The supervisory board of a public limited company is a control body in relation to the company's management board and exercises continuous supervision over the company's activities in all of its operating areas.

According to the articles of association, PGE's Supervisory Board includes from five to nine members. Supervisory board members are selected by shareholders during a general meeting. In the case of PGE Polska Grupa Energetyczna, the largest shareholders - State Treasury - holds additional authorisation to appoint one supervisory board member through a decision delivered to the Management Board. 

The Supervisory Board's competences include: 

  • appointing and dismissing management board members
  • evaluated the Management Board report on the Company's activities and the Company's separate financial statements for the preceding financial year as regards their compliance with accounts, documents and actual state; this also pertains to the Management Board report on the Group's activities and the Group's consolidated financial statements, if applicable,   
  • evaluates Management Board motions on profit allocation or loss coverage,   
  • selects a statutory auditor to audit or review separate financial statements and consolidated financial statements,   
  • approves the Company's annual and multi-year financial plans, including investment, marketing and sponsoring plans, as well as specifies their scope and deadlines for presenting them by the Management Board,   
  • approves the Company's growth strategy,   
  • establishes a consolidated text of the Company's articles of association,   
  • sets remuneration and other terms of agreements and concludes agreements with the members of the Management Board (including the President of the Management Board), subject to competencies of the General Meeting resulting from the binding laws,   
  • provides opinions on all the motions for resolutions submitted by the Management Board to the General Meeting,

Supervisory Board competences also include granting consent for the following:

  • purchase (acquisition) or disposal by the Company of selected asset items valued at EUR 5 million or more, as well as encumbering such assets with limited property rights amounting to (value of collateral) EUR 5 million or more,   
  • granting sureties and guarantees by the Company on behalf of entities other than direct and indirect subsidiaries (in the meaning of the Commercial Companies Code),   
  • incurring other liabilities by the Company worth EUR 100 million or more, excluding agreements or liabilities related to transactions involving trade in electricity and gas, related products and rights as well as the purchase and sale of fuels and production commodities,
  • investment undertakings related or connected to a production unit or cogeneration unit worth in excess of EUR 50 million or a distribution grid worth in excess of EUR 5 million in the meaning of the energy law, carried out or co-finance or secured by the Company or on the Company's assets,  
  • projects related or connected to prospecting and exploring mineral deposits or extraction of deposits worth in excess of EUR 50 million in the meaning of the geological and mining law, carried out or co-finance or secured by the Company or on the Company's assets, 

Composition of PGE's Supervisory Board in 2016 and 2017

From 1 to 28 January 2016, the Supervisory Board had the following membership:

First and last name

Position

Anna Kowalik

Chairperson of the Supervisory Board

Jacek Barylski

Deputy Chairperson of the Supervisory Board

Małgorzata Molas

Secretary of the Supervisory Board

Małgorzata Mika – Bryska

Member of the Supervisory Board

Jarosław Gołębiewski

Member of the Supervisory Board - independent member

Piotr Machnikowski

Member of the Supervisory Board - independent member

Marek Ściążko

Member of the Supervisory Board - independent member

Jacek Fotek

Member of the Supervisory Board - independent member

On January 28, 2016, the State Treasury appointed Marek Pastuszko to the Supervisory Board through a written statement submitted to the Company's Management Board. On January 29, 2016, Marek Pastuszko was delegated by PGE's Supervisory Board to temporarily act as member of the Management Board responsible for Corporate Affairs. Subsequently, on February 25, 2016, Marek Pastuszko resigned as member of PGE's Supervisory Board and, through a Supervisory Board resolution, was appointed as Vice President of PGE's Management Board, responsible for Corporate Affairs.

On February 5, 2016, the Company received Piotr Machnikowski's resignation from PGE's Supervisory Board.

On March 1, 2016, an Extraordinary General Meeting adopted resolutions on:

  • dismissal of the following persons from the Supervisory: Jacek Barylski, Małgorzata Molas, Jarosław Gołębiewski, Jacek Fotek and Marek Ściążko;
  • appointment of the following persons from the Supervisory: Jarosław Głowacki, Janina Goss, Mateusz Gramza, Mieczysław Sawaryn, Artur Składanek and Grzegorz Kuczyński.

On March 1, 2016, the State Treasury appointed Paweł Śliwa to the Supervisory Board through a written statement submitted to the Company's Management Board. Subsequently, on March 22, 2016, Paweł Śliwa resigned as member of PGE's Supervisory Board and, through a Supervisory Board resolution, was appointed as Vice President of PGE's Management Board, responsible Innovation, effective from March 31, 2016.

On September 5, 2016, the Company's Extraordinary General Meeting appointed Witold Kozłowski to PGE's Supervisory Board and dismissed Małgorzata Mika-Bryska from the Supervisory Board. Also on September 5, 2016, Radosław Osiński was appointed to the Company's Supervisory Board by the Minister of Energy pursuant to § 20 sec. 5 of the Company's articles of association.

On April 6, 2017, Mateusz Gramza's resignation as Supervisory Board member was received by the Company. Mateusz Gramza resigned as member of PGE's Supervisory Board effective immediately.

On June 26, 2017, the State Treasury, represented by the Minister of Energy, through a written statement submitted to the Company's Management Board, dismissed Radosław Osiński from the Supervisory Board. On June 27, 2017, Radosław Osiński was appointed by the Ordinary General Meeting as Supervisory Board member.

Name and surname

Position

Cirriculum vitae

Anna Kowalik

 

Chairman 

of the Supervisory Board

Committees of Audit, Appointment and Remuneration

Legal counsel.  Currently employed in the Ministry of Energy. For many years has worked for Ministry of Treasury. Experience in supervision of operations of companies with State Treasury shareholdings.  Lecturer in the field of the commercial and civil law.

Grzegorz Kuczyński

Secretary 

of the Supervisory Board

Committees of Audit and Corporate Governance

PhD in civil law. Before training as a lawyer he trained as a judge. Since 2007 a partner of Gotkowicz, Kosmus, Kuczyński & Partners Law Firm. Former assistant professor of the Chair of Civil Law at the Department of Law and Administration of the University of Gdańsk and an assistant in the previous years.

Janina Goss

 

Member 

of the Supervisory Board 

Committee of Audit, Appointment and Remuneration

Legal counsel.  Since 2012 held a position of Management Board member in Srebrna Sp. z o.o. In years 2009-2010 she was a Supervisory Board member in Polskie Radio S.A. In years 2006-2009 she was a Supervisory Board member in TVP S.A., including approx. 2 years at the position of the Chairman of the Supervisory Board.

Mieczysław Sawaryn

Member 

of the Supervisory Board 

Committees of Strategy and Development, Appointment and Remuneration

Since 2014 the Mayor of Town and Community of Gryfino. In years 2011-2014 and 1999-2007 he run his own Legal Office. In years 2006-2011 Mr. Mieczysław Sawaryn  was employed in ZEDO S.A., at first as the CEO and then as the Director of Human Resources and Law, being responsible for consolidation of ZEDO S.A. within PGE Capital Group.

Radosław Osiński

 

Member

of the Supervisory Board 

Committees of Strategy and Development, Appointment and Remuneration

Head of unit in the Department of Control and Supervision of the Ministry of Energy. In years 1999 - 2016 he has been working at the Ministry of State Treasury, where he realized tasks involving – inter alia – privatization, corporate governance and protection of critical infrastructure. 

Jarosław Głowacki

 

Member 

of the Supervisory Board 

Committee of Strategy and Development, Corporate Governance

Engineer. Since 2005 Deputy President of Siedlce, responsible for initiating activities, obtaining European funds and realization of projects. Experience in evaluation of projects co-funded by the EU. Employed in City Hall of Siedlce since 1990.

Witold Kozłowski

 

Member 

of the Supervisory Board 

Committees of Appointment and Remuneration, Corporate Governance

Since 1998 has been engaged in local governance, inter alia, as a Secretary of Nowy Sącz District. Postgraduate studies of Law and Local Government at Polish Academy of Sciences and postgraduate studies for Administration Personnel at Warsaw School of Economics.

Artur Składanek

 

Member 

of the Supervisory Board 

Committees of Strategy and Development, Corporate Governance

Engineer. Since January 2008 held a position of Director of Production at Finpol Rohr sp. z o. o., where he started to work in June 2007 as a Production Specialist. During years from 1994 to 2007. he was running  his own business activity - AWI – Przedsiębiorstwo Wielobranżowe.

 

Independence criteria

PGE complies with rule II.Z.3 of Best Practices for WSE-Listed Companies, stating that at least two members of the Supervisory Board should fulfil independence criteria - in our case the number of members declaring that they meet independence criteria is six.

Supervisory Board committees

The following permanent committees operate within PGE's Supervisory Board: Audit Committee, Strategy and Development Committee, Appointment and Remuneration Committee and Corporate Governance Committee.

Detailed scopes of competence for each of PGE Supervisory Board's committees are presented in the Supervisory Board Rules, available at PGE S.A.'s website.

  • Audit Committee
    The Audit Committee is responsible for auditing whether internal financial controls are performed in a correct and effective manner at the Company and PGE Group as well as cooperation with the Company's statutory auditors.
  • Corporate Governance Committee
    The Corporate Governance Committee evaluates implementation of corporate governance principles in the Company and presents the Supervisory Board with initiatives in this area, provides opinions on normative acts and other documents of the Company presented to the Supervisory Board, which considerably affect the corporate governance, initiates and prepares proposals of changes for normative acts of the Supervisory Board.
  • Strategy and Development Committee
    The Strategy and Development Committee provides opinions and recommendations to the Supervisory Board regarding planned investments which considerably affect the Company’s assets.
  • Appointment and Remuneration Committee
    The Appointment and Remuneration Committee is responsible for facilitating achievement of strategic goals of the Company by presenting the Supervisory Board with opinions and motions on the development of the management structure, including remuneration system and selection of properly qualified personnel.

Composition of committees in 2016.

First and last name of Supervisory Board member

Audit Committee

Corporate Governance Committee

Strategy and Development Committee

Appointment and Remuneration Committee

Janina Goss

Member

from March 2, 2016

   

Member

from March 2, 2016

Jacek Barylski

 

Member

until March 1, 2016

 

Chairperson until March 1, 2016

Jacek Fotek

Member

until March 1, 2016

 

 

 

Jarosław Głowacki

 

Member

from March 2, 2016

Member
     from March 2, 2016

 

Jarosław Gołębiewski

Chairperson until March 1, 2016

 

Member
     until March 1, 2016

 

Mateusz Gramza

Member

from March 7, 2016

Member

from March 2, 2016 until March 7, 2016

 

Member

from March 2, 2016

Anna Kowalik

Member

   

Member

Piotr Machnikowski

 

Chairperson until February 5, 2016

 

Member     until February 2, 2016

Małgorzata Mika-Bryska

 

Member

until September 5, 2016

Member

until September 5, 2016

 

Małgorzata Molas

   

Member

until March 1, 2016

Member

until March 1, 2016

Grzegorz Kuczyński

Member     from March 2, 2016

Chairperson

from March 18, 2016

Member
     from March 2, 2016

   

Witold Kozłowski

 

Member

from September 13, 2016 Chairperson

from October 25, 2016

 

 

Member

from September 13, 2016

Radosław Osiński

 

 

Member

from September 13, 2016 Chairperson

from October 25, 2016

 

Member

from September 13, 2016

Mieczysław Sawaryn

 

 

Member

from March 2, 2016

Member

from March 2, 2016

Artur Składanek

 

Member

from March 7, 2016

Member

from March 2, 2016

 

Paweł Śliwa

 

Member     from March 2, 2016

until March 22, 2016

 

Member     until February 2, 2016 to March 22, 2016

Marek Ściążko

 

 

Member

until March 1, 2016

 

Rules for establishing remuneration for members of PGE S.A.'s Supervisory Board

The amounts of remuneration of the Supervisory Board Members of PGE S.A. are determined based on the Public Sector Salary Cap Act, pursuant to which remuneration may not exceed the amount of one average monthly salary in the enterprise sector without payments of profit bonuses in the 4th quarter of the year, as specified in the Public Sector Salary Cap Act. In connection with the new Public Sector Salary Cap Act, the rules of remuneration for the Supervisory Board Members were changed. On December 14, 2016, the Extraordinary General Meeting of the Company, adopted resolution concerning the principles of determining the amount of remuneration for members of the Supervisory Board of PGE S.A., in which the monthly remuneration of members of the Supervisory Board was set as a product of the average remuneration in the business sector exclusive of profit-based bonuses in the fourth quarter of the previous year as announced by the President of the Central Statistical Office of Poland and the following factor: 1.7 (for the chairperson of the Supervisory Board), 1.5 (for the other members of the Supervisory Board).

Remuneration received by the Supervisory Board Members of PGE S.A. who in 2016 performed their functions in PGE S.A.

First and last name of Supervisory Board member

Remuneration received by members of PGE S.A.'s Supervisory Board performed their functions at PGE S.A. in 2016 (in PLN)

Jacek Barylski

8.698,86

Jacek Fotek

8.698,86

Jarosław Głowacki

44.046,59

Jarosław Gołębiewski

8.698,86

Janina Goss

44.046,59

Mateusz Gramza

44.046,59

Anna Kowalik

53.104,45

Witold Kozłowski

17.793,54

Grzegorz Kuczyński

44.046,59

Piotr Machnikowski

5.018,39

Małgorzata Mika – Bryska

34.956,52

Małgorzata Molas

8.698,86

Radosław Osiński

17.793,54

Marek Pastuszko

138,08

Mieczysław Sawaryn

44.046,59

Artur Składanek

44.046,59

Marek Ściążko

8.698,86

Paweł Śliwa

3.037,70

Supervisory Board members did not receive remuneration in Group companies other than PGE S.A. Total remuneration earned by the members of the Supervisory Board at PGE S.A. in 2016 amounted to PLN 440 000 in cost perspective (including taxes and social security and/or other contributions paid by the employer), in 2016 the remuneration of all persons who acted as Supervisory Board members amounted to PLN 510 000.