- assessing the standalone and consolidated financial statements and the Management Board Activity Report for the financial year
- reviewing the Management Board’s recommendations on profit distribution or coverage of losses
- presenting an annual written statement on results of the reviews mentioned in items 1) and 2) to the General Meeting
- submitting annual applications to the General Meeting to grant a discharge to Management Board Members on the performance of their duties in the financial year.
- reviewing and controlling the activity and financial standing of the Company and submitting, annually, a brief assessment of the Company’s standing to the Shareholder Meeting
- selecting a statutory auditor to audit the financial statements referred to in item 1
- setting the number of Management Board members for a given term of office
- appointing and dismissing Management Board members, subject to provisions of § 12 of the Company’s Statutes
- suspending individual or all Management Board members in their duties for important reasons,
- delegating one or more Supervisory Board members or to temporarily perform the duties of those Company’s Management Board members who are unable discharge their functions
- setting the remuneration of Management Board members and other terms and conditions of agreements signed with them
- approving the Bylaws of the Company’s Management Board
- approving the Company’s annual and long-term business plans, including the Strategy and the annual budget
- issuing opinions on Management Board motions to the General Meeting
- On request of the Management Board, giving consent for:
- purchasing or selling real property, right of perpetual usufruct or a share in real property (no General Meeting resolution is required in this respect)
- extending sureties and loans to business entities, in which the Company holds less than 1/3 of votes from shares at General Meetings of those companies
- creating and joining commercial companies
- selling shares in the Company’s subsidiaries
- creating branches, companies, representative offices and other organisational units or business entities abroad
- subscribing for or acquiring shares in another company
- setting-up and liquidating foundations
- signing an agreement to provide legal, marketing, public relations and public communication services or management consulting services if the total net fee to be paid for such services is greater than PLN 500 thousand annually
- signing amendments to agreements to provide legal, marketing, public relations and social communication services and management consulting services increasing the fee above the amount referred to in item h
- executing an agreement to provide legal, marketing, public relations and public communication services and management consulting services which do not specify the maximum amount of the fee
- signing a donation agreement or other agreement with similar effect, with the value exceeding PLN 20 thousand or 0.1% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements
- signing a debt release agreement or other agreement with similar effect, with the value exceeding PLN 50 thousand or 0.1% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements
- defining the method of exercise of voting rights by KGHM Polska Miedź S.A.’s representative at the General Meetings of the companies in relation to which the Company is a parent undertaking within the meaning of Article 4 Sec. 3 of the Competition and Consumer Protection Act of 16 February 2007 (Journal of Laws of 2017, item 229), in the following matters:
- the company setting up another company,
- amending the statutes or articles of partnership and the company’s line of business,
- merger, transformation, demerger, dissolution or liquidation of the company,
- increase or decrease of the company’s share capital,
- sale or lease of the company’s business or an organised part thereof or establishment of a limited right in rem thereon,
- retirement of shares,
- setting the compensation of members of Management Boards and Supervisory Boards;
- decisions on claims to remedy damages incurred when setting up a company or in its management or oversight,
- in the matters mentioned in Article 17 Section 1 of the Act on Rules for Managing State Property of 16 December 2016 (Journal of Laws of 2016 Item 2259), subject to § 34 section 4 of the Statutes,
- expressing opinions on the Company’s investments in fixed assets, which meet one of the following conditions:
- investment with a value exceeding 10% of the Company’s capital expenditure budget for fixed assets for the financial year
- investment with a value exceeding 5% of the Company’s capital expenditure budget for fixed assets for the financial year, if the investment does not satisfy the planned effectiveness criterion versus the accepted rate of return on equity in the Company
- issuing opinions on the Management Board reports on representation expenditures and expenses incurred on the purchase of legal services, marketing services, public relations and social communication services and management consulting services,
- issuing opinions on the rules for sponsorship activity conducted by the Company and evaluating efficiency of such sponsorship activity,
- issuing opinions on the amendments to the rules governing the disposal of non-current assets set forth in §331 of the Statutes,
- approving the compensation policy for the Group,
- preparation of annual reports on compensation for Management Board and Supervisory Board members.
-
102-18
-
102-22
According to the Statutes of the Company, the Supervisory Board is composed of 7 to 10 members appointed by the General Meeting, 3 of whom are elected by the Company’s employees. Supervisory Board Members are appointed for a mutual term in the office, which lasts three years. The Supervisory Board selects from among its members a Chairperson of the Supervisory Board, his/her Deputy and, if needed, a Secretary. The Supervisory Board should meet at least once a quarter. For resolutions of the Supervisory Board to be valid all of the members of the Supervisory Board must be invited to attend and resolutions must be adopted by an absolute majority of votes in the presence of at least one-half of the members.
The Supervisory Board operates on the basis of generally prevailing law, the Statutes of the Company and the Bylaws of the Supervisory Board. The Bylaws of the Supervisory Board and the Statutes of the Company are available on the Company’s website.
In 2020 the composition of the Supervisory Board was as follows:
| 1 January- 19 June |
19 June- 3 August |
3 August- 26 November |
26 November- 31 December |
|
|---|---|---|---|---|
| Agnieszka Winnik-Kalemba |  |
|
|
|
| Bartosz Piechota | |
|
|
|
| Marek Pietrzak | |
|
|
|
| Bogusław Szarek 1) | |
|
|
|
| Leszek Banaszak | |
|||
| Jarosław Janas | |
|
|
|
| Ireneusz Pasis 1) | |
|
||
| Józef Czyczerski 1) | |
|
|
|
| Andrzej Kisielewicz |
(Chairman) |
(Chairman) |
(Chairman) |
(Chairman) |
| Katarzyna Lewandowska | |
|
|
|
| Przemysław Darowski 1) | |
1) Elected by employees
The following members of the KGHM Polska Miedź S.A. Supervisory Board submitted declarations on meeting the independence criteria specified in detailed principle no. II.Z.4. of “Best Practice of GPW Listed Companies 2016”: Andrzej Kisielewicz, Jarosław Janas, Bartosz Piechota, Marek Pietrzak and Agnieszka Winnik-Kalemba. Annex II to European Commission Recommendation No. 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 applies to the independence criteria of Supervisory Board Members.
Biograms of the Supervisory Board Members
Andrzej Kisielewicz
Supervisory Board Chairman
(Member of the Supervisory Board of KGHM Polska Miedź S.A. since 2018)
A graduate of the Faculty of Mathematics and Computer Science of the University of Wrocław. Obtained a doctorate degree in mathematics at the Polish Academy of Sciences in Warsaw. He obtained his title of doctor habilitatus from the University of Wrocław, and he obtained the title of professor in mathematics in 2001. He currently holds the position of a professor at the Wrocław University of Science and Technology.
He gained professional experience in international science facilities: the University of Manitoba (Winnipeg, Canada, 1989–1990), Technische Hochschule Darmstadt (Germany, 1990–1992) and Vanderbilt University (Nashville, USA, 2001–2002). In addition, he has had many short-term international internships, among others in France, Italy, Austria and Israel. He obtained two of the most prestigious science scholarships in the world: the Alexander von Humboldt scholarship and the Fulbright scholarship.
He also has many years of experience in working in supervisory boards. He used to be a member and chairman of the supervisory boards of “Spedtrans” sp. z o.o. and “Teta” S.A. and is a member of the supervisory board of PKO BP S.A.
He is an author of over seventy scientific publications in mathematics, logic and computer sciences in international publications, as well as an author of three books in Polish (“Logika i argumentacja” (“Logic and argumentation”), “Sztuczna inteligencja i logika” (”Artificial intelligence and logic”), “Wprowadzenie do informatyki” (”Introduction to computer science”).
Katarzyna Lewandowska
Supervisory Board Deputy Chairwoman
(Member of the Supervisory Board of KGHM Polska Miedź S.A. since 2020)
For more than 20 years, her career was focused on expanding her knowledge and experience in exercising ownership supervision over State Treasury companies. Katarzyna Lewandowska is a graduate of the Warsaw School of Economics, Internal Trade Faculty. She currently serves as the Head of the Corporate Governance Department at the Ministry of State Property, responsible for corporate governance activities over companies with significant importance for the state economy. She managed corporate governance departments at the Ministry of Entrepreneurship and Technology and the Ministry of the State Treasury.
At the Prime Minister’s Office (KPRM) in addition to corporate governance responsibilities she also organised the work of the State Treasury Department, introducing systemic corporate governance solutions in accordance with the new legal order introduced by the Act on the Rules for Managing State Property. During her work for KPRM, as the Head of the State Treasury Department, she coordinated the exercise of rights from shares held by the State Treasury.
She has many years of experience as a member of supervisory bodies of commercial law companies, including defence industry entities, PZU SA, Bank Ochrony Środowiska S.A. She is currently a member of the Supervisory Board of Grupa LOTOS SA.
Jarosław Janas
Supervisory Board Secretary
(Member of the Supervisory Board of KGHM Polska Miedź S.A. since 2018)
An attorney with a doctorate in law from Wrocław. From 2009 to 2010 he researched British public healthcare at the University of Exeter School of Law (UK), resulting in a doctorate, “Prywatyzacja brytyjskiego sektora publicznego na przykładzie National Health Service” (“Privatisation of the British public sector, illustrated by the National Health Service”). An entrepreneur continuously since 1999, an academic teacher, member of the management board of Fundacja Sancta Familia (Sancta Familia Foundation) in Wrocław since 2005, Chairman of the Estate Council of Biskupin-Sępolno-Bartoszowice-Dąbie in the years 2009–2013, a volunteer in Ilford Park Polish Home (UK) 2009–2010, member of the Wrocławska Rada ds. Budżetu Obywatelskiego (Wrocław Citizen’s Budget Council) in the years 2015–2017, member of the Supervisory Board of Polska Agencja Inwestycji i Handlu S.A. (State Treasury) since 2016, and an expert in healthcare reform (2018); since 2020 member of the Supervisory Board of the National Health Care Fund.
In the years 2011–2019 he was an author of research papers on British law, privatisation of the public sector, judicial control of public administration and healthcare law. He has more than twenty years of experience in management.
Józef Czyczerski
(Member of the Supervisory Board of KGHM Polska Miedź S.A. since 2012)
Secondary technical education. He has been employed in KGHM Polska Miedź S.A. since 1979 at the Rudna Mine Division, working as an electrician underground. Chairman of the National Board of the Copper Ore Mining Section of the NSZZ „Solidarność” trade union. Employee-elected member of the Supervisory Board of KGHM Polska Miedź S.A. from 1999 to 2011, and then since 2014.
Przemysław Darowski
(Member of the Supervisory Board of KGHM Polska Miedź S.A. since 2020)
He has technical university education. He started his professional career in 1997 as a fitter and then a rolling stock specialist in Pol-Miedź Trans Sp. z o.o. Since 2003, he has been the Manager of the Repairs Planning and Settlement and Repairs Inspection Unit, and then Manager of the Railway Operation Unit in Głogów. Since 2006 a Senior Specialist/Acceptance Inspector at the Wagon Maintenance Unit. He cooperated with the Legnica Municipality, in the name of which the Henryk Pobożny Complex of Technical and Comprehensive Schools in Legnica operates, in operating a training and testing centre for locomotive drivers and locomotive driver candidates.
Former member of the railroad committees operating at Pol-Miedź Trans, investigating railroad accidents and incidents. Additionally, from 2017 to 2019 he served as a Social Labour Inspector. Currently he is the Chairman of the NSSZ „Solidarność” Intercompany Commission in Pol-Miedź Trans. Member of the National Section of the NSSZ „Solidarność” trade union – Copper Ore Mining. Member of the Copper Basin Regional Management Board of the NSZZ „Solidarność” trade union.
Bartosz Piechota
(Member of the Supervisory Board of KGHM Polska Miedź S.A. since 2018)
Bartosz Piechota is a lawyer, a graduate of the Faculty of Law and Administration of the University of Warsaw and also of Cardiff University Law School (Diploma in Legal Studies) as well as IESE Business School Barcelona (Advanced Management Program AMP). Also completed the School of American Law conducted by the University of Florida Levin College of Law and the University of Warsaw. He has many years of experience in providing legal services to the largest Polish and foreign companies. International rankings, including Legal500 2019 and 2020 refer to him as a leading lawyer in the field of dispute resolution and restructuring/bankruptcies. He has acted as a consultant, among others, in the implementation of a number of key infrastructural investment projects and many restructuring procedures. He was a founding partner of a leading law firm in Poland involved in resolving disputes and restructuring. Previously he worked for international and Polish law firms, among others Allen & Overy and Wardyński i Wspólnicy.
In the period from 2014 to 2016 he served as Liaison Officer for the International Bar Association in the restructuring and bankruptcy section responsible for Central and Eastern Europe. He was a member of the International Bar Association and is also the author of publications, as well as a lecturer at international and Polish conferences.
Since August 2019, he has been the Vice President of the Management Board of Polska Grupa Lotnicza.
In the years 2016–2019 he was a member of the Supervisory Board of PLL LOT S.A., and from October 2018 to July 2019 was delegated to serve in the function of member of the Management Board of PLL LOT S.A. For many years he has cooperated in the role of expert with Fundacja Republikańska (Republican Foundation).
Marek Pietrzak
(Member of the Supervisory Board of KGHM Polska Miedź S.A. since 2016)
Legal Adviser. A graduate of the Faculty of Law and Administration of the Lazarski University in Warsaw and the Economics Faculty of the Private Higher School of Business and Administration in Warsaw. In 2013, he completed his legal adviser apprenticeship in the District Chamber of Legal Advisers in Warsaw and was licensed to work in the profession. He completed management and business studies (MBA) at the Warsaw Management University, accredited by the Apsley Business School of London and was granted the title of Executive Master of Business Administration. He has also completed post-graduate studies in accounting and corporate finance at the SGH Warsaw School of Economics.
He has professional experience in public administration and practical experience in supervision and management of commercial law companies, including those where the State Treasury is one of the shareholders.
In his professional practice he concentrates on providing legal services to businesses. His chief specialisations are civil and economic law, in particular company law, as well as labour law.
Currently, Marek Pietrzak serves as President of the Management Board of Orlen Asfalt Sp. z o.o. and a Supervisory Board Member at Alior Bank S.A.
Bogusław Szarek
(Member of the Supervisory Board of KGHM Polska Miedź S.A. since 2012)
Secondary technical education.
Since 1982 employed at the Sieroszowice Mine of KGHM Polska Miedź S.A. in the position: mining machinery and tools mechanic.
From 1992 he served as the Chairman of the Plant Committee of the NSZZ „Solidarność” trade union in the Sieroszowice Mine, and following the merger of the Polkowice and Sieroszowice mines, Chairman of the Plant Committee of the NSZZ „Solidarność” trade union in the Polkowice-Sieroszowice mine since 1996. Since 2012 an employee-elected Member of the Supervisory Board of KGHM Polska Miedź S.A.
Deputy Chairman of the National Board of the Copper Ore Mining Section of the NSZZ „Solidarność” trade union. Treasurer of the Board of the Secretariat for Mining and Energy of the NSZZ „Solidarność” trade union. Member of the National Committee of the NSZZ „Solidarność” trade union.
Agnieszka Winnik-Kalemba
(Member of the Supervisory Board of KGHM Polska Miedź S.A. since 2016)
Attorney, graduate of the Law Department at the University of Wrocław. Also a graduate of the faculty of Public Administration at Georgetown University in Washington D.C.; and of the faculty of Public Administration and Business Law at the University of Kentucky.
She passed her bar exam in 2003 under the District Bar Council in Wrocław and was licensed to work in the profession.
Since 2003 owner of a Law Office. In the years 2006–2010 she served as an advisor and permanent associate of the late Member of Parliament Aleksandra Natalli-Świat. In the years 1999–2003 gained experience as an apprentice attorney-at-law at Kazimierz Cyrklewicz’s Law Office in Wrocław. Previously she was Manager of the Legal Services Office of the Lower Silesia Marshal’s Office in Wrocław and was Legal Assistant to the Chairman of the Chamber of Regions of the European Council in Strasbourg, Parliament of the Voivodeship of Wrocław. Also gained experience as Legal Assistant in the Law Offices of Bowles, Keating, Matuszewich & Fiordalisi Chicago – Milan – Rome, a Partnership of Professional Corporation, Chicago USA.
Was Deputy Chairwoman and member of the Supervisory Board of PKO BP S.A.
Supervisory Board committees
Within the structure of the Supervisory Board are three committees, which serve in an auxiliary role to the Supervisory Board in the preparation of assessments, opinions and other actions aimed at reaching decisions which must be made by the Supervisory Board.
Audit Committee
The composition of the Audit Committee in 2020
| 1 January- 19 June |
19 June- 16 July |
16 July- 3 August |
3 August- 10 December |
10 December- 31 December |
|
|---|---|---|---|---|---|
| Agnieszka Winnik-Kalemba |
(Chairman) |
(Chairman) |
(Chairman) |
(Chairman) |
(Chairman) |
| Bartosz Piechota | |
|
|
|
|
| Marek Pietrzak | |
|
|
|
|
| Bogusław Szarek | |
|
|
|
|
| Leszek Banaszak | |
||||
| Jarosław Janas | |
|
|
|
|
| Ireneusz Pasis | |
|
|
||
| Katarzyna Lewandowska | |
|
|
||
| Przemysław Darowski | |
The Audit Committee is responsible for supervision in the areas of financial reporting, the internal control system, risk management and internal and external audits.
- monitoring of:
- the financial reporting process
- the effectiveness of internal control systems, risk management systems, compliance and internal audit, including in the area of financial reporting,
- performance of financial review activities, including conducting the audit by an audit firm, taking into consideration any and all conclusions and findings of the Polish Agency for Audit Oversight ensuing from inspections conducted in the audit firm,
- conducting reviews of transactions carried out by the Company, which the Audit Committee considers as significant for the Company
- providing an opinion on the Company’s internal audit plan and the internal audit bylaws, as well as changes in the position of Internal Audit Director who reports directly to the President or another Member of the Management Board;
- analysis of the conclusions and recommendations of the Company’s internal audit, including monitoring of the degree of implementation of recommendations made by the Company’s Management Board;
- controlling and monitoring of the independence of the statutory auditor and audit firm, in particular if the audit firm provides the Company with non-audit services;
- informing the Supervisory Board of audit results and explaining to what degree such audits have resulted in the transparency of financial reporting in the Company, and also the role of the Audit Committee in this process;
- assessing the independence of the statutory auditor and expressing consent for the certified auditor to provide permitted non-auditing services in the Company;
- preparation of a policy governing the selection of an audit firm to perform the audit,
- preparation of a policy governing the provision of permitted non-audit services by the audit firm performing the audit, by its related parties and by a member of the audit firm’s chain,
- defining the procedure for the Company to select an audit firm,
- presenting the Supervisory Board with the recommendations referred to in art. 16 sec. 2 of Decree no. 537/2014 (i.e. recommendations regarding the appointment of a statutory auditor or auditing firms), in accordance with the policies referred to above in items 8 and 9,
- submitting recommendations aimed at ensuring the transparency of the Company’s financial reporting process; and
- other tasks as directed by the Supervisory Board.
With respect to the Members of the Audit Committee serving in the function from 1 January 2020 to 31 December 2020, Agnieszka Winnik-Kalemba, Marek Pietrzak, Bartosz Piechota and Jarosław Janas met the criteria for independence as defined by art. 129 sec. 3 of the Act dated 11 May 2017 on statutory auditors, auditing firms and public oversight (Journal of Laws from 2017 item 1089, as amended).
The qualifications of Committee’s members in the areas of accounting or the auditing of financial statements, as well as knowledge and skills in the sector in which KGHM Polska Miedź S.A. operates, resulted from the education, experience and professional practice of the Committee’s members. Following is detailed information on their qualifications in the areas of accounting or the auditing of financial statements as well as their knowledge and skills in the sector in which KGHM Polska Miedź S.A. operates.
Marek Pietrzak was selected as a member having qualifications in the field of accounting or the auditing of financial statements, resulting from his education (among others the title of legal adviser and Executive Master of Business Administration and completion of post-graduate studies in accounting and corporate finance at the SGH Warsaw School of Economics), experience and professional practice (among others supervision and management of commercial law companies).
Bogusław Szarek was selected as a member having knowledge and skills in the sector in which KGHM Polska Miedź S.A. operates resulting from many years of employment in KGHM Polska Miedź S.A. (since 1982) as well as sitting on the Supervisory Board of KGHM Polska Miedź S.A. since 2012 as an employee-elected Member of the KGHM Polska Miedź S.A.’s Supervisory Board.
8 meetings of the Audit Committee were held in 2020.
Remuneration Committee
Composition of the Remuneration Committee in 2020:
| 1 January- 19 June |
19 June- 16 July |
16 July- 3 August |
3 August- 10 December |
10 December- 31 December |
|
|---|---|---|---|---|---|
| Józef Czyczerski | |
|
|
|
|
| Marek Pietrzak | |
|
|
|
|
| Bogusław Szarek | |
|
|
|
|
| Andrzej Kisielewicz |
(Chairman) |
(Chairman) |
(Chairman) |
(Chairman) |
(Chairman) |
| Leszek Banaszak | |
||||
| Jarosław Janas | |
|
|
|
|
| Ireneusz Pasis | |
|
|
||
| Katarzyna Lewandowska | |
|
|
||
| Przemysław Darowski | |
The Remuneration Committee is responsible for supervising the performance of the duties set forth in the contracts signed with the Management Board, the remuneration system and benefits paid out in KGHM Polska Miedź S.A. and the Group, training and other benefits provided by the Company, as well as audits performed by the Supervisory Board in this regard.
- recruiting and hiring Management Board members by drafting and preparing draft versions of documents and processes to be submitted to the Supervisory Board for approval;
- preparing draft versions of contracts and other model documents in connection with establishing legal relationships with a Management Board member/members and overseeing the performance of the contractual obligations taken by the parties;
- overseeing the implementation of the Management Board’s compensation system, in particular preparing settlement documents concerning variable and bonus elements of compensation for the purpose of submitting recommendations to the Supervisory Board;
- monitoring and periodically analysing the compensation system for the management of the Company and if necessary articulating recommendations for the Supervisory Board;
- overseeing the proper implementation of perquisites for the Management Board stemming from their employment contracts such as: insurance, cars, apartments and others;
- other tasks as directed by the Supervisory Board.
Strategy Committee
Composition of the Strategy Committee in 2020:
| 1 January- 19 June |
19 June- 16 July |
16 July- 3 August |
3 August- 10 December |
10 December- 31 December |
|
|---|---|---|---|---|---|
| Józef Czyczerski | |
|
|
|
|
| Marek Pietrzak | |
|
|
|
|
| Bogusław Szarek | |
|
|
|
|
| Bartosz Piechota |
(Chairman) |
(Chairman) |
(Chairman) |
(Chairman) |
(Chairman) |
| Leszek Banaszak | |
||||
| Ireneusz Pasis | |
|
|
||
| Agnieszka Winnik-Kalemba | |
|
|
|
|
| Katarzyna Lewandowska | |
|
|
||
| Przemysław Darowski | |
The Strategy Committee supervises the implementation of the Company’s strategy, its annual and multi-year operating plans, supervising the coherence of these documents, and also provides its opinion to the Supervisory Board on the strategic projects presented by the Management Board of the Company and any changes thereto, as well as on the Company’s annual and multi-year operating plans.
- on behalf of the Company’s Supervisory Board performing tasks in the area of oversight over issues related to the Company’s strategy and the annual and long-term operating plans of the Company;
- monitoring execution of the Company’s strategy by the Management Board and issuing opinions on the degree to which the existing strategy is able to deal with changes in the actual situation;
- monitoring execution of the annual and long-term operating plans of the Company by the Management Board, and assessment of whether these plans need to be modified;
- assessment of the consistency of the annual and long-term operating plans of the Company with the Company’s strategy as executed by the Management Board, and the presentation of any proposed changes in all such Company documents;
- submission to the Company’s Supervisory Board of its opinions regarding the draft strategies of the Company and any changes thereto and of the annual and multi-year operating plans of the Company, as presented by the Company’s Management Board;
- other tasks as directed by the Supervisory Board.
The detailed rights, scope of activities and manner of work of these Committees are described by bylaws approved by the Supervisory Board. After the end of the year the Audit, Remuneration and Strategy Committees submit reports on their activities to the Supervisory Board.
