Supervisory Board procedures
The Supervisory Board’s operations are defined by the Code of Commercial Companies, the company’s Articles of Association available on the company’s website http://www.tauron-pe.pl and in the Supervisory Board Regulations of TAURON Polska Energia S.A. with its seat in Katowice.
The main way for the Supervisory Board to oversee the company’s operations is through Supervisory Board meetings. The Supervisory Board performs its obligations collectively. Supervisory Board meetings are convened by the Supervisory Board Chairperson or Deputy Chairperson by presenting a detailed agenda:
- in accordance with the decisions taken by the Supervisory Board,
- at his/her own initiative,
- in response to a written request from any Supervisory Board member,
- in response to the Management Board’s written request.
Supervisory Board meetings are held at the company’s seat. In justified cases a meeting may be convened in a different venue.
In order to convene a meeting all Supervisory Board members must be invited in writing at least 7 days before the date of the Supervisory Board’s meeting. For important reasons the Supervisory Board Chairperson may shorten this period to 2 days, defining how invitations should be distributed. Supervisory Board meeting notifications are sent by fax or electronic mail and confirmed by phone. In the Supervisory Board meeting notification the Chairperson states the meeting date, venue and the detailed draft agenda. The Supervisory Board meets on an as needed basis, though no less frequently than once every 2 months. The Supervisory Board may hold meetings without convening a formal meeting if all Supervisory Board members are present and nobody objects to holding a meeting or the agenda.
The proposed agenda may be modified if all Supervisory Board members are present at the meeting and no one objects to the agenda. An issue not included in the agenda should be placed in the next meeting’s agenda.
It is a Supervisory Board member’s duty to participate in Supervisory Board meetings. Supervisory Board members provide written information on the reasons for his/her absence. Excusing a Supervisory Board member’s absence requires a Supervisory Board resolution. Management Board members may take part in Supervisory Board meetings unless the Supervisory Board objects. Management Board members are obligated to participate in Supervisory Board meetings if they are invited by the Supervisory Board Chairperson. Other persons may also take part in the meetings if they are invited in the way mentioned above.
The Supervisory Board may seek opinions from legal counselors who provide the company with regular legal advice, and, in justified cases, it may appoint and invite the relevant experts to Supervisory Board meetings in order to seek their opinion and make the right decision. In these cases the Supervisory Board passes a resolution on commissioning a selected expert (audit, consulting firm) to carry out the engagement, obligating the company’s Management Board to conclude the pertinent agreement.
Supervisory Board meetings are chaired by the Supervisory Board Chairperson, and in case of his/her absence by the Vice Chairperson. For important reasons, with the consent of the majority of Supervisory Board members present at a meeting, the chairperson chairing the meeting is obligated to call a vote on a motion to interrupt the meeting and set a date for resuming a Supervisory Board meeting. The Supervisory Board makes decisions in the form of resolutions. Supervisory Board resolutions are passed mainly at its meetings. The Supervisory Board passes resolutions if at least half of its members is present at a meeting and all its members have been invited in the appropriate way prescribed by the Regulations. Subject to the mandatory legal regulations in force, including the Code of Commercial Companies and the company’s Articles of Association, the Supervisory Board passes resolutions by an absolute majority of votes cast by persons present at a meeting with the absolute majority of votes being understood to mean more votes cast “for” than the combined number of votes “against” and “abstentions”. Resolutions should not be passed on matters not included in the agenda unless all Supervisory Board members are present and nobody objects. This does not apply to resolutions on excusing a Supervisory Board member’s absence from a meeting. Resolutions are voted on by open ballot. A secret ballot is ordered:
- at the request of at least one Supervisory Board member,
- in matters related to specific persons.
In accordance with the company’s Articles of Association, the Supervisory Board may pass resolutions in writing or by using direct means of remote communication. Passing a resolution this way requires prior notification of all Supervisory Board members of the content of the draft resolution. Passing resolutions this way does not apply to appointing the Supervisory Board Chairperson, Deputy Chairperson and Secretary, appointing or suspending a Management Board member from office and dismissing them, as well as other matters requiring a secret ballot. When voting on a resolution in this way a Supervisory Board member states his/her vote, i.e. “for”, “against” or “abstention”. In case a Supervisory Board member fails to indicate his/her vote by the time defined by the Chairperson, the resolution is not be passed. A resolution with a note that it has been passed in writing or by voting using direct means of remote communication is signed by the Supervisory Board Chairperson. Resolutions passed this way are presented at the forthcoming Supervisory Board meeting along with the result of the voting.
Supervisory Board members are allowed to take part in a meeting and vote on resolutions during a meeting using direct means of remote communication, i.e. conference call or video conference, subject to the proviso that at least half of its members is present at the meeting’s venue stated in the meeting notification and a secure communications link is technically possible.
Supervisory Board members take part in meetings and exercise their rights and responsibilities in person, and when performing their duties they are obliged to act with due diligence. Supervisory Board members are obliged to keep information confidential related to the company’s activities they acquire in connection with holding their seat or on another occasion. The Supervisory Board performs its activities collectively.
The Supervisory Board may, for important reasons, delegate individual members to perform certain supervision activities on their own for a defined period of time. The Supervisory Board may delegate members, for a period no longer than three months, to perform temporarily the duties of Management Board members who have been dismissed, tendered their resignation or are otherwise unable to discharge their functions. Consent must be obtained from the Supervisory Board member in question before being delegated.
The Supervisory Board’s activities in the most recent financial year are described in the Supervisory Board Activity Report that is submitted on annual basis to the Shareholder Meeting and then published on the company’s website http://www.tauron-pe.pl.
The Supervisory Board may appoint from among its members standing or temporary (ad-hoc) working groups and committees to perform specific activities. The Supervisory Board’s standing committees are as follows:
- Supervisory Board Audit Committee of TAURON Polska Energia S.A. (Audit Committee),
- Supervisory Board Nomination and Remuneration Committee of TAURON Polska Energia S.A. (Nomination and Remuneration Committee),
- Supervisory Board Strategy Committee of TAURON Polska Energia S.A. (Strategy Committee).
These committees’ membership, tasks and rules of operation are defined in their regulations enacted by the Supervisory Board.