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GRI Index: G4-34

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Management and supervisory bodies

The activities of the Supervisory Board and its committees and of the Management Board of PKN ORLEN are governed by the Company’s Articles of Association, the Rules of Procedure for the Supervisory Board, the Rules of Procedure for the Management Board as well as generally applicable laws. They are also influenced by the corporate governance principles of the Warsaw Stock Exchange (Code of Best Practice for WSE Listed Companies).

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Supervisory Board

The composition of the Supervisory Board of PKN ORLEN as at January 1st 2015

Angelina Anna Sarota Chairwoman
Leszek Jerzy Pawłowicz Deputy Chairman, Independent Member
Adam Ambrozik Member
Grzegorz Borowiec Member
Artur Gabor Independent Member
Cezary Banasiński Independent Member
Maciej Bałtowski Member
Radosław Leszek Kwaśnicki Member
Cezary Możeński Member

On November 23rd 2015, pursuant to Art. 8.2.1 of the Articles of Association of Polski Koncern Naftowy ORLEN Spółka Akcyjna, the Minister of State Treasury removed Mr Maciej Bałtowski from the Supervisory Board. On the same day, November 23rd 2015, pursuant to Art. 8.2.1 of the Articles of Association of Polski Koncern Naftowy ORLEN Spółka Akcyjna, the Minister of State Treasury appointed Mr Remigiusz Nowakowski to the Supervisory Board.

The composition of the Supervisory Board as at December 31st 2015

Angelina Anna Sarota Chairwoman
Leszek Jerzy Pawłowicz Deputy Chairman, Independent Member
Adam Ambrozik Secretary
Cezary Banasiński Independent Member
Grzegorz Borowiec Member
Artur Gabor Independent Member
Radosław Leszek Kwaśnicki Member
Cezary Możeński Member
Remigiusz Nowakowski Member

On January 28th 2016, pursuant to Art. 8.2.1 of the Articles of Association of Polski Koncern Naftowy ORLEN Spółka Akcyjna, the Minister of State Treasury removed Mr Remigiusz Nowakowski from the Supervisory Board.

Supervisory Board Members removed by the Extraordinary General Meeting of PKN ORLEN held on January 29th 2016

Leszek Jerzy Pawłowicz

Deputy Chairman, Independent Member

Adam Ambrozik Secretary
Cezary Banasiński Independent Member
Grzegorz Borowiec Member
Cezary Możeński Member

Supervisory Board Members appointed by the Extraordinary General Meeting of PKN ORLEN held on January 29th 2016

Mateusz Henryk Bochacik Member
Agnieszka Krzętowska Member
Arkadiusz Siwko Member
Adrian Dworzyński Independent Member
Remigiusz Nowakowski Member

The composition of the Supervisory Board of PKN ORLEN as at January 29th 2016

Angelina Anna Sarota Chairwoman

Leszek Jerzy Pawłowicz

Deputy Chairman, Independent Member 
Radosław Leszek Kwaśnicki Deputy Chairman (since February 8th 2016)
Mateusz Bochacik Secretary (since February 8th 2016)
Artur Gabor Independent Member
Adrian Dworzyński Independent Member
Agnieszka Krzętowska Independent Member (in accordance with a representation of March 22nd 2016)
Remigiusz Nowakowski Member
Arkadiusz Siwko Member

In view of the fact that the term of office of the PKN ORLEN Supervisory Board expires in 2016, the Annual General Meeting held on June 3rd 2016 appointed Supervisory Board members for a new term.

The composition of the Supervisory Board of PKN ORLEN as at June 3rd 2016

Angelina Anna Sarota Chairwoman
Radosław Leszek Kwaśnicki Deputy Chairman (since June 28th 2016)
Mateusz Bochacik Secretary (since June 28th 2016)
Artur Gabor Independent Member
Adrian Dworzyński Independent Member
Agnieszka Krzętowska Independent Member (in accordance with a representation of June 6th 2016)
Remigiusz Nowakowski Member
Wiesław Protasewicz Member

Curricula vitae of the current members of the PKN ORLEN Supervisory Board are available on the Company’s website www.orlen.pl, in the About Us/Supervisory Board section.

Number of men and women on the PKN ORLEN Supervisory Board, reflecting the most recent changes

as at NUMBER OF WOMEN NUMBER OF MEN
Jan 1 2014 1 6
Apr 21 2014 1 5
May 15 2014 –
Dec 31 2015
1 8
Jan 29 2016 2 6
Jun 3 2016 2 6

Powers and responsibilities of the Supervisory Board

The PKN ORLEN Supervisory Board exercises ongoing supervision over all areas of the Company’s activities. Its powers and responsibilities are defined in the Commercial Companies Code and the Company’s Articles of Association. The Supervisory Board takes steps to ensure that the Management Board provides it with regular and exhaustive reports on all matters of importance and risks connected with PKN ORLEN’s business, as well as the manner of managing the risks.

Powers of the Supervisory Board are outlined in the Company’s Articles of Association.

With the highest standards of best practice in mind, and to enable the shareholders to reliably assess the Company’s operations, each year the PKN ORLEN Supervisory Board submits to the Annual General Meeting a report on the Board’s activities in the previous year. As required by the amended Code of Best Practice for WSE Listed Companies, in effect since January 1st 2016, the Supervisory Board’s Report for 2015 comprises:

  • Findings of the assessment of the Directors’ Report on the Company’s operations and the Company’s financial statements for 2015, with respect to their consistency with the relevant accounting records and documents, as well as with the facts;
  • Findings of the assessment of the Directors’ Report on the ORLEN Group’s operations and the ORLEN Group’s consolidated financial statements for 2015;
  • Findings of the assessment of the Management Board’s proposal concerning distribution of the 2015 profit, including the amount of proposed dividend;
  • Assessment of the Company’s standing, including assessment of the internal audit, risk management and compliance systems, and of the internal audit function;
  • Report on the activities of the Supervisory Board, including activities of the Board committees, and the Board’s self-assessment for 2015;
  • Assessment of the Company’s compliance with corporate governance disclosure obligations as specified in the Stock Exchange Rules and legal regulations concerning disclosure of current and periodic information by issuers of securities;
  • Assessment of reasonableness of the Company’s sponsorship, charitable or similar initiatives.

Supervisory Board Committees

The PKN ORLEN Supervisory Board may appoint standing or ad hoc committees, to act as its collective advisory and opinion-forming bodies.

The Supervisory Board has appointed the following standing committees from among its members:

  • Audit Committee,
  • Strategy and Development Committee,
  • Nomination and Remuneration Committee,
  • Corporate Governance Committee,
  • Corporate Social Responsibility Committee (CSR Committee).

The powers of individual committees are defined in detail in the Rules of Procedure for the Supervisory Board, available on the Company’s website www.orlen.pl. The Supervisory Board appoints all its committees from among its members; each committee elects its chairperson.

Audit Committee

The Audit Committee has been established to advise the PKN ORLEN Supervisory Board on proper implementation of the budget and financial reporting as well as internal control standards at the Company and the ORLEN Group, and to collaborate with the Company’s auditors.

Responsibilities of the Audit Committee include in particular:

- Monitoring the work of the Company’s auditors and giving recommendations to the Supervisory Board on appointment and remuneration of the auditors;

- Prior to each audit of the full-year financial statements − discussing the nature and scope of the audit with the Company’s auditors and monitoring the coordination of work between them; reviewing the Company’s interim and full-year separate and consolidated financial statements, with a particular focus on:

  • any changes in accounting standards, policies and practices,
  • key areas of judgement,
  • material post-audit adjustments,
  • going-concern statements,
  • compliance with the applicable accounting laws.

Responsibilities of the Audit Committee further include:

  • Discussing any issues or reservations that may be identified in the course of or arise from the audit of financial statements;
  • Analysing auditors’ letters to the Management Board, the independence and objectivity of the audit, and the Management Board’s response;
  • Giving opinions on annual and long-term budgets;
  • Giving opinions on dividend policy, distribution of profit, and issues of securities;
  • Reviewing the management accounting system;
  • Reviewing the internal control systems, including control mechanisms in the areas of finance, operations, compliance, risk assessment and management;
  • Analysing reports prepared by the Company’s internal auditors and key observations made by other internal analysts, as well as the Management Board’s responses to such observations; also verifying the independence of internal auditors and giving opinions on the Management Board’s plans for hiring and dismissal of individuals in charge of internal audit functions;
  • Annual review of the internal audit schedule, coordination of work of internal and third-party auditors, and review of work conditions of internal auditors;
  • Cooperating with the Company’s audit and control units and periodic assessment of their work;
  • Considering any other matters pertaining to Company audit raised by the Committee or the Supervisory Board;
  • Reporting any material issues related to the Committee’s operations to the Supervisory Board.

Corporate Governance Committee

Responsibilities of the Corporate Governance Committee include:

  • Implementing corporate governance standards;
  • Submitting to the Supervisory Board recommendations on application of corporate governance standards;
  • Giving opinions on corporate governance documents;
  • Assessing reports on compliance with corporate governance standards drafted for the Warsaw Stock Exchange;
  • Giving opinions on proposed amendments to the Company’s corporate documents and drafting such amendments for the Supervisory Board’s own documents;
  • Monitoring Company management procedures in terms of their compliance with legal and regulatory requirements, including the ‘Core Values and Standards of Conduct of PKN ORLEN’ and corporate governance principles.

Strategy and Development Committee

The Strategy and Development Committee’s role is to provide the Supervisory Board with opinions and recommendations regarding any planned investments and divestments with potentially material effect on the Company’s assets.

Responsibilities of the Strategy and Development Committee include in particular:

  • Assessing effects of proposed and actual investments and divestments on the Company’s assets;
  • Assessing any actions, agreements, letters of intent and other documents related to steps taken to acquire, sell, encumber or otherwise dispose of the Company’s material assets
  • Giving opinions on all strategic documents submitted to the Supervisory Board by the Management Board;
  • Giving opinions on the Company development strategies and long-term budgets.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is responsible for supporting the Company’s strategic goals by providing the Supervisory Board with opinions and recommendations regarding the Company’s management structure, including organisational solutions, remuneration schemes and selection of personnel with qualifications relevant to the Company’s success.

Responsibilities of the Nomination and Remuneration Committee include in particular:

  • Initiating and giving opinions on the process of nominating Management Board members;
  • Giving opinions on management solutions proposed by the Management Board, designed to ensure efficient, coherent and secure management of the Company;
  • Periodically reviewing and recommending rules of incentive remuneration schemes for Management Board members and senior management personnel, in line with the Company’s best interest;
  • Periodically reviewing the remuneration system for Management Board members and management personnel reporting directly to Management Board members, including management contracts and incentive schemes, and submitting to the Supervisory Board proposals concerning such contracts and schemes in the context of the Company’s strategic objectives;
  • Submitting to the Supervisory Board opinions on grounds for awarding performance-based remuneration in the context of degree of achievement of the Company’s objectives and targets;
  • Assessing HR management system in place at the Company.

Corporate Social Responsibility Committee

The Corporate Social Responsibility (CSR) Committee is responsible for supporting the Company in pursuing its strategic goals by incorporating social, ethical and environmental objectives in its operations and relations with stakeholders, including employees, customers, shareholders and local community.

Responsibilities of the CSR Committee include in particular:

  • Periodically assessing the Company’s CSR initiatives;
  • Approving annual reports on the Company’s CSR initiatives.

Management Board

Composition of the Management Board as at January 1st 2015

Dariusz Jacek Krawiec CEO, President of the Management Board
Sławomir Jędrzejczyk CFO, Vice President of the Management Board
Piotr Chełmiński Member of the Management Board, Development and Power Generation
Krystian Pater Member of the Management Board, Production
Marek Podstawa Member of the Management Board, Sales

During its meeting held on December 16th 2015, the PKN ORLEN Supervisory Board removed Mr Dariusz Jacek Krawiec from the Management Board and appointed Mr Wojciech Jasiński as President of the Management Board for the joint three-year term of office ending on the date of Annual General Meeting approving the Company’s financial statements for 2016.

Composition of the Management Board as at December 16th and December 31st 2015

Wojciech Jasiński CEO, President of the Management Board
Sławomir Jędrzejczyk CFO, Vice President of the Management Board
Piotr Chełmiński Member of the Management Board, Development and Power Generation
Krystian Pater Member of the Management Board, Production
Marek Podstawa Member of the Management Board, Sales

During its meeting held on February 8th 2016, the PKN ORLEN Supervisory Board removed Mr Marek Podstawa from the Management Board and appointed Mr Mirosław Kochalski as Vice President of the Management Board and Mr Zbigniew Leszczyński as Member of the Management Board for the joint three-year term of office ending on the date of Annual General Meeting approving the Company’s financial statements for 2016.

Composition of the Management Board as at February 8th 2016

Wojciech Jasiński CEO, President of the Management Board
Sławomir Jędrzejczyk CFO, Vice President of the Management Board
Mirosław Kochalski Vice President of the Management Board, Corporate Affairs (since February 12th 2016)
Piotr Chełmiński Member of the Management Board, Development and Power Generation
Zbigniew Leszczyński Member of the Management Board, Sales (since February 12th 2016)
Krystian Pater Member of the Management Board, Production

Curricula vitae of the current members of the PKN ORLEN Management Board are available on the Company’s website www.orlen.pl in the About Us/Management Board section.

Number of men and women on the Management Board of PKN ORLEN, reflecting changes in its composition in the last two years

AS AT NUMBER OF WOMEN NUMBER OF MEN
Jan 1 2014 0 5
Sep 24 2014 0 6
Sep 26 2014 0 5
Dec 31 2014 0 5
Jan 1 2015 0 5
Dec 16 2015 0 5
Dec 31 2015 0 5
Feb 8 2016 0 6

Division of powers and responsibilities within the Company’s Management Board

Division of powers and responsibilities within the Company’s Management Board

Rules of operation of the Management Board

The key objective of the PKN ORLEN Management Board is to pursue the Company’s principal objective defined as increasing the value of assets entrusted to the Company by its shareholders, with due respect for the rights and interests of entities other than the shareholders, involved in the Company’s operations, including in particular the Company’s creditors and employees. The Management Board ensures the transparency and effectiveness of the enterprise management system, as well as compliance of PKN ORLEN’s business with applicable laws and good practice.

Powers and responsibilities of the Management Board

The Management Board has authority over all matters at PKN ORLEN which are not reserved for other governing bodies of the Company under the Commercial Companies Code or the Articles of Association. All Management Board Members are obliged and authorized to manage the Company’s affairs.

All matters falling outside the scope of the ordinary course of business require a resolution by the Management Board. However, the Management Board’s approval is not required for actions taken as part of another action already approved by the Management Board, unless the Management Board resolution requires otherwise. Ordinary course of business covers all activities pertaining to trade in fuels as defined in the Articles of Association (i.e. crude oil, petroleum products, bio-components, biofuels and other fuels, including natural gas, industrial gas and fuel gas) or energy, and all other activities not specified in the Rules of Procedure for the Management Board.

The following matters require a resolution by the Management Board:

  • Adopting and amending the Rules of Procedure for the Management Board;
  • Adopting and amending the Organisational Rules of PKN ORLEN;
  • Accepting requests addressed to the Supervisory Board or General Meeting, including in particular requests for consent to execution of specific actions, giving opinions, assessment or approval, where such are required under generally applicable laws or the Company’s Articles of Association;
  • Convening General Meetings and adopting proposed agenda for each General Meeting;
  • Adopting annual and long-term budgets, and development strategies for the Company;
  • Granting consent for implementation of investment projects and for assuming related liabilities if these involve expenditure or charges exceeding PLN 10,000,000;
  • Contracting liabilities, disposing of property rights and encumbering the Company’s assets in any way, where the value of such transaction exceeds PLN 20,000,000 (certain exceptions apply);
  • Selling and purchasing real property, right of perpetual usufruct or an interest in real property, and establishing limited rights in property;
  • Selling, purchasing or encumbering shares or other ownership interests held by the Company in other entities, including shares of listed companies;
  • Issuing Company securities;
  • Adopting the Directors’ Report on the Company’s operations, the Company’s full-year, half-year and quarterly financial statements, and the ORLEN Group’s full-year, half-year and quarterly financial statements;
  • Adopting and amending the remuneration system for the Company’s employees; making decisions concerning rules of incentive schemes and implementation of such schemes;
  • Executing, amending and terminating Collective Bargaining Agreements and other agreements with trade unions;
  • Defining rules for grant and withdrawal of powers of attorney;
  • Defining rules of the Company’s donation policy;
  • Granting commercial powers of attorney;
  • Specifying powers and responsibilities of individual Management Board members;
  • Formation of a plant/office abroad;
  • Other matters if at least one member of the Management Board has demanded that the matter be settled by way of the Management Board’s resolution;
  • Adopting decisions on payment of interim dividend.

The Management Board is obliged to provide regular and exhaustive information to the Supervisory Board on all matters of importance and risks connected with the business of PKN ORLEN, as well as the manner of managing such risks. The Management Board is also obliged to prepare and adopt the Company’s annual and long-term budgets and development strategies, whose form, scope and submission dates are defined by the Supervisory Board. In addition, the PKN ORLEN Management Board is obliged to prepare and present to the Supervisory Board full-year financial statements of PKN ORLEN and full-year financial statements of the ORLEN Group for the previous financial year.

See also

Shares and shareholding structureThe ORLEN Group and its environment

see more

Pillars and strategic assumptionsOur ORLEN Strategy

see more

Summary of CSR strategy implementation in 2015Responsible company

see more

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