The Supervisory Board exercises regular supervision over Wirtualna Polska Holding S.A.’s (the “Company”) operations in all areas of its activity.
In order for the Supervisory Board’s resolutions to be valid, all of the members must be invited to a meeting of the Supervisory Board and at least one half of the members of the Supervisory Board must be present at such meeting.
Unless the Articles of Association provide otherwise, resolutions of the Supervisory Board are adopted by a simple majority of votes. In case of an equal number of votes “in favour” and “against”, the Chairman of the Supervisory Board shall have the casting vote.
Members of the Supervisory Board may participate in the adoption of the resolutions of the Supervisory Board by casting their vote in writing through the intermediation of another member of the Supervisory Board. Votes in writing may not be cast with respect to any matters introduced to the agenda during a meeting of the Supervisory Board.
The Supervisory Board may adopt resolutions in writing or by means of remote communication.
The adoption of resolutions in accordance with the above-mentioned procedure (casting a vote in writing through the intermediation of another member of the Supervisory Board, in writing or using means of direct remote communication) does not apply to the election of the Chairman or the Deputy Chairman of the Supervisory Board, the appointment of a member of the Management Board or dismissing or suspending such persons from their duties.
Pursuant to §20, section 3 of the Articles of Association, subject to §20, section 4 below, the powers of the Supervisory Board, aside from the matters stated in the Commercial Companies Code, include: 1) the election or change of the entity authorised to compile the financial statements of the Company and to audit the Company; 2) the appointment and dismissal of members of the Management Board in accordance with a request of the President of the Management Board; 3) the determination of the number of members of the Management Board in accordance with a request of the President of the Management Board; 4) the adoption of the By-laws of the Supervisory Board and the By-laws of the Management Board; 5) the granting of consent for the execution by the Company of any material transaction with a related party, excluding any standard transactions concluded on financial markets within the scope of the business conducted by the Company with a subsidiary in which the Company holds a majority share package; 6) reviewing and opining on matters which are to be the subject of resolutions of the General Meeting; 7) opining on long-term development programmes of the Company and the annual financial plans of the Company; 8) the acquisition or sale by the Company or any of its subsidiaries, in a single transaction or during any specific year, of a block or blocks of shares in other entity(ies), or any put or call option or bonds convertible into such shares having a joint value in any one year of the EBITDA consolidated profit; 9) the execution by the Company or any of its subsidiaries of an agreement resulting in a consolidated financial indebtedness in excess of 2.25 times the EBITDA consolidated profit; 10) the establishment by the Company or any Subsidiary thereof in favour of any third party, in a single transaction or during any year, of a pledge or the sale of assets having a fair market value or book value, on a joint basis, of one time the EBITDA consolidated profit; 11) the assumption of any obligation or the disposal of any right by the Company or its subsidiary, in a single transaction or during any specific year, having a joint value in excess of one time the EBITDA consolidated profit; 12) both with respect to the Company and its subsidiaries, the execution of contracts of employment, mandate agreements, service agreements (or any other agreements of a similar nature) where the amount of annual remuneration exceeds PLN 1.2 million (including the maximum payable bonus under any such agreement.
Pursuant to §20, section 4 of the Articles of Association, if any shareholder (except for entities who are shareholders of the Company on 14 January 2015, i.e. the Selling Shareholder and Orfe S.A., 10x S.A. and Albemuth Inwestycje S.A.) achieves or exceeds 30% of the overall number of outstanding votes in the Company, the matters referred to in sections 8) – 12) will no longer constitute the powers of the Supervisory Board, but will become the powers of the General Meeting.
In accordance with § 22 of the Articles of Association, the Supervisory Board will appoint an audit committee consisting of at least three members, including at least one member who should meet the independence criteria within the meaning of Article 86 clause 5 of the Auditors Act and have qualifications in the area of accounting or auditing pursuant to Article 86 clause 4 of the Auditors Act.
A Supervisory Board which consists of not more than five members may fulfil the duties of the audit committee.
The tasks of the audit committee include, in particular: (a) supervising over the organisational unit performing an internal audit; (b) monitoring the process of financial reporting, (c) monitoring the effectiveness of the internal control systems, internal audit systems and risk management; (d) monitoring the performance of financial auditing; (e) monitoring the independence of the statutory auditor and the entity authorised to audit financial statements, including cases of the provision of services other than the financial auditing of the Company; and (f) recommending to the Supervisory Board an entity authorised to audit financial statements to perform such financial auditing of the Company.
The Supervisory Board may also appoint other committees, in particular a nomination committee and a remuneration committee. The detailed tasks, the terms of appointment to and the operation of such committees are set out in the By-Laws of the Supervisory Board.
Pursuant to the Articles of Association the Supervisory Board should consist of at least two persons who satisfy the independence criteria as provided for in §21 of the Articles of Association.
Currently, there are three members of the Supervisory Board who satisfy the independence criteria - Mr Mariusz Jarzębowski, Mr Piotr Walter and Mr Aleksander Wilewski.
Currently the Supervisory Board consists of nine members.
The mandates of the members of the Supervisory Board expire on the date of holding the General Meeting approving the financial statements for the last full fiscal year in which the members of the Supervisory Board fulfilled their duties, i.e. for 2018, at the latest.
|Jarosław Mikos||Member of the Supervisory Board|
|Krzysztof Krawczyk||Member of the Supervisory Board|
|Beata Barwińska-Piotrowska||Member of the Supervisory Board|
|Mariusz Jarzębowski||Member of the Supervisory Board|
|Piotr Walter||Member of the Supervisory Board|
|Aleksander Wilewski||Member of the Supervisory Board|
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tel.: +48 22 57 63 900
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