SupervisoryBoard

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Rules of the procedure

Appointment and dismissal of members of the Supervisory Board

The Supervisory Board is composed of five to nine persons, appointed for a common term of office lasting 3 years, except for the first term that lasted 1 year. In accordance with the Company’s Articles of Association, members of the Supervisory Board are appointed and dismissed by the General Meeting, subject to the following:

  1. during the time when the State Treasury, including together with the State Treasury controlled entities within the meaning of § 10 sec. 5 of the Company’s Articles of Association, hold a number of the Company’s shares that entitle them to exercise at least 25% of the total votes in the Company, the State Treasury, represented by the minister competent to handle the State Treasury’s affairs, is entitled to appoint and dismiss members of the Supervisory Board in the number equal to half of the maximum number of members of the Supervisory Board defined in the Company’s Articles of Association (where such a number is not integral, it is rounded down to an integral number, for example 4.5 is rounded down to 4) and increased by 1, provided that the State Treasury:
    • is obliged to vote at the General Meeting on establishing the number of members of the Supervisory Board corresponding to the maximum number of members of the Supervisory Board defined in the Company’s Articles of Association in case such a motion is submitted to the Management Board by a shareholder or shareholders that hold a number of votes that entitle them to exercise at least 5% of the total number of votes in the Company;
    • is excluded from the voting at the General Meeting on appointing and dismissing other members of the Supervisory Board, including independent members of the Supervisory Board; this does not, however, apply to the case when the Supervisory Board cannot act due to its composition being smaller than required by the Company’s Articles of Association, and the shareholders present at the General Meeting, other than the State Treasury, do not supplement the composition of the Supervisory Board in accordance with the distribution of seats in the Supervisory Board defined in this section.
  2. during the time when the State Treasury, including together with the State Treasury controlled entities within the meaning of § 10 sec. 5 of the Company’s Articles of Association, hold a number of the Company’s shares that entitle them to exercise less than 25% of the total number of votes in the Company, the State Treasury, represented by the minister competent to handle the State Treasury’s affairs, is entitled to appoint and dismiss one member of the Supervisory Board;
  3. appointing and dismissing members of the Supervisory Board by the State Treasury pursuant to the above mentioned item 1) or 2) takes place by means of a statement submitted to the Company.

Supervisory Board’s competence

The Supervisory Board carries out continuous supervision over the Company’s operations in all areas of its operations.

According to the Company’s Articles of Association, the Supervisory Board’s tasks and competences include in particular the matters listed in the Table below:

Matters that require a resolution of the Supervisory Board – as of the day of submitting this integrated report

  1. Evaluation of the Management Board’s report on the Company’s operations (Directors’ Report) as well as the financial statements for the last financial year with respect to their compliance with books, documents as well as with the actual status. This also applies to the Group’s consolidated financial statements;
  2. evaluation of the Management Board’s recommendations on profit distribution or loss coverage;
  3. submission of a written report to the General Meeting on the outcome of the activities referred to in items 1 and 2 above,
  4. preparation of the following once a year and submission of the following to the General Meeting:
    • evaluation of the Company’s situation, including the assessment of the internal control, risk management systems, compliance and internal audit functions, including all significant control mechanisms, in particular, those related to financial reporting and operations;
    • report on activities of the Supervisory Board comprising at least information concerning: composition of the Supervisory Board and its Committees, compliance with the independence criteria by members of the Supervisory Board, number of meetings of the Supervisory Board and its Committees, and self-assessment of the Supervisory Board;
    • assessment of the method of fulfillment of information obligations by the Company, in relation to the application of corporate governance rules defined in the Exchange Rules and provisions related to current and periodical information submitted by issuers of securities;
    • assessment of rationality of sponsorship, charitable policy or another similar policy pursued by the Company or information concerning the absence of such a policy;
  5. preparation, along with the report on the results of the Company’s annual financial statements’ evaluation, the Supervisory Board’s opinion on the financial viability of the Company’s equity investments in other commercial law entities made in a given financial year;
  6. provision of opinions on the Group’s Corporate Strategy;
  7. provision of opinions on the rules of conducting sponsorship activities;
  8. provision of opinions on the annual plan of conducting sponsorship activities as well as on the annual report on its implementation;
  9. provision of opinions on the reports drawn up, by the Company’s Management Board, on entertainment expenses, expenditures on legal services, marketing services, public relations and social communication service as well as advisory services related to management;
  10. provision of opinions on the Management Board’s motions regarding matters referred to in § 35 of the Company’s Articles of Association, excluding motions regarding members of the Supervisory Board;
  11. provision of opinions on the changes of the rules of divesting fixed assets, defined in § 38of the Company’s Articles of Association.
  1. selecting a certified auditor to carry out an audit of the Company’s financial statements and the Group’s consolidated financial statements;
  2. defining the scope and deadlines for submitting the Company’s and the Group’s annual material and financial plan by the Management Board;
  3. approving the Company’s and the Group’s material and financial plan by the Management Board;
  4. adopting the consolidated text of the Company’s Articles of Association, drawn up by the Company’s Management Board;
  5. approving the Management Board’s Rules and Regulations;
  6. approving the organizational rules and regulations of the Company’s enterprise;
  7. approving the Group’s compensation policy;
  8. purchasing fixed assets within the meaning of the Act of 29 September 1994 on Accounting with the value exceeding:
    • PLN 20,000 thousand or
    • 5% of the total assets within the meaning of the Act of 29 September 1994 on Accounting, determined on the basis of the last approved financial statements, subject to the provisions of § 20, sec. 6 of the Company’s Articles of Association;
  9. disposing of fixed assets, within the meaning of the Act of 29 September 1994 on Accounting, classified as intangible assets, property, plant and equipment or long-term investments, including making a contribution to a company or cooperative if the market value of these components exceeds PLN 20,000 thousand or 5% of the total assets within the meaning of the Act of 29 September 1994 on Accounting determined on the basis of the last approved financial statements, subject to the provisions of § 20, sec. 6 of the Company’s Articles of Association, as well as handing over these assets for use to another entity for a period longer than 180 days in a calendar year, based on a legal transaction, if the market value of the subject of the legal transaction exceeds PLN 500 thousand or 5% of the total assets, with handing over these assets for use in the case of:
    • lease, tenancy and other contracts for the transfer of an asset for use by other entities for a fee – market value of the subject of legal transaction means the value of services for: one year – if the asset was transferred on the basis of a contract concluded for an indefinite period, the entire duration of the contract – in the case of contracts concluded for a definite period;
    • loan contracts and other contracts that are free of charge for the handing over of an asset for use by other entities – the market value of the subject of legal transaction is the equivalent of benefits that would be due if the lease or tenancy contract were concluded, for: one year – if the asset is handed over under the contract concluded for an indefinite period, the entire duration of the contract – in the case of contracts concluded for a definite period;
  10. assuming contingent liabilities, including granting guaranties and sureties by the Company with the value exceeding the equivalent of PLN 20,000 thousand;
  11. issuing bills of exchange of the value exceeding the equivalent of PLN 20,000 thousand;
  12. making an advance payment on account of the expected dividend;
  13. taking up or purchasing shares in another company with the value exceeding:
    • PLN 20,000 thousand or
    • 5% of the total assets within the meaning of the Act of 29 September 1994 on Accounting, determined on the basis of the last approved financial statements;
  14. selling shares in another company with the value exceeding:
    • PLN 20,000 thousand or
    • 10% of the total assets within the meaning of the Act of 29 September 1994 on Accounting, determined on the basis of the last approved financial statements;
  15. concluding a material agreement with a shareholder holding at least 5% of the total number of votes in the Company or a related company, with a proviso that this obligation does not cover typical transactions and concluded at arm’s length as part of the business operations conducted by the Company with entities that are members of the Group;
  16. concluding an agreement to provide legal services, marketing services, public relations and social communication services as well as advisory services related to management, if the amount of total net compensation for the services provided under this agreement or other agreements concluded with the same entity exceeds PLN 500 thousand, on a yearly basis;
  17. amending an agreement to provide legal services, marketing services, public relations and social communication services as well as advisory services related to management, increasing the compensation above the amount mentioned in section 16 above;
  18. concluding agreements to provide legal services, marketing services, public relations and social communication services as well as advisory services related to management, under which the maximum compensation amount is not envisaged;
  19. concluding a donation agreement or another agreement with similar consequences of the value exceeding PLN 20 thousand or 0.1% of the total assets within the meaning of the Act of 29 September 1994 on Accounting, determined on the basis of the last approved financial statements;
  20. providing relief from debt or from another agreement with similar consequences of the value exceeding PLN 50 thousand or 0.1% of the total assets within the meaning of the Act of 29 September 1994 on Accounting, determined on the basis of the last approved financial statements;
  21. granting a permission to establish the Company’s branches abroad;
  22. defining the way of exercising the voting right at the General Meeting or at the Shareholder Meeting of the companies in which the Company holds more than 50% of shares, with respect to the following matters:
    • selling and leasing out the company’s enterprise or its organized part as well as establishing a limited proprietary right on them if their value exceeds the PLN equivalent of EUR 5,000 thousand;
    • dissolving and liquidating the company.
  23. defining the manner of exercising the voting right by a representative of TAURON during the GMs of the companies (subsidiaries) with respect to which the Company is a dominating entrepreneur within the meaning of Article 4 section 3 of the Act of 16 February 2007 on Competition and Consumer Protection, with respect to the following issues:
    • company setting up another company;
    • amendment to the Articles of Association or the shareholders agreement and the subject of the company’s operations;
    • merging, transforming, splitting, dissolving, and liquidating the Company;
    • increasing or decreasing the Company’s share capital;
    • selling and leasing out the Company’s enterprises or its organized part and establishing a limited property right thereupon;
    • redeeming (retiring) of shares;
    • setting the compensation of members of Management Boards and Supervisory Boards;
    • provision on claims for remedying damage inflicted when setting up the company or performing management or supervision;
    • referred to in Article 17 sec. 1 of the Act of 16 December 2016 on the Principles of Managing State Assets, subject to § 15 sec. 4 of the Company’s Articles of Association, with the exception of the matters relating to the legal transactions referred to in § 20 sec. 6 of the Company’s Articles of Association, and with the exception of matters regarding the acquisition or disposal of fixed assets constituting or intended to constitute assets necessary to conduct business operations with respect to the distribution of electricity by a company that is an operator of the power distribution system.
  1. Appoint and dismiss members of the Management Board;
  2. establish the rules of compensation and the amounts of compensation for the members of the Management Board, subject to § 18 of the Company’s Articles of Association;
  3. suspend members of the Management Board from office for important reasons;
  4. delegate members of the Supervisory Board to temporarily perform duties of the members of the Management Board who cannot perform their duties and establish their compensation subject to the provision that the total compensation of the person delegated to act as a member of the Supervisory Board’s as well as on account of being delegated to temporarily perform duties of a member of the Management Board may not exceed the compensation established for the member of the Management Board as a replacement of whom the member of the Supervisory Board was delegated;
  5. conduct a recruitment process for the position of a member of the Management Board;
  6. conduct a competition in order to select a person with whom an agreement to perform the management functions in the Company is concluded and conclude such agreement to perform the management functions in the Company;
  7. grant a permission to members of the Management Board to take positions in governing bodies of other companies.
  1. Approve the Management Board’s annual report on the supervision over the implementation of investment projects;
  2. prepare reports on overseeing the implementation of investment projects by the Management Board, including fixed asset purchases, and in particular provide opinions on the correctness and effectiveness of the related expenditures;
  3. approve the Management Board’s reports on:
    • entertainment expenses, expenditures on legal services, marketing services, public relations and social communication service as well as advisory services related to management;
    • apply good practices defined by the Prime Minister under Article 7, sec. 3 of the Act on the principles of Managing State Assets with respect to corporate governance, corporate social responsibility, and sponsorship,
  4. pass the rules and regulations describing the Supervisory Board’s procedures in detail.

Composition

The current, 5th term of office of the Supervisory Board, began on 29 May 2017, i.e. on the day of holding the Ordinary GM of the Company approving the financial statements for the last full financial year of the tenure of the members of the Supervisory Board of the 4th term, i.e. for the financial year 2016. In accordance with the Company’s Articles of Association, it is a common term of office and it lasts 3 years.

A graduate of the Faculty of Law and Administration of the University of Warsaw. She is a licensed attorney-at-law.

In 2001–2016, she was associated with the Ministry of State Treasury, where she provided legal services, most recently as the Deputy Director at the Legal and Litigation Department. At the Ministry of Energy, she coordinated the works performed by the Attorney-at-Law Team at the Legal Office of the Ministry of Energy. She currently holds the function of Legal Department Director for Corporate and Investment Legal Services at PKN Orlen S.A.

She gained professional experience associated with supervising the operations of the State Treasury owned companies by, among others, holding seats on the supervisory boards of the following companies: Polska Agencja Prasowa S.A. with its seat in Warsaw, Centrum Techniki Okrętowej S.A. with its seat in Gdańsk, Chemia Polska sp. z o.o. with its seat in Warsaw, Międzynarodowa Korporacja Gwarancyjna sp. z o.o. with its seat in Warsaw.

She has been a member of the Supervisory Board of TAURON Polska Energia S.A. since 12 August 2015. In the Supervisory Board of the 5th common term of office, she is the Chair of the Supervisory Board, the Head of the Supervisory Board Nomination and Compensation Committee, as well as a member of the Audit Committee of the Supervisory Board and a member of the Supervisory Board Strategy Committee.

A graduate of the University of Economics in Katowice, a Professor of Economics appointed by the President of the Republic of Poland at the request of the Board of the Faculty of Finance and Insurance of the University of Economics in Katowice.

She has been associated with the University of Economics in Katowice since 1981. She is currently the Head of the Public Finance Department holding the full Professor’s position. In 1998–2013, she worked at the School of Banking and Finance, recently as Dean, holding the full Professor’s position.

An author of approximately 150 domestic and foreign publications in the field of finance, mainly public finance (including taxes and tax systems) and corporate finance. Apart from academic work, she is continuously involved in business practice, participating, among others, in several dozen research projects. She delivers numerous lectures and training courses for the finance and management personnel of enterprises and for the tax authorities staff as part of postgraduate studies and in cooperation with, among others, the Polish Economic Society (Polskie Towarzystwo Ekonomiczne) and the Accountants Association in Poland (Stowarzyszenie Księgowych w Polsce). From March 2007 to November 2018, she worked at the State Examination Commission on Tax Advisory Services for three successive terms of office, and was Chair for two successive terms of office from 2010. Since 2007, a member of the Finance Committee of the Polish Academy of Sciences, where she was a member of the Board of the Committee in 2011–2015. Furthermore, she is a member of the Main Board of the Polish Finance and Banking Association (Zarząd Główny Polskiego Stowarzyszenia Finansów i Bankowości), International Fiscal Association, Center for Information and Organization of Public Finance and Tax Law Research of Central and Eastern European Countries (Centrum Informacji i Organizacji Badań Finansów Publicznych i Prawa Podatkowego Krajów Europy Środkowej i Wschodniej) and Polish Economic Society (Polskie Towarzystwo Ekonomiczne). She included in the list of tax advisors in September 2018.

She was awarded the following orders and accolades: Silver Cross of Merit (Srebrny Krzyż Zasługi), Silver Medal for Long-term Service (Srebrny Medal za Długoletnią Służbę), Medal of the Commission of National Education (Medal Komisji Edukacji Narodowej), awards of the Minister of National Education and of the President of the University of Economics in Katowice.

She has been a member of the Supervisory Board of TAURON Polska Energia S.A. since 29 May 2017. In the Supervisory Board of the 5th common term of office, she is the Vice-Chair of the Supervisory Board and the Head of the Supervisory Board Audit Committee.

A graduate of the Faculty of Economics of the University of Lodz and of the Faculty of Electric Engineering of the Poznan University of Technology, where he also obtained a PhD in Technical Science.

He has yearslong professional experience associated with the commercial energy sector, where he climbed up all levels of the career ladder, starting with an intern, to foreman, Head of the Safety and Instrumentation and & Control Department (Kalisz and Łódź Power Plant), Engineer On Duty Responsible for the Operation (Łódź Cogeneration Plant), to the position of the Chief Engineer (Łódź and Płock Power Plant) and General Manager (Płock Power Plant and Siekierki Cogeneration Plant). He also worked as the Contract Manager in Libya. The owner and President of JES ENERGY, a consulting company.

State orders awarded: Golden Cross of Merit (Złoty Krzyż Zasługi), Knight’s Order (Krzyż Kawalerski). Industry orders awarded: Distinguished for the following sectors: Power, Construction, Communications, Firefighting, Culture and Heat industry.

The author of more than 100 articles, publications and books, including: ”Wspomnienia o tradycji i zwyczajach pracy w energetyce” (Memories of traditions and customs related to working in the power utilities sector), ”O energetyce z sentymentem” (About electric utilities sector with a sentiment), ”Historia Polskiej Elektroenergetyki” (History of Poland’s Power Industry), ”Złota Księga Elektroenergetyki” (Golden Book of Power Industry), ”Grupa TAURON – monografia” (TAURON Group – monograph).

He has been a member of the Supervisory Board of TAURON Polska Energia S.A. since 14 September 2010. In the Supervisory Board of the 5th common term of office, he is the Secretary of the Supervisory Board and the Head of the Supervisory Board Strategy Committee as well as a member of the Supervisory Board Audit Committee.

A graduate of the Faculty of Law and Administration of the University of Warsaw.

Between January 1997 and February 2017, she worked at the Legal Department of the Ministry of State Treasury. Between April 1998 and February 2017, she headed an organizational unit of the Legal Department providing legal services for the Ministry. From 1 March 2017 to 7 January 2020, the Head of the State Property and Finance Division of the State Treasury Department of the Chancellery of the Prime Minister, where she dealt, among others, with issues related to the new principles of managing state assets. Since 8 January 2020, she has held the position of Head of the Department of Real Estate of the Ministry of State Assets. She currently exercises ownership supervision over companies which operate in the sector related to the real estate market and the activities of which cover real estate management.

In 1999–2001, a member of the Disciplinary Commission of the Ministry of State Treasury. In 1999–2005, Deputy Public Finance Auditor for the Minister of State Treasury.

She has yearslong professional experience of holding seats on supervisory boards of State Treasury owned companies, including: ZPP ”Lenora” sp. z o.o., Koneckie Zakłady Odlewnicze S.A., Uzdrowisko Busko-Zdrój S.A., ŚWWG Polmos S.A., Stocznia Gdynia S.A., Archimedes S.A., PSO ”Maskpol” S.A., ZG ”Dom Słowa Polskiego” S.A. w likwidacji [in liquidation], Fundusz Rozwoju Spółek S.A., Zakłady Mięsne Nisko S.A.

She has been a member of the Supervisory Board of TAURON Polska Energia S.A. since 29 May 2017. In the Supervisory Board of the 5th common term of office, she is a member of the Supervisory Board Nomination and Compensation Committee.

A graduate of the Faculty of Environment and Energy Engineering of the Silesian University of Technology, specializing in Machine Mechanics and Design. He holds a PhD degree in Technical Science in the field of machine design and operation. He also completed postgraduate studies in Business Management and pedagogical professional development studies for university teachers.

He gained experience both in business, as a proxy at Diapom sp. z o.o., as well as at a higher education institutions as an Assistant Lecturer and then an Assistant Professor at the Silesian University of Technology.

He is an author of several dozen scientific and popular publications. He holds rights under ten patents granted by the Polish Patent Office.

He has been a member of the Supervisory Board of TAURON Polska Energia S.A. since 6 December 2019. In the Supervisory Board of the 5th common term of office, he is a member of the Supervisory Board Strategy Committee.

A graduate of the Faculty of Electric Engineering of the Silesian University of Technology in Gliwice. He also completed postgraduate studies at the Faculty of Electric Engineering of the Gdańsk University of Technology, at the University of Economics (formerly K. Adamiecki Academy of Economics) in Katowice in the field of Corporate Finance Management and at the Faculty of Management and Services Economics of the University of Szczecin in the field of Marketing and Corporate Management.

Professionally associated with the power sector, he gained professional experience by climbing up all levels of the career ladder. He worked, among others, as the Regional Chief Power Engineer (PKP Śląska Dyrekcja Okręgowa Kolei Państwowych (Polish State Railways’ Silesian Regional Board) in Katowice), Director of Zakład Energetyki Kolejowej (Railways’ Power Plant) in Katowice and the Head of the Power Management Department (PKP Dyrekcja Energetyki Kolejowej (Polish State Railways’ Power Unit Board) in Warsaw), Director of the Cash Flow Office (PKP Energetyka sp. z o.o. in Warsaw).

In 2007–2008, he was a member of the Supervisory Board of Spółka Energetyczna Jastrzębie S.A.

He has been a member of the Supervisory Board of TAURON Polska Energia S.A. since 30 December 2016. In the Supervisory Board of the 5th common term of office, he is a member of the Supervisory Board Audit Committee and a member of the Supervisory Board Strategy Committee.

A graduate of the Warsaw School of Economics – a Master’s degree in Economics, field of expertise: Management and Marketing, as well as Finance and Banking.

He completed the Executive MBA program of the University of Warsaw and University of Illinois, as well as the Postgraduate European Financial, Economic and Legal Relations Studies at the Warsaw School of Economics. Since 2007, he has been a member of the Chartered Institute of Management Accounting (CIMA). In 2016, he completed the Global Management Development Program organized by the Johnson Matthey Group.

He has a broad professional experience from many years of working as a Financial Controller and Director in diverse business environments. In 1999–2002, a Senior Auditor at Arthur Andersen. In 2002–2010, a Financial Controller at Magneti Marelli Aftermarket Sp. z o.o., and then Automotive Lighting Polska Sp. z o.o. (both companies owned by the FIAT Group). In 2010–2012, he worked as the European Financial Controller at the Axeon Group. Since 2012, he has been the Financial Director and a Member of the Management Board of Johnson Matthey Battery Systems Sp. z o.o., and since 2017, a Member of the Management Board of Johnson Matthey Poland Sp. z o. o.

He has been a Member of the Supervisory Board of TAURON Polska Energia S.A. since 16 April 2018. In the Supervisory Board of the 5th common term of office, he is a Member of the Supervisory Board Audit Committee.

A graduate of the Faculty of Law and Administration of the University of Gdańsk. He completed the Taxes and Tax Law postgraduate studies at the University of Gdańsk as well as the attorneys-at-law’s training of the Warsaw Bar Association (Okręgowa Izba Radców Prawnych w Warszawie). She is a licensed attorney-at-law.

He specializes in corporate law, business contracts and the investment process. In addition, he has also been dealing with: real estate law, due diligence processes, as well as conducting court litigations, in his professional career thus far.

He is currently the Deputy Director of the 1st Department of Ownership Supervision at the Ministry of State Assets and is a member of the expert team for increasing the efficiency of Supervisory Boards, which is a part of the Commission for the reform of ownership supervision.

A graduate of the Faculty of Law and Administration of University of Warsaw, registered on the list of attorneys-at-law of the Warsaw Bar Association (Okręgowa Izba Radców Prawnych w Warszawie).

Ms. Katarzyna Taczanowska has many years of professional experience in providing legal services for business entities, which she has been offering since 2003. She was a partner at the law firm GWW Woźny i Wspólnicy, and since 2009 she has been a partner at the law firm Kudlak, Taczanowska-Wileńska sp.k.

In 2009–2012, she was the Director of the Legal Office at Towarzystwo Funduszy Inwestycyjnych PZU S.A. She was a member of the Supervisory Boards of PZU Życie S.A., LOT Aircraft Maintenance Services sp. z o.o., and IDA Management sp. z o.o.

Since July 2018, Ms. Katarzyna Taczanowska has been the General Director for Corporate and Legal Affairs at KGHM Polska Miedź S.A.

She has been a member of the Supervisory Board of TAURON Polska Energia S.A. since 8 May 2019. In the Supervisory Board of the 5th common term of office, he is a Member of the Supervisory Board Audit Committee.

As of 1 January 2019, the Supervisory Board was composed of the following members: Beata Chłodzińska (Chair of the Supervisory Board), Teresa Famulska (Vice-Chair of the Supervisory Board), Jacek Szyke (Secretary of the Supervisory Board), Radosław Domagalski-Łabędzki (Member of the Supervisory Board), Barbara Łasak-Jarszak (Member of the Supervisory Board), Paweł Pampuszko (Member of the Supervisory Board), Jan Płudowski (Member of the Supervisory Board), and Agnieszka Woźniak (Member of the Supervisory Board).

On 8 May 2019, the Company’s Ordinary General Meeting dismissed Radosław Domagalski-Łabędzki and Paweł Pampuszko from the Supervisory Board of the Company of the 5th common term of office and appointed Rafał Pawełczyk and Katarzyna Taczanowska to the Supervisory Board of the Company of the 5th common term of office.

On 26 July 2019, the mandate of Rafał Pawełczyk, a member of the Company’s Supervisory Board, expired due to death.

On 6 December 2019, the Extraordinary GM appointed Grzegorz Peczkis to be a member of the Company’s Supervisory Board of the 5th common term of office.

On 24 March 2020, the Minister of State Assets, acting pursuant to § 23, sec. 1, items 1 and 3 of the Company’s Articles of Association, as of 24 March 2020, dismissed Ms. Agnieszka Woźniak from the Company’s Supervisory Board and appointed Mr. Andrzej Śliwka to be a member of the Company’s Supervisory Board.

There had been no other changes to the composition of the Supervisory Board by the date of drawing up this integrated report.

Information on the independence of members of the Supervisory Board

The phrase ”an independent member of the Supervisory Board” denotes an independent member of the supervisory board within the meaning of Appendix II to the Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board (2005/162/EC) and taking into account the Best Practices 2016. At least two members of the Supervisory Board should meet the criteria of independence within the meaning of the above Recommendation.

The table below presents information about the fulfillment by the members of the Company’s Supervisory Board of the independence requirements specified in the above mentioned Recommendation and the Best Practices 2016 as of 31 December 2019 and as of the date of drawing up this integrated report.

# First and last name Meeting independence requirements
as of 31 December 2019
as of the date of drawing up this report
1. Beata Chłodzińska Meets independence requirements Meets independence requirements
2. Teresa Famulska Meets independence requirements Meets independence requirements
3. Jacek Szyke Meets independence requirements Meets independence requirements
4. Barbara Łasak – Jarszak Meets independence requirements Does not meet independence requirements
5. Grzegorz Peczkis Meets independence requirements Meets independence requirements
6. Jan Płudowski Meets independence requirements Meets independence requirements
7. Marcin Szlenk Meets independence requirements Meets independence requirements
8. Andrzej Śliwka Does not meet independence requirements
9. Katarzyna Taczanowska Does not meet independence requirements Does not meet independence requirements
10. Agnieszka Woźniak Does not meet independence requirements

The detailed description of the activities of the Supervisory Board Committees is provided in the rules and regulations of the individual Supervisory Board Committees.

The Supervisory Board Committees are advisory and opinion-making bodies acting collectively as part of the Supervisory Board and performing support and advisory functions towards the Supervisory Board. The tasks of the Supervisory Board Committees are carried out by submitting motions, recommendations, opinions and statements on the scope of their tasks to the Supervisory Board, in the form of resolutions. The Supervisory Board Committees are independent of the Company’s Management Board.

The Audit Committee and the Nomination and Compensation Committee are composed of 3 to 5 members, while the Strategy Committee is composed of 3 to 7 members. The activities of the individual Committees are managed by their Chairs (Heads).

Meetings of the Committees are convened by the Chair (Head) of the specific Committee on their own initiative or upon the motion of a member of the Committee or Chair of the Supervisory Board and they are held on an as-needed basis. In case of the Audit Committee, the meetings are convened at least on a quarterly basis. The Chairs of the Committees may invite members of the Supervisory Board, who are not members of the specific Committee, members of the Management Board and employees of the Company as well as other persons working or cooperating with the Company to the meetings of the Committees. The Chair of the specific Committee or a person appointed by them submits motions, recommendations and reports to the Supervisory Board.

The Supervisory Board Committees pass resolutions if at least a half of their members are present at the meeting and all their members have been duly invited. The resolutions of the Supervisory Board Committees are adopted by an absolute majority of votes present at the meeting, where the absolute majority of votes is understood as more votes given “for” than “against” and “abstain”. The Supervisory Board Committees may pass resolutions in writing or by using means of direct remote communication.

Members of the Supervisory Board Committees may also participate in meetings and vote on the adopted resolutions by using means of direct remote communication, i.e. tele- or videoconferences.

The Company’s Management Board is informed about recommendations and assessments submitted to the Supervisory Board by a given Committee. Every year, the Supervisory Board Committees provide public record information, through the Company, on their compositions, the number of meetings held, and participation in the meetings during the year, as well as on their main activities.

The Company’s Management Board provides the possibility to use the services of external advisors by the Committees to the extent required for performing the obligations of the Committees.

Members of the Audit Committee for the current term were appointed on 20 June 2017 by the Supervisory Board from among its members. In 2019, the Audit Committee was composed of five members.

Due to the change to the composition of the Company’s Supervisory Board for the 5th term, introduced in 2019, the Supervisory Board also made changes to the composition of the Audit Committee.

Members of the Audit Committee as of 31 December 2019 and as of the date of drawing up this integrated report:

  1. Teresa Famulska – Head of the Audit Committee;
  2. Jan Płudowski – Member of the Audit Committee;
  3. Marcin Szlenk – Member of the Audit Committee;
  4. Jacek Szyke – Member of the Audit Committee;
  5. Katarzyna Taczanowska – Member of the Audit Committee.

As of 1 January 2019, the Audit Committee was composed of the following members: Teresa Famulska (Head of the Audit Committee), Radosław Domagalski-Łabędzki, Jan Płudowski, Marcin Szlenk, and Jacek Szyke.

On 8 May 2019, the Company’s Ordinary General Meeting dismissed Radosław Domagalski-Łabędzki from the Company’s Supervisory Board of the 5th common term of office.

On 27 May 2019, the Company’s Supervisory Board appointed Katarzyna Taczanowska to be a member of the Audit Committee.

There had been no other changes to the composition of the Audit Committee by the date of drawing up this integrated report.

Information about the independence of members of the Audit Committee

The composition of the Audit Committee is in compliance with the requirements defined in the Act of 11 May 2017 on Certified Auditors, Audit Companies and Public Supervision. The evaluation of the independence and statutory requirements with respect to the knowledge and skills of the individual members of the Audit Committee was made by the Supervisory Board based on the relevant statements submitted by the members of the Audit Committee.

All of the members of the Audit Committee, except for Katarzyna Taczanowska, comply with the statutory requirements related to independence.

The Head of the Audit Committee, Teresa Famulska, as well as Marcin Szlenk have knowledge and skills in the field of accounting and auditing financial statements. Jacek Szyke and Jan Płudowski have knowledge and skills in the field of power engineering, i.e. the Company’s industry.

Tasks and competence of the Audit Committee

In 2019, the Audit Committee performed the tasks and competences defined in the current legal regulations in force and in the Rules and Regulations of the Audit Committee of the Supervisory Board of TAURON Polska Energia S.A. adopted by the Supervisory Board.

  1. Monitoring of:
    • the Company’s financial reporting process;
    • the effectiveness of internal control, risk management, compliance, and internal audit systems, including with respect to the financial reporting;
    • the performance of financial revisions, in particular performing of an audit by an audit company, taking into account any conclusions (motions) and arrangements of the Audit Supervision Commission stemming from an audit (inspection) performed at an audit company;
  2. the control and monitoring of independence of a statutory auditor and the audit firm, in particular in the case where other services than an audit are provided for the benefit of the Company;
  3. the performance of the evaluation of independence of a statutory auditor and expressing consent for performing permitted services not constituting an audit within the Company by them;
  4. the development of a policy for selecting the audit company to perform the audit;
  5. the development of a policy for performing permitted services not constituting an audit by the auditing company conducting the audit, entities related to the auditing company, and a member of the auditing company’s network;
  6. the definition of the procedure for selecting the auditing company by the Company;
  7. the presentation to the Supervisory Board of the recommendation for selecting the auditing company responsible for performing the statutory audit or review of financial statements, as required under Article 130 sec. 2 and 3 of the Act of 11 May 2017 on Certified Auditors, Auditing Companies and Public Oversight and in Article 16(2) of the Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC, in line with the policies referred to above in items 4 and 5;
  8. the notification of the Supervisory Board of audit results and explanation of how the audit contributed to trustworthiness (accuracy) of financial reporting in the Company, and also the role of the Audit Committee in the audit process;
  9. the presentation of recommendations aimed at ensuring reliability of the financial reporting process within the Company;
  10. the performance of other activities vested with audit committees pursuant to the Act of 11 May 2017 on Certified Auditors, Auditing Companies and Public Oversight, Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities, repealing the Commission Decision 2005/909/EC, and the Act of 29 September 1994 on Accounting.

Nomination and Compensation Committee

Members of the Nomination and Compensation Committee for the current term were appointed on 30 June 2017 by the Supervisory Board from among its members. In 2019, the Nomination and Compensation Committee was composed of three members.

Composition of the Nomination and Compensation Committee as of 31 December 2019 and as of the date of drawing up this report:

  1. Beata Chłodzińska – Head of the Nomination and Compensation Committee;;
  2. Barbara Łasak-Jarszak – Member of the Nomination and Compensation Committee;
  3. Agnieszka Woźniak – Member of the Nomination and Compensation Committee.

There were no changes to the Nomination and Compensation Committee’s composition in 2019 and by the date of submitting this integrated report.

Tasks and competences of the Nomination and Compensation Committee

The tasks and competences of the Nomination and Compensation Committee did not change in 2019.

Competences of the Nomination and Compensation Committee – as of the day of submitting this integrated report
1. Recommending a recruitment procedure for the positions of members of the Company’s Management Board to the Supervisory Board;
2. evaluating candidates for members of the Management Board and providing the Supervisory Board with opinions in this respect;
3. recommending a form and content of agreements to be concluded with members of the Management Board to the Supervisory Board;
4. recommending a compensation and bonus system for members of the Management Board to the Supervisory Board;
5. recommending the need to suspend a member of the Management Board for important reasons to the Supervisory Board;
6. recommending the need to delegate a member of the Supervisory Board to temporarily perform the duties of members of the Management Board who cannot perform their duties, along with a compensation proposal to the Supervisory Board.

The detailed description of the activities of the Nomination and Compensation Committee in the last financial year is provided in the Report on the activities of the Supervisory Board submitted on an annual basis to the General Meeting and published on the website.

Strategy Committee

Members of the Strategy Committee for the current term were appointed on 30 June 2017 by the Supervisory Board from among its members. In 2019, the Strategy Committee was composed of four members from 26 July 2019 to 16 December 2019, and during the remaining periods of the year it was composed of five members.

Composition of the Strategy Committee as of the day of submitting this integrated report:

  1. Jacek Szyke – Head of the Strategy Committee;
  2. Beata Chłodzińska – Member of the Strategy Committee;
  3. Grzegorz Peczkis – Member of the Strategy Committee;
  4. Jan Płudowski – Member of the Strategy Committee;
  5. Agnieszka Woźniak – Member of the Strategy Committee.

As of 1 January 2018, the Strategy Committee was composed of the following members: Jacek Szyke (Head of the Strategy Committee), Beata Chłodzińska, Paweł Pampuszko, Jan Płudowski, i Agnieszka Woźniak.

On 8 May 2019, the Company’s Ordinary General Meeting dismissed Paweł Pampuszko from the Supervisory Board of the Company of the 5th common term of office.

On 27 May 2019, the Company’s Supervisory Board appointed Rafał Pawełczyk to be a member of the Strategy Committee.

On 26 July 2019, the mandate of Rafał Pawełczyk, a member of the Company’s Supervisory Board, expired due to death.

On 16 December 2019, the Company’s Supervisory Board appointed Grzegorz Peczkis to be a member of the Strategy Committee.

There had been no other changes to the composition of the Strategy Committee by the date of drawing up this integrated report.

Tasks and competences of the Strategy Committee

The tasks and competences of the Strategy Committee as of 31 December 2019 and as of the date of submitting this integrated report are presented in the Table below. The tasks and competences of the Strategy Committee did not change in 2019.

Competences of the Strategy Committee

  1. Evaluating the Company’s and the TAURON Group’s Strategy and presenting the results of such evaluation to the Supervisory Board;
  2. recommending the scope and deadlines for submitting long-term strategic plans by the Management Board to the Supervisory Board;
  3. evaluating the impact of planned and currently undertaken strategic investment projects on the Company’s assets;
  4. monitoring the implementation of strategic investment tasks;
  5. evaluating activities related to the use of material Company’s assets;
  6. providing opinions on strategic documents submitted to the Supervisory Board by the Management Board.

The detailed description of the activities of the Strategy Committee in the last financial year is provided in the report on the activities of the Supervisory Board submitted on an annual basis to the General Meeting and published on the Company’s website.

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