Grupa LOTOS S.A. - Integrated Annual Report 2012
As the State Treasury’s equity interest in the Company exceeds 50% (50% of the total number of shares), remuneration paid to members of Grupa LOTOS’ Board is regulated by the Act on Remunerating Persons Who Manage Certain Legal Entities dated March 3rd 2000 (Dz. U. of 2000 No 26, item 306, as amended). Under the Act, the body authorised to determine the monthly remuneration payable to President of the Board is the General Meeting. Remuneration paid to the other Board members is determined by the Supervisory Board, as provided for under the Company’s Articles of Association.
In view of the foregoing, on November 13th 2009 the Supervisory Board decided that Vice-Presidents of the Company’s Board would receive remuneration equal to six-fold the average monthly salary in the non-financial corporate sector, net of bonuses paid from profit in the fourth quarter of the preceding year, as announced by President of the GUS (Central Statistics Office), and proposed that the General Meeting set the remuneration for President of the Board at the same level. Concurring with the proposal of the Supervisory Board, on December 17th 2009 the Extraordinary General Meeting resolved to set the remuneration for President of the Board at the same level.
Furthermore, pursuant to individual employment contracts, members of the Board are entitled – for the duration of their respective employment contracts – to fringe benefits including the costs of life insurance and above-standard medical care, provided by non-public healthcare establishments in Poland and abroad, for members of the Board and their families.
The President of the Board and Vice-President of the Board, Chief Commercial Officer - provided they reside outside the city in which the Company’s registered office is located - are entitled to a fringe benefit in the form of tied accommodation in the Gdańsk-Gdynia-Sopot conglomeration (incl. payment of rent and service charges), although the above persons have not yet claimed that benefit.
Additionally, pursuant to the Act of March 3rd 2000 and the Regulation of the Minister of State Treasury of March 12th 2001 concerning Detailed Rules and Procedure for Granting Annual Bonuses to Management Staff of Certain Legal Entities (Dz. U. of 2001, No. 22, item 259), members of the Board may receive annual bonuses in a maximum amount equal to three-fold the average monthly salary in the year preceding the bonus award.
A decision to grant an annual bonus to the President of the Board rests with the General Meeting, upon a proposal from the Supervisory Board. A decision to award annual bonuses to other Board members rests with the Supervisory Board. Annual bonuses may only be granted after the financial statements have been approved by the General Meeting if the company:
- has improved its financial performance,
- has strengthened its position on the market or in the industry,
- has successfully implemented restructuring or growth plans,
- has not exceeded the maximum annualised average monthly remuneration growth ratio,
- has settled its public charges in a timely manner.
Eligibility to receive an annual bonus is limited to members of the Board who served in that capacity for the full financial year and during that time were not found guilty of gross dereliction of duty, their employment was not terminated for reasons attributable to them, their management contracts were not terminated or they were not removed from office for reasons constituting grounds for summary dismissal.
In line with an amendment to the said Compensation Cap Act, in 2012 the Board members were entitled to receive monthly remuneration calculated on the basis of the average monthly salary in the non-financial corporate sector net of bonuses paid from profit in the fourth quarter of 2009.
Remuneration of the Board members in 2012
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