

Grupa LOTOS S.A. - Integrated Annual Report 2012
Composition
- data has been verified, full text of the Independent Assurance Report
{GRI 4.3.,4.7.}
In accordance with the Company’s Articles of Association as currently in effect, the Supervisory Board may be composed of five to nine members,1 appointed for a joint three-year term of office by the General Meeting, with an absolute majority of votes, in a secret ballot, from among an unlimited number of candidates. The number of Supervisory Board members is determined by the General Meeting. The Chairperson of the Supervisory Board is appointed by the General Meeting, while the Deputy Chairperson and the Secretary are elected by the Supervisory Board from among its members. A Supervisory Board member or the entire Supervisory Board may be removed at any time prior to expiry of the office term.
Notwithstanding the above, as long as the State Treasury remains a shareholder in the Company, it is entitled to appoint and remove from office one member of the Supervisory Board.
In accordance with the Commercial Companies Code, members of the Supervisory Board should perform their duties to a professional standard of care. Furthermore, pursuant to the Rules of Procedure for the General Meeting and the Rule set forth in Section I.6 of the Code of Best Practice for WSE Listed Companies, members of the Supervisory Board should possess appropriate expertise and experience, and be able to devote the time necessary to perform their duties.
Currently, the Supervisory Board of Grupa LOTOS is composed of six members, including two women and four men.
1 By virtue of a decision of the General Meeting of Grupa LOTOS of November 28th 2012 concerning amendments to the Company’s Articles of Association in respect of Par. 11.1; until the day on which the amendments to the Company’s Articles of Association were registered in the National Court Register, i.e. until December 17th 2012, the Supervisory Board could be composed of six to nine members.
From January 1st to January 27th 2012, the Supervisory Board of the eighth term of office comprised the following persons:
First name and surname | Function |
---|---|
Wiesław Skwarko | Chairman |
Rafał Wardziński | Deputy Chairman |
Oskar Pawłowski | Secretary |
Leszek Starosta | Member |
Małgorzata Hirszel | Member |
Michał Rumiński | Member |
On January 27th 2012, Mr Rafał Wardziński, Deputy Chairman of the Supervisory Board of Grupa LOTOS, tendered his resignation from the Supervisory Board. Following Mr Wardziński’s resignation, the number of the Company’s Supervisory Board members fell below the minimum number of six members then required by the Articles of Association. As a result, from January 27th 2012 until the vacancy was filled, the Supervisory Board could not perform its duties and exercise its powers stipulated in the generally applicable laws and in the Company’s Articles of Association. However, the loss by the Supervisory Board of its ability to perform its function as a governing body of the Company did not affect the mandates of its remaining members who, once the vacant post was filled, continued to perform their functions.
Considering the circumstances, on February 29th 2012, the Extraordinary General Meeting of Grupa LOTOS made changes to the composition of the Supervisory Board of the eighth term of office by appointing Ms Agnieszka Trzaskalska and Mr Marcin Majeranowski to the Supervisory Board and by removing Mr Leszek Starosta from the Supervisory Board.
From February 29th to December 31st 2012 and as at the release date of this report, the composition of the Supervisory Board of Grupa LOTOS of the eighth term of office was as follows:
First name and surname | Function |
---|---|
Wiesław Skwarko | Chairman |
Marcin Majeranowski | Deputy Chairman |
Oskar Pawłowski | Secretary |
Leszek Starosta | Member |
Małgorzata Hirszel | Member |
Michał Rumiński | Member |
{LA13}
Number of women and men on the Supervisory Board of Grupa LOTOS in 2010-2012
Year | Period | Total number of members | Number of women | Number of women Number of men |
---|---|---|---|---|
2010 | 2010 Jan 1 - Feb 11 | 7 | 1 | 6 |
Feb 11 - Mar 29 | 7 | 1 | 6 | |
Mar 29 - Jun 28 | 6 | 1 | 5 | |
Jun 28 - Dec 31 | 8 | 2 | 6 | |
2011 | 2011 Jan 1 - Jun 27 | 8 | 2 | 6 |
Jun 27 - Nov 8 | 7 | 2 | 6 | |
Nov 8 - Dec 31 | 6 | 1 | 5 | |
2012 | 2012 Jan 1 - Jan 27 |
6 ![]() |
1 ![]() |
5 ![]() |
Jan 27 - Feb 29 |
5 ![]() |
1 ![]() |
4 ![]() |
|
Feb 29 - Dec 31 |
6 ![]() |
2 ![]() |
4 ![]() |