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 By-Laws of the Management Board of TAURON Polska Energia S.A. with its registered office in Katowice. 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.
The meetings of the Management Board are convened by the President of the Management Board or a Vice-President of the Management Board designated thereby. The meetings of the Management Board are also convened on the motion of the majority of Vice-Presidents of the Management Board as well as on the motion of the Chairperson of the Supervisory Board. The meetings are held at the Company’s registered office on the date set by the person that convened the meeting. In justified cases the meetings of the Management Board may be held outside the Company’s registered office. The President of the Management Board or a Vice-President of the Management Board designated thereby chair the meetings of the Management Board.
The 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.
The Management Board may pass resolutions by voting in writing or using means of direct remote communications. Voting in accordance with the above procedures is ordered by the President of the Management Board or a Vice-President of the Management Board designated thereby, including setting the deadline for casting votes by the Members of the Management Board. Submission of a dissenting opinion is allowed. 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 division, among the Members of the Management Board, of the tasks and responsibilities for the individual areas of the Company’s operations, as defined in the Organizational Regulations of TAURON Polska Energia S.A. and including the independent work positions as well as the organizational units reporting directly to the Executive Directors, whose work is managed (supervised) by the Members of the Company’s Management Board, is defined by the Company’s Management Board Resolution No. 351/V/2020 of November 3, 2020 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. that replaced the Company’s Management Board Resolution No. 397/V/2019 of November 13, 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.
RULES ON APPOINTING AND DISMISSING THE MEMBERS OF THE MANAGEMENT BOARD
Management Board of the Company is composed of 1 to 6 persons, including the President and Vice-Presidents.
Members of the Management Board are appointed and dismissed by the Company’s Supervisory Board for a common term of office lasting 3 years, except for the 1st term that lasted 2 years. Each of the Members of the Management Board can be dismissed or suspended in office by the Company’s Supervisory Board or the GM.
In order to recruit a person with whom an agreement on providing the management services at the Company, the Company’s Supervisory Board announces a 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 Company’s Management Board must meet the requirements set forth in § 16, clauses 3 and 4 of the Company’s Articles of Association. The announcement of the qualification process is published on the Company’s web site and in the Public Information Bulletin of the Minister competent to exercise the rights related to the State Treasury’s shares. The Company notifies the shareholders of the results of the qualification procedure.
COMPETENCE OF THE MANAGEMENT BOARD
Management Board conducts the Company’s affairs and represent 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 GM or the Supervisory Board, are within the scope of competence of the Company’s Management Board.
In accordance with the Company’s Articles of Association, all issues which go beyond the regular scope of the Company’s activities require a resolution of the Company’s Management Board, in particular:
- Company’s Management Board by-laws,
- Company’s enterprise organizational regulations,
- establishment and liquidation of branches,
- appointment of a proxy,
- taking on credits and loans,
- approving annual material and financial plans of the Company and of the Capital Group as well as the Capital Group’s Corporate Strategy,
- assuming contingent liabilities within the meaning of the Act of September 29, 1994 on accounting, including granting guaranties and sureties by the Company as well as issuing bills of exchange, subject to § 20 clause 2 items 3 and 4 of the Company’s Articles of Association,
- making donations, cancelling interest or releasing from debt, subject to § 20 clause 2 items 12 and 13 of the Company’s Articles of Association,
- purchase of real estate, perpetual usufruct or shares in real estate or in perpetual usufruct, subject to § 20 clause 2 item 1 of the Company’s Articles of Association,
- 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 40,000, subject to the provisions of § 20 clause 2 item 1 of the Company’s Articles of Association,
- 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 40,000, subject to the provisions of § 20 clause 2 item 2 of the Company’s Articles of Association,
- defining the way, the voting right will be exercised at the GM or SM of companies in which the company holds shares, on matters within the scope of competence of the GM or the SM of such companies, subject to the provisions of § 20 clause 4 items 9 and 10 of the Company’s Articles of Association,
- rules of conducting sponsoring activities,
- adoption of the annual plan of sponsoring activities,
- matters which the Company’s Management Board refers to the Company’s Supervisory Board or the Company’s GM for review.
COMPOSITION OF THE MANAGEMENT BOARD
The current 6th term of office of the Company’s Management Board began its run on July 15, 2020.
In accordance with the Company’s Articles of Association the common term of office shall last 3 years.
The composition of the Company’s Management Board as of December 31, 2020:
- Wojciech Ignacok – President of the Management Board,
- Jerzy Topolski – Vice-President of the Management Board for Asset Management,
- Marek Wadowski – Vice-President of the Management Board for Finance.
The composition of the Company’s Management Board as of the date of drawing up this report:
1. PAWEŁ STRĄCZYŃSKI - President of the Management Board
A graduate of the Wrocław University of Economics and Business, the Faculty of National Economy, major: finance and banking, and also completed the Master of Business Administration – Executive MBA studies, specializing in business management.
From February 2020 until the end of March 2021, Mr. Paweł Strączyński had held position of the Vice-President of the Management Board for Finance at PGE Polska Grupa Energetyczna S.A. From November 2018 until February 2020, he had been the Vice-President of the Management Board of Zespół Elektrociepłowni Wrocławskich KOGENERACJA S.A. (a subsidiary of the PGE Energia Ciepła S.A. group). From April 2018 until January 2019, he had held the position of the Vice-President of the Management Board of ZOWER Sp. z o.o. (a subsidiary of the PGE Energia Ciepła S.A. group). From February 2017 until April 2018, he had been a Member of the Management Board of PGNiG Termika Energetyka Przemysłowa S.A., and from May 2016 until September 2017, he had held the position of a Member of the Management Board of Przedsiębiorstwo Energetyki Cieplnej S.A. in Jastrzębie-Zdrój. From July 2014 until May 2016, he had been a Member of the Management Board for Finance at Polska Grupa Biogazowa S.A. From February 2010 until December 2012, he had held the position of a Member of the Management Board, the Administrative and Financial Director at PROTEKTOR S.A. In the years 2005-2010, he had held the position of the Financial Director and the Proxy at the Steinpol Group, and from December 2002 until July 2005, he had been the Chief Accountant at ASP Polska sp.z o.o.
2. JERZY TOPOLSKI - Vice-President of the Management Board for Asset Management
A graduate of the Faculty of Electrical Engineering, Automatics and Electronics of the AGH University of Science and Technology in Cracow. He also completed the postgraduate studies in the field of energy enterprise management and new techniques in power engineering management. He has professional experience with respect to the operations of the power sector, including management of the development of the distribution grid and the provision of electricity distribution services. He was involved in setting up the organization of the electricity market in Poland.
From the beginning of his professional career, he had been associated with the energy industry and TAURON Group or its legal predecessors, i.e. ENION S.A. and Zakład Energetyczny Kraków S.A. Since 2016, he was the Vice-President of the Management Board for Operator at TAURON Dystrybucja S.A. (Issuer’s subsidiary), where he was responsible, among others, for the development of the distribution grid, provision of electricity distribution services, metering and grid operation management. In addition to the above-mentioned position, in 2016 he was the Director of TAURON Dystrybucja S.A. Cracow and Tarnów branches. In 2015-2016 he had worked as a coordinator and had been responsible, among others, for customer service quality. From 2013 to 2014 he had been the chief specialist, and in 2011-2012 he had been the head of the Office of Tariffs and the Energy Regulatory Office (URE) Relations. In 2010-2011 he had been holding the position of the Director of the Tariff Department at ENION S.A. and had been responsible in particular for regulated revenue management. In 2007-2010 he had been the Director of the Distribution Services Department and had been responsible for ensuring profitability of the distribution services sales. From 2005 to 2007, he had been the President of the Management Board, in 2004-2005 – a Member of the Management Board for Trading, and until 2004 – a Member of the Management Board and the Director of Energy Trading. In 1989-2000 he had been holding the following positions at Zakład Energetyczny Kraków S.A.: the director of the high voltage region; deputy head of the high voltage region for technical affairs as well as the grid foreman and engineer.
CHANGES TO THE COMPOSITION OF THE COMPANY’S MANAGEMENT BOARD IN 2020 AND BY THE DATE OF DRAWING UP THIS REPORT
As of January 1, 2020, the Management Board of the 5th common term of office was composed of the following persons: Filip Grzegorczyk (President of the Management Board), Jarosław Broda (Vice-President of the Management Board for Asset Management and Development) and Marek Wadowski (Vice-President of the Management Board for Finance).
The Company’s Supervisory Board dismissed all Members of the Company’s Management Board of the 5th common term of office on July 14, 2020, effective as of the end of the day and appointed, as of July 15, 2020, Wojciech Ignacok, Jerzy Topolski and Marek Wadowski to be the Members of the Company’s Management Board of the 6th common term of office.
On February 19, 2021, Wojciech Ignacok submitted a statement of resignation, as of February 28, 2021, from the position of the President of the Company’s Management Board of the 6th common term of office for health reasons.
On February 24, 2021, the Company’s Supervisory Board entrusted Marek Wadowski with the duties of the President of the Company’s Management Board from March 1, 2021, until the appointment of the Company’s President of the Management Board.
On April 1, 2021, the Company’s Supervisory Board appointed Paweł Strączyński to the Management Board of the 6th common term of office and entrusted him with the function of President of the Company’s Management Board.
On May 13, 2021, Marek Wadowski tendered his resignation from the Company’s Management Board and thus from performing the function of Vice-President of the Management Board for Finance with effect on May 17, 2021.
SEE ALSO:
By-Laws of the Management Board of TAURON Polska Energia S.A.