Management and supervisory bodies

• Audit Committee,
• Strategy and Development Committee,
• Nomination and Remuneration Committee,

• Corporate Governance Committee,
• Corporate Social Responsibility Committee (CSR Committee).

• 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.

• 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.

• 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.

• 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.

• 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.

• Supervising the Company’s implementation of the Corporate Social Responsibility strategy;
• Monitoring corporate management practices for compliance with the ‘Core Values and Standards of Conduct of PKN ORLEN’.

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

Powers and responsibilities of 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.