<h1>Zespół Elektrociepłowni Wrocławskich KOGENERACJA S.A.</h1>

Corporate Governance

Management Board

Piotr Frąszczak
President of the Management Board
Krzysztof Skóra
Member of the Management Board

Supervisory Board

Jakub Frejlich
Chairman of the Supervisory Board
Radosław Woszczyk
Vice-Chairman of the Supervisory Board
Roman Nowak
Secretary of the Supervisory Board

THE OTHER MEMBERS

Raimondo Eggink
Member of the Supervisory Board
Maciej Jankiewicz
Member of the Supervisory Board
Radosław Pobol
Member of the Supervisory Board

Committees

There are two olityermanent Supervisory Board committees, whose role is to provide advice to the Supervisory Board: Remuneration Committee and Audit Committee.

Audit Committee

Maciej JankiewiczChairman of the Committee
Raimondo EgginkMember of the Committee
Radosław WoszczykMember of the Committee

The Audit Committee is responsible in particular for:

  • monitoring the financial reporting process
  • monitoring the effectiveness of the internal control, internal audit and risk management systems
  • monitoring the financial oversight functions
  • monitoring the independence of the auditor
  • recommending an auditor to the Supervisory Board.

Independence criteria

The Members of the Audit Committee that meet the independence criteria in line with art. 129 sec. 3 of the Act of 11 May 2017 on statutory auditors, audit firms and public oversight (Journal of Laws No. 1089) are the Chairman of the Audit Committee Mr. Maciej Jankiewicz and the member of Audit Committee Mr. Raimondo Eggink.

The Members of the Audit Committee that meet the independence criteria in line with Appendix 2 to the European Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board (2005/162/EC) are Mr. Maciej Jankiewicz and Mr. Raimondo Eggink.

The members of the Audit Committee have the qualifications and experience in the field of financial terms and the industry in which the Issuer operates.

Remuneration Committee

Jakub FrejlichChairman of the Committee
Radosław WoszczykMember of the Committee
Roman NowakMember of the Committee

The Remuneration Committee is responsible in particular for:

  • creating draft agreements where new Management Board members are hired
  • tracking delivery of the Management Board’s remuneration system in accordance with the Management Board Remuneration Regulations
  • recommending bonus payments to the Management Board
  • monitoring the payment of other contractual benefits to the Management Board members.

The Supervisory Board reports

pdf Report on the activities of the Supervisory Board in 2017 Download
pdf Supervisory board’s report on the appraisal for 2017 Download
pdf Report on the activities of the Supervisory Board in 2016 Download
pdf Supervisory board’s report on the appraisal for 2016 Download
pdf Report on the activities of the Supervisory Board in 2015 Download
pdf Supervisory board’s report on the appraisal for 2015 Download
pdf Report on the activities of the Supervisory Board in 2014 Download
pdf Supervisory board’s report on the appraisal for 2014 Download
pdf Report on the activities of the Supervisory Board in 2013 Download
pdf Supervisory board’s report on the appraisal for 2013 Download
pdf Report on the activities of the Supervisory Board in 2012 Download
pdf Supervisory board’s report on the appraisal for 2012 Download
pdf Report on the activities of the Supervisory Board in 2011 Download
pdf Supervisory board’s report on the appraisal for 2011 Download

Best Practice for WSE Listed Companies

Corporate governance is a system of rules of conduct for company organs, members of such organs, and majority and minority shareholders. Corporate governance rules relate to broadly defined corporate management.

Corporate governance rules for companies listed in Poland have been developed by the stock exchange. Since 1 January 2016, the Company has been applying the new Best Practice for WSE Listed Companies (DPSN 2016). The document is available from the WSE’s corporate governance web page at www.corp-gov.gpw.pl.

 

pdf A statement on the company's compliance with the corporate governance recommendations and principles contained in Best Practice for GPW Download

Details of other reports concerning compliance with the Best Practice for WSE Listed Companies are presented in the Reports tab.

Other corporate governance disclosures:

Representation of men and women on the Management and Supervisory Boards of KOGENERACJA S.A. during the years 2014–2017

In the years 2014–2017, men and women were represented on the Management and Supervisory Boards as follows:

MANAGEMENT BOARD
31.12.201731.12.201631.12.201531.12.2014
no. %no.%no.%no.%
Women--------
Men4100410041004100
Total4100410041004100
SUPERVISORY BOARD
31.12.201731.12.201631.12.201531.12.2014
no.%no.%no.%no.%
Women00114114114
Men7100686686686
Total7100710071007100

Information about the rule concerning changing the entity authorised to audit financial statements

The Management Board announces that the selection of the entity authorized to audit financial statements is in accordance with the Act on statutory auditors and their self-government, entities authorized to audit financial statements and public supervision, dated 7 May 2009 (Journal of Laws of 2009. No. 77, pos. 649). The Company did not establish additional rules relating to the above issues.

Diversity Policy

Promoting diversity includes any forms of activity designed to accept and effectively use diversity in the organisation, namely differences in such aspects as: gender, age, origin, skills, appearance, religion, opinions, sexual orientation, disability or work-life balance.

By promoting the idea of diversity KOGENERACJA S.A. wishes in particular to draw its employees’ attention to the following four issues:

  • gender equality
  • age diversity at work
  • work-life balance
  • professional integration of the disabled.

The purpose of diversity management is to create a working environment that will be conducive to professional and personal development, building an atmosphere of respect and tolerance for diversity, thus contributing the effectiveness of the organization and its capacity for innovation as well as being a response to the Company’s CSR mission.

The Company undertakes actions aimed at selected employee groups:

  • the Women’s Network which is aimed at supporting professional development of women in the organisation through: a cycle of specialist upskilling training courses, conferences, etc
  • the Company adopted the rule of promoting diversity in its recruitment process;
  • project Ready for the future as a response to generational replacement in the Company;
  • promotion of initiatives that favour health and work-life balance.

The Company’s approach to the question of diversity is communicated both internally and externally:

  • KOGENERACJA is a signatory of the Diversity Charter, an international initiative promoted by the European Commission, which imposes an obligation on organisations to operate a policy of equal treatment and diversity management, to ensure equality of access to promotions and training courses and to actively counteract discrimination and bullying at the workplace;
  • issued the Practical diversity management guide for managers;
  • conducted a campaign devoted to stereotypes about gender, disabilities and access to promotions (May 2015);
  • annual celebrations of the Diversity Day;
  • implemented a process of monitoring and reporting by age, gender, employment, education and salaries (a monthly process);
  • issued Ani-bullying Rules, held training for managers, Management Board members and Ethics Council members on the idea of bullying-free work environment.

The Company`s corporate documents

pdf Article of Association Download
pdf Regulations of General Meeting Download
pdf Regulations of the Supervisory Board Download
pdf Regulations of the Management Board Download

EBI Reports

EBI_04 25.04.2018, 15:37

Appointment of a Member of the Audit Committee of the Supervisory Board

EBI_03 09.04.2018, 17:49

Incidental breach of Code of Best Practice for WSE Listed Companies 2016

EBI_02 13.03.2018, 09:56

Adoption of principles II.Z.3. and II.Z.8. of Best Practices for GPW Listed Companies 2016

EBI_01 08.02.2018, 12:50

Appointment of the Member of the Audit Committee

EBI_01 20.10.2017

Appointment of the Chairman and modification of the composition of the Audit Committee

EBI_02 25.01.2016

A statement on the company's compliance with the corporate governance recommendations and principles contained in Best Practice for GPW Listed Companies 2016

EBI_01 22.01.2016

Modification of the composition of the Audit Committee and of the Remuneration Committee

EBI_01 12.03.2014

Information on non-compliance with the principle of part IV item 10 of Good Practices of the Companies Listed on the Warsaw Stock Exchange

EBI_01 13.06.2013

Appointment of Audit Committee of the Supervisory Board for the 9th term of office

EBI_01 10.05.2012

Modification of the line-up of the Audit Committee

EBI_01 30.06.2011

Adherence to "Good practices of stock exchange" regarding the practices applied by shareholders – practice 4.6 and 4.9.

Statement of compliance with the corporate governance rules

As a WSE-listed company KOGENERACJA S.A. is covered by the Warsaw Stock Exchange Rules and publishes the reports on the application of corporate governance principles as integral part of the annual Management Board Report on activities.

pdf Statement of compliance with the corporate governance rules for the year 2017 - Management Board's Report 2017 dated 6 March 2018 Download
pdf Statement of compliance with the corporate governance rules for the year 2016 - Management Board's Report 2016 dated 13 March 2017 Download
pdf Statement of compliance with the corporate governance rules for the year 2016 - Management Board's Report on the activities of KOGENERACJA Group dated 13 March 2017 Download
pdf Statement of compliance with the corporate governance rules for the year 2015 - Management Board's Report 2015 dated 15 March 2016 Download
pdf Statement of compliance with the corporate governance rules for the year 2015 - Management Board's Report on the activities of KOGENERACJA Group dated 15 March 2016 Download
pdf Statement of compliance with the corporate governance rules for the year 2014 - Management Board's Report 2014 dated 13 March 2015 Download
pdf Statement of compliance with the corporate governance rules for the year 2014 - Management Board's Report on the activities of KOGENERACJA Group dated 13 March 2015 Download
pdf Statement of compliance with the corporate governance rules for the year 2013 - Management Board's Report 2013 dated 21 March 2014 Download
pdf Statement of compliance with the corporate governance rules for the year 2013 - Management Board's Report on the activities of KOGENERACJA Group dated 21 March 2014 Download
pdf Statement of compliance with the corporate governance rules for the year 2012 - Management Board's Report 2012 dated 17 April 2013 Download
Statement of compliance with the corporate governance rules for the year 2012 - Management Board's Report on the activities of KOGENERACJA Group dated 17 April 2013 Download
pdf Statement of compliance with the corporate governance rules for the year 2011 - Management Board's Report 2011 dated 24 April 2012 Download
pdf Statement of compliance with the corporate governance rules for the year 2011 - Management Board's Report on the activities of KOGENERACJA Group dated 24 April 2012 Download
pdf Statement of compliance with the corporate governance rules for the year 2010 - Management Board's Report 2010 dated 29 April 2011 Download
pdf Statement of compliance with the corporate governance rules for the year 2010 - Management Board's Report on the activities of KOGENERACJA Group dated 29 April 2011 Download
pdf Statement of compliance with the corporate governance rules for the year 2009 - Management Board's Report 2009 dated 30 April 2010 Download
pdf Statement of compliance with the corporate governance rules for the year 2009 - Management Board's Report on the activities of KOGENERACJA Group dated 30 April 2010 Download
pdf Statement of compliance with the corporate governance rules for the year 2008 - Management Board's Report 2008 dated 30 April 2009 Download
pdf Statement of compliance with the corporate governance rules for the year 2008 - Management Board's Report on the activities of KOGENERACJA Group dated 30 April 2009 Download
Statement of compliance with the corporate governance rules for the year 2007 - Management Board's Report 2007 dated 19 May 2008 Download