Integrated Report of KGHM Polska Miedź S.A.
and the KGHM Polska Miedź S.A. Group
for 2020

Management board

GRI[ ]

The duties of the Management Board include all matters pertaining to the functioning of the Company which have not been reserved by the Commercial Company Code and the Statutes of the Company to the duties of the General Meeting and the Supervisory Board.

  • 102-20
  • 102-26

A detailed description of the Management Board’s scope of duties and obligations and the manner in which it functions may be found in the Bylaws of the Management Board.

According to the Statutes of KGHM Polska Miedź S.A., the Company’s Management Board may be composed of 1 to 7 persons, appointed for a mutual term of office. The Management Board’s term of office is three years. The number of members of the Management Board is set by the Supervisory Board, which appoints and dismisses the President and the Vice Presidents of the Management Board. The Supervisory Board appoints the members of the Management Board following the conduct of qualification proceedings, the goal of which is to review and evaluate the qualifications of candidates and to select the best candidate for Member of the Management Board, subject to provisions of § 12 sec. 5 and sec. 7 to 12 of the Statutes concerning the appointment or dismissal of an employee-elected member of the Management Board. Management Board members, including the Management Board member elected by employees, may be dismissed by the Supervisory Board prior to the expiration of their term, which in no way shall interfere with their rights arising from their employment contract or other legal relationship relating to their functioning as a member of the Management Board. The result of elections of an employee-elected member of the Management Board, or the result of voting for their dismissing, shall be binding upon the Supervisory Board, as long as in the said voting for either their appointment or dismissing at least 50% of the Company’s employees have participated. The election and dismissal of an employee-elected member of the Management Board requires an absolute majority of the votes cast.

The Management Board operates based on generally prevailing law, the Statutes of the Company and the Bylaws of the Management Board of KGHM Polska Miedź S.A. For resolutions of the Management Board to be valid at least two-thirds of the members of the Management Board must be present. Resolutions of the Management Board are approved by a simple majority of the votes cast. In the case of a tie vote being cast either for or against a given resolution, the President  casts the deciding vote.

A detailed list of the matters requiring a resolution of the Management Board is included in the Bylaws of the Management Board of KGHM Polska Miedź S.A. approved by the Supervisory Board.

The authority of the Management Board to pass decisions on the issuance or redemption of shares is statutorily limited. The shares of the Company may be retired upon shareholder consent through acquisition by the Company. A resolution of the General Meeting on the retirement of shares may be preceded by an agreement entered into with a shareholder. Pursuant to §29 sec. 1 item 6 of the Company’s Statutes, any increase in share capital or issuance of shares requires the approval of the General Meeting. The same holds true for the issuance of convertible bonds or senior bonds (§29 sec. 1 item 10 of the Company’s Statutes). The Management Board of the Company does not have the authority to increase the share capital or issue the shares of the Company under conditions specified in art. 444–446 of the Commercial Company Code.

No changes were made in the Management Board in 2020 and its composition was as follows:

  • Marcin Chludziński President  of KGHM Polska Miedź S.A., appointed as of 6 July 2018
  • Adam Bugajczuk Vice President of the Management Board (Development), appointed as of 24 August 2018
  • Paweł Gruza Vice President of the Management Board (International Assets), appointed as of 10 September 2018
  • Katarzyna Kreczmańska-Gigol Vice President of the Management Board (Finance), appointed as of 6 July 2018
  • Radosław Stach Vice President of the Management Board (Production), appointed as of 6 July 2018

Biograms and responsibilities of management board members

Marcin Chludziński – President

(Appointed as of 6 July 2018)

Graduate of the Institute of Social Policy and the European Institute of Regional and Local Development at the University of Warsaw. He finished his MBA at the Institute of Economics, Polish Academy of Sciences. He has experience in the management of commercial law companies, restructuring projects and corporate supervision. Since 2005 he has been on the management boards and supervisory boards of commercial law companies.

President  of KGHM Polska Miedź S.A. and chairman of the Employers’ Organisation of Polish Copper.

In the years 2016-2018 President of the Management Board of Agencja Rozwoju Przemysłu S.A., where he successfully restructured the following companies:

Przewozy Regionalne, H. Cegielski – Fabryka Pojazdów Szynowych and Świętokrzyskie Kopalnie Surowców Mineralnych. Since January 2016 a member of the Supervisory Board of PZU S.A. Co-founder and President of the Management Board of Invent Grupa Doradztwa i Treningu Sp. z o.o. in the years 2006–2015. President of the Fundacja Republikańska (Republican Foundation) economic think tank from 2011 to 2015.

Member of Narodowa Rada Rozwoju (the National Development Council), an advisory body to the President of the Republic of Poland.

The President  is responsible for:

  • activities related to overall risk management at the corporate level as well as auditing and internal controlling within the Group,
  • the preparation, implementation and execution of the Company’s Strategy and Sustainable Development Policy,
  • activities related to comprehensive management of security and preventing losses in the Group,
  • corporate supervision standards and compliance with the corporate governance standards adopted by the Company,
  • overall corporate oversight over the Group’s subsidiaries in Poland and abroad,
  • compliance with formal reporting and publishing obligations within the scope required by law,
  • activities related to creating, updating and maintaining the uniformity of the organisation’s internal regulations to maintain consistent operating principles,
  • providing organisational and legal services to the Company’s bodies,
  • providing legal services to the Company,
  • activities related to communications and image-building within the Group,
  • the shaping of relations with the Company’s external business environment,
  • on the Founder’s behalf – supervision of the functioning of the KGHM Polska Miedź Foundation as well as other organisations serving the public, which support achievement of the Group’s business goals,
  • the activities of the Data Centre Division (COPI) with respect to:
    • supplying and developing information and communication services required for the proper functioning of the Head Office,
    • the management’s rational utilisation of ordered and contracted goods and services, and
  • activities related to human capital management.

Adam Bugajczuk – Vice President Of The Management Board (Development)

(appointed as of 24 august 2018)

Graduate of the Wrocław University of Economics, Faculty of Economics, Management and Tourism. He completed the Executive MBA-Business Trends at the School of Computer Science, Management and Administration in Wrocław.

Involved with PKO Bank Polski S.A. from January 2011, where he served as a manager and director. Among others, he was responsible for supervision over the execution of investment projects and optimisation of business processes, as well the preparation of development plans and improvements in supervised areas.

Co-responsible for execution of cost optimisation under the bank’s business strategy.

Supported the process of business expansion of PKO Bank Polski S.A. Responsible for the implementation of procurement policy in the Group’s companies.

He was employed from 2002 to 2010 in Bank Zachodni WBK S.A., where he cooperated in the implementation of investment projects. He was also responsible for the optimisation and supervision over the realisation of network contracts.

He has extensive experience in the areas of standardisation and normalisation of business processes.

The Vice President of the Management Board (Development) is responsible for:

  • implementation of the Company’s research and development policy,
  • advancement of the Company’s innovation and intellectual property protection policy,
  • coordination of the Company’s investments and development projects,
  • the development, updating and monitoring of execution of the Group’s equity investments plan,
  • shaping of the Company’s products portfolio,
  • initiation, development and implementation of management standards in the process of managing projects and programs,
  • acquisition and development of the mining resources base in Poland,
  • management of real estate,
  • overseeing the Company’s administrative services,
  • the work of the Central Procurement Unit.

Paweł Gruza – Vice President Of The Management Board (International Assets)

(appointed as of 10 September 2018) 

Graduate of the University of Warsaw, Faculty of Law and Administration.

An Undersecretary of State in the Ministry of Finance from November 2016 to September 2018. Co-author of the tax reform. As a representative of the minister responsible for financial institutions he was also a member of the Polish Financial Supervision Authority.

Undersecretary of State at the State Treasury Ministry from April to November 2016. He managed a portfolio of companies with State Treasury ownership and state legal entities. He worked on reforming supervision over State Treasury companies.

An expert and a management board member of Fundacja Republikańska (Republican Foundation) from 2007 to 2016. He was a shareholder and a management board member of MMR Consulting sp. z o.o., as well as a partner in the tax consultancy office GWW Tax from 2007 to 2016. He worked for the Artur Andersen and Ernst & Young consultancy firms from 2000 to 2006. He managed interdisciplinary consultant projects for Polish and international companies from the industrial and financial sector. Author and co-author of numerous publications on taxes and social security.

The Vice President of the Management Board (International Assets) is responsible for:

  • the preparation and implementation of strategy for international assets,
  • activities related to acquiring and developing the international resource base,
  • analysis, assessment and preparation of new international exploration projects,
  • preparation of studies and expert opinions concerning international resource base projects,
  • coordination of tasks with respect to the plan of the Company’s equity investments in international subsidiaries,
  • substantive oversight over the Group’s international production subsidiaries, including the creation and execution of their production plans,
  • the shaping of the Company’s commercial and logistics policies.

Katarzyna Kreczmańska-Gigol – Vice President Of The Management Board (Finance)

(appointed as of 6 July 2018)

She has experience in the areas of finance, planning, budgeting, accounts receivable management and financial reporting. From 2016 to 2018 she worked for Poczta Polska S.A. as director managing the Finance Division and director of the Treasury Office. Long-time employee in the banking sector in the area of corporate banking. She is a supporting member of the Polish Corporate Treasurers Association. For many years, she combined business practice with academic activity. She is a professor at the Finance Institute of the Warsaw School of Economics.

An expert in financial liquidity, financing sources, factoring and debt collection.

She authored and co-authored more than one hundred academic and business publications on corporate finance and banking. They included, among others: “Analiza płynności finansowej przedsiębiorstwa” (Analysis of financial liquidity of a company”), “Podstawy finansowania spółki akcyjnej” (“Basics of financing a joint-stock company”), “Skarbnik korporacyjny” (“Corporate Treasurer”), “Płynność finansowa. Istota, pomiar, zarządzanie” (“Financial liquidity of a company. Essence, measurement, management”), “Windykacja polubowna i przymusowa. Proces, rynek, wycena wierzytelności” (“Amicable and compulsory collection of debt. The process, market and debt valuation”), “Finanse spółki akcyjnej” (“Finances of a joint-stock company”), “Windykacja należności – ujęcie interdyscyplinarne” (“Collection of debt – the interdisciplinary approach”), “Aktywne zarządzanie płynnością finansową przedsiębiorstwa” (“Active management of financial liquidity”), “Faktoring w prawie cywilnym, podatkowym i bilansowym” (“Factoring in civil, tax and accounting law”), as well as “Bank a leasing” (“Bank and leasing”), “Opłacalność działalności kredytowej banku” (“Profitability of bank lending activities”), “Podstawy tworzenia planu finansowego banku” (“Basics of creating a bank finance plan”).

The Vice President of the Management Board (Finance) is responsible for:

  • the shaping of the Group’s financial policy;
  • review of the Main Strategy’s projects in terms of their financial feasibility;
  • finances in all of the Group’s operations and activities;
  • the creation of Group’s tax policy; and
  • the Company’s accounting services.

Radosław Stach – Vice President Of The Management Board (Production)

(appointed as of 6 July 2018)

Graduate of the AGH University of Science and Technology in Kraków, Department of Mining and Geology – underground mining. He finished his MBA at the Wielkopolska Business School of the Poznań University of Economics and Business as well as the KGHM Executive Academy, managed jointly with IMD Business School in Switzerland. He completed the prestigious management program, “Personal Leadership Academy” at the ICAN Institute in Warsaw.

Involved with the KGHM Polska Miedź S.A. Group since the beginning of his professional career. He was gradually promoted at the Polkowice-Sieroszowice Mine: from intern, to senior miner, shift foreman, section foreman, manager of mining operations unit, chief mining engineer/ deputy manager of mining plant operation

He served as the Vice President (operations development) at KGHM INTERNATIONAL LTD. in Canada, and was responsible for the portfolio of international assets in North and South America from 2015 to 2016. Subsequently, he was executive director of the Polkowice-Sieroszowice Mine. He has also served as a vice president of the management board of MBA CLUB of the Wielkopolska Business School of the Poznań University of Economics and Business since 2017.

He has been an active member of the KGHM’s rescue team since 2000. He won the third place in team competition in the International Mines Rescue Competition, which took place in the USA (2008). As a captain, he led his team to victory in the competition called “Virtual Rooms” in the International Mines Rescue Competition in Australia (2010).

Co-author of the following publications: “Wdrożenie zarządzania procesowego w KGHM Polska Miedź S.A.” (“Implementation of process management in KGHM Polska Miedź S.A.”) and “Koncepcje biznesowe branży wydobywczej. Studium KGHM Polska Miedź S.A.” (“Business concepts of the mining industry. Study of KGHM Polska Miedź S.A.”).He also published articles on production and finance issues, focusing on an increase in the efficiency of processes in a mining company, management of occupational health and safety costs in a mining company and managing the risk of increasing costs of a mining company

The Vice President of the Management Board (Production) is responsible for:

  • the integrated planning and optimisation of the Company’s current production;
  • occupational health and safety and control of environmental risks;
  • activities with respect to maintaining readiness of the production and non-production assets and achievement of the main goals of the Energy Strategy;
  • activities with respect to manufacturing products and development of the primary mine and metallurgical production;
  • overseeing activities connected with the implementation, maintenance and improvement of management systems in the Company;
  • and integrated supply chain management.

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