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.