Management Board

The Management Board of the Company shall act on the basis of the Code of Commercial Companies and other legal regulations, the provisions of the Company’s Articles of Association and the provisions of the Regulations of the Management Board of TAURON Polska Energia Spółka Akcyjna with its registered office in Katowice which are available on the Company’s website at the address: https://www.tauron.pl/tauron/relacje-inwestorskie/informacje-o-spolce/dokumenty-spolki. When performing their duties the Members of the Company’s Management Board shall be acting in accordance with the principles provided in the Best Practice 2021.

Two Members of the Management Board or one Member of the Management Board together with a proxy shall be entitled to make valid statements on behalf of the Company. In case the Management Board includes one person, one Member of the Management Board or a proxy shall be entitled to make valid statements on behalf of the Company.

The meetings of the Management Board shall be convened by the President of the Management Board or a Vice President of the Management Board designated thereby. The meetings of the Management Board shall also be convened on the motion of the majority of the Vice Presidents of the Management Board as well as on the motion of the Chairperson of the Supervisory Board. The meetings shall be held at the Company’s registered office on the date set by the person that has convened the meeting. In justified cases the meetings of the Management Board may be held outside the Company’s registered office. The President of the Management Board or a Vice President of the Management Board designated thereby shall chair the meetings of the Management Board.

The Management Board shall vote in an open ballot, unless otherwise provided for in the legal regulations. The result of the ballot shall be recorded in the minutes of the meeting.

The resolutions of the Management Board shall be passed by an absolute majority of the votes in the presence of at least the majority of the Members of the Management Board. In case of an equal number of the votes the President of the Management Board shall have a casting vote. A Member of the Management Board shall inform the Management Board of any conflict of interest that has arisen or the possibility of the arising thereof and shall not participate in the reviewing of the matter or the voting on a resolution in a matter in which a conflict of interest may arise in relation thereto. The Management Board may pass resolutions by voting in writing or using the means of direct remote communications. The resolution shall be valid when all of the Members of the Management Board have been notified of the content of the draft resolution and at least the majority of the Members of the Management Board participated in adopting the resolution. The voting in accordance with the above procedures shall be ordered by the President of the Management Board or a Member of the Management Board designated thereby, including setting the final deadline for casting of the votes by the Members of the Management Board. The Members of the Management Board voting against the resolution may submit a dissenting opinion to the minutes, which shall be recorded in the minutes along with the justification thereof. The decisions of the Management Board which are the decisions on the ongoing matters (daily business) that do not require a resolution shall be recorded only in the minutes.

The internal division, among the Members of the Management Board, of the tasks and responsibilities for the individual business areas of the Company’s operations, as defined in the Organizational Regulations and including the independent (autonomous) work positions, as well as the organizational units reporting directly to the Executive Directors, whose work is managed (supervised) by the Members of the Company’s Management Board, is defined by the Company’s Management Board Resolution No. 366/VI/2022 of September 15, 2022 regarding the assignment of individual organizational units of the Company and independent work positions directly reporting to the Members of the Management Board of TAURON Polska Energia S.A.

The structure of the Company’s business areas reporting to the individual Members of the Company’s Management Board is posted on the Company’s web site at the address: https://www.tauron.pl/tauron/o-tauronie/wladze-spolki.

The Management Board is responsible for managing the company and setting the direction of TAURON Group’s activities, including the accomplishment of the long term goals set, in accordance with the adopted strategy assuming the sustainable development of the Group. The decisions related to ESG are made in accordance with the best practices, stakeholder expectations and the best knowledge. Members of the Management Board delegate the responsibilities with respect to the sustainable development issues to the management team, and in particular to the ESG Committee. Management Board periodically presents the effects of implementing the activities related to the ESG issues to the Supervisory Board and the Strategy Committee and the Audit Committee appointed as part of the Supervisory Board’s remit, among others, by discussing the assessment of the effectiveness of the functioning of the risk management and internal control systems, the presentation of a report on the scope of tasks with respect to the Compliance and the progress in implementing the adopted TAURON Group’s Strategy that also includes the goals in the ESG area.

In the reported period, in order to develop its knowledge, competence, skills and experience, in the field of sustainable development, the Management Board, among others, took part in numerous conferences and panel discussions during which the issues related to the sustainable development were discussed, such as for example:

• Nationwide Poland Energy Summit 2022,
• Congress 590,
• ESG Congress Poland’s Power of Business,
• the debate during PRECOP,
• TOGETAIR Conference
• the European Economic Congress.

Aware of the importance of the ESG issues, TAURON’s Management Board decided to join the UN Global Compact – a global initiative of the UN grouping the sustainable business.

The Company’s Management Board shall be composed of 1 to 6 persons, including the President and Vice Presidents. Members of the Company’s Management Board shall be appointed and dismissed by the Company’s Supervisory Board for a common term of office lasting 3 full financial years, except for the 1st term that lasted 2 years. The term of office of a Member of the Management Board shall expire, at the latest, on the date of the General Meeting which approves the financial statements for the last full financial year of the term of office of the Member of the Management Board. In accordance with the Company’s Articles of Association, each of the Members of the Company’s Management Board can be dismissed or suspended in office by the Company’s Supervisory Board or the Company’s General Meeting.

In order to recruit a person with whom an agreement for providing the management services at the Company will be concluded, the Company’s Supervisory Board shall announce a competition and conduct a qualification (recruitment) procedure for the position of the President or Vice President aimed at verifying and assessing the candidates’ qualifications and selecting the best candidate. A candidate for a Member of the Company’s Management Board must meet the requirements set forth in § 16, clauses 3 and 4 of the Company’s Articles of Association. The announcement (notice) of the qualification procedure is published on the Company’s web site at the address: https://www.tauron.pl and in the Public Information Bulletin of the Minister competent to exercise the rights related to the State Treasury’s shares. The Company notifies the shareholders of the results of the qualification (recruitment) procedure.