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.