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, the powers of the Supervisory Board, aside from the matters stated in the Commercial Companies Code, include: 1) the selection or change of the entity authorised to audit financial statements of the Company and conduct audits of the Company; 2) the appointment and dismissal of members of the Management Board in accordance with the request of the President of the Management Board; 3) the determination of the number of members of the Management Board in accordance with the 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 to the Company to conclude any material transaction with a Related Party, excluding any standard transactions concluded on an arm’s length basis within the scope of any operational dealings of the Company with a Related Party in which the Company holds a majority shareholding; 6) reviewing and opining on any and all matters that are to be the subject of resolutions of the General Meeting; 6) opining on long-term development plans of the Company and the annual financial plans of the Company; 7) 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; 8) both with respect to the Company and its subsidiary, 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 1,200,000 (one million, two hundred thousand) (including the maximum payable bonus under any such agreements).
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 six 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.
|Jarosław Mikos||President of the Supervisory Board|
|Krzysztof Krawczyk||Vice-President 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|
ul. Jutrzenki 137 A
tel.: +48 22 57 67 900
fax: +48 22 57 67 901