ManagementBoard

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The Company’s Management Board acts on the basis of the Commercial Company Code and other legal regulations, the provisions of the Company’s Articles of Association and the provisions of the Rules and Regulations of the Management Board of TAURON Polska Energia Spółka Akcyjna with its registered office in Katowice which are available on the Company’s website. When performing their duties, members of the Management Board act in accordance with the principles included in the Best Practices 2016.

Cooperation of two members of the Management Board or one member of the Management Board together with a proxy is required for submitting statements on behalf of the Company. Where the Management Board includes one person, one member of the Management Board or a proxy is entitled to make valid statements on behalf of the Company.

Meetings of the Management Board are convened by the President of the Management Board or a Vice-President of the Management Board designated by the President of the Management Board. Meetings of the Management Board are also convened at the request of the majority of Vice-Presidents of the Management Board, as well as the Chair of the Supervisory Board. Meetings are held at the Company’s headquarters, on the date set by the person that convened the meeting. In justified cases the Management Board’s 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 of the Management Board chair meetings of the Management Board.

The Management Board votes in an open ballot. The result of the ballot is recorded in the minutes of the meeting. The President of the Management Board orders a secret ballot at the request of any member of the Management Board.

Resolutions of the Management Board are passed by an absolute majority of votes in the presence of 3/5 of the members of the Management Board.

In the event of an equal number of votes (a tie), the President of the Management Board has the casting vote. The Management Board may pass resolutions by voting in writing or using means of direct remote communications. Voting in accordance with the above mentioned procedures is ordered by the President of the Management Board or a member of the Management Board designated by the President of the Management Board, along with the setting of the deadline for casting votes by members of the Management Board. A dissenting opinion may be submitted. Such dissenting opinion is recorded in the minutes of the meeting including the justification thereof. The decisions of the Management Board related to ongoing issues that do not require passing of a resolution are recorded solely in the minutes of the meeting.

The internal split, among members of the Management Board, of the tasks and responsibilities for the individual areas of the Company’s operations, as defined in the Organizational Rules and Regulations of TAURON Polska Energia S.A. and including the independent work positions as well as organizational units reporting directly to the Executive Directors, whose work is managed by members of the Company’s Management Board directly or via the Managing Directors, is defined by the Company’s Management Board Resolution No. 397/V/2019 of 13 November 2019 regarding the assignment of individual business areas of the Company and independent work positions directly reporting to the Members of the Management Board of TAURON Polska Energia S.A., as amended.

Appointment and dismissal of members of the Management Board

The Company’s Management Board is composed of one to six persons, including the President and the Vice-Presidents of the Management Board. Members of the Management Board are appointed and dismissed by the Supervisory Board for the common term of office that lasts 3 years, except for the 1st term that lasted 2 years. In accordance with the Company’s Articles of Association, each of the members of the Management Board may be dismissed or suspended in office by the Supervisory Board or the GM.

In order to recruit a person with whom an agreement on providing management services in the Company, the Supervisory Board announces the competition and conducts a qualification procedure for the position of the President or Vice-President aimed at verifying and assessing the candidates’ qualifications and selecting the best candidate. A candidate for a member of the Management Board must meet the requirements set forth in § 16 sec. 3 and 4 of the Company’s Articles of Association. The notice of the qualification process is published on the Company’s website and in the Public Information Bulletin of the Ministry of State Assets. The Company notifies the shareholders of the results of the qualification procedure.

Management Board’s competence

The Management Board conducts the Company’s affairs and represents the Company in all court and out of court proceedings. Any matters related to conducting the Company’s affairs, not assigned, based on the legal regulations or the provisions of the Company’s Articles of Association, to the scope of competence of the General Meeting or Supervisory Board, are within the scope of competence of the Management Board.

Management Board’s competence as of 31 December 2019, and as of the date of drawing up this report
Matters that require a resolution of the Management Board
1.     Management Board’s rules and regulations;
2.     Company’s organizational rules and regulations;
3.     establishment and liquidation of branches;
4.     appointment of a proxy;
5.     taking out of loans and borrowings;
6.     approval of annual material and financial plans of the Company and of the Group as well as the Group’s Corporate Strategy;
7.     assumption of contingent liabilities within the meaning of the Act of 29 September 1994 on Accounting, including granting guaranties and sureties by the Company as well as issuing bills of exchange, subject to § 20 sec. 2 items 3 and 4 of the Company’s Articles of Association;
8.     making of donations, cancellation of interest or release from debt, subject to § 20 sec. 2 items 12 and 13 of the Company’s Articles of Association;
9.     purchase of real estate, perpetual usufruct or shares in real estate or in perpetual usufruct, subject to § 20 sec. 2 item 1 of the Company’s Articles of Association;
10.   purchase of fixed assets excluding real estate, perpetual usufruct or share in real estate or perpetual usufruct with the value equal to or exceeding PLN 40 thousand, subject to the provisions of § 20 sec. 2 item 1 of the Company’s Articles of Association;
11.   disposal (control) of fixed assets, including real estate, perpetual usufruct or share in real estate or perpetual usufruct with the value equal to or exceeding PLN 40 thousand, subject to the provisions of § 20 sec. 2 item 2 of the Company’s Articles of Association;
12.   definition of the way the voting right will be exercised at the General Meeting or the Shareholder Meeting of companies in which the Company holds shares, on matters within the scope of competence of the General Meeting or the Shareholder Meeting of such companies, subject to the provisions of § 20 sec. 4 items 9 and 10 of the Company’s Articles of Association;
13.   rules of conducting sponsorship activities
14.   adoption of the annual plan of sponsorship activities;
15.   matters which the Management Board refers to the Supervisory Board or the General Meeting for review.

Composition

A graduate of the Faculty of Law and Administration and the Faculty of International and Political Studies of the Jagiellonian University in Kraków, where he obtained a PhD degree in the EU Law, and then a post-PhD degree in Business Law. A graduate of the Executive Master of Business Administration studies (AESE Business School, EM Normandie, UEK Cracow School of Business).

He also completed the Summer Advanced Course program in the European Law at the University of London, King’s College, Centre of European Law as well as the International Business and Trade Summer School program at Catholic University of America – Columbus School of Law and Ecole de droit français Université d’Orléans. He speaks fluent English and French.

He has broad professional experience in the fuel and energy sector as well as public administration. In 2015–2016, he served as the Deputy Minister of the State Treasury responsible for ownership supervision and legislative processes and a member of the Standing Committee of the Council of Ministers. In 2011–2014, he was associated with Kompania Węglowa S.A. as a Management Board Proxy for Energy Sector Development and the Director of Corporate Affairs at Węglokoks Energia sp. z o.o. In 2007–2008, he was the Vice-President of TAURON Polska Energia S.A. for Group Management.

He holds the position of Associate Professor at the Cracow University of Economics.

As the President of the Management Board, he manages the work of the Management Board, performs the rights and obligations of the employer, and oversees the following areas of the Company’s operations: legal, corporate, strategy, as well as communications and marketing, regulations and international affairs, audit and control, human resources, security and compliance, Compliance Officer, and Social Dialogue Ombudsman.

A graduate of the Warsaw School of Economics, a holder of a postgraduate diploma in Project Management from the Kozmiński University.

He has experience in the area of energy sector’s consolidation and operation, privatization of state-owned utility groups, developing processes associated with the restructuring and strategy building as well as energy entities’ expansion projects.

Since the beginning of his professional career, he has been associated with the energy sector’s entities, holding senior executive and managerial positions. He gained his professional experience working at the Ministry of State Treasury as well as at TAURON and GDF Suez Energia Polska. Recently associated with GDF Suez Energia Polska – Katowice and GDF Suez (Branch Energy Europe), where he was responsible for market analyses and developing the company’s expansion strategy, regulatory management, and M&A projects. He was also involved in developing the sales and marketing expansion strategy in Europe. Since mid-2015, he has been responsible for developing the commercial strategy and the contract for difference related to the nuclear project in Great Britain.

As the Vice-President of the Management Board for Asset Management and Development, he oversees the following areas of the Company’s operations: investment projects, mergers, acquisitions and divestments, asset management, mining asset management, research and development, occupational safety and health, risk, and the OHS Commissioner.

A graduate of the Faculty of Economics of the University of Economics in Katowice. He also completed postgraduate studies at École Supérieure de Commerce Toulouse, where he obtained Mastère Spécialisé en Banque et Ingéniere Financière diploma and the Executive MBA studies at the Kozminski University in Warsaw.

He has professional experience in the field of financial, controlling and accounting process management in industry (power sector, mining, steel industry), as well as in financing of investment projects and international commercial transactions. He was involved in the implementation of the due diligence projects and valuations of many enterprises (using income-based, equity and comparison valuation methods).

From the beginning of his professional career, he was associated with the energy, mining, and steel sector entities, acting in the capacity of the President or the Vice-President of the Management Board and holding senior managerial positions. He gained his professional experience working at BRE Corporate Finance S.A., Huta Cynku Miasteczko Śląskie S.A. and at the Jastrzębska Spółka Węglowa S.A. Group’s subsidiaries. From 2008, acting in the capacity of the Vice-President of the Management Board in charge of the Financial Division at the Jastrzębska Spółka Węglowa Group’s subsidiaries, he was responsible, inter alia, for structuring commercial transactions, implementing the foreign exchange risk hedging policy, financial costs reduction, liquidity management, acquiring funds from the consortium of banks in the form of a bond issue program. He was also involved in the IPO of JSW S.A. (implementation of the International Accounting Standards, modification of the management information system, preparing the IPO prospectus, talks with investors). He held the position of the President of the Management Board at Towarzystwo Finansowe Silesia, where he was involved in the bond issue program for Kompania Węglowa and dealt with the acquisition of debt financing from the consortium of banks.

As the Vice-President of the Management Board for Finance, he oversees the following areas of the Company’s operations: financial management, controlling, accounting and taxes, analyses, purchasing and administration, IT, market operator and trade services, trading, fuel trading, portfolio management, and the Data Protection Officer.

The detailed description of the experience and competences of the members of the Management Board is published on the website.

Changes to the Management Board’s composition

On 21 September 2019, the Supervisory Board dismissed Kamil Kamiński from the Management Board and the function of Vice-President of the Management Board for Customer and Corporate Support.

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