The Supervisory Board of the Parent Entity
The Supervisory Board of KGHM Polska Miedź S.A. is the permanent supervisory authority of KGHM Polska Miedź S.A., in all of the Company’s functional areas. This function is exercised among others through the right to receive cyclical or advisory information from the Company concerning its assets, as well as important circumstances involving the Company’s affairs, in particular in terms of the operations, investments and staff.
The detailed scope of duties of the Supervisory Board and the manner of its proceedings is described in the Statutes of the Company and the Bylaws of the Supervisory Board of KGHM Polska Miedź S.A.
The principles of appointing and dismissing the Members of the Supervisory Board
According to the Company’s Statutes the Supervisory Board shall be composed of 7 to 10 persons appointed by the General Meeting, including at least 3 members elected by KGHM Group employees. The Supervisory Board Members are appointed for a mutual term of office, which lasts three years. Before the end of term of office the mandate of the Supervisory Board Members expires in case of resignation, death or dismissing the Member by the General Meeting.
The manner of operation of the Supervisory Board
The Supervisory Board acts on the basis of established law, the Statutes of the Company and the Bylaws of the Supervisory Board of KGHM Polska Miedź S.A. The Bylaws of the Supervisory Board of KGHM Polska Miedź S.A. and Statutes of the Company is publicly available at the corporate website at www.kghm.com.
The Supervisory Board shall select from among its members a Chairman of the Supervisory Board, his deputy and, if necessary, a Secretary.
For the validity of the Supervisory Board it is required to invite all Members of the Supervisory Board. The Supervisory Board adopts resolutions by an absolute majority of votes in the presence of at least one-half of its members. The voting is open, unless the law provides otherwise or any Members of the Supervisory Board requests a secret ballot.
In justified instances the Supervisory Board may also pass resolutions in written form 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 Supervisory Board were informed of the wording of the proposed resolution and in the presence of at least one-half of the Members of the Supervisory Board.
The Supervisory Board should be convened at least once a quarter. In 2022, 14 meetings of the Supervisory Board were held. The absence of Members of the Supervisory Board was incidental and did not affect its work. In 2022, the Supervisory Board adopted five resolutions to justify the absence of a Member of the Supervisory Board at the meeting.
Biograms of Members of the Supervisory Board
Agnieszka Winnik-Kalemba – Chairwoman of the Supervisory Board
Attorney, graduate of the Department of Law of Wrocław University. She completed postgraduate studies Public Administration at Georgetown University in Washington D.C.; and of the faculty of Public Administration and Business Law at the University of Kentucky.
She passed her bar exam in 2003 under the District Bar Council in Wrocław and was licensed to work in the profession.
Since 2003 owner of a Law Office. In the years 2006-2010 served as an advisor and regular associate of the late Member of Parliament Aleksandra Natalli-Świat. In the years 1999-2003 gained experience as an apprentice attorney-at-law at Kazimierz Cyrklewicz’s Law Office in Wrocław. Previously she was Manager of the Legal Services Office of the Lower Silesia Marshal’s Office in Wrocław and was Legal Assistant to the Chairman of the Chamber of Regions of the European Council in Strasbourg, Parliament of the Voivodeship of Wrocław. Also gained experience as Legal Assistant in the Law Offices of Bowles, Keating, Matuszewicz & Fiordalisi Chicago – Milan – Rome, a Partnership of Professional Corporation, Chicago USA. In the years of 2006-2008 was the Member of the Supervisory Board of PKO Bank Polski S.A., and in 2016 was Deputy Chairwoman of the Supervisory Board of PKO Bank Polski S.A. Currently, she is a Member of the Supervisory Board of PKO Bank Polski S.A.
Katarzyna Krupa – Deputy Chairwoman of the Supervisory Board
Graduate of the Faculty of Management at the University of Warsaw. Employee of the Ministry of State Assets, where she is involved in supervisory work in the section responsible for the supervision of companies with a majority interest held by the State Treasury. In the years 1998-2017 she was an employee of the Ministry of the State Treasury, subsequently of the Ministry of Development, engaged in tasks involving ownership transformation and ownership supervision. She gained professional skills by working in corporate bodies. She was a member among others in supervisory boards of companies: Zakłady Azotowe Puławy S.A., Kopex S.A., Warmińsko-Mazurska Specjalna Strefa Ekonomiczna S.A.
Has many years of experience in conducting ownership supervision of companies with a majority interest held by the State Treasury and in transactions on the capital market.
Wojciech Zarzycki – Secretary of the Supervisory Board
In 2004 he obtained his master’s degree from the Faculty of Economics at Poznań University of Economics and Business. He has been a statutory auditor since 2008 and he is a Member of the Polish Chamber of Statutory Auditors. Since 2009 he has been a Member of the Association of Chartered Certified Accountants (ACCA), and since 2022 he has held the title of Chartered Financial Analyst (CFA) in the United States, and is a member of the CFA Institute and CFA Society Poland.
Since 2011 employed as a Manager, and subsequently as a Financial Director of companies of the Allianz Group in Poland (prior to the merger of Aviva Group companies). From 2016 to 2022 he was a Member of the Supervisory Board of KGHM TFI S.A.
From 2005 to 2011 he worked as an Auditor in the company KPMG Audyt, conducting audits of the financial statements of insurance companies. From 2003 to 2005 he worked as an Accountant in the company Morison Finansista-Finlex.
Józef Czyczerski
Secondary technical education. Since 1979 employed in the Rudna Mine of KGHM Polska Miedź S.A. as an underground electromechanic. Chairman of the trade union Krajowa Sekcja Górnictwa Rud Miedzi NSZZ Solidarność. Employee-elected member of the Supervisory Board of KGHM Polska Miedź S.A. in the years 1999-2011, and then from 2014.
Przemysław Darowski
Has higher technical education. Professional work commenced in 1997 as a metallurgist, next as a railways rolling stock Specialist in Pol-Miedź Trans Sp. z o.o. From 2003 Head of the Unit responsible for maintenance planning and settlement as well as Maintenance Control, subsequently Head of the Railways Operations Unit in Głogów. From 2006 Senior Specialist / Commissioner of the Railway Cars Maintenance Handover Unit. Cooperated with the Gmina (municipality) of Legnica, on behalf of which Zespół Szkół Technicznych i Ogólnokształcących im. Henryka Pobożnego (Henryk Pobożny Technical and General School Complex) in Legnica acts as regards the operation of a training and examinations centre for train drivers and candidates for train drivers.
Former member of the railways commissions in Pol-Miedź Trans which review railway accidents and incidents. Moreover, in the years 2017-2019 served as an Employee Labour Inspector. Currently Chairman of the Interdivisional Commission of the NSSZ „Solidarność” trade union in Pol-Miedź Trans. Member of the trade union Sekcja Krajowa Górnictwa Rud Miedzi NSSZ „Solidarność”. Member of the Management Board of Region Zagłębie Miedziowe of the trade union NSSZ „Solidarność”.
Andrzej Kisielewicz
Graduate of the Faculty of Mathematics and Computer Science, University of Wrocław. He received his doctorate in mathematics at the Polish Academy of Science in Warsaw. He habilitated at the University of Wrocław and was awarded the title of Professor of Mathematics in 2001. He is currently a professor at the Wrocław University of Technology.
He gained his professional experience in foreign research centres: University of Manitoba (Winnipeg, Canada, 1989-1990), Technische Hochschule Darmstadt (Germany, 1990-1992), Vanderbilt University (Nashville, USA, 2001-2002). In addition, he has held a number of short-term internships abroad, among others in France, Italy, Austria and Israel. He is the recipient of two of the world’s most prestigious academic scholarships: the Alexander von Humboldt Scholarship and the Fulbright Scholarship.
He also has many years of experience in supervisory boards. Among others, he was a member and chairman of the supervisory boards of such companies as „Spedtrans” sp. z o.o., „Teta” S.A. and PKO BP S.A.
He is the author of more than eighty scientific publications on mathematics, logic and computer science in foreign journals, as well as three books in Polish: „Logika i argumentacja” (Logic and argumentation), „Sztuczna inteligentencja i logika” (Artificial intelligence and logic), „Wprowadzenie do informatyki” (Introduction to computer science).
Bogusław Szarek
Since 1982 employed at the Sieroszowice Mine of KGHM Polska Miedź S.A. as a mining machinery and tools mechanic. Secondary technical education.
Since 1992 – Chairman of the Plant Committee of the trade union NSZZ „Solidarność” in the Sieroszowice Mine. Following the merger of the Polkowice mine with the Sieroszowice mine, since 1996 – Chairman of the Plant Committee of the trade union NSZZ „Solidarność” in the Polkowice – Sieroszowice mine. Since 2012 – employee-elected Member of the Supervisory Board of KGHM Polska Miedź S.A.
Deputy Chairman of the Board of the trade union Krajowa Sekcja Górnictwa Rud Miedzi NSZZ „Solidarność”. Treasurer of the Board of the Secretariat for Mining and Energy of the trade union NSZZ „Solidarność”. Member of the National Committee of the trade union NSZZ „Solidarność”.
Marek Wojtków
Graduate of the University of Economics in Wrocław, specialty: economic cybernetics and information technology as well as data processing and accounting. Completed postgraduate studies in occupational health and safety in the Witelon State Higher Vocational School in Legnica. He also holds the title of Executive Master of Business Administration (MBA) Collegium Humanum – Warsaw Management University.
Since 2016 he has worked in the Agency for Restructuring and Modernisation of Agriculture, and since 2019 he has served as deputy director of the regional unit in Wrocław. He is involved in among others managing and supervising the activities of county offices. He has previously held managerial positions in the areas of finance, logistics and management (ADEO Polska Group, DOMEX/AVANS/ELEKTRODOM, Jaworskie Zakłady Chemii Gospodarczej „Pollena”).
Radosław Zimroz
Graduate of Wrocław University of Science and Technology, professor of technical sciences in the discipline mining and geology. From 2017 he served as deputy dean, and since 2019 he has served as Dean of the faculty of Geoengineering, Mining and Geology of Wrocław University of Science and Technology. He is Chairman of the Underground Copper Deposit Mining Section of the Committee on Mining of the Polish Academy of Sciences.
In the years 2004-2005 he held a post-doctoral fellowship at Cranfield University (Applied Math and Computing Group), and in the years 2012-2018 he worked in KGHM Cuprum CBR in Wrocław, where he established the Systems Analytics Unit. He is the author of numerous scientific publications, and has promoted many PhDs. He participated in, or was the head of projects for Turów Brown Coal Mine (KWB Turów) and for KGHM Polska Miedź S.A., as well as for State Committee for Scientific Research (KBN), Ministry of Science and Higher Education (MNiSW), National Centre for Research and Development (NCBiR), National Science Centre (NCN). He also carried out international projects under FP7, H2020, EIT Kic Raw Materials.
He is a member of the Polish Association of Technical Diagnostics (Vice President of the Management Board, second term), the Society of Mining Professors, the Society of Mine Engineers and Technicians, the Mining Committee of the Polish Academy of Sciences (second term, currently in the presidium). Amongst the awards he has received are „Zasłużony honorowy pracownik KWB Turów” (Award for honorary employee of Turów Brown Coal Mine), „Zasłużony dla górnictwa RP” (Award of the mining industry of the Republic of Poland), an honorary award of the State Mining Authority „Zasłużony dla bezpieczeństwa w górnictwie” (Award for safety in mining). He holds the title „generał górniczy” (mining general), second degree.
Piotr Ziubroniewicz
Manager with experience in government administration as well as in non-governmental organisations. For nearly 4 years he directed the work of the Office of the Minister in the Ministry of Development and Technology, where he served as Deputy Director and Director of the Office. His previous experience was gained as an employee in local government.
He is a graduate of the Faculty of Law and Administration at the University of Opole. He also graduated from Master of Business Administration.
In January 2022 he was appointed to the position of Deputy President of National Property Resources. He served as an advisor to the Minister of the Economy. In the years 2021-2022 he was a Member of the Supervisory Board of Mesko S.A. He currently sits on the Supervisory Board of Invest-Park Development sp. z o.o.
The composition of the Supervisory Board of KGHM Polska Miedź S.A. in 2022
Supervisory Board Committees
Within the structure of the Supervisory Board are three committees which serve in an auxiliary role to the Supervisory Board in the preparation of assessments, opinions and other actions aimed at reaching decisions which must be made by the Supervisory Board. After the end of the year, the committees submit reports on their activities to the Supervisory Board. The Committees elect a Chairman from among themselves. Internal regulations on the basis of which the following Committees organize their work and their changes are adopted by the Supervisory Board.
Committees of the Supervisory Board of KGHM Polska Miedź S.A. in 2022
Responsible for supervision in the areas of financial reporting, the internal control system, risk management and internal and external audits.
The composition of the Audit Committee of KGHM Polska Miedź S.A. in 2022
In the scope of financial reporting the major tasks of the Audit Committee are as follows:
- monitoring of the financial reporting process,
- the conduct of financial review,
- conducting reviews of transactions carried out by the Company, which the Audit Committee considers as significant for the Company,
- submitting recommendations aimed at ensuring the transparency of the Company’s financial reporting process.
In the scope of internal and external audit the major tasks of the Audit Committee are as follows:
- providing an opinion on the Company’s internal audit plan and the internal audit bylaws, as well as changes in the position of internal audit director who reports directly to the President or other Member of the Management Board,
- analysis of the conclusions and recommendations of the Company’s internal audit from monitoring the degree of implementation of recommendations made by the Management Board,
- auditing and monitoring the independence of the certified auditor and the auditing firm, in particular if the auditing firm provides other services to the Company apart from auditing,
- assessing the independence of the certified auditor and expressing consent for the certified auditor to provide permitted non-auditing services in the Company,
- developing a policy for selecting an auditing firm to conduct the audit, developing a policy for the auditing firm conducting audits, through entities related to the said auditing firm and by a member of the auditing firm’s network, to provide permitted non-auditing services and setting forth the Company’s procedures for selecting an auditing firm,
- making a recommendation to the Supervisory Board on the appointment of an independent auditor to review the internal audit function.
Responsible for supervising the realisation of contracts signed with the Management Board, the remuneration system and benefits paid out in the Company and Group, training and other benefits provided by the Company, as well as audits performed by the Supervisory Board in this regard.
Composition of the Remuneration Committee of KGHM Polska Miedź S.A. in 2022
The tasks of the Remuneration Committee are as follows:
- the management of issues related to the recruitment and employment of members of the Management Board by preparing and arranging draft documents and processes to be submitted for the acceptance of the Supervisory Board;
- the preparation of draft contracts/agreements and other sample documents related to the establishment of an employment relationship with a Member/Members of the Management Board and oversight of the execution of the contractual obligations by the parties;
- oversight of the execution of the Management Board remuneration system, in particular the preparation of settlement documents with respect to variable/exchangeable bonus elements of the remuneration in order to submit recommendations to the Supervisory Board and development of a draft report of the Supervisory Board on the remuneration of Members of the Management Board and Supervisory Board;
- monitoring and periodic assessment of the remuneration system for the Company’s senior management and, if necessary, the preparation of recommendations for the Supervisory Board;
- oversight of the proper execution of additional benefits for Members of the Management Board arising from agreements binding Members of the Management Board with the Company;
- other tasks ordered by the Supervisory Board.
Supervises the realisation of company strategy, the company’s annual and long-term operating plans, supervising the coherence of these documents, and also provides its opinion to the Supervisory Board on the strategic projects presented by the Management Board of the Company and any changes thereto, as well as on the company’s annual and long-term operating plans.
Composition of the Strategy Committee of KGHM Polska Miedź S.A. in 2022
The tasks of the Strategy Committee are as follows:
- execution on behalf of the Company’s Supervisory Board of tasks in the area of oversight of issues associated with the Company’s strategy and the annual and long-term operating plans of the Company;
- monitoring execution of the Company’s strategy by the Management Board and issuing opinions on the degree to which the existing strategy is able to deal with changes in the actual situation;
- monitoring execution of the annual and long-term operating plans of the Company by the Management Board, and assessment of whether these plans need to be modified;
- assessment of the consistency of the annual and long-term operating plans of the Company with the Company’s strategy as executed by the Management Board, and the presentation of any proposed changes in all such Company’s documents;
- submission to the Company’s Supervisory Board of its opinions regarding the draft strategies of the Company and any changes thereto and of the annual and multi-year operating plans of the Company, as presented by the Company’s Management Board, including budget;
- other tasks ordered by the Supervisory Board.