• logo: PGNIG

  • integrated report 2019

ASSUMPTIONS OF CORPORATE GOVERNANCE

GRI 102-22, 103-2
 

General Meeting
Key powers
Structure
  • The General Meeting is the Company’s constitutive body. In addition to any matters related to the Company’s operations and matters specified in applicable laws, the General Meeting resolves i.a. on amendments to the Company’s Articles of Association and changes in its business profile, distribution of profit or coverage of loss, review and approval of the financial, approval of performance of duties by members of the Company’s governing bodies and defines  the rules and amounts of remuneration of Supervisory Board members and the rules of remuneration of Management Board members.
  • The General Meeting operates in accordance with the provisions of the Commercial Companies Code, the Articles of Association and the Rules of Procedure for the General Meeting.
  • Each shareholder of the Company has the right to participate in General Meetings
  • One share confers the right to one vote at the General Meeting.
  • The Management Board, the Supervisory Board, shareholders representing at least 50% of the share capital or at least 50% of the total voting power and in accordance with the Articles of Association, the State Treasury, regardless of the share in the share capital and the total number of votes have the right to convene the General Meeting.
  • Under PGNiG’s Articles of Association, the voting rights of the Company’s shareholders have been restricted so that no shareholder (except for the State Treasury) can exercise at a General Meeting more than 10% of the total voting rights existing as at the date of the General Meeting.
Supervisory Board
Key powers
Structure
Term of office
  • The Supervisory Board exercises ongoing supervision of the Company’s activities in all areas of its operations, and presents its opinions on all matters submitted by the Management Board for consideration to the General Meeting.
  • The Supervisory Board may appoint standing or ad hoc committees (established as needed), to act as the Supervisory Board’s collective advisory and opinion-forming bodies. In 2019, one committee operated at the Supervisory Board - the Audit Committee.
  • The Supervisory Board operates in accordance with the provisions of the Commercial Companies Code, the Articles of Association and the Rules of Procedure for the Supervisory Board.
  • The Company’s Supervisory Board consists of five to nine members appointed by the General Meeting.
  • One Supervisory Board member should meet the independence criteria specified in the Articles of Association. In 2019, the Supervisory Board of the Company consisted of 3 independent members who were also members of the Audit Committee of the Supervisory Board.
  • The State Treasury, represented by the minister competent for matters pertaining to energy, has the right to appoint and remove one member of the Supervisory Board.
  • If the Supervisory Board consists of up to six members, two members are appointed from among persons elected by the Company’s employees and employees of all of its subsidiaries; if the Supervisory Board consists of seven to nine members, three members are appointed from among candidates elected by the employees.
  • Supervisory Board members are appointed for a joint term of office lasting three years. 
Management Board
Key powers
Structure
Term of office
  • The Management Board manages the Company’s affairs and represents the Company in and out of court. The powers and responsibilities of the Management Board involve management of all of the Company’s affairs, other than those which the law or the Company’s Articles of Association reserve for the General Meeting or the Supervisory Board. In particular, the Management Board is responsible for preparing business plans, including investment plans, the strategy for the Company and the PGNiG Group, as well as long-term strategic plans, and submitting them to the Supervisory Board for approval.
  • The Management Board operates in accordance with the provisions of the Commercial Companies Code, the Articles of Association and the Rules of Procedure for the Management Board.
  • Individual members of the Management Board or the entire Management Board are appointed and removed by the Supervisory Board.
  • As long as the State Treasury holds Company shares and the Company’s annual average headcount exceeds 500, the Supervisory Board appoints to the Management Board one person elected by the employees, to serve for the Management Board’s term of office.
  • Management Board members are appointed for a joint term of three years.

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Introduction
Application of corporate governance in 2019