Supervisory Board and its committees

Under the Articles of Association, the WSE Supervisory Board consists of five to seven members appointed for a joint three-year term. The WSE Supervisory Board appoints the Chairman and the Deputy Chairman of the WSE Supervisory Board from among its members. The WSE Supervisory Board may also appoint a secretary from among its members.

Composition of the WSE Supervisory Board as at December 31, 2011
  Position held In office since End of term
Leszek Pawłowicz Chairman February 12, 2008 June 27, 2014
Marek Wierzbowski Deputy Chairman April 16, 1994 June 27, 2014
Paweł Graniewski Member February 28, 2011 June 27, 2014
Jacek Jaszczołt Member June 27, 2011 June 27, 2014
Sławomir Krupa Member June 27, 2011 June 27, 2014
Jacek Lewandowski Member February 28, 2011 June 27, 2014
Sebastian Skuza Member and Secretary November 15, 2006 June 27, 2014
Source: WSE

The composition of the WSE Supervisory Board was changed in 2012 as follows:

On June 27, 2012, Jacek Jaszczołt resigned as Member of the WSE Supervisory Board effective as of June 27, 2012.

On June 27, 2012, the Company’s Ordinary General Meeting appointed Marek Słomski, candidate of exchange members, to the WSE Supervisory Board.

On December 21, 2012, the WSE Supervisory Board passed a resolution delegating as of January 10, 2013 Paweł Graniewski, WSE Supervisory Board Member, to temporarily perform the functions of WSE Management Board Member from January 10, 2013 for a period not longer than 3 months.

Composition of the WSE Supervisory Board as at December 31, 2012
  Position held In office since End of term
Leszek Pawłowicz Chairman February 12, 2008 June 27, 2014
Marek Wierzbowski Deputy Chairman April 16, 1994 June 27, 2014
Sławomir Krupa Member June 27, 2011 June 27, 2014
Jacek Lewandowski Member February 28, 2011 June 27, 2014
Sebastian Skuza Member and Secretary November 15, 2006 June 27, 2014
Marek Słomski Member June 27, 2012 June 27, 2014
Paweł Graniewski Member, delegated by the WSE Supervisory Board to
temporarily perform the functions of WSE
Management Board Member
February 28, 2011 June 27, 2014
Source: WSE

The current term of office of all WSE Supervisory Board members started on June 27, 2011 and expires no later than at the General Meeting to be held to approve the financial statements for the financial year 2013.

PARTICIPATION OF WOMEN AND MEN IN THE WSE SUPERVISORY BOARD IN 2011-2012
As at Number of women Number of men
February 28, 2011  1 6
June 27, 2011  0 7
December 20, 2012  0 7

Appointment and Dismissal of the Supervisory Board Members

WSE Supervisory Board members are appointed and dismissed by the General Meeting. The number of WSE Supervisory Board members is set by the General Meeting in a resolution to appoint the WSE Supervisory Board. Pursuant to the Articles of Association, the General Meeting appoints:

  • at least one of the WSE Supervisory Board members from among the candidates proposed by the shareholders being exchange members; and
  • at least one of the WSE Supervisory Board members from among the candidates proposed by a shareholder or shareholders who represent in total less than 10% of the share capital and are not exchange members (minority shareholders).

The candidates proposed by both of the above groups need to meet the criteria for independence, as described below. Candidates must be proposed no later than seven days before the scheduled date for the General Meeting. The application must include a candidate’s resume and indicate the number of shares and the number of votes that are represented by the shareholder or shareholders proposing that candidate.

If a vote is ordered for candidates proposed by shareholders who are also members of WSE, first, a vote shall be cast on candidates submitted by members of WSE who represent the largest number of votes. If no candidates are proposed by shareholders who are WSE members and by minority shareholders, all the WSE Supervisory Board members are appointed by the General Meeting pursuant to the general rules. If at least one candidate is proposed by either WSE members or minority shareholders, the General Meeting appoints the remaining WSE Supervisory Board members pursuant to the general rules. If the General Meeting has not appointed two WSE Supervisory Board members pursuant to the rules described above, although shareholders (WSE members and minority shareholders) have proposed their candidates, a new General Meeting to appoint such WSE Supervisory Board members must be convened. At this subsequent General Meeting, shareholders must propose new candidates.

The WSE Supervisory Board members appointed under the rules described above can be dismissed only if new WSE Supervisory Board members are appointed simultaneously under the same rules. If, due to the expiry of a mandate during a term other than by dismissal, the WSE Supervisory Board does not contain a member appointed pursuant to the above rules, such a member must be appointed at the next General Meeting. However, if the WSE Supervisory Board is appointed by voting in separate groups, the above rules of appointing two WSE Supervisory Board members do not apply, meaning that all the WSE Supervisory Board members will be appointed pursuant to the general rules. In this procedure, neither the preferences with regard to voting rights nor the limitation on voting rights apply and the exact number of seven members of the WSE Supervisory Board shall be appointed.

The independence criteria are met by a person who:

  • is not related with WSE (but for membership in the WSE Supervisory Board), is not an affiliate of WSE’s parent entity or subsidiary and a subsidiary to WSE’s parent entity, or an affiliate of an entity in which WSE holds over 10% of the share capital;
  • is not a relative by blood or affinity up to the second degree of a person referred to in the point above;
  • is not a relative by blood or affinity up to the second degree of a WSE shareholder holding more than 5% of all the votes in WSE;
  • is not related with any WSE shareholder holding more than 5% of the total votes in WSE, or its parent company or subsidiary, or a subsidiary of the parent entity in relation to such shareholder; and
  • is not a relative by blood or affinity up to the second degree of the person referred to in the point above.

“Related” is understood as:

  • being a member of the statutory bodies of a legal entity, and in the case of a partnership – partner or general partner;
  • being an employee or a contracted agent of or being related under a similar legal relationship with the affiliated entity. The above is applicable to persons who within the period of the last three years before the appointment of the WSE Supervisory Board have been in an employment, contracted agent or similar legal relationship with the Company.

Powers of the WSE Supervisory Board

Pursuant to the Articles of Association, the WSE Supervisory Board has the following powers:

  • to appoint the WSE Management Board members as set out in the section 3.9 “Management Board”;
  • to assess the WSE Management Board’s report and the financial statements for the previous financial year;
  • to assess the WSE Management Board’s proposals on the distribution of profits or coverage of losses;
  • to provide the General Meeting with a written report on the findings of the above assessments;
  • to approve the WSE Management Board Rules at the request of the WSE Management Board;
  • to adopt the WSE Supervisory Board Rules;
  • to adopt, at the request of the WSE Management Board, the Exchange Rules and any amendments thereto;
  • to determine the terms of the employment contracts and the amount of remuneration of the President of the WSE Management Board and the other members of the WSE Management Board, where the terms of the employment contracts and the amount of remuneration of the other members of the WSE Management Board are determined upon the request of the President of the WSE Management Board;
  • to represent the Company in contracts and disputes between the Company and the WSE Management Board members;
  • to grant consent for the Company to conclude, with its associate, a material agreement, within the meaning of the applicable provisions of law on current and periodic reports to be published by issuers of securities admitted to trading on the regulated market, provided that no consent is required for the conclusion of typical agreements on an arm’s length basis in the course of the Company’s operational activity;
  • to determine the rules on which the WSE Management Board members acquire and dispose of securities listed on the exchange operated by the Company;
  • to appoint an auditor to audit the Company’s financial statements;
  • to approve the financial plan and a financial plan implementation report at the request of the WSE Management Board;
  • to provide the General Meeting with a comprehensive annual assessment of the Company’s standing, including an assessment of the internal control system and the system applied to manage risks material to the Company;
  • to present the General Meeting with an annual report on the activities of the WSE Supervisory Board; and
  • to consider and opine on matters to be discussed by the General Meeting.

The Articles of Association provide that the resolutions of the WSE Supervisory Board are generally adopted by an absolute majority of votes (i.e., the majority of the votes cast); however, a four-fifths qualified majority vote is required for the following:

  • granting consent for the conclusion of an agreement on establishing a strategic alliance with another stock exchange (in particular regarding on-going operational relations involving the main scope of activities of WSE);
  • approval, at the request of the WSE Management Board, of a multiannual growth strategy of WSE;
  • granting consent for the conclusion, to the extent permitted by law, of an agreement for outsourcing operational services of trading on the regulated market or any segment thereof, or an agreement for the outsourcing operational services of trading organized in an alternative trading system;
  • acquisition of an IT system for concluding stock exchange transactions; and
  • granting consent for the purchase or disposal of shares in companies or partnerships if the value thereof, according to the purchase price or selling price, exceeds 1/10 of the WSE’s share capital. However, under the Commercial Companies Code, if the WSE Supervisory Board declines to grant its approval, the WSE Management Board may apply to the General Meeting for approval.

Operation of the WSE Supervisory Board

According to the Articles of Association, the WSE Supervisory Board meets at least once per quarter. The Chairman or the Deputy Chairman of the WSE Supervisory Board must convene a WSE Supervisory Board meeting if requested to do so in writing by the WSE Management Board or a WSE Supervisory Board member. This meeting should be held within two weeks from the date the request is received.

The detailed rules concerning the WSE Supervisory Board’s operation are provided for in the WSE Supervisory Board Rules. In addition to standard provisions, the WSE Supervisory Board Rules include a regulation providing that a WSE Supervisory Board member will, promptly after the end of each quarter of the calendar year, notify the Chairman of the WSE Supervisory Board in writing of any transaction in securities and other financial instruments listed on WSE. In addition, pursuant to the WSE Supervisory Board Rules, the WSE Supervisory Board may appoint committees and working teams from among its members.

The WSE Supervisory Board adopts resolutions in an open ballot. A secret ballot shall be ordered for appointment of the Chairman, the Deputy Chairman, and the Secretary of the WSE Supervisory Board and at the request of at least one-third of WSE Supervisory Board members present at the meeting. The WSE Supervisory Board passes resolutions by an absolute majority of votes when at least half of the members are present except for resolutions on matters for which a qualified majority of four-fifths of votes is required. The WSE Supervisory Board members who have a conflict of interest with the Company should inform the WSE Supervisory Board of the conflict and refrain from taking part in discussion and vote on a resolution in the matter that is subject to the conflict of interest.

The WSE Supervisory Board meetings are convened and chaired by the Chairman. In the case of an equal number of votes, the Chairman shall cast the deciding vote. The WSE Supervisory Board can vote in writing or by electronic means, except for matters regarding appointment of the Chairman and the Deputy Chairman of the Supervisory Board and members of the Management Board and dismissal and suspension of the WSE Management Board and its members.

WSE Supervisory Board Committees

The WSE Supervisory Board appoints the Audit Committee. In addition, pursuant to the Articles of Association, the WSE Supervisory Board appoints the Regulation and Corporate Governance Committee and may appoint other committees, in particular the Remuneration and Nominations Committee. Detailed tasks as well as principles governing appointment and operation of the committees are set out in the WSE Supervisory Board Rules. Each operating WSE Supervisory Board Committee should have at least one independent member of the WSE Supervisory Board appointed by the General Meeting in accordance with the Articles of Association from among:

  • candidates nominated by shareholders being WSE members; and
  • candidates nominated by a shareholder or shareholders representing jointly less than 10% of the Company’s share capital who are not WSE members.

Pursuant to the WSE Supervisory Board Rules, the committees are: Audit Committee, Remuneration and Nominations Committee, Regulation and Corporate Governance Committee, and Strategy Committee. The committees provide annual reports on their activity to the WSE Supervisory Board.

Composition of WSE Supervisory Board Committees as at December 31, 2011
First and last name Position held
  Audit Committee
Sebastian Skuza Chairman
Jacek Jaszczołt Member
Jacek Lewandowski Member
  Remuneration and Nominations Committee
Leszek Pawłowicz Chairman
Paweł Graniewski Member
Sebastian Skuza Member
  Regulation and Corporate Governance Committee
Marek Wierzbowski Chairman
Paweł Graniewski Member
Jacek Jaszczołt Member
  Strategy Committee
Paweł Graniewski Chairman
Leszek Pawłowicz Member
Jacek Jaszczołt Member
Sławomir Krupa Member
Jacek Lewandowski Member
Composition of WSE Supervisory Board Committees as at December 31, 2012
First and last name Position held 
  Audit Committee
Sebastian Skuza Chairman
Jacek Lewandowski Member
Marek Słomski Member
  Remuneration and Nominations Committee
Leszek Pawłowicz Chairman
Paweł Graniewski Member
Sebastian Skuza Member
  Regulation and Corporate Governance Committee
Marek Wierzbowski Chairman
Paweł Graniewski Member
Marek Słomski Member
  Strategy Committee
Paweł Graniewski Chairman
Leszek Pawłowicz Member
Sławomir Krupa Member
Jacek Lewandowski Member

On October 17, 2012, an ad hoc committee was appointed comprised of: Paweł Graniewski – Chairman, Sławomir Krupa and Marek Wierzbowski. The responsibilities of the committee were to review the professional and private relations in the context of impartiality in the operation of the Exchange by the President of the Management Board. The findings and recommendations prepared in co-operation with the external auditor were presented to the WSE Supervisory Board, which at its meeting on December 19, 2012 issued a communiqué on this matter. The communiqué is available at:

http://www.gpw.pl/komunikaty/?ph_tresc_glowna_start=show&ph_tresc_glowna_cmn_id=49551  

Audit Committee

The Audit Committee comprises at least three WSE Supervisory Board members, including at least one member meeting the independence criteria and qualified in the area of accounting and auditing as set out in Article 86 paragraph 4 of the Act on Chartered Auditors.

As at the date of preparation of this Report, all the Audit Committee members satisfied the independence requirements and had qualifications in accounting or financial review in accordance with Article 86 paragraph 4 of the Act on Chartered Auditors.

Pursuant to the Articles of Association, the Audit Committee duties include, but are not limited to, supervising the internal audit department; monitoring financial reporting; monitoring the effectiveness of internal control, internal audit and risk management systems; monitoring the financial audit function; monitoring the independence of the chartered auditor and the entity authorized to audit the financial statements, including provision of services other than audit services to the Company; recommending an entity authorized to audit the financial statements to audit the Company’s financial statements. Pursuant to the WSE Supervisory Board Rules, the Audit Committee duties include also giving opinions on financial statements and motions of the Management Board concerning profit distribution or coverage of loss, giving opinions on the financial plan of WSE, giving opinions on the report of the WSE Management Board on implementation of the financial plan, giving opinions on risk assessment reports, giving opinions on proposals of companies to be appointed auditor, giving recommendations to the WSE Supervisory Board on the selection of the company to be appointed auditor.

Remuneration and Nominations Committee

Pursuant to the WSE Supervisory Board Rules, the Remuneration and Nomination Committee duties comprise giving opinions on the remuneration system, employment contracts with the WSE Management Board members, annual awards proposed for the WSE Management Board members and the incentive system.

Regulation and Corporate Governance Committee

Pursuant to the WSE Supervisory Board Rules, the Regulation and Corporate Governance Committee’s duties involve initiating and issuing opinions on proposed changes in regulations, preparing Management and Supervisory Boards joint position statements, issuing opinions on WSE corporate governance compliance statements, initiating, issuing opinions and monitoring activities related to the implementation of the corporate governance rules by WSE, as well as activities supporting the implementation of the corporate governance rules in listed companies.

Strategy Committee

Pursuant to the WSE Supervisory Board Rules, the Strategy Committee’s duties are to issue opinions on WSE’s strategy, its updates and implementation, as well as on the aspects of WSE’s privatization, proposed strategic alliances, proposed acquisition by WSE of stakes in entities of strategic significance, and materials related to exchange fees.

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