Rules concerning change of auditor authorised to audit financial statements

We follow the rule of rotating the audit partner responsible for each engagement every five years, to conform with Article 134 of the Act on Registered Auditors, Audit Firms and Public Supervision dated 11 May 2017 (unified text, Journal of Laws of 2022, no. 1302) (“Act of Registered Auditors”).

Appointment and replacement of the Company’s auditor is approved by the Company’s Supervisory Board, which receives and acts on recommendations received from the Audit Committee. The Company has an Audit Committee whose responsibilities include among other things evaluation of, and recommendations for the replacement of, external auditors of the Company, including ensuring the fulfilment of related disclosure requirements.

Additionally, as a company regulated by Polish securities laws, we are bound by the legal requirements of Decree of the Council of Ministers of 29 March 2018 concerning the submission of current periodical information by the securities’ issuers and also the conditions of recognising as equal the information demanded by the national lawful regulation of a country which is not a member of the European Union.

Rules for selection of an independent auditor within an audit firm to audit GTC S.A.’s financial statements, as well as the rules for conducting authorised non-audit services by the audit firm

On 15 November 2022, the supervisory board of GTC approved the rules for the selection of an independent auditor according to the Act on Registered Auditors which were adopted by the Audit Committee of the Company on 15 November 2022.The selection of an audit firm to audit and review the financial statements of the Company is the responsibility of the Supervisory Board. Decisions are taken in the form of an official resolution of the Supervisory Board, taking into account the prior recommendations of the Audit Committee.The Audit Committee assesses the independence of the statutory auditor and consents to the provision of authorised non-audit services to the Company. The consent can be expressed after the assessment of the independence of the statutory auditor and after obtaining from the statutory auditor a confirmation that the provision of authorised non-audit services will be carried out in accordance with the independence requirements laid down for such services in the rules of professional ethics and standards of performing such services.

Main assumptions of the policy for selecting an audit firm for the purpose of conducting an audit:

1

the Company's supervisory board selects an audit firm to audit the financial statements based on the prior recommendation of the Audit Committee of the Supervisory Board. The selection decision is taken in the form of a resolution of the supervisory board.

2

the Audit Committee, in its recommendation, shall:

  • recommend a preferred audit firm along with a justification of the preference of the Audit Committee;
  • state that the recommendation is free from third-party influence;
  • state that the Company has not entered into any agreements containing clauses that restrict the ability of the supervisory board to select an audit firm for the purposes of the audit of the Company's financial statements to certain categories or lists of audit firms; and
  • indicate the proposed remuneration for conducting the audit.

3

in the event that the selection conducted by the Audit Committee does not refer to the prolongation of the agreement for the purpose of the audit of the Company’s financial statements, the recommendation of the Audit Committee must contain at least two options for the selection of an audit firm, along with justifications as well as an explanation of the reasons of the Audit Committee’s preferred option.

4

the Audit Committee shall cooperate with the Management Board in obtaining, analysing and evaluating the audit offers, and will be assisted by the Management Board in drafting the respective recommendation.

5

in the course of the selection procedure, the Supervisory Board and the Audit Committee shall consider:

  • the principles of impartiality and independence of the audit firm. This shall include an analysis of other work carried out by the audit firm in the Company that extends beyond the scope of the auditing of the financial statements in order to avoid any conflict of interest;
  • the experience and track record of the audit team in auditing financial statements of similar companies, its competencies and financial criteria;
  • the maximum allowed duration of continuous engagements of statutory audits carried out by the same audit firm under any applicable law;
  • the proposed remuneration for the audit;
  • the assessment of the relation between the criteria specified in points 2 and 3 above; and
  • the assessment of the findings and conclusions of the annual report of the Polish Audit Supervision Agency (PANA).

Key Highlights

€2Bn+

Book Value of Portfolio

46

Commercial Buildings

30

Nearly 30 Years' Experience

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