The Supervisory Board is appointed by shareholders who hold stakes of 5% and above of our shares, and in turns appoints and supervises the work of the Management Board.
The Supervisory Board acts pursuant to the Polish Commercial Companies Code and also pursuant to the articles of association of the Company and the Supervisory Board regulations dated 14 April 2005 with the changes introduced by the Shareholders Meeting on 16 May 2017. The Supervisory Board meets regularly at least once every quarter.
Pursuant to our articles of association, the Supervisory Board performs constant supervision over activities of the enterprise. Within the scope of its supervisory activities, the Supervisory Board may demand any information and documents regarding the Company’s business from the Management Board.
Members of the Supervisory Board are required to take necessary steps to receive regular and full information from the Management Board regarding material matters concerning the Company’s business and risks involved in the business and the strategies of risk management. The Supervisory Board may (while not infringing the competencies of other bodies of the Company) express their opinion on all the issues related to the Company’s business, including forwarding motions and proposals to the Management Board.
Committees of the Supervisory Board
The Supervisory Board may appoint committees to investigate certain issues which are in the competence of the Supervisory Board or to act as advisory and opinion bodies to the Supervisory Board.
The Supervisory Board has appointed the Audit Committee, whose principal task is to make administrative reviews, to exercise financial control, and to oversee financial reporting as well as internal and external audit procedures at the Company and at the companies in its group.
The Supervisory Board has appointed the Remuneration Committee of the Supervisory Board, which has no decision-making authority and which is responsible for making recommendations to the Supervisory Board with respect to the remuneration of the members of the Management Board and the policies for setting such remuneration.
Independent Members of the Supervisory Board
The Supervisory Board members listed below fulfil the independence criteria as specified in Annex No. II to Commission Recommendation 2005/162/EC of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board according to their statements presented to the Company’s Management Board:
- János Péter Bartha
- Magdalena Frąckowiak
- Artur Kozieja
- Marcin Murawski
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Dominik Januszewski
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Tamás Sándor