The Bank’s Audit Committee is responsible for supporting the Supervisory Board in monitoring of financial information reliability, monitoring of internal control system effectiveness, monitoring of external audit function as well as ensuring effectiveness of the Bank’s internal audit function by supervising activities of the Internal Audit Line, ensuring flow of information and efficient cooperation between external auditor (certified auditor), internal audit and the Supervisory Board and preparing annual reports on activities of the Committee, including assessment of risk in areas being subject to Committee’s supervision, undertaken actions and their results. In addition, the Audit Committee supervises the activities of the statutory auditor and periodically evaluates its work. The Audit Committee was established by the Supervisory Board in accordance with the provisions of law regarding the appointment, composition and operation of the Audit Committee, as well as the independence of its members and their appropriate knowledge and skills, knowledge of accounting principles and auditing.
Composition of the Audit Committee
The Audit Committee is composed of four members, three of whom are independent members of the Supervisory Board who meet the independence criteria set out in the Ordinance of the Minister of Finance on the Audit Committee and § 16 par. 4 of the Bank’s Statute, as well as the provisions of the Act on Statutory Auditors, Audit Firms and Public Supervision.
Composition of the Audit Committee as at 31 December 2021:
- Mariusz Warych – Chairman of the Committee (independent member)
- Lucyna Stańczak-Wuczyńska – Member of the Committee (independent member)
- Jarosław Bauc – Member of the Committee (independent member)
- Francois Benaroya – Member of the Committee
All members of the Audit Committee have adequate knowledge, competence and many years of experience in the financial and accounting sphere:
Mariusz Warych – competence in accounting, auditing and internal audit, confirmed by a CIA diploma. Participant of the ACCA Coursework programme. Many years of experience as an independent member of supervisory boards and audit committees (JSW, Selena FM, Ukrsibbank Ukraine). External auditor at Ernst & Young – auditing banks in Poland, UK, Canada and USA. He assessed the functioning of Audit Committees. Chairman of the Heads of Audit Club in Poland. He gained his knowledge and skills as a Citi Group CFO in leasing companies and as a KBC regional coordinator supervising KBC’s operations in Poland.
Lucyna Stańczak-Wuczyńska – economic education and experience in the field of banking and finance gained during her 30-year work experience in the banking sector, in commercial banking and EBRD. During her professional career, Ms Lucyna Stańczak-Wuczyńska held a number of corporate governance positions, was a member (or an observer) of supervisory boards and a member of audit and risk committees (e.g. Alior Bank). She gained her industry knowledge and skills through many years of managing (as Director of EU Banks Team at EBRD in London) the portfolio (debt and equity) of a significant group of banks in 12 countries of the European Union, in Central and Southern Europe.
Jarosław Bauc – holds a PhD in economics. He gained his experience serving on the management and supervisory boards of a number of companies (Powszechne Towarzystwo Emerytalne SkarbiecEmerytura, Skarbiec Investment Management, Skarbiec Asset Management Holding and Skarbiec Towarzystwo Funduszy Inwestycyjnych, Polkomtel, HAWE, PGNiG). He has a comprehensive knowledge of finance and banking in Poland and abroad.
Francois Benaroya – with a degree in economics, he gained knowledge and experience in banking during his long-term employment in the banking sector on senior positions within the BNP Group. He was a member of the Management Board of BNP Paribas Bank Polska S.A. responsible for Integration Area, then for Retail and Business Banking. He serves on Supervisory Boards (Ukrsibbank Ukraine, TEB AS) and in the IRB management of the BNP Paribas Group where he is responsible for CEE and Turkey.
Detailed information on the education and professional experience of the Committee members is presented in the Supervisory Board section and on the website.
Regular members of the Audit Committee meetings also attend the meetings:
- Chairman of the Board
- Board member who supervises the Finance Area,
- Board Member who supervises the Risk Area,
- Managing Director of the Internal Audit Division,
- Managing Director of the Compliance Division.
Audit Committee Meetings
The Audit Committee meets at least four times a year or more frequently, depending on the needs arising from its tasks, including each time before the publication of the Bank’s results and financial reports.
In 2021 the Audit Committee held 9 meetings, including 2 written meetings, to discuss, among other things:
- financial statements for 2020,
- the report on operations of the Bank’s Capital Group for 2020,
- report containing non-financial information for 2020,
- quarterly and semi-annual reports on financial performance in 2021,
- the provision of additional services by the audit firm
- action plans of the Internal Audit Division and Compliance Division,
- periodical reports on the activities of the Audit and Compliance Divisions,
- annual report on evaluation of effectiveness of internal control mechanisms and processes,
- periodical reports on the status of monitored audit recommendations and the implementation of the PFSA’s recommendations,
- the issue of the Bank’s compliance with the „Best Practice for WSE Listed Companies 2021”,
- recommendation to renew the contract with the auditing firm,
- the results of the Bank’s BION assessment in 2021.
In addition, the Committee periodically evaluated the performance of the external auditor. It discussed and reviewed updated regulations in the areas of accounting, auditing and compliance, and recommended to the board of directors to adopt them.
In 2021 all members of the Audit Committee actively participated in Committee meetings and demonstrated a high level of commitment to the proper performance of their duties. The number and duration of meetings, as well as access to resources, were sufficient to enable the Audit Committee to fully discharge its responsibilities.
Audit Committee oversight of selection of audit firm
The Audit Committee supervises the activities of the statutory auditor. It issues recommendations to the Supervisory Board on the selection or resignation from the services of the entity authorised to audit financial statements, monitors compliance with the auditor’s independence and objectivity principles, as well as rules of information exchange, supervises the auditor’s work and performs a periodic evaluation of the external auditor’s performance.
In September 2017, the Supervisory Board approved the following prepared by the Audit Committee:
- “Policy on the selection of the audit firm at BNP Paribas Bank Polska S.A.”
- „Procedure for the selection of the audit firm at BNP Paribas Bank Polska S.A.”
- „Policy on the provision of permitted non-audit services by the audit firm, by affiliates of the audit firm and members of the audit firm’s network at BNP Paribas Bank Polska S.A.”
The main objective of the Policy and Procedure for the selection of the audit firm is to ensure the correctness and compliance with the applicable legal provisions, including those related to:
- the maintenance of the independence of the audit firm and the key statutory auditor,
- applying transparent and non-discriminatory evaluation criteria when selecting an audit firm during the tender process,
- ensuring that principles for the appropriate rotation of audit firms and the key statutory auditor are followed, including cooling-off periods.
The fundamental assumption of the Policy on rendering permissible non-audit services by the audit firm, by entities related to the audit firm and members of the audit firm’s network at BNP Paribas Bank Polska S.A. is to analyse compliance of the additional service with legal regulations as well as to control and monitor independence of the key statutory auditor and the audit firm. The policy allows for the provision of permitted services, to the extent not related to the Bank’s tax policy, following an independence analysis and authorization to their provision.
On 12 December 2019, the Bank’s Supervisory Board adopted a resolution appointing Mazars Audyt Sp. z o.o. as the audit firm authorised to audit and review the stand-alone financial statements of BNP Paribas Bank Polska S.A. and the consolidated financial statements of the BNP Paribas Bank Polska S.A. Group together with the reporting packages, for the years 2020-2021.
On 9 December 2021 the Board decided to extend the agreement with the existing audit firm for 2022-2023.
The Audit Committee’s recommendation on the selection of the audit firm to audit the financial statements was made following an organised selection procedure that meets the applicable criteria.
In addition, in accordance with the requirements set forth in the Selection Policy (§ 4) and Audit Firm Selection Procedure (§ 8), taking into account the rotation rules for the audit firm and the key statutory auditor (§ 6 and 7 of the Policy), the Audit Committee recommended, and the Supervisory Board decided, to re-appoint the existing audit firm and to renew the audit contract with this firm for the financial statements of the Bank and the Bank’s Group.
In 2021, the audit firm provided permitted non-audit services to the Bank in respect of the review of the Bank’s and the Bank Group’s half-yearly financial reports and consolidation packages. In assessing the independence of the audit firm and agreeing to provide the service, the Bank used the approval e-path for the key auditor and the audit firm to conduct the statutory audit of the Bank’s and the Bank Group’s financial statements as set out in the Certified Auditor Selection Policy.