The Audit Committee supports the Supervisory Board in the monitoring of and supervision over the financial reporting, the internal and external audits and management system at the Bank and its subsidiaries. In particular, this covers the adequacy and effectiveness of the internal control system and the system of risk management and the relations between the Bank and the entity auditing the Bank's financial statements.
The operations of the Audit Committee are described in detail in the Bylaw of the Supervisory Board’s Audit Committee of ING Bank Śląski S.A. passed by the Supervisory Board.
In accordance with the By-law, the Audit Committee consists of at least 3 Members of the Supervisory Board. The majority of the Members of the Audit Committee, inclusive of its Chairman, should meet the independence criteria, and at least one of the Independent Members in the Audit Committee should additionally have qualifications in accounting or financial audit. Currently, there are three Independent Members of the Supervisory Board in the Audit Committee, which fulfils the requirements of the Act on Statutory Auditors, Auditing Firms and Public Oversight of 11 May 2017.
The Audit Committee meets at least once per quarter. While performing its tasks, the Audit Committee may use expert assistance.
In 2019, the composition of the Audit Committee did not change.
The independent members who meet the statutory independence criteria are: Antoni F. Reczek (Chairperson), Aleksander Galos and Aleksander Kutela. The other members of the Audit Committee, namely Małgorzata Kołakowska and Norman Tambach, are related to the strategic shareholder, ING Bank NV. Mr Antoni F. Reczek has expertise and skills in accounting and auditing of financial statements. He became a licensed auditor of the Republic of Poland in 1993. Also Mr Norman Tambach has knowledge and skills in these areas – he has been a chartered accountant registered with the Netherlands Institute of Chartered Accountants since 2002. All Members of the Audit Committee have knowledge and skills in finances and banking.
In 2019, the Audit Committee held six meetings; additionally, eight meetings were held by way of correspondence.
In 2019, an auditing firm that audited financial statements (KPMG Audyt Spółka z ograniczoną odpowiedzialnością Sp.k.) provided the following services other than the audit:
- the review of the interim (semi-annual) financial statements of the Bank and of the ING Bank Śląski S.A. Group,
- an assurance engagement concerning the satisfaction of requirements for the storage of clients’ assets,
- an attestation service regarding the compliance of annual disclosure on the Bank's capital adequacy,
- the review of the Bank's interim (quarterly) financial statements for capital requirements needs.
Provision of the aforementioned services was approved by the Audit Committee after the assessment of threats to and safeguards for independence of the statutory auditor and auditing firm was carried out.
The main assumptions of the Policy on Selection of Auditing firm to Audit Financial Statements, Assessment of its Independence and Provision of Other Permitted Services at ING Bank Śląski S.A. are:
- the Audit Committee makes a decision on giving consent for hiring an auditor (auditing firm carrying out an audit, an entity related thereto and by a member of the auditing firm’s network) to provide permitted services other than the audit;
- the permitted services may be provided only within the scope other than the Bank'ss tax policy
- following the Audit Committee’s assessment of threats to and safeguards for the independence of an auditor and auditing firm;
- the independence of an auditor or auditing firm is verified and monitored at each stage of an auditing firm selection process;
- when making a final decision on the selection of an auditing firm or preparing recommendations, the Supervisory Board or the Audit Committee, respectively, observe the following transparent and non-discriminating selection criteria that are applied by the Bank to appraise tenders submitted by auditing firms:
- the assessment of the independence of an auditing firm to carry out an audit already at a selection procedure stage,
- potential to provide all services specified by the Bank (audit of separate financial statements, audit of consolidated financial statements, reviews, etc.),
- the track record of an auditing firm as regards the audit of financial statements of the entities with a business profile similar to that of the Bank,
- the track record of an auditing firm as regards the audit of financial statements of public interest entities from the banking sector,
- professional qualifications and experience relevant for the performance of audit activities, and the number of individuals directly involved in an audit carried out at the Bank,
- price terms offered by an auditing firm.
The recommendation of the Audit Committee concerning the selection of an auditing firm to audit the Bank's financial statements satisfied the applicable terms and conditions and was issued following the selection procedure organised by the Bank that fulfilled the applicable criteria.