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.
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, the principles of information exchange, supervises the auditor’s work and performs a periodic evaluation of the external auditor’s performance.
The Supervisory Board has appointed the Audit Committee in compliance with all legal provisions relating to the appointment, composition and functioning of the Audit Committee, including those relating to the fulfilment by its members of the independence criteria and the requirements to have knowledge and skills in the industry in which the company operates and in accounting or auditing.
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 31.12.2020
- 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.
- Mr 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..
- Ms 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.
- Mr 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 Skarbiec-Emerytura, 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.
- Mr 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 Board of Executives 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 https://www.bnpparibas.pl/english-info/bank-autorithies.
In the regular members of the Audit Committee meetings also attend, i.e.: President of the Management Board, Member of the Management Board supervising the Finance Area, Member of the Management Board supervising the Risk Area, Managing Director of the Internal Audit Division and Managing Director of the Compliance Division.
The Committee meets depending on the needs arising from its tasks, including each time before the publication of the Bank’s results and financial reports, but at least four times a year.
In 2020, 6 meetings of the Audit Committee were held.
In accordance with its mandate, in 2020. The Committee discussed, among other things, the 2019 financial statements, the 2019 Group Activity Report and the report containing non-financial information for 2019, the quarterly and half-yearly reports on financial performance in 2020, and periodically assessed the performance of the external auditor. It took note of the action plan of the Internal Audit Division and the Compliance Monitoring Division and the periodic reports on the activities of the above areas, as well as the annual report on the evaluation of the effectiveness of internal control mechanisms and processes.
Furthermore, the Audit Committee got acquainted with the periodic reports on the status of the monitored audit recommendations and the implementation of the recommendations of the Financial Supervision Authority, verified the updated regulations in the area of accounting, audit and compliance, recommending their adoption to the Supervisory Board.
The Audit Committee’s supervision of the selection of the audit firm
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.” and „Procedure for the selection of the audit firm at BNP Paribas Bank Polska S.A.”, as well as the „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 consent 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.
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 2020, 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 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.