General information about the adopted compensation system for members of the Management Board
Compensation system for members of the Management Board
System of compensation for members of the Management Board of the TAURON Group’s subsidiaries
General information about the adopted compensation system for key managers
The compensation of members of the Company’s Management Board is determined by the Company’s Supervisory Board. The total amount of compensation understood as the value of salaries, awards and benefits received in cash, in kind or in any other form, due or paid by the Company to the members of the Management Board in 2019 reached the gross amount of PLN 4,557 thousand.
The compensation of the members of the Company’s Management Board in 2019, broken down into components, is presented in the Table below.
# | First and last name | Period of holding the position in 2019 | Compensation* (PLN ‘000) |
Variable compensation* (PLN ‘000) | Other benefits* (PLN ‘000) | Total (PLN ‘000) |
---|---|---|---|---|---|---|
1. | Filip Grzegorczyk | 01.01.2019 – 31.12.2019 | 793 | 407 | 3 | 1,203 |
2. | Jarosław Broda | 01.01.2019 – 31.12.2019 | 740 | 444 | 0 | 1,184 |
3. | Kamil Kamiński | 01.01.2019 – 21.09.2019 | 536 | 436 | 14 | 986 |
4. | Marek Wadowski | 01.01.2019 – 21.09.2019 | 740 | 444 | 0 | 1,184 |
Total | 2,809 | 1,731 | 17 | 4,557 |
The Company does not have any obligations towards the former members of the Management Board due to pensions or benefits of a similar nature.
At the same time, it is indicated that, because of the Company’s obligations towards the former members of TAURON’s Management Board, the total amount of PLN 517 thousand was paid out in 2019 due to the payment of the compensation for refraining from performing competing activities (non-compete clauses).
Members of TAURON’s Management Board did not receive compensation or bonuses for performing the functions in the corporate bodies (authorities) of the TAURON Group’s subsidiaries in 2019.
All members of the Company’s Management Board received compensation in 2019, in accordance with the applicable contract for the provision of the management services in accordance with the Act of 9 June 2016, on the Principles of Determining Compensation of the Management Personnel of Certain Companies.
The compensation of the members of the Management Boards of the TAURON Group’s subsidiaries is determined taking into account the scale of a given subsidiary’s operations, in particular:
- average annual headcount;
- annual net revenue from the sales of goods, products and services as well as the financial operations;
- total assets on the balance sheet at the end of the year.
Based on the above criteria, the categories of subsidiaries are defined, which determine the amount of the fixed compensation of the members of the subsidiaries’ management authorities.
The principles of determining the compensation for the members of the Management Boards of the TAURON Group’s subsidiaries are published on the website.
The contracts on the provision of management services concluded both with the members of TAURON’s Management Board as well as with members of the Management Boards of the TAURON Group’s individual subsidiaries, envisage, in case of the termination or renouncement of the agreement by the Company for reasons other than defined therein, a payout of the severance payment in the amount of three times the fixed part of the compensation, on condition they have performed their function over a period of at least 12 months prior to the termination of the agreement.
Furthermore, due to the members of TAURON’s Management Board as well as the members of the Management Boards of the TAURON Group’s individual subsidiaries having access to confidential information the disclosure of which could expose the Company and the Group’s subsidiaries to losses, the agreements on the provision of the management services include the non-compete clauses applicable after the expiry of the term of office. Under the above mentioned agreements, the members of the Management Board are obligated to refrain from conducting competitive activities for a specified period in return for compensation.
Members of the Company’s Management Board had not held the positions of members of the Management Boards of the TAURON Group’s subsidiaries prior to being appointed as members of the Company’s Management Board.
Non-financial components of compensation due to members of the Management Board and key managers
Members of the Management Board, in accordance with the agreements on the provision of the management services, are entitled to the reimbursement by the Company of the cost of training up to the net amount of PLN 15,000 in a calendar year, and as of February 2020, to have the Company refinance their basic contribution to the participation in the Employee Pension Program operated at the Company.
Non-financial components of the compensation of key managers
Staff members employed at the key positions by the Company are entitled to take advantage of the following benefits and non-financial components of the compensation offered by the Company:
- participation in the Employee Pension Program operated by the employer (under the condition of being employed by the Company or one of the TAURON Group’s subsidiaries over a period of at least 1 year);
- use of the medical package financed with the Company’s funds;
- use of a company car allocated for their exclusive use;
- use of a company apartment where the availability of an employee is required due to the nature of their work and scope of responsibilities
Assessment of the functioning of the compensation policy in terms of the fulfillment of its objectives, in particular the long-term growth in shareholder value and stability of the company’s performance
The applied compensation system for members of the Management Board is in accordance with the Act of 9 June 2016 on the Principles for Determining Compensation of the Management Personnel of Certain Companies. The incentive based and consistent system is provided, linked with the monitoring of the annual financial plans and the adopted Strategy and development (expansion) directions. The Policy of compensation for members of the supervisory and management authorities, including the description of the principles for determining such a policy at TAURON Polska Energia S.A. in force at the Company is in line with the Best Practices 2016 principles and defines, in particular, the form, structure and the manner of determining the compensation of members of the Management Board.
The form, structure and level of the compensation correspond to the market conditions and are oriented towards enabling the recruitment and retention of the individuals fulfilling the criteria required to manage the Company in a manner that would take into account shareholders’ interests (building the Company’s value for the shareholders) as well as prevent conflicts of interest among members of the Management Board and the shareholders. At the same time, they are structured in a manner that is transparent for the investors so as to build their confidence in the Company and enable them to express their opinions using the applicable procedures.
The disbursement of the variable components of the compensation is linked to the pre-defined, measurable management objectives that support the long-term stability of the Company and the TAURON Group.
The criteria the fulfilment of which determines obtaining of the variable components of the compensation and the level thereof are defined in accordance with the SMART methodology, i.e. they display such features as: precision, measurability, achievability, materiality and timing references.
The compensation and bonus system for both members of the Management Board of the Company as well as the key managers in force at TAURON supports the accomplishment (implementation) of the strategic goals and takes into account the determination of the compensation depending on the financial situation of the Company and the TAURON Group over one year period.
Compensation system for members of the Supervisory Board
In 2019, the system of compensation for members of the Supervisory Board of the Company defined in the Resolution of the Extraordinary GM of TAURON of 15 December 2016 on determining compensation for members of the Supervisory Board, as subsequently amended, was in force, adopted as the implementation of the provisions of the Act of 9 June 2016 on the principles for determining compensation of the management personnel of certain companies (Journal of Laws of 2016, item 1202).
In accordance with the above mentioned Resolution of the Extraordinary GM the monthly compensation of members of the Supervisory Board is determined as a product of multiplying the assessment base mentioned in Article 1(3)(11) of the Act of 9 June 2016 on the principles for determining compensation of the management personnel of certain companies, and the multiplier:
- •for the chairperson of the Supervisory Board – 1.7
- for the other members of the Supervisory Board – 1.5.
Members of the Supervisory Board are entitled to receive the compensation irrespective of the frequency of the formally convened meetings.
The compensation is not due for a month in which a member of the Supervisory Board was not present at any of the formally convened meetings, for unjustified reasons. The decision on excusing or a failure to excuse the absence of a member of the Supervisory Board at its meeting is taken by the Supervisory Board by way of a resolution.
The compensation is calculated on a pro rata basis, in relation to the number of days when the function was performed, in case the appointment or dismissal occurred in the course of the calendar month.
The Company covers the costs incurred in connection with the performance of the functions assigned to the members of the Supervisory Board, in particular: the costs of the round trip between the place of residence and the venue of the Supervisory Board’s meeting or a meeting of the Supervisory Board Committee, the costs of the individual supervision and the costs of accommodation and board.
The compensation of the members of the Company’s Supervisory Board in 2019 is presented in the following table.
# | First and last name | Period of holding the position in 2019 | Compensation (PLN ‘000) |
---|---|---|---|
1. | Beata Chłodzińska | 01.01.2019 – 31.12.2019 | 102 |
2. | Teresa Famulska | 01.01.2019 – 31.12.2019 | 90 |
3. | Jacek Szyke | 01.01.2019 – 31.12.2019 | 90 |
4. | Radosław Domagalski – Łabędzki | 01.01.2019 – 08.05.2019 | 32 |
5. | Barbara Łasak – Jarszak | 01.01.2019 – 31.12.2019 | 90 |
6. | Paweł Pampuszko | 01.01.2019 – 08.05.2019 | 32 |
7. | Rafał Pawełczyk | 08.05.2019 – 26.07.2019 | 20 |
8. | Grzegorz Peczkis | 06.12.2019 – 31.12.2019 | 6 |
9. | Jan Płudowski | 01.01.2019 – 31.12.2019 | 90 |
10. | Marcin Szlenk | 01.01.2019 – 31.12.2019 | 90 |
11. | Katarzyna Taczanowska | 08.05.2019 – 31.12.2019 | 58 |
12. | Agnieszka Woźniak | 01.01.2019 – 31.12.2019 | 90 |
Total | 790 |
The Company does not have any obligations towards the former members of the Supervisory Board due to pensions or benefits of similar nature.