Supervisory Board

Management Board General Meeting
102-18, 102-23, 102-24, 102-26, 102-28, 102-32

The Company’s Supervisory Board acts on the basis of the Commercial Company Code (ksh) and other legal regulations, the provisions of the Company’s Articles of Association and the provisions of the By-Laws of the Supervisory Board of TAURON Polska Energia S.A. with its registered office in Katowice. When performing their duties, members of the Supervisory Board act in accordance with the principles included in the Best Practices 2016.

The main form of the Supervisory Board overseeing the Company’s operations are the meetings of the Supervisory Board. The Supervisory Board shall perform its obligations collectively. The meetings of the Company’s Supervisory Board are convened by the Chairperson of the Supervisory Board or the Vice Chairperson of the Supervisory Board by presenting a detailed agenda:

  • in accordance with the decisions taken by the Supervisory Board,
  • of his/her own initiative,
  • at a written request of each Member of the Supervisory Board,
  • at a written request of the Management Board.

The meetings of the Supervisory Board are held at the Company’s registered office. In justified cases a meeting may be convened at a different venue. In order to convene a meeting all Members of the Company’s Supervisory Board must be invited in writing at least 7 days before the date of the Supervisory Board’s meeting. For important reasons the Chairperson of the Supervisory Board may shorten this period to 2 days, defining the way the invitations should be distributed. Notifications of the Supervisory Board’s meeting are sent by fax or electronic mail. In the notification of the Supervisory Board’s meeting the Chairperson defines the date of the meeting, venue of the meeting and the detailed draft agenda.

The Supervisory Board of the Company meets on as needed basis, however not less frequently than once every 2 months. The Supervisory Board may hold meetings without convening a formal meeting if all Members of the Supervisory Board are present and nobody objects against the fact of holding the meeting or against the agenda. A change of the proposed agenda may occur when all Members of the Company’s Supervisory Board are present at the meeting and no one raises an objection against the agenda. An issue not included in the agenda should be included in the agenda of the next meeting.

Participation in a meeting of the Supervisory Board is a Supervisory Board Member’s duty. A Member of the Supervisory Board shall provide information on the reason for his/her absence in writing. Excusing an absence of a Member of the Supervisory Board requires a resolution of the Company’s Supervisory Board. Members of the Company’s Management Board may take part in the Supervisory Board’s meetings unless the Supervisory Board raises an objection. Participation of the Company’s Management Board’s members in the Supervisory Board meetings is mandatory if they have been invited by the Chairperson of the Supervisory Board. Other persons may also take part in the meetings if they have been invited in the above-mentioned way.

The Supervisory Board may seek opinions of legal counsels who provide regular legal advice for the Company, as well as, in justified cases, it may appoint and invite to meetings of the Supervisory Board appropriate experts in order to seek their opinion and make the right decision. In the above-mentioned cases the Supervisory Board passes a resolution on commissioning the selected expert to carry out the work, obligating the Company’s Management Board to conclude an applicable agreement.

The meetings of the Supervisory Board are chaired by the Chairperson of the Supervisory Board, and in case of his/her absence by the Vice Chairperson of the Supervisory Board. For important reasons, with the consent of the majority of the Members of the Supervisory Board present at the meeting, the person chairing the meeting is obligated to subject to a vote a motion to interrupt the meeting and set the date of resuming the meeting of the Company’s Supervisory Board. The Supervisory Board makes decisions in the form of resolutions. The Supervisory Board’s resolutions are passed mainly during the meetings thereof. The Supervisory Board passes resolutions if at least half of its members are present at the meeting and all of its members have been invited in the appropriate manner defined in the Regulations of the Supervisory Board. Subject to the mandatory legal regulations in force, including the Code of Commercial Companies (ksh) and the provisions of the Company’s Articles of Association, the Supervisory Board passes resolutions by an absolute majority of votes of the persons present at the meeting where the absolute majority of votes is understood as more votes cast “for” than “against” and “abstain”. Resolutions shall not be passed on matters not included in the agenda unless all Members of the Supervisory Board are present and nobody raises an objection. This applies to the resolutions on excusing a Supervisory Board’s member’s absence at the meeting. Resolutions are voted on in an open ballot. A secret ballot is ordered:

  • at the request of at least one member of the Supervisory Board,
  • in personnel related matters.

In accordance with the Company’s Articles of Association the Supervisory Board may pass resolutions in writing or using means of direct remote communications. Passing a resolution in such a way shall require a prior notification of all Members of the Supervisory Board of the content of the draft resolution and the participation of at least half of the Members of the Supervisory Board in passing the resolution. The Supervisory Board may pass resolutions this way in the personnel related matters, as well as in other matters the resolution of which requires a secret ballot vote as long as no Member of the Supervisory Board raises an objection. When voting on a resolution in the above-mentioned way a Member of the Supervisory Board indicates his/her vote, i.e. “for”, “against” or “abstain”. A resolution with a note that it has been passed in writing or by voting using the means of direct remote communications is signed by the Chairperson of the Supervisory Board. Resolutions passed this way are presented at the forthcoming meeting of the Supervisory Board along with the result of the voting.

Participation in a meeting of the Company’s Supervisory Board using the means of direct remote communications, i.e. a conference call or a video conference, is allowed. In case the Members of the Company’s Supervisory Board take part in a meeting of the Company’s Supervisory Board using the means of direct remote communications, the resolutions are passed if at least half of the Members of the Company’s Supervisory Board participate in the vote. The Members of the Supervisory Board take part in the meetings and exercise their rights and responsibilities in person, and while performing their duties they are obliged to act with due diligence. The Members of the Supervisory Board are obliged to keep confidential information related to the Company’s activities that they have acquired in connection with holding their seat or on another occasion.

The Supervisory Board may, for important reasons, delegate its individual members to perform certain supervision actions on their own for a defined period of time. The Supervisory Board may delegate its members, for a period not longer than three months, to temporarily perform the duties of the Members of the Management Board who have been dismissed, submitted their resignation or if for other reasons they cannot perform their functions. The above-mentioned delegation shall require obtaining a consent of the Member of the Supervisory Board who is to be delegated.

RULES ON APPOINTING AND DISMISSING THE MEMBERS OF THE SUPERVISORY BOARD

Supervisory Board of the Company is composed of 5 to 9 persons, appointed for a common term of office lasting 3 years, except for the first term that lasted 1 year. In accordance with the Company’s Articles of Association members of the Company’s Supervisory Board are appointed and dismissed by the GM, subject to the following:

  1. during the time when the State Treasury, together with the State Treasury controlled entities within the meaning of § 10 clause 5 of Company’s Articles of Association, hold a number of the Company’s shares that entitle them to exercise at least 25% of the total votes in the Company, the State Treasury shall be entitled to appoint and dismiss Members of the Company’s Supervisory Board in the number equal to half of the maximum number of members of the Company’s Supervisory Board defined in the Company’s Articles of Association (in case such number is not integral it shall be rounded down to an integral number, for example 4.5 shall be rounded down to 4) and increased by 1, provided that the State Treasury:
    1. is obliged to vote at the GM on establishing the number of Members of the Company’s Supervisory Board that would correspond to the maximum number of Members of the Company’s Supervisory Board defined in the Company’s Articles of Association in case such a motion is submitted to the Company’s Management Board by a shareholder or shareholders who hold a number of votes that entitle them to exercise at least 5% of the total number of votes in the Company,
    2. is excluded from the voting at the GM on appointing and dismissing other members of the Company’s Supervisory Board, including independent members of the Company’s Supervisory Board; this does not, however, apply to the case when the Company’s Supervisory Board cannot act due to its membership being smaller than required by the Company’s Articles of Association, and the shareholders present at the GM, other than the State Treasury, do not supplement the membership of the Company’s Supervisory Board in accordance with the distribution of seats in the Company’s Supervisory Board defined in this section,
  2. during the time when the State Treasury, together with the State Treasury controlled entities within the meaning of § 10 clause 5 of the Company’s Articles of Association, hold a number of the Company’s shares that entitle them to exercise less than 25% of the total number of votes in the Company, the State Treasury, represented by the minister competent to exercise the rights related to the State Treasury’s shares, shall be entitled to appoint and dismiss one member of the Company’s Supervisory Board,
  3. appointing and dismissing members of the Company’s Supervisory Board by the State Treasury pursuant to the above-mentioned clause 1) or 2) shall take place by means of a statement submitted to the Company.

In accordance with the Best Practice 2016 at least two members of the Company’s Supervisory Board shall meet the criteria of independence.

Independent Members of the Company’s Supervisory Board shall submit to the Company, prior to their appointment as members of the Company’s Supervisory Board, a written statement on compliance with the independence criteria mentioned in the Best Practice 2016.

COMPETENCE OF THE SUPERVISORY BOARD

Supervisory Board of the Company continuously oversees the Company’s activities in all areas of its operations.

In accordance with the Company’s Articles of Association, the Supervisory Board’s tasks and competences shall include in particular the following matters:

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Competences related to providing opinions
  1. evaluate the Company’s Management Board’s report on the Company’s operations (Directors’ Report) as well as the financial statements for the last financial year with respect to their compliance with the books, documents as well as with the actual status. This shall also apply to the Capital Group’s consolidated financial statements,
  2. evaluate the Company’s Management Board’s recommendations on profit distribution or loss coverage,
  3. submit a written report to the GM on the outcome of the activities referred to in clauses 1 and 2 above,
  4. prepare once a year and submit to the GM:
    1. evaluation of the Company’s situation, including the assessment of the internal control, risk management systems, compliance and the internal audit functions, including all significant control mechanisms, in particular, those related to the financial reporting and operations,
    2. report on the activities of the Company’s Supervisory Board comprising at least information concerning: the composition of the Company’s Supervisory Board and its Committees, compliance with the independence criteria by the Members of the Company’s Supervisory Board, the number of meetings of the Company’s Supervisory Board and its Committees and the completed self-assessment of the Company’s Supervisory Board’s work,
    3. assessment of the method of fulfilment of the information (disclosure) obligations by the Company, in relation to the application of the corporate governance principles defined in the Regulations of the Exchange and the provisions related to the current and periodic information (disclosures) filed by the issuers of securities,
    4. assessment of the rationality of the sponsoring, charitable policy, or other similar policy pursued by the Company, or the information concerning the lack of such policy,
  5. prepare, along with the report on the results of the Company’s annual financial statements’ evaluation, the Company’s Supervisory Board’s opinion on the financial viability of the Company’s capital (equity) investments in other commercial law entities made in the given financial year,
  6. provide opinions on the Capital Group’s Corporate Strategy,
  7. provide opinions on the rules of conducting the sponsoring activities,
  8. provide opinions on the annual plan of conducting the sponsoring activities as well as on the annual report on the implementation thereof,
  9. provide opinions on the reports drawn up, by the Company’s Management Board, on the entertainment expenses, the expenditures on legal services, marketing services, public relations and social communications services as well as advisory services related to management,
  10. provide opinions on the Company’s Management Board’s motions regarding the matters referred to in § 35 of the Company’s Articles of Association, excluding the motions regarding the members of the Company’s Supervisory Board,
  11. provide opinions on the changes of the rules of divesting fixed assets, defined in § 381 of the Company’s Articles of Association.
Competences that include
  1. selecting a certified auditor to carry out an audit of the Company’s financial statements and the Capital Group’s consolidated financial statements,
  2. defining the scope and deadlines for submitting the Company’s and the Capital Group’s annual material and financial plan by the Company’s Management Board,
  3. approving the Company’s and the Capital Group’s material and financial plan by the Company’s Management Board,
  4. adopting the consolidated text of the Company’s Articles of Association, drawn up by the Company’s Management Board,
  5. approving the Company’s Management Board’s by-laws
  6. approving the organizational regulations of the Company’s enterprise,
  7. approving the capital group’s compensation policy,
  8. purchasing real estate asset components within the meaning of the Act of September 29, 1994, on accounting, with the value exceeding:
    1. PLN 20,000,000 or
    2. 5% of the total assets within the meaning of the Act of September 29, 1994, on accounting, determined on the basis of the last approved financial statements, subject to the provisions of § 20, clause 6 of the Company’s Articles of Association,
  9. disposing of fixed asset components, within the meaning of the Act of September 29, 1994, on accounting, classified as intangible and legal assets, tangible fixed assets or long-term investments, including making a contribution to a company or cooperative if the market value of such components exceeds PLN 20,000,000 or 5% of the total assets within the meaning of the Act of September 29, 1994, on accounting, determined on the basis of the last approved financial statements, subject to the provisions of § 20, clause 6 of the Company’s Articles of Association, as well as handing over these components for use to another entity for a period longer than 180 days in a calendar year, based on a legal transaction, if the market value of the subject of the legal transaction exceeds PLN 500 000 or 5% of the total assets, where the handing over of such components for use in case of:
    1. lease, tenancy and other contracts for the transfer of an asset for use by other entities for a fee – market value of the subject of legal action shall be understood as the value of services for: one year – if the asset was transferred on the basis of an agreement concluded for an indefinite period, the entire duration of the agreement – in case of contracts concluded for a fixed period,
    2. loan contracts and other free contracts for the handing over of an asset for use by other entities – the market value of the subject of legal transaction shall be understood as the equivalent of benefits that would be due if the lease or tenancy agreement were concluded, for: one year – if the asset is handed over under the contract concluded for an indefinite period, the entire duration of the contract – in case of contracts concluded for a definite period,
  10. assuming contingent liabilities, including granting guaranties and sureties by the Company with the value exceeding the equivalent of PLN 20,000,000,
  11. issuing bills of exchange with the value exceeding the equivalent of PLN 20,000,000,
  12. making an advance payment on account of the expected dividend,
  13. taking up or purchasing shares in another company with the value exceeding:
    1. PLN 20,000,000 or
    2. 5% of the total assets within the meaning of the Act of 29 September 29, 1994 on accounting, determined on the basis of the last approved financial statements,
  14. selling shares in another company with the value exceeding:
    1. PLN 20,000,000 or
    2. 10% of the total assets within the meaning of the Act of 29 September 1994, on accounting determined on the basis of the last approved financial statements,
  15. concluding a material agreement with a shareholder holding at least 5% of the total number of votes in the Company or a related company, with a proviso, that this obligation shall not cover typical transactions and transactions concluded at arm’s length as part of the business operations conducted by the Company with entities that are members of the Capital Group,
  16. concluding an agreement on legal services, marketing services, public relations and social communications services as well as advisory services related to management, if the amount of the total net compensation for the services provided exceeds PLN 500 000, on a yearly basis,
  17. amending an agreement on legal services, marketing services, public relations and social communications services as well as advisory services related to management, increasing the compensation above the amount mentioned in section 16 above,
  18. concluding an agreement on legal services, marketing services, public relations and social communications services as well as advisory services related to management, under which the maximum compensation amount (cap) is not envisaged,
  19. concluding a donation agreement or another agreement with similar consequences of the value exceeding PLN 20,000 or 0.1% of the total assets within the meaning of the Act of September 29, 1994, on accounting, determined on the basis of the last approved financial statements,
  20. relieving from debt or from another agreement with similar consequences of the value exceeding PLN 50,000 or 0.1% of the total assets within the meaning of the Act of September 29, 1994, on accounting, determined on the basis of the last approved financial statements,
  21. concluding a material transaction with a related entity within the meaning of the Act of July 29, 2005, on the public offering and the conditions for introducing financial instruments to an organized trading system and on public companies,
  22. granting a permission to establish the Company’s branches abroad,
  23. defining the way of exercising the voting right at the GM or at the SM of companies in which the Company holds more than 50% of shares, with respect to the following matters:
    1. selling and leasing out the company’s enterprise or its organized part as well as establishing a limited pledge (property right) thereupon them if their value exceeds the PLN equivalent of EUR 5,000,000,
    2. dissolving and liquidating the company.
  24. defining the manner of exercising the voting right by a representative of TAURON during the GMs of companies (subsidiaries) with respect to which the Company is a dominating entrepreneur within the meaning of art. 4 section 3 of the Act of February 16, 2007, on competition and consumer protection, with respect to the following issues:
    1. company setting up another company,
    2. change to the Articles of Association or the shareholders agreement and the subject of the company’s operations,
    3. merging, transforming, splitting, dissolving and liquidating the company,
    4. increasing or decreasing the company’s share capital,
    5. selling and leasing out the company’s enterprise or its organized part and establishing a limited pledge (property right) thereupon,
    6. redeeming (retiring) of shares,
    7. setting the compensation of members of the Management Boards and Supervisory Boards,
    8. provision related to the claims for remedying damage inflicted when setting up the company or performing the management or supervision,
    9. matters mentioned in art. 17 of the Act of December 16, 2016, on the principles of state assets management, subject to § 15, clause 4 of the Company’s Articles of Association, with the exception of the matters relating to the legal transactions referred to in § 20. clause 6 of the Company’s Articles of Association, and with the exception of matters regarding the acquisition or disposal of fixed assets constituting or intended to constitute assets necessary to conduct business operations with respect to the distribution of electricity by a company that is an operator of the power distribution system.
Competences related to the Management Board
  1. appoint and dismiss members of the Company’s Management Board,
  2. establish the rules of compensation and the amounts of compensation for the Members of the Company’s Management Board, subject to § 18 of the Company’s Articles of Association,
  3. suspend members of the Company’s Management Board from office for important reasons,
  4. delegate members of the Company’s Supervisory Board to temporarily perform duties of the Members of the Company’s Management Board who cannot perform their duties and establish their compensation subject to the provision that the total compensation of the delegated person as a Member of the Company’s Supervisory Board’s as well as on account of being delegated to temporarily perform duties of a Member of the Company’s Management Board shall not exceed the compensation established for the Member of the Company’s Management Board to replace whom the Member of the Company’s Supervisory Board was delegated,
  5. conduct a recruitment process for the position of a Member of the Company’s Management Board,
  6. conduct a competition in order to select a person with whom an agreement to perform the management board functions (services) in the Company shall be concluded and conclude such agreement to perform the management board functions (services) in the Company,
  7. grant a permission to the Members of the Company’s Management Board to take positions in governing bodies of other companies.
Other competences of the Company’s Supervisory Board
  1. approve the Company’s Management Board’s annual report on the supervision over the implementation of investment projects,
  2. prepare reports on overseeing the implementation of investment projects by the Company’s Management Board, including fixed asset purchases, and in particular provide opinions on the correctness and effectiveness of expenditures related thereto,
  3. approve the reports drawn up by the Company’s Management Board on:
    1. entertainment expenses, expenditures on legal services, marketing services, public relations and social communications service as well as advisory services related to management,
    2. applying good practices defined by the Chairman of the Council of Ministers (Prime Minister) on the basis of art. 7, clause 3 of the Act on the principles of state assets management with respect to corporate governance, corporate social responsibility and sponsorship,
  4. pass regulations describing in detail the Company’s Supervisory Board’s procedures.

COMPOSITION OF THE SUPERVISORY BOARD

The current, 6th term of office of the Company’s Supervisory Board, began on July 15, 2020, i.e. on the day of holding the Ordinary GM of the Company approving the financial statements for the last full financial year of the tenure of the Members of the Company’s Supervisory Board of the 5th term, i.e. for the financial year 2019.

In accordance with the Company’s Articles of Association, it is a common term of office and it lasts for 3 years.

The composition of the Company’s Supervisory Board, as of December 31, 2020:

  1. Andrzej Kania – Chair of the Supervisory Board,
  2. Teresa Famulska – Vice Chair of the Supervisory Board,
  3. Katarzyna Taczanowska – Secretary of the Supervisory Board,
  4. Ryszard Madziar – Member of the Supervisory Board,
  5. Grzegorz Peczkis – Member of the Supervisory Board,
  6. Barbara Piontek – Member of the Supervisory Board.

The composition of the Company’s Supervisory Board, as of the date of drawing up this report:

1. ANDRZEJ KANIA - Chair of the Supervisory Board

A graduate of the Rzeszów University of Technology (Politechnika Rzeszowska), where he completed his studies in 1991. Andrzej Kania is also a graduate of the National School of Public Administration in Warsaw (Krajowa Szkoła Administracji Publicznej) and the doctoral studies that he completed at the Warsaw School of Economics (Szkoła Główna Handlowa)

Andrzej Kania has held important positions at public institutions. He was a Department Head at the Energy Regulatory Office and the Director of the Energy Department at the Ministry of Economy. He also held the position of the Office Director of the Polish Electricity Association. He has extensive experience with respect to investment project evaluation and implementation based on measurable results in the management of large scale and high-risk investment projects. He also served as a Member of the Supervisory Board at six companies operating in the energy and infrastructure sector. He was a Member of the Supervisory Board of Polimex Mostostal S.A. from November 30, 2017, until March 15, 2020.

He is currently holding the position of the Director of the Department of Security and Crisis Management at the Ministry of State Assets.

Andrzej Kania has been a Member of the Supervisory Board of TAURON Polska Energia S.A. since May 22, 2020. In the Company’s Supervisory Board of the 6th common term of office he is the Chair of the Company’s Supervisory Board and the Head of the Nominations and Compensation Committee of the Company’s Supervisory Board and a Member of the Strategy Committee of the Company’s Supervisory Board.

2. TERESA FAMULSKA - Vice Chair of the Supervisory Board

A graduate of the University of Economics in Katowice (currently the University of Economics in Katowice). She holds a title of a Professor of economics appointed by the President of the Republic of Poland at the request of the Board of the Faculty of Finance and Insurance of the University of Economics in Katowice. She is a professional tax advisor.

Since graduation she has been associated with the University of Economics in Katowice. She is currently the Head of the Public Finance Department holding the full Professor’s position. In 1998-2013 she had been working at the School of Banking and Finance, recently as a dean, holding the full Professor’s position.

An author of more than 150 domestic and foreign publications in the field of finance, mainly public finance and corporate finance. Apart from academic work she is continuously involved in business practice, participating, among others, in several dozen science and research projects. She conducted numerous lectures and training courses for the finance and management personnel of enterprises and for the tax authorities’ staff. In 2007-2018 she had worked for three consecutive terms at the State Examination Commission on Tax Advisory Services, where, since 2010, for two consecutive terms based on the Minister of Finance’s appointment, she was the Head of the Commission. In 2007-2019 a member of the Financial Education Committee of the Polish Academy of Science, where, in 2011-2015, she was a member of the Board of the Committee. Furthermore, she is a member of the Polish Finance and Banking Association (since 2004, a member of the Board), International Fiscal Association, Center for Information and Organization of Public Finance and Tax Law Research of Central and Eastern European Countries and Polish Economic Society. 

She was awarded the following orders and accolades: Silver Cross of Merit, Silver Medal for Long-Term Service, Medal of the Commission of National Education, awards of the Minister of National Education and of the President of the University of Economics in Katowice.

In the period from May 29, 2017, until July 14, 2020, she had been a member of the Supervisory Board of TAURON Polska Energia S.A., holding the position of the Vice Chair of the Supervisory Board and the Head of the Audit Committee of the Supervisory Board.

Teresa Famulska has been a Member of the Supervisory Board of TAURON Polska Energia S.A. of the 6th common term of office since August 3, 2020, holding the position of the Vice Chair of the Company’s Supervisory Board and the Head of the Audit Committee of the Company’s Supervisory Board.

3. KATARZYNA TACZANOWSKA - Secretary of the Supervisory Board

A graduate of the Faculty of Law of the University of Warsaw, registered on the list of attorneys-at-law of the Warsaw Bar Association (Okręgowa Izba Radców Prawnych w Warszawie). 

She has many years of professional experience in providing legal services for business entities that she has been offering since 2003. She was a partner at the GWW Woźny and Partners (GWW Woźny i Wspólnicy) law firm, since 2009 until now she has been a partner at the Kudlak, Taczanowska-Wileńska sp.k. law firm. In 2009-2012 she had been the Director of the Legal Office at Towarzystwo Funduszy Inwestycyjnych PZU S.A. (PZU S.A. Investment Funds Company). She was a member of the Supervisory Boards of PZU Życie S.A., LOT Aircraft Maintenance Services sp. z o.o. and IDA Management sp. z o.o. Since July 2018 she has been holding the position of the General Director for Corporate and Legal Affairs at KGHM Polska Miedź S.A.

Katarzyna Taczanowska has been a Member of the Supervisory Board of TAURON Polska Energia S.A. since May 8, 2019. In the Company’s Supervisory Board of the 6th common term of office she is the Secretary of the Company’s Supervisory Board and a member of the Audit Committee of the Company’s Supervisory Board.

4. STANISŁAW BORKOWSKI - Member of the Supervisory Board

A graduate of the Executive MBA studies at the University of Quebec in Montreal and a graduate of the Master of Business Administration studies at the Warsaw School of Economics. In addition, a graduate of the Faculty of Medicine at the University of Oslo.

He gained his professional experience in the insurance sector, holding in the years 2001-2015 the position of the director of the health insurance department and a member of the management board at insurance companies, including at PZU S.A., Allianz Bank Polska S.A., Credit Agricole Ubezpieczenia. In the years 2015-2017, he was a partner at Mangograss Sp. z o.o. responsible for consulting and investments. He was also the President of the Management Board of Uzdrowisko Konstancin Zdrój S.A. and the Medical Institution (Zakład Leczniczy) Uzdrowisko Nałęczów S.A. in the years 2016-2017.

Currently, since 2017, he is the President of the Management Board of Colbird Sp. z o.o. (Ltd), and he has been the financial director at Voico Inc. in Laval (Canada) since 2020.

He was a member of the supervisory boards of joint stock companies, where he was the chair of the supervisory board, as well as the head of the audit committees. Currently, he is a Member of the Supervisory Board and at the same time the Head of the Audit Committee of UNUM Polska S.A., as well as the Head of the Audit Committee at the Polish-Canadian Chamber of Commerce.

Decorated with the Golden Cross of Merit.

5. LESZEK KOZIOROWSKI - Member of the Supervisory Board

A graduate of the Faculty of Law and Administration of the University of Warsaw, Registered on the list of attorneys-at-law of the Warsaw Bar Association (Okręgowa Izba Radców Prawnych w Warszawie).

From the beginning of his professional career, he has been associated with the capital market. In the years 1994-1999 at the Securities Commission (Komisja Papierów Wartościowych – KPW), initially at the Office of Brokerage Houses and Trust Funds, later as an advisor to the Chair of the Securities Commission (KPW).

During his work at the Securities Commission (KPW), he was also holding the position of the Deputy Chairman of the Examination Committee for Investment Advisors.

Currently at GESSEL, KOZIOROWSKI Kancelaria Radców Prawnych i Adwokatów sp. p., where he created and manages the capital market law department – employed since 1999, partner since 2002.

He was an arbitrator at the Stock Exchange Court at the Warsaw Stock Exchange (Sąd Giełdowy przy Giełdzie Papierów Wartościowych w Warszawie).

Since 2015, he has been a member of the Corporate Governance Committee at the Warsaw Stock Exchange (Komitet Ładu Korporacyjnego przy Giełdzie Papierów Wartościowych w Warszawie), where he was a co-author of the Best Practices of WSE Listed Companies 2016 and of the latest: Best Practices of WSE Listed Companies 2021.

He held the position of the chair and a member of the Supervisory Boards at a number of private and public joint stock companies, for example, IGLOTEX S.A. (the chair of the Supervisory Board), ESALIENS TFI S.A. (the chair of the Supervisory Board), Zakłady Odzieżowe BYTOM S.A., TETA S.A. (the chair of the Supervisory Board), TAURON Polska Energia S.A. (in 2010-2017).

An author of numerous publications in the field of the capital market law.

6. RYSZARD MADZIAR - Member of the Supervisory Board

A graduate of the faculty of political science of the University of Warsaw. He holds an MBA degree obtained at the Warsaw Management University (Wyższa Szkoła Menedżerska w Warszawie). 

He has an extensive experience in public administration. He has held the following positions: the Mayor of Wołomin, the Head of the Political Cabinet of the Vice Chairman of the Council of Ministers, and prior to that, the Deputy Director of the Mazovian Regional Office of the Agency for Restructuring and Modernization of Agriculture (Agencja Restrukturyzacji i Modernizacji Rolnictwa). He is a member of the Supervisory Board of, among others, Totalizator Sportowy. Currently, he is the Head of the Political Cabinet of the Vice Chair of the Council of Ministers (Deputy Prime Minister) in the Chancellery of the Prime Minister.

Ryszard Madziar has been a Member of the Supervisory Board of TAURON Polska Energia S.A. since July 15, 2020. In the Company’s Supervisory Board of the 6th common term of office he is a Member of the Nominations and Compensation Committee of the Company’s Supervisory Board and a Member of the Strategy Committee of the Company’s Supervisory Board.

7. GRZEGORZ PECZKIS - Member of the Supervisory Board

A graduate of the Faculty of Environment and Energy Engineering of the Silesian University of Technology, specializing in Machine Mechanics and Design. He holds a PhD degree in technical science in the field of machine design and operation. He also completed post-graduate studies in enterprise (business) management and pedagogical professional development studies for university lecturers. 

He gained experience both in business, as a proxy at the Diapom sp. z o.o. company, as well as at academic institutions as an Assistant Lecturer and then an Assistant Professor at the Silesian University of Technology. He is an author of several dozen scientific (research) and popular (journalistic) publications. He holds rights under ten patents granted by the Patent Office of the Republic of Poland. He is holding the position of the Vice Chair of the Supervisory Board of Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. 

Grzegorz Peczkis has been a Member of the Supervisory Board of TAURON Polska Energia S.A. since December 6, 2019. In the Company’s Supervisory Board of the 6th common term of office he is the Head of the Strategy Committee of the Company’s Supervisory Board and a Member of the Audit Committee of the Company’s Supervisory Board and a Member of the Nominations and Compensation Committee of the Company’s Supervisory Board

8. MARCIN WAWRZYNIAK

A graduate of the Faculty of Law and Administration of the Cardinal Stefan Wyszyński University in Warsaw (Uniwersytet Kardynała Stefana Wyszyńskiego w Warszawie). Entered on the list of legal counsels (attorneys-at-law) at the District Chamber of the Legal Counsels (Attorneys-at-law) in Warsaw (Warsaw Bar Association). An attorney-at-law (barrister), a member of the Warsaw Bar Association. A Member of the Tribunal of State.

Mr. Marcin Wawrzyniak has many years of professional experience with respect to providing legal services and consultancy for business entities, including the energy sector companies. A legal advisor to the central and local government administration bodies with respect to investment processes. A partner at the law firm Wawrzyniak i Partnerzy Radcowie Prawni sp. p. (Wawrzyniak and Partners Legal Counsels Limited Liability Partnership – LLP). He was a member of the supervisory boards and the management boards of public and private sector companies.

An author of several dozen publications in the field of business law, including books and comments to an act of law.

CHANGES TO THE COMPOSITION OF THE COMPANY’S SUPERVISORY BOARD IN 2020 AND BY THE DATE OF DRAWING UP THIS REPORT

As of January 1, 2020, the Company’s Supervisory Board of the 5th common term of office was composed of the following members: Beata Chłodzińska (Chair of the Supervisory Board), Teresa Famulska (Vice Chair of the Supervisory Board), Jacek Szyke (Secretary of the Supervisory Board), Barbara Łasak-Jarszak (Member of the Supervisory Board), Grzegorz Peczkis (Member of the Supervisory Board), Jan Płudowski (Member of the Supervisory Board), Marcin Szlenk (Member of the Supervisory Board), Katarzyna Taczanowska (Member of the Supervisory Board) and Agnieszka Woźniak (Member of the Supervisory Board).

On March 24, 2020, the Minister of State Assets, acting pursuant to § 23, section 1, clauses 1) and 3) of the Company’s Articles of Association, dismissed Agnieszka Woźniak from the Company’s Supervisory Board of the 5th common term of office and appointed Andrzej Śliwka to be a member of the Company’s Supervisory Board of the 5th common term of office.

On April 20, 2020, Jacek Szyke and Marcin Szlenk submitted statements on their resignations from the membership of the Company’s Supervisory Board of the 5th common term of office, without providing the reasons for their resignations.

On April 27, 2020, Beata Chłodzińska submitted a statement on her resignation from the membership of the Company’s Supervisory Board of the 5th common term of office, without providing the reasons for her resignation.

On May 22, 2020, the Minister of State Assets, acting pursuant to § 23, section 1, clauses 1) and 3) of the Company’s Articles of Association, appointed Andrzej Kania to be a member of the Company’s Supervisory Board of the 5th common term of office.

On May 25, 2020, the Company’s Supervisory Board appointed Andrzej Kania to be the Chair of the Company’s Supervisory Board of the 5th common term of office and Katarzyna Taczanowska to be the Secretary of the Company’s Supervisory Board of the 5th common term of office.

On June 5, 2020, the Minister of State Assets, acting pursuant to § 23, section 1, clauses 1) and 3) of the Company’s Articles of Association, dismissed Jan Płudowski from the Company’s Supervisory Board of the 5th common term of office and appointed Barbara Piontek to be a member of the Company’s Supervisory Board of the 5th common term of office.

On June 16, 2020, Andrzej Śliwka submitted a statement on his resignation from the membership of the Company’s Supervisory Board of the 5th common term of office, without providing the reasons for his resignation.

On July 15, 2020, i.e. on the date of the Ordinary General Meeting (GM) of the Company approving the financial statements for the last full financial year of performing the function of the Members of the Company’s Supervisory Board of the 5th common term of office, i.e. for the financial year 2019, the mandates of all Members of the Company’s Supervisory Board of the 5th common term of office expired.

On July 15, 2020, the Minister of State Assets, acting pursuant to § 23, section 1, clauses 1) and 3) of the Company’s Articles of Association, appointed Andrzej Kania, Ryszard Madziar and Barbara Piontek to be Members of the Company’s Supervisory Board of the 6th common term of office.

On July 15, 2020, the Ordinary General Meeting (GM) of the Company, acting pursuant to § 22, section 1) of the Company Articles of Association, appointed Grzegorz Peczkis and Katarzyna Taczanowską to be Members of the Company’s Supervisory Board of the 6th common term of office.

On August 3, 2020, the Minister of State Assets, acting pursuant to § 23, section 1, clauses 1) and 3) of the Company’s Articles of Association, appointed Teresa Famulska to be a Member of the Company’s Supervisory Board of the 6th common term of office.

On August 3, 2020, the Company’s Supervisory Board of the 6th common term of office elected Andrzej Kania to be the Chair of the Company’s Supervisory Board of the 6th common term of office, Teresa Famulska to be the Vice-Chair of the Company’s Supervisory Board of the 6th common term of office and Katarzyna Taczanowska as the Secretary of the Company’s Supervisory Board of the 6th common term of office.

On February 12, 2021, Barbara Piontek submitted a statement on her resignation, as of February 28, 2021, from the membership of the Company’s Supervisory Board of the 6th common term of office, in connection with assuming the position of the President of the Management Board of Jastrzębska Spółka Węglowa S.A. from 1 March 2021.

On April 6, 2021, the Minister of State Assets, acting pursuant to § 23, section 1, clauses 1) and 3) of the Company’s Articles of Association, appointed Marcin Wawrzyniak to be Member of the Company’s Supervisory Board of the 6th common term of office.

On May 24, 2021, the Ordinary General Meeting (GM) of the Company adopted  resolutions on appointing Stanisław Borkowski and Leszek Koziorowski to the Supervisory Board of the Company for the 6th common term of office.

INFORMATION ON THE INDEPENDENCE OF THE MEMBERS OF THE SUPERVISORY BOARD

In accordance with the Best Practice 2016 at least two members of the Company’s Supervisory Board shall meet the criteria of independence.

The phrase ”an independent member of the supervisory board” denotes independence of a member of the supervisory board within the meaning of Appendix II to the Recommendation of the European Commission of February 15, 2005, on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board (2005/162/EC) and the additional criteria indicated in the Best Practice 2016.

Independent Members of the Company’s Supervisory Board shall submit to the Company, prior to their appointment as members of the Company’s Supervisory Board, a written statement on compliance with the independence criteria mentioned in the Best Practice 2016. In case a situation occurs where the independence criteria are not complied with, a Member of the Supervisory Board shall be obligated to inform the Company promptly thereof.

Information on the fulfillment by the Members of the Supervisory Board of the independence criteria is posted on the Company’s website.

Fulfillment by the Members of the Company's Supervisory Board of the independence requirements, as of December 31, 2020 and as of the date of drawing up this report

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Fulfillment by the Members of the Company’s Supervisory Board of the independence requirements, as of December 31, 2020
First and last name Fulfillment of the independence requirements as of December 31, 2020
1.

Andrzej Kania

Does not meet independence requirements
2. Teresa Famulska Meets independence requirements
3. Katarzyna Taczanowska Does not meet independence requirements
4. Ryszard Madziar Does not meet independence requirements
5. Grzegorz Peczkis Meets independence requirements
6. Barbara Piotnek Meets independence requirements

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Fulfillment by the Members of the Company’s Supervisory Board of the independence requirements, as of the date of drawing up this report
First and last name Fulfillment of the independence requirements as of the date of drawing up this report
1.

Andrzej Kania

Does not meet independence requirements
2. Teresa Famulska Meets independence requirements
3. Katarzyna Taczanowska Does not meet independence requirements
4. Ryszard Madziar Does not meet independence requirements
5. Stanisław Borkowski Meets independence requirements
6. Leszek Koziorowski Meets independence requirements
7. Grzegorz Peczkis Meets independence requirements
8. Marcin Wawrzyniak Meets independence requirements

COMMITTEES OF THE SUPERVISORY BOARD

The Company’s Supervisory Board may appoint from among its members permanent or temporary (ad hoc) working groups, committees to perform specific actions. The standing committees of the Company’s Supervisory Board are:

  1. Audit Committee of the Supervisory Board of TAURON Polska Energia S.A. (Audit Committee),
  2. Nominations and Compensation Committee of the Supervisory Board of TAURON Polska Energia S.A. (Nominations and Compensation Committee),
  3. Strategy Committee of the Supervisory Board of TAURON Polska Energia S.A. (Strategy Committee).

The composition, tasks and rules (procedures) of operation of the above-mentioned committees shall be defined in the regulations thereof passed by the Supervisory Board.

The Committees of the Supervisory Board are advisory and opinion making bodies acting collectively as a part of the Company’s Supervisory Board structure and perform the support and advisory functions for the Supervisory Board. The tasks of the Committees of the Supervisory Board are carried out by submitting motions, recommendations, opinions and statements related to the scope of their tasks to the Supervisory Board, by way of the resolutions passed.

The Committees of the Supervisory Board are independent of the Management Board of the Company.

The Audit Committee and the Nominations and Compensation Committee of the Supervisory Board are composed of 3 to 5 members, while the Strategy Committee is composed of 3 to 7 members.

The activities of the individual Committees are managed by their Chairpersons (Heads). The meetings of the Committees of the Supervisory Board are convened by the Chairperson (Head) of the specific Committee on his / her own initiative or upon the motion of a member of the Committee or Chairperson of the Supervisory Board and they are held on as needed basis. In case of the Audit Committee the meetings are convened at least on a quarterly basis. The Head of the given Committee may invite the Members of the Company’s Supervisory Board, who are not members of the specific Committee, the members of the Management Board and the employees of the Company as well as other persons working or cooperating with the Company to take part in the meetings of the Committees. The Head of the specific Committee or a person appointed by him/her submits motions, recommendations and reports to the Supervisory Board.

The Committees of the Supervisory Board pass resolutions if at least half of their members are present at the meeting and all of the members have been duly invited. The resolutions of the Committees of the Supervisory Board are adopted by an absolute majority of votes present at the meeting, where the absolute majority of votes is understood as more votes given “for” than “against” and “abstain”. The Committees of the Supervisory Board may pass resolutions in writing or by using the means of direct remote communication. The Members of the Committees of the Supervisory Board may also participate in the meetings of the Committees and vote on the resolutions being passed by using the means of direct remote communication, i.e. tele- or videoconferences.

The Company’s Management Board is informed of the recommendations and assessments submitted to the Supervisory Board by the given Committee of the Supervisory Board. Every year, the Committees of the Supervisory Board provide public record information, via the Company, on their memberships, the number of meetings held and the participation in the meetings during the year, as well as on their main activities.

The Company’s Management Board provides the individual Committees with possibility of using the services of the external advisers to the extent required to perform the obligations of the Committees.

AUDIT COMMITTEE

The members of the Audit Committee were appointed for the current term on August 3, 2020 by the Supervisory Board of the 6th common term of office from among its members.

In 2020 the Audit Committee was composed of 3 to 5 members. Due to the changes to the membership of the Supervisory Board of the Company introduced in 2020, the Company’s Supervisory Board also made changes to the membership of the Audit Committee.

Composition of the Audit Committee as of December 31, 2020 and as of the date of drawing up this report:

  1. Teresa Famulska – Head of the Audit Committee,
  2. Grzegorz Peczkis – Member of the Audit Committee,
  3. Katarzyna Taczanowska – Member of the Audit Committee.
Changes to the composition of the Audit Committee in 2020 and by the date of drawing up this report

As of January 1, 2020, the Audit Committee was composed of the following members: Teresa Famulska (Head of the Audit Committee), Jan Płudowski, Marcin Szlenk, Jacek Szyke and Katarzyna Taczanowska.

On April 20, 2020, Jacek Szyke and Marcin Szlenk submitted statements on their resignations from the membership of the Company’s Supervisory Board of the 5th common term of office. This way, they ceased to be the members of the Audit Committee.

On May 25, 2020, the Company’s Supervisory Board of the 5th common term of office supplemented the composition of the Audit Committee by appointing Grzegorz Peczkis and Andrzej Śliwka to be the members thereof.

On June 5, 2020, the Minister of State Assets, acting pursuant to § 23, section 1, clauses 1) and 3) of the Company’s Articles of Association, dismissed Jan Płudowski from the Company’s Supervisory Board of the 5th common term of office. This way, he ceased to be the member of the Audit Committee.

On June 16, 2020, Andrzej Śliwka submitted a statement on his resignation from the membership of the Company’s Supervisory Board of the 5th common term of office. This way, he ceased to be the member of the Audit Committee.

On July 15, 2020, i.e. on the date of the Ordinary General Meeting (GM) of the Company approving the financial statements for the last full financial year of performing the function of the Members of the Company’s Supervisory Board of the 5th common term of office, i.e. for the financial year 2019, the mandates of all Members of the Company’s Supervisory Board of the 5th common term of office expired. This way, Teresa Famulska, Katarzyna Taczanowska and Grzegorz Peczkis ceased to be the members of the Audit Committee.

On August 3, 2020, in connection with the appointment of the Members of the Company’s Supervisory Board of the 6th common term of office, the Company’s Supervisory Board appointed, from the members thereof, Teresa Famulska, Grzegorz Peczkis and Katarzyna Taczanowska to be the members of the Audit Committee.

On August 3, 2020, the Audit Committee elected Teresa Famulska to hold the position of the Head of the Audit Committee.

No other changes to the composition of the Audit Committee had taken place by the date of drawing up this report.

Information on the independence of the members of the Audit Committee

Pursuant to the Act of May 11, 2017, on certified auditors, audit companies and public oversight, the majority the members of the audit committee, including its head, should be independent and at least one member of the audit committee should have knowledge and skills with respect to accounting or auditing financial statements and at least one member of the audit committee should have knowledge and skills in the industry that the company operating in.

In 2020 the membership (composition) of the Audit Committee was in compliance with the requirements defined in the above-mentioned act. The evaluation of the independence and the statutory requirements with respect to the knowledge and skills of the individual members of the Audit Committee was made by the Company’s Supervisory Board based on the relevant statements submitted by the members of the Audit Committee.

Fulfillment, in 2020, by the Members of the Audit Committee of the independence requirements and the requirements with respect to the knowledge and skills held

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First and last name
Period of performing the function (tenure) in the Audit Committee
Fulfillment of the independence requirements and the requirements with respect to the knowledge and skills held
1. Teresa Famulska 1.01.2020 – 15.07.2020
  1. Meets independence requirements
  2. Has knowledge and skills in the field of accounting and auditing of financial statements
3.08.2020 – 31.12.2020
2. Grzegorz Peczkis 25.05.2020 – 15.07.2020
  1. Meets independence requirements
  2. Has knowledge of the industry that the Company is operating in
3.08.2020 – 31.12.2020
3. Katarzyna Taczanowska 1.01.2020 – 15.07.2020 Does not meet independence requirements
3.08.2020 – 31.12.2020
4. Jan Płudowski 1.01.2020 – 5.06.2020
  1. Meets independence requirements
  2. Has knowledge of the industry that the Company is operating in
5. Marcin Szlenk 1.01.2020 – 20.04.2020
  1. Meets independence requirements
  2. Has knowledge and skills in the field of accounting and auditing of financial statements
6. Jacek Szyke 1.01.2020 – 20.04.2020
  1. Meets independence requirements
  2. Has knowledge of the industry that the Company is operating in
7. Andrzej Śliwka 25.05.2020 – 16.06.2020 Does not meet independence requirements

Tasks and competences of the Audit Committee

In 2020 the Audit Committee was performing the tasks and competences defined in the currently applicable legal regulations and in the Regulations of the Audit Committee of the Supervisory Board of TAURON Polska Energia S.A. adopted by the Supervisory Board.
The Audit Committee held 9 meetings in total during the period covered by this report.

Competences of the Audit Committee as of December 31, 2020, and as of the date of drawing up this report:

  1. monitoring:
    1. Company’s financial reporting process,
    2. effectiveness of the internal control, risk management, compliance and internal audit systems, including with respect to the financial reporting,
    3. performing of financial revisions, in particular performing of an audit by an audit company, taking into account any conclusions (motions) and findings of the Audit Supervision Committee stemming from an audit (inspection) performed at an audit company,
  2. controlling and monitoring of the independence and impartiality of the chartered accountant (certified auditor) and the audit company, in particular in case other services than an audit are provided for the benefit of the Company by the audit company,
  3. performing the evaluation of the independence of the certified auditor and expressing consent for the performance thereby of the permitted services that do not constitute an audit within the Company,
  4. developing the policy for selecting the audit company to perform the audit,
  5. developing the policy for performing by the audit company conducting the audit, entities related to such audit company and the members of the audit company’s corporate network, of the permitted services that do not constitute an audit,
  6. defining the procedure for selecting the audit company by the Company,
  7. presenting to the Supervisory Board, for the purpose of selecting the audit company responsible for performing the statutory audit or review of financial statements, of the recommendation, referred to in Art. 130, clauses 2 and 3 of the Act of May 11, 2017 on certified auditors, auditing companies and public oversight and in Art. 16, clause 2 of the Regulation (EU) No 537/2014 of the European Parliament and of the Council of April 16, 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC, in line with the policies referred to above in items 4 and 5,
  8. informing the Supervisory Board of the audit results and explaining how the audit contributed to the accuracy (fairness) of the Company’s financial reporting, and also what the role of the Audit Committee in the audit process was,
  9. presenting the recommendations aimed at ensuring accuracy (fairness, reliability) of the Company’s financial reporting process,
  10. performing other activities vested with the audit committees pursuant to the Act of May 11, 2017, on certified auditors, auditing companies and public oversight, Regulation (EU) No 537/2014 of the European Parliament and of the Council of April 16, 2014 on specific requirements regarding statutory audit of public-interest entities, repealing the Commission Decision 2005/909/EC and the Act of September 29, 1994, on accounting.

The detailed description of the activities of the Audit Committee in the last financial year is provided in the Report on the operations of the Supervisory Board submitted on an annual basis to the GM and published on the Company’s website.

NOMINATIONS AND COMPENSATION COMMITTEE

The members of the Nominations and Compensation Committee were appointed for the current term on August 3, 2020 by the Supervisory Board of the 6th common term of office from among its members.

In 2020 the Nominations and Compensation Committee was composed of 2 to 4 members. Due to the changes to the membership of the Supervisory Board of the Company introduced in 2020, the Company’s Supervisory Board also made changes to the membership of the Nominations and Compensation Committee.

 Composition of the Nominations and Compensation Committee as of December 31, 2020:

  1. Andrzej Kania – Head of the Nominations and Compensation Committee,
  2. Ryszard Madziar – Member of the Nominations and Compensation Committee,
  3. Barbara Piontek – Member of the Nominations and Compensation Committee.

Composition of the Nominations and Compensation Committee as of the date of drawing up this report:

  1. Andrzej Kania – Head of the Nominations and Compensation Committee,
  2. Ryszard Madziar – Member of the Nominations and Compensation Committee,
  3. Grzegorz Peczkis – Member of the Nominations and Compensation Committee.
Changes to the composition of the Nominations and Compensation Committee in 2020 and by the date of drawing up this report

As of January 1, 2020, the Nominations and Compensation Committee was composed of the following members: Beata Chłodzińska (Head of the Nominations and Compensation Committee), Barbara Łasak-Jarszak and Agnieszka Woźniak.

On March 24, 2020, the Minister of State Assets, acting pursuant to § 23, section 1, clauses 1 and 3 of the Company’s Articles of Association, dismissed Agnieszka Woźniak from the Company’s Supervisory Board of the 5th common term of office. This way, she ceased to be the member of the Nominations and Compensation Committee.

On April 20, 2020, the Company’s Supervisory Board of the 5th common term of office supplemented the composition of the Nominations and Compensation Committee by appointing Andrzej Śliwka to be a member thereof.

On April 27, 2020, Beata Chłodzińska submitted a statement on his resignation from the membership of the Company’s Supervisory Board of the 5th common term of office. This way, she ceased to be the member of the Nominations and Compensation Committee.

On May 25, 2020, the Company’s Supervisory Board of the 5th common term of office supplemented the composition of the Nominations and Compensation Committee by appointing Andrzej Kania and Jan Płudowski to be the members thereof.

On May 25, 2020, the Nominations and Compensation Committee elected Andrzej Śliwka to hold the position of the Head of the Nominations and Compensation Committee.

On June 5, 2020, the Minister of State Assets, acting pursuant to § 23, section 1, clauses 1) and 3) of the Company’s Articles of Association, dismissed Jan Płudowski from the Company’s Supervisory Board of the 5th common term of office. This way, he ceased to be the member of the Nominations and Compensation Committee.

On June 16, 2020, Andrzej Śliwka submitted a statement on his resignation from the membership of the Company’s Supervisory Board of the 5th common term of office. This way, he ceased to be the member of the Nominations and Compensation Committee.

On June 18, 2020, the Company’s Supervisory Board of the 5th common term of office supplemented the composition of the Nominations and Compensation Committee by appointing Teresa Famulska to be a member thereof.

On June 18, 2020, the Company’s Supervisory Board of the 5th common term of office elected Andrzej Kania to hold the position of the Head of the Nominations and Compensation Committee.

On July 15, 2020, i.e. on the date of the Ordinary General Meeting (GM) of the Company approving the financial statements for the last full financial year of performing the function of the Members of the Company’s Supervisory Board of the 5th common term of office, i.e. for the financial year 2019, the mandates of all Members of the Company’s Supervisory Board of the 5th common term of office expired. This way, Barbara Łasak-Jarszak, Andrzej Kania and Teresa Famulska ceased to be the members of the Nominations and Compensation Committee.

On August 3, 2020, in connection with the appointment of the Members of the Company’s Supervisory Board of the 6th common term of office, the Company’s Supervisory Board appointed, from the members thereof, Andrzej Kania, Ryszard Madziar and Barbara Piontek to be the members of the Nominations and Compensation Committee.

On August 3, 2020, the Audit Nominations and Compensation Committee elected Andrzej Kania to hold the position of the Head of the Nominations and Compensation Committee.

On February 12, 2020, Barbara Piontek submitted a statement on his resignation from the membership of the Company’s Supervisory Board of the 6th common term of office. This way, he ceased to be the member of the Nominations and Compensation Committee.

On February 19, 2020, the Company’s Supervisory Board of the 6th common term of office supplemented the composition of the Nominations and Compensation Committee by appointing Grzegorz Peczkis to be a member thereof.

On April 26, 2021, Grzegorz Peczkis resigned from the membership of the Nominations and Compensation Committee.

On April 26, 2021, the Company’s Supervisory Board of the 6th common term of office supplemented the composition of the Nominations and Compensation Committee by appointing Marcin Wawrzyniak to be a member thereof.

No other changes to the composition of the Nominations and Compensation Committee had taken place by the date of drawing up this report.

Tasks and competences of the Nominations and Compensation Committee

The tasks and competences of the Nominations and Compensation Committee did not change in 2020.
Competences of the Nominations and Compensation Committee, as of December 31, 2020 and as of the date of drawing up this report:

  1. recommending to the Supervisory Board a recruitment procedure for the positions of the Members of the Company’s Management Board,,
  2. evaluating candidates for the Members of the Management Board and providing the Supervisory Board with opinions in this respect,
  3. recommending to the Supervisory Board a form and content of the agreements to be concluded with the members of the Management Board,
  4. recommending to the Supervisory Board a compensation and bonus system for the members of the Management Board,
  5. recommending to the Supervisory Board the need to suspend a member of the Management Board for important reasons,
  6. recommending to the Supervisory Board the need to delegate a member of the Supervisory Board to temporarily perform the duties of the Members of the Management Board who cannot perform their duties, along with a compensation proposal.

The detailed description of the activities of the Nominations and Compensation Committee in the last financial year is provided in the Report on the operations of the Supervisory Board submitted on an annual basis to the General Meeting and published on the Company’s website.

STRATEGY COMMITTEE

The members of the Strategy Committee were appointed for the current term on August 3, 2020 by the Supervisory Board of the 6th common term of office from among its members.

In 2020 the Strategy Committee was composed of 2 to 5 members. Due to the changes to the membership of the Supervisory Board of the Company, introduced in 2020, the Company’s Supervisory Board also made changes to the membership of the Strategy Committee.

Composition of the Strategy Committee as of December 31, 2020

  1. Grzegorz Peczkis – Head of the Strategy Committee,
  2. Ryszard Madziar – Member of the Strategy Committee,
  3. Barbara Piontek – Member of the Strategy Committee.

Composition of the Strategy Committee as of the date of drawing up this report

  1. Grzegorz Peczkis – Head of the Strategy Committee,
  2. Andrzej Kania – Member of the Strategy Committee,
  3. Ryszard Madziar – Member of the Strategy Committee,
  4. Marcin Wawrzyniak – Member of the Strategy Committee.
Changes to the composition of the Strategy Committee in 2020 and by the date of drawing up this report

As of January 1, 2020, the Strategy Committee was composed of the following members: Jacek Szyke (Head of the Strategy Committee), Beata Chłodzińska, Grzegorz Peczkis, Jan Płudowski and Agnieszka Woźniak.

On March 24, 2020, the Minister of State Assets, acting pursuant to § 23, section 1, clauses 1 and 3 of the Company’s Articles of Association, dismissed Ms. Agnieszka Woźniak from the Company’s Supervisory Board of the 5th common term of office. This way, she ceased to be the member of the Strategy Committee.

On April 20, 2020, Jacek Szyke submitted a statement on his resignation from the membership of the Company’s Supervisory Board of the 5th common term of office. This way, he ceased to be the member of the Strategy Committee.

On April 27, 2020, Beata Chłodzińska submitted a statement on his resignation from the membership of the Company’s Supervisory Board of the 5th common term of office. This way, she ceased to be the member of the Strategy Committee.

On May 25, 2020, the Company’s Supervisory Board of the 5th common term of office supplemented the composition of the Strategy Committee by appointing Andrzej Kania to be a member thereof.

On May 25, 2020, the Strategy Committee elected Jan Płudowski to hold the position of the Head of the Strategy Committee.

On June 5, 2020, the Minister of State Assets, acting pursuant to § 23, section 1, clauses 1) and 3) of the Company’s Articles of Association, dismissed Jan Płudowski from the Company’s Supervisory Board of the 5th common term of office. This way, he ceased to be the member of the Strategy Committee.

On June 19, 2020, the Company’s Supervisory Board of the 5th common term of office supplemented the composition of the Strategy Committee by appointing Barbara Łasak-Jarszak to be a member thereof.

On June 26, 2020, the Strategy Committee elected Grzegorz Peczkis to hold the position of the Head of the Strategy Committee.

On July 15, 2020, i.e. on the date of the Ordinary General Meeting (GM) of the Company approving the financial statements for the last full financial year of performing the function of the Members of the Company’s Supervisory Board of the 5th common term of office, i.e. for the financial year 2019, the mandates of all Members of the Company’s Supervisory Board of the 5th common term of office expired. This way, Grzegorz Peczkis, Andrzej Kania and Barbara Łasak-Jarszak ceased to be the members of the Strategy Committee.

On August 3, 2020, in connection with the appointment of the Members of the Company’s Supervisory Board of the 6th common term of office, the Company’s Supervisory Board appointed, from the members thereof, Ryszard Madziar, Grzegorza Peczkis and Barbara Piontek to be the members of the Strategy Committee.

On August 3, 2020, the Strategy Committee elected Grzegorza Peczkis to hold the position of the Head of the Strategy Committee.

On February 12, 2020, Barbara Piontek submitted a statement on his resignation from the membership of the Company’s Supervisory Board of the 6th common term of office. This way, he ceased to be the member of the Strategy Committee.

On March 1, 2020, the Company’s Supervisory Board of the 6th common term of office supplemented the composition of the Strategy Committee by appointing Andrzej Kania to be a member thereof.

On 26 April 2021, the Company’s Supervisory Board of the 6th common term of office supplemented the composition of the Strategy Committee by appointing Marcina Wawrzyniak to be a member thereof.

No other changes to the composition of the Strategy Committee had taken place by the date of drawing up this report

Tasks and competences of the Strategy Committee

The tasks and competences of the Strategy Committee did not change in 2020.

Competences of the Strategy Committee as of December 31, 2020 and as of the date of drawing up this report:

  1. evaluating the Company’s and TAURON Capital Group’s Strategy and presenting the results of such evaluation to the Supervisory Board,
  2. recommending to the Supervisory Board the scope and deadlines for submitting the long-term strategic plans by the Management Board,
  3. evaluating the impact of the planned and currently undertaken strategic investment projects on the Company’s assets’ position,
  4. monitoring the implementation of the strategic investment tasks,
  5. evaluating activities related to the use of the Company’s material assets,
  6. providing opinions on the strategic documents submitted to the Supervisory Board by the Management Board.

The detailed description of the activities of the Strategy Committee in the last financial year is provided in the Report on the operations of the Supervisory Board submitted on an annual basis to the General Meeting and published on the Company’s website.