The General Meeting
The General Meeting is responsible for the following duties (among others):
- review and approval of the financial statement and report on the company’s activity in the previous financial year
- distribution of profits or coverage of losses
- confirming the proper execution of duties by the members of the Supervisory Board and the Management Board
- amendments to the Articles of Association, including an increase or reduction of the share capital
- merger or change of the legal form of the company
- appointment and removal of the members of the Supervisory Board
- determining the remuneration of the members of the Supervisory Board
Full details of the matters reserved for the General Meeting’s decision making can be found on our website at http://www. orange-ir.pl/corporate-governance/corporate-documents
The Supervisory Board
The Supervisory Board is responsible for supervision over the company’s activities (including the activities of its controlled subsidiaries) and represents the company in concluding any agreements between Orange Polska and members of the Management Board or in the event of any disputes between the company and members of the Management Board. It is also obliged to ensure that the financial statements and reports on the company’s activities meet the requirements of the provisions of accountancy law.
The main duties of the Supervisory Board are:
- evaluation of annual financial statements
- evaluation of the Management Board’s report on company’s activities and motions of the Management Board regarding distribution of profits or covering of losses as well as submitting a written report on the results of the above mentioned evaluations to the General Meeting
- appointing, dismissing and suspending for important reasons a member of the Management Board or the entire Management Board as well as determining the terms of their remuneration and fixing their the remuneration
- appointing an auditor to examine or inspect financial statements
- stating an opinion on annual and long-term strategies and business plans and annual budget
- stating an opinion on incurring liabilities in excess of the equivalent of EURO 100,000,000 as well as on disposal of the assets in excess of the equivalent of EURO 100,000,000
- submitting a concise evaluation of the company’s standing to the General Meeting
Criteria for independent Supervisory Board members
The independent members of Orange Polska Supervisory Board satisfy the following conditions:
- not to be, or have been for the previous five years a member of the Management Board of Orange Polska, or its dominant or subsidiary company and not to belong to senior management of such entities
- not to be, or have been within the previous five years an employee of Orange Polska, or its dominant or subsidiary company
- not to receive, or have received, significant additional remuneration or any pecuniary performance from Orange Polska, or its dominant or subsidiary company apart from a fee received as a member of the Supervisory Board
- not to be or to represent in any way, particularly as a management board member, a supervisory board member or senior employee, a dominant shareholder
- not to have, or have had within the previous year, a significant business relationship (as a significant supplier of goods or services, including financial, legal, advisory or consulting services, or significant customer) with Orange Polska or an associated company, either directly or as a partner, significant shareholder, director or senior employee of an entity having such a relationship
- not to be, or have been within the previous three years an external auditor of Orange Polska, or its dominant or subsidiary company or an employee of such auditor
- not to be a member of a management board in a company in which a member of the Management Board of Orange Polska is a member of the supervisory board
- not to have served on the Supervisory Board of Orange Polska for more than twelve years from the date of the first appointment
- not to have, or have had family connections with a member of the Management Board of the company, senior employee of the company, or a dominant shareholder
The Management Board tabled a motion to the Annual General Meeting to amend and adapt the present criteria of independence of the members of the Supervisory Board to the Act of 11 May 2017 on Statutory Auditors, Audit Firms and on Public Oversight, while respecting the requirements of independence defined in the Annex n°2 to the European Commission recommendation of 15 February 2005 (2005/162/WE) on the role of non-executive directors or supervisory directors of listed companies and on the committees of the (supervisory) boards.
The new criteria are as follows:
- not to belong, and not have belonged to the senior management for the previous 5 years, including not to be and not have been either a member of the Management Board of the Company or its affiliated entity
- not to be, or have been for the previous three years an employee of the Company, or its associated, subsidiary or affiliated entity and not to be bound by any similar agreement with such entities
- not to receive, or have received, significant additional remuneration from the Company, or its affiliated entity apart from a fee received as a member of the Supervisory Board, including as a member of the Audit Committee
- not to exercise supervision over the Company within the meaning of the Accounting Act or to represent in any way a shareholder, persons or entities exercising control over the Company
- not to have, or have had within the previous year, a significant business relationship with the
Company or its affiliated entity, either directly or as an owner, partner, shareholder, director,
member of the supervisory board or other supervisory or controlling body or senior employee,
including member of the management board or other governing body of an entity having such
a relationship. Business relationship include the situation of a significant supplier of
goods or services (including financial, legal, advisory or consulting services), of a significant
customer, and of organisations that receive significant contributions from the Company or
- an owner, partner (including a general partner) or a shareholder of a current or former audit firm conducting an audit of a financial statements of the Company or its affiliated entity, or
- a member of the supervisory board or other supervisory or controlling body of a current or former audit firm conducting an audit of a financial statements of the Company, or
- an employee or person belonging to senior management, including a member of the management board or other governing body of a current or former audit firm conducting an audit of a financial statements of the Company or its affiliated entity, or
- another person whose services were used or supervised by a current or former audit firm or statutory auditor acting on behalf of a current or former audit firm
- not to be a member of a management board or other governing body in a company in which a member of the Management Board of the Company is a member of the supervisory board or other supervisory or controlling body, and not to have other significant links with members of the Management Board of the Company through involvement in other companies or bodies
- not to be a member of the Supervisory Board of the Company for more than twelve years
- not to be a close family member of a member of the Management Board of the Company or of persons, referred to in points 1 – 8 , in particular not to be a spouse, cohabitant, relative or in-laws in a straight line, and in the collateral line to the fourth degree, of a member of the Management Board or of persons referred to in points 1-8
- not to remain in adoption, custody or guardianship with a member of the Management Board of the Company or with persons
Additional remuneration, referred to in point 3 above:
- covers in particular any participation in a share option or any other performance-related pay scheme
- does not cover the receipt of fixed amounts of compensation under a retirement plan including deferred compensation for prior service with the Company, provided that such compensation is not contingent in any way on continued service with the Company.
The Management Board
The Management Board manages Orange Polska’s affairs, administers its assets and represents the company towards third parties. It is responsible for any matters relating to the company’s affairs which, under the Commercial Companies Code or the company’s Articles of Association, do not fall within the competence of the General Meeting or the Supervisory Board. The Management Board implements resolutions of the General Meeting and the Supervisory Board as well as its own resolutions, and is responsible for their execution.
In particular, Board resolutions are required in the following affairs of the Company:
- formulation of the Company’s strategies and approval of multi-year plans for development of its individual activity areas
- approval and update of the Company’s budget
- fixing amounts of investment outlays and their financing sources
- contracting credit lines and other financial liabilities
- formulation of personnel policies and rules of remuneration within Company
- adoption of annual financial statements and the Management Board’s reports on the Company’s and the Capital Group’s activity
- proposing to the General Meeting motions regard
- the Company’s property transformation and public trading in the Company’s securities
- exercising owner’s supervision over companies with Orange Polska participation
- participation in other companies
- concluding and implementing agreements between the Company and any trade unions acting within it
- negotiation and settlement of labour disputes
- rules for filling the posts of key management, including terms and conditions of employment and remuneration rates
Full details of the matters reserved for the Management Board’s decision making can be found on our website at http://www.orange-ir.pl/corporate-governance/corporate- -documents
Executive Directors are responsible for management of specific functions within the company. The task areas of their responsibilities are described in the Orange Polska Organisational Regulations.
Regulating conflicts of interest
Each member of the Supervisory Board should take appropriate action to prevent and resolve conflicts of interest and is obliged to promptly inform the Chairman about all conflicts of interests which have arisen or may arise. Also he/ she is obliged to inform the Company immediately about the existence of their relationship with any shareholder who holds shares representing not less than 5% of all votes at the General Meeting of the company, and to provide the company with a quarterly summary on such relationships.
This concerns financial, family and other relationships which may affect the position of the member of the Supervisory Board on issues decided by the Supervisory Board.
Each Management Board member is obliged to promptly inform the Company about all conflicts of interests which make impossible or limit his ability to perform any function of a Board member.
Supervisory and Management Board members are obliged to submit quarterly statements including additional information required by the laws and regulations related to the listing of shares on the regulated markets, with the aim of informing the Company about potential conflict of interest. In case of a conflict between the interests of the Company and the personal interests of a Supervisory or Management Board member, or his/her descendants or relatives up to the second degree, a Board member shall abstain from participation in resolving such cases.
The Audit Committee reviews and provides an opinion to the company’s Management Board and/or the Supervisory Board on significant transactions with related parties as defined by the corporate rules.
Orange SA’s nominees abstain from voting on Supervisory Board meetings and Audit Committee meetings on transactions involving Orange SA or its subsidiaries. Also other members of the Supervisory Board performing functions in other companies which enter into transactions with the Company are excluded from voting on matters relating to such transactions.