Supervision of Company operations

The Supervisory Board exercises ongoing supervision over all areas of the Company’s activities. In particular, the Supervisory Board has the powers and responsibilities defined in the Commercial Companies Code and the Company’s Articles of Association.

Members of the PKN ORLEN Supervisory Board are appointed and removed by the General Meeting in accordance with the Company’s Articles of Association. The Supervisory Board is composed of six to nine members, appointed for a joint term of office which expires on the date of the Annual General Meeting that approves the financial statements for the second full financial year of the term. Any or all members and the Supervisory Board may be removed at any time before the expiry of their term of office. The Chairperson of the Supervisory Board is appointed and removed by the General Meeting, while the Deputy Chairperson and Secretary are appointed by the Supervisory Board from among its other members. The State Treasury has the right to appoint and remove one member of the Supervisory Board. The State Treasury’s right to appoint a Supervisory Board member expires upon disposal of all Company shares by the State Treasury.

While performing its duties, the PKN ORLEN Supervisory Board acts as a collective body. However, it may delegate its members to perform specific supervisory duties individually. The rules governing such individual performance of supervisory duties are defined by the Supervisory Board by way of a resolution. Pursuant to the provisions of the Company’s Articles of Association, the Supervisory Board is entitled to delegate its member(s) to temporarily stand in for Management Board members who are unable to perform their duties.

Members of the Supervisory Board must exercise their rights and perform their duties exclusively in person. At least two members of the Supervisory Board have to meet the criteria of independence from the Company and from entities with significant connections with the Company. Prior to their appointment, independent members of the Supervisory Board submit written representations to the effect that they meet the criteria stipulated in Art. 8.5 of the Company’s Articles of Association. The Company reports the current number of independent members of the Supervisory Board to its shareholders.

If the number of independent members of the Supervisory Board is less than two, the Management Board is required to promptly convene a General Meeting whose agenda includes changes to the composition of the Supervisory Board. Until the number of independent members of the Supervisory Board is increased to meet the requirements stipulated in the Articles of Association, the Supervisory Board operates in its then current composition.

As at December 31st 2014, three members of the PKN ORLEN Supervisory Board met the independence criteria.

To discharge its duties, the Supervisory Board may inspect all the Company’s documents, request the Management Board and employees to provide relevant reports and clarifications, and review the Company’s assets. In order to guarantee proper discharge of its duties under the Articles of Association, the Supervisory Board may request that the Management Board prepare expert and other opinions for the Supervisory Board, or employ an advisor.

The PKN ORLEN Supervisory Board has appointed the following standing committees from among its members: Audit Committee, Strategy and Development Committee, Nomination and Remuneration Committee, Corporate Governance Committee and Corporate Social Responsibility Committee.

Each committee is composed of three to five members of the Supervisory Board. The Audit Committee includes at least two independent members and at least one member qualified and experienced in accountancy or finance.

The Corporate Social Responsibility Committee is a new standing committee established in 2014. It is responsible for supporting the Company’s strategic goals by incorporating social, ethical and environmental objectives in its operations and relations with stakeholders. The Committee also supervises the implementation of the Corporate Social Responsibility Strategy and monitors corporate management practices for compliance with the ‘Core Values and Standards of Conduct of PKN ORLEN’. The Committee’s responsibilities further include a periodic assessment of the Company’s CSR activity and approval of the annual CSR report.

The duties of each Supervisory Board standing committee are defined by the Rules of Procedure for the PKN ORLEN Supervisory Board, while the detailed scope of work performed by the committees in a given year is provided in the PKN ORLEN Supervisory Board’s annual report prepared for the Company’s Annual General Meeting.

As at December 31st 2014, the Supervisory Board was composed of eight men and one woman. The age structure of the Supervisory Board members as at December 31st 2014 was as follows:

  • 30–50 years of age: 3 persons;
  • over 50 years of age: 6 persons.

For rore information about the Supervisory Board see: http://www.orlen.pl/EN/Company/SupervisoryBoard/Pages/default.aspx

For the 2014 report from the PKN ORLEN Supervisory Board see: http://www.orlen.pl/EN/Company/SupervisoryBoard/Pages/ReportsfromtheSupervisoryBoard.aspx