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PGE Polska Grupa Energetyczna S.A. is a joint stock company. Pursuant to the Polish Commercial Companies Code, a joint stock company has the following corporate bodies:
Competences of the governing bodies are specified in the company’s statutes, the content of which is established by the company’s general meeting.
The following diagram presents a simplified management structure and the key tasks for the management board and supervisory board:
PGE Polska Grupa Energetyczna S.A. is the dominant entity in the PGE Capital Group. Furthermore, it acts as the Corporate Centre that manages the Group. The Corporate Centre makes important decisions concerning the activity of particular business lines and the strategic directions of their development.
As part of these tasks, the Corporate Centre is responsible, among others, for:
Companies managing business lines are responsible for:
Detailed competences of the general meeting of PGE Polska Grupa Energetyczna S.A. include:
Resolutions of the General Meeting are passed with an absolute majority of votes, subject to other provisions of the Code of Commercial Companies and the Company’s statutes. One share entitles to one vote at the General Meeting.
Detailed rules for the General Meeting are specified in the Polish Commercial Companies Code and the Company’s statutes. Additional issues related to General Meetings are regulated by the General Meeting Rules.
The Company’s statutes and the General Meeting Rules are available at PGE’s website.
The supervisory board of a public limited company is a control body in relation to the company’s management board and exercises continuous supervision over the company’s activities in all of its operating areas.
According to the statutes, PGE’s Supervisory Board includes from five to nine members, who are selected by shareholders during a general meeting. In the case of PGE, the largest shareholder – State Treasury – holds additional authorisation to appoint one supervisory board member through a decision delivered to the Management Board.
In 2019, PGE’s Supervisory Board held 14 meetings and adopted 109 resolutions.
In 2019 the Supervisory Board composition was as follows.
| Name and surname | Position |
|---|---|
| Anna Kowalik | Chairman of the Supervisory Board |
| Artur Składanek | Vice-Chairman of the Supervisory Board – independent |
| Grzegorz Kuczyński | Secretary of the Supervisory Board – independent |
| Janina Goss | Supervisory Board Member – independent |
| Tomasz Hapunowicz | Supervisory Board Member – independent |
| Mieczysław Sawaryn | Supervisory Board Member – independent |
| Jerzy Sawicki | Supervisory Board Member – independent |
| Radosław Winiarski | Supervisory Board Member |
At the date on which this report was published, PGE’s Supervisory Board consisted of above 8 members.
| First and last name | Function | Bio |
|---|---|---|
| Anna Kowalik | Chairperson of the Supervisory Board Audit Committee, Nomination and Remuneration Committee, Strategy and Development Committee | Legal counsel. Currently employed at the Ministry of State Assets, previously had been with the State Treasury and Ministry of Energy for many years. Extensive experience in supervising the operations of companies with State Treasury shareholdings. Lecturer in the field of commercial and civil law. |
| Grzegorz Kuczyński | Secretary of the Supervisory Board, Audit Committee, Corporate Governance Committee, Strategy and Development Committee | PhD in civil law. Before training as a lawyer he trained as a judge. Since 2007 a partner of the law firm Gotkowicz, Kosmus, Kuczyński & Partners. Adjunct at the Department of Law and Administration of the University of Gdańsk. |
| Janina Goss | Member of the Supervisory Board, Audit Committee, Nomination and Remuneration Committee | Legal counsel. From 2012, member of the management board of Srebrna Sp. z o.o. In 2009-2010 she was a member of Polskie Radio S.A.’s supervisory board, including for two years as chairperson. |
| Mieczysław Sawaryn | Member of the Supervisory Board, Strategy and Development Committee, Nomination and Remuneration Committee | Since 2014, mayor of the town and municipality of Gryfino. In years 2011-2014 and 1999-2007 he ran his own law firm. In 2006-2011 Mr. Mieczysław Sawaryn was employed at ZEDO S.A., at first as CEO and then as Director of Human Resources and Law, being responsible for consolidation of ZEDO S.A. within PGE Group. |
| Tomasz Hapunowicz | Member of the Supervisory Board, Strategy and Development Committee, Corporate Governance Committee | Mayor of Zbuczyn municipality since 2010. From November 2016, member of Torpol S.A.’s supervisory board. Prior to that, he managed a culture institution and worked as expert on funds. He has experience in implementing investments co-funded by the EU. Author and coordinator of tens of projects co-funded by the EU. |
| Jerzy Sawicki | Member of the Supervisory Board, Nomination and Remuneration Committee, Corporate Governance Committee, Strategy and Development Committee. | A legal counsel. For years have worked for law firms in Poland and earlier in Germany, being responsible for business advisory in matters of economic, civil and administrative law. |
| Artur Składanek | Deputy Chairperson of the Supervisory Board, Strategy and Development Committee, Audit Committee | Engineer. Director for Production at Finpol Rohr sp. z o.o. since January 2008 (with the company since June 2007, initially as production specialist). Ran his own business (AWI – Przedsiębiorstwo Wielobranżowe) between 1994 and 2007. |
| Radosław Winiarski | Member of the Supervisory Board, Strategy and Development Committee, Audit Committee. | PhD in Economics. Employee of the Ministry of State Assets, previously he had worked at the Ministry of Energy as a Head of the Section within the Department of Supervision and Ownership Policy. In years 2007-2016 he was employed in the Ministry of State Treasury. Since 2001 he has been working as a researcher at the Faculty of Management at the University of Warsaw. |
The following charts depict the diversity of PGE’s Supervisory Board.
PGE fulfils the rule II.Z.3 of Best Practices for WSE-Listed Companies, pursuant to which at least two Supervisory Board members should meet the independence criteria – in our case, the number of members who have declared compliance with independence criteria is six.
According to Best Practices for WSE-Listed Companies (DPSN 2016), a person who is an employee of a company, subsidiary or affiliate, as well as a person associated with such entities with a similar agreement, cannot be deemed as meeting the criteria of independence. Association with a shareholder excluding the attribute of independence of a supervisory board’s member within the meaning of the DPSN 2016 rule is also understood as actual and essential relations with a shareholder with at least 5% of the total number of votes in the company
The full criteria of independence of supervisory council members are specified in the Appendix II to the European Committee’s Recommendation no. 2005/162/EC of 15 February 2005 concerning the role of non-executive directors or directors who are members of supervisory councils in stock-listed companies and (supervisory) council committees.
In terms of the criteria of independence of the supervisory board’s audit committee members, Article 129 paragraph 3 of the Statutory Auditors Act applies, stating that most audit committee members, including the chairman, is independent of the given public interest entity (in this case, the issuer of securities).
PGE’s Supervisory Board has the following permanent committees: Audit Committee, Strategy and Development Committee, Nomination and Remuneration Committee, Corporate Governance Committee.
A detailed scope of competences for each of the Supervisory Board’s permanent committees is presented in the Supervisory Board Regulations, available at PGE S.A.’s website.
The task of the Audit Committee is assessment of the correctness and effectiveness of internal control at PGE S.A. and PGE Group and cooperation with the statutory auditors of the Company. The Audit Committee’s tasks include in particular defining the rules for selecting an audit firm to audit the Company’s financial statements and monitoring the Company’s financial reporting.
The Committee held 9 meetings in 2019.
3 members of the Audit Committee (Janina Goss, Grzegorz Kuczyński, Artur Składanek) met the criterion of independence according to the requirement resulting from the Act on statutory auditors, auditing companies and public supervision (Polish Journal of Laws; Dz. U. of 2017, item 1089).
The Corporate Governance Committee evaluates implementation of corporate governance principles at the Company and presents the Supervisory Board with initiatives in this area, provides opinions on normative acts and other documents of the Company presented to the Supervisory Board, which considerably affect the corporate governance, initiates and prepares proposals of changes in normative acts of the Supervisory Board.
The Committee held 1 meeting in 2019.
The Strategy and Development Committee provides opinions and recommendations to the Supervisory Board regarding planned investments that considerably affect the Company’s assets.
The Committee held 2 meetings in 2019.
The Nomination and Remuneration Committee is responsible for facilitating achievement of strategic goals of the Company by presenting the Supervisory Board with opinions and motions on the development of the management structure, including remuneration system and selection of properly qualified personnel.
The Committee held 4 meetings in 2019.
| Name and surname of the member of the Supervisory Board | Audit Committee | Corporate Governance Committee | Strategy and Development Committee | Appointment and Remuneration Committee |
| Janina Goss | Member | Member | ||
| Tomasz Hapunowicz | Chairman | Member | ||
| Anna Kowalik | Member | Member | Member | |
| Grzegorz Kuczyński | Chairman | Member | Member | |
| Mieczysław Sawaryn | Member | Chairman | ||
| Jerzy Sawicki | Member | Member | Member | |
| Artur Składanek | Member | Chairman | ||
| Radosław Winiarski | Member | Member |
Currently, at the date on which this report is published (July 2020), the Management Board of PGE Polska Grupa Energetyczna S.A. consists of 5 members.
Mr. Wojciech Dąbrowski has been working as a manager in the energy sector for ten years. From November 2017 to February 2020, he was the President of the Management Board of the PGE Energia Ciepła S.A., where he completed the process of Polish heat industry asset integration, acquired by PGE Polska Grupa Energetyczna S.A. from the French company EDF. He created a strong business line within the PGE S.A. Capital Group. In 2019, he completed the process of heat assets integration, which was a part of a broader business initiative by the PGE Capital Group. From January 2016 to November 2017, he was President of the Management Board of the PGNiG Termika S.A., where he completed the process of acquisition in PEC Jastrzębie and SEJ Jastrzębie, strengthening the market position of PGNiG Termika. Between 2011 and 2016, he was Vice-President of the Municipal Heat Energy Company in Wołomin Ltd.
He graduated from the Faculty of Law and Administration at the University of Warsaw, where he was awarded a Master of Law degree. He later completed postgraduate studies at the Warsaw University of Technology, in the Faculty of Power and Aeronautical Engineering, in the area of steam exploitation, gas and steam-gas power plants, combined heat and power plants. Moreover, he is a graduate of the Leon Kozminski Academy of Entrepreneurship and Management, and he can boast a further degree from the University of Warsaw, in Management in Public Administration.
Mr. Wojciech Dąbrowski has many years of experience in management, both in central and local governments. His main area of focus was investment and legal consultation in the area of obtaining funds from the EU. He also led expert teams in the realization of investments. He supervised modernization and investment projects in the M&A area, as well as restructuring and development schemes in companies striving to improve their operations and profitability.
In 2019, he was appointed President of the PTEZ (Polish Association of Professional Heat and Power Plants) by the National Assembly of PTEZ Members. He is a member of the Management Board of the Polish Electricity Association (PKEE) and Regulating Committee (Komitet Sterujący) for scientific research and development in the sphere of security and national defense at the National Center for Research and Development.
He participates in public debates which are chiefly concerned with development within the energy sector, environment protection, waste management and energy security. He has advocated active cooperation with local governments and local heating distributors, which has contributed to the development of the local heat markets and consequently improved the cleanliness of the natural environment and quality of life in local communities. He has supported and promoted cogeneration technology as the most effective and environmentally-friendly means of producing electricity and heat. He has also taken part in a program for the development of support scheme for cogeneration.
Doctor of Law, specializes in providing legal services to commercial law companies and public finance sector entities. For many years, he provided legal services to capital companies in the manufacturing, transport and construction industries, as well as local government units and organizational units of the State Treasury. Mr Cioch has experience in the implementation of corporate governance in capital companies. Since 2007, the owner of the Law Firm of Attorney-at-Law – dr Paweł Cioch, and since 2016 the Managing Partner of the law firm Cioch & Partnerzy. At the same time, since 2018 he has been the Legal Advisor of the Marshal of the Lublin Province. In addition, he is the Chairman of the Regional Development Council.
In 2007-2015, assistant professor at the Department of Civil Procedure at the John Paul II Catholic University of Lublin (KUL). He was also a lecturer at the College of Finance and Banking in Radom and the College of Entrepreneurship and Administration in Lublin in the field of securities law. From 2013, lecturer at the Bar Association of Attorneys-at-Law in Lublin in the field of civil proceedings.
A graduate of the Faculty of Law, Canon Law and Administration of the Catholic University of Lublin in 2003. In 2006 he completed a judicial apprenticeship completed with a judicial exam at the Court of Appeal in Rzeszów, as well as obtained a PhD in legal sciences at KUL and was registered on the roll of attorneys-at-law.
He is the author of several dozen scientific publications in the field of civil procedure law and commercial law, including monographs, articles, some comments to the Code of Civil Procedure and encyclopedic entries.
Mr. Paweł Strączyński graduated from University of Economics in Wrocław, Faculty of National Economy, major: finance and banking and Master of Business Administration – Executive MBA, specialisation in management of medium and large enterprises.
Since November 2018 he has held position of the Vice-President of the Management Board of Zespół Elektrociepłowni Wrocławskich KOGENERACJA S.A. From April 2018 til February 2019, a Vice-President of the Management Board of ZOWER Sp. z o.o. (a company from the PGE Energia Ciepła S.A. group). From 2016 to 2018, Member of the Management Board of Przedsiębiorstwo Energetyki Cieplnej S.A., of Spółka Energetyczna „Jastrzębie” S.A., and of PGNiG Termika Energetyka Przemysłowa S.A. In the years 2010-2012, he was a Member of the Management Board of PROTEKTOR S.A., and then of the companies in Polska Grupa Biogazowa (the Polish Biogas Group). In 2005-2010, he was the finance director and proxy of the Polish division of Steinhoff International Holding. In the years 2002-2005, he was the Chief Accountant in the company ASP Polska sp. o.o.
Mr. Paweł Śliwa graduated from Law and Administration Faculty at the Maria Curie-Skłodowska University in Lublin, branch in Rzeszów. He completed PhD studies on the Cardinal Stefan Wyszyński University in Warsaw. Completed attorney apprenticeship in Regional Bar Council in Rzeszów.
Mr. Paweł Śliwa has held the position of the Vice-President of the Management Board of PGE since March 2016. From March 1, 2016 till March 22, 2016 he held a position of the Supervisory Board member of PGE. From 2002 till March 2016 Mr. Paweł Śliwa ran a Law Firm in Gorlice. Since October 2010 a councilor in the legislative assembly of Małopolskie voivodship. In years 2005-2012 ran a Solicitor’s Partnership in Gorlice. In years 2006-2007 he held the position of the Vice-Chairman of the Supervisory Board of Ruch S.A.
Mr. Ryszard Wasiłek graduated from the Faculty of Mechanical Engineering at the Szczecin University of Technology, and completed postgraduate studies District Heating and Heating of the Warsaw University of Technology, Faculty of Environmental Engineering.
Mr. Ryszard Wasiłek has held the position in the Management Board of PGE since March 2016 – first as the Vice-President fo Development, and since February 2017 as Vice-President for Operations. Earlier, he had been the President of the Management Board of a district heating company Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. in Stargard (2003-2016). In years 1994-2003 worked at KielArt Sp. z o.o. in Szczecin as CEO – Chairman and in years 1990-1994 Mr. Ryszard Wasiłek served as the Deputy President of Stargard, responsible for economic policy.
Since 2016 Mr. Ryszard Wasiłek has been sitting on the Board of Chamber of Commerce of Energy and Environmental Protection. Earlier he used to be a Member of the Council of the Stargard Chamber of Commerce (2004-2016), a Member of the Regional Council of the Polish Chamber of District Heating – North-Western Region (2010-2016), a Member of the National Council of the Polish Chamber of District Heating (2014-2016). In years 1993-1994 Ryszard Wasiłek was also the President of the Western Pomerania Municipal Community “Euroregion Pomerania”.
The following diagram shows the experience of members of PGE’s Management Board
The management board of a public limited company conducts the company’s affairs and represents it in all activities in and out of court. The management board is responsible for managing the company’s on-going business, e.g. making economic decisions, representing the company before administrative or government authorities and signing agreements with other entities. The activities of the management board and the achievement of objectives are monitored by the supervisory board, and the company’s annual ordinary general meeting adopts resolutions on votes of approval – an evaluation of the work performed by management board members in the most recent financial year.
At PGE Polska Grupa Energetyczna S.A., the Management Board’s competences include all matters related to conducting the Company’s affairs such as are not reserved by law or the statutes for the General Meeting or the Supervisory Board.
The modus operandi of the Management Board and internal division of competence among Management Board members as regards managing the Company’s affairs are specified in regulations of the Management Board (available at the Company’s website).
Irrespective of the above-mentioned matters, resolutions of the Management Board are required for any matter referred by the Management Board to the Supervisory Board or the General Meeting.
During whole 2018 the Management Board had the following composition:
| Name and surname of the Management Board | Position |
|---|---|
| Henryk Baranowski | President of the Management Board |
| Wojciech Kowalczyk | Vice-President for Capital Investments |
| Marek Pastuszko | Vice-President for Corporate Affairs |
| Paweł Śliwa | Vice-President for Innovations |
| Ryszard Wasiłek | Vice-President for Operations |
| Emil Wojtowicz | Vice-President for Finance |
Following the expiry of the tenth term of office of the Management Board, on February 19, 2020 the Supervisory Board of PGE Polska Grupa Energetyczna S.A. dismissed all Members of the Management Board.
After a competitive procedure, on February 19, 2020 the Supervisory Board of PGE Polska Grupa Energetyczna S.A. appointed the following Members of the Company’s Management Board for the eleventh term of office:
| Name and surname of the Management Board |
Position | |
|---|---|---|
| Wojciech Dąbrowski | President of the Management Board | from February 20, 2020 |
| Paweł Cioch | Vice-President for Corporate Affairs | from February 24, 2020 |
| Paweł Strączyński | Vice-President for Finance | from February 24, 2020 |
| Paweł Śliwa | Vice-President for Innovations | from February 20, 2020 |
| Ryszard Wasiłek | Vice-President for Operations | from February 20, 2020 |
As at the publication date of this report, the composition of the Company’s Management Board has not changed.
The following diagram presents the organisational structure and responsibility of each member of the Management Board as at the date on which this report was published.
As a company listed on the Warsaw Stock Exchange, we apply the corporate governance rules specified in Best Practices for WSE-Listed Companies.
More on corporate governance rules and best practices.
Here you can find a statement on PGE’s application of rules and best practices.
Aside from the rules specified in Best Practices, PGE tries to maintain the best possible communications with capital market participants by publishing materials that respond to investor needs, such as:
– PGE in transition with information about PGE Group, ESG aspects an strategic development goals
– multiple-year file with the Group’s quarterly data, available in the analyst section
– Analyst tool kit with a release for investors after each earnings publication and key financial data for the period, e.g. after FY2019 results
The Company also publishes estimated financial and operating data for each reporting period in the form of current reports.
We also publish other materials in the analytics’ zone – in response to the increasing interest in the new solution of the capacity market, we published 4 presentations concerning the main capacity market auctions for 2021, 2022, 2013 and 2024. Following the announcement of the offshore programme execution, we published a presentation concerning the Offshore Wind Farm Construction Programme in the Baltic Sea.
As a responsible business, we continually strive to optimally manage the Group and to apply corporate governance rules and the highest standards of conduct. We also responsibly manage ecological, social and ethical factors.
On September 3, 2019, the Warsaw Stock Exchange began publishing the WIG-ESG index. The index is published on the basis of the value of the portfolio of shares of companies considered socially responsible, i.e. those that comply with the principles of socially responsible business, in particular with regard to environmental, social, economic and corporate governance issues. The shares of companies in the WIG-ESG index are determined on the basis of the number of free-float shares, taking into account the ESG Ranking (ESG ratio) and the assessment of the application of the principles of the Code of Best Practice (KDP ratio). PGE shares are included in the WIG-ESG index and their share in the portfolio is approx. 1.8%.
The ESG ranking of companies, which is one of the criteria for determining the weights in the index, is based on Sustainalytics reports. Sustainalytics, an international company specializing in the provision of ESG services, determines company scoring based on publicly available information published by companies. The following data are analyzed: annual reports of companies, reports on non-financial data, information provided on websites. The Sustainalytics methodology assesses ESG risk, i.e. measures the industry’s exposure to specific risks related to ESG criteria and assesses how the company manages these risks.
The shares of companies in the index will also depend on the level of compliance with the corporate governance rules contained in the „Best Practices of WSE Listed Companies 2016”. Based on the published statements of the companies in this regard, the Warsaw Stock Exchange assigns weightings to companies depending on the number of applied rules and the quality of the published statements.
