SUPERVISORY BOARD
GRI 102-18, 102-22
Bartłomiej Nowak – Chairman of the Supervisory Board
Bartłomiej Nowak completed management courses at the Kozminski University in Warsaw and is a graduate of the Faculty of Law and Administration of the University of Warsaw. Since 2009, he has held the degree of Doctor of Laws - European University Institute, and since 2013 - a Habilitated Doctor degree from the Institute of Legal Sciences of the Polish Academy of Sciences. Bartłomiej Nowak specialises in energy law, business law, competition law, and EU law. In 2007–2009, he worked for Directorate-General for Transport and Energy of the European Commission and as an adviser to the President of the Polish Energy Regulatory Office (URE). In 2010–2014, he served as an adviser to the Kancelaria Domański Zakrzewski Palinka sp.k. law firm and member of the Supervisory Board of PTE WARTA S.A. Since 2009, he has worked for the Leon Kozminski University of Warsaw, initially as Assistant Professor and then Professor at the Law College, as well as Vice-Rector for Economic and Social Studies. Member of the Scientific Council of the National Centre for Nuclear Research.
Bartłomiej Nowak has submitted a statement to the effect that he meets the independence criteria stipulated under Art. 129 of the Polish Act on Statutory Auditors, Audit Firms, and Public Oversight dated May 11th 2017 and under Commission Recommendation 2005/162/EC of February 15th 2005.
Piotr Sprzączak – Deputy Chairman of the Supervisory Board
Piotr Sprzączak is a graduate of the Maria Curie-Skłodowska University of Lublin and the National School of Public Administration of Warsaw. He began his professional career in 2011 at the Oil and Gas Department of the Ministry of Economy, and then the Ministry of Energy. He is currently Head of the Infrastructure Department at the Ministry of Energy. As part of his job duties, he participates in the negotiation of EU legal acts, including amendments to the gas directive and the regulation concerning measures to safeguard security of gas supply, and in the development of the regulatory environment through the ‘Clean Energy for All Europeans’ package. He coordinates activities related to international cooperation and Poland’s membership in the European Union and in international energy organisations and agreements. In 2011−2014, he was involved in preparing and updating the assessment of risk related to security of gas supplies, a prevention plan and an emergency response plan.
Sławomir Borowiec – Secretary of the Supervisory Board
Sławomir Borowiec graduated from the AGH University of Science and Technology in Kraków (Faculty of Drilling, Oil and Gas) in 1992. In the same year he joined Zielonogórski Zakład Górnictwa Nafty i Gazu. In 2001, he graduated from The Jacob of Paradyż University of Applied Sciences in Gorzów Wielkopolski − Institute of Management and Finance, where he completed studies in Management and Marketing. In 2014, he earned a degree from the Koszalin University of Technology, where his principal field of study was Accounting − Accounting of Business Entities. At present, he is Head of the Centre for Oil and Gas Production Facilities. Mr Borowiec is also a licensed Mine Operations Manager. In 2002, he passed an examination for candidates to supervisory boards of state-owned companies and in 2010 he received the title of Grade II Mining Director.
Piotr Broda – Member of the Supervisory Board
Piotr Broda is a graduate of the Faculty of Foreign Trade of the Warsaw School of Economics and holder of an Executive MBA degree from the University of Minnesota. He gained professional experience working in leading financial institutions. In 1991, he joined Bank Austria Creditanstalt S.A. of Warsaw. He was Deputy Director of the Treasury Department (1995–1998), and then Director of the Treasury Department and Chairman of the Assets and Liabilities Committee (1998–2000). In November 2000, he took the position of Investment Team Manager at Allianz S.A., and in 2002 was appointed Deputy Director of the Financial Investments Office at PZU S.A. Mr Broda continued his career with the PZU Group as Director of the Debt and Derivative Instruments Office and Vice President of the Management Board of PZU Asset Management S.A. (2008–2011) and Vice President of the Management Board of PZU TFI S.A. (2009–2013). For over four years (2013–2017), he served as Member of the Management Board of TFI BGK S.A. Since July 2018, he held the post of Chief Financial Officer at ElectroMobility Poland S.A. He has long-standing experience as a member of supervisory boards, having served in that capacity in 2002–2004 at PZU Asset Management S.A. and PZU NFI Management S.A., in 2005–2006 at Lentex S.A., and in 2006–2007 at Jago S.A. He has authored a number of publications concerned with finance as an expert cooperating with the Sobieski Institute.
Piotr Broda has submitted a statement to the effect that he meets the independence criteria stipulated under Art. 129 of the Polish Act on Statutory Auditors, Audit Firms, and Public Oversight dated May 11th 2017 and under Commission Recommendation 2005/162/EC of February 15th 2005.
Roman Gabrowski – Member of the Supervisory Board
Roman Gabrowski is a graduate of the Faculty of Electrical Engineering at the Wrocław University of Technology, where he specialised in applied automation, and the Wałbrzych Higher School of Management and Enterprise, where his principal field of study was strategic management. He additionally completed post-graduate studies in management of state-owned energy companies organised by the Warsaw University of Technology, and studies in business finance management at the Wrocław University of Economics (Faculty of Management and Computer Science). Mr Roman Gabrowski has gained professional experience working in managerial roles in the power industry, including entities of the Tauron Group. In 1993−1997, he served as Chairman of the Supervisory Board of ZE Wałbrzych S.A. In 1998−2002, he held the position of President of the Management Board at ZE Wałbrzych S.A., and in 2007−2008 at EnergiaPro Gigawat (currently Tauron Obsługa Klienta). In 2016–2019, he was President of the Management Board of Tauron Ekoenergia. He also sat on the Supervisory Boards of various companies, including Jeleniogórskie Elektrownie Wodne (currently Tauron Ekoenergia) and Tauron Ekoserwis.
Andrzej Gonet – Member of the Supervisory Board
Andrzej Gonet graduated with honours from the Faculty of Drilling, Oil and Gas of the AGH University of Science and Technology in Kraków in 1975. He was then employed at the Faculty and in 1980 he defended with honours his doctoral thesis. In 1989, he was awarded a post-doctoral degree (doctor habilitatus) in science. In 1998, he was awarded professorship and is now employed as a full professor at the AGH University of Science and Technology. He has completed several post-graduate programmes run by the AGH University of Science and Technology, Jagiellonian University and Polish Academy of Sciences, as well as a course for candidates to supervisory boards of state-owned companies. He was a member of the Supervisory Boards of ZUN Sp. z o. o. of Krosno (2000–2002) and PNiG Sp z o. o. of Kraków (2011–2013). Andrzej Gonet has authored or co-authored over 300 publications, 260 unpublished research papers, 29 approved and submitted patents and 8 licences. He is a certified environmental impact assessment expert of the Kraków Province Governor, expert of the Polish Association of Oil and Gas Industry Engineers and Technicians, and has extensive professional experience gained in Poland and abroad. He has been a consultant and reviewer of many scientific papers and research projects. He is a member of the Drilling and Borehole Mining Section of the Mining Committee of the Polish Academy of Sciences. Throughout his professional career he has held various positions, including head of the Drilling Department, Deputy Director of the Institute of Drilling, Oil and Gas, two terms of office as Vice-Dean and Dean of the Faculty of Drilling, Oil and Gas of the AGH University of Science and Technology, which position he held for three terms. In addition, Andrzej Gonet was a co-founder of the PWSZ Krosno State College, where he has served as Vice-Rector and Rector.
Mieczysław Kawecki – Member of the Supervisory Board
Mieczysław Kawecki is a graduate of the AGH University of Science and Technology in Kraków, Master of Science in Engineering, with principal field of study: well operation. He completed post-graduate studies in underground gas storage, and graduated in Environment Protection in Economy from the AGH University of Science and Technology in Kraków. Mieczysław Kawecki is a licensed mine operations manager and Grade I Mining Director. He started his professional career in 1976 at Sanocki Zakład Górnictwa Nafty i Gazu, working at the Wańkowa crude oil extraction facility. In 1984, he was appointed manager of a new crude oil and natural gas extraction facility in Lublin, and in 1986 he became manager of the Wielopole crude oil extraction facility. From 1991 to 2017, he worked as manager of the Strachocina Underground Gas Storage Facility. Since 2017, Mieczysław Kawecki has managed the Underground Gas Storage Department of PGNiG’s Sanok Branch. He is President of the Management Board of the Sanok Branch of the Polish Association of Oil and Gas Industry Engineers and Technicians (SITPNiG). In 1990–1992, he was a member of the Works Council at Sanocki Zakład Górnictwa Nafty i Gazu and a delegate to the General Assembly of Delegates of PGNiG Warszawa. He was a member of the Works Council of the 6th and 7th terms of office at PGNiG Warszawa from 1994 until it was transformed into a company. Until 1998, he was a member of the consulting group at PGNiG. From 2003 to 2005, Mieczysław Kawecki served as Chairman of the KADRA Trade Union at the Sanok Branch, and member of the Union Coordination Committee. He was a member and then Secretary of the Supervisory Board of PGNiG in 2005–2014.
Stanisław Sieradzki – Member of the Supervisory Board
Stanisław Sieradzki completed studies in stratigraphic and exploratory geology at the University of Wrocław. He also completed post-graduate studies in oil and gas engineering at the AGH University of Science and Technology in Kraków. Stanisław Sieradzki has worked for PGNiG since 1986, first as independent geologist, then specialist geologist in the Operational Geology Department, and later as Head of the Deposit Appraisal and Documentation Department at PGNiG’s Sanok Branch. Upon establishment of the Geology and Hydrocarbon Production Unit, he was appointed Head of the Project Design Centre in Sanok. Currently, Mr Sieradzki holds the position of Deputy Head of the Project Design Department in Jasło, Sanok office. His work to date has focused chiefly on crude oil and natural gas exploration. Stanisław Sieradzki has received a number of qualifications, including a licence from the Minister of the Environment to perform, supervise and manage category 1 geological work in: exploration for and appraisal of crude oil and natural deposits; he is also a qualified senior technical supervisor of geological operations and mining geologist at facilities extracting mineral deposits through boreholes, licensed by the President of the State Mining Authority. He is also a certified internal management system auditor.
Grzegorz Tchorek – Member of the Supervisory Board
Grzegorz Tchorek graduated from the Faculty of Management of the University of Warsaw. In 2007, he received PhD degree and started working as an associate professor at the Faculty of Management of the University of Warsaw and as an adviser at the National Bank of Poland (from 2009). As an expert, he currently focuses on evaluating competitiveness of countries and businesses, global supply chains, and advancement of low-carbon technologies in Poland. He conducts research projects in the fields of electromobility, gas mobility, shared mobility and hydrogen technologies.
Grzegorz Tchorek has submitted a statement to the effect that he meets the independence criteria stipulated under Art. 129 of the Polish Act on Statutory Auditors, Audit Firms, and Public Oversight dated May 11th 2017 and under Commission Recommendation 2005/162/EC of February 15th 2005.
Assessment of the Directors’ Report on the Company’s operations and of the financial statements for the preceding financial year, in terms of their consistency with the accounting books, supporting documentation, and the actual state of affairs;
Assessment of the Management Board’s proposals concerning distribution of profit or coverage of loss;
Submission to the General Meeting of written reports on results of the activities referred to in items 1 and 2;
Assessment of the consolidated financial statements with respect to their consistency with the accounting books, supporting documentation, and the actual state of affairs, as well as assessment of the Directors’ Report on the Group’s operations, and reporting to the General Meeting on the results of these assessments;
Appointment of an auditor to audit the financial statements;
Approval of business plans, including investment plans;
Approval of the strategy for the Company and the PGNiG Group and long-term strategic plans;
Adoption of detailed rules governing the Supervisory Board’s operation;
Approval of the consolidated text of the Articles of Association, drawn up by the Company’s Management Board;
Approval of the Rules of Procedure for the Management Board;
Appointment and removal of Management Board members;
Definition of rules and amounts of remuneration for Management Board members, unless applicable mandatory provisions of law state otherwise.
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. As long as the State Treasury holds Company shares, 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.
Supervisory Board meetings are convened by the Chairman or Deputy Chairman of the Supervisory Board any time the Company’s interest so requires, but no less frequently than once every two months.
The Supervisory Board or its members delegated to individually perform certain supervisory functions are authorised to supervise all areas of the Company’s activity, and in particular to examine all of the Company’s documents, demand that the Company’s Management Board and employees produce reports and explanations, or review the Company’s assets.
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.
Grzegorz Tchorek – Chairman of the Audit Committee
Piotr Broda − Deputy Chairman of the Audit Committee
Bartłomiej Nowak – Member of the Audit Committee.
In 2019, the composition of the Audit Committee did not change.
The Audit Committee is composed of at least three Supervisory Board members, of whom at least one has expertise and competence in accounting or auditing of financial statements.
All members of the Audit Committee submitted statements to the effect that they meet the independence criteria stipulated in Art. 129 of the Polish Act on Statutory Auditors, Audit Firms, and Public Oversight, of May 11th 2017, and Commission Recommendation 2005/162/EC of February 15th 2005. Two members of the Audit Committee have expertise and competence in accounting or auditing of financial statements:
- Grzegorz Tchorek, Chairman of the Audit Committee, holds an MA in business management and marketing. He graduated from the Faculty of Management of the University of Warsaw, and holds a PhD in Economics in Management earned at the Faculty of Management of the University of Warsaw.
- Piotr Broda, Deputy Chairman of the Audit Committee, is a graduate of the Warsaw School of Economics and holds an MA in economics/ foreign trade, with a specialisation in financial markets.
- Bartłomiej Nowak, Member of the Audit Committee, has the expertise and skills required in the industry in which the Company operates. He holds a PhD in law from the Polish Academy Sciences (Institute of Legal Sciences), in business law, and a PhD in law from EUI FLORENCE. He was an adviser to the President of the Energy Regulatory Office (URE) in 2007−2009 and worked for Directorate-General for Transport and Energy of the European Commission in 2007–2008.
The Audit Committee operates within the Supervisory Board as a standing committee, advising the Supervisory Board on matters for which the Board is responsible. Meetings of the Audit Committee are held as needed, but at least once every six months, and are convened by the Chair of the Committee. Every six months, the Audit Committee submits reports on its activities to the Supervisory Board. Each report is made available to the Company’s shareholders at the next General Meeting.
The Audit Committee’s responsibilities include in particular those set out in Art. 130 of the Act on Statutory Auditors, Audit Firms, and Public Oversight, of May 11th 2017, e.g.
- monitoring of:
- the financial reporting process;
- effectiveness of the internal control and risk management systems and the internal audit function, including with regard to financial reporting,
- performance of financial audit tasks, including the audit of financial statements performed by an audit firm, with account taken of all conclusions and findings from an inspection of the audit firm by the Polish Audit Oversight Commission;
- oversight and monitoring of the statutory auditor’s and the audit firm’s independence in the context of fee caps on permitted non-audit services provided to the audited Company;
- informing the Supervisory Board or other supervisory or control body of the Company of the audit findings and explaining how the audit contributed to the reliability of the Company’s financial reporting and what role the Audit Committee played in the audit;
- assessing the auditor’s independence and approving the provision of permitted non-audit services by the auditor;
- developing a policy for selection of an audit firm to perform audits;
- developing a policy for the provision of permitted non-audit services by the audit firm, its related entities, or members of its network;
- establishing an audit firm selection procedure for the Company;
- submitting to the Supervisory Board or other supervisory or control body, or the governing body referred to in Art. 66. 4 of the Accounting Act of September 29th 1994, a recommendation referred to in Art. 16.2 of Regulation (EU) No 537/2014, in accordance with the policies referred to in items e and f;
- submitting recommendations to ensure the reliability of the financial reporting process at the Company.
Following election made by the PGNiG Supervisory Board on December 20th 2018, PKF Consult Sp. z o.o. Sp.k. was appointed as the auditor to audit and review the financial statements of PGNiG and some of the subsidiaries as well as the consolidated financial statements of the PGNiG Group. The agreement was concluded on April 12th 2019 and covers the years 2019–2020.
In 2019, the audit firm provided the following permitted non-audit services to PGNiG:
- Review of the quarterly separate and consolidated financial statements for the periods ended March 31st 2019 and September 30th 2019.
- Review of the interim separate and consolidated financial statements for the six months ended June 30th 2019.
- Review, for the needs of banks providing financing to PGNiG, of agreed procedures concerning financial covenants specified in the credit facility agreements signed by PGNiG, as well as bond subscription agreements and the terms and conditions of such bonds – for the 12 months ended December 31st 2018 and June 30th 2019.
On January 23rd 2020, the Audit Committee submitted a recommendation to the PGNiG Supervisory Board concerning selection of an audit firm to perform audits for PGNiG and selected companies of the PGNiG Group for 2021–2022; the recommendation met the conditions set forth in Art. 130.2. of the Act on Statutory Auditors.
The Audit Committee also stated that the recommendation had been prepared following the procedure to select an audit firm, carried out by PGNiG in accordance with the provisions of the Public Procurement Law of January 29th 2004 (consolidated text: Dz.U. of 2019, item 1843), and the procedure meets the criteria set out in Art. 130.3 of the Act on Statutory Auditors, Audit Firms, and Public Oversight of May 11th 2017 (Dz.U. of 2019, item 1421).
Composition of the PGNIG Supervisory Board as at January 1st 2019:
- Bartłomiej Nowak – Chairman of the Supervisory Board
- Piotr Sprzączak – Deputy Chairman of the Supervisory Board
- Sławomir Borowiec – Secretary of the Supervisory Board
- Piotr Broda – Member of the Supervisory Board
- Andrzej Gonet – Member of the Supervisory Board
- Mieczysław Kawecki – Member of the Supervisory Board
- Stanisław Sieradzki – Member of the Supervisory Board
- Grzegorz Tchorek – Member of the Supervisory Board.
On August 22nd 2019, pursuant to Art. 35.1 of the Company’s Articles of Association, the Minister of Energy appointed Mr Roman Gabrowski to the Supervisory Board.
Composition of the PGNIG Supervisory Board as at December 31st 2019:
- Bartłomiej Nowak – Chairman of the Supervisory Board
- Piotr Sprzączak – Deputy Chairman of the Supervisory Board
- Sławomir Borowiec – Secretary of the Supervisory Board
- Piotr Broda – Member of the Supervisory Board
- Roman Gabrowski – Member of the Supervisory Board
- Andrzej Gonet – Member of the Supervisory Board
- Mieczysław Kawecki – Member of the Supervisory Board
- Stanisław Sieradzki – Member of the Supervisory Board
- Grzegorz Tchorek – Member of the Supervisory Board