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

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 President of the Audit Committee Mr. Jacek Grzywacz, the Member of Audit Committee Mr. Piotr Szczepiórkowski.

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 the President of the Audit Committee Mr. Jacek Grzywacz and Piotr Szczepiórkowski.

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.

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.

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. The Exchange Supervisory Board in its Resolution No. 13/1834/2021 of 29 March 2021 approved the new principles of corporate governance for companies listed on the GPW Main Market: the Best Practice for GPW Listed Companies 2021 (“Best Practice 2021” or “Best Practice”).

Since 1 July 2021, the Company has been applying the new Best Practice for WSE Listed Companies (DPSN 2021). The document is available from the WSE’s corporate governance web page at https://www.gpw.pl/best-practice2021.

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 2017–2020

On September 30, 2021, the Supervisory Board of Zespół Elektrociepłowni Wrocławskich KOGENERACJA S.A., in accordance with binding regulations and professional standards, appointed PKF Consult Spółka z ograniczoną odpowiedzialnością Sp. k. (later “PKF Consult”) as an entity entitled to audit financial statements.

The agreement for the audit of financial statements with PKF Consult was concluded on February 22, 2022.

The scope of the agreement includes audit of separate and consolidated financial statements for the periods ended on December 31 in the year 2022-2024 and review of semi-annual condensed separate and consolidated financial statements for the periods ended June 30, 2022, June 30, 2023 and June 30, 2024 as well as an evaluation of the Supervisory Board’s Report on Remuneration for the years 2022-2024.

PKF Consult is entered under number 477 on the list of audit firms.

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On September 22, 2020, the Audit Committee adopted the updated “Policy and Procedure for selecting an audit company to perform the audit”. The maximum period of uninterrupted audit of financial statements carried out by the same audit firm or related audit firm shall not exceed 10 years, provided that the key statutory auditor cannot audit the financial statements for period longer than 5 years and the key statutory auditor may re-examine the financial statements at least 3 years after the end of the last audit. Procedure for selecting an audit company implements the regulations contained in the Statutory Auditors Act, the Accounting Act, the Regulation No. 537/2014 of the European Parliament and of the Council and takes into consideration the ministerial guidelines concerning the rules and procedures for the selection of statutory auditors.

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.

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.