The work of the Management Board shall be organized by its President. In the event of a vacancy in the position of the President of the Management Board or during a break in his/her management operations, the powers of the President of the Management Board to convene and conduct meetings, as well as to pass resolutions of the Management Board outside the meeting, shall be exercised by a Member of the Management Board authorized by the President of the Management Board, or in the absence of an actual possibility of issuing or delegating authorisation by the most senior Member of the Management Board. Members of the Management Board are obliged to participate in meetings of the Management Board.
The scope of the Management Board’s responsibilities includes all aspects of the Company’s affairs, except for the instances reserved in the Commercial Companies and Partnerships Code and the Statutes of the Company and other mandatory provisions of law as regards the competences of the General Meeting of KGHM Polska Miedź S.A. or the Supervisory Board of KGHM Polska Miedź S.A.
GRI
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2-9
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2-10
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2-11
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2-12
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2-13
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2-14
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2-18
The principles of appointing and dismissing the Members of the Management Board
According to the Company’s Statutes, the Management Board of the Company shall be composed of 1 to 7 persons, appointed to a mutual term of office. The term of office of the Management Board lasts three consecutive years. The number of members of the Management Board shall be determined by the Supervisory Board of KGHM Polska Miedź S.A., which appoints and dismisses the President of the Management Board and the Vice Presidents.
The KGHM Polska Miedź S.A. Supervisory Board appoints the members of the Management Board following the conduct of qualification proceedings, the goal of which is to review and evaluate the qualifications of candidates and to select the best candidate for a member of the Management Board. Members of the Management Board may be dismissed by the Supervisory Board of KGHM Polska Miedź S.A prior to the expiration of their term, which no shall interfere with their rights arising from their employment contract or other legal relationship relating to their functioning as a member of the Management Board.
The manner of operation of the Management Board
The Management Board acts on the basis of established law, the Statutes of the Company and the Bylaws of the Management Board of KGHM Polska Miedź S.A. The Bylaws of the Management Board of KGHM Polska Miedź S.A. and Statutes of the Company is publicly available at the corporate website at https://kghm.com/en/investors/corporate-governance.
The presence of at least two-thirds of the Management Board at a meeting shall be required in order for resolutions to be valid. Resolutions of the Management Board shall be adopted by an ordinary majority of votes of those present. In the case of a tie, the President of the Management Board has the deciding vote. The Resolutions of the Management Board are taken in open voting, unless the law provides otherwise or at least one of Members of the Management Board requests a secret ballot. In justified circumstances, voting shall be permitted through written means, or through the use of long-distance means of direct communication. A resolution passed in this manner shall be valid if all Members of the Management Board were informed of the wording of the proposed resolution and at least two-thirds of the Management Board participated in the vote.
Biograms and responsibilities of Management Board Members
Tomasz Zdzikot
President of the Management Board
From April 2020 he served as President of the Management Board of Poczta Polska S.A. He is also deputy chairman of the supervisory board of EXATEL S.A. In the years 2020-2021 he was chairman of the supervisory board of Poczta Polska Usługi Cyfrowe Sp. z o.o.
From November 2021 Chairman of the Social Advisory Team of the Minister of National Defence for Cyber Security. In December 2021 he was appointed by the President of the Republic of Poland Andrzej Duda to the Council for Security and Defence under the National Development Council.
Previously (2018-2020) he worked in the position of Secretary of State in the Ministry of National Defence.
In these years he also served in the function of Plenipotentiary to the Minister of National Defence for Cybersecurity. He was responsible among others for developing, implementing and advancing the program to enhance the capabilities of the Polish Armed Forces to operate in cyberspace.
From 2015 as a Deputy Minister he was associated with the Ministry of the Interior and Administration. He was also Government Plenipotentiary for Preparing State Administration Bodies for Cooperation with the Schengen Information System and Visa Information System.
In the past, he also served as an advisor to the Deputy Mayor of Warsaw and advisor to the Masovian Voivode. He was vice president of Centrum Bankowo-Finansowe „Nowy Świat” S.A. – a State Treasury company, and of the University of Warsaw Foundation. For many years he worked in the Legal Department of the Office of the National Broadcasting Council, including as deputy director of the department.
Attorney-at-law, member of the Warsaw Bar Association, graduate of the Faculty of Law at Cardinal Stefan Wyszyński University in Warsaw and of doctoral studies at the Institute of Legal Sciences of the Polish Academy of Sciences. He has also completed, among others, the Top Public Executive program organised by the IESE Business School in Barcelona and Lech Kaczyński National School of Public Administration, as well as MBA studies in Cybersecurity at the Cybernetics faculty of the Jarosław Dąbrowski Military University of Technology in Warsaw, as well as Post-Graduate Studies in Cybersecurity at the faculty of Command and Naval Operations of the Heroes of Westerplatte Naval Academy in Gdynia.
COMPETENCIES:
- management of corporate risk, compliance and internal audit and control
- the Company’s Strategy and Sustainable Development Policy
- security and preventing losses
- corporate governance
- activities related to communications and corporate image-building and relations with the external business environment
- human resources management
- development projects in the field of energy
- providing legal services to the Company’s bodies with the exception of the Supervisory Board
acting Vice President of the Management Board (Development)1
- R&D policy, innovation and intellectual property
- investment and development processes
- managing projects and programs
- development of resources base in Poland
- purchasing processes
- development of the mining and production structure
Mateusz Wodejko
Vice President of the Management Board (Finance)
From October 2022 served as Executive Director for Investments and Executive Director for Strategy in KGHM Polska Miedź S.A.
From October 2020 to October 2022 he served as Vice President of the Management Board (Finance) in Poczta Polska S.A. Also served as Vice President of the Management Board in the company PERN S.A. (2018-2020) and as a Member of the Management Board (finance) in the company Operator Logistyczny Paliw Płynnych Sp. z o.o. (2016-2018). Previously he also held management positions in the PGNiG and BOŚ groups as well as NBP.
He has been a member of the supervisory boards and management boards of many capital companies, where among others he served as Chairman and Deputy Chairman.
A graduate of the Warsaw School of Economics with a major in Finance and Banking, as well as of the University of Warsaw’s Institute of International Relations. He also completed postgraduate studies in Accounting and Corporate Finance at the Warsaw School of Economics. He expanded his professional competence during courses, amongst others in International Financial Reporting Standards, financial audit and internal control, as well as financial risk management as well as valuation and accounting principles of derivatives.
COMPETENCIES:
- financial and taxation policy
- accounting services
- reporting and publishing obligations
- investor relations
- the activities of the Data Centre Division (COPI)
Mirosław Kidoń
Vice President of the Management Board (International Assets)
A graduate of the Faculty of Law and Administration at the University of Warsaw.
Associated with the Group since the beginning of 2000. Until the date of appointment to the Management Board of KGHM Polska Miedź S.A. he worked among others as a shift foreman, Senior foreman for Production and head of production in the Concentrators Division. In the years 2017-2018 he was Executive Director of the Concentrators Division of KGHM Polska Miedź S.A. and subsequently from 2018 he served as General Manager (CEO) in Sierra Gorda S.C.M. in Chile.
He was responsible for planning the development of the main production line and for managing organisational structures in the divisions of KGHM Polska Miedź S.A. as well as in companies of the KGHM Polska Miedź S.A. Group.
A graduate of Politechnika Zielonogórska (Technical University of Zielona Góra), an engineer of the Primary Technical Problems Faculty (Wydział Podstawowych Problemów Techniki) specialising in Management and Marketing. He completed post-graduate studies in „Minerals processing – Mineral engineering” at Wrocław University of Science and Technology as well as „Lean Six Sigma Transformation” at the Wroclaw University of Economics and Business.
He has many years of professional experience in production management and planning as well as in the area of mining technology. He perfected his skills in companies of the KGHM Polska Miedź S.A. Group in Poland and abroad.
COMPETENCIES:
- strategy for the international assets
- developing the international resource base
- international exploration and resource projects
- substantive oversight over the international production subsidiaries
- shaping of commercial and logistics policies
- identification of international development opportunities
Marek Świder
Vice President of the Management Board (Production)
Since the start of his professional career, i.e. since 1996, he has been connected with KGHM Polska Miedź S.A., where he has held positions such as Executive Director of the Rudna Mine, Executive Director for Mining in the International Assets, Chief Mining Engineer and Director of the Projects Management Department. In the years 2015-2016 he was responsible for production in the position of Vice President, Production Control in KGHM INTERNATIONAL LTD.
Until 14 March 2022 he served as Executive Director of the Polkowice-Sieroszowice Mine Division of KGHM Polska Miedź S.A., where he managed the production structure.
He has mainly been responsible for planning the development of the core production line, searching for and implementing new technology and methods for managing organisational structures in the copper company.
He is a graduate of Wrocław University of Science and Technology and has a Master’s Degree in Mine Engineering with specialisation in techniques for mining underground deposits. He has completed post-graduate studies in costs management as well as MBA studies – Master of Business Administration.
He has many years of professional experience in strategic planning, management and mining technology which he acquired during work both in Poland and in the international production assets of the KGHM Polska Miedź S.A. Group.
COMPETENCIES:
- current production and the development of mine and metallurgical production
- occupational health and safety and control over the environmental risk
- the goals of the Energy Strategy
- management systems
- integrated supply chain management
Marek Pietrzak
Vice President of the Management Board (Corporate Affairs)
Until October 2021 he served as President of the Management Board of Orlen Asfalt Sp. z o.o. Currently, he serves as Chairman of the Supervisory Board of Polskie Radio Regionalna Rozgłośnia w Warszawie, Radio dla Ciebie S.A. and as a member of the Supervisory Board of Alior Bank S.A. From December 2016 until October 2021 he served as a Member of the Supervisory Board of KGHM Polska Miedź S.A.
A graduate of the Department of Law and Administration of Łazarski University in Warsaw and the Private Higher School of Business and Administration in Warsaw. In 2013, he finished his legal adviser apprenticeship in the District Chamber of Legal Advisers in Warsaw and was licensed to perform the profession. He also finished management and business studies (MBA) at the Warsaw Management University, accredited by the Apsley Business School of London and was granted the title of Executive Master of Business Administration. A graduate of post-graduate studies in Accounting and Corporate Finance of the SGH Warsaw School of Economics.
He has professional experience in public administration and practical experience in the supervision and management of commercial law companies, including those where the State Treasury is one of the shareholders.
COMPETENCIES:
- corporate oversight over subsidiaries in Poland and abroad
- the uniformity of internal regulations to maintain consistent operating principles
- ensuring legal services for the statutory bodies of the Company with regard to the Supervisory Board
- supervision of the functioning of the KGHM Polska Miedź Foundation as well as other organisations serving the public
Composition of the Management Board of KGHM Polska Miedź S.A. in 2022
1,2 Tomasz Zdzikot also served as the Acting President of the Management Board (from 12 October to 3 November 2022), acting Vice President of the Management Board (Development) (from 4 November to 31 December 2022) and as acting Vice President of the Management Board (Finance) (from 7 December 2022 to 20 December 2022).
3 Marek Świder served as the Acting Vice President of the Management Board (International Assets) from 12 October 2022 to 9 December 2022.