Report on Compliance with the Corporate Governance Rules by AB S.A.

Transcription

1 Report on Compliance with the Corporate Governance Rules by AB S.A.

2 Table of Contents 1. Indication of corporate governance rules applicable to AB S.A Indication of corporate governance rules that have not been applied by AB S.A Description of the key features of internal control and risk management systems applied at the Company with respect to the process of preparing financial statements and consolidated financial statements Shareholders holding, directly or indirectly, large blocks of shares Holders of any securities with special control rights Limitations for the exercise of voting rights Limitations for assignment of the ownership title to the issuer s securities Description of the rules governing appointment and dismissal of managers and their rights Description of the rules governing changes in the Company s Articles of Association Description of the functioning of the General Shareholders' Meeting and its fundamental powers as well as of shareholders rights and their exercise Composition and the principles of functioning of the Company s governing bodies Composition and the principles of functioning of the Company s supervisory bodies... 13

3 1. This Report has been prepared on the basis of Art of the Regulation of the Minister of Finance on current and periodic disclosure by issuers of securities and conditions to recognise as equivalent the information that is required by the provisions of the law in Non-Member States of 19 February 2009 (consolidated text: Journal of Laws of 2014, item 133, as amended) hereinafter the MF Regulation. Indication of corporate governance rules applicable to AB S.A. AB S.A. is obliged to comply with a set of corporate governance rules called the Code of Best Practice for WSE Listed Companies. In the financial year 2015/2016 these rules have been changed, therefore: a) until 31 December 2015 the Company was obliged to comply with a set of corporate governance rules called the Best Practice of WSE Listed Companies adopted by the Supervisory Board of the Warsaw Stock Exchange on 4 July The full text (consolidated after inclusion of amendments) is publicly available at the Warsaw Stock Exchange website in the Corporate Governance Rules section: b) from 1 January 2016 the Company was obliged to comply with a set of corporate governance rules called the Best Practice of WSE Listed Companies 2016 adopted by the Board of the Warsaw Stock Exchange on 13 October The full text (consolidated after inclusion of amendments) is publicly available at the Warsaw Stock Exchange website in the Corporate Governance Rules section: GPW.pdf 2. Indication of corporate governance rules that have not been applied by AB S.A. Acting pursuant to Art b of the MF Regulation the Issuer specifies the corporate governance rules that have not been applied by it, or have been applied with a reservation: a) The corporate governance rules in force by 31 December 2015: No. RULE COMMENTARY OF AB S.A. I. RECOMMENDATIONS REGARDING BEST PRACTICE FOR STOCK EXCHANGE LISTED COMPANIES 12. The Company should enable its shareholders to exercise a voting right during a general meeting either in person or through a proxy, outside the venue of the general meeting, using means of electronic communication. The Company s corporate documents (Articles of Association, Regulations of the General Shareholders' Meeting) do not provide for a possibility of participating in the General Meeting and exercising a voting right using means of electronic communication.

4 II. BEST PRACTICE IMPLEMENTED BY MANAGEMENT BOARDS OF STOCK EXCHANGE LISTED COMPANIES 1. The Company should operate a corporate website and publish there, in addition to information required by legal regulations: 2a) on an annual basis, in the fourth quarter information about proportion of women and men in the Management Board and in the Supervisory Board of the Company, respectively, in the last two years 9a) a record of the general meeting in an audio or video format. Selection of candidates for members of the Company s governing bodies is based only on merit-related criteria, namely qualifications and experience. The Company does not provide information on the percentage of men and women in the Company s governing bodies so that investors do not get the impression that some other criteria, in addition to professional factors, are taken into account in the selection of candidates. Apart from that, the composition of the Company s governing bodies is made public, therefore information on the percentage share of men and women in the governing bodies has no cognitive value. The Company does not provide for publication of the record of the General Shareholders' Meeting, in an audio or video form, on its website. Resolutions adopted at the General Shareholders' Meeting are immediately published by the Company in the form of current reports and posted on the Company s website, which in the Company s opinion ensures transparent access to material information in that respect. III. BEST PRATCICE APPLIED BY MEMBERS OF SUPERVISORY BOARDS 9. Conclusion of an agreement/transaction with an associated entity fulfilling conditions specified in part II.3, requires approval of the Supervisory Board. The rule is applied, only it does not require approval of the Supervisory Board for conclusion of each agreement with a subsidiary. Rule No. II.3 requires such approval only with respect to some agreements, selected under criteria that are not strictly defined. The final decision is left to the Management Board. Therefore, to have such a requirement in the Articles of Association is pointless in the opinion of the Company. Article 14 of the Company s Articles of Association includes a number of limitations, as a result of which virtually every material agreement concluded by a subsidiary requires approval of the Supervisory Board. IV. BEST PRACTICE APPLIED BY SHAREHOLDERS 10. The Company should enable its shareholders to participate in the The Company s corporate documents (Articles of Association, Regulations of the General Shareholders' Meeting) do not

5 General Shareholders' Meeting with the use of means of electronic communication consisting in: 1) real time broadcast of the General Shareholders' Meeting, 2) bilateral communication in real time, in which shareholders may take the floor at the General Shareholders' Meeting from a location other than the meeting's venue. provide for a possibility of participating and speaking at the General Meeting using means of electronic communication. In the Company s opinion, implementation of this rule is associated with technical and legal risks, which may affect correct and uninterrupted course of General Meetings, as well as a true, reliable, and safe information flow during communication in real time. b) Corporate governance rules effective since 1 January 2016: No. RULE COMMENTARY OF AB S.A. I. Information Policy and Communication with Investors I.Z.1.20 The Company runs a corporate website where it publishes in a readable form and in a separate section the following information, apart from information required by the law: - a record of the general meeting in an audio or video format The rule which is currently applicable is an equivalent of Rule No. II.1.9a applicable so far. The Company does not provide for publication of the record of the General Shareholders' Meeting, in an audio or video form, on its website. Resolutions adopted at the General Shareholders' Meeting are immediately published by the Company in the form of current reports and posted on the Company s website, which in the Company s opinion ensures transparent access to material information in that respect. II. Management Board and Supervisory Board II.Z.2 The Supervisory Board must give its consent to members of the Company s Management Board to serve on Supervisory Boards of companies which do not belong to the Company's group. The rule is applied with a reservation that the requirement to obtain approval of the Supervisory Board for members of the Management Board to serve in a Supervisory Boards of companies that do not belong to the Company's group applies only to serving in bodies of competitive companies (Art. 380 of the Code of Commercial Companies). Regardless of the above, the Company informs that no member of the Management Board does serve in a Management Board or Supervisory Board of companies which do not belong to the Company's group.

6 IV. General Meeting and Relations with Shareholders IV.R.2 IV.Z.2 If there is justification due to a shareholding structure or expectations of shareholders reported to the Company, while the Company is able to provide the technical infrastructure necessary for efficient conduct of the General Meeting using means of electronic communication, the Company should provide shareholders with a possibility to attend the General Meeting via such means, in particular via: 1) broadcast of the General Shareholders' Meeting in real time, 2) real-time bilateral communication where shareholders may take the floor during a General Meeting from a location other than the General Meeting, 3) exercise, either in person or through a proxy, the right to vote at the General Shareholders' Meeting. If there is justification due to the shareholding structure, the Company ensures public broadcast of the General Shareholders' Meeting in real time The indicated recommendation is an equivalent of the existing rules Nos. I.12 and IV.10. The Company s corporate documents (Articles of Association, Regulations of the General Shareholders' Meeting) do not provide for a possibility of participating and speaking at the General Meeting, as well as exercising voting rights using means of electronic communication. In the Company s opinion, implementation of this rule involves technical and legal risks, which may affect the correct and uninterrupted course of General Meetings, as well as a true, reliable and safe information flow during communication in real time. The Company does not ensure the broadcast of the General Shareholders' Meeting in real time. Resolutions adopted at the General Shareholders' Meeting are immediately published by the Company in the form of current reports and posted on the Company s website, which in the Company s opinion ensures transparent access to material information in that respect. V. Conflict of Interest and Transactions with Related Entities: V.Z.5 Prior to conclusion of a material agreement with a shareholder holding a minimum 5% of the overall number of the votes in the Company or a related entity, the Management Board requests the Supervisory Board to approve such a transaction. Prior to provision of The indicated rule is an equivalent of the existing rule III.9 with a reservation that the scope of its application has been extended to include conclusion of a material agreement with a shareholder holding a minimum 5% of the overall number of the votes at the Company. Similarly as in case of a set of governance rules effective by 31 December 2015, the Company informs that this rule is applied with a reservation that not

7 consent by the Supervisory Board, it evaluates an impact of such a transaction on the Company s interests. Typical transactions and transactions concluded at arm s length as part of the Company s operations with entities belonging to the Company's group are not subject to this requirement. If a decision on conclusion of a material agreement with a related entity is taken by the General Meeting, prior to such decision the Company provides access to information necessary to evaluate an impact of the transaction on the Company s interests to all shareholders. every agreement with a related entity or a shareholder requires approval of the Supervisory Board. The Company Articles of Association specify a category of agreements conclusion of which requires approval of the Supervisory Board. Conclusion of such agreements requires approval of the Supervisory Board regardless of who the other party to the agreement is. Considering the fact that rule No. V.Z.5 requires such approval only with respect to some agreements, selected under criteria that are not strictly defined, leaving the final decision to the Management Board, inclusion of such a requirement in the Articles of Associations is pointless in the Company s opinion. Article 14 of the Company s Articles of Association includes a number of limitations, as a result of which virtually every material agreement concluded by the Company requires approval of the Supervisory Board. VI.Z.4 In its Report on the operations the Company presents a report on the remuneration policy containing as a minimum: 1. general information on a remuneration system adopted by the Company, 2. information on conditions and the amount of remuneration granted to each member of the Management Board, split into fixed and variable components, specifying key parameters used to determine variable components of remuneration and rules for the payment of retirement allowance and other payments related to termination of the employment contract, commission or other legal relationship of similar nature separately for the Company and for each entity belonging to the group, 3. information on nonfinancial components of remuneration assigned to individual members of VI. Salaries The Company does not apply this rule and does not indicate information on a remuneration system in its report on operations. The Company s report on operations contains information on remuneration granted to members of the Management Board and the Supervisory Board to the extent required under the applicable law.

8 the Management Board and key managers, 4. specification of material changes made to the remuneration policy during the last financial year or information that there have been no changes, 5. assessment of the functioning of the remuneration policy from a viewpoint of implementation of its objectives, in particular long-term growth of the value for shareholders and sustainability of the company. 3. Description of the key features of internal control and risk management systems applied at the Company with respect to the process of preparing financial statements and consolidated financial statements Pursuant to the Regulation of the Minister of Finance on current and periodic disclosure by issuers of securities and conditions to recognise as equivalent the information that is required by the provisions of the law in Non-Member States of 19 February 2009, the Management Board of AB S.A. is responsible for the internal control system and its effectiveness in the process of preparing financial statements. Non-consolidated financial statements of AB S.A. are prepared in accordance with the Accounting Act (consolidated text: Journal of Laws of 2014, item 300). The consolidated financial statements of AB S.A. Group are prepared on the basis of the financial statements of the parent entity and respective financial statements of the entities controlled by the parent entity. Financial statements of the subsidiaries, with adjustments to ensure compliance with International Financial Reporting Standards ( IFRS ), are prepared in accordance with uniform accounting rules applied for transactions and economic events of a similar nature. To ensure uniformity of accounting rules, the Company's accounting policy is applied throughout the Group when preparing consolidation packages. Both consolidated and separate annual financial statements are subject to audit, and semi-annual financial statements are subject to review by an independent statutory auditor. Results of the audits are presented at the General Shareholders' Meeting. 4. Shareholders holding, directly or indirectly, large blocks of shares

9 As at Number of shares Shareholding structure by the number of shares Number of votes Shareholding structure by the number of votes Andrzej Przybyło 1,316, % 2,629, % Iwona Przybyło 1,749, % 1,749, % Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK 2,118, % 2,118, % Aviva Investors Poland S.A. 1,002, % 1,002, % Nationale-Nederlanden OFE 2,291, % 2,291, % Others 8,061, % 8,061, % Total 16,187, % 17,500, % In a period from the balance sheet date to the publication date of the annual report, the Company received a notification from PKO BP Bankowy Otwarty Fundusz Emerytalny S.A. that it had increased its share in the overall number of votes at General Shareholders' Meeting above a 5% threshold. 5. Holders of any securities with special control rights ARTICLES OF ASSOCIATION OF AB S.A. Art. 5.1b As long as series B shares are held by Mr Andrzej Przybyło, they shall be privileged with respect to voting rights in such a way that every series B share shall carry two votes at General Meetings. 6. Limitations for the exercise of voting rights There are no limitations with respect to the exercise of voting rights. 7. Limitations for assignment of the ownership title to the issuer s securities ARTICLES OF ASSOCIATION OF AB S.A. Art. 5.1b The privileged character of all series B shares shall expire: (i) when at least one series B share is transferred to any person other than Mr Andrzej Przybyło, unless the ownership of registered series B shares is transferred to a spouse or descendants of Mr Andrzej Przybyło or unless they are acquired by inheritance by Mr Andrzej Przybyło's heirs ( ) 8. Description of the rules governing appointment and dismissal of managers and their rights Pursuant to Art. 9.1 of Articles of Association of AB S.A., the Management Board is appointed and dismissed by the Supervisory Board.

10 The Company s Management Board shall be composed of one to seven members, including the President of the Management Board, nominated and dismissed by the Supervisory Board. The term of office of the Management Board shall be common and shall last four years. The Company s Management Board manages and represents the Company. All matters related to management of the Company s business that are not reserved by the law or these Articles of Association to be within the competences of the General Meeting or the Supervisory Board shall fall within the competences of the Management Board. Before performing any operation that pursuant to the Code of Commercial Companies or these Articles of Association requires a resolution of the Supervisory Board or of the General Meeting, the Management Board shall apply for relevant approval to the Supervisory Board or the General Meeting of the Company. If the Management Board is composed of more than one person, representations on behalf of the Company can be made by the President of the Management Board acting solely, by two Members of the Management Board acting jointly, or by a Member of the Management Board acting jointly with a proxy. In accordance with the Articles of Association, decisions regarding share issue or redemption are taken by the Issuer s General Meeting. 9. Description of the rules governing changes in the Company s Articles of Association The rules governing changes in the Company s Articles of Association are provided in Art. 430 and Art of the Code of Commercial Companies. 10. Description of the functioning of the General Shareholders' Meeting and its fundamental powers as well as of shareholders rights and their exercise. General Meeting of AB S.A. (GM) operates pursuant to the Code of Commercial Companies and the Articles of Association of AB S.A. The detailed procedures are specified in the Regulations of the General Meeting. The General Meeting shall convene the Management Board at its own initiative or upon request of a Shareholder/Shareholders representing at least one-twentieth of the share capital. In certain cases the Supervisory Board, as well as a Shareholder/Shareholders representing at least half of the share capital or at least half of the total number of votes in the Company, have a right to convene the General Meeting, and in the case of Shareholders authorised by a registry court to convene a General Meeting (GM) Shareholders representing at least one-twentieth of the share capital. GM is called by an announcement published on the Company s website at least twenty six days prior the scheduled date of the Meeting and in a manner specified for distribution of current information in line with provisions of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies. General Meetings shall be held in Wrocław or Warsaw. A Shareholder or Shareholders representing at least one-twentieth of the share capital are entitled, however no later than 21 days prior the scheduled date of the GM, to request that certain

11 items be introduced to the agenda of the General Meeting, as well as to submit to the Company, prior the scheduled date of the General Meeting, draft resolutions concerning items introduced to the agenda or items that are to be introduced in the agenda. Moreover, during the General Meeting each Shareholder may propose draft resolutions concerning items added to the agenda. The following persons are entitled to participate in the GM and exercise their voting rights: a) Persons authorised under registered shares and temporary certificates, as well as pledgees and users with voting rights, provided that they have been entered into the share register not later than sixteen days before the date of the General Meeting, b) Shareholders authorised under bearer shares, in cases provided for in Art of the Code of Commercial Companies, The right to participate in the GM and the voting right may be exercised in person or through a proxy with a power of attorney granted in a paper or an electronic form. The General Meeting requires presence of members of the Supervisory Board and the Management Board, and also a statutory auditor must be present where financial matters are to be discussed. In accordance with the Company s Articles of Association, the powers of the General Meeting shall include, in particular: adoption of resolutions on profit distribution or loss coverage, merger or transformation of the Company, dissolution and winding up of the Company, increase or decrease of the share capital, establishment of the rules for remuneration of members of the Supervisory Bard, creation and cancellation of special purpose funds, change of the Company's scope of business, amendment of the Company's Articles of Association, issue of bonds convertible to shares, bonds with priority rights or subscription warrants, appointment of liquidators, decisions regarding claims for damages made at the establishment of the Company or in the course of the Company s business or supervision, review of the issues submitted by the Supervisory Board, the Management Board, or shareholders, undertaking action to introduce the Company's shares to organised trading.

12 11. Composition and the principles of functioning of the Company s governing bodies The Management Board of AB S.A. operates pursuant to the Code of Commercial Companies and the Articles of Association of AB S.A. The detailed procedures are specified in the Regulations of the Management Board. The Management Board manages the Company s affairs and represents it in external relations. It also ensures transparency and effectiveness of the Company's management system and that its affairs are managed in line with the law and good practice. The Management Board is responsible for: strategy and main objectives of the Company, periodic financial statements, non-audited monthly financial statements, annual financial plans of the Company (budget), strategic economic plans of the Company (business plan). All actions undertaken by the Management Board are presented to the Supervisory Board. The Management Board shall adopt relevant resolutions especially with respect to the following issues: submission to the Supervisory Board and the General Shareholders' Meeting a report of the Management Board on the Company's operations and the financial statements, convention of the Ordinary Shareholders' Meeting and Extraordinary Shareholders' Meeting on own initiative or upon written request of the Supervisory Board or shareholders representing at least one-twentieth of the share capital, and definition of the General Meeting agenda, preparation of draft resolutions and motions in all issues, pursuant to Art of the Articles of Association and provisions of the Code of Commercial Companies, related to the competences of the General Meeting, all matters where decisions, pursuant to the provisions of the Articles of Association and the Code of Commercial Companies, depend on approval of the Supervisory Board or the General Meeting. As at 30 June 2016, the Management Board of AB S.A. was composed of the following persons: Andrzej Przybyło President of the Management Board Zbigniew Mądry Member of the Board, Sales Director

13 Krzysztof Kucharski Member of the Board, Director of Corporate and Legal Affairs Grzegorz Ochędzan Member of the Management Board, Chief Financial Officer In a period from the balance sheet date to the publication of the report, there were no changes in the composition of the Company s Management Board. 12. Composition and the principles of functioning of the Company s supervisory bodies The Supervisory Board of AB S.A. operates pursuant to the Code of Commercial Companies and the Articles of Association of AB S.A. The detailed procedures are specified in the Regulations of the Supervisory Board. The Supervisory Board shall exercise continuous supervision over the Company's operations. Apart from other issues stipulated in the provisions of the Articles of Association or legal regulations, the special rights of the Supervisory Board shall include: examination of the balance sheet and of the profit and loss account, examination of the Management Board's reports and the Management Board's requests pertaining to profit distribution and loss coverage; appointment and dismissal of the members of the Company's Management Board and suspending a member of the Company's Management Board or the entire Management Board of the Company; approval of the Regulations of the Management Board; determination of the remuneration principles of the Management Board; approving appointment of a proxy; approval of annual financial plans (budget) and strategic economic plans (business plans) of the Company; the budget should include at least one operational plan of the Company, the plan of revenues and costs for a given accounting year (with respect to the entire year and to individual calendar months), a balance sheet forecast for the end of the accounting year, a plan of cash flows for the accounting year (with respect to the entire year and to individual calendar months) and a plan of the Company's expenditures other than usual costs of operation; granting approval for incurring obligations, by the Company or Company s subsidiary, related to a single transaction or a series of related transactions with a total value exceeding, in a single financial year, an equivalent of EUR 200, (two hundred thousand euro), not provided for in the budget approved in accordance with the provisions of the Company's Articles of Association and which are activities that go beyond ordinary management. The equivalent shall mean an equivalent in PLN or in another convertible currency expressed in EUR, converted in accordance with an average EUR exchange rate and average exchange rate of the currency other than PLN published by the President

14 of the National Bank of Poland on the date immediately preceding the date on which the Management Board of the Company submits a request to the Supervisory Board for approving such a transaction, granting approval for incurring borrowings or loans or issuing debt securities by the Company or the Company s subsidiary, if as a result, a total value of the Company's debt would exceed the equivalent of EUR 8,000, (eight million euro); granting approval for issuing sureties by the Company or the Company's subsidiary and for incurring guarantee obligations and other off-balance sheet obligations, by the Company or the Company's subsidiary, not provided for in the budget approved in accordance with the provisions of the Company's Articles of Association, except for the operations to secure the Company's own liabilities; granting approval for establishing a pledge, mortgage, or transfer of title to secure a debt or other charges to the assets of the Company or the Company's subsidiary, not provided for in the budget approved in accordance with provisions of the Company's Articles of Association; granting approval for incurring obligations by the Company or Company s subsidiary, related to a single transaction or a series of related transactions with a total value exceeding, in a single financial year, an equivalent of EUR 200, (two hundred thousand euro), not provided for in the budget approved in accordance with the provisions of the Company s Articles of Association and which are activities that go beyond ordinary management. granting approval for purchase or takeover of shares in other commercial companies by the Company or the Company's subsidiary, and for entering into a partnership with other business entities by the Company or the Company's subsidiary; granting approval for concluding contracts by the Company on profit distribution of legal persons or business entities without legal personality; granting approval for selling the fixed assets of the Company or the Company's subsidiary the value of which exceeds 10% (ten percent) of the net book value of the fixed assets of the Company or Company's subsidiary, respectively, established on the basis of the last verified financial statements of the Company or the Company's subsidiary, respectively, from the marketable inventory within the scope of normal business operation; granting approval for the sale or transfer of copyrights or any other intellectual property rights, in particular the rights to the business name and to the AB logo, as well as rights to trademarks; granting approval for concluding contracts between the Company or Company's subsidiary and members of the Company's Management Board, the Company's shareholders or entities related to any of the Company's shareholders or members of the Company's Management Board. Whereas the term related entity shall mean a person, a company, or any other entity which has economic or family associations with any member of the Company s Management Board, including, in particular (i) his/her spouse, or (ii) his/her children, or (iii) grandchildren, or (iv) parents, or (v) grandparents, or

15 (vi) siblings, and any company or any other entity controlled directly or indirectly by persons referred to above, or in which the persons referred to above have significant economic interest, granting approval for the employment of advisers and other persons by the Company or the Company s subsidiary who are not employees of the Company or the Company s subsidiary, as consultants, lawyers, agents, if the annual remuneration, not provided for in the budget approved in accordance with provisions of the Company's Articles of Association, exceeds the equivalent of EUR 200, (two hundred thousand euro); granting approvals for pledging the Company's shares in the situations provided for in the Articles of Association; granting approvals for the sale of the Company's registered shares in the course of enforcement proceedings; selection of a statutory auditor to audit the Company's financial statements; granting approval for acquisition or sale of real estate, the perpetual usufruct right or shares in real estate. As at 30 June 2016 the Supervisory Board of AB S.A. was composed of the following persons: Iwona Przybyło Jacek Łapiński Andrzej Grabiński Jakub Bieguński Jerzy Baranowski Marek Ćwir In a period from the balance sheet date to the publication of the report, there were no changes in the composition of the Company s Supervisory Board. There is an Audit Committee established within the Supervisory Board, composed of 3 members appointed by the Supervisory Board from among their number. At least one member of the Audit Committee should be an independent member and be qualified in accounting or financial audit. The tasks of the Audit Committee include in particular: monitoring of the process of financial reporting, monitoring of efficiency of internal control, an internal audit, and risk management systems, monitoring of the activities of a financial audit, monitoring of independence of the auditor and the entity authorised to audit financial statements.

16 The Audit Committee recommends to the Supervisory Board the entity authorised to audit financial statements and to perform audits of the Company. As at 30 June 2016 the Audit Committee of AB S.A. was composed of the following persons: Jakub Bieguński Jerzy Baranowski Marek Ćwir In a period from the balance sheet date to the publication of the report, there were no changes in the composition of the Company s Audit Committee. Date First and last name Position / function Signature Andrzej Przybyło Krzysztof Kucharski Zbigniew Mądry Grzegorz Ochędzan PRESIDENT OF THE MANAGEMENT BOARD MEMBER OF THE MANAGEMENT BOARD MEMBER OF THE MANAGEMENT BOARD MEMBER OF THE MANAGEMENT BOARD