Supervisory Board and Committees

APPOINTMENT AND DISMISSAL OF SUPERVISORY BOARD MEMBERS

According to the Articles of Association, the Exchange Supervisory Board consists of five to seven members appointed for a joint three-year term by the General Meeting. Members of the Exchange Supervisory Board are elected and dismissed by the General Meeting. In the event of voting in groups under Article 385(3) of the Commercial Companies Code, the Exchange’s Supervisory Board is composed of seven members.

The Exchange Supervisory Board elects the Chairman and the Deputy Chairman of the Exchange Supervisory Board from amongst its members. The Exchange Supervisory Board may elect the Secretary to the Exchange Supervisory Board from amongst its members.

According to the Articles of Association, the General Meeting appoints:

• at least one of the Exchange Supervisory Board members from among the candidates proposed by the shareholders being exchange members; and
• at least one of the Exchange Supervisory Board members from among the candidates proposed by the shareholder or shareholders who jointly represent at least 10% of the share capital not being exchange members.

Candidates nominated by both these groups need to meet the criteria for independence laid down below. A candidate must be nominated not later than 7 days before the scheduled date of the General Meeting. The nomination must be accompanied by the candidate’s CV and specify the number of the shares and the number of votes the shareholder(s) nominating the given candidate represent(s). When voting on the candidates nominated by the shareholders who at the same time are exchange members, the first candidates put to vote are these nominated by the shareholders being exchange members representing the highest number of votes. If no candidates are nominated by the shareholders who at the same time are exchange members or by minority shareholders, the General Meeting elects all the Exchange Supervisory Board members on the general terms and conditions. If at least one candidate is nominated by the shareholders who at the same time are exchange members or by minority shareholders, the General Meeting elects the remaining Exchange Supervisory Board members on the general terms and conditions. If the General Meeting does not elect two Exchange Supervisory Board members following the procedure set out above in spite of candidates having been nominated by the shareholders, another General Meeting is convened, where the elections are held of such Exchange Supervisory Board members. If another General Meeting is convened, the shareholders must nominate other candidates than these originally nominated. The Exchange Supervisory Board member(s) elected following the procedure set out above may be dismissed only with the simultaneous election of an Exchange Supervisory Board member following the same procedure. In the event when due to the expiration of a mandate in the course of the term of office, except for dismissing an Exchange Supervisory Board member, the Exchange Supervisory Board does not include an Exchange Supervisory Board member elected following the procedure set out above, the elections are held not later than at the nearest Ordinary General Meeting.

At least two members of the Exchange Supervisory Board need to meet the criteria for independence laid down below. If an Exchange Supervisory Board member is elected in breach of the criteria for independence, such election will be ineffective in respect of the Company, and if the Exchange Supervisory Board member no longer meets the criteria for independence during the term of his/her office, his/her mandate shall expire.

The criteria for independence are met by a person who:

• is not a related person in respect of the Company (except for being the Exchange Supervisory Board member),
• is not a related person in respect of the Company’s parent or subsidiary or a subsidiary of the Company’s parent or a related person in respect of an entity in which the Company holds more than 10% of share capital;
• is not a relative by blood or marriage to the second degree of the person referred to above;
• is not a relative by blood or marriage to the second degree of the Company’s shareholder holding more than 5% of all votes in the Company;
• is not a related person in respect of a Company’s shareholder holding more than 5% of all votes in the Company as well as a related person in respect of such shareholder’s parent or subsidiary or a subsidiary of such shareholder’s parent;
• is not a relative by blood or marriage to the second degree of the person referred to in the item above.

A “related person” means a person who:

• is a member of the governing body of a legal person and, in the case of a partnership, a partner or a general partner; 

• is employed, mandated or otherwise legally engaged by the entity the relationship with whom is being determined. The above shall apply to the persons who during the least 3 years preceding their election as the Exchange Supervisory Board members have been employed, mandated or otherwise legally engaged by the Company.

COMPOSITION OF THE SUPERVISORY BOARD

The powers of the Exchange Supervisory Board are laid down in the Articles of Association as follows:

• appointing members of the Management Board as described in the section “Management and Corporate Governance – Management Board - Composition”;
• assessing the Exchange Management Board’s report on the Company’s operations and the financial statements for the preceding financial year;
• assessing the Exchange Management Board’s proposals on the distribution of profits or covering the losses;
• presenting to the General Meeting a written report on the findings of the above assessment;
• approving the Exchange Management Board Rules at the request of the Exchange Management Board;
• adopting the Exchange Supervisory Board Rules;
• adopting the Exchange Rules at the request of the Exchange Management Board and amendments to these Rules;
• determining the terms and conditions of contracts and remuneration of the President of the Exchange Management Board and the other Exchange Management Board members, where the terms and conditions of contracts and remuneration of the other Exchange Management Board members are determined at the motion of the President of the Exchange Management Board;
• representing the Company in contracts and disputes between the Company and the Exchange Management Board members;
• consenting to the Company and a Company’s related party entering into a significant contract within the meaning of the regulations on the current and periodic information provided by the issuers of securities admitted to trading on a regulated market, except for the standard contracts concluded by the Company at arm’s length in the course of its business operations;
• determining the rules on which the Exchange Management Board members buy and sell the securities listed on the stock exchange operated by the Company;
• appointing the chartered auditor to audit the Company’s financial statements;
• approving, at the request of the Exchange Management Board, the financial plan and the report on its implementation;
• presenting to the General Meeting an annual concise assessment of the Company’s situation, including the internal control system and the system of managing the risks material for the Company;
• presenting to the General Meeting an annual report on the works of the Exchange Supervisory Board;
• considering and presenting opinions on the items to be placed on the General Meeting’s agenda.

According to the Articles of Association, Exchange Supervisory Board as a rule passes resolutions by an absolute majority of votes; however, resolutions of the Exchange Supervisory Board in the following matters are passed by a majority of 4/5 of votes:

• approving the execution of an agreement which establishes a strategic alliance with another exchange (an agreement concerning in particular long-term operational relations to the extent of the Company’s core business);
• approving the multi-annual development strategy of the Exchange on the request of the Exchange Management Board;
• approving the execution, to the extent permissible under legal regulations, of an outsourcing agreement concerning operational support of trading on the regulated market or any of its segments or an outsourcing agreement concerning operational support of trading in the alternative trading system;
• acquisition of an IT system dedicated to exchange transactions;
• approving the acquisition or disposal of shares or other interest in commercial companies or partnerships where their amount at purchase or sale price is more than 1/10 of the share capital of the Company, subject to § 9.2(2) of the Articles of Association.

The composition of the Exchange Supervisory Board as at the end of 2016 is presented in the table below.

Table 17Composition of the Exchange Supervisory Board as at 31 December 2016

Mr Marek Wierzbowski resigned as a Member of the Exchange Supervisory Board on 11 January 2016. On 12 January 2016, GPW’s Extraordinary General Meeting dismissed Mr Bogdan Klimaszewski, Mr Andrzej Ladko, Mr Waldemar Maj and Mr Wiesław Rozłucki from the Exchange Supervisory Board and appointed Mr Jarosław Grzywiński (from among candidates nominated by minority shareholders), Mr Łukasz Hardt, Mr Adam Miłosz, Mr Wojciech Nagel and Ms Ewa Sibrecht-Ośka to the Exchange Supervisory Board. Mr Marek Słomski is the Member of the Exchange Supervisory Board nominated by shareholders who at the same time are exchange members.

Mr Łukasz Hardt resigned as a Member of the Exchange Supervisory Board on 18 February 2016 following his appointment to the Monetary Policy Council.

On 22 June 2016, GPW’s Ordinary General Meeting dismissed Mr Wojciech Nagel from the Exchange Supervisory Board. The Company’s Ordinary General Meeting appointed Mr Jarosław Dominiak and Mr Marek Dietl to the Exchange Supervisory Board.

On 30 November, GPW’s Extraordinary General Meeting dismissed the following Members of the Exchange Supervisory Board: Ms Ewa Sibrecht-Ośka, Mr Jacek Lewandowski and Mr Adam Miłosz. The Company’s Extraordinary General Meeting appointed Mr Wojciech Nagel, Mr Wojciech Sawicki and Mr Łukasz Świerżewski to the Exchange Supervisory Board. Mr Wojciech Sawicki and Mr Łukasz Świerżewski resigned as Members of the Exchange Supervisory Board on 30 December 2016.

Composition of the Exchange Supervisory Board as at the date of this Report

COMMITTEES OF THE EXCHANGE SUPERVISORY BOARD

According to the Exchange Supervisory Board Rules, the Exchange Supervisory Board appoints the following committees: the Audit Committee, the Remuneration and Nominations Committee, the Regulation and Corporate Governance Committee, and the Strategy Committee. The committees report to the Exchange Supervisory Board on an annual basis. The detailed powers and procedures of appointment and operation of the committees are defined in the Articles of Association and the Exchange Supervisory Board Rules available on the GPW website under the Regulations tab.

Composition of Supervisory Board Committees as at 31 December 2016

Composition and powers of Supervisory Board Committees as at the date of this Report

PARTICIPATION OF WOMEN AND MEN IN THE EXCHANGE SUPERVISORY BOARD

According to the Code of Best Practice for GPW Listed Companies applicable until 31 December 2016, GPW publishes information on the participation of women and men in the Exchange Supervisory Board.

Number of women and men on the Exchange Supervisory Board