KGHM POLSKA MIEDŹ S.A.
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Company profile

The Supervisory Board of KGHM Polska Miedź S.A. is the permanent supervisory body of KGHM Polska Miedź S.A., in all of the Company’s functional areas. According to the Statutes, the Supervisory Board is comprised of 7 to 10 members, appointed by the General Meeting, of which 3 members are elected by the Company’s employees. The members of the Supervisory Board are appointed for a mutual term of office, which lasts three years. The Supervisory Board operates on the basis or prevailing law, the Statutes of the Company and the Regulations of the Supervisory Board.

The composition of the 7th-term Supervisory Board as at 1 January 2011 was as follows:

  • Jacek Kuciński – Chairman
  • Marcin Dyl – Deputy Chairman
  • Marek Panfil – Secretary
  • Arkadiusz Kawecki
  • Jan Rymarczyk
  • Marzenna Weresa

as well as the following employee-elected members:

  • Józef Czyczerski
  • Leszek Hajdacki
  • Ryszard Kurek

Due to expiry of the mandate of the 7th-term Supervisory Board, the Ordinary General Meeting on 15 June 2011:

  • dismissed all of the Members of the 7th-term Supervisory Board,
  • confirmed the validity of the elections carried out in the Company on 11-12 May 2011, as a result of which the employees of KGHM Polska Miedź S.A. elected three members to the Supervisory Board,
  • set the number of members of the Supervisory Board at 10 persons, and
  • appointed the following persons to the Supervisory Board of the Company: Franciszek Adamczyk, Marcin Dyl, Arkadiusz Kawecki, Jacek Kuciński, Marek Panfil, Jan Rymarczyk and Marzenna Weresa.

On 20 October 2011, the Extraordinary General Meeting of KGHM Polska Miedź S.A. appointed to the Supervisory Board of KGHM Polska Miedź S.A. Lech Jaroń, Maciej Łaganowski and Paweł Markowski, elected by the employees of the Company in elections held on 19-20 September 2011.

The composition of the 8th-term Supervisory Board as at 31 December 2011 was as follows:

  • Jacek Kuciński – Chairman
  • Marcin Dyl – Deputy Chairman
  • Marek Panfil – Secretary
  • Franciszek Adamczyk
  • Arkadiusz Kawecki
  • Jan Rymarczyk
  • Marzenna Weresa

as well as the following employee-elected members:

  • Lech Jaroń
  • Maciej Łaganowski
  • Paweł Markowski

On 19 January 2012, the General Meeting of KGHM Polska Miedź S.A. dismissed the following persons from the Supervisory Board: Franciszek Adamczyk, Marcin Dyl, Arkadiusz Kawecki, Jan Rymarczyk and Marzenna Weresa, and appointed the following persons: Krzysztof Kaczmarczyk, Mariusz Kolwas, Aleksandra Magaczewska, Robert Oliwa and Jacek Poświata.

Consequently, the composition of the Supervisory Board, at the date of preparation of this report, was as follows:

  • Jacek Kuciński – Chairman
  • Marek Panfil – Deputy Chairman
  • Mariusz Kolwas – Secretary
  • Krzysztof Kaczmarczyk
  • Aleksandra Magaczewska
  • Robert Oliwa
  • Jacek Poświata

as well as the following employee-elected members

  • Lech Jaroń,
  • Maciej Łaganowski,
  • Paweł Markowski.


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Supervisory Board Committees

Under the auspices of the Supervisory Board are three committees: the Audit Committee, the Remuneration Committee and the Strategy Committee. These committees assist the Supervisory Board with respect to preparing evaluations and opinions and the taking of other actions aimed at decision-making by the Supervisory Board.

The Audit Committee is responsible for supervision in the areas of financial reporting, the internal control system, risk management and internal and external audits.

The Remuneration Committee is responsible for supervising the realisation of contracts signed with the Management Board, the remuneration system and benefits paid out in the Company and Group, training and other benefits provided by the Company, as well as audits performed by the Supervisory Board in this regard.

The Strategy Committee, set on 28 March 2011, supervises the realisation of Company strategy, the Company’s annual and multi-year operating plans, supervising the coherence of these documents, and also provides its opinion to the Supervisory Board on the strategic projects presented by the Management Board of the Company and any changes thereto, as well as on the Company’s annual and multi-year operating plans.

The rights, scope of action and manner of work of these Committees are described by regulations approved by the Supervisory Board.

The specific duties and composition of the Committees are as follows:


Audit Committee


In accordance with the Regulations of the Supervisory Board the duties of the Audit Committee are as follows:

  • supervision, on behalf of the Supervisory Board, of the process of financial reporting in the Company, including the process of reporting to the Supervisory Board,
  • analysis and/or evaluation of the accounting principles applied in the Company,
  • the review of transactions with parties related to the Company, and of unusual transactions,
  • the analysis and monitoring of post-control conclusions arising from the risk management process,
  • conduct of the process of selecting independent auditors to audit the financial statements of the Company in order to recommend their acceptance by the Supervisory Board, and participation in commercial negotiations prior to the Company signing a contract with an auditor,
  • continuous co-operation with the independent auditor of the Company during the audit, analysis and formulation of conclusions from the audit and opinion of the auditor respecting the financial statements, the auditor’s letter to the Management Board and/or Supervisory Board, and the preparation of draft statements and evaluations required by the by-laws for Company bodies and other administrative institutions,
  • providing an opinion on the internal audit plan and the internal audit regulations of the Company, and of changes of the director of internal audit,
  • analysis of the conclusions reached and the recommendations made by an internal audit of the Company, with monitoring of the degree of implementation of these recommendations by the Management Board of the Company,
  • the monitoring of decrees and Company’s regulations as regards accounting, finances and hedging against trade and financial risks, and exposure of the Company to serious harm.

The Act dated 7 May 2009 on certified auditors and their self-governing body, entities entitled to audit financial statements and on public supervision, required public companies to appoint Supervisory Board Audit Committees and listed tasks which should be in particular the responsibility of such Committees.

The law in addition calls for Audit Committees to include at least 3 members, of which at least one member should meet the criteria for independence and hold qualifications in the areas of accounting or financial review.

The following Members of the Supervisory Board served on the Audit Committee of the Supervisory Board of KGHM Polska Miedź S.A. throughout 2011:

  • Marek Panfil – Chairman
  • Marcin Dyl
  • Marzenna Weresa

Following the changes in the Supervisory Board on 19 January 2012, the composition of the Audit Committee at the date of preparation of this report was as follows:

  • Marek Panfil – Chairman
  • Lech Jaroń
  • Krzysztof Kaczmarczyk
  • Mariusz Kolwas
  • Robert Oliwa

Remuneration Committee

In accordance with the Regulations of the Supervisory Board the duties of the Remuneration Committee are as follows:

  • to carry out the recruitment and employment of members of the Management Board by developing and organising draft documents and procedures to be submitted to the Supervisory Board for their acceptance,
  • to develop draft agreements and samples of other documents related to the hiring of members of the Management Board, and supervision over the realisation of the contractual obligations entered into by the parties,
  • to supervise realisation of the system of remuneration of the Management Board, in particular to prepare documents related to variable salary and premiums, in order to submit a recommendation to the Supervisory Board,
  • to monitor and make periodic analyses of the remuneration system of the management staff of the Company and, if necessary, to formulate recommendations to the Supervisory Board,
  • to supervise realisation of additional benefits received by the Management Board arising from labour contracts, such as: insurance, automobiles, housing, etc.

As at 1 January 2011 the following Members of the Supervisory Board served on the Remuneration Committee of the Supervisory Board of KGHM Polska Miedź S.A.:

  • Arkadiusz Kawecki – Chairman
  • Leszek Hajdacki
  • Jacek Kuciński

Following appointment of the Members of the Supervisory Board to the new 8th-term Supervisory Board, the composition of the Committee changed, and as at 31 December 2011 the following Members of the Supervisory Board served on the Remuneration Committee of the Supervisory Board of KGHM Polska Miedź S.A.:

  • Arkadiusz Kawecki – Chairman
  • Franciszek Adamczyk
  • Jacek Kuciński

Following the changes in the Supervisory Board on 19 January 2012, the composition of the Remuneration Committee at the date of preparation of this report was as follows:

  • Jacek Kuciński,
  • Maciej Łaganowski,
  • Paweł Markowski

Strategy Committee

In accordance with the Regulations of the Supervisory Board the duties of the Strategy Committee are as follows:

  • the performance of tasks on behalf of the Supervisory Board of the Company respecting supervision of matters related to Company strategy and the Company’s annual and multi-year operating plans,
  • monitoring the realisation by the Management Board of the Company of the Company’s strategy, and evaluating to what extent the existing strategy is appropriate in dealing with changes in the actual situation,
  • monitoring the realisation by the Management Board of the Company’s annual and multi-year operating plans, and evaluating whether they require modification,
  • evaluating the consistency of the Company’s annual and multi-year operating plans with the realisation by the Management Board of the Company’s strategy, and presenting proposed changes to any of these Company documents,
  • submitting to the Supervisory Board of the Company its opinions in respect of the strategic projects presented by the Management Board of the Company and any changes thereto, as well as on the Company’s annual and multi-year operating plans.

The composition of the Strategy Committee of the Supervisory Board of KGHM Polska Miedź S.A. from the date of its appointment, i.e. 28 March 2011, included the following Members of the Supervisory Board:

  • Jacek Kuciński
  • Ryszard Kurek
  • Jan Rymarczyk

Following appointment of the Members of the Supervisory Board to the new 8th-term Supervisory Board, the composition of the Committee changed, and as at 31 December 2011 the following Members of the Supervisory Board served on the Strategy Committee of the Supervisory Board of KGHM Polska Miedź S.A.:

  • Franciszek Adamczyk
  • Jacek Kuciński
  • Jan Rymarczyk

Following the changes in the Supervisory Board on 19 January 2012, the composition of the Strategy Committee at the date of preparation of this report was as follows:

  • Krzysztof Kaczmarczyk,
  • Jacek Kuciński,
  • Aleksandra Magaczewska,
  • Jacek Poświata.

After the end of the year the Audit, Remuneration and Strategy Committees submit a report of their activities to the Supervisory Board.

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