2021
Integrated
Report

Management and supervisory bodies

GRI Disclosures:

Capitals:

  • 102-18

Management and supervisory bodies (II and V of the Code of Best Practice)

Apart from generally applicable laws, the operating procedures of PKN ORLEN’s Supervisory Board, its Committees and Management Board are set out in PKN ORLEN’s Articles of Association and the Rules of Procedure for the Supervisory Board or the Management Board, as appropriate. In their operations PKN ORLEN’s management and supervisory bodies also comply with the corporate governance principles set out by the Warsaw Stock Exchange.

In order to achieve the highest standards in the performance of the Management Board’s and Supervisory Board’s duties defined in the generally applicable laws and internal regulations, as well as to ensure that these duties are discharged effectively, the Management Board and Supervisory Board members must possess extensive qualifications and experience. The current composition of the Management and Supervisory Boards ensures a good balance and diversity in terms of gender, educational background, age and professional experience.

The gender diversity ratio is not applied in the Company’s diversity management practices. The gender diversity requirement of the Code of Good Practice is met by the Company’s Supervisory Board, which has a minority share of no less than 30%; but not by the PKN ORLEN’s Management Board.

Any outside employment of the Management Board members is assessed by the Supervisory Board, which − pursuant to the Company’s Articles of Association − grants permission to Management Board members to serve on the supervisory or management bodies of any other entities and to receive remuneration for such service.

The Management Board

Composition of PKN ORLEN Management Board as at January 1st 2021 and December 31st 2021

Full name Position held on PKN ORLEN Management Board Supervised areas
Daniel Obajtek CEO, President of the Management Board strategy and innovation and investor relations, equity investments, human resources, oil and gas trade, management board office, control and security, audit, legal, financial control (from November 23rd 2021), public and international relations (from November 23rd 2021)
Armen Konrad Artwich Member of the Management Board, Corporate Affairs administration, environmental protection, corporate group, risk management and compliance management
Adam Burak Member of the Management Board, Communication and Marketing corporate communication, marketing, sports marketing, sponsorship and events
Patrycja Klarecka Member of the Management Board, Retail Sales IT, retail sales, infrastructure and information security supervision, relations with external stakeholders
Zbigniew Leszczyński Member of the Management Board, Development procurement, capital investments, development and technology, technical matters
Michał Róg Member of the Management Board, Wholesale and International Trade wholesale of refining products, trade in petrochemical products, logistics, supply chain management
Janusz Szewczak Member of the Management Board, Finance business controlling, financial management, credit risk and insurance management, taxes
Józef Węgrecki Member of the Management Board, Operations refinery production, petrochemical production, energy, water and wastewater management, occupational health and safety

 

On January 27th 2022, Zbigniew Leszczyński resigned as member of the Company’s Management Board, with effect from January 31st 2022.

During a meeting on February 15th 2022, the Supervisory Board appointed Piotr Sabat to serve on the Management Board from March 1st 2022.

Composition of PKN ORLEN Management Board as at the day of authorisation of the `Management Board Report on the Operations of ORLEN Group and PKN ORLEN S.A. for the Year 2021`

Full name Position held on PKN ORLEN Management Board Supervised areas
Daniel Obajtek CEO, President of the Management Board strategy and innovation and investor relations, equity investments, human resources, oil and gas trade, management board office, control and security, audit, financial control, legal, public and international relations
Armen Konrad Artwich Member of the Management Board, Corporate Affairs administration, environmental protection, corporate group, risk management and compliance management
Adam Burak Member of the Management Board, Communication and Marketing corporate communication, marketing, sports marketing, sponsorship and events
Patrycja Klarecka Member of the Management Board, Retail Sales IT, retail sales, infrastructure and information security supervision, relations with external stakeholders
Michał Róg Member of the Management Board, Wholesale and International Trade wholesale of refining products, trade in petrochemical products, logistics, supply chain management, procurement
Piotr Sabat Member of the Management Board, Development capital investments, development and technology, technical matters
Janusz Szewczak Member of the Management Board, Finance business controlling, financial management, credit risk and insurance management, taxes
Józef Węgrecki Member of the Management Board, Operations refinery production, petrochemical production, energy, water and wastewater management, occupational health and safety

 

The current division of remits between members of the PKN ORLEN Management Board is also available on the Company’s website Division of competences | PKN ORLEN.

Composition of the Management Board as of the date of authorisation of `Management Board Report on the Operations of ORLEN Group and PKN ORLEN S.A. for the Year 2021`

Daniel Obajtek has served as President of the Management Board and Chief Executive Officer of PKN ORLEN since February 6th 2018. From 2017 to February 2018, he was President of the Management Board of the Energa Group. In 2017, Energa S.A.’s net profit soared fivefold, and the company was named Company of the Year within the WIG20 blue-chip index, while its stock price jumped 38%. In 2016–2017, heading the Agency for Restructuring and Modernisation of Agriculture, Mr Obajtek streamlined the processes related to disbursement of billions of złotys worth of EU and national funds and optimised the cost of the Agency’s operations. From July 2016 to February 2018, he was a member of the Supervisory Board of LOTOS Biopaliwa.

As President of the Management Board of PKN ORLEN, Mr Obajtek has determinedly pursued the mission of turning it into a multi-utility business. In February 2018, he embarked on a process to acquire control of Grupa LOTOS, Poland’s second largest oil refiner. The transaction is to result in a single strong player, capable of competing on foreign markets. Around the middle of 2018, PKN ORLEN launched its largest ever capex projects under the Petrochemicals Development Programme. In parallel, growth capex projects were brought under way at other ORLEN Group companies, involving fertilizer capacity expansion at ANWIL of Włocławek and construction of an eco-friendly glycol unit at ORLEN Południe.

In December 2019, PKN ORLEN under Mr Obajtek’s stewardship initiated a process to acquire the Energa Group, which took just four months to complete, making it one of the fastest processes of this kind in Poland. The transaction benefits both companies, while furthering PKN ORLEN’s strategic plans to develop zero- and low-carbon energy sources.

In July 2020, Daniel Obajtek and the Minister of State Assets Jacek Sasin signed a Letter of Intent paving the way for the acquisition by PKN ORLEN of the PGNiG Group, the incumbent gas supplier.

In December 2020, PKN ORLEN became the majority shareholder in Ruch, having acquired a 65% ownership interest in the newsagents chain. The investment seeks to strengthen the ORLEN Group’s retail business. Also in December 2020, PKN ORLEN entered into an agreement to acquire Polska Press from Germany’s Verlagsgruppe Passau Capital Group. With the acquisition, the ORLEN Group gains access to 17.4m internet users and an opportunity to acquire new customers. The acquisition of one of the largest publishing groups in Poland and harnessing the capabilities of the media agency Sigma Bis (established by PKN ORLEN jointly with PZU in 2019) and Ruch will enable the Group to create a flexible, personalised and comprehensive offering for greater customer satisfaction.

The past four years witnessed rapid development of the ORLEN Group’s retail chain, including upgrade work to raise the standard of service and enhance the non-fuel offering, through the construction of the ORLEN Stop Cafe and star Connect bistro concepts and other measures. During that time, the ORLEN Group launched service stations in Slovakia and, after 12 years, opened a new retail outlet in Lithuania. In 2019, a co-branding project was implemented to make the ORLEN Group logo visible on Germany’s Star stations and on Benzina stations across the Czech Republic and Slovakia. Since 2020, a full rebranding process has been ongoing. By 2030, all service stations in the region are to operate under the ORLEN brand.In the coming years, ORLEN will also improve the availability of alternative fuels at its service stations, focusing on the expansion of the EV fast charging station network. The Company additionally intends to grow its hydrogen fuel and LNG/CNG business.

Daniel Obajtek also set in motion a new policy of diversifying oil supplies for the ORLEN Group, by forging and strengthening relations with suppliers from outside Europe, including Africa and the Persian Gulf. These measures allow it to obtain a favourable mix of crudes for processing, optimising production with positive effects on the final quality and price of the Group’s products and overall stability of the market.

ORLEN has been working consistently to improve its brand recognition in Poland and abroad, through sponsorship and other activities. For several years now, it can boast the position of Poland’s most recognisable corporate sponsor of sports. In 2019, it gained sponsorship exposure to Formula 1 and partnered with Robert Kubica. Since 2020, PKN ORLEN has been the title sponsor of the Alfa Romeo Racing ORLEN team, with Robert Kubica as their test driver.

At the onset of the pandemic in 2020, Daniel Obajtek announced the launch of a special hand sanitiser production line. Moreover, PKN ORLEN allocated PLN 100m to support the fight against the coronavirus. In late October 2020, Daniel Obajtek announced that PKN ORLEN would build temporary hospitals in Płock and Ostrołęka as part of its efforts to fight the pandemic.

In November 2021, Daniel Obajtek announced the adoption of the ORLEN2030 strategy, providing for the achievement of a net zero carbon footprint by the ORLEN Group in 2050. A milestone investment project here is the construction of an offshore wind farm in the Baltic Sea, with a total maximum capacity of up to 1.2 GW. The generation capacities will be supported by other projects, such as development of hydrogen technology and small nuclear reactors.

Daniel Obajtek has completed the Executive MBA programme run by the Gdańsk Foundation for Management Development and validated by IAE Aix-Marseille Graduate School of Management. He is a member of the Programme Council of the Economic Forum in Krynica and chairman of the Board of the Polish Olympic Committee. He has won a number of prestigious awards, notably the Polish Compass 2018. He was also named President of the year 2018 in the 25th edition of the Bulls and Bears award of Gazeta Giełdy i Inwestorów Parkiet. In 2019, he was awarded the Lech Kaczyński Prometheus Award. The Judging Panel of the Employers of Poland honoured him with the Vector 2019 award. In 2020, readers of the Parkiet daily voted him Star of the Year 2020. He was named Person of the Year during the Karpacz Economic Forum held in September 2020. In the latest edition of The Most Reliable in Polish Economy ranking by the ISB News agency, he received a statuette of the Most Reliable CEO.

Piotr Sabat has been a Member of the PKN ORLEN Management Board since March 1st 2022. He is responsible for the investment, process development, and technology functions.

A lawyer and economist with a breadth of experience in various corporate management and supervisory areas, he has served in a number of senior corporate roles, including as Deputy Chair of the Supervisory Board and Audit Committee of Link 4 Towarzystwo Ubezpieczeń S.A., Member of the Supervisory Board and Audit Committee of Mostostal Płock S.A., General Counsel at FM Logistic responsible for the legal, insurance, and risk and safety management functions, and Head of the Legal Department at GEFCO Group for Poland.

He is a graduate of the Faculty of Law and Administration of the University of Łódź and has completed various other university programmes and courses, including the PhD in law programme at the Institute of Political Studies of the Polish Academy of Sciences, the PhD in economics programme at the Institute of Economics of the Polish Academy of Sciences, the Executive MBA programme run jointly by the Institute of Economics of the Polish Academy of Sciences and the Vienna Institute for International Economic Studies of Vienna, a postgraduate course in management and audit at the Jagiellonian University, a postgraduate course in debt collection at the Warsaw School of Economics, and a postgraduate course in negotiation and mediation at the SWPS University.

Mr Sabat also has teaching experience, having lectured to participants in the MBA programme at Collegium Humanum – Warsaw Management University, students at the War Studies Academy, and postgraduate students at the Helena Chodkowska University of Technology and Economics of Warsaw.

Józef Węgrecki has been a member of the PKN ORLEN Management Board since March 23rd 2018. From February 5th to March 23rd 2018, he was a member of the Supervisory Board delegated to temporarily perform the duties of a member of the PKN ORLEN Management Board responsible for investment and procurement. He is a graduate of the AGH University of Science and Technology in Kraków, Faculty of Mining and Metallurgical Machines.

He holds qualifications to serve on the supervisory boards of companies in which the Polish State Treasury has interests.

In 1978–1990, Mr Węgrecki worked at Zakład Remontowy Energetyki Kraków, where he held the position of member of the Management Board, Chief Technical Officer. In 1990–1993, he served at employee-owned company Remak Opole as its Vice President. From April 1993 to June 2017, he was President and member of the Management Board of Remak-Krak.

In 2017, Mr Węgrecki was appointed Vice President of the Management Board of Energa Wytwarzanie, where his management responsibilities covered water and wind turbine operation, photovoltaic farms, cogeneration and coal-fired power plants, innovation, heating asset acquisitions and setting development directions. On February 5th 2018, Mr Węgrecki was delegated to temporarily serve as member of the PKN ORLEN Management Board for investment and procurement, and then in April he was appointed member of the Management Board, Chief Operating Officer.

He is interested in monitoring and analysing the latest technical solutions in the field of power generation: alternative energy sources and their potential industrial applications.

He was awarded the Galicia Construction Grand Award for his contribution to the advancement of the construction industry, a Badge of Merit for exceptional services to the construction industry, a Gold Medal for long service, an Honoris Gratia badge for charity and community service, and a Medal of the 100th Anniversary of Poland Regaining Independence.

Patrycja Klarecka has been a member of the PKN ORLEN Management Board since June 24th 2018. She graduated from the Poznań University of Economics and Business in Economic Policy and Corporate Strategy. As member of the PKN ORLEN Management Board, she has been responsible, among others, for retail sales and retail chain development. Her remit covers CSR, IT, as well as infrastructure and information security.

In 2016–2018, Patrycja Klarecka served as President of the Polish Agency for Enterprise Development (PARP), Poland’s largest government agency supporting the development of SMEs. Patrycja Klarecka has professional experience in the financial, media and education sectors, including in managerial roles at the Warsaw Stock Exchange (2014–2016), Bank Zachodni WBK (2010–2014), Telewizja Polska (2004–2010), and PZU (2002–2004). Earlier in her career, she was a lecturer at the Melchior Wańkowicz School of Journalism in Warsaw and a consultant at the Poznań School of Banking.

Patrycja Klarecka chaired the Supervisory Board of ORLEN Deutschland GmbH (in 2018–2019), served on the Supervisory Boards of the WSE Foundation and IAB Polska, and was on the Management Board of the PZU Charitable Foundation. She represented the Polish Television in the Crossmedia Group at the European Broadcasting Union.

Michał Róg has been a member of the PKN ORLEN Management Board since September 1st 2018. Michał Róg is a graduate of the Cracow University of Economics, where he majored in management and marketing, and of the Canadian International Management Institute and Harvard Business School. He has completed the Executive MBA programme run jointly by the Cracow University of Technology and Central Connecticut State University.

Michał Róg has over 20 years of professional experience gained working for TELE-FONIKA KABLE, where he served as: Vice President for Sales – Distribution and Power Generation Sector, Director for Sales and Development of High and Medium Voltage Products, Director for Sales on the Balkan Market, Director for Sales in the Home Market, and Head of the Home Market Office.

From March to August 2018, he was a Management Board Member for Trade at ORLEN OIL of Kraków. From April to August 2018, he was additionally a Management Board member at Paramo a.s. based in Pardubice, the Czech Republic.

Since December 1st 2020, he has been a member of the Supervisory Board of Energa.

Armen Konrad Artwich has been a member of the PKN ORLEN Management Board since September 1st 2018.

Mr Artwich graduated with honours from the Faculty of Law and Administration at the University of Warsaw, as well as from the Warsaw School of Economics (finance and accounting). He also studied corporate law and commercial law at the University of Sheffield, School of Law. He completed his legal counsel apprenticeship at the Warsaw Bar Association.

From January to August 2018, Armen Konrad Artwich served as Head of the Legal Department of the Chancellery of the Prime Minister. Earlier, between 2016 and 2018, as Deputy Director of the Department for Improvement of Economic Regulations of the Ministry of Development, Mr Artwich was responsible, among others, for legislative projects in the area of economic law and for supervision of the Central Office of Measures and the Polish Centre for Accreditation. At the same time, between 2016 and 2018, he was a member of the Polish Financial Supervision Authority (a representative of the minister in charge of economy).

Between 2011 and 2016, Mr Artwich worked in the Legal Area at Bank Zachodni WBK, where he was in charge of legal services for investment banking in the Global Banking & Markets Division. A graduate of the 18th School of Civil Society Leaders. For his pro publico bono activity, he received, among other distinctions, the Gold Cross of Merit and the Polcul Foundation award.

Armen Artwich also serves as Chairman of the ORLEN Group Board.

Jan Szewczak is a lawyer, business analyst and an expert in finance, financial law, banking and macroeconomics.

He graduated from the Faculty of Law and Administration of the University of Warsaw and completed doctoral studies at the Department of Finance and Financial Law. He also completed academic internships in Amsterdam and Prague.

For many years Mr Szewczak had been a faculty member and a lecturer at the Faculty of Law and Administration of the University of Warsaw and the Vistula University.

He has gained extensive experience in the financial sector. He has sat on the Management Board of PZU Tower, served as Chief Economist of Kasa Krajowa SKOK (credit union), Member of the Sejm (lower chamber of the Polish Parliament) of the 8th term, Chairman of the Standing Subcommittee on Financial Institutions, and Deputy Chairman of the Public Finance Committee and member of the Digitisation Committee of the Sejm.

He is an economic journalist and the author of numerous opinions and expert reports on business processes and ownership transformations.

Its interests include economic history and privatisation processes in Poland and abroad.

Adam Burak has been a member of the PKN ORLEN Management Board since February 2020. At the ORLEN Group, he is responsible for the implementation of a consolidated corporate and marketing communication strategy, including the advancement of digital communication channels in Poland and abroad. In February 2018, he was appointed Executive Director for Corporate Communication, supervising the implementation of the ORLEN Group’s external and internal communication strategy, as well as the development of the organisational structure and business model for a media agency established in partnership with PZU.

He holds a degree in International Relations from the University of Wrocław and an MBA degree. He completed a postgraduate course in Journalism and Public Relations at the Tischner European University in Kraków.

Prior to that, he had worked in the fuel and energy industry as well as the financial sector. His roles included that of Communication and Marketing Director at the largest Polish companies, such as Grupa Energa, Grupa LOTOS and PZU, creating and implementing corporate, marketing and sponsorship communication strategies. He also has extensive experience in sports marketing and journalism. In 2012–2016, he was Marketing and PR Director as well as press officer for the Wrocław Stadium, and from 2008 to 2012 he worked as a journalist for Telewizja Polsat. He served as a member of the Supervisory Board of ORLEN Unipetrol and ORLEN Południe. Currently he serves on the Supervisory Board of PZU Zdrowie.

He is a jury member for the Gold Paperclips industry competition, a member of the judging panel for the 50 Most Creative People in Business programme organised by the BRIEF magazine, and a speaker at the Public Relations Professionals Congress.

The Management Board of PKN ORLEN consists of five to nine members, including the President, Vice Presidents and other members of the Management Board. Members of the Management Board are appointed and removed by the Supervisory Board. One member of the PKN ORLEN Management Board is appointed by the entity authorised to exercise the rights attached to the shares held by the State Treasury as long as the State Treasury holds at least one share in the Company. In accordance with an amendment to the Articles of Association adopted by the Annual General Meeting on May 27th 2021, the member of the Management Board appointed by the entity authorised to exercise the rights attached to the shares held by the State Treasury is removed by the Supervisory Board.
In accordance with the Articles of Association , a member of the Management Board is appointed following a recruitment process performed to verify and evaluate qualifications of candidates and to select the best candidate for the position. When initiating a recruitment process for the position of a Management Board member, the Supervisory Board determines the detailed terms and procedure of recruitment, the place and deadline for accepting applications, the place and time of the interview, the matters to be covered during the interview, as well as the criteria to be met by and method of evaluating a candidate.

Pursuant to the Act on State Property Management, the Company’s Articles of Association define the requirements for candidates for members of the Management Board. In accordance with the effective Articles of Association, a Management Board candidate is required to meet all of the following criteria:

  • he/she has a university degree obtained in Poland or a university degree obtained abroad and recognised in Poland under separate legislation;
  • he/she has at least five years of employment under a contract of employment, election or appointment, an employment contract for cooperative members, other agreement for the provision of services, or as a business owner;
  • he/she has at least three years of experience serving in managerial or independent positions or as a business owner;
  • he/she has at least three years of experience serving in managerial or independent positions or as a business owner;

The Articles of Association provide that a Management Board candidate may not be a person who meets at least one of the following criteria:

  • he/she works at the office of a member of the lower or upper house of the Polish Parliament (Sejm or Senate) or of a member of the European Parliament as an assistant or under an employment, temporary employment or similar contract;
  • he/she is a member of a political party’s body representing the party before third parties and authorised to assume obligations;
  • he/she works for a political party under an employment, temporary employment or similar contract;
  • he/she works for a political party under an employment, temporary employment or similar contract;
  • his/her social activities or profession give rise to a conflict with the interests of the Company.

The Supervisory Board may suspend from duties the President, Vice Presidents, individual members of the Management Board and the Management Board as a whole for a good reason. Should the Management Board President be removed or suspended from duties or should his/her mandate expire before the end of the term of office, all his/her powers, except for the casting vote referred to in Art. 9.5.2 of The Articles of Association, are to be exercised by the person appointed by a resolution of the Supervisory Board as acting President of the Management Board until a new Management Board President is appointed or the current one is restored to his/her position.

The term of office of the Management Board members is a joint term, ending on the date of the Annual General Meeting approving the financial statements for the full second financial year of such term of office.

The current term of office of the Management Board began on June 6th 2020 and ends on the date of the General Meeting of PKN ORLEN approving the Company’s financial statements for the financial year 2022.

Detailed rules for the convening of Management Board meetings are set out in the Rules of Procedure for the Management Board, available on the Company’s website (Division of competences | PKN ORLEN).

According to the Rules of Procedure for the Management Board, the Management Board members are required to notify the Supervisory Board of any actual or potential conflict of interest which has arisen or may arise in connection with the positions held by them. Should the Company’s interest be in conflict with the personal interests of a Management Board member, the Management Board member should abstain from deciding on such matter and request that a relevant note be made in the minutes of the meeting. In the case of doubt as to whether a conflict of interest exists, the matter is resolved by the Management Board by way of a resolution. According to the Rules of Procedure for the Management Board, a conflict of interest is understood as a circumstance in which a decision made by a member of the Management Board may be influenced by a personal interest of the Management Board member or his/her close person, i.e. their spouse, children, persons related to them through blood or marriage in the first or second degree, or any persons to whom the member is personally related.

Powers and responsibilities of the Management Board

All members of the Management Board are obliged and authorised to manage PKN ORLEN’s affairs.

All matters going beyond the ordinary course of business are subject to resolutions of the Management Board. Matters falling within the scope of ordinary business are those related to trading in fuels within the meaning of the Company’s Articles of Association (i.e. crude oil, petroleum products, biocomponents, biofuels and other fuels including natural gas, industrial gas and fuel gas) or energy, and any other matters not expressly specified in the Rules of Procedure for the Management Board. In addition, the Management Board’s consent is not required to perform an action which is an integral part of any other action for which the Management Board already gave its consent, unless the Management Board’s resolution states otherwise.

A resolution of the Management Board is required, among other things, to:

  • adopt and amend the Rules of Procedure for the Management Board.,
  • adopt and amend the Organisational Rules and Regulations of PKN ORLEN,
  • adopt motions to be submitted to the Supervisory Board and/or to the General Meeting,
  • convene the General Meetings and adopt their proposed agendas,
  • adopt annual and long-term financial plans as well as the Company’s development strategy,
  • approve investment projects and corresponding liabilities if the resulting expenditures or charges exceed PLN 10,000,000,
  • approve investment projects and corresponding liabilities if the resulting expenditures or charges exceed PLN 10,000,000,
  • sell and purchase real property, perpetual usufruct or an interest in real property, and create limited property rights,
  • dispose of, purchase and encumber shares or other equity instruments of other entities, including shares admitted to public trading,
  • issue the Company’s securities,
  • authorise the Company’s and the ORLEN Group’s financial statements,
  • adopt and change the employee remuneration scheme, and make decisions regarding the introduction and design of incentive schemes,
  • conclude, amend and terminate a collective bargaining agreement applicable at the Company, and other agreements with trade unions,
  • establish the principles of granting and revoking powers of attorney,
  • formulate the so-called donation policy of the Company,
  • grant a commercial power of proxy,
  • establish the internal division of remits between the members of the Management Board,
  • set up establishments/offices abroad,
  • resolve other matters which at least one member of the Management Board requests to be resolved by way of a resolution,
  • take decisions on payment of interim dividends.

A resolution of the Management Board is also required for incurring liabilities in legal transactions involving:

  • trade in crude oil or hydrocarbon raw materials used to produce fuels in a refinery, excluding biocomponents and fuel additives if the transaction volume exceeds 165,000 tonnes of crude oil or 165,000 tonnes of hydrocarbon raw materials used to produce fuels in a refinery, excluding biocomponents and fuel additives;
  • natural gas trading, trading capacity in natural gas transmission, distribution and storage grids/networks in Poland or abroad, and trading in natural gas storage capacities in Poland and abroad if the transaction volume exceeds 100m Nm³;
  • the acquisition of biocomponents and biofuels, including raw materials for the production of biocomponents and biofuels, if the transaction value exceeds PLN 200,000,000 (two hundred million złoty);
  • trade in fuels, within the meaning of the Company’s Articles of Association, other than those referred to in Section 5.6.1–3 if the transaction value exceeds PLN 200,000,000 (two hundred million złoty);
  • sale or purchase of refining products in international trade if the transaction volume exceeds 90,000 tonnes, excluding heavy fuel oil;
  • participation in a public procurement/tender procedure for contract award (including participation in negotiations concerning the subject matter of the contract) in the area of wholesale trade in refining products and fleet cards if the transaction value exceeds PLN 200,000,000 (two hundred million złoty);
  • trade in energy, property rights under energy origin certificates and energy efficiency certificates, guarantees of origin and documents confirming their issue, the related system services and energy ranges, as well as all activities related to switching electricity suppliers if the transaction volume exceeds 300 GWh;
  • participation in tender procedures (including those subject to the Public Procurement Law) relating to trading in (separately or jointly) energy, energy-related services or products (including participation in negotiations and other factual and legal acts related to the subject matter of the contract) and any activities related to switching electricity suppliers if the transaction volume exceeds 300 GWh.

The Management Board is obliged to provide regular and exhaustive information to the Supervisory Board on all matters of importance and risks connected with the business of PKN ORLEN, as well as the manner of managing such risks.

Supervisory Board

  • 102-22

Composition of PKN ORLEN Supervisory Board as at January 1st 2021, December 31st 2021 and at the day of authorisation of the `Management Board Report on the Operations of ORLEN Group and PKN ORLEN S.A. for the Year 2021`

Full name Position held on PKN ORLEN Supervisory Board
Wojciech Jasiński Chairman of the Supervisory Board
Andrzej Szumański Vice chairman of the Supervisory Board (Independent Member of the Supervisory Board)
Anna Wójcik Secretary of the Supervisory Board
Barbara Jarzembowska Member of the Supervisory Board (Independent Member of the Supervisory Board)
Dominik Kaczmarski Member of the Supervisory Board (until June 6th 2021)
Andrzej Kapała Member of the Supervisory Board (Independent Member of the Supervisory Board)
Michał Klimaszewski Member of the Supervisory Board (Independent Member of the Supervisory Board)
Roman Kusz Member of the Supervisory Board (Independent Member of the Supervisory Board)
Jadwiga Lesisz Member of the Supervisory Board
Anna Sakowicz-Kacz Member of the Supervisory Board (Independent Member of the Supervisory Board)

On June 2nd 2021 Dominik Kaczmarski resigned as member of the Company’s Supervisory Board with effect from June 6th 2021.

In 2021, the PKN ORLEN Supervisory Board held 11 minuted meetings and passed 219 resolutions. The attendance of PKN ORLEN Supervisory Board members at meetings was 99%. In the case of absence of a Supervisory Board member from a meeting, the Supervisory Board passed a resolution to authorise the absence.

In 2021, there were six independent Members on the Supervisory Board.

The Supervisory Board of the current term is composed of Members with educational background in law, economics and finance (including a law professor) and diverse professional experience, who completed specialist courses and training programmes.

Composition of the Supervisory Board as at the date of the 'Management Board Report on the Operations of ORLEN Group and PKN ORLEN S.A. for the Year 2021':

Graduate of the Faculty of Law and Administration at the University of Warsaw. In 1972–1986, he worked in Płock, including at the National Bank of Poland Płock Branch and at the Municipal Office, including as legal counsel at the Tax Chamber. In 1990–1991, he organised local government structures in the Province of Płock as Delegate of the Government Representative for Local Government Reform. From 1992 to 1997, he worked at the Supreme Audit Office, first as Head of the Regional Branch in Warsaw, then as Head of the Finance and Budget Team, and as Head of the State Budget Department. In 1997–2000, he served as member and then as President of the Management Board of Srebrna. He was member of the Supervisory Board of Bank Ochrony Środowiska in 1998–2000. From September 2000 to July 2001, he served as Undersecretary of State at the Ministry of Justice. In 2006–2007, he was Minister of the State Treasury.
From 2001, he was Member of the Polish Parliament of the 4th, 5th, 6th, 7th and 8th terms, serving as Chairman of the Standing Committee on the Banking System and Monetary Policy, Chairman of the Economic Committee, and Chairman of the Public Finance Committee. He was also member of the Parliamentary State Treasury Committee. President of the Management Board of PKN ORLEN from December 16th 2015 to February 5th 2018. From June 2018 to July 2019, he was attorney-in-fact of the Management Board of Energa for Energy Markets and Investment Development.

Since February 25th 2016, he has been member of the Supervisory Board of PKO Bank Polski.

Attorney at law. Full professor at the Department of Private Commercial Law of the Jagiellonian University. One of the three authors of the Polish Commercial Companies Code of September 15th 2000. He was involved in the work to draft the OECD Principles of Corporate Governance, 1999. As an expert of the Association of Stock Exchange Issuers, he prepared a draft of the Rules of the Corporate Governance Committee, enabling implementation of the principles of Corporate Governance for Public Companies adopted by the Warsaw Stock Exchange. Currently, he chairs the Expert Group on Corporate Law of the Corporate Governance Reform Commission at the Polish Ministry of State Assets.
Since 1995 he has been an arbitrator of the Arbitration Court at the Polish Chamber of Commerce in Warsaw, and since 2015 – a member of the Court’s Arbitration Council. Furthermore, he has been President of the Exchange Court at the Warsaw Stock Exchange since 2007. From 2005 to 2011, he served two terms as President of the Arbitration Court at the Lewiatan Polish Confederation of Private Employers. He participated in numerous restructuring and privatisation projects. He sat on the Supervisory Boards of Południowy Koncern Energetyczny of Katowice, Małopolska Agencja Rozwoju Regionalnego of Kraków, and Polimex-Mostostal of Warsaw, among others.

He prepares legal expert reports in the fields of private business law, contract law and arbitration law. He has authored textbooks and commentaries on the companies and securities law, as well as numerous articles, glosses and reviews in the field of commercial law. He was involved in legislative work on an amendment to the Code of Commercial Companies of March 2020 regarding the online form of meetings held by corporate bodies and an amendment to the Code of Civil Procedure of 2019 regarding corporate arbitration.

Anna Wójcik is a graduate of the Poznań School of Banking and Management and the University of Warsaw (Faculty of Law and Administration). She also completed post-graduate studies at the WUT Business School (Faculty of Management), and was awarded the title of Master of Business Administration.

She is a manager with more than a decade’s experience in the private sector (real estate, retail, business consulting) and government administration. Her recent positions included COO at Exeq, whose field of expertise is in fund raising for corporate research, development and innovation. As part of her remit, she coordinated the work of the management board office and accounted for projects implemented within programmes financed with OP IE and NCRD funds.

Since 2016, her career has been in the government administration. She worked as Head of the Minister’s Office at the Ministry of Development and the Ministry of Finance, while currently she is employed at the Chancellery of the Prime Minister as Head of the Prime Minister’s Office.

Graduate of the University of Warsaw. Holds an MBA certificate. She has experience in a range of fields, including financial consulting, foreign aid coordination, and foreign investment promotion. In 2000-2021 she held executive and managerial positions in corporate banking at Bank Pekao, where she was in charge of a number of areas, including operational risk, transaction banking, FMCG key account management, sales monitoring, and budget planning and implementation.

A graduate of the School of Banking and Management in Poznań with an MA in business management, Andrzej Kapała has additionally completed post-graduate courses in financial management, human resources management and business accounting at the Wrocław University of Economics. He has also completed the Executive Master of Business Administration programme at the Warsaw Management University. He spent ten years working for the Local Democracy Development Foundation, as Head of its Wrocław Branch, where he focused on advising local government units and municipal utilities on management strategies and financial planning. For many years, he carried out consulting projects for private and municipal companies in investment and financial analyses and in project management, as well as restructuring and standardisation of business processes. He has authored several dozen feasibility studies and business plans for infrastructure investments and consulting projects in the area of enterprise restructuring (projects to develop technology and industrial parks, water and sewage management, and information society).
In 2012–2020, as Head of the Administration Office at PKO Bank Polski, he managed the Bank’s resources of about 300 real properties as well as several dozen banking infrastructure redevelopment projects, whilst overseeing the standardisation of business processes in the areas of property and project management and technical security of the Bank’s branches. Since 2020, he has served as President of the Management Board of Dolnośląskie Zakłady Usługowo – Produkcyjne DOZAMEL of Wrocław.

Attorney-at-law, doctor of law, assistant professor at the Department of Administrative Science and Environmental Protection at the Faculty of Law and Administration of Cardinal Stefan Wyszyński University. Member of the Warsaw Seminar on Administration Axiology. Graduate of the Faculty of Law and Administration at the University of Warsaw. Author and co-author of publications on law and administrative proceedings. Author of expert opinions and studies for public and private sector entities. Member of supervisory boards of private-capital corporations.

In 1987–1992, Roman Kusz studied at the Faculty of Law and Administration of the University of Silesia in Katowice. Between 1993 and 1997, he completed his legal training as an attorney-at-law at the Regional Bar Association in Katowice. Since 1997, he has been practising as a lawyer. First in 2007–2013 and then since 2016, he has served as Dean of the Regional Bar Association in Katowice. He has been a member (since March 2014) and Chairman (since January 9th 2017) of the Supervisory Board of Górnik Zabrze of Zabrze. During the 2018/2019 term of office, he also served as Secretary of the Supervisory Board of Ekstraklasa of Warsaw, the company organising the top Polish professional league for men’s football teams. Since 2017, he has sat on the Supervisory Board of the Provincial Fund for Environmental Protection and Water Management in Katowice. In 2019–2020, he was a Board member at the University of Economics in Katowice. Chairman of the 2nd term of the Silesian Forum of Self-Governments of Public Trust Professions in 2018. Since 2014, he has organised and moderated legal panels at the European Economic Congress in Katowice. On behalf of the Polish Bar Council, in his capacity as Chairman of the External Image and Legal Protection Committee, he co-organised the ‘Advancing Law & Governance Contributions to Climate Action under the Paris Agreement’ panel, which was part of the UN Climate Change Summit COP24 – the 24th Conference of the Parties to the United Nations Framework Convention on Climate Change (UNFCCC) held in Katowice, in 2018.

Jadwiga Lesisz graduated in Foreign Trade from the Faculty of International Relations of the Wrocław University of Economics. She has also completed a post-graduate course in Real Estate Management at the Wrocław University of Technology, And a Master of Business Administration (MBA) programme run by the WSB School of Business in partnership with Franklin University USA.
Jadwiga Lesisz has more than 20 years of professional experience, including extensive practical experience in the SME sector and long-standing experience in the business sector as an owner and manager, where she was involved, among other things, in the creation and organisation of business processes. In 2012–2016, at PKO Bank Polski, she was in charge of property lease operations related to the bank’s branches, supervising and participating in negotiation processes. She was involved in business controlling activities related to the optimisation of the bank’s branch network. In 2016–2017, she was Director of the Project Management Department and member of the Audit Committee at the Polish Ministry of Development. She was responsible for the preparation and implementation of a uniform methodology and culture of project management and for the coordination of key projects. She served as Vice President of the Polish Agency for Enterprise Development (PARP), responsible for public tasks supporting the implementation of innovations in enterprises. Her work at the Agency included initiating cooperation for the building of the start-up ecosystem in Poland. She also supervised public procurement, and management of assets and IT resources. She has experience in the public administration sector in the director general role. She passed the examination for candidates for supervisory board members at state-owned companies.

Graduate of the Faculty of Law and Administration of Maria Curie-Skłodowska University in Lublin. Completed post-graduate studies in real estate appraisal. She holds the licence of a restructuring advisor from the Minister of Justice.
She has experience in the roles of bankruptcy administrator, court supervisor and curator under the bankruptcy and restructuring law, as well as supervisory board experience.

Operating procedures of the Supervisory Board

PKN ORLEN’s Supervisory Board is composed of six to ten members. The Shareholder State Treasury, represented by the entity authorised to exercise the rights attached to the shares held by the State Treasury, has the right to appoint and remove one member of the Supervisory Board, with the other members of the Supervisory Board appointed and removed by the General Meeting. Individual members of the Supervisory Board and the entire Supervisory Board may be removed at any time before the end of their term of office. The General Meeting of PKN ORLEN appoints the Chair of the Supervisory Board, whereas the Deputy Chair and the Secretary are appointed by the Supervisory Board from among the other members of the Board.

Members of PKN ORLEN’s Supervisory Board are appointed for a joint term of office, ending on the date of the Annual General Meeting approving the financial statements for the full second financial year of such term of office. The current term of office of the Supervisory Board began on June 14th 2019 and ends on the date of the General Meeting of PKN ORLEN approving the Company’s financial statements for the financial year 2021.

At least two Supervisory Board members must meet the independence criteria specified in PKN ORLEN’s Articles of Association. In accordance with the requirements of the Code of Best Practice, at least two Supervisory Board members meet the independence criteria set out in the Act on Statutory Auditors, Audit Firms and Public Oversight of May 11th 2017, and have no actual and material links to any shareholders holding 5% or more of total voting rights at the Company.

Before being appointed to the Supervisory Board, independent members of the Supervisory Board should submit to the Company a written statement to the effect that they meet the criteria set out in the Articles of Association, the Act on Statutory Auditors, Audit Firms and Public Oversight and in the Code of Best Practice. Statements on meeting the independence criteria are submitted to the other Supervisory Board members and to the Management Board.

If the independence criteria are not met, a member of the Supervisory Board is obliged to immediately notify the Company of the same. The Company then informs the shareholders of the current number of independent members of the Supervisory Board.

If the number of independent members of the Supervisory Board is less than two, the Company’s Management Board is obliged to immediately convene a General Meeting and put an item concerning changes in the composition of the Supervisory Board on the agenda of the General Meeting. The Supervisory Board will continue to operate as then composed until changes in the composition of the Supervisory Board are made, i.e. the number of independent members is adjusted to the requirements set forth in the Articles of Association, and the provisions of Art. 8.9a of the Articles of Association (containing a list of resolutions which must be passed with the consent of at least half of independent Supervisory Board members) will not apply.

In accordance with the Rules of Procedure for the Supervisory Board, a Supervisory Board Member should not resign mid-term if this could prevent the Supervisory Board from performing its duties, and in particular from timely passing a resolution on any matter material to the Company.

Organisation of the Supervisory Board’s activities, in accordance with the principles outlined in PKN ORLEN’s Articles of Association and the Rules of Procedure for the Supervisory Board, is described on the corporate website: Operating procedures of the Supervisory Board.

Passing resolutions on the following matters:

  • any performance to be rendered or benefits to be granted by the Company or any of its related entities to members of the Management Board;
  • approval of material transactions (as defined in the Articles of Association) executed by the Company with its related parties, taking into account the exemptions and detailed arrangements provided for in Section 4b of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, and of agreements concluded by the Company or its subsidiary with a Management Board member or Supervisory Board member, save for agreements commonly concluded in petty current matters of everyday life,
  • appointment of an auditor to audit the Company’s financial statements; requires the consent of at least half of the independent members of the Supervisory Board. The foregoing provisions do not exclude the application of Art.15.1 and Art. 15.2 of the Commercial Companies Code.

The Supervisory Board selects an auditor after having received a recommendation from the Audit Committee.

Powers and responsibilities of the Supervisory Board

The Supervisory Board of PKN ORLEN exercises ongoing supervision over the Company’s operations, in all fields of its activity, specifically, the Supervisory Board is authorised to act as set out in generally applicable laws, including, without limitation, the Commercial Companies Code and the Company’s Articles of Association, in conformity with the Rules of Procedure for the Supervisory Board and – where generally applicable laws so stipulate – resolutions of the General Meeting and the Supervisory Board as well as other internal organisational documents in place at the Company.

To ensure the highest standards of corporate governance and in order to enable shareholders to form a true and fair view of the Company, the Supervisory Board draws up and submits for approval to the Annual General Meeting an annual report which must include, as a minimum:

  • information on the composition of the Supervisory Board and its committees, specifying which members of the Supervisory Board meet the independence criteria, and which of them do not have any actual and material links to any Shareholder holding 5% or more of total voting rights in the Company,
  • a summary of the activities of the Supervisory Board and its committees,
  • an assessment of the Company’s standing on a consolidated basis, including an assessment of its internal control, risk management and compliance systems and internal audit function, along with information on the steps taken by the Supervisory Board to perform the assessment;
  • assessment of the Company’s compliance with corporate governance standards and the manner in which the Company complies with its disclosure requirements set out in the WSE Rules and legal provisions governing current and periodic information published by issuers of securities, along with information on the steps taken by the Supervisory Board to perform the assessment;
  • assessment of the appropriateness of the Company’s and the Group’s sponsorship and donation spending, including the amount spent on these purposes;
  • remuneration report compliant with the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (starting from the year following the year in which the General Meeting adopted the remuneration policy).

In addition, the Supervisory Board:

  • approves material transactions with related entities within the meaning of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies,
  • performs periodic reviews of material arm’s-length transactions entered into in the ordinary course of business of PKN ORLEN in accordance with the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies,
  • where a transaction to be entered into by the Company with a related party within the meaning of the Company’s Articles of Association requires the Supervisory Board’s approval, the Supervisory Board assesses the need for prior consultation with a third party which will perform a valuation of the transaction and an analysis of its economic impact,
  • where entering into a transaction with a related party within the meaning of the Company’s Articles of Association by the Company requires approval from the General Meeting, the Supervisory Board draws up an opinion on the appropriateness of the transaction and assesses the need for prior consultation with a third party which will perform a valuation of the transaction and an analysis of its economic impact.

Pursuant to Sections 8.1 and 8.2 of the Rules of Procedure for the Supervisory Board, in order to discharge its duties, the Supervisory Board may inspect all the Company’s documents, request the Management Board and employees to provide reports and clarifications, and review the Company’s assets. To enable the Supervisory Board to perform its duties, the Management Board gives it access to information on matters concerning the Company. In order to guarantee the proper discharge of its duties, the Supervisory Board may request that the Management Board prepare, at the expense of the Company, expert and other opinions for the Supervisory Board, or employ an adviser.

Pursuant to Sections 27.1 and 27.2 of the Rules of Procedure for the PKN ORLEN Supervisory Board, a Supervisory Board member should inform the other members of the Supervisory Board of any conflicts of interest which have arisen or may arise, as well as abstain from taking the floor when the matter which has given rise to the conflict is being discussed, abstain from voting on the relevant resolution and request that the fact be recorded in the minutes. No breach of the provisions of the preceding sentence may render the Supervisory Board’s resolution invalid. In the case of doubt as to whether a conflict of interest exists, the matter is resolved by the Supervisory Board by way of a resolution.

Committees of the Supervisory Board

The Supervisory Board of PKN ORLEN may appoint standing or ad hoc committees, which act as its collective advisory and opinion making bodies.

The following standing committees operate within the Supervisory Board of PKN ORLEN:

  • The Audit Committee,
  • The Strategy and Development Committee,
  • The Nomination and Remuneration Committee,
  • The Corporate Governance Committee,
  • The Corporate Social Responsibility Committee (CSR Committee).

Composition of PKN ORLEN Supervisory Board Committees in 2021 roku 

Composition of PKN ORLEN Supervisory Board Committees as at January 1st 2021, December 31st 2021 and at the day of authorisation of the `Management Board Report on the Operations of ORLEN Group and PKN ORLEN S.A. for the Year 2021`

Full name Position held on PKN ORLEN Supervisory Board Committee
Audit Committee
Andrzej Kapała Chairman of the Committee, Independent Member of the Supervisory Board
Barbara Jarzembowska Member of the Committee, Independent Member of the Supervisory Board
Jadwiga Lesisz Member of the Committee
Michał Klimaszewski Member of the Committee, Independent Member of the Supervisory Board
Strategy and Development Committee
Michał Klimaszewski Chairman of the Committee, Independent Member of the Supervisory Board
Wojciech Jasiński Member of the Committee
Andrzej Kapała Member of the Committee, Independent Member of the Supervisory Board
Dominik Kaczmarski Member of the Committee (until June 6th 2021)
Anna Sakowicz-Kacz Member of the Committee, Independent Member of the Supervisory Board
Nomination and Remuneration Committee
Wojciech Jasiński Chairman of the Committee
Andrzej Szumański Member of the Committee, Independent Member of the Supervisory Board
Anna Sakowicz-Kacz Member of the Committee, Independent Member of the Supervisory Board
Michał Klimaszewski Member of the Committee, Independent Member of the Supervisory Board
Anna Wójcik Member of the Committee
Corporate Governance Committee
Andrzej Szumański Chairman of the Committee, Independent Member of the Supervisory Board
Dominik Kaczmarski Member of the Committee (until June 6th 2021)
Andrzej Kapała Member of the Committee, Independent Member of the Supervisory Board
Barbara Jarzembowska Member of the Committee, Independent Member of the Supervisory Board
Roman Kusz Member of the Committee, Independent Member of the Supervisory Board
Corporate Social Responsibility Committee
Jadwiga Lesisz Chairwoman of the Committee
Anna Wójcik Member of the Committee
Michał Klimaszewski Member of the Committee, Independent Member of the Supervisory Board
Roman Kusz Member of the Committee, Independent Member of the Supervisory Board

Tasks of the Audit Committee are to advise the Supervisory Board of PKN ORLEN on matters related to the proper implementation of budget and financial reporting rules and internal control within the Company and the ORLEN Group, as well as cooperation with the Company’s qualified auditors. The Audit Committee meetings are held at least once per quarter, prior to each publication of the Company’s financial statements.

Pursuant to the Rules of Procedure for the PKN ORLEN Supervisory Board, the majority of the Audit Committee members, including its Chair, should satisfy the independence criteria defined in the Company’s Articles of Association, the Code of Best Practice and the Act on Statutory Auditors, Audit Firms, and Public Oversight. At least one member of the Audit Committee should have the expertise and competence in accounting or financial auditing. At least one member of the Audit Committee or individual members of the Committee should have the expertise and competence specific to the industry in which the Company operates. PKN ORLEN’s Audit Committee performs all duties required under the Act on Statutory Auditors, Audit Firms, and Public Oversight of May 11th 2017.

In 2021, the Audit Committee held nine minuted meetings.

Also, permitted non-audit assurance services and related services were provided to PKN ORLEN and selected ORLEN Group companies in 2021 that had been contracted in compliance with the applicable procedure, i.e. each non-audit service had been preceded by an independence assessment and approved by the Audit Committee, including:

  • assessment of the annual report on remuneration of the PKN ORLEN Management Board and Supervisory Board for 2019–2020;
  • review of documents necessary for ORLEN Lietuva to recover funds from Public Service Obligation,
  • audit of oil product packaging of ORLEN Deutschland GmbH,
  • submission of Comfort Letters („CLs”) connected with establishing of the foreign eurobonds programme (“EMTN Programme”) and the first issue of eurobonds under the EMTN Programme, on which the Committee gave its consent in 2021;
  • confirmation of calculation of the electricity use intensity (EUI) indicator for PKN ORLEN, Anwil S.A. and IKS Solino S.A.;
  • review of a report on solvency and financial condition of ORLEN Insurance Limited;
  • review of separate accounting performed by ORLEN Aviation Sp. z o.o. with regard to ground handling activities.

In 2021, the Audit Committee formulated a recommendation with respect to the appointment of an audit firm in accordance with the Supervisory Board-approved updated auditor selection policy and auditor selection procedure for audits and reviews of financial statements.

The Corporate Governance Committee is responsible for assessing the implementation of corporate governance standards, providing the Supervisory Board with recommendations on the adoption of corporate governance standards, giving opinions on corporate governance documents, assessing reports on compliance with corporate governance standards drafted by the Warsaw Stock Exchange and statements of compliance with the best practices referred to in Art. 7.3.2 of the Act on State Property Management, giving opinions on proposed amendments to the Company’s corporate documents and drafting such amendments for the Supervisory Board’s own documents, monitoring Company management procedures in terms of their compliance with legal and regulatory requirements, including disclosure requirements of the capital market as well as compliance with the Core Values and Standards of Conduct of PKN ORLEN and corporate governance principles.

In 2021, the Corporate Governance Committee held five minuted meetings.

Tasks of the Strategy and Development Committee are to provide opinions and submit recommendations to the Supervisory Board on proposed investments and divestments which may have a material impact on the Company’s assets.

In 2021, the Strategy and Development Committee held five minuted meetings.

Tasks of the Nomination and Remuneration Committee are to help attain the Company’s strategic goals by providing the Supervisory Board with opinions and proposals on how to shape the management structure, with regard to organisational solutions, remuneration schemes and selection of staff with the skills required to ensure the Company’s success. Following amendment of the Public Offering Act, the Nomination and Remuneration Committee is also tasked with issuing opinions on remuneration reports prepared in accordance with statutory requirements and the remuneration policy in place at the Company.

The majority of the Nomination and Remuneration Committee members should be independent. Where the Nomination and Remuneration Committee is not composed of the majority of independent members of the Supervisory Board, the Committee is chaired by the Chair of the Supervisory Board. At least one member of the Nomination and Remuneration Committee should have knowledge of and experience in remuneration policy.

In 2021, the Nomination and Remuneration Committee held eight minuted meetings.

The responsibilities of the CSR Committee include supervising the implementation of the CSR Strategy by the Company through periodic assessments of the Company’s activities in this area, monitoring the Company’s management with respect to compliance with the ORLEN Group’s Code of Ethics, making recommendations to the Supervisory Board for the assessment of appropriateness of the Company’s and the Group’s sponsorship and donation spending, including the amount spent on these purposes, and approving annual reports on the Company’s CSR initiatives.

In 2021, the Corporate Social Responsibility Committee held eight minuted meetings.

See also

Letter from the President of the Management Board

More

Letter from the Chairman of the Supervisory Board

More

Previous page

General meeting

Next page

Remuneration policy

Search results