Members of the Supervisory Board are appointed by the General Meeting, while the Supervisory Board appoints members of the Management Board and supervises their work. The Supervisory Board consists of up to ten members.
DUTIES AND RESPONSIBILITIES OF THE SUPERVISORY BOARD
The work of the Supervisory Board is coordinated by the Board Chairman, with the assistance of the Deputy Chairman and the Secretary. In the case of the absence of the Chairman of the Supervisory Board, his duties shall be assumed by the Deputy Chairman of the Supervisory Board. The Board’s specific responsibilities and duties as well as functional procedures are set forth in the Company Statutes and in the Regulations for the Supervisory Board of KGHM Polska Miedź S.A.
Qualifications in the field of accounting or the auditing of financial statements and knowledge and skills in the sector:
- Marek Pietrzak was selected as a member possessing qualifications in the field of accounting or the auditing of financial statements, resulting from his education (among others the title of legal adviser and Executive Master of Business Administration and completion of post-graduate studies in accounting and corporate finance at the SGH Warsaw School of Economics), experience and professional practice (among others supervision and management of commercial law companies).
- Bogusław Szarek was selected as a member possessing knowledge and skills in the sector in which KGHM Polska Miedź S.A. operates resulting from many years of employment (since 1982) in KGHM Polska Miedź S.A. as well as being a member of the Supervisory Board of KGHM Polska Miedź S.A. since 2012, as a Member of the KGHM Polska Miedź S.A. Supervisory Board elected by employees.
The Supervisory Board meets regularly at least once every quarter. During these meetings the Supervisory Board engages in discussions with the Management Board involving matters pertaining to the Company’s strategy and its operational and financial performance.
Though the Board performs its tasks collectively, it delegates some of the work to the Committees appointed by the Supervisory Board. The committees to whom these tasks are delegated are described below:
The scope of tasks of the Committees is set out in the current the Regulations for the Supervisory Board of KGHM Polska Miedź S.A.
The Company remunerates the Members of the Supervisory Board in compliance with the Remuneration Policy adopted on 19 June 2020 by the Ordianry General Meeting of KGHM Polska Miedź S.A.
SUPERVISORY BOARD COMPOSITION
The terms of office of each member of the Supervisory Board is three years. KGHM has a diverse Supervisory Board. It comprises members drawn from a wide range of professional backgrounds.
The names, skills and experience of each member of the supervisory board are shown in our Supervisory Board section.
At present, the following five Members of the Supervisory Board of KGHM Polska Miedź S.A. meet, according to their submitted declarations, the criteria of independence: Andrzej Kisielewicz, Jarosław Janas, Bartosz Piechota, Marek Pietrzak, Agnieszka Winnik-Kalemba.
The criteria for independence are set forth in point II.Z.4. of the document Code of Best Practice for WSE Listed Companies 2016.
The scope of the Management Board’s responsibilities includes all aspects of the Company’s affairs. The Management Board Bylaws set forth the Board’s specific responsibilities and duties as well as functional procedures.
MANAGEMENT BOARD COMPOSITION
The current Management Board is composed of five members.
The names, skills and experience of each member of the Management Board are shown in our Management Board section.
Following is the breakdown of duties within the Management Board of KGHM Polska Miedź S.A.:
The President of the Management Board is responsible for:
- activities related to overall risk management at the corporate level as well as internal auditing and controlling within the Group;
- the preparation, implementation and execution of the Company’s Strategy and Policy of Sustainable Development;
- activities related to comprehensive management of security and preventing losses in the Group;
- corporate supervision standards and compliance with the corporate governance standards adopted by the Company;
- overall corporate oversight over the Group’s subsidiaries in Poland and abroad;
- compliance with formal reporting and publishing obligations within the scope required by law;
- activities related to creating, updating and maintaining the uniformity of the organisation’s internal regulations to maintain consistent operating principles;
- providing organisational and legal services to the Company’s bodies;
- providing legal services to the Company;
- activities related to communications and corporate image-building within the Group;
- the shaping of relations with the Company’s external business environment;
- on the Founder’s behalf – supervision of the functioning of the KGHM Polish Copper Foundation as well as other organisations serving the public, which support achievement of the Group’s business goals;
- internal control;
- the activities of the Data Center (COPI) with respect to:
a) supplying and developing information and communication services required for the proper functioning of the Head Office;
b) the rational utilisation by management of ordered and contracted goods and services; and
- activities related to human resources management.
The Vice President of the Management Board (Finance) is responsible for:
- the shaping of the Group’s financial policy;
- review of the Main Strategy’s projects in terms of their financial feasibility;
- finances in all of the Group’s operations and activities;
- the creation of Group tax policy; and
- the Company’s accounting services.
The Vice President of the Management Board (International Assets) is responsible for:
- the preparation and implementation of strategy for international assets;
- activities related to acquiring and developing the International resource base;
- analysis, assessment and preparation of new international exploration projects;
- preparation of studies and expert opinions concerning international resource base projects;
- coordination of tasks with respect to the plan of the Company’s equity investments in international subsidiaries;
- substantive oversight over the Group’s international production entities, including the creation and execution of their production plans;
- the shaping of the Company’s commercial and logistics policies.
The Vice President of the Management Board (Development) is responsible for:
- advancement of the Company’s R&D policy;
- advancement of the Company’s innovation and intellectual property protection policy;
- coordination of the Company’s investments and development projects;
- the development, updating and monitoring of execution of the Group’s equity investments plan;
- shaping of the Company’s products portfolio;
- initiation, development and implementation of management standards in the process of managing projects and programs;
- acquisition and development of the mining resources base in Poland;
- management of real estate;
- overseeing the Company’s administrative services;
- the work of the Central Procurement Office.
The Vice President of the Management Board (Production) is responsible for:
- the integrated planning and optimisation of the Company’s current production;
- occupational health and safety and control of environmental risks;
- activities with respect to maintaining readiness of the production and non-production assets and achievement of the main goals of the Energy Strategy;
- activities with respect to manufacturing products and development of the primary mine and metallurgical production;
- overseeing activities connected with the implementation, maintenance and improvement of management systems in the Company;
- and integrated supply chain management.
MANAGEMENT BOARD GOVERNANCE
KGHM’s Management Board is statutorily required to meet at least once every month. In practice however, these meetings are usually held once a week. During these meetings, the Management Board discusses, among others, issues related to Company strategy, matters related to risk management, the financial and operational performance of the Company and any other strategic issues concerning the company and its operations. These meetings are convened by the President, or, in his absence, by the Deputy Vice President.
The Company remunerates the Members of the Management Board in compliance with the Remuneration Policy dated 19 June 2020 and the resolutions of the General Meeting.