The Annual General Meeting is convened by the Management Board (or by the Supervisory Board if the Management Board fails to convene it within the period set out by the law) and it is held within six months after the end of each financial year. The General Meeting is valid regardless of the number of shares being represented. The agenda of the General Meeting is determined by the body that has convened it. Any matters to be resolved by the General Meeting should first be presented by the Management Board to the Supervisory Board for its opinion. The resolutions are adopted by a simple majority of votes cast, unless the Commercial Companies Code or the Articles of Association provide otherwise. Voting at the General Meeting is open. A secret ballot is used at elections or upon motions for removal of the members of the company’s Boards or liquidators, or calling them to account for their actions, or in personal matters. A secret ballot is also used whenever requested by at least one of the shareholders or their representatives present at the General Meeting.

An Extraordinary General Meeting is convened by:

• the Management Board, upon its own initiative or upon a written motion of the Supervisory Board or shareholder(s) representing at least 5% of the share capital, in which case the Management Board includes on the agenda the matters indicated by the shareholders requesting the meeting
• the Supervisory Board, if it is necessary in its opinion
• shareholders representing at least half of the share capital or at least half of total votes in the Company,

The Supervisory Board or shareholders representing at least 5% of the share capital may request that particular matters be included on the agenda of the next General Meeting.

The shareholders have the following rights:

• they may take part in the General Meeting and exercise the right to vote in person or by attorneys-in-fact (other representatives)
• each shareholder has the right to candidature for the Chairman of the General Meeting or to put forward one candidate for the position of the Chairman of the General Meeting to the minutes
• for each point on the agenda, each shareholder has the right to one speech of five minutes and a reply of five minutes
• each shareholder has the right to ask questions on any matters on the agenda
• each shareholder has the right to object to a decision by the Chairman of the General Meeting; the General Meeting then decides in a resolution whether the decision of the Chairman will be upheld or reversed
• each shareholder has the right to suggest amendments or additions to draft resolutions which are covered by the agenda of the General Meeting. Such suggestions must be raised before the close of discussions on the relevant agenda item.

Throughout 2017, the Supervisory Board focused on the following issues:

Orange.one strategic plan for 2017-2020

A new mid-term strategic plan for 2017-2020 was finally accepted and announced to the market in September as “Orange.one”. The key aims of the plan are: to achieve for Orange Polska the position of first choice telecommunications operator for both retail and business customers; and to provide a stable business model based on a balanced increase in both sales and profits over the longer term.

Orange Love offer and benefits from convergence

The Orange Love convergent offer addressed to Polish households and small businesses was launched successfully in February. The Company’s convergent customer base increased in 2017 by 471,000 or 56% year-on-year to 1.3 million. The simplicity of the offer, combined with its attractive price and our good execution were key driving forces behind the popularity of Orange Love. The Supervisory Board closely monitored sales and the growth of the customer base as a result of this offer.

Fibre network and fixed broadband

Intensive expansion of the fibre access network by almost 70% meant that its coverage included almost 2.5 million households at the end of 2017. This expansion was a significant reason why fixed broadband revenues increased by 4.5% and the customer base grew by almost 11%. The increase in our TV customer base was similar (11%). All this has enabled us to grow our market share.

Financial results and operational performance in comparison to the budget

In view of the high level of investment and very strong competition, the Supervisory Board paid great attention to the financial results. Orange Polska achieved its 2017 adjusted EBITDA guidance at PLN 3,011 million, and limited the decline in revenues, which in 2017 amounted to PLN 11,381 million, falling by PLN 157 million. That represents a drop of -1.4% year-on-year, versus -2.4% in 2016 and -2.9% in 2015. The decline in fixed revenues was 3.2% compared to 7.5% in 2016. The increase by +5% (464,000) in the number of mobile post-paid customers should also be noted.The company reported a net loss for 2017 of PLN 60 million. This resulted from the PLN 204 million impact of the Social Agreement for the years 2018–2019 and the final settlement of the Social Agreement for the years 2016–2017.

Customer satisfaction

Ensuring smart customer service and increasing customer satisfaction was still an important item on the agenda of the Supervisory Board. We believe the Orange Love offer and fibre services were the main drivers behind the improvement in Orange Polska’s NPS (Net Promoter Score) ranking, from third place to second.

Incentive Programme

Together with the Orange.one strategic plan the Supervisory Board adopted a new Incentive Programme in the form of phantom shares settled in cash. This programme is open to the Management Board Members, Executive Directors and key managers of Orange Polska, including selected members of the management boards of subsidiaries, and is based on the Company’s share price performance on the Warsaw Stock Exchange.

Management Board composition

On February 7, 2017 the Supervisory Board reappointed Mariusz Gaca, Maciej Nowohoński and Jacek Kowalski for the next terms of office as members of the Management Board. In accordance with best practice the renewals were made more than two months before the expiration of their terms of office. Mariusz Gaca is the Vice-President of the Management Board in charge of Consumer Market, Maciej Nowohoński is the Board Member in charge of Finance and Jacek Kowalski is the Board Member in charge of Human Resources. On 24 November 2017 Piotr Muszyński, Vice-President of the Management Board in charge of Strategy and Transformation resigned from his position with immediate effect for personal reasons.

The Supervisory Board consists of between nine and 16 members, at least one third of whom should be independent members. The Supervisory Board should hold meetings at least once a quarter. The Supervisory Board appoints and removes the Management Board President and other members of the Management Board. Unless otherwise provided for in the Articles of Association, the Supervisory Board adopts resolutions in an open vote with a simple majority of votes cast and in the presence of at least half of all members of the Supervisory Board. The Supervisory Board elects from among its members the Chairman, who convenes and chairs the meetings of the Supervisory Board. In case of a tied vote, the Chairman has the casting vote. The Supervisory Board has established three committees which are its advisory bodies:

• Audit Committee
• Remuneration Committee
• Strategy Committee

Only a member of the Supervisory Board can be a member of any of its committees. The Committees make decisions by an ordinary majority of votes. The chairmen of the Committees are appointed by the Supervisory Board. They manage the Committee’s work, convene meetings and in the case of a tied vote, they have the casting vote.

Orange Polska adheres to the rules detailed in the Annex I to the European Commission Recommendation of February 15, 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board [Official Journal of the European Union L. 52/51, dated 25.2.2005]

The Audit Committee held seven regular meetings in 2017. The committee performed in particular the following activities:

Monitoring the financial reporting process and budgetary planning and control

The Committee, on behalf of the Supervisory Board, has monitored the process of financial reporting. Committee members reviewed the quarterly and yearly financial statements along with reports from the management on financial performance, accounting policies and procedures, accounting estimates and judgments, one-off items and market guidance.

The Committee also reviewed the Group’s budget and addressed recommendations on it to the Supervisory Board; in addition, the Committee reviewed the Group’s performance against the budget, as presented in regular reports from the management.

Recommendation on the appointment of the statutory auditor

The Committee reviewed the prior year’s performance of the external auditor and recommended to the Supervisory Board the reappointment of Ernst & Young as the statutory auditor for 2017. The terms of reappointment included the auditor’s remuneration, terms of engagement, audit plan and the materiality level set for audit conclusions.

Monitoring of statutory auditor’s performance and independence

Reviewing the scope and the results of the external auditor, Ernst & Young, its independence and objectivity, was a significant part of the Audit Committee’s duties and activities. All non-audit services provided by the external audit firm were approved in advance by the Chairman of the Committee. In addition, the Committee reviewed the external auditors’ proposed audit plan, including the materiality level set for audit testing. The Committee also monitored the Group’s responsiveness to the recommendations from the external auditor. In addition, the Committee met privately with the lead partner of the statutory audit firm.

Monitoring the effectiveness of internal audit, internal control systems and risk management

The Audit Committee reviewed the annual plan of Internal Audit, its budget and progress reports. The Committee monitored the periodic reporting on internal audit actions and findings. The Committee monitored the responsiveness of management to Internal Audit findings and recommendations. In addition, the Committee met privately with the Director of Internal Audit and reviewed the independence of the Internal Audit process.

The Committee reviewed the effectiveness of the internal control and risk management system. Its members received reports from the management on the system, and monitored the appropriateness of “control culture” as well as the way risks were identified, managed and disclosed. The Committee also reviewed reports from the management on implementation of actions in response to comments on internal controls from the internal and external auditors.

The Committee also reviewed the Group’s compliance system in areas such as: overall compliance with laws and regulations; ethics; anti-fraud; security; anti-corruption; and monitored the operations of the Ethics Committee, as well as the results of investigations initiated in response to whistle-blowing.

Monitoring changes in the legal environment and changes in accounting standards

Relevant changes in the legal environment, together with updates to accounting standards and recommendations from regulatory bodies, were considered by the Audit Committee, as well as the question of how Orange Polska Group approached and implemented them. The Committee also reviewed the improvement of alternative performance measures disclosure in line with ESMA guidelines.

Other areas of interest

The Committee reviewed and issued opinions on significant transactions with related parties, in line with internal regulations and best practices of corporate governance. Orange SA’s nominees are excluded from voting on Supervisory Board meetings and Audit Committee meetings on transactions involving Orange SA or its subsidiaries.

The Committee reviewed other matters of interest, including but not limited to revenue assurance, hedging and insurance.

A member of the Committee is independent if she/ he meets the following criteria:

1. not to belong, and not have belonged to the senior management within the last 5 years from the date of appointment; including not to be and not have been either a member of the Management Board of the Company or its affiliated entity
2. not to be an employee of the Company or its associated entity, and not have been in such a position for three years preceding the date of appointment, except when a member of the Committee is an employee not belonging to senior management and has been elected to the SVB as employee representative
3. not to exercise supervision as a dominant entity within the meaning of Article 3 clause 1 item 37 a-e of the Act of 29 September 1994 on Accounting or not to represent individuals or entities which exercise supervision over the Company
4. not to receive, or have received, significant additional remuneration from the Company or its associated entity apart from a fee received as a member of the Supervisory Board, including the Committee
5. not to have, or have had within the last year since the date of appointment, a significant business relationship with the Company or its associated entity, either directly or as an owner, partner, shareholder, member of the Supervisory Board or other supervisory or controlling body or senior employee, including a member of the Management Board or other governing body of an entity having such a relationship
6. not to be, or have been within the previous two years since the date of appointment:
   1. an owner, partner (including a general partner) or a shareholder of a current or former audit firm conducting an audit of a financial statement of the Company or its associated entity, or
   2. 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 statement of the Company, or
   3. 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 statement of the Company or its associated entity, or
   4. another natural 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
7. not to be a member of a management board or other governing body of an entity in which a member of the supervisory board or other supervisory or controlling body is a member of the Management Board of the Company
8. not to be a member of the Supervisory Board for more than 12 years
9. 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 of the Company or of a person referred to in points 1-8
10. not to remain in adoption, custody or guardianship with a member of the Management Board of the Company or with a person, referred to in points 1-8

Additional remuneration, referred to in point 4 above:

1. covers participation in a share option or any other performance-related pay scheme
2. 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 Committee consists of at least three members, the majority of whom, including the Chairman, are independent of the Company. The Audit Committee meets at least on a quarterly basis before the publication of the financial statements. The role of the Committee is to review the integrity of the financial information reported externally, the independence and objectivity of the Company’s external auditors, the nature and scope of the audit and the auditors’ work as well as internal audit, internal control and risk management systems and significant transactions with related parties, and to advise the Supervisory Board on these issues as appropriate.

The key functions of the Audit Committee include:

• supervision of the integrity of the financial information provided by the Company
• reviewing at least annually the Orange Polska Capital Group’s system of internal control and risk management systems
• reviewing annually the Internal Audit programme
• analysing reports of the company’s Internal Audit and major findings of any other internal investigations
• reviewing and providing 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
• controlling and monitoring the independence and objectivity of the statutory auditor and audit firm
• informing the Supervisory Board about the results of the audit and explaining how the audit contributed to the fairness of financial reporting in the Company
• assessing the independence of a statutory auditor and allowing a statutory auditor to carry out authorized non-audit services
• drawing up the policy on selection of an audit firm and the policy on the provision of authorized non-audit services by an audit firm conducting the audit, by entities affiliated with that audit firm and by a member of their networks
• determining the procedure of selection of an audit firm
• giving the Supervisory Board recommendations, referred to in art. 16 clause 2 of the Regulation no. 537/2014 of the European Parliament and of the Council of 16 April 2014, in accordance with the policy on selection of an audit firm and the policy on the provision of authorized non-audit services by an audit firm conducting the audit, by entities affiliated with that audit firm and by a member of their networks;
• giving the Supervisory Board recommendations to ensure the fairness of the financial reporting process in the Company
• discussing (in or without the presence of the Company’s Management Board) any problems or reservations identified by the statutory auditor and resulting from the financial statements audit
• reviewing the effectiveness of the external audit process, and the responsiveness of the Management Board to recommendations made by the external auditor

Orange Polska fibre strategy and its execution, including participation in Digital Poland Operational Programme

Unsurprisingly, and as already concluded by the Committee in 2016, fibre (FTTH) investment remains critical to Orange Polska’s success. This is why this topic remained a focal point on the Committee’s agenda in 2017.

Apart from tracking the development and execution of the Company’s fibre strategy and investment programme, the Committee notably analysed Orange Polska’s participation in the government-subsidised Digital Poland Operational Programme (POPC). The objective of the POPC programme is to bridge the digital divide, most importantly through European-funded fibre investments, mainly in rural areas, as well as supporting the country’s digital transformation with a variety of projects in education or public services.

The Committee had a positive opinion on the Company’s approach to POPC and the financial mechanism of its involvement in the Programme, balancing POPC and its own fibre investments, and carefully looking into the profitability of different projects. Orange Polska’s POPC participation proved successful. In the second POPC tender, Orange Polska won 18 out 79 possible zones: over 360 thousand households and two thousand schools are to be covered in the Orange Polska-won area.

5G

Even if its standards have not yet been finalised, nor are 5G-enabled devices available, the Committee shares the opinion that 5G will be a crucial technology step, linked with the evolution in the use of data: both its exponential growth and new usages, in B2C as well as in B2B. This topic remained, therefore, high on the Committee’s agenda in the past year.

Different approaches to 5G in Asia and US were examined and compared with the European situation, objectives and requirements - especially in view of the 4G deployment still to be completed. Spectrum needs were also analysed and discussed in view of the future 5G launch and deployment requirements.

Orange Polska spectrum assets and strategy

Future 5G needs and spectrum opportunities were only one of the aspects of the Company’s spectrum portfolio discussed by the Committee. While it has a 28% market share in SIM cards, Orange Polska has only 19% of the relevant frequencies (800-2600 MHz), which translates into a very intensive use of its radio resources and the need to continuously monitor the situation and its challenges. This area will continue to be of key importance in the work of the Committee in the coming years.

The Strategy Committee should meet at least twice a year. The Committee gives its opinions and recommendations to the Supervisory Board on the strategic plans set out by the Management Board, as well as any further suggestions to strategic plans made by the Supervisory Board, in particular concerning key strategic directions. The Strategy Committee may also provide recommendations to the Supervisory Board regarding Management’s planning processes. The Committee is consulted on all strategic projects related to the development of Orange Polska Group, the monitoring of the evolution of industrial partnerships within the Orange Polska Group and projects involving strategic agreements for Orange Polska Group. It then reports and makes recommendations on each of these projects to the Supervisory Board.

In particular, the Committee is invited to consider projectssuch as:

• strategic agreements, alliances, and technological and industrial co-operation agreements, including aspects of the strategic partnership between Orange Group and Orange Polska Group
• significant acquisitions and sales of assets

The issues submitted to the Strategy Committee contain, in particular, the information necessary for assessing the risks involved in these operations.

Given the potential impact of these risks on the company’s accounts, the Chairman of the Audit Committee is entitled to attend the Strategy Committee meetings as permanent guest, along with the Chairman of the Supervisory Board.

In 2017, the Remuneration Committee held eight meetings and in particular developed recommendations for the Supervisory Board’s consideration focused on the following Management Board Members’ issues:

1. Employment conditions:

• positively recommended to the Supervisory Board the adoption of a standard Contract of employment and a standard Non-Competition Agreement after the expiry of employment for the Management Board Members, and also the authorisation of the Chairman of the Supervisory Board to conclude the contracts
• accepted the temporary change to Jean-François Fallacher’s employment contract
• confirmed the main conditions of the employment contracts and the conditions of non-compete agreements after termination of employment for Mr. Piotr Muszyński, Mr. Jacek Kowalski, Mr. Maciej Nowohoński and Mr. Mariusz Gaca
• positively recommended to the Supervisory Board the appointments of Mariusz Gaca, Jacek Kowalski and Maciej Nowohoński as Management Board Members for the next term of office from April 2017
• positively recommended to the Supervisory Board the change of the conditions of employment of Jolanta Dudek, the Management Board Member in charge of Customer Care and Customer Excellence
• discussed the composition of Management Board of Orange Polska

2. Bonus and remuneration-related matters:

• accepted the changes in the definition of the Stretch Bonus for the CEO for 2017
• positively recommended to the Supervisory Board the extraordinary reward for Jean-François Fallacher
• approved the evaluation of the MBO goals for the Management Board Members for H2 2016, the establishment of goals for the Management Board Members for H1 2017 and the evaluation of their MBO goals for H1 2017, and the establishment of goals for the Management Board Members for H2 2017
• decided that the target “Market Share” would no longer be included in MBO for the CEO

3. Remuneration policy and strategy:

• accepted the Remuneration Committee’s Annual Report 2016
• approved the part of the Management Board’s Report on the Activity of Orange Polska S.A. in 2016, including remuneration policy in Orange Polska S.A., in accordance with Best Practice for GPW Listed Companies 2016
• was acquainted with the training system for top managers including development offers provided by Orange Group and Orange Polska
• accepted and positively recommended to the Supervisory Board the Orange.One Motivation Program
• positively recommended to the Supervisory Board the Orange SA Group Long Term Incentive Program

The Remuneration Committee should meet at least four times a year. The task of the Committee is to advise the Supervisory Board and Management Board on the general remuneration policy of Orange Polska Group and to make recommendations on appointments to the Management Board.

The Committee’s detailed tasks include:

• determining the conditions of employment and remuneration of the Members of Management Board
• considering proposals made by the President or the Supervisory Board concerning new appointments to the Management Board; taking part in the final stage of the interviewing process and making appropriate recommendations to the Supervisory Board about candidates
• considering proposals made by the President or the Supervisory Board regarding dismissal or reports regarding resignations of any members of the Management Board and making if necessary a relevant recommendation to the Supervisory Board
• giving recommendations to the Supervisory Board regarding the amounts of bonuses for the members of the Management Board
• providing an opinion on remuneration policy for most senior executives, and on the general policy for the wider Orange Polska Capital Group: in both cases having regard to the relative positioning on the market of Orange Polska Group’s terms of engagement and remuneration levels

The President of the Management Board acts as chairman and manages the activities of the Management Board. Board Members report to the President on the execution of their duties, while he monitors and evaluates the results of their work.

Members of the Management Board manage the company’s affairs directly, according to the division of duties defined in Organisational Regulations of Orange Polska. Meetings of the Management Board are held on average twice a month on dates specified in working schedules. Participation of the Management Board Members in meetings is obligatory and each Management Board Member may place matters on the agenda of the meeting. Participation of other persons in meetings is at the discretion of the President of the Management Board, who presides at meetings. Resolutions of the Board are adopted by absolute majority of votes of all appointed Board members. A resolution can also be adopted outside the meeting by circulation, but only if all the members sign it.

Responsibilities: CEO and President of the Management Board

Appointment to the board: May 2016

Qualifications: He obtained engineering degrees from École Polytechnique, École Nationale Supérieure des Télécommunications in Paris, and completed the International Business Development program at ESSEC Business School.

Career experience: Jean-François has extensive professional experience in the telecom market, in both business and residential sectors, gained in various European markets.

Between 2011 and 2016 he was the CEO of Orange Romania, that country’s leading mobile telco company. Prior to Orange Romania, Jean-François served in key leadership roles within the Orange Group for 20 years, most recently as the CEO of Sofrecom, the Group’s international consulting company, and in the Netherlands as COO of the internet provider Wanadoo and as Marketing Manager B2B for EuroNet Internet.

Responsibilities: Vice-President of the Management Board in charge of Consumer Market (B2C)

Appointment to the board: February 2014

Qualifications: He is a graduate of the Academy of Agriculture and Technology in Bydgoszcz and Warsaw University. He also holds an MBA from the University of Illinois at Urbana Champaign and is a graduate of the Advanced Management Program (AMP) at INSEAD.

Career experience: He began his professional career in the Elektrim Group, where he co-created business plans for local telecommunication operators between 1995 and 2000. From 2001 he worked at TP Group (Telekomunikacja Polska) as Director of Multimedia and was responsible for the development of internet access for the mass market. Between 2005 and 2009 he was responsible for the TP Group business market. From 2009 he was TP Group Executive Director in charge of Sales and Customer Service and President of the Management Board of PTK Centertel (TP Group’s mobile telecommunication operator) - a position which he held until the merger of PTK Centertel with Telekomunikacja Polska in 2013. In 2014-2016 he was Orange Polska Vice President responsible for B2B Market.

Since January 2017 he has been Vice-President of the Orange Polska Management Board in charge of Consumer Market. He has also served as Chairman of the Orange Polska Ethics Committee since 2016, Vice President of Employers of Poland and Chairman of the Polish Section of Business and Industry Advisory Committee to the OECD (BIAC) since 2011.

Responsibilities: Since September 2016 he has worked as Executive Director in charge of information technology. He is responsible for strategic plans, policies, programmes and schedules for OPL businesses to accomplish their corporate goals and objectives. He also ensures day-to-day improvement and quality of related applications.

Qualifications: Bruno graduated from ENSEEIHT (France’s computer science “Grande Ecole”).

Career experience: Bruno has over 20 years of professional experience in Information Systems & Digital transformation, spanning Telecoms, E-commerce & Media.

His professional track-record includes high-level managerial positions in telecoms (CTO / Board Member at AOL France, and Director for digital transformation at Vimpelcom) and e-commerce (CIO/Board Member at La Redoute, and Deputy CIO co-leading a massive mainframe decommissioning program at 3SI - OTTO group).

He started his carrier in R&D at France-Telecom in 1994 then joined Wanadoo France as Billing manager at its inception in 1996. He was later appointed as CIO for Wanadoo Netherlands, then Solutions Director for Orange (Mobile). He then moved to the UK as Wanadoo CIO.

Responsibilities: Vice-President of the Management Board in charge of Business Market

Appointment to the board: October 2015

Qualifications: She holds a degree in Philology from the Jagiellonian University, and is also a graduate of the Advanced Management Programme at INSEAD, the Academy of Leadership Psychology at Warsaw University of Technology Business School and the Open Academy of Mentoring.

Career experience: Bożena has over 20 years’ experience in the telecommunications sector, both in B2C and B2B sectors. She has held management positions in Polkomtel S.A., PTK Centertel Sp. z o.o. and Telekomunikacja Polska S.A. She joined the Orange Polska team in 2006 as Deputy Director of Sales for Business Market. One year later she became Business Market Sales Director. Since 2008 she has worked as Director in charge of Business Market and later as Sales Director in both PTK Centertel Sp. z o.o. and Telekomunikacja Polska S.A.. In 2013, she became Executive Director in charge of Sales for Orange Polska and two years later she was appointed a Member of the Management Board in charge of Sales and Commercial Digitisation.

Since January 2017, Bożena Leśniewska has held the position of Vice President in charge of Business Market.

She is the member of the European Network for Women in Leadership and the Board of Experts THINKTANK. She also participates in the activities of the Programme Council of PNSA.

In 2016, she was recognized by the Institute of Innovative Economy as one of the top ten most influential women in the Polish technology sector.

Responsibilities: Management Board Member in charge of Customer Care and Customer Excellence

Appointment to the board: October 2015

Qualifications: She is a graduate of the Faculty of Philology at the University of Silesia and postgraduate studies in European Economy Management with a diploma from the Ecole des Hautes Etudes Commerciales (HEC) and the Warsaw School of Economics. She is also a graduate of postgraduate studies at the Academy of Leadership Psychology, Warsaw University of Technology Business School. She is also an experienced Lead Auditor of Quality Management System ISO 2002 (BSI) and Global Contact Center Excellence (COPC®) Coordinator. In 2015 she graduated from the School of Mentors at the Warsaw University of Technology Business School.

Career experience: She began her career in telecommunications at PTK Centertel in 2000, holding management positions related to Individual Customers Care and taking part in the development of customer service for the “Idea” mobile network. Between 2004 and 2010 she served as Director of Business Clients Service at Orange. In October 2010 she was appointed Director of Mobile Business Client Service in Orange Customer Service and PTK Centertel. She was responsible for the strategy, transformation and operational launch of complex customer care for B2B clients of TP Group. In this role she dealt with processes and operational models in a wide range of mobile, fixed and internet telephony.

From November 2013, until the 2016 incorporation of Customer Service into the main OPL structure, Jolanta served as CEO of Orange Customer Service.

Responsibilities: Management Board Member in charge of Human Resources

Appointment to the board: January 2011

Qualifications: He is a graduate of the Faculty of History at the University of Warsaw and undertook postgraduate studies in Local Government and Non-Governmental Organisations Management, also at the University of Warsaw.

Career experience: He started his career in Orange Polska Group (previously TP Group) in 2001 as Manager of Human Resources in Sales & Marketing at PTK Centertel. Between 2005 and 2009 he was the Director of Employee Competence and Development Management Branch. From 2009 to 2011, before joining the management board, Jacek was Executive Director in charge of Human Resources at Orange Polska.

Prior to that he worked as a Board Member of the Entrepreneurship and Human Resources School in Infor Training (InforMedia Group) and Director of the National In-Service Teachers Training Centre, responsible for the implementation of training programmes supporting the development of education in Poland.

Currently he is Chairman of the Orange Polska Employees’ Pension Fund. He is also a member of the Programme Board of Polish Human Resources Management Association and a member of Human Explorers - an informal group for those passionate about HR.

Responsibilities: Management Board Member in charge of Finance

Appointment to the board: March 2014

Qualifications: He is a graduate of Foreign Trade at the Economic University of Poznan and from the Dutch HAN University of Applied Sciences in Nijmegen.

Career experience: Since March 2014 he has served as Member of the Management Board in charge of Finance at Orange Polska. Maciej Nowohoński is a Supervisory Board Member of Stowarzyszenie Emitentów Giełdowych (Association of Listed Companies). He also sits on the supervisory boards of selected subsidiaries of Orange Polska.

He has been with Orange Polska since 2003 and held several positions in finance, including Orange Polska Group Controller in 2006-2014.

In 2010-2011 he was the Management Board Member at Emitel and in 2011-2013 the Management Board Member in charge of Finance at PTK Centertel. Prior to joining the Orange team, he worked for Arthur Andersen & Andersen Business Consulting.

Responsibilities: Since 2012 he has worked as Executive Director in charge of Corporate Affairs at Orange Polska

Qualifications: He is a graduate of Law and International Relations at the University of Warsaw and has completed the Stanford Executive Program at Stanford University.

Career experience: From 2010 to 2012 he was Vice-President of the Management Board and then acting President of the Management Board for PGE Energia Jądrowa S.A.

Between 2007 and 2010 he served as Deputy Minister of the Interior and Administration, responsible for the development of information society, ICT and public records, as well as Chairman of the government committee “Digital Poland”, and a member of the government committee in charge of Energy Safety and the inter-ministerial committee of Digital TV and Radio Broadcasting.

He was awarded Info-Star (2009), INFOSTAT (2009) and Electronic Economy Ambassador (2008) awards. He is a member of the Board of Orange Foundation.

Responsibilities: Since November 2013, she has worked as Executive Director in charge of Effectiveness

Qualifications: She graduated from the Warsaw School of Economics, Management and Marketing Department; she also holds qualifications from the Musicology Department, Warsaw University, and postgraduate studies in Positive Psychology at SWPS (University of Social Sciences and Humanities).

She holds the International Coaching Community certificate (2010) and International Coaching Federation certificate (2013).

Career experience: A member of the Orange Polska team since 1994, she began her employment at PTK Centertel where she was responsible for ERP implementation. From 1998 to 2001, she was the Budget Controller for Network and IT areas. In 2001 she joined Telekomunikacja Polska S.A. where, as the Sourcing Director, she was responsible for the creation and development of a Sourcing Organisation working within the France Telecom Group. As Property Director in 2010-2013, she coordinated the concept development and construction of the Miasteczko Orange (Orange Town) facility. At the same time, she supervised the sale of properties from Orange Polska’s portfolio.

Since 2013, as Executive Director in charge of Effectiveness, she has been responsible for Sourcing and TTM process. She also acts as Orange.one Programme Director – the project that implements the Company’s strategy for 2020. In addition to her basic scope of responsibilities within Orange Polska, she conducts coaching processes for the Company’s managers.

Responsibilities: Since September 2016 he has held the position of Chief Technology Officer at Orange Polska. He is a member of the Orange Network Experts Committee as well as the Orange Ethics Committee, and he is Chairman of the TP Teltech Supervisory Board.

Qualifications: He graduated in electronic engineering from the Warsaw University of Technology and holds MBA qulifications from the University of Gdańsk and the University of Strathclyde in Glasgow.

Career experience: Piotr has worked at Orange Polska (former Telekomunikacja Polska) since 1991, initially as the Technical Manager in the Białystok Technical Unit, then, in TP Headquarters, as Director of the Business Customer Relations Department and Regional Executive Director (for South and Central Regions). Between 2007 and 2013, he was the Technical Customer Service Director. Then, until 2016, he worked as the Service Delivery and Maintenance Director, responsible for technical processes of service provision and maintenance (for both Orange customers and alternative operators), network investments (including VHBB FTTH roll-out) and active network maintenance. Piotr has been the leader of several projects in customer experience development. He has been involved in charity work for years.

Responsibilities: Since 2013 he has worked as Executive Director in charge of Carriers Market of Orange Polska.

Qualifications: He graduated from the Telecommunication Institute of Warsaw Technical University. He also holds an MBA from the University of Illinois at Urbana-Champaign.

Career experience: He has over 14 years of experience in working as a manager for telecom carriers in international environments. Throughout his career he has held a number of executive as well as supervisory positions and roles, including with the Capital Group Polish Energy Networks, where he was Chairman of the Board of Exatel SA and of NOM Sp. z o.o. Since 2007 he has been employed in Orange Group as the manager responsible for wholesale sales and wholesale products portfolio.