Share with friendThis report was prepared on the basis of § 29. 5 Rules of the Stock Exchange in Warsaw and Resolution 12/1170/2007 of the Stock Exchange on 4 July 2007, 17/1249/2010 dated 19 May 2010, and Resolutions 1013/2007, 1014/2007 of 11 December 2007, 718/2009 dated 16 December 2009 WSE Management Board and in accordance with § 91.ust. 5 pts 4) Council of Ministers on current and periodic reports from February 19, 2009 (Dz.U.2009.33.259).
Corporate Governance Statement
1. CORPORATE GOVERNANCE RULES
Since the beginning obligate of the rules of Corporate Governance Management Board Budopol Wroclaw S.A. declared complied these rules and made every effort to recommendations and the rules of Corporate Governance can be applied as widely as possible.
Budopol Wrocław S.A. adopted to use new principles of Corporate Governance set out in the "Code of Best Practice for WSE Listed Companies" introduced by the resolution of Supervisory Board Stock Exchange in Warsaw No 12/1170/2007 from 4 July 2007. Management Board Budopol Wrocław S.A. - in accordance with written rules in force - prepared Corporate Governance Report, which included records contained in Resolution No. 1013/2007 of 11 December 2007, of the Stock Exchange in Warsaw, also referred to the rules in force in 2007 (that is, Best Practices in Public Companies 2005). Corporate Governance Report for 2008 was included in the Annual Report for 2008 and released to the public information and published on website. Corporate Governance Report for 2009 included records contained in Regulation about information obligations and the Resolution of the Stock Exchange dated 16 December 2009, No. 718/2009 on the submission by companies listed on Stock Exchange of reports about use of rules Corporate Governance. After the introduction of Regulation amendments about information obligations on 15 March 2009 and the revised of the Code of Commercial Companies, on 3 August 2009, some records of the principles included in the law. Updated "Code of Best Practice for WSE Listed Companies", made by the Stock Exchange Board, was reflected in Resolution No. 17/1249/2010 dated 19 May 2010. Corporate Governance Report 2010 Budopol - Wrocław S.A. is a separate document included to the Annual Report for 2010. Accounted the rules resulting of the Stock Exchange resolutions No. 12/1170/2007 valid until 31 June 2010 and No. 17/1249/2010 valid since 1 July 2010.
All information relating to Corporate Governance are published on the Company’s website at www.budopol.wroc.pl
2. APPLICATION OF THE CORPORATE GOVERNANCE RULES BY BUDOPOL WROCŁAW S.A.
The Company’s Management Board hereby represents that in 2010 the Company complied with Corporate Governance rules contained in the document “Code of Best Practice for WSE Listed Companies”. The rules covered parts from I to IV are subject to the annual reports of the proceedings in compliance with the rules. From
1 July 2010, obligate the revised rules of corporate governance introduced by Resolution No. 17/1249/2010 dated 19 May 2010.
Budopol - Wrocław S.A. carries a clear and accurate information policy. Working with respect for the law and good practice. In activities is guided by the legitimate interests of Shareholders. Budopol - Wrocław S.A. prepares and publishes the current and periodic reports by posting them on his website in polish and english. Budopol - Wrocław S.A. makes every effort to ensure to communication with financial market participants was based on the principles of equal access to information and high quality substantive, and any person or institution interested in information should be treated with equal concern and commitment. The basic principle of the provision of information to ensure equal access to accurate, reliable and current information about Budopol - Wrocław S.A. and Capital Group, in accordance with the rules and regulations in force listed companies.
Budopol - Wrocław S.A. fully implements and respect of section 9 of Good practice recommendation relating to ensuring a balanced participation of men and women in the exercise of management function and supervision of enterprises. The company has always pursued a policy of appointment in the composition of the bodies of persons competent, creative, with relevant professional experience and education. Other factors, including the sex of the person are not a determinant in this respect. Currently, on the Three-person Management Board of Budopol - Wrocław S.A. is one woman - Member of the Management Board Marzanna Adamska - Financial Director of the Company. Mrs. Luiza Berg is a member of the Six-person Supervisory Board.
Budopol - Wroclaw S.A. leads a corporate website in two languages English and Polish at www.budopol.wroc.pl. Obligatory text is in Polish. The website contains basic corporate documents of the Company: Statut, Regulations of General Shareholders' Meeting, Regulations of The Managemant Board of the company and Regulations of the Audit Committee. The website also includes biographies of the members of the Management Board and Supervisory Board members. Biographies of newly appointed members of the supervisory authorities and managers are posted regularly on the website Company.
In Budopol Wroclaw S.A. obligate Regulations of the Supervisory Board, the Supervisory Board Committees, Management Board and the Regulations of the General Meeting. The Supervisory Board members have the relevant education and experience in business management. The Supervisory Board considers and issues opinions all matters of the Meeting in accordance with their competence.
The Supervisory Board at Meeting on 10 April 2010 considered the materials subject to the Annual General Meeting convened on 26 April 2010. Announcement, draft resolutions with justifications and annexes to the resolutions, were made available in the form of current reports and on the website.
Supervisory Board Budopol Wroclaw S.A. prepared a report on its activities for the year 2009 with the report of the work of the Audit Committee.
The report also included sections on:
> review the work of the Supervisory Board,
> brief assessment of the Company,
> assessment of the internal control system,
> assessment of the risk management system relevant to the Company
Report on the activities of the Supervisory Board for 2009, with materials for the General Meeting, was approved by the Supervisory Board at meeting on 10 April 2010 and presented to the Annual General Meeting on 26 April 2010. At least one member of the Supervisory Board attending on the General Meeting of Shareholders, in the team who can provide substantive answers to Shareholders. Participation members of the Supervisory Board on General Meeting determines the Regulations of the General Meeting.
3. DESCRIPTION OF THE BASIC FEATURES USED IN INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT
Budopol Wrocław S.A. has an effective internal control system in place, well suited to the Company’s needs, that ensures efficient and reliable flow of financial data and other information between individual organisational units.
The Company's internal control and risk management systems are multi-tier systems. The key role is reserved for the Company’s supreme bodies, i.e. the Management Board and Supervisory Board. Chairperson of the Audit Committee shall present to the Supervisory Board the assessment of the Company’s risk management system and actions taken by the Management Board in this area.
The Audit Committee shall be responsible for the monitoring of the Company’s financial reporting and risk management systems and processes, as well as control of the accuracy of financial data provided by the Company, including mainly the reliability and consistency of the accounting principles adopted by the Company, as well as the criteria of consolidation of its financial statements.
In addition, verification of financial statements performed by an independent statutory auditor is the key element of internal control in the process of preparation of the Company’s financial statements. In particular, the statutory auditor shall perform preliminary and complete audits of the Company’s annual financial statements and review of half-year financial reports.
The Company’s auditor is selected by the Supervisory Board, upon the Management Board’s
recommendation, out of bids placed by well-known audit firms that guarantee high quality of service and the required level of independence.
The current contract with the statutory auditor for the audit of the Company’s financial statements for 2010 was signed on 10 June 2010. The contract was described in more detail in the report on the Company’s activities in 2010.
In order to ensure reliability of the Company’s accounts and generation of high-quality financial data presented in financial reports, the Company’s Management Board adopted the following principles and policies to be applied consistently:
1. Accounting Policy and Chart of Accounts, in accordance with the International Financial Reporting Standards,
2. Principles of balance sheet measurement of tangible fixed assets, intangible assets, and other assets
(as described in the introduction to financial statements),
3. Inventory count procedure,
4. Documentation of software used for the processing of accounting data as well as internal procedures for the
control and assessment of the Company’s business risks.
Budopol Wrocław S.A. keeps its accounts in the integrated IT system Microsoft Business Solutions – Navision. Modular structure of the system ensures clear division of competencies, consistency of accounting records, and cross-checks between different documents (including general ledger, sub-ledger, and other accounts) based on a comprehensive reporting system. The system is highly flexible and may be adjusted to the changing accounting principles and other standards, if necessary. Technical documentation is maintained for the system.
The Company’s Management Board shall be responsible for the regular updates and approval of documentation of the Company’s accounting system, pursuant to Art. 10 of the Accounting Act of 29 September 1994.
Access to resources of this IT system is reserved for authorised employees, only within the scope of their competence. Access control is ensured at each stage of preparation of the Company’s financial statements, starting from the input of source data, through data processing, up to generation of output information. Risk areas are described in more detail in the report on the Company’s activities in 2010.
4. SHAREHOLDERS HOLDING MAJOR BLOCKS OF SHARES, DIRECTLY OR INDIRECTLY
There are no securities that carry special rights of control in respect of the Company. There are no limitations set for the transfer of ownership titles and for the exercise of voting rights carried by the Company’s shares.
To the best of the Company’s knowledge, the following shareholders hold hold shares entitling to at least 5% of the votes at the General Shareholders’ Meeting:
|
Shareholder |
Number of shares held |
% of share capital |
Votes at the GM |
% of to tall vote |
| Gant Development S.A. |
17 153 800 |
32,99 % |
17 153 800 |
32,99 % |
|
IPO28 Spółka z ograniczoną odpowiedzialnością |
4 862 343 |
9,35 % |
4 862 343 |
9,35 % |
Summary of bearer shares at the date 31 December 2010 is given below:
• 100.000 bearer shares of series A,
• 700,000 bearer shares of series B,
• 700,000 bearer shares of series C,
• 500,000 bearer shares of series D,
• 1 500,000 bearer shares of series E,
• 7 500,000 bearer shares of series F,
• 1 000.000 bearer shares of series G,
• 13 000,000 bearer shares of series H,
• 26 000,000 bearer shares of series I.
In addition, on 17 December 2009, the EGM Budopol - Wroclaw S.A. adopted Resolution No. 12.02.2009 and No. 3/12/2009 on conditional increase of share capital by the amount of 600,000 (six hundred thousand) through the issuance of 600,000 (six hundred thousand) ordinary bearer shares of Series J, of nominal value of 1,00 (one) zloty and on the conditional increase in share capital by the amount of 600,000 (six hundred thousand) through the issuance of 600,000 (six hundred thousand) ordinary bearer shares of Series K, of a nominal value of 1,00 (one) zloty.
5. RULES OF APPOINTMENT AND DISMISSAL OF MEMBERS OF THE MANAGEMENT BOARD, AND SCOPE OF THEIR POWERS
Management Board
The Company’s Management Board shall consist of one to five members appointed and removed from office by the Supervisory Board. The Management Board’s term of office shall be three years, except for the first Management Board whose term of office shall be two years. The Supervisory Board shall sign contracts of employment with members of the Management Board on behalf of the Company. Other activities connected with the employment of Management Board members, including determination of their remuneration, shall be based on the same procedure. President of the Management Board, his/her deputy, individual members, as well as the entire Management Board may be suspended by the Supervisory Board before expiry of their term of office.
The Management Board shall manage the Company’s assets and affairs and perform its duties with due diligence, as required for business transactions, in accordance with the applicable laws, the Company’s Articles of Association, and Resolutions of the General Shareholders’ Meeting and the Supervisory Board. The Company’s Management Board, represented by its President, shall manage the Company’s activities and assets, and represent the Company in court and in contacts with authorities and third parties. The Management Board’s right to represent the Company shall include any actions taken in court and out of court in relation to the Company’s business activities, save for matters that require a resolution of the General Shareholders’ Meeting or the Supervisory Board. The following persons shall be authorised to represent the Company, make statements of will, and sign documents for and on behalf of the Company:
a) two Management Board members – acting jointly,
b) one Management Board member and the Company’s authorised representative – acting jointly,
c) two authorised representatives – acting jointly.
Other persons acting based on general and specific authorisations granted by the Management Board shall also be entitled to make statements of will, sign contracts, and incur obligations on behalf of the Company. The Management Board shall adopt resolutions in all matters not reserved for the General Shareholders’ Meeting or the Supervisory Board, and in particular shall be entitled to:
1. manage the Company’s assets,
2. incur liabilities and execute agreements,
3. suggest the Company’s development and investment strategy for approval by the Supervisory Board,
4. determine the Company’s trading, pricing, advertising, financial, and business policy,
5. determine the Company’s business plans and present them to the competent Company bodies for approval,
6. prepare the annual financial report, Balance Sheet, and Income Statement,
7. define the Company’s current business tasks,
8. make and accept statements of will on the Company’s behalf in relation to the Company’s assets, in
accordance with the Articles of Association and the applicable laws,
9. purchase and sell real property or durable goods, upon approval by the Supervisory Board,
10. approve candidates for executive positions and members of supervisory boards of the Company’s
subsidiaries and associates; sign and terminate contracts of employment with the Company’s employees,
and determine the amount of their remuneration,
11. present opinions on motions regarding the establishment or closing of the Company’s branch offices, and
regarding any participating interests in subsidiaries or associates,
12. evaluate and approve the Company’s internal regulations,
13. prepare the necessary documents and draft resolutions to be adopted by the Supervisory Board and General
Shareholders’ Meeting,
14. determine the agenda of the General Meeting,
15. establish and recall any proxy authorisations or powers of attorney, in accordance with the Code of
Commercial Companies, the Civil Code, and the Company’s Articles of Association,
16. approve the Company’s Rules of Organisation,
17. prepare draft Bylaws of the Management Board,
18. take actions connected with the issue and transfer of the Company shares,
19. announce the consolidated text of the Company’s Articles of Association amended by resolutions of
the General Shareholders’ Meeting.
Supervisory Board
The Company’s Supervisory Board shall consist of five to seven members appointed for a joint term of office of three years. The Supervisory Board shall be appointed and recalled by the General Shareholders’ Meeting. At the first meeting, the Supervisory Board shall elect a Chairperson and his/her deputy from among its members. Members of the Supervisory Board may exercise their rights jointly and individually. A Supervisory Board member may be re-appointed for terms of office not longer than three years, and not earlier than one year before the end of the Supervisory Board’s current term of office. Mandate of a Supervisory Board member appointed before the end of a given term of office shall expire on the same date as mandates of the remaining members of the Supervisory Board. Members of the Supervisory Board may be recalled from office at any time, in accordance with the procedure applied to their appointment.
Each member of the Supervisory Board may resign from office without giving reasons. In certain serious cases, a member of the Supervisory Board may be suspended by resolution of the Supervisory Board until his/her final dismissal from office by the General Shareholders’ Meeting. Such cases include in particular actions on the part of the Supervisory Board member to the detriment of the Company or thee consecutive absences at the Board’s meeting. The suspended member shall have no right to participate in the Board’s meetings and to vote.
In the case of a member’s death, resignation, or dismissal from office, the Supervisory Board may appoint another member in his/her stead.
Any such appointment must gain approval of the next General Shareholders' Meeting.
The Supervisory Board performs on-going supervision of Company’s activities. In particular, the task of the Supervisory Board is to:
a/ examine the Balance Sheet and Income Statement for compliance with the underlying accounts and for their
accuracy,
b/ examine the Management’s Discussion and Analysis document,
c/ analyse and present opinion on the Management Board’s proposed distribution of profits, sources and
methods of coverage of losses, and amounts of write-offs to the Company’s earmarked (special-purpose)
funds,
d/ approve the Management Board Bylaws,
e/ appoint and dismiss the Management Board’s President and other members of the Management Board upon
request of the President,
f/ sign agreements with the Management Board, define the amount of remuneration and bonuses paid to the
President and members of the Management Board, and exercise the rights arising from the contract of
employment in respect of members of the Management Board and on behalf of the Company, save for matters
reserved for decision by the General Shareholders’ Meeting,
g/ suspend individual or all members of the Management Board (including the President) for justified reasons,
and delegate members of the Supervisory Board to perform duties of the Management Board members on a
temporary basis, if Management Board members are unable to perform their duties,
h/ present opinion on the amendments to the Company’s Articles of Association and other matters to be decided
by the General Shareholders’ Meeting,
i/ present opinion on any other motions submitted by the Management Board or Shareholders representing at
least 1/20 of the Company’s share capital, and take decision on any matters not reserved to the General
Shareholders’ Meeting or the Management Board,
j/ determine the consolidated text of the Company's amended Articles of Association and introduce other editorial
amendments thereto, pursuant to a resolution of the General Shareholders’ Meeting,
k/ select a statutory auditor to examine the Management Board’s financial statements for the previous financial
year,
l/ perform the role of the Company's Audit Committee, to the extent and on terms defined in Annex I to
Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory directors of
listed companies and on the committees of the (supervisory) board, and pursuant to the Bylaws of the
Supervisory Board’s Audit Committee attached as Annex 1 to the Supervisory Board Bylaws.
In addition to its responsibilities laid down in the applicable laws and provisions of par. 1 hereof, the Supervisory Board shall:
a) upon request of the Management Board – approve any material agreement/transaction between the Company and its related party. This condition does not apply to typical transactions concluded at arm’s length as part of the Company’s ordinary operations with a subsidiary where the Company holds a majority stake. For the purpose of this document, a related party shall be understood within the meaning of the Regulation of the Minister of Finance of 19 February 2009 on current and interim information provided by issuers of securities and on the conditions under which information required by legal regulations of a third country may be recognised as equivalent,
b) once a year, prepare and present a brief assessment of the Company’s situation to the Annual General Meeting, including an evaluation of the systems of internal control and management of significant risks,
c) once a year, prepare and present an evaluation of the Supervisory Board’s performance to the Annual General Meeting.
6. DESCRIPTION OF THE RULES AMENDMENTS TO THE STATUTES BUDOPOL WROCŁAW S.A.
Statutes Budopol Wrocław S.A. is prepared in accordance with the provisions of the Commercial Companies Code. Changes are within the competence of the General Meeting. Amendments to the Charter requires the resolution of the General Meeting and entry into the Court Register.
7. PRINCIPLES OF THE GENERAL MEETING BUDOPOL WROCŁAW S.A.
General Shareholders’ Meeting shall operate in accordance with the Company’s Articles of Association and Bylaws of the General Meeting (publicly available). The Company’s General Meeting shall operate in accordance with the applicable laws, including the amendments introduced by the Act of 5 December 2008 amending the Code of Commercial Companies and the Financial Instruments Trading Act (Journal of Laws of 2009 No. 13 item 69), effective as of 3 August 2009. General Meetings shall be held at the Company’s registered office at a date specified in the relevant announcement. In addition to Shareholders, General Meetings may be also attended by members of the Company’s Management Board and Supervisory Board, as well as guests invited by the Company’s body that convenes the Meeting (including experts).
General Meetings convened to discuss the Company’s financial affairs shall be attended by a representative of the Company’s statutory auditor, whose task is to provide the required information. Principles of election, tasks and duties of the Chairperson of the General Meeting, as well as appointment of Voting Committee members and their duties shall be defined in Bylaws of the General Shareholders’ Meeting. Voting at General Meetings shall be open. Confidential vote (secret ballot) shall be ordered for the election procedure and for voting on motions regarding the liability or dismissal of members of the Company’s authorities or liquidators.
Pursuant to the Code of Commercial Companies and the Company’s Articles of Association, Shareholder(s) representing at least 1/20 of the Company’s share capital may request to convene an Extraordinary General Meeting and to include specific matters in the agenda of the upcoming General Meeting. The said Bylaws of the General Shareholders’ Meeting of Budopol Wrocław S.A. define the scope of competencies of Shareholders in relation to their right to participate in General Meetings.
In particular, the General Shareholders’ Meeting shall take decisions on the following matters:
1.examination and approval of the financial statements and Management’s Discussion and Analysis for the previous financial year,
2.discharging members of the Company’s authorities for the performance of their duties,
3.examination and approval of the Supervisory Board’s report,
4.adoption of resolutions on the distribution of profits, coverage of losses, and amounts of write-offs to the Company’s earmarked (special-purpose) funds and amount of dividends,
5.any claims to make good any damage suffered during the formation of the Company or caused by any actions related to Company’s management or supervision,
6.adoption of resolutions on any transfer or lease of the Company’s enterprise and establishment of any usufruct thereon,
7.business combination or liquidation of the Company, as well as appointment of a liquidator,
8.adoption of resolutions on any issue of convertible bonds, bonds with pre-emptive rights, and subscription warrants,
9.appointment and removal of Supervisory Board members,
10.adoption of resolutions on the amendments of the Company’s Articles of Association, including any increase or reduction of its share capital,
11.change of the Company’s objects,
12.adoption of Bylaws of the General Shareholders’ Meeting to be published on the Company’s website,
13.determining the amount of remuneration of Supervisory Board members,
14.adoption of any other resolutions referred to in the Code of Commercial Companies, and resolving any matters upon request of Shareholders, Supervisory Board, or Management Board.
In particular, Shareholders entitled to participate in General Meetings shall have the following rights:
- Shareholders representing at least 1/20 of the Company’s share capital may request to convene an Extraordinary General Meeting and include specific matters in the agenda of this EGM,
- Shareholders representing at least 1/20 of the Company’s share capital may request to include specific matters in the agenda of the upcoming General Meeting. The request shall be submitted to the Management Board not later than twenty one days before the set date of the Meeting. The request should contain justification and a draft resolution regarding the suggested item of the agenda. It may be submitted in an electronic form. The Management Board shall immediately, and in any case not later than eighteen days before the set date of the General Meeting, announce any changes introduced to the agenda of the upcoming General Meeting at the request of Shareholders. This announcement should be made in a manner adopted for the convention of the Meeting,
- draft resolutions regarding any matters included in the agenda of the General Meeting or any matters to be added to the agenda of the General Meting may be submitted before the set date of the Meeting by Shareholders representing at least 1/20 of the Company's share capital, in writing or by means of electronic communication. Draft resolutions shall be immediately made available by the Company on its website,
the right to participate in the General Shareholders’ Meeting is reserved for the Company’s Shareholders registered at least sixteen days before the set date of the Meeting (date of registration),
- voting rights – one share shall carry one vote at the General Meeting; Shareholders may vote differently under each share held,
- Shareholders may participate in the General Meeting and exercise their voting rights in person or by proxy. A Shareholder that holds shares deposited in more than one securities account may appoint separate proxies to exercise the rights carried by shares deposited in each of these accounts.
- during the General Meeting, any Shareholder shall have the right to present draft resolutions on any matters included in the agenda of the Meeting,
- any Shareholder may request that the list of Shareholders is sent to them by e-mail, free of charge. In order to receive the list, Shareholders should specify their e-mail address,
- each Shareholder shall have the right to receive a copy of motions regarding matters included in the agenda, one week before the General Meeting.
8. MEMBERS OF THE COMPANY’S MANAGEMENT BOARD AND SUPERVISORY BOARD
Management Board:
In 2010, the Company was managed by the Management Board composed of:
Mirosław Motyka – President of the Management Board
Andrzej Kostrzewa – Vice-President (previously member of the Board, since 22 September 2010 by the
resolution of the Supervisory Board appointed Vice-President)
Marzanna Adamska – Member
Robert Cembrzyński – Vice President - till 30.06.2010 (resignation of the functions of the Managment Board)
Ordinary meetings of the Management Board shall be convened by the President. In the President’s absence, the meeting shall be convened by a member of the Management Board designated by the President. Meetings of the Management Board shall be held once a month (or more often, if need be). Upon request of any member of the Management Board, the meeting shall be held within 7 days since any such request is submitted. Extraordinary meetings of the Management Board shall be convened on an if-needed basis by the President on his/her initiative or upon request of the Supervisory Board. Participation of Management Board members in each meeting is obligatory. Any absences must be justified. Resolutions of the Management Board shall be valid provided that at least 2 members of the Management Board are present at the meeting and that all members have been notified of the meeting. The Management Board shall take decisions in the form of resolutions.
Resolutions shall be adopted in an open vote. Secret ballot shall be ordered by the President only in relation to personal affairs or liability of any member of the Management Board. Resolutions of the Management Board shall be adopted by simple majority vote. In the event of an equal vote, the President shall have the casting vote. Members of the Management Board may suggest matters to be discussed at the Board’s meeting. Materials for discussion shall be prepared by the member who has suggested a given item of the agenda (if the matter is within his/her competence), or by any other person designated by the President or member of the Management Board. Matters to be discussed at the meeting shall be presented by members of the Management Board or any person designated by the Management Board. Resolutions of the Management Board shall be recorded in minutes. Minutes of Management Board’s meetings should contain the agenda, names and surnames of Management Board members participating in the meeting, and number of votes cast for or against each resolution. Minutes shall be signed by all members of the Management Board present at the meeting. Minutes shall be recorded in a Corporate Minute Book. In case of any conflict of the Company’s interests and individual interests of any member of the Management Board, their spouses, or relatives by blood or affinity up to the second degree, this member of the Management Board shall not participate in the discussion on such matters and shall have the right to request that this fact is recorded in the minutes.
Supervisory Board:
In 2010, composition of the Company’s Supervisory Board was as follows:
Janusz Konopka – Chairman of the Supervisory Board
Zbigniew Walas – Member
Grzegorz Antkowiak – Member
Luiza Berg – Member
Henryk Jukowski – Member
Henryk Feliks – Member (appointed by resolution of the General Shareholders’ Meeting
Budopol Wrocław S.A. dated 26.04.2010 r.)
Supervisory Board members shall be notified of the convention of Supervisory Board meetings by registered mail not later than 7 days before the set date of the meeting. In urgent cases, the Supervisory Board Chairperson or his/her deputy may decide to apply another procedure and date of notification. Notifications should present the adopted agenda of the meeting. If possible, notifications should be sent together with materials relating to matters covered by the agenda. In addition to matters to be discussed or approved at the meeting, the agenda should include minutes from the previous meeting of the Supervisory Board.
As a rule, Supervisory Board meetings should discuss only matters covered by the agenda. Any matters submitted during the meeting may be discussed only if unanimously considered urgent by all members of the Supervisory Board present at the meeting. If a motion is not considered urgent at a given meeting, it should be included in the agenda of the next meeting of the Supervisory Board. The Supervisory Board may pass resolutions if the meeting is attended by at least 50% of its members and all members have been invited to the meeting. Resolutions shall be adopted by absolute majority of votes. In the event of an equal vote, the Supervisory Board Chairperson shall have the casting vote. Voting at Supervisory Board meetings should be open. However, in certain justified cases, the secret ballot procedure may be ordered. Resolutions of the Supervisory Board may be adopted in writing or using means of direct remote communication only if draft resolutions are made available in advance to all members of the Supervisory Board. The vote on any such resolutions shall be included in the minutes of the next meeting of the Supervisory Board.
Minutes shall be drawn up for every meeting of the Supervisory Board. Minutes shall be signed by all members of the Supervisory Board attending the meeting. At least two members of the Supervisory Board should meet the criteria of independence of the Company and its related parties (with significant relationship to the Company). The independence criteria should be applied pursuant to Annex II to Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board. Notwithstanding the provisions of subsection (b) of the said Annex, a person who is an employee of the Company or its subsidiary or associate cannot be considered to meet the independence criteria described in the Annex. The Supervisory Board shall perform the role of the Company's Audit Committee, to the extent and on terms defined in Annex I to Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board.
In addition, a relation with a shareholder precluding the Supervisory Board member’s independence as understood herein shall include an actual and significant relation with any shareholder holding the right to exercise at least 5% of votes at the General Shareholders' Meeting.
A member of the Supervisory Board should have adequate knowledge and experience and be able to devote the time necessary to perform his/her duties. A member of the Supervisory Board should take necessary action to ensure that the Supervisory Board is informed of matters significant for the Company. The Supervisory Board shall be composed of at least one member independent of the Company and its related parties, competent in accounting and finance. In certain serious cases, a member of the Supervisory Board may be suspended by resolution of the Supervisory Board until his/her final dismissal from office by the General Shareholders’ Meeting. Such cases include in particular actions on the part of the Supervisory Board member to the detriment of the Company or thee consecutive absences at the Board’s meeting. The suspended member shall have no right to participate in the Board’s meetings and to vote. A member of the Supervisory Board should inform the Company’s Management Board of any relations with a Shareholder who holds shares representing not less than 5% of votes at the General Shareholders’ Meeting. This obligation concerns financial, family, and other relationships that may influence the position of the Supervisory Board member on matters decided by the Supervisory Board.
A member of the Supervisory Board should notify the Supervisory Board of any actual or potential conflict of interest and should refrain from taking part in the discussion and from voting on a resolution concerning the matter that gives rise to any conflict of interest. A member of the Supervisory Board shall not resign from office if his/her resignation could have a negative impact on the Supervisory Board’s capacity to act, including the adoption of resolutions. Each member of the Supervisory Board should act in the best interest of the Company and based on independent decisions and judgments, and in particular: refuse to accept unreasonable benefits that could affect the independence of his/her opinions and judgments; and raise explicit objections and separate opinions when he/she deems that a decision of the Supervisory Board is contrary to the Company’s best interest.
For their work and activities in the Supervisory Board, members of the Supervisory Board shall receive remuneration determined by the General Shareholders’ Meeting. Remuneration of members of the Supervisory Board should correspond to the scope of tasks and responsibilities related to their function and be proportionate to the size of the Company and reasonable in relation to its financial results.
Audit Committee:
In 2010, the Audit Committee of Budopol Wrocław S.A. operated pursuant to:
- Bylaws of the Supervisory Board of Budopol Wrocław S.A.– Resolution No. 9/2008 of the Annual General Meeting
of Budopol Wrocław S.A. of 20 May 2008,
- Bylaws of the Audit Committee of Budopol Wrocław S.A.– Resolution No. 9/2008 of the Annual General Meeting
of Budopol Wrocław S.A. of 20 May 2008.
Composition of the Audit Committee of Budopol Wrocław S.A. is as follows:
Janusz Konopka – Chairman of the Audit Committee
Luiza Berg – Member of the Audit Committee
Mirosław Kadłubowski – Member of the Audit Committee
The Audit Committee shall provide support to the Company’s Supervisory Board. To this end, the Audit Committee shall ensure that the Company’s internal control system is consistent, effective and efficient, and shall control the management of risks related to the Company’s business, in particular its financial reporting system. The Audit Committee shall also control the Company’s business processes for their compliance with the applicable laws and the Company’s internal regulations.
Mirosław Motyka – President of the Management Board
Andrzej Kostrzewa – Vice-President of the Management Board
Marzanna Adamska – Member of the Management Board