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Operation and powers of the Board

The Supervisory Board acts pursuant to the rules defined in the Polish Code of Commercial Companies, the Articles of the Company and the Regulations of the Supervisory Board.

Regulations of the Supervisory Board were adopted by the resolution of the Supervisory and are available on the Company website at in  Company / Corporate Documents.

The Supervisory Board exercises permanent supervision over all areas of the activities of the Company and gives opinion on all matters referred by the Management Board to the General Meeting for consideration.

The Supervisory Board exercises its duties collectively. It may, however, delegate its members to individually perform certain acts of supervision.

The powers of the Supervisory Board include: 

  1. evaluating the annual Management reports on the Company operations and the financial statements for the previous financial year, for their conformity with books and documents as well as with the actual state of affairs and the Management Board’s proposals concerning distribution of profit or covering of a loss, also submitting annually to the General Meeting a written report of the outcome of the evaluation,
  2. preparation and submitting to the General Meeting of:
    1. an assessment of the Company’s standing including an assessment of the internal control, risk management and compliance systems and the internal audit function; such assessment shall cover all significant controls, in particular financial reporting and operational controls,
    2. a report on the activity of the Supervisory Board containing at least the following information:
      • composition of the Board and its Committees,
      • supervisory board members’ fulfilment of the independence criteria,
      • number of meetings of the supervisory board and its committees in the reporting period,
      • self-assessment of the supervisory board;
    3. an assessment of the Company’s compliance with the disclosure obligations concerning compliance with the corporate governance principles defined in Best Practice of GPW Listied Companies 2016 and the regulations on current and periodic reports published by issuers of securities,
    4. an assessment of the rationality of the Company’s policy referred to in recommendation I.R.2 of the Best Practice (i.e. sponsoring, charity or similar activity) or information about the absence of such policy.
  3. consideration and approval of issues to be the subject of resolution of the General Meeting,
  4. appointment and removal of members of the Management Board,
  5. suspending in duties, for important reasons, a member of the Management Board or the entire Management Board,
  6. delegating a member or members of the Supervisory Board to temporarily perform the duties of the members of the Management Board who were dismissed or resigned or are not capable of performing their duties for other reasons,
  7. approval of the Regulations of the Management Board and Regulations of the Supervisory Board,
  8. approval of annual budgets and strategic plans of the Company,
  9. giving consent for:
    1. contracting liabilities by the Company or expenditure related to a single transaction or a series of related transactions which exceed the equivalent of USD 100 000 (one hundred thousand) valid as per average USD exchange rate announced by the National Bank of Poland on the day preceding the day in which the Management Board applied to the Supervisory Board for the approval, if the expenditure had not been provided by the approved budget and surpassed ordinary management,
    2. acquisition and disposal of shares in other companies,
    3. joining other legal persons and disposal of assets of the Company, which value exceeds 10% (ten per cent) of the net value of tangible fixed assets, excluding stock circulated within the normal operation,
    4. taking loans or credits with over one year maturity, which were not included in the approved budget, other than trade credits arising from the normal business operation,
    5. extending guarantees or sureties not provided in the approved budget and encumbrance of the Company assets not provided for in the budget,
    6. entering into contracts by persons next of kin to the members of the Management Board or in any ways related to them in every case, and with employees of the Company who directly report to the members of the Management Board in case of a single contract or a series of related contracts for the value exceeding the equivalent of USD 10 000 (ten thousand) valid as per average USD exchange rate announced by the National Bank of Poland on that day,
    7. employing (against employment contracts or civil law contracts) counsellors, and other persons external for the Company, particularly as consultants, lawyers, agents, if the annual, total costs of engaging the above persons, not provided for in the budget could exceed the equivalent of USD 100 000 (one hundred thousand) valid as per average USD exchange rate announced by the National Bank of Poland on the day preceding the day in which the Management Board applied to the Supervisory Board for approval,
    8. payment of advance dividend,
    9. purchase or disposal of real property, perpetual usufructuary right or a share in the real property, with the exclusion of cases when performance of such legal transaction is necessary to fulfil the requirements of tender specifications and execution of a contract awarded in the tender procedure if performance of the said legal transaction is required by the contract in order to complete the project.
    10. as long as the Company remains a listed company and subject to Article 17.2.11 of the Company Articles of Association – giving consent to concluding by the company a significant agreements with a shareholder holding 5% or more votes in the Company or with an entity being a related party to the Company as defined in the international reporting standards (adopted pursuant to Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards). A consent is not required for typical arm’s length transactions entered into within the operating activity of the Company with the entities included in the Group,
    11. granting a commercial proxy,
  10. selection of a certified auditor to audit the financial statements, based on the recommendation of the Audit Committee. If the decision on selection of the auditing company made by the Supervisory Board differs from the Audit Committee’s recommendation, the Supervisory Board shall, within 14 days after taking the decision, provides a justification of non-compliance with the Audit Committee’s recommendation and submits the justification to the General Meeting. The justification shall be submitted to the nearest General Meeting,
  11. representing the Company in contracts made between the Company and the members of the Management Board, as well as in disputes with them,
  12. establishing remuneration for the members of the Management Board.

The Chair of the Supervisory Board shall convene and preside at the Board’s meetings and lead the activities of the Board. The Chairperson may, for the period not longer than six months, entrust his functions to his deputy. If both Chair and Vice Chair of the Supervisory Board are not present at a meeting, the meeting is chaired by the eldest of the Members present at the meeting.

Meetings of the Supervisory Board must be convened at least once in a quarter of the year.
Meetings shall take place in the Company headquarters or any other place indicated by the Chairperson subject to the consent by the other Members of the Supervisory Board.
The Chair of the Supervisory Board convenes a meeting on his own initiative, upon a written motion by a member of the Board or upon a motion of the Management Board, in which an agenda has been proposed. A meeting shall be convened within the period not longer than 14 (fourteen) days since the motion has been submitted to the Chairperson.
A notice of a meeting announced by Chairperson shall include the date, place and agenda of the meeting.
If the Chairperson does not convene a meeting within 14 days, the person who put forward the motion may convene it himself, specifying the date, place and the proposed agenda.
Meetings of the Supervisory Board shall be convened by means of a registered letter or a letter delivered by courier service, sent not later than 7 (seven) days before the planned meeting.
A meeting can be held without a formal convocation, if all members of the Board agree to it and confirm their approval in writing or sign the attendance list.
Resolutions in matters not included in the agenda cannot be adopted unless all members of the Board attend the meeting and none of them raises an objection.
The Supervisory Board shall adopt resolutions if at least half of the members attend the meeting and all members have been invited. A member of the Supervisory Board can participate in adopting a resolution by casting his vote in writing through another member of the Board; this does not apply to voting on items put on the agenda during the meeting of the Supervisory Board.
Resolutions of the Supervisory Board may be adopted in writing or through means of distance communication if all members have been notified of the contents of the draft resolution. Then it is assumed that the place of meeting and the minutes of the meeting is the place of stay of Chairperson or Vice-Chairperson of the Supervisory Board, whoever presides the meeting. Date of signing by Chairperson or his deputy is the date of the resolution. The place of the meeting and drafting the minutes, and the date of adopting a resolution shall be indicated in a resolution.
The means of distance communication shall not be used for voting on appointment or removal of Chair or Vice Chair of the Supervisory Board or Member of the Management Board, or suspending them from their duties.
Upon invitation by the Supervisory Board, Members of the Management Board shall participate in the meetings of the Supervisory Board, except a case of absence, unless the meetings have been convened to discuss matters directly related to the Management Board or its members, particularly concerning their removal, holding them responsible in any issues, or establishing remuneration for them. Members of the Management Board and other persons shall be invited by Chairperson through electronic mail or by means of distance communication.

A member of the Supervisory Board may apply to Chairperson to invite the Management Board members or other persons to the Supervisory Board meeting.
Other employees of the Company or any other persons, as required for the discussed issue, can be invited to the meeting.

Resolutions of the Supervisory Board shall be adopted by an absolute majority of votes.

A member of the Supervisory Board cannot vote on the resolution concerning the matter in which there is or may be a conflict of interests between him and the Company. He is obliged to inform other members of the Board about the conflict or possibility of such a conflict.
In the case of a tied vote, Chairperson of the Supervisory Board shall have a casting vote.

Resolutions shall be signed by Chairperson of the Board, or his deputy in his absence.
Voting shall be open. A secret ballot shall be ordered in case of election of a Management Board Member or motions to remove or suspend him in his duties or to hold him liable, and voting on other personal matters. In other matters, a secret ballot shall be ordered at the request of at least one of the members of the Board.
Minutes of the Supervisory Board meetings shall be drawn up.
The minutes shall be approved during the subsequent meeting of the Board.
Should the Management Board fail to convene the Annual General Meeting in the time required by law, the Supervisory Board may convene it. An Extraordinary General Meeting may be convened if the Supervisory Board deems it necessary.
The Chairperson of the Supervisory Board or any three members of the Board can request, in writing, to convene an Extraordinary General Meeting and to include issues proposed by them in the agenda of the nearest General Meeting.
The Chairperson of the Supervisory Board or a person appointed by him shall open the General Meeting; then the chair of the General Meeting is elected from among persons eligible to vote.
The member of the Supervisory Board delegated to permanently perform acts of supervision shall provide the Board with detailed reports from the performed function.

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