MANAGEMENT BOARD

GRI 102-18, 102-22
 

Jerzy Kwieciński – President of the PGNiG Management Board

Jerzy Kwieciński graduated from the Faculty of Materials Engineering of the Warsaw University of Technology and holds a doctoral degree in Technical Science. He also completed a postgraduate course for managers at the Warsaw School of Economics and an international Master of Business Administration programme at the University of Antwerp, the University of Staffordshire, the Free University of Brussels and the University of Warsaw. Jerzy Kwieciński has experience in academic work and research and development activities, gained at the Warsaw University of Technology and as a visiting professor at Brunel University of West London.
Mr Kwieciński has more than 30 years of international experience in strategic planning, management of large organisations, programmes and projects in the public, private, non-governmental and scientific research sectors, including the energy industry.
In 1993–2004, he was employed with the European Commission Representation Office in Poland, where he managed programmes and projects financed by the European Union and participated in the preparation of Poland for EU membership. In 2004–2005, he was President of Europejskie Centrum Przedsiębiorczości Sp. z o.o., and in 2008–2015 served as Vice President of its Management Board. In 2005, Mr Kwieciński became Undersecretary of State at the Ministry of Regional Development headed by Minister Grażyna Gęsicka, where he coordinated the national development policy and cohesion policy, as well as the work on the National Development Strategy for 2007–2015 and the National Cohesion Strategy for 2007–2013. In 2008–2015, he served as President of the Management Board of JP Capital Group Sp. z o.o., which specialises in the preparation and implementation of projects and innovations, including formation and operation of start-ups. At that time, he also ran the European Entrepreneurship Centre Foundation. In 2015, Mr Kwieciński was appointed Secretary of State at the Ministry of Development.
Since 2015, he has been a member of the National Development Council established by President Andrzej Duda. In November 2015, he was appointed First Deputy of Deputy Prime Minister Mateusz Morawiecki at the Ministry of Development in the government led by Prime Minister Beata Szydło. From January 2018, he was Minister of Investments and Development in the government of Prime Minister Mateusz Morawiecki, and from September 2019 he also served as Minister of Finance; he held the two posts until November 15th 2019. He was involved in the preparation and implementation of the Sustainable Development Strategy adopted by the Polish government and implementation of the cohesion policy.

President of the Management Board:

  • manages the work of the Management Board and coordinates the work of Management Board members in all areas of the PGNiG Group’s activity,
  • supervises and coordinates the Company’s operations, including with respect to:
    • internal control and audit functions,
    • development and oversight of implementation of the PGNiG Group’s Strategy,
    • HR strategies, pay schemes and working time, employment and payroll policies,
    • corporate governance within the PGNiG Group and optimisartion of the PGNiG Group’s structure,
    • security of the facilities, protection of classified information and personal data,
    • acquisition of foreign upstream assets,
    • taking part in the development of the regulatory policy in cooperation with public administration authorities, EU authorities and industry organisations,
    • the Company’s information policy and corporate communication,
    • planning and implementation of the Company’s trade policy, particularly in the areas of natural gas and electricity sales, execution and settlement of contracts for the sale of natural gas and electricity, and natural gas imports policy, including with respect to the diversification of supply sources.
Robert Perkowski – Vice President, Operations

Robert Perkowski is an economist (PhD in Economics) and member of the local government. He completed a post-graduate course in Management Analytics at Instytut Organizacji i Zarządzania w Przemyśle ORGMASZ (ORGMASZ Institute of Industry Organisation and Management), where he also completed International Doctoral Studies. His PhD programme was opened and conducted at the Institute of Economics of the Polish Academy of Sciences. He also completed a full-time MA programme at Independent University of Business and Public Administration in Warsaw, majoring in Marketing and Management, and in Finance and Banking. He has written more than a dozen research articles.
Mr Perkowski started his professional career in 2001 as an intern at the financial department of Dacon Corp. LTD at Queen’s University in Canada. In 2002, he started working at the Ministry of Justice, where he was responsible for preparing draft financial plans for the Prison Service’ salaries and wages. In 2006–2018, he was Mayor of the town of Ząbki. He also served as President of the Polish Local Governments Association (Związek Samorządów Polskich), in which he provided training services, and was a member of municipality and county councils.
On March 14th 2019, the Supervisory Board resolved to appoint Robert Perkowski as Vice President of the PGNiG Management Board for Operations.

Vice President for Operations supervises and coordinates the Company’s functioning, including with respect to:

  • corporate social responsibility (CSR),
  • the Company’s and the PGNiG Group’s procurement strategy,
  • management of the Company’s assets other than network assets, extraction assets and underground gas storage facilities,
  • management of the Company’s non-production assets, including property,
  • creation and implementation of the sponsorship policy and building the Company’s image in Poland and abroad,
  • cooperation with transmission and distribution system operators,
  • policy, objectives and programmes related to hydrocarbon exploration and production in Poland and abroad,
  • overseeing all licensing processes related to hydrocarbon exploration, appraisal and production, as well as storage of waste matter in rock mass and non-reservoir storage of substances in accordance with the geological and mining law,
  • operations of the Geology and Hydrocarbon Production Branch, excluding management of underground gas storage assets.
Arkadiusz Sekściński – Vice President, Developmen

Arkadiusz Sekściński holds a PhD in social sciences (political science) from the University of Warsaw. He was the organiser of the Internal Security study programme focusing on Energy Security, and a lecturer in such subjects as “Poland’s Energy Policy”, “Energy Policies of Contemporary Countries”, “Renewable Energy Sources” and “Planning and Financing Investment Projects in the Energy Sector”. Author of research articles in Polish and English. He is now attending an MBA Energy programme at Lazarski University. 
He held a scholarship from the Foundation for the Development of the Education System (University of Bergen, Norway), the Leonardo da Vinci Programme (the Białystok Province Regional Office, Brussels, Belgium), the Socrates – Erasmus Programme (Kapodistrian University of Athens, Greece). 
Mr Sekściński started his professional career in the energy sector in 2007, working as a consultant in companies providing advisory services to businesses operating in the heat and power sector. From 2011, he served as director and member of the Management Board of the Polish Wind Energy Association. In 2016, he joined PGE Energia Odnawialna S.A. where, as Vice President and acting President of the Management Board, he supervised investment projects, innovation, operation of generation assets, communication, human resources and security. He served as president of special purpose vehicles responsible for the construction of onshore wind farms and development of wind farm projects in the Baltic Sea. He was also Head of the Photovoltaic Development Programme at the PGE Group.
Arkadiusz Sekściński is employed at University of Warsaw as assistant professor.

Vice President for Development supervises and coordinates the Company’s operations with respect to:

  • innovation and growth projects involving PGNiG,
  • analysing and monitoring opportunities to obtain EU funding for the Company’s operations,
  • oversight of standardisation activities at the Company,
  • development of technical assumptions, rules, norms and standards for the gas area,
  • operations of the PGNiG Central Measurement and Testing Laboratory.
Przemysław Wacławski – Vice President, Finance

Przemysław Wacławski is a graduate of the Faculty of Management of the AGH University of Science and Technology in Kraków. Currently, he is taking the international FLEX Executive MBA course at MIP Politecnico di Milano in Italy, specialising in Digital Transformation. 
In 2002–2006, he worked for Ernst & Young Audit, where he was engaged in such areas as financial auditing and due diligence processes. Between June 2006 and September 2010, he served as Head of Controlling Department and Head of Investment and Sales for the Balkan Market at Tele-Fonika Kable S.A. From October 2010, he was Member of the Management Board for Finance, and from February 2011 to May 2013 – President of the Management Board of TF Kable Fabrika Kablova Zajecar d.o.o. of Serbia. Between February 2013 and September 2018, Mr Wacławski served as Head of the Controlling Department at Tele-Fonika Kable S.A. During that period, he also sat on the Management Boards of the Tele-Fonika Kable Group’s foreign companies.
In October 2018, he was appointed Member of the Management Board for Finance at Unipetrol a.s., where he was in charge of the finance, supply chain management and IT divisions. He also supervised the Unipetrol Group’s finance division.

 

Vice President for Finance supervises and coordinates such areas of the Company’s operations as:

  • implementation of the Company’s strategic economic and financial objectives,
  • preparation and implementation of the Company’s business plan,
  • economic and financial evaluations and analyses of expansion and investment projects,
  • planning and overseeing financial aspects of the investment policy,
  • implementation and development of accounting procedures,
  • defining the rules of and overseeing the preparation of financial statements,
  • investor relations,
  • IT management.
Jarosław Wróbel – Vice President 

Jarosław Wróbel completed MA studies and a postgraduate doctoral course at the University of Economics in Katowice. He also completed a postgraduate course at the Faculty of Electrical Engineering of the Warsaw University of Technology as well as an Executive MBA programme (University of Gdańsk and RMS Erasmus University) and a Post-MBA programme (University of Gdańsk and Swiss Business School).
With the energy sector since 1992. From 1993 to 1999, he worked for Elektrociepłownia Będzin S.A., where he was responsible for the development and implementation of a restructuring programme as well as for the preparation and execution of the first capital privatisation in the Polish power industry via the Warsaw Stock Exchange (‘IPO of the Year 1998’ award).
With PGNIG since 2002. In 2003−2013, he served as Vice President for Economic Matters at Górnośląska Spółka Gazownictwa Sp. z o.o. Author and sponsor of the programme to implement an integrated platform for process support based on ERP and CIS solutions at Górnośląska Spółka Gazownictwa Sp. z o.o. Then he carried out projects for fuel and power sector companies as well as for IT companies. One of the creators of the IT/OT model for the PGNiG Group.
Between January 8th and March 1st 2016, Mr Wróbel served as Member of the Management Board of Polska Spółka Gazownictwa Sp. z o.o., and from March 2nd 2016 to February 16th 2018 – as President of the company’s Management Board. Under his leadership, the Company developed and implemented a strategic package of changes for the Polish gas distribution industry for 2016–2022, and won the Polish Quality Award in the category of large economic organisations in 2017.
In the period from April 17th 2018 to January 9th 2020, Mr Wróbel was President of the Management Board of ORLEN Południe S.A. One of the creators and sponsor of the programme to construct a modern biorefinery at ORLEN Południe S.A., based on the Trzebinia and Jedlicze refineries, serving as a competence centre in biocomponents and biofuels for the ORLEN Group.

The Vice President of the Management Board supervises and coordinates such areas of the Company’s operations as:

  • natural gas and crude oil production,
  • underground waste disposal,
  • CO2 storage,
  • underground storage of substances,
  • natural gas denitrification,
  • production of helium, liquefied natural gas (LNG), propane-butane gas mixture, hydrocarbon condensate and liquid foam,
  • operations of PGNIG Branches in Odolanów, Sanok and Zielona Góra, and of the Well Mining Rescue Station in Kraków,
  • management of the Company’s underground gas storage assets,
  • building relations with the distribution system operator and the storage system operator.
Magdalena Zegarska – Vice President of the Management Board
Magdalena Zegarska graduated from the University of Environmental Sciences in Radom. She completed an MBA oil and gas course and holds a certificate of completion of studies in Management of Large Enterprises from the School of Management and Marketing of the Business Initiatives Association in Warsaw. She took numerous training programmes and courses in psychology of team management, as well as a course for supervisory board members, completed with a passed exam before the State Treasury Commission. From 2011 to 2014, she was Secretary of the Employee Council of the second term of office, and from 2010 to 2014 – Secretary of the Coordination Committee of the NSZZ Solidarność trade union at PGNiG. In 2014−2017, she served as Member of the PGNiG Supervisory Board, the Supervisory Board Secretary and Deputy Chair of the Audit Committee. She joined PGNiG in 1998 as an employee of Mazowiecka Spółka Gazownictwa and then worked at the Mazovian Trading Division. From 2013, she held various positions at the Retail Trading Department, Infrastructure Department and Asset and Administration Department of the PGNiG Head Office. At the Asset and Administration Department she was Deputy Director. Since January 2016, she has been Representative of the PGNiG Management Board for the Quality, Health, Safety and Environment (QHSE) Management System. From April 2016 to March 2017, she served as Deputy Director of the QHSE Department, delegated to direct the work of the Department. She has received honorary awards for outstanding service to the Oil Mining and Gas Sector and the Mazovian Trading Division. She holds the title of Grade III Mining Director and Grade II Mining Director.
On February 27th 2020, she was appointed by the Supervisory Board as Vice President of the Management Board. 
 

Vice President of the Management Board elected by Company employees supervises and coordinates the Company’s operations with respect to:

  • occupational health and safety, fire protection,
  • cooperation with trade unions, the Employee Council and other employee organisations where their operations relate to the Company and the PGNiG Group,
  • issue of shares to eligible Company employees.
Rules governing the appointment and removal of members of the management board; powers of members of the management, in particular the power to make decisions on the issuance or buy-back of shares
Pursuant to the Articles of Association, individual members of the Management Board or the entire Management Board are appointed and removed by the Supervisory Board. A member of the Management Board is appointed following a recruitment and selection procedure carried out pursuant to applicable provisions of the Articles of Association and in compliance with the requirements for candidates laid down in Art. 22 of the Act on State Property Management of December 16th 2016 (Dz.U. of 2016, item 2259, as amended). The procedure does not apply to Management Board members elected by employees.
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. A person is considered a candidate to the Management Board elected by the employees if, during the election, 50% of valid votes plus one were cast in favour of that person, with the reservation that the election results are binding on the Supervisory Board if at least 50% of the Company’s employees participated in the election.
Management Board members are appointed for a joint term of three years.
A member of the Management Board may resign from their position by delivering a notice to that effect to the Company, represented by another Management Board member or commercial proxy, with copies to the Chairman of the Supervisory Board and the minister competent for matters pertaining to energy. The resignation must be submitted in writing, or will otherwise be ineffective towards the Company.
The Management Board member elected by the employees may also be removed upon a written request submitted by at least 15% of the Company’s employees. The Supervisory Board orders the voting and its results are binding on the Supervisory Board if at least 50% of the Company’s employees participate in the ballot, and if the percentage of votes cast in favour of the removal is not lower than the majority required for the election of a member of the Management Board by the employees.
Pursuant to the Articles of Association, decisions on the issuance or buy-back of shares are adopted by the Company’s General Meeting.
Rules governing the operation of the Management Board
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 operation of the Management Board is defined in its Rules of Procedure, adopted by the Management Board and approved by the Supervisory Board. The Rules of Procedure for the Management Board are available on the Company’s website at www.pgnig.pl/lad-korporacyjny/zarzad/regulamin. 
Management Board meetings and resolutions
In 2019, the Management Board held 51 meetings and passed 690 resolutions.
Changes in the Management Board of PGNiG in 2019.

Composition of the Management Board as at January 1st 2019:

  • Piotr Woźniak     − President of the Management Board
  • Maciej Woźniak     – Vice President, Trade
  • Łukasz Kroplewski     – Vice President, Development
  • Michał Pietrzyk     – Vice President, Finance
  • Radosław Bartosik    − Vice President, Operations
  • Magdalena Zegarska     – Vice President.

On January 16th 2019, the Supervisory Board removed Radosław Bartosik from the PGNIG Management Board and from the position of Vice President for Operations. On March 14th 2019, the Supervisory Board appointed Robert Perkowski, with effect from March 18th 2019, to the PGNIG. Management Board and to the position of Vice President for Operations, for a joint term of office ending on December 31st 2019.

Composition of the Management Board as at December 31st 2019:

  • Piotr Woźniak     − President of the Management Board
  • Maciej Woźniak     – Vice President, Trade
  • Łukasz Kroplewski     – Vice President, Development
  • Michał Pietrzyk     – Vice President, Finance
  • Robert Perkowski     – Vice President, Operations
  • Magdalena Zegarska     – Vice President.
     

Following expiry of the fifth joint term of office of the PGNIG Management Board on December 31st 2019m, on January 9th 2020 the Supervisory Board removed the following persons from the Management Board:

  • Piotr Woźniak     − President of the Management Board
  • Michał Pietrzyk     – Vice President, Finance
  • Robert Perkowski     – Vice President, Operations
  • Maciej Woźniak     – Vice President, Trade
  • Łukasz Kroplewski     – Vice President, Development
     

On the same day, the following persons were appointed for a joint three-year term of office ending on January 10th 2023, with effect from January 10th 2020:

  • Jerzy Kwieciński     – as President of the Management Board
  • Robert Perkowski     – as Vice President, Operations
  • Jarosław Wróbel    – as Vice President, Trade

and with effect from January 15th 2020:

  • Przemysław Wacławski – as Vice President, Finance
  • Arkadiusz Sekściński     – as Vice President, Development