Supervisory Board powers

The Supervisory Board constantly oversees the company’s activities in all areas of its operations.

According to the company’s Article of Association, the Supervisory Board’s tasks and powers include in particular the matters listed in the table below.

Supervisory Board powers

Matters that require a Supervisory Board resolution
as of December 31, 2014 and as of the day of publishing the 2014 Annual Report
Opinion-giving powers
1. evaluate the Management Board’s report on the company’s operations (Directors’ Report) and financial statements for the most recent financial year with respect to their compliance with the books, documents and the facts. This also pertains to the Group’s consolidated financial statements if drafted,
2. evaluate the Management Board’s recommendations on profit distribution or loss coverage,
3. submit a written report to the Shareholder Meeting on the outcome of activities covered in clauses 1 and 2,
4. prepare in conjunction with the audit of the company’s annual financial statements the Supervisory Board’s opinion on the financial viability of the company’s capital investments in other commercial law entities made in a given financial year,
5. provide opinions on the Group’s Corporate Strategy,
6. provide opinions and approve rules of conducting sponsoring activities,
7. provide opinions on the annual plan of conducting sponsoring activities as well as on the annual report on its implementation.
Decision-making powers
1. select a statutory auditor to audit the company’s financial statements and the Group’s consolidated financial statements,
2. define the scope of, and deadlines for, the Management Board to submit the company and group-level annual material and financial plan,
3. adopt the consolidated text of the Articles of Association drafted by the Management Board,
4. approve the Management Board’s bylaws,
5. approve the organizational regulations for the company’s business,
6. purchase real estate, perpetual usufruct or shares in real estate or in perpetual usufruct with a value exceeding the PLN equivalent of EUR 5,000,000, except for real estate, perpetual usufruct or shares in real estate or in perpetual usufruct purchased from Group subsidiaries,
7. purchase fixed assets, excluding real estate, perpetual usufruct or share in real estate or perpetual usufruct, bonds issued by Group subsidiaries and other fixed assets purchased from Group subsidiaries exceeding the PLN equivalent of EUR 5,000,000,
8. dispose of fixed assets, including real estate, perpetual usufruct or share in real estate or perpetual usufruct whose value is equal to or greater than the PLN equivalent of EUR 5,000,000, except for real estate, perpetual usufruct or shares in real estate or in perpetual usufruct and other fixed assets that after disposal are to be sold or encumbered in favor of Group subsidiaries,
9. assume contingent liabilities, including when the company grants guaranties and sureties for more than the PLN equivalent of EUR 5,000,000,
10. issue bills of exchange for more than the PLN equivalent of EUR 5,000,000,
11. pay interim dividends,
12. acquire or purchase shares in other companies besides Group subsidiaries for more than the PLN equivalent of EUR 5,000,000, except for debt to equity conversion as a part of composition or bankruptcy proceedings,
13. sell shares for more than the PLN equivalent of EUR 5,000,000 and define the conditions and procedure to be applied in their sale, except for:
a) selling shares traded on a regulated market
b) selling shares held by the company constituting less than 10% of the share capital of particular companies,
c) selling shares to Group subsidiaries,
14. grant permission to establish branches abroad,
15. define how to vote at shareholder meetings in companies in which the company’s stake exceeds 50% in the following matters:
a) selling and leasing the company’s business or an organized part thereof and establishing a limited proprietary right thereon for more than the PLN equivalent of EUR 5,000,000,
b) dissolving and liquidating the company.
Supervisory Board powers concerning the Management Board
1. appoint and dismiss Management Board members,
2. establish the rules of remunerating and the amounts of remuneration for Management Board members, subject to § 43 clause 2 item 1 of the Articles of Association,
3. suspend Management Board members from office for important reasons,
4. delegate Supervisory Board members to perform temporarily the duties of Management Board members who cannot perform their duties and set their remuneration subject to the provision that the total remuneration paid to a delegated Supervisory Board member for being delegated to perform temporarily the duties of a Management Board member cannot exceed the remuneration paid to the Management Board member replaced by the Supervisory Board member,
5. run an executive search recruitment process for a Management Board member,
6. run an executive search process to hire a person to perform management functions and sign an agreement on performing management functions in the company,
7. grant permission for Management Board members to sit on the governing bodies of other companies.
Other Supervisory Board powers
1. prepare reports on overseeing the Management Board’s implementation of investment projects, including fixed asset purchases, and in particular provide opinions on the expediency and return profile of such expenditures,
2. enact regulations describing in detail Supervisory Board procedures.

 

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Letter from the President of the Management Board [43KB PDF]Open
Auditor's Opinion [477KB PDF]Open
Consolidated annual report for the year 2014 [3MB PDF]Open
Standalone annual report for the year 2014 [1MB PDF]Open
Quarterly Reports 2014 [4MB ZIP]Open
Consolidated annual report for the year 2013 [4MB PDF]Open
Consolidated annual report for the year 2012 [8MB PDF]Open
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FY 2014 Selected figures [24KB XLSX]Open
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