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Transparency and Stable Management Foundations


 

In 2012, the composition of the Management Board was extended from three to five persons. As at 31 December 2012, the breakdown of responsibilities in the Management Board was as follows:

 

  • Management Board President – Herberth Wirth
  • First Vice-President of the Management Board (Finance) – Włodzimierz Kiciński
  • Vice-President of the Management Board (Production) – Wojciech Kędzia
  • Vice-President of the Management Board (Corporate Affairs) – Adam Sawicki
  • Vice-President of the Management Board (Development) – Dorota Włoch

 

(4.2) The Management Board President does not act as an executive director. (4.5) The remuneration of the Management Board members is determined on the basis of quarterly evaluation of their performance. The Supervisory Board evaluates the Management Board’s motion for disbursement of an advance against the variable remuneration.

 

In 2012, changes also occurred in the composition of the Supervisory Board which is the permanent supervisory authority of KGHM Polska Miedź S.A. in all areas of the Company’s operations. According to the Statutes, the Supervisory Board consists of 7 to 10 members, appointed by the General Meeting, including members elected by the Company’s employees (4.4). The members of the Supervisory Board are appointed for a joint term of office which lasts three years. The Supervisory Board operates on the basis of prevailing laws, the Statutes of the Company and the Regulations of the Supervisory Board.

 

Following the changes in 2012, the composition of the Supervisory Board as at 31 December 2012 was as follows:

 

    • Aleksandra Magaczewska – Chairperson
    • Krzysztof Kaczmarczyk – Vice-Chairperson
    • Dariusz Krawczyk – Secretary
    • Paweł Białek
    • Ireneusz Piecuch
    • Krzysztof Opawski
    • Jacek Poświata

and the elected representative of the Company’s employees:

  • Bogusław Szarek

 

(4.1) The Supervisory Board has appointed the following committees: the Audit Committee, the Remuneration Committee and the Strategy Committee. These committees assist the Supervisory Board in the preparation of evaluations and opinions and undertaking other actions supporting the decision-making process of the Supervisory Board.

 

The General Meeting of KGHM Polska Miedź S.A. is the Company’s highest authority. Annual or extraordinary meetings are held in accordance with the generally applicable laws, the Company’s Statutes and the Bylaws of the General Meeting. The Company’s corporate documents are available on its website.

 

The schedule of work on the organisation of the Company’s General Meetings is planned in such a way as to ensure fulfilment of all obligations towards the shareholders and to facilitate the exercise of their rights. The Company conforms only with those provisions of the Commercial Partnerships and Companies Code pertaining to the holding of General Meetings and shareholder rights which are obligatory, i.e. those which concern the requirement of publication of announcements and materials for the General Meeting on the Company’s website and the use of electronic channels to contact the shareholders. The regulations which provide for the use of electronic communication channels to enable shareholders’ real-time participation in General Meetings using electronic means of communication are not applied.

 

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KGHM Polska Miedź S.A. is the winner of the Most Attractive Employer title in third edition of the Randstadt Award survey held in Poland. The high employment standards maintained in Poland will be implemented in all KGHM Group companies worldwide.