Management Board procedures
The Management Board is composed of one to six persons, including the President and Vice-Presidents. Management Board members are appointed for a joint term of office lasting 3 years, except for the first term lasting 2 years.
Management Board members or the entire Management Board is appointed and dismissed by the Supervisory Board. The Supervisory Board appoints the President and Vice Presidents. Each Management Board member may be dismissed or suspended from office by the Supervisory Board or Shareholder Meeting.
The Management Board conducts the company’s affairs and represents the company in all court and out of court proceedings. Any and all matters concerning the conduct of the company’s affairs that are not designated as powers held by the Shareholder Meeting or the Supervisory Board under the legal regulations or Articles of Association fall within the Management Board’s scope of powers.
The Management Board operates on the basis of the Code of Commercial Companies and other legal regulations, the company’s Articles of Association and the Management Board Bylaws of TAURON Polska Energia Spółka Akcyjna with its seat in Katowice, which are available on the company’s website. When performing their duties Management Board members act in accordance with the Best Practices.
Two Management Board members or one Management Board member together with a proxy are entitled to make valid statements on behalf of the company. If Management Board consists only of one person, the single Management Board member or a proxy are entitled to make valid statements on behalf of the company.
Management Board meetings are convened by the President of the Management Board or the Vice-President of the Management Board designated by the President. Management Board meetings are also convened in response to a motion submitted by the majority of the Vice-Presidents of the Management Board or the Supervisory Board Chairman. Meetings are held at the company’s seat on the date set by the person convening the meeting. In justified cases Management Board meetings may be held outside the company’s seat. The President of the Management Board or a Vice-President of the Management Board designated by the President presides over Management Board meetings.
The Management Board votes by open ballot. The ballot results are recorded in the meeting minutes. The President orders a secret ballot at the request of any Vice-President of the Management Board.
Management Board resolutions are passed by an absolute majority of votes in the presence of 3/5 of the Management Board members. In case of a tie, the President of the Management Board casts the prevailing vote. The Management Board may pass resolutions by voting in writing (by circulation) or using direct means of remote communication. Votes are called in accordance with these procedures by the President of the Management Board or the Vice-President of the Management Board designated by the President, also when setting the deadline for Management Board members to cast their votes. It is permissible to submit a dissenting opinion Dissenting opinions with their justification are recorded in the meeting minutes. Management Board decisions related to ongoing issues that do not require a resolution are recorded solely in the meeting minutes.
If the number of Vice-Presidents of the Management Board is lower than the anticipated number of divisions (areas of responsibility), Vice-Presidents may combine manage two divisions or introduce a different split of powers that does not run contrary to the powers assigned by the Supervisory Board.
The President’s scope of responsibilities includes powers concerning the operations of organizational units assigned to the President’s division in line with the company’s organizational structure.
The scope of responsibilities of the Vice-Presidents of the Management Board include powers concerning the operations of organizational units assigned to the divisions for which the Vice-Presidents of the Management Board are responsible in line with the company’s organizational structure.