Role and responsibilities
The Supervisory Board meets at least once per quarter and is responsible for the appointment and remuneration of the Management Board, the selection of the company’s independent auditors and the supervision of company business. As part of this process, it examines the company’s strategic plans and annual budget and monitors the company’s operating and financial performance.
Though the Board performs its tasks collectively, it delegates some of the work. The persons and committees to whom these tasks are delegated are described below:
- The Audit Committee (page 79 of The Management Board’s Report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2016)
- The Remuneration Committee (page 80 of The Management Board’s Report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2016)
- The Strategy Committee (page 80 of The Management Board’s Report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2016)
The Board is ultimately accountable to KGHM's shareholders for the performance of the business.
Supervisory Board composition
The current Supervisory Board is composed of nine members.
The terms of office of each member of the Supervisory Board is three years and their remuneration is determined by the General Meeting of Shareholders.
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 six Members of the Supervisory Board of KGHM Polska Miedź S.A. meet, according to their submitted declarations, the criteria of independence: Agnieszka Winnik – Kalemba, Janusz Marcin Kowalski, Marek Pietrzak, Jarosław Janas, Bartosz Piechota and Andrzej Kisielewicz.
The criteria for independence are set forth in point II.Z.4. of the document Code of Best Practice for WSE Listed Companies 2016.
Supervisory Board governance
The work of the Board is coordinated by the Board Chairman, with the assistance of the Board Secretary. In the case of the absence of the Chairman of the Supervisory Board, his duties shall be assumed by the Deputy Chairman. The Supervisory Board Bylaws set forth the Board’s specific responsibilities and duties as well as functional procedures. This document is available at the link Supervisory Board Bylaws.
The Supervisory Board meets regularly at least once every quarter. It holds regular discussions with the management board on the KGHM’s strategy, financial and operational performance.
Breakdown of positions on the Supervisory Board by gender over the last two years:
|As at||Number of women||Number of men|