Appendix to Resolution no. 8/2022 of the Supervisory Board of FABRYKI MEBLI "FORTE" S.A. dated 23 May 2022

REPORT OF THE SUPERVISORY BOARD OF

FABRYKI MEBLI "FORTE" SPÓŁKA AKCYJNA

FOR THE FINANCIAL YEAR 2021

The report of the Supervisory Board of FABRYKI MEBLI "FORTE" S.A. for the financial year 2021 includes:

  1. Report on the activities of the Supervisory Board in the financial year 2021.
  1. Assessment of the Company's standing on a consolidated basis, including assessment of internal control, risk management and compliance systems and the internal audit

function, in accordance with principle 2.11.3 of Best Practice for GPW Listed Companies 2021 (hereinafter: Best Practice 2021).

III.Assessment of the Company's compliance with the corporate governance principles and the manner of compliance with the disclosure obligations concerning compliance with the corporate governance principles defined in the Exchange Rules and the regulations on current and periodic reports published by issuers of securities, in accordance with principle 2.11.4 of Best Practice 2021.

IV.Assessment of the rationality of expenses incurred by the Company and the Group, referred to in principle 1.5, in accordance with principle 2.11.5 of Best Practice 2021.

  • REPORT ON THE ACTIVITIES OF THE SUPERVISORY BOARD IN THE FINANCIAL YEAR 2021

The Supervisory Board of FABRYKI MEBLI "FORTE" S.A. based in Ostrów Mazowiecka (the Company or FORTE) operates on the basis of generally applicable laws, in particular the Code of Commercial Companies, the Company's Articles of Association, the Regulations of the Supervisory Board and in accordance with the "Best Practice for GPW Listed Companies 2016" (until 30 June 2021) and the "Best Practice for GPW Listed Companies 2021" adopted by the Company. The Company has declared compliance with the corporate governance principles included in Best Practice 2021 as of 1 July 2021.

Pursuant to the Company's Articles of Association and the Regulations of the Supervisory Board, the Supervisory Board exercises permanent supervision over all areas of the Company's operations. Its tasks include, in particular, evaluating the Company's financial

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statements and Management reports on the Company's operations in terms of their compliance with the books of account, documents and facts, and Management Board's proposals for distribution of profit or coverage of loss, as well as presenting an annual written report on the results of such assessment to the General Meeting.

The Supervisory Board and the Management Board of FABRYKI MEBLI "FORTE" S.A. work together especially at meetings of the Supervisory Board, following generally applicable laws and internal regulations.

The Supervisory Board of FABRYKI MEBLI "FORTE" S.A. consists of Members appointed for a joint four-year term of office for the years 2018-2022. In 2021, the Supervisory Board was composed of the following persons:

  • Stanisław Krauz - until 9 October 2021,
  • Zbigniew Mieczysław Sebastian,
  • Jerzy Smardzewski,
  • Paweł Szczepiórkowski,
  • Jacek Tucharz,
  • Bernard Woźniak.

Mr Zbigniew Sebastian acts as Chairman of the Supervisory Board and Mr Bernard Woźniak as Vice-Chairman of the Supervisory Board.

The independence criteria defined in principle 2.11.1 of Best Practice 2021 were met in 2020 by the following Members: Jerzy Smardzewski, Piotr Szczepiórkowski, Jacek Tucharz and Bernard Woźniak.

In the reporting period, i.e. from 1 January to 31 December 2021, the Supervisory Board held nine meetings, including five meetings by videoconference and four meetings by written procedure, at which it adopted 33 resolutions regarding, inter alia:

  1. selection of an audit firm to audit the statutory financial statements of FABRYKI MEBLI "FORTE" S.A. and of the FABRYKI MEBLI "FORTE" S.A. Group,
  2. approval of the FABRYKI MEBLI "FORTE" S.A. Internal Audit Activity Report for 2020,
  3. approval of the FABRYKI MEBLI "FORTE" S.A. Internal Audit Plan for 2021,
  4. approval of the FABRYKI MEBLI "FORTE" S.A. Group Plan for 2021,

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  1. assessment of the Management Report on the operations of the FABRYKI MEBLI "FORTE" S.A. Group in the financial year 2020, including the Management Report on the operations of FABRYKI MEBLI "FORTE" S.A. in the financial year 2020, and the financial statements of FABRYKI MEBLI "FORTE" S.A. for the financial year 2020 and the consolidated financial statements of the FABRYKI MEBLI "FORTE" S.A. Group for the financial year 2020,
  2. approval of the Report on the activities of the Supervisory Board of FABRYKI MEBLI "FORTE" S.A. in the financial year 2020,
  3. assessment of the Management Board's proposal for the distribution of net profit of FABRYKI MEBLI "FORTE" S.A. for the financial year 2020 and allocation of part of capital reserves for payment of dividend,
  4. submission of a report on the results of the assessment of the following documents to the Annual General Meeting of FABRYKI MEBLI "FORTE" S.A. for approval: the financial statements of FABRYKI MEBLI "FORTE" S.A. for the financial year 2020 and the consolidated financial statements of the FABRYKI MEBLI "FORTE" S.A. Group for the financial year 2020 and the Management Report on the operations of the FABRYKI MEBLI "FORTE" S.A. Group in the financial year 2020, including the Management Report on the operations of FABRYKI MEBLI "FORTE" S.A. in the financial year 2020 and the Management Board's proposal for the distribution of net profit of FABRYKI MEBLI "FORTE" S.A. for the financial year 2020,
  5. approval of the Report on remuneration of Members of the Management Board and of the Supervisory Board of FABRYKI MEBLI "FORTE" S.A. for financial years 2019-2020,
  6. assessment of matters included in the agenda of the Annual General Meeting of FABRYKI MEBLI "FORTE" S.A.,
  7. approval of the Procedure for periodic assessment of significant transactions made within the ordinary course of business of FABRYKI MEBLI "FORTE" S.A., with related entities,
  8. approval of the Report on periodic assessment of significant transactions made within the ordinary course of business from 1 December 2019 to 31 December 2020,
  9. consent for FABRYKI MEBLI "FORTE" S.A. to conclude loan agreements with FORTE BRAND Sp. z. o.o,
  10. consent for FABRYKI MEBLI "FORTE" S.A. to conclude a lease agreement with HE2 Janki 2 Sp. z o.o,

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  1. consent for a Member of the Management Board of FABRYKI MEBLI "FORTE" S.A. to act as a Member of the Supervisory Board at YESTERSEN Sp. z. o.o,
  2. consent to sell real property located in Hajnówka,
  3. consent for FABRYKI MEBLI "FORTE" S.A. to establish a transmission easement in favour of Przedsiębiorstwo Energetyki Cieplnej w Suwałkach Sp. z o.o,
  4. adoption of the uniform text of the Articles of Association of the Company,
  5. amendments to the Internal Audit Charter of FABRYKI MEBLI "FORTE" S.A.,
  6. opinion on draft resolutions to be discussed at the Extraordinary General Meeting of FABRYKI MEBLI "FORTE" S.A.,
  7. payment of advances on bonuses for Members of the Management Board for 2020 and 2021,
  8. compensation of remuneration for Members of the Management Board of FABRYKI MEBLI "FORTE" S.A. for the period from 1 April to 15 June 2020,
  9. changes to the rules for calculating remuneration of Members of the Management Board.

In 2021, the work of the Supervisory Board focused on issues of significant importance to the Company's business. The Supervisory Board looked at the key aspects of the Company's operations and the work of the Management Board. The scope of works subject to supervision, consultation and opinion of the Supervisory Board included significant areas of activity, such as assessment of the financial statements and Management reports on the Company's operations, as well as approval and consent for the Management Board to take certain actions reserved for the Supervisory Board. The Supervisory Board was regularly informed by the Management Board about ongoing activities, regularly reviewed financial performance and received up-to-date information on the situation of the Company and of the Group with respect to the SARS-CoV-2 coronavirus pandemic and on significant measures taken to prevent its negative effects.

Pursuant to the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight (consolidated text of 15 July 2020, Journal of Laws Dz. U. of 2020, item 1415), the Supervisory Board of the Company appointed an Audit Committee. The Audit Committee is composed of:

  • Zbigniew Mieczysław Sebastian,
  • Jerzy Smardzewski,
  • Bernard Woźniak.

Mr Bernard Woźniak acts as Chairman of the Audit Committee.

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Pursuant to Article 129 of the Act on Statutory Auditors, Audit Firms and Public Oversight (the Act):

  • Zbigniew Sebastian and Jerzy Smardzewski have knowledge and skills in the industry in which the Company operates, as defined in Article 129(5) of the Act,
  • Bernard Woźniak has knowledge and skills in accounting or auditing as defined in Article 129(1) of the Act and meets the independence criteria of Article 129(3) of the Act.

In the reporting period, the Audit Committee held remote meetings, i.e. videoconferences, convened by the Chairman of the Audit Committee. The Audit Committee held its meetings via Microsoft Teams. Four Audit Committee meetings were held in 2021. In 2021, the Audit Committee adopted resolutions on:

  • recommendation regarding the selection of an audit firm to audit the statutory financial statements of FABRYKI MEBLI "FORTE" S.A. and of the FABRYKI MEBLI "FORTE" S.A. Group;
  • approval of the Report on the activities of the Audit Committee from 1 January to 31 December 2020,
  • recommendation for the Supervisory Board of FABRYKI MEBLI "FORTE" S.A. regarding amendments to the Internal Audit Charter of FABRYKI MEBLI "FORTE" S.A.,

The Audit Committee discussed at its meetings in particular the following issues:

  • recommendation for the Supervisory Board regarding the selection of an audit firm,
  • results of a review of the most important risks for FORTE and the FORTE Group, in particular the risks that may affect the financial statements of the Company and of the Group,
  • internal control and audit as a broadly understood process of preparing the financial statements of the Company and of the Group,
  • information on the progress of work on the preparation of semi-annual and annual financial statements of FORTE and of the Group,
  • Internal Audit plans for the given year and the report on the activities of Internal Audit of FABRYKI MEBLI "FORTE" S.A.,
  • recommendations regarding amendment to the Company's Internal Audit Charter.

In 2021, the Audit Committee held one meeting with the auditor auditing the Company's and Group's financial statements for 2020, i.e. KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp. k., and three meetings with the new auditor authorised to audit the

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Fabryki Mebli FORTE SA published this content on 20 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 June 2022 12:34:08 UTC.