Supervisory Board
I. Composition of the Supervisory Board
II. Rules of procedure of the Supervisory Board (PDF)
III. Excerpt from the Regulations of the Supervisory Board
COMPOSITION OF THE SUPERVISORY BOARD
- The Supervisory Board shall be composed of at least five members appointed by the General Meeting by a secret ballot. Number of the Supervisory Board members shall be determined by the General Meeting of Shareholders.
- Only a natural person with full legal capacity can be appointed member of the Supervisory Board.
- Members of the Supervisory Board shall be elected for the term of one year. The term of office of a Supervisory Board member appointed during a given term of the Supervisory Board shall expire at the end of this term.
- Mandates of the Supervisory Board members expire at the date of the General Meeting approving the financial statements for the last full financial year of the Board's term of office.
- Members of the Supervisory Board may be re-elected. The General Meeting of Shareholders may dismiss members of the Supervisory Board from office at any time.
APPROVAL OF THE SUPERVISORY BOARD IS REQUIRED IN PARTICULAR FOR:
- acquisition of an enterprise or an organised part thereof,
- establishment and closing down of the Company’s branch offices in Poland and abroad,
- taking over any third-party obligations (civil law sureties, guarantees, avals) in excess of the Company’s share capital; this rule does not apply to any obligations of the Capital Group companies, which require no approval of the Supervisory Board,
- involvement of Management Board members in competitive business and acting as a registered partner or a senior executive of competitive companies,
- acquisition, take-over, transfer, and waiver of the pre-emption right to shares, except for shares of listed companies where the stake does not exceed 1% (one percent) of the total number of shares,
- payout of an interim dividend expected at year-end,
- payment of any obligations made by the Company, except for employment-related obligations towards the Company’s Management Board members,
- conclusion of a material agreement by the Company or its subsidiary with the Company’s related party (except for conclusion of agreements with Capital Group companies), member of the Supervisory Board or the Management Board, and their related parties,
- purchase or sale of real property, perpetual usufruct rights or interest in real property,
- selecting a statutory auditor,
- representing the Company in agreements and disputes between the Company and members of the Management Board,
- approving the Regulations of the Management Board,
- appointing and recalling members of the Management Board,
- expressing opinion on matters presented by the Management Board.
IV. REMUNERATION COMMITTEE
Remuneration Committee was established within the Supervisory Board under Resolution no. 4 of the Supervisory Board dated 8 July 2011.
The specific tasks of the Remuneration Committee are as follows:
- general monitoring of remuneration practices and remuneration levels across the Company,
- defining the terms of employment of the Management Board members and the Company’s executives,
- defining the bonus plan for the financial year.
The Chairperson of the Remuneration Committee is selected and appointed by other Committee members. The Committee shall meet as need be, but at least once every quarter, and shall prepare an annual report on its activities, forming part of the Report on Supervisory Board activities presented to the Shareholders at the Annual General Meeting.
V. AUDIT COMMITTEE
Audit Committee was established within the Supervisory Board under Resolution no. 3 of the Supervisory Board dated 8 July 2011.
The specific tasks of the Audit Committee are as follows:
- monitoring of the financial reporting process;
- monitoring of efficiency of the internal control, internal audit, and risk management processes;
- monitoring of the performance of financial audit activities;
- monitoring of the independence of the statutory auditor and an entity authorised to review financial statements;
- recommending to the Supervisory Board an entity authorised to review financial statements to perform financial review activities
The Chairperson of the Audit Committee is selected and appointed by other Committee members.
The Committee shall meet as need be, but at least once every quarter, and shall prepare an annual report on its activities, forming part of the Report on Supervisory Board activities presented to the Shareholders at the Annual General Meeting.
List of documents:
- Concise assessment of the Company's standing in 2008 published by the Supervisory
- Report on the activities of the Supervisory Board of PBG S.A. in 2008
- Report on the activities of the Audit Committee, presented to the Supervisory Board on 21 May 2009
- Report on the activities of the Remuneration Committee, presented to the Supervisory Board on 21 May 2009
- Report on the operations of the Supervisory Board of PBG S.A. in FY 2009
- Report on the operations of the Supervisory Board of PBG S.A. in FY 2010
- Report of the Supervisory Board of PBG S.A. on its activities in 2011, assessment of the Company’s standing