Rules with respect to the determination of remuneration for the Management Board Members of PGE S.A.
On September 9, 2016, the Act of June 9, 2016 on the principles of determining the amount of remuneration for persons managing certain companies – so called new Public Sector Salary Cap Act – came into force. The new Public Sector Salary Cap Act determines, inter alia, principles for determining remuneration in companies with a stake of the State Treasury (for example PGE), in particular determines the way in which the remuneration of the members of the Management Board and Supervisory Board is set (rules for determining remuneration of the Management Board and Supervisory Board are adopted by the General Meeting and the Supervisory Board adopts resolutions on specific conditions of the management board remuneration).The act also determines select provisions of management services agreements executed with management board members.
On December 14, 2016, the Company’s Extraordinary General Meeting, convened at the request of the Minister of Energy representing the State Treasury, adopted resolution 4 on determining the rules for remuneration for members of the Management Board of PGE S.A., subsequently changed through resolution 37 of the Company’s Ordinary General Meeting of June 27, 2017. According to this resolution, remuneration for Management Board members consists of a fixed component in the form of a monthly base salary, and a variable component constituting supplementary pay for the Company’s financial year, depended on progress in achieving management objectives. According to these General Meeting resolutions, the Supervisory Board of PGE S.A. adopted resolutions in 2017 on the execution of management services agreements with Management Board members that correspond to the rules of the new Public Sector Salary Cap Act. In 2019 the Supervisory Board determined management objectives and indicators for assessing their performance.
The total remuneration achieved by the Management Board members in 2019 amounted to PLN 7.0 million (according to PIT11). In cost perspective (including provisions), in 2019 the remuneration of all persons who acted as Management Board members of PGE S.A., amounted to PLN 7.2 million.
Rules with respect to the determination of remuneration for the Supervisory Board Members of PGE S.A.
The amounts of remuneration of the Supervisory Board Members of PGE S.A. were determined by the resolution no. 5 of the Extraordinary General Meeting of December 14, 2016 concerning the principles of determining the amount of remuneration for members of the Supervisory Board of PGE S.A., pursuant to which the monthly remuneration of members of the Supervisory Board was set as a product of the average remuneration in the business sector exclusive of profit-based bonuses in the fourth quarter of the previous year as announced by the President of the Central Statistical Office of Poland and the following factor: 1.7 (for the chairperson of the Supervisory Board), 1.5 (for the other members of the Supervisory Board). The level of remuneration set for members of the Supervisory Board of PGE S.A. corresponds to the rules specified in the new Public Sector Salary Cap Act.
Total remuneration earned in 2019 by the members of the Supervisory Board in PGE S.A. amounted to PLN 659 thousand. In cost perspective (including provisions), the remuneration of all persons who acted as Supervisory Board members amounted to PLN 733 thousand in 2019.
Pursuant to the requirement of Art. 90d section 1 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies, the Ordinary General Meeting of PGE S.A. on June 26, 2020, adopted the „Remuneration Policy for Members of the Management Board and Supervisory Board of PGE Polska Grupa Energetyczna S.A.” The full content of the remuneration policy, consistent with the principles established in the previous years, was published on the company’s website.
