APPOINTMENT AND DISMISSAL OF SUPERVISORY BOARD MEMBERS

 

 

The Exchange Supervisory Board exercises on-going oversight over the activity of the Company. The Exchange Supervisory Board had 7 members, including 4 independent members, at the end of 2015

  

Under the Articles of Association, the Exchange Supervisory Board consists of five to seven members appointed for a joint three-year term by the General Meeting.

The General Meeting appoints:

  • at least one of the Exchange Supervisory Board members from among the candidates proposed by the shareholders being exchange members1
  • and at least one of the Exchange Supervisory Board members from among the candidates proposed by the minority shareholders.2

At least two members of the Exchange Supervisory Board need to meet the criteria for independence laid down in the Articles of Association including no professional or family relations especially with managing and supervisory persons of GPW and GPW Group companies. The General Meeting elects the other members of the Exchange Supervisory Board under the general rules. The Exchange Supervisory Board appoints the Chairman and the Deputy Chairman of the Exchange Supervisory Board from among its members. The Exchange Supervisory Board may also appoint a Secretary to the Exchange Supervisory Board from among its members. A detailed description of the procedures of appointment and dismissal of members of the Exchange Supervisory Board is laid down in the Articles of Association.

[1] Exchange Member – capital market participant authorised to trade directly on Warsaw Stock Exchange subject to the criteria laid down in GPW regulations
[2] Minority shareholder – shareholder(s) representing less than 10% of the Company’s share capital

POWERS OF THE SUPERVISORY BOARD

The Exchange Supervisory Board exercises on-going supervision of the Company’s activity. The powers of the Exchange Supervisory Board are laid down in the Articles of Association, in particular § 18. In addition to powers typical of a Supervisory Board, the Articles of Association provide that a resolution of the Exchange Supervisory Board is required for the following:

  • granting consent for the conclusion of an agreement on establishing a strategic alliance with another stock exchange (in particular regarding on-going operational relations involving the main scope of activities of the Company);
  • approval, at the request of the Exchange Management Board, of a multiannual growth strategy of the Exchange;
  • granting consent for the conclusion, to the extent permitted by law, of an agreement for outsourcing operational services of trading on the regulated market or any segment thereof, or an agreement for the outsourcing operational services of trading organised in an alternative trading system;
  • acquisition of an IT system for concluding stock exchange transactions;
  • granting consent for the purchase or disposal of shares in companies or partnerships if the value thereof, according to the purchase price or selling price, exceeds 1/10 of the Company’s share capital.

COMPOSITION OF THE SUPERVISORY BOARD

The table below presents the composition of the Exchange Supervisory Board at the end of 2015.

Composition of the Exchange Supervisory Board as at 31 December 2015

NameFunctionIndependence3
Wiesław Rozłucki Chairman of the Exchange Supervisory Board independent Member of the Exchange Supervisory Board
Marek Wierzbowski Deputy Chairman of the Exchange Supervisory Board  
Bogdan Klimaszewski Member of the Exchange Supervisory Board  
Andrzej Ladko Member of the Exchange Supervisory Board  
Jacek Lewandowski Member of the Exchange Supervisory Board independent Member of the Exchange Supervisory Board
Waldemar Maj Member of the Exchange Supervisory Board independent Member of the Exchange Supervisory Board
Marek Słomski Member of the Exchange Supervisory Board independent Member of the Exchange Supervisory Board

[2] According to the independence criteria of Supervisory Board Members under Rule II.Z.4 of the Best Practices for GPW Listed Companies

 

The composition of the Exchange Supervisory Board changed as follows in 2015: Mr Dariusz Kacprzyk resigned from the function of Member of the Exchange Supervisory Board on 20 May 2015 effective as of 29 May 2015; Mr Piotr Piłat resigned from the function of Member of the Exchange Supervisory Board on 24 June 2015. On 25 June 2015, the Ordinary General Meeting of GPW appointed Mr Andrzej Ladko and Mr Bogdan Klimaszewski to the Exchange Supervisory Board.

Mr Marek Wierzbowski resigned from the function of Member of the Exchange Supervisory Board on 11 January 2016. On 12 January 2016, the Extraordinary General Meeting of GPW dismissed Mr Bogdan Klimaszewski, Mr Andrzej Ladko, Mr Waldemar Maj and Mr Wiesław Rozłucki from the Exchange Supervisory Board and appointed Mr Jarosław Grzywiński (from among the candidates proposed by the minority shareholders), Mr Łukasz Hardt, Mr Adam Miłosz, Mr Wojciech Nagel and Ms Ewa Sibrecht-Ośka to the Exchange Supervisory Board. Mr Marek Słomski is the Member of the Exchange Supervisory Board proposed by the shareholders being exchange members.

On 18 February 2016, Mr Łukasz Hardt resigned from the function of Member of the Exchange Supervisory Board following his appointment to the Monetary Policy Council (RPP).

Composition of the Exchange Supervisory Board as at the date of this report

 

NameFunctionIndependence
Wojciech Nagel Chairman of the Exchange Supervisory Board  
Ewa Sibrecht-Ośka Deputy Chairman of the Exchange Supervisory Board  
Adam Miłosz Secretary to the Exchange Supervisory Board independent Member of the Exchange Supervisory Board
Jarosław Grzywiński Member of the Exchange Supervisory Board independent Member of the Exchange Supervisory Board
Jacek Lewandowski Member of the Exchange Supervisory Board independent Member of the Exchange Supervisory Board
Marek Słomski Member of the Exchange Supervisory Board independent Member of the Exchange Supervisory Board

COMMITTEES OF THE EXCHANGE SUPERVISORY BOARD

According to the Articles of Association, the Exchange Supervisory Board appoints the Audit Committee and the Regulation Committee, and may additionally appoint other committees, in particular the Nominations and Remuneration Committee. The detailed powers and procedures of appointment and operation of the committees are defined in the Articles of Association and the Exchange Supervisory Board Rules available on the GPW website under the Regulations tab.

Composition of Supervisory Board Committees as at 31 December 2015

Strategy Committee
Wiesław Rozłucki Chairman
Jacek Lewandowski Member
Waldemar Maj Member
Regulation and Corporate Governance Committee
Marek Wierzbowski Chairman
Bogdan Klimaszewski Member
Waldemar Maj Member
Remuneration and Nominations Committee
Andrzej Ladko Chairman  
Wiesław Rozłucki Member
 Marek Słomski Member
Audit Committee3
Marek Słomski Chairman
Jacek Lewandowski Member
Andrzej Ladko Member

[3] Two members of the Audit Committee met the criteria of independence and one member of the Audit Committee was qualified in accounting or auditing according to Article 86.4 of the Act on Auditors.

                               

Composition and powers of Supervisory Board Committees as at the date of this report

Strategy Committee

Jacek Lewandowski
Wojciech Nagel

Member
Member
  • issues opinions on GPW’s strategy and its updates;
  • issues opinions on implementation of GPW’s strategy;
  • issues opinions on the aspects of GPW’s privatisation;
  • issues opinions on proposals of strategic alliances;
  • issues opinions on proposals of acquisition of stakes in entities of strategic significance;
  • issues opinions on materials related to exchange fees
Regulation and Corporate Governance Committee

Ewa Sibrecht-Ośka
Jarosław Grzywiński

Member
Member
  • initiates and issues opinions on proposed changes in regulations;
  • prepares position statements of the Supervisory Board and the Management Board;
  • initiates, issues opinions and monitors activities related to the implementation of the corporate governance rules by GPW;
  • initiates, issues opinions and monitors activities supporting the implementation of the corporate governance rules in listed companies
Remuneration and Nominations Committee

Ewa Sibrecht-Ośka
Jarosław Grzywiński
Marek Słomski

Member
Member
Member
  • issues opinions on the remuneration system;
  • issues opinions on employment contracts with the Exchange Management Board members;
  • issues opinions on annual awards proposed for the Exchange Management Board members;
  • issues opinions on the incentive system
Audit Committee4

Marek Słomski
Jacek Lewandowski
Adam Miłosz

Chairman
Member
Member
  • issues opinions on financial statements and motions of the Management Board concerning profit distribution or coverage of a loss;
  • issues opinions on GPW’s financial plan; issues opinions on Exchange Management Board reports on performance of the financial plan;
  • monitors financial audit functions, including discussion of the results of audits of annual financial statements;
  • recommends the selection of the company’s auditor and the auditor’s fee to the Exchange Supervisory Board;
  • monitors the independence of the auditor and the audit company

[4] As at the date of preparation of this Report, two members of the Audit Committee meet the criteria of independence and one member of the Audit Committee is qualified in accounting or auditing according to Article 86.4 of the Act on Auditors.

PARTICIPATION OF WOMEN AND MEN IN THE EXCHANGE SUPERVISORY BOARD

According to the Code of Best Practice for GPW Listed Companies applicable until 31 December 2015, GPW publishes information on the participation of women and men in the Exchange Supervisory Board.

     

Number of women and men on the Exchange Supervisory Board

As at:Number of womenNumber of men
31 December 2010 2 5
31 December 2011 0 7
31 December 2012 0 7
31 December 2013 0 7
31 December 2014 0 7
31 December 2015 0 7
12 January 2016 1 6
19 February 2016 1 5