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:
The qualifications of the Audit Committee’s Members in the areas of accounting or the auditing of financial statements, as well as knowledge and skills in the sector in which KGHM Polska Miedź S.A. operates, resulted from the education, experience and professional practice of the Audit Committee’s Members. Following is detailed information on their qualifications in the areas of accounting or the auditing of financial statements as well as their knowledge and skills in the sector in which KGHM Polska Miedź S.A. operates.
- 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.
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Dominik Januszewski has been selected as a Member of the Audit Committee by virtue of his knowledge and skills in accounting and auditing financial statements. Compliance with the requirements concerning the knowledge and skills pertaining to accounting and auditing financial statements was validated by means of verifying appropriate documents concerning education and work experience. In 1994, Dominik Januszewski graduated from the Faculty of Economics and Sociology of the University of Łódź, where he studied Finance and Accounting. Since 2021, he has been a qualified certified auditor.
Between 1994 and 2002 Dominik Januszewski worked at Arthur Andersen Polska, first as a consultant in the financial institution audit department before moving on to become a Manager responsible for auditing financial statements. In 2002, he joined Ernst & Young Polska as a Senior Manager in the audit department of financial institutions. In the years 2005-2019, he was a Partner at Ernst & Young Polska and during this period, among others in years 2007-2015, he served as a leader of the audit department of financial institutions at Ernst & Young Polska.
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 5 July 2024 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.
INDEPENDENT MEMBERS
Pursuant to the declarations submitted, the following current members of the Supervisory Board of KGHM Polska Miedź S.A. meet the criteria for independence set forth in the Act dated 11 May 2017 on Auditors, Audit Firms and Public Supervision: Tadeusz Kocowski, Dominik Januszewski, Marian Noga, Piotr Prugar and Zbysław Dobrowolski.
Pursuant to the declarations submitted, the following current members of the Supervisory Board of KGHM Polska Miedź S.A. have no actual or material ties to a shareholder holding at least 5% of the total number of votes in the Company (principle 2.3. of Best Practice for GPW Listed Companies 2021): Tadeusz Kocowski, Aleksander Cieśliński, Dominik Januszewski, Marian Noga, Piotr Prugar and Zbysław Dobrowolski.
The criteria for independence are set forth in point 2.3. of the document Code of Best Practice for WSE Listed Companies 2021.
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 Management Board is composed of six members.
The names, skills and experience of each member of the Management Board are shown in our Management Board section.
Minutes of the Supervisory Board from the qualification proceedings of 6th August 2024
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;
- activities related to comprehensive management of security and preventing losses in the Group;
- the application of the adopted corporate governance principles in the Company;
- activities related to the development and preparation for implementation of solutions as regards organization and management in the Company, including designing and developing the Company’s organizational structure;
- providing organizational services to the Company’s bodies;
- activities related to communications and corporate image-building within the Group;
- the shaping of relations with the Company’s external business environment;
- activities related to human resources management;
- the activities of the Data Center (COPI) with respect to supplying and developing information and communication services required for the proper functioning of the Company and the subsidiaries of the Group;
- overseeing the Company's administrative services.
The Vice President of the Management Board (Development) is responsible for:
- coordination of the process of preparation, implementation and monitoring of the Company’s Strategy;
- advancement of the Company’s R&D policy;
- advancement of the Company’s innovation and intellectual property protection policy;
- advancement of the Company’s investment policy;
- acquisition and development of the mining resources base in Poland;
- advancement of the real estate management policy;
- development of the mining structure;
- development of the production lines.
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 as regards international resource base projects;
- coordination of tasks with respect to the Company’s equity investments plan as regards international subsidiaries;
- substantive oversight over the Group’s international production entities, including the creation and execution of their production plans;
- the identification of international mining projects with the potential to provide development opportunities for the Company;
- corporate oversight over the Group’s international subsidiaries.
The Vice President of the Management Board (Finance) is responsible for:
- the shaping of the Group’s financial policy;
- the review of the Strategy’s projects in terms of their financial feasibility;
- finances in all of the Group’s operations and activities;
- the creation of the Group tax policy;
- the Company’s accounting services;
- compliance with formal reporting and publishing obligations within the scope required by law;
- activities related to building and maintaining relations with investors on the Polish and international market;
- activities related to the development projects in the field of energy;
- the shaping of the Company’s commercial and logistics policy;
- the implementation and execution of obligations related to the area of ESG within the Group.
The Vice President of the Management Board (Corporate Affairs) is responsible for:
- corporate supervision standards;
- overall corporate oversight over the Group’s subsidiaries in Poland;
- activities related to creating, updating and maintaining the uniformity of the organisation’s internal regulations to maintain consistent operating principles;
- ensuring legal services to the statutory bodies of the Company;
- ensuring legal services to the Company and its Divisions;
- coordination of procurement processes in the Group;
- the shaping of relations with the industry and regulatory 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.
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 the 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 the development of mine and metallurgical production;
- overseeing activities connected with the implementation, maintenance and improvement of management systems in the Company;
- 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 5 July 2024 and the resolutions of the General Meeting.