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ORLEN Group 2016 Integrated Report

II nagroda specjalna w kategorii Raport Zintegrowany | Najlepszy raport on-line

Management and supervisory bodies

Capitals:  

The activities of the Supervisory Board and its committees and of the Management Board of PKN ORLEN are governed by the Company’s Articles of Association, the Rules of Procedure for the Supervisory Board, the Rules of Procedure for the Management Board as well as by generally applicable laws. They are also influenced by the corporate governance principles of the Warsaw Stock Exchange (Code of Best Practice for WSE Listed Companies).


Supervisory Board

Angelina Sarota Chairwoman
Leszek Pawłowicz Deputy Chairman, Independent Member
Adam Ambrozik Secretary of the Supervisory Board
Grzegorz Borowiec Member
Artur Gabor Independent Member
Cezary Banasiński Independent Member
Radosław L. Kwaśnicki Member
Cezary Możeński Member
Remigiusz Nowakowski Member (appointed pursuant to Art.8.2.1 of the Company’s Articles of Association)

On January 28th 2016, pursuant to Art. 8.2.1 of the Articles of Association of Polski Koncern Naftowy ORLEN Spółka Akcyjna, the Minister of the State Treasury removed Remigiusz Nowakowski from the Supervisory Board.

At the request of the State Treasury as a shareholder, PKN ORLEN convened an Extraordinary General Meeting for January 29th 2016 and made the following changes to the Supervisory Board’s composition:

Leszek Pawłowicz Deputy Chairman, Independent Member
Adam Ambrozik Secretary of the Supervisory Board
Grzegorz Borowiec Member
Cezaregy Banasiński Independent Member
Cezary Możeński Member

Mateusz Bochacki

Secretary of the Supervisory Board
Agnieszka Krzętowska Independent Member (in accordance with her representation made on March 22nd 2016)

Arkadiusz Siwko

Member
Adrian Dworzyński Independent Member
Remigiusz Nowakowski Member
 
Angelina Sarota Chairwoman
Radosław L. Kwaśnicki Deputy Chairman (as of February 8th 2016)
Mateusz Bochacik Secretary of the Supervisory Board (as of February 8th 2016)
Artur Gabor Independent Member
Adrian Dworzyński Independent Member
Agnieszka Krzętowska Independent Member (in accordance with her representation made on March 22nd 2016)
Remigiusz Nowakowski Member
Arkadiusz Siwko Member
 

As the term of office of the PKN ORLEN Supervisory Board was due to expire in 2016, the Annual General Meeting held on June 3rd 2016 appointed Supervisory Board members for a new term.

Angelina Sarota Chairwoman
Radosław L. Kwaśnicki Deputy Chairman (since June 28th 2016)
Mateusz Bochacik Secretary of the Supervisory Board (since June 28th 2016)
Artur Gabor Independent Member
Adrian Dworzyński Independent Member
Agnieszka Krzętowska Member (in accordance with her representation made on June 6th 2016)
Remigiusz Nowakowski Member
Wiesław Protasewicz Member

On September 14th 2016, Remigiusz Nowakowski, Member of the Supervisory Board, resigned from his office. Since September 15th 2016, the Supervisory Board has consisted of seven members. As of December 31st 2016, the composition of the Supervisory Board has not changed.

 

Number of men and women on the PKN ORLEN Supervisory Board, reflecting the most recent changes:

AS OF NUMBER OF WOMEN NUMBER OF MEN
Jan 1 2016 1 8
Jan 29 2016 2 6
Jun 3 2016 – Sep 14 2016 2 6
Sep 15 2016 – Dec 3 2016 2 5

Powers and responsibilities of the Supervisory Board

The PKN ORLEN Supervisory Board exercises ongoing supervision over all areas of the Company’s activities. Its powers and responsibilities are defined in the Commercial Companies Code and the Company’s Articles of Association. The Supervisory Board takes steps to ensure that the Management Board provides it with regular and exhaustive reports on all matters of importance and risks connected with PKN ORLEN’s business, as well as on how the risks are managed.

Powers of the Supervisory Board are outlined in the Company’s Articles of Association.

With the highest standards of best practice in mind, and to enable the shareholders to reliably assess the Company’s operations, each year the PKN ORLEN Supervisory Board submits to the Annual General Meeting a report about the previous year. As required by the amended Code of Best Practice for WSE Listed Companies, in effect since January 1st 2016, the Supervisory Board’s Report for 2016 includes:

Supervisory Board Committees

The PKN ORLEN Supervisory Board may appoint standing or ad hoc committees, to act as its collective advisory and opinion-forming bodies.

The Supervisory Board has appointed the following standing committees from among its members:

The powers of individual committees are defined in detail in the Rules of Procedure for the Supervisory Board, available on the Company’s website at www.orlen.pl. The Supervisory Board appoints its committees from among its members; each committee elects its chairperson.

Audit Committee

The Audit Committee has been established to advise the PKN ORLEN Supervisory Board on the proper implementation of the budget and financial reporting as well as internal control standards at the Company and the ORLEN Group, and to collaborate with the Company’s auditors.
Responsibilities of the Audit Committee include in particular:

The Audit Committee’s responsibilities also include:

Corporate Governance Committee

The Responsibilities of the Corporate Governance Committee include:

Strategy and Development Committee

The Strategy and Development Committee’s role is to provide the Supervisory Board with opinions and recommendations regarding any planned investments and divestments with the potential to produce a material effect on the Company’s assets.

The Responsibilities of the Strategy and Development Committee include in particular:

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is responsible for supporting the Company’s strategic goals by providing the Supervisory Board with opinions and recommendations regarding the Company’s management structure, including organisational solutions, remuneration systems, and the selection of personnel with appropriate qualifications to contribute to the Company’s success.

Responsibilities of the Nomination and Remuneration Committee include in particular:

Corporate Social Responsibility Committee

The Corporate Social Responsibility (CSR) Committee is responsible for supporting the Company in pursuing its strategic goals by incorporating social, ethical and environmental objectives in its operations and relationships with stakeholders, including employees, customers, shareholders and the local community. Responsibilities of the CSR Committee include in particular:


 

Management

Name and surname Position held on the PKN ORLEN management board
Wojciech Jasiński President of the Management Board, Chief Executive Officer
Sławomir Jędrzejczyk Vice – President of the Management Board, Chief Financial Officer
Piotr Chełmiński Member of the Management Board, Business Development/Power and Heat Generation Officer
Krystian Pater Member of the Management Board, Production
Marek Podstawa Member of the Management Board, Sales

The Supervisory Board at its meeting on 8 February 2016, dismissed Mr Marek Podstawa from the Management Board of PKN ORLEN and appointed Mr Mirosław Kochalski to the position of Vice-President of the Management Board of the Company and Mr Zbigniew Leszczyński to the position of Management Board Member of the Company for a joint three-year term of the Management Board, which terminates on the date of the Ordinary General Meeting approving the financial statements of the company for 2016.

 
Name and surname Position held on the PKN ORLEN management board
Wojciech Jasiński President of the Management Board, Chief Executive Officer
Sławomir Jędrzejczyk Vice – President of the Management Board, Chief Financial Officer
Mirosław Kochalski Vice – President of the Management Board (Corporate Affairs since 12 February 2016)
Piotr Chełmiński Member of the Management Board, Business Development/Power and Heat Generation Officer
Zbigniew Leszczyński Member of the Management Board (Sales since 12 February 2016)
Krystian Pater Member of the Management Board, Production

 

Division of powers of the Company’s Management Board

The division of responsibilities of the Members of the Management Board of PKN ORLEN as of 31 December 2016:

Competencies of PKN ORLEN`s Management Board

All of the members of the Management Board are obliged and authorized to handle the issues of PKN ORLEN.

All of the maters going beyond the ordinary course of business are subject to resolutions of the Management Board. Activities falling within the scope of the ordinary course of business are activities related to fuels trading within the meaning of the Company’s Articles of Association (i.e. crude oil, petroleum products, biocomponents. biofuels and other fuels including natural gas, industrial gas and fuel gas) or energy and any other activities not specified in the Constitution the of Management Board.

Resolution of the Management Board is required, among other matters to:

The Management Board has to regularly provide the Supervisory Board with exhaustive information on all aspects of PKN ORLEN’s business operations and the risks related to such operations as well as the methods used to manage such risks.
 


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