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:
- 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.