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Integrated report 2020

Corporate governance

Contents

General rules

PGE Polska Grupa Energetyczna S.A. is a joint stock company. Pursuant to the Polish Commercial Companies Code, a joint stock company has the following corporate bodies:

  • General meeting, which is where the company’s shareholders (co-owners) meet;
  • Supervisory board;
  • Management board.

Competences of the governing bodies are specified in the company’s statutes, the content of which is established by the company’s general meeting.

The following diagram presents a simplified management structure and the key tasks for the management board and supervisory board:

Management Board

  • Conducts the company’s affairs and represents it in all activities in and out of court.
  • Statements of will on behalf of the company must be made by two management board members or a management board member and a proxy.

Supervisory Board

  • Exercises continuous oversight of the activities of the management board and the company.
  • Appoints management board members through competitions.

Management Board

  • May consist of 1 to 7 members, including the president.
  • At the end of 2020, the Management Board consisted of 6 members: 5 appointed for a joint term in February 2020 and 1 appointed in September 2020.

Supervisory Board

  • May consist of 5 to 9 members.
  • Half of the members are appointed from amongst candidates put forward by the State Treasury
  • At the end of 2020, the Supervisory Board consisted of 8 members, including six independent members in compliance with criteria set out in Best Practices for WSE-Listed Companies 2016
  • The Management Board of the 9th term was appointed as from July 20, 2018.

Management Board

  • Members are appointed by the supervisory board for a joint three-year term after a competitive procedure.
  • Management board members are dismissed or suspended by the general meeting or supervisory board.

Supervisory Board

  • Supervisory board members are appointed and dismissed by the general meeting, except for the member appointed by the State Treasury by way of a statement.
  • They are appointed for a joint three-year term.

PGE Polska Grupa Energetyczna S.A. is the dominant entity in the PGE Capital Group. Furthermore, it acts as the Corporate Centre that manages the Group. The Corporate Centre makes important decisions concerning the activity of particular business lines and the strategic directions of their development.

As part of these tasks, the Corporate Centre is responsible, among others, for:

  • shaping PGE CG’s Strategy;
  • margin I management and planning of the optimal utilisation of production units;
  • supervising and optimising PGE Group’s operating and investing activities;
  • regulatory management,
  • risk management;
  • direct ownership supervision over the Group’s companies;
  • building innovation strategies and supervising their implementation;
  • building PGE’s image and brand;
  • developing the Group’s human resources management strategy;
  • finance and insurance management.

Companies managing business lines are responsible for:

  • introduction of segment strategies compliant with the PGE Group’s strategy;
  • focusing on carrying out operating and investing activities;
  • striving to improve the efficiency of operational processes;
  • supporting decision-making processes at the Corporate Centre.

General Meeting

  • review and approval of the report of the Management Board on the activities of the Company, financial statements and the consolidated financial statements for the past financial year;
  • granting votes of approval to Members of the Supervisory Board and Members of the Management Board;
  • decision on the allocation of profit or coverage of loss;
  • appointment and recalls Members of the Supervisory Board and determines rules of remuneration for Members of the Supervisory Board;
  • approval of the acquisition and lease of an undertaking or its organised part and placing a limited material right thereon;
  • entering into credit, loan, surety or similar agreements with a member of the Management Board, Supervisory Board, proxy, liquidator or in the name of any such persons;
  • increasing and reducing the share capital of the Company;
  • mergers, transformations and de-mergers;
  • share cancellations;
  • amendments of the statutes and changes in economic activities;
  • dissolution and liquidation of the Company.

Resolutions of the General Meeting are passed with an absolute majority of votes, subject to other provisions of the Code of Commercial Companies and the Company’s statutes. One share entitles to one vote at the General Meeting.

Detailed rules for the General Meeting are specified in the Polish Commercial Companies Code and the Company’s statutes. Additional issues related to General Meetings are regulated by the General Meeting Rules.

The Company’s statutes and the General Meeting Rules are available at PGE’s website.

Supervisory Board

The supervisory board of a public limited company is a control body in relation to the company’s management board and exercises continuous supervision over the company’s activities in all of its operating areas.

According to the statutes, PGE’s Supervisory Board includes from five to nine members, who are selected by shareholders during a general meeting. In the case of PGE, the largest shareholder – State Treasury – holds additional authorisation to appoint one supervisory board member through a decision delivered to the Management Board.

  • appointing and dismissing Management Board members
  • evaluating the Management Board report on the Company’s activities and the Company’s separate financial statements for the preceding financial year as regards their compliance with accounts, documents and actual state; this also pertains to the Management Board report on the Group’s activities and the Group’s consolidated financial statements, if applicable,
  • evaluating Management Board motions on profit allocation or loss coverage,
  • selecting a statutory audit firm to audit or review separate financial statements and consolidated financial statements,
  • approving the Company’s annual and multi-year financial plans, including investment, marketing and sponsoring plans, as well as specifies their scope and deadlines for presenting them by the Management Board,
  • approving the Company’s growth strategy,
  • establishing a consolidated text of the Company’s statutes,
  • setting remuneration and other terms of agreements and concludes agreements with the members of the Management Board (including the President of the Management Board), subject to competencies of the General Meeting resulting from the binding laws,
  • providing opinions on all the motions for resolutions submitted by the Management Board to the General Meeting,
  • purchase or disposal by the Company of selected asset items valued at PLN 20 000 000 or more,
  • subscription or acquisition/disposal of stock or shares of another company, with the value exceeding PLN 20 000 000,
  • granting sureties and guarantees by the Company on behalf of entities other than direct and indirect subsidiaries (in the meaning of the Commercial Companies Code),
  • incurring other liabilities by the Company worth PLN 400 000 000 or more, excluding agreements or liabilities related to transactions involving trade in electricity and gas, related products and rights as well as the purchase and sale of fuels and production commodities,
  • investment undertakings related or connected to a production unit or cogeneration unit worth in excess of PLN 200 000 000 or a distribution grid worth in excess of PLN 20 000 000 in the meaning of the Energy Law, carried out or co-financed or secured by the Company or on the Company’s assets,
  • projects related or connected to prospecting and exploring mineral deposits or extraction of deposits worth in excess of PLN 200 000 000 in the meaning of the Geological and Mining Law, carried out or co-financed or secured by the Company or on the Company’s assets.

In 2020, PGE’s Supervisory Board held 19 meetings and adopted 145 resolutions.

Composition of PGE's Supervisory Board in 2020

In 2020 the Supervisory Board works in following composition:

Name and surname Position
Anna Kowalik Chairman of the Supervisory Board
Artur Składanek Vice-Chairman of the Supervisory Board – independent
Grzegorz Kuczyński Secretary of the Supervisory Board – independent
Janina Goss Supervisory Board Member – independent
Tomasz Hapunowicz Supervisory Board Member – independent
Mieczysław Sawaryn Supervisory Board Member – independent
Jerzy Sawicki Supervisory Board Member – independent
Radosław Winiarski Supervisory Board Member

On January 14, 2021 the Minister of State Assets by way of a declaration appointed Mr Marcin Kowalczyk to the Supervisory Board.

As at the publication date of this report, the Supervisory Board works in following composition:

Name and surname Position
Anna Kowalik Chairman of the Supervisory Board
Artur Składanek Vice-Chairman of the Supervisory Board – independent
Grzegorz Kuczyński Secretary of the Supervisory Board – independent
Janina Goss Supervisory Board Member – independent
Tomasz Hapunowicz Supervisory Board Member – independent
Marcin Kowalczyk Supervisory Board Member
Mieczysław Sawaryn Supervisory Board Member – independent
Jerzy Sawicki Supervisory Board Member – independent
Radosław Winiarski Supervisory Board Member

First and last name Function Bio
Anna Kowalik Chairperson of the Supervisory Board Audit Committee, Nomination and Remuneration Committee, Strategy and Development Committee. Legal counsel. Currently employed at the Ministry of State Assets, previously had been with the State Treasury and Ministry of Energy for many years. Extensive experience in supervising the operations of companies with State Treasury shareholdings.  Lecturer in the field of commercial and civil law.
Grzegorz Kuczyński Secretary  of the Supervisory Board, Audit Committee, Corporate Governance Committee, Strategy and Development Committee. PhD in civil law. Before training as a lawyer he trained as a judge. Since 2007 a partner of the law firm Gotkowicz, Kosmus, Kuczyński & Partners.  Adjunct at the Department of Law and Administration of the University of Gdańsk.
Janina Goss Member of the Supervisory Board, Audit Committee, Nomination and Remuneration Committee. Legal counsel. From 2012, member of the management board of Srebrna Sp. z o.o.

In 2009-2010 she was a member of Polskie Radio S.A.’s supervisory board, including for two years as chairperson.
Mieczysław Sawaryn Member of the Supervisory Board, Strategy and Development Committee, Nomination and Remuneration Committee. Since 2014, mayor of the town and municipality of Gryfino. In years 2011-2014 and 1999-2007 he ran his own law firm. In 2006-2011 Mr. Mieczysław Sawaryn  was employed at ZEDO S.A., at first as CEO and then as Director of Human Resources and Law, being responsible for consolidation of ZEDO S.A. within PGE Group.
Tomasz Hapunowicz Member of the Supervisory Board, Strategy and Development Committee, Corporate Governance Committee. Mayor of Zbuczyn municipality since 2010. From November 2016, member of Torpol S.A.’s supervisory board. Prior to that, he managed a culture institution and worked as expert on funds. He has experience in implementing investments co-funded by the EU. Author and coordinator of tens of projects co-funded by the EU.
Jerzy Sawicki Member of the Supervisory Board, Nomination and Remuneration Committee, Corporate Governance Committee, Strategy and Development Committee. A legal counsel. For years have worked for law firms in Poland and earlier in Germany, being responsible for business advisory in matters of economic, civil and administrative law.
Artur Składanek Deputy Chairperson of the Supervisory Board, Strategy and Development Committee, Audit Committee. Engineer. Director for Production at Finpol Rohr sp. z o.o. since January 2008 (with the company since June 2007, initially as production specialist). Ran his own business (AWI – Przedsiębiorstwo Wielobranżowe) between 1994 and 2007.
Radosław Winiarski Member of the Supervisory Board, Strategy and Development Committee, Audit Committee. PhD in Economics. Employee of the Ministry of State Assets, previously he had worked at the Ministry of Energy as a Head of the Section within the Department of Supervision and Ownership Policy. In years 2007-2016 he was employed in the Ministry of State Treasury. Since 2001 he has been working as a researcher at the Faculty of Management at the University of Warsaw.
Marcin Kowalczyk Strategy and Development Committee. Graduate of the Faculty of Law and Administration at the University of Warmia and Mazury in Olsztyn. He completed post-graduate studies at the National Defense University in Warsaw. He holds an MBA from the Warsaw Management University. He was the deputy president of the Military Property Agency and sat on the Supervisory Board of the Military Property Agency. He worked in a managerial position at PGE Energia Odnawialna S.A. In 2018-2020 he was the vice-president of Wojskowe Przedsiębiorstwo Handlowe Sp. z o.o. From May 2020, he had been associated with PGE Dystrybucja S.A., first as the Vice-President of the Management Board, and from September 2020 as the President of the Management Board. Currently, he is the Head of the Political Cabinet of the Minister of State Assets.

Supervisory Board diversity

The following charts depict the diversity of PGE’s Supervisory Board.

Independence criteria

PGE fulfiled the rule of Best Practices for WSE-Listed Companies, pursuant to which at least two Supervisory Board members should meet the independence criteria – in our case, the number of members who have declared compliance with independence criteria is six.

DPSN

According to Best Practices for WSE-Listed Companies (DPSN), a person who is an employee of a company, subsidiary or affiliate, as well as a person associated with such entities with a similar agreement, cannot be deemed as meeting the criteria of independence. Association with a shareholder excluding the attribute of independence of a supervisory board’s member within the meaning of the DPSN rule is also understood as actual and essential relations with a shareholder with at least 5% of the total number of votes in the company

The full criteria of independence of supervisory council members are specified in the Appendix II to the European Committee’s Recommendation no. 2005/162/EC of 15 February 2005 concerning the role of non-executive directors or directors who are members of supervisory councils in stock-listed companies and (supervisory) council committees.

Act of May 11, 2017 on statutory auditors, auditing companies and public supervision (Polish Journal of Laws; Dz. U. of 2017, item 1089), (“Statutory Auditors Act”)

In terms of the criteria of independence of the supervisory board’s audit committee members, Article 129 paragraph 3 of the Statutory Auditors Act applies, stating that most audit committee members, including the chairman, is independent of the given public interest entity (in this case, the issuer of securities).

Supervisory Board committees

PGE’s Supervisory Board has the following permanent committees: Audit Committee, Strategy and Development Committee, Nomination and Remuneration Committee, Corporate Governance Committee.

A detailed scope of competences for each of the Supervisory Board’s permanent committees is presented in the Supervisory Board Regulations, available at PGE S.A.’s website.

The task of the Audit Committee is assessment of the correctness and effectiveness of internal control at PGE S.A. and PGE Group and cooperation with the statutory auditors of the Company. The Audit Committee’s tasks include in particular defining the rules for selecting an audit firm to audit the Company’s financial statements and monitoring the Company’s financial reporting.

The Committee held 10 meetings in 2020.

3 members of the Audit Committee (Janina Goss, Grzegorz Kuczyński, Artur Składanek) met the criterion of independence according to the requirement resulting from the Act on statutory auditors, auditing companies and public supervision (Polish Journal of Laws; Dz. U. of 2017, item 1089).

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The Corporate Governance Committee evaluates implementation of corporate governance principles at the Company and presents the Supervisory Board with initiatives in this area, provides opinions on normative acts and other documents of the Company presented to the Supervisory Board, which considerably affect the corporate governance, initiates and prepares proposals of changes in normative acts of the Supervisory Board.

The Committee did not hold meetings in 2020.

The Strategy and Development Committee provides opinions and recommendations to the Supervisory Board regarding planned investments that considerably affect the Company’s assets. In particular, the tasks of the committee include providing opinions on strategy and strategic plans submitted to the Supervisory Board by the Management Board.

The Committee held 2 meetings in 2020.

The Nomination and Remuneration Committee is responsible for facilitating achievement of strategic goals of the Company by presenting the Supervisory Board with opinions and motions on the development of the management structure, including remuneration system and selection of properly qualified personnel.

The Committee held 3 meetings in 2020.

In 2020 the committees worked in following compositions:

Name and surname of the member of the Supervisory Board Audit Committee Corporate Governance Committee Strategy and Development Committee Appointment and Remuneration Committee
Janina Goss Member Member
Tomasz Hapunowicz Chairman Member
Anna Kowalik Member Member Member
Grzegorz Kuczyński Chairman Member Member
Mieczysław Sawaryn Member Chairman
Jerzy Sawicki Member Member Member
Artur Składanek Member Chairman
Radosław Winiarski Member Member

As at the publication date of this report, the committees work in following compositions:

Name and surname of the member of the Supervisory Board Audit Committee Corporate Governance Committee Strategy and Development Committee Appointment and Remuneration Committee
Janina Goss Member Member
Tomasz Hapunowicz Chairman Member
Anna Kowalik Member Member Member
Grzegorz Kuczyński Chairman Member Member
Mieczysław Sawaryn Member Chairman
Jerzy Sawicki Member Member Member
Artur Składanek Member Chairman
Radosław Winiarski Member Member
Marcin Kowalczyk Member

 

Management Board

Currently, at the date on which this report is published (August 2021), the Management Board of PGE Polska Grupa Energetyczna S.A. consists of 6 members.

Mr. Wojciech Dąbrowski has been working as a manager in the energy sector for ten years. From November 2017 to February 2020, he was the President of the Management Board of the PGE Energia Ciepła S.A., where he completed the process of Polish heat industry asset integration, acquired by PGE Polska Grupa Energetyczna S.A. from the French company EDF. He created a strong business line within the PGE S.A. Capital Group. In 2019, he completed the process of heat assets integration, which was a part of a broader business initiative by the PGE Capital Group. From January 2016 to November 2017, he was President of the Management Board of the PGNiG Termika S.A., where he completed the process of acquisition in PEC Jastrzębie and SEJ Jastrzębie, strengthening the market position of PGNiG Termika. Between 2011 and 2016, he was Vice-President of the Municipal Heat Energy Company in Wołomin Ltd.

He graduated from the Faculty of Law and Administration at the University of Warsaw, where he was awarded a Master of Law degree. He later completed postgraduate studies at the Warsaw University of Technology, in the Faculty of Power and Aeronautical Engineering, in the area of steam exploitation, gas and steam-gas power plants, combined heat and power plants. Moreover, he is a graduate of the Leon Kozminski Academy of Entrepreneurship and Management, and he can boast a further degree from the University of Warsaw, in Management in Public Administration.

Mr. Wojciech Dąbrowski has many years of experience in management, both in central and local governments. His main area of focus was investment and legal consultation in the area of obtaining funds from the EU. He also led expert teams in the realization of investments. He supervised modernization and investment projects in the M&A area, as well as restructuring and development schemes in companies striving to improve their operations and profitability.

In 2019, he was appointed President of the PTEZ (Polish Association of Professional Heat and Power Plants) by the National Assembly of PTEZ Members. He is a member of the Management Board of the Polish Electricity Association (PKEE) and Regulating Committee (Komitet Sterujący) for scientific research and development in the sphere of security and national defense at the National Center for Research and Development.

He participates in public debates which are chiefly concerned with development within the energy sector, environment protection, waste management and energy security. He has advocated active cooperation with local governments and local heating distributors, which has contributed to the development of the local heat markets and consequently improved the cleanliness of the natural environment and quality of life in local communities. He has supported and promoted cogeneration technology as the most effective and environmentally-friendly means of producing electricity and heat. He has also taken part in a program for the development of support scheme for cogeneration.

Doctor of Law, specializes in providing legal services to commercial law companies and public finance sector entities. For many years, he provided legal services to capital companies in the manufacturing, transport and construction industries, as well as local government units and organizational units of the State Treasury. Mr Cioch has experience in the implementation of corporate governance in capital companies. Since 2007, the owner of the Law Firm of Attorney-at-Law – dr Paweł Cioch, and since 2016 the Managing Partner of the law firm Cioch & Partnerzy. At the same time, since 2018 he has been the Legal Advisor of the Marshal of the Lublin Province. In addition, he is the Chairman of the Regional Development Council.

In 2007-2015, assistant professor at the Department of Civil Procedure at the John Paul II Catholic University of Lublin (KUL). He was also a lecturer at the College of Finance and Banking in Radom and the College of Entrepreneurship and Administration in Lublin in the field of securities law. From 2013, lecturer at the Bar Association of Attorneys-at-Law in Lublin in the field of civil proceedings.

A graduate of the Faculty of Law, Canon Law and Administration of the Catholic University of Lublin in 2003. In 2006 he completed a judicial apprenticeship completed with a judicial exam at the Court of Appeal in Rzeszów, as well as obtained a PhD in legal sciences at KUL and was registered on the roll of attorneys-at-law.

He is the author of several dozen scientific publications in the field of civil procedure law and commercial law, including monographs, articles, some comments to the Code of Civil Procedure and encyclopedic entries.

Mr. Lechosław Rojewski is a graduate of Gdynia Maritime University, AGH University of Science and Technology in Kraków and doctoral studies at the Institute of Economics at the Polish Academy of Sciences in Warsaw.He completed numerous training and courses in accounting, taxes, controlling, IAS, IFRS and finances. Entitled to provide services consisting in maintenance of accounting ledgers. Was a member of Controlling and Management Accounting Academy. Certified European Fund advisor. Worked as an assistant professor in Kotarbiński University of Information Technology and Management in Olsztyn. He collaborated with WSB University (Wyższa Szkoła Bankowa) in Gdańsk and Gdynia as well as with the University of Business and Administration in Gdynia.

In the years 2019-2021 he was the Vice-President of the Management Board for finance at Węglokoks S.A. From 2016 to 2019, he was associated with Port Gdański Eksploatacja S.A., where he first served as the Vice-President of the Management Board for finance, and then the President of the Management Board. Moreover, he gained experience while working in production, service and commercial companies and on the positions of an expert, coordinator and moderator of EU projects concerning the implementation of strategic planning in a company and the introduction of innovative technical and organisational solutions ensuring effective competitiveness in the national and foreign markets. He has broad experience in restructuring of companies, optimisation of financial and accounting processes, planning and budgeting, management of financial flows and mitigation of foreign exchange risk. He also implemented integrated IT systems (ERPs).

Mr. Paweł Śliwa graduated from Law and Administration Faculty at the Maria Curie-Skłodowska University in Lublin, branch in Rzeszów. He completed PhD studies on the Cardinal Stefan Wyszyński University in Warsaw. Completed attorney apprenticeship in Regional Bar Council in Rzeszów.

Mr. Paweł Śliwa has held the position of the Vice-President of the Management Board of PGE since March 2016. From March 1, 2016 till March 22, 2016 he held a position of the Supervisory Board member of PGE. From 2002 till March 2016 Mr. Paweł Śliwa ran a Law Firm in Gorlice. Since October 2010 a councilor in the legislative assembly of Małopolskie voivodship. In years 2005-2012 ran a Solicitor’s Partnership in Gorlice. In years 2006-2007 he held the position of the Vice-Chairman of the Supervisory Board of Ruch S.A.

Mr. Ryszard Wasiłek graduated from the Faculty of Mechanical Engineering at the Szczecin University of Technology, and completed postgraduate studies District Heating and Heating of the Warsaw University of Technology, Faculty of Environmental Engineering.

Mr. Ryszard Wasiłek has held the position in the Management Board of PGE since March 2016 – first as the Vice-President fo Development, and since February 2017 as Vice-President for Operations. Earlier, he had been the President of the Management Board of a district heating company Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. in Stargard (2003-2016). In years 1994-2003 worked at KielArt Sp. z o.o. in Szczecin as CEO – Chairman and in years 1990-1994 Mr. Ryszard Wasiłek served as the Deputy President of Stargard, responsible for economic policy.

Since 2016 Mr. Ryszard Wasiłek has been sitting on the Board of Chamber of Commerce of Energy and Environmental Protection. Earlier he used to be a Member of the Council of the Stargard Chamber of Commerce (2004-2016), a Member of the Regional Council of the Polish Chamber of District Heating – North-Western Region (2010-2016), a Member of the National Council of the Polish Chamber of District Heating (2014-2016). In years 1993-1994 Ryszard Wasiłek was also the President of the Western Pomerania Municipal Community “Euroregion Pomerania”.

Ms. Wanda Buk holds the title of attorney, she graduated from the Faculty of Law and Administration at the University of Łódź, as well as the Faculty of French Business Law at the Université de Poitiers in France. She also graduated International Military Relations at the War Studies Academy, European Academy of Diplomacy, postgraduate studies at the Warsaw School of Economics and the prestigious Leadership Academy for Poland programme organised by the Center for Leadership in cooperation with Harvard University. She started doctoral studies at the War Studies Academy.

Ms. Wanda Buk has held position of the Undersecretary of State at the Ministry of Digital Affairs since July 2018. She has been managing Telecommunications Department, Legal Department, International Policy Department and Office of the Minister (in the scope of matters resulting from the reporting relationship of the Digital Poland Projects Centre with the Minister). At the same time she has been a member of the Committee for European Union, the Standing Committee of the Council of Ministers and the Joint Central Government and Local Government Committee.

From January 2016, Wanda Buk was the director of the Digital Poland Project Centre. She managed the institution responsible for implementation of European funds earmarked for the digitisation of the country. She was responsible for the implementation of EU-funded projects with a total value of PLN 10 billion, including: building IT and telecommunications infrastructure providing access to fast broadband, development of high availability and quality electronic services, digitisation in public administration and culture, building digital skills on a national scale with particular emphasis on coding, as well as promoting basic computer science knowledge in various social groups.

Management Board experience

The following diagram shows the experience of members of PGE’s Management Board.

The management board of a public limited company conducts the company’s affairs and represents it in all activities in and out of court. The management board is responsible for managing the company’s on-going business, e.g. making economic decisions, representing the company before administrative or government authorities and signing agreements with other entities. The activities of the management board and the achievement of objectives are monitored by the supervisory board, and the company’s annual ordinary general meeting adopts resolutions on votes of approval – an evaluation of the work performed by management board members in the most recent financial year.

At PGE Polska Grupa Energetyczna S.A., the Management Board’s competences include all matters related to conducting the Company’s affairs such as are not reserved by law or the statutes for the General Meeting or the Supervisory Board.

The modus operandi of the Management Board and internal division of competence among Management Board members as regards managing the Company’s affairs are specified in regulations of the Management Board (available at the Company’s website).

  • the Company’s acquisition or disposal of the following components of assets: real property, perpetual usufruct, interest in real property or perpetual usufruct, shares, interests or other participation rights,
  • incurring credits and loans,
  • granting sureties and guarantees by the Company and issuance of promissory notes,
  • making donations and releasing from debts,
  • concluding agreements not related to the Company’s business activities specified in § 3 sec. 1 of the articles of association,
  • appointing commercial proxies,
  • appointing Company proxies authorised to incur liabilities with a value exceeding PLN 400 000, excluding:
    • the powers of attorney to conclude agreements or incur liabilities related to trade in electricity and gas, related products and rights related thereto, and related to the purchase and sale of fuels and raw materials,
    • powers of attorney ad litem,
  • adopting the Regulations of the Management Board,
  • approving the Company’s Organisational Regulations,
  • forming other companies,
  • adopting the Company’s annual and multi-year financial plans, including investment, marketing and sponsoring plans,
  • approving rules for conducting sponsorship activity,
  • adopting the Company’s growth strategy,
  • determining the method of exercising the voting right at general meetings or general meetings of the companies in which the Company holds shares or interests,
  • approving the materials submitted by the Management Board to the Supervisory Board.

Irrespective of the above-mentioned matters, resolutions of the Management Board are required for any matter referred by the Management Board to the Supervisory Board or the General Meeting.

Management Board composition in 2020 and 2021

From January 1, 2020 till February 19, 2020 the Management Board had worked in following composition:

 

Name and surname of the Management Board Position
Henryk Baranowski President of the Management Board
Wojciech Kowalczyk Vice-President for Capital Investments
Marek Pastuszko Vice-President for Corporate Affairs
Paweł Śliwa Vice-President for Innovations
Ryszard Wasiłek Vice-President for Operations
Emil Wojtowicz Vice-President for Finance

On February 19, 2020, in connection with the end of the 10th term of office, the Supervisory Board dismissed all members of the Management Board.

After a competitive procedure, on February 19, 2020 the Supervisory Board of PGE Polska Grupa Energetyczna S.A. appointed the following members of the Company’s Management Board for the eleventh term of office:

Name and surname of the Management Board Position Term of office
Wojciech Dąbrowski President of the Management Board from February 20, 2020
Paweł Cioch Vice-President for Corporate Affairs from February 24, 2020
Paweł Strączyński Vice-President for Finance from February 24, 2020
Paweł Śliwa Vice-President for Innovations from February 20, 2020
Ryszard Wasiłek Vice-President for Operations from February 20, 2020

On August 18, 2020, as a result of another competitive procedure, the Supervisory Board appointed Mrs. Wanda Buk as the Vice-President of the Management Board for Regulatory Affairs from September 1, 2020.

On March 31, 2021 Mr. Paweł Strączyński resigned from his position.

On June 8, 2021 the Supervisory Board appointed Mr. Lechosław Rojewski as the Vice-President of the Management Board for Finance from June 9, 2021.

As at the date of issue of this report the composition of the Management Board is as follows:

Name and surname of the Management Board Position Term of office
Wojciech Dąbrowski President of the Management Board from February 20, 2020
Wanda Buk Vice-President for Regulatory Affairs from September 1, 2020
Paweł Cioch Vice-President for Corporate Affairs from February 24, 2020
Lechosław Rojewski Vice-President for Finance from June 9, 2021
Paweł Śliwa Vice-President for Innovations from February 20, 2020
Ryszard Wasiłek Vice-President for Operations from February 20, 2020

The following diagram presents the organisational structure and responsibility of each member of the Management Board as at the date on which this report was published.

Name and surname  Position Responsibility
Wojciech Dąbrowski President of the Board
  • Security
  • Mergers & acquisitions
  • Compliance
  • Corporate Communication & Marketing
  • Internal supervision
  • Legal & Corporate Governance
  • Company bodies support
  • Audit
Paweł Cioch VP – corporate affairs
  • Human Resources
  • Administration
  • Procurement
  • Health & Safety
Ryszard Wasiłek VP – COO
  • Operational Management & Investments
  • Trading
  • Raw Materials Supply
  • Social Dialogue
Lechosław Rojewski VP – CFO
  • Controlling
  • Reporting
    and Tax
  • Risk & Insurance
  • Treasury
  • IT Strategy
Paweł Śliwa VP – Innovations
  • Development and Innovation
  • Integration
    & Internal advisory
  • Offshore energy
  • Circular Economy
Wanda Buk VP – Regulations
  • Regulations
  • International cooperation
  • Market analyses
  • Support schemes

Investment Committee

The PGE Group operates in the energy industry, where long-term planning is extremely important, especially in terms of investments in generation sources, the construction of which may take several years, and the lifetime of such assets is counted in dozens of years. Therefore, an Investment Committee operates at PGE – an opinion-giving body that acts as a decision-making support for the Management Board of PGE S.A. and management boards of PGE Group companies. The main task of the Committee is to provide opinions on investments, assuming that the investment eligibility criteria for consideration are met.

The Investment Committee consists of more than ten people. These are members of the Management Board, directors of divisions, directors of organizational units of PGE S.A., as well as members of the management board from subsidiaries directly responsible for individual investments. The work of the Committee is managed by the Vice President of the Management Board of PGE responsible for the investment area.

As part of its work, the Committee:

  • as a result of the analyzes, gives opinions on the economic and technical advisability of the investment and recommends it to the Management Board of PGE S.A. and management boards of PGE Group companies – investments with the highest efficiency ratios, with particular emphasis on the compliance of the planned investment with the PGE Group’s Strategy, the current possibilities of financing the investment by the PGE Group and the degree of economic efficiency of the investment,
  • issues recommendations on the transition of investments to the next phases of the investment life cycle,
  • gives opinions on the consolidated investment plan,
  • monitors the so-called mega-investments, i.e. strategic investments with the value of investment outlays exceeding PLN 1 billion or other investment tasks of particular importance for the PGE Group.

Best Practices

As a company listed on the Warsaw Stock Exchange, we apply the corporate governance rules specified in Best Practices for WSE-Listed Companies.

More on corporate governance rules and best practices on the website.

In 2021 Best Practices 2021 were introduced – the next version of the set of corporate governance rules that have been in force for companies from July 1, 2021.  The new Best Practices reflect current trends and follow European regulations in the area of corporate governance. The changes made take into account the current legal status and the latest trends in the area of corporate governance, as well as respond to the demands of market participants interested in better corporate governance in listed companies.

In line with market expectations, new good practices include ESG issues, including climate protection, sustainable development, diversity in the composition of company bodies and equal remuneration. The updated rules also cover such topics as: the expected profit distribution, issue of shares with the exclusion of pre-emptive rights or buy-back. Also new are more precise rules for submitting draft resolutions for the general meeting and proposing candidates for the supervisory board.

As a result of the work consisting in identifying the current status of the application of Best Practices 2021, at the end of July 2021, a report on the application of the best practice principles by PGE was prepared and published. The report is available at the website.

Aside from the rules specified in Best Practices, PGE tries to maintain the best possible communications with capital market participants by publishing materials that respond to investor needs, such as:

The Company also publishes estimated financial and operating data for each reporting period in the form of current reports.

We also publish other materials in the analytics’ zone – in response to the increasing interest in the solution of the capacity market, we published 4 presentations concerning the main capacity market auctions for 2021, 2022, 2013 and 2024. Following the announcement of the offshore programme execution, we published a presentation concerning the Offshore Wind Farm Construction Programme in the Baltic Sea.

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WIG-ESG Index

As a responsible business, we continually strive to optimally manage the Group and to apply corporate governance rules and the highest standards of conduct. We also responsibly manage ecological, social and ethical factors.

On September 3, 2019, the Warsaw Stock Exchange began publishing the WIG-ESG index. The index is published on the basis of the value of the portfolio of shares of companies considered socially responsible, i.e. those that comply with the principles of socially responsible business, in particular with regard to environmental, social, economic and corporate governance issues. The shares of companies in the WIG-ESG index are determined on the basis of the number of free-float shares, taking into account the ESG Ranking (ESG ratio) and the assessment of the application of the principles of the Code of Best Practice (KDP ratio). PGE shares are included in the WIG-ESG index and their share in the portfolio is approx. 1.8%.

The ESG ranking of companies, which is one of the criteria for determining the weights in the index, is based on Sustainalytics reports. Sustainalytics, an international company specializing in the provision of ESG services, determines company scoring based on publicly available information published by companies. The following data are analyzed: annual reports of companies, reports on non-financial data, information provided on websites. The Sustainalytics methodology assesses ESG risk, i.e. measures the industry’s exposure to specific risks related to ESG criteria and assesses how the company manages these risks.

The shares of companies in the index will also depend on the level of compliance with the corporate governance rules contained in the „Best Practices of WSE Listed Companies”.

Based on the published statements of the companies in this regard, the Warsaw Stock Exchange assigns weightings to companies depending on the number of applied rules and the quality of the published statements.

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