Management Board

The WSE Management Board consists of four members, including the President of the Management Board.

Composition of the Management Board of Giełda Papierów Wartościowych w Warszawie S.A.
  As at December 31, 2012
  Position held In office since End of term
Adam Maciejewski Deputy President,  acting President June 28, 2006(1) July 1, 2014
Lidia Adamska Member June 28, 2006 July 1, 2014
Beata Jarosz Member June 28, 2006 July 1, 2014
Ludwik Sobolewski President, suspended by decision of
the WSE Supervisory Board
June 28, 2006 July 1, 2014
Source: WSE (1) June 28, 2006 is the effective date of the appointment of Adam Maciejewski as a WSE Management Board Member.

The WSE Supervisory Board at its meeting on December 21, 2012 adopted a resolution suspending Ludwik Sobolewski in his function as President of the WSE Management Board for compelling reasons as of December 21, 2012. The WSE Supervisory Board on December 21, 2012 adopted a resolution appointing Adam Maciejewski, Member of the WSE Management Board, as Deputy President of the WSE Management Board and acting President of the WSE Management Board.

The current term of office of all Management Board members started on July 1, 2010. The term of office of all WSE Management Board members expires no later than at the General Meeting to be held to approve the financial statements for the financial year 2013.

The composition of the Management Board changed after the balance-sheet date as follows:

The WSE Supervisory Board in its resolution of December 21, 2012 delegated as of January 10, 2013 Paweł Graniewski, WSE Supervisory Board Member, to temporarily perform the functions of a Member of the WSE Management Board from January 10, 2013 for a period not longer than 3 months. Current Report No. 33/2012 which notifies of the resolutions passed by the WSE Supervisory Board is available at: http://www.gpw.pl/raport_biezacy?geri_id=182

On January 17, 2013, the Extraordinary General Meeting of the Warsaw Stock Exchange appointed Adam Maciejewski, Member of the WSE Management Board responsible among others for organization of trading, trading systems, technologies, the derivatives and structured products market as well as information products, as President of the WSE Management Board. The General Meeting dismissed Ludwik Sobolewski from the WSE Management Board.

The resolution of the General Meeting appointing Adam Maciejewski and the resolution dismissing Ludwik Sobolewski came into force on February 15, 2013, the date of delivery to WSE of the decision of the Polish Financial Supervision Authority approving the changes on the WSE Management Board.

Composition of the Management Board of Giełda Papierów Wartościowych w Warszawie S.A.
  As at the date of publication Management Board Report for 2012
  Position held In office since End of term
Adam Maciejewski President January 17, 2013 July 1, 2014
Lidia Adamska Member June 28, 2006 July 1, 2014
Beata Jarosz Member June 28, 2006 July 1, 2014
Paweł Graniewski WSE Supervisory Board Member, delegated by the WSE Supervisory Board to temporarily perform the functions of WSE Management Board Member January 10, 2013  temporary performance of the functions of Management Board Member for a period not longer than 3 months 
Source: WSE

Appointment of Management Board Members

The WSE Management Board consists of three to five members, including the President of the Management Board. The WSE Management Board members are appointed for a joint four-year term. The President of the Management Board is appointed by the General Meeting. The other members of the WSE Management Board are appointed by the WSE Supervisory Board at the President’s request. At least one member of the WSE Management Board should be appointed by a qualified majority of four-fifths of votes. However, if the WSE Supervisory Board fails to appoint a WSE Management Board member in such a manner within one month from the event which gives rise to the obligation to appoint such member, such member will be appointed by an absolute majority by the General Meeting.

The first election of WSE Management Board members under the above rules is held to appoint WSE Management Board members for a new term of office or in the case of expiry of a WSE Management Board member’s mandate.

WSE Management Board members can serve as board members in other business entities only with the approval of the WSE Supervisory Board.

Given that the Company operates a stock exchange, additional rules regarding the composition of the WSE Management Board apply under the Act on Trading in Financial Instruments. Accordingly, the management board of a stock exchange should include persons with higher education, at least three years of experience in financial market institutions, and a spotless reputation as regards the functions they perform. If a company running an exchange organizes an alternative trading system, the above conditions should also be satisfied by the persons directing those activities, unless members of the WSE Management Board direct the organization of the alternative trading system.

Changes to the composition of the WSE Management Board require the consent of the Polish Financial Supervision Authority (KNF), which is granted at the request of the WSE Supervisory Board. KNF may refuse to grant consent if the proposed changes do not ensure that operations will be conducted in a way which does not jeopardize the security of securities trading and properly secures the interests of participants in that trading.

Powers of the WSE Management Board

The WSE Management Board handles the Company’s affairs and assets, and represents it in its dealings with third parties. The WSE Management Board exercises all powers that are not vested in the General Meeting or the WSE Supervisory Board. Resolutions of the WSE Management Board are adopted by an absolute majority of votes.

Two WSE Management Board members acting jointly or a WSE Management Board member acting together with a commercial proxy are authorized to represent the Company. As at the date of preparation of this Report, no commercial proxies have been granted.

Pursuant to § 5.3 of the Articles of Association, the WSE Management Board may, with the consent of the WSE Supervisory Board, make interim dividend payments to the shareholders. The Management Board has, however, no authority to issue or buy out shares.

Operation of the WSE Management Board

According to the Articles of Association, the WSE Management Board meetings are held at least once per month. Detailed rules concerning the WSE Management Board’s functions are set out in the WSE Management Board Rules. These Rules are adopted by the WSE Management Board and approved by the WSE Supervisory Board. Pursuant to the provisions of the WSE Management Board Rules, the WSE Management Board makes decisions in the form of resolutions. Resolutions of the WSE Management Board are passed by an absolute majority of votes and may be adopted only if all WSE Management Board members have been duly informed of the WSE Management Board meeting. Pursuant to the Articles of Association, in the event of an equal number of votes, the President of the WSE Management Board shall cast the deciding vote.

The WSE Management Board Rules stipulate that in the event of a conflict of interest between the Company and a Management Board member, spouse, relative by blood or affinity (up to the second degree), or any other person to whom a WSE Management Board member is related personally, the WSE Management Board member must refrain from voting in the matter subject to the conflict of interest and may demand that this be recorded in the meeting minutes.

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