, prepares and ensures the distribution of materials and documents for Audit Committee members, manages the Audit Committee's archive, technically ensures the smooth running of Audit Committee meetings, keeps track of assigned and completed tasks, and performs other duties as instructed by the Chairman and Vice-Chairman of the Audit Committee.
18. Audit Committee operating costs
18.1. The costs of the Audit Committee's activities are an integral part of the Company's financial plan and include remuneration and reimbursement for Audit Committee members, experts, consultants, and other persons involved in the Audit Committee's activities, costs for material and technical support, and other costs necessary for the Audit Committee's activities.
19. Efficiency of the Rules of Procedure
19.1. These standing orders shall take effect on the day of their approval by a majority of all members of the Audit Committee. This majority is also required for the adoption of amendments to these standing orders.
The Rules of Procedure were approved by all members of the Audit Committee at the meeting on February 13, 2018.