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Integrated Annual Report 2012
The Culture of Values

 

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Grupa LOTOS S.A. - Integrated Annual Report 2012

Composition

 - data has been verified, full text of the Independent Assurance Report

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
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

Mr Skwarko has been Member of the Supervisory Board since June 30th 2008.

By virtue of a decision of the General Meeting, he serves as Chairman of the Supervisory Board, and thus has powers to coordinate the work of and preside over the Supervisory Board, and to represent it before the other governing bodies and third parties. He is also engaged in the work of Supervisory Board committees, in the capacity of chairman of the Strategy and Development Committee and member of the Audit Committee.

Mr Skwarko graduated from the Faculty of Foreign Trade of the Warsaw School of Economics.

In 1987-1994, he was a junior lecturer at the Warsaw School of Economics. From 1990 to 1999, he was partner at Access Sp. z o.o., then became member of the Management Board of Rothschild Polska Sp. z o.o. In 2005–2006, Mr Skwarko served as Head of the Privatisation Office at Nafta Polska S.A. In 2006, he took the position of the Financial Strategy and Capital Development Director, initially at CTL Maczki Bór of Sosnowiec and then at CTL Logistics S.A. of Warsaw. From January 10th 2008 to December 31st 2009, Mr Skwarko was member of the Management Board of Nafta Polska S.A., and from January 1st 2010 to the end of April 2011 he acted as the liquidator at Nafta Polska S.A. w likwidacji (in liquidation). From October 27th 2010 to July 31st 2012, he served as Vice-President of the Management Board of ZAK S.A. of Kędzierzyn Koźle. Since September 10th 2012, he has served as President of the Management Board of Kędzierzyńsko-Kozielski Park Przemysłowy Sp. z o.o.

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Mr Majeranowski has been Member of the Supervisory Board since February 29th 2012.

Since March 8th 2012, he has served as Deputy Chairman of the Supervisory Board and thus has the right to exercise all powers of the Chairman, as specified in the Company’s Articles of Association and the Rules of Procedure for the Supervisory Board, provided he is authorised to do so by the Chairman or in the latter’s absence. At the same time, he sits on the Strategy and Development Committee, the Organization and Management Committee and the Audit Committee.

By virtue of a decision of the Supervisory Board of January 11th 2013, he was delegated to individually perform the duties of supervision over the implementation of the capital restructuring programme at the LOTOS Group in accordance with schedule.

He is a graduate of the Faculty of Law and Administration of the Warsaw University. In 2003, he was entered in the register of legal counsels maintained by the District Chamber of Legal Counsels in Warsaw. He has attended various courses, including the Faculté Internationale de Droit Comparé comparative law course, run by the Robert Schuman University in Strasbourg.

Since 1997, he has been with the Ministry of State Treasury. In 2006-2010, he was Head of the Legal Representation Department, where, apart from assisting in legal proceedings, he also gained experience in international arbitration in investment and trade disputes. Since 2010, Mr Majeranowski has been Head of the Strategic Companies Department (currently Strategic Project Department), whose remit covers the exercise of rights and discharge of obligations of the State Treasury associated with its equity holdings in companies established under commercial law, developing comprehensive solutions to improve the owner’s supervision over companies of strategic importance to the State Treasury, as well as coordination and performance of the Ministry’s tasks specified in the Act on Investments Related to the Świnoujście LNG Regasification Terminal Project, dated April 24th 2009.

Mr Majeranowski has many years of experience in serving on supervisory boards of various companies, including Powszechny Zakład Ubezpieczeń S.A. and Agencja Rozwoju Przemysłu S.A. On December 12th 2012, he was appointed to the Supervisory Board of TAURON Polska Energia S.A.

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Mr Pawłowski has been Member of the Supervisory Board since February 11th 2010.

As Secretary of the Supervisory Board since March 2nd 2010, he has been charged with coordinating and recording the Supervisory Board’s work and providing it with organizational and technical support. He also remains a member of the Organization and Management Committee and the Audit Committee of the Supervisory Board.

By virtue of a decision of the Supervisory Board of October 24th 2012, he was delegated to individually perform the duties of supervision over the legal aspects of the Company’s continued membership in the consortium involved in the YME development project and its dispute with the field operator.

Mr Pawłowski is a graduate of the Faculty of Law and Administration of the Adam Mickiewicz University of Poznań, and Cambridge University (where he specialised in UK and EU law).

In 2006, he completed legal counsel training held by the Board of the District Chamber of Legal Counsels in Poznań and was entered in the register of legal counsels. In 2000-2002, Mr Pawłowski was with Głowacki, Grynhoff, Hałaziński s.j., a law firm. He worked as a lawyer for D. Janczak i Wspólnicy Sp. k./Domański Zakrzewki Palinka Sp. k. – Ernst & Young Law Alliance – Grupa Energetyczna in 2002-2003, and then from 2003 to 2007 – at Kancelaria Radcy Prawnego Włodzimierz Głowacki, a firm of solicitors. Currently, Mr Pawłowski is Managing Partner at Oskar Pawłowski i Wspólnicy Sp. k., a law firm.

He has over 10 years of experience in providing legal assistance. He specialises in the energy sector’s regulatory environment and in legal services related to real estate trade and investment processes. He has extensive experience in corporate law, mergers and acquisitions. Mr Pawłowski is also Energy Arbitrator at the Arbitration Court of the Chamber of Industrial Power and Energy Customers. He is a fluent speaker of English. He has authored the following papers: “The Rights of Electricity Consumers and Methods of Protecting Them” in Rynek Energii (2/2009) and “Legal Due Diligence of Real Estate” in Inwestor (1/2010).

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Ms Hirszel has been Member of the Supervisory Board since June 30th 2008.

She also sits on the Strategy and Development Committee as well as the Organization and Management Committee of the Supervisory Board.

Ms Hirszel is a graduate of the Faculty of Law and Administration of the Warsaw University, and has completed a post-graduate programme in European Studies run by the Warsaw University’s Faculty of Journalism and Political Science. Currently, Ms Hirszel is pursuing doctoral studies at the Institute of Legal Sciences of the Polish Academy of Sciences.

In 2000, she joined the Chancellery of the Prime Minister, where she was the Chief Specialist/Counsel to the Head of the Chancellery until 2002, and then Counsel to the Vice-President and President of the Council of Ministers (the Prime Minister) at the Economic and Social Department (later transformed into the Council of Ministers Committee Department). In 2002–2006, Ms Hirszel served as Acting Deputy Head of the Economic Division of the Council of Ministers Committee Department, and then as Acting Head of the Programme Department of the Chancellery. In 2007, she became Head of the Council of Ministers Committee Department and Secretary of the Council of Ministers Standing Committee.

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Ms Trzaskalska has been Member of the Supervisory Board since February 29th 2012.

She also serves as chairperson of the Organization and Management Committee and member of the Strategy and Development Committee.

She has completed doctoral studies at the Faculty of Law and Administration of the Warsaw University; she holds a graduate diploma in law from the Faculty of Law and Administration of the University of Silesia.

Since 1999, she has worked for the Ministry of State Treasury in various positions at the following departments: the Agencies and Foundations Department, the Financial Institutions Department, the 5th and 4th Ownership Supervision and Privatisation Department. At present, she serves as Deputy Head of the Privatisation Department, where she coordinates projects related to sale of shares in state-owned or partially state-owned companies.

She has many years of experience in the area of corporate law, owner supervision and corporate transformations, as well as extensive experience gained serving on the supervisory bodies of commercial-law companies and other entities, including as: Deputy Chairperson of the Supervisory Board of TAURON Polska Energia S.A. (from 2007), Deputy Chairperson of the Supervisory Board of LOTOS Petrobaltic S.A. (2007-2012), and Board Member of the Foundation of the Polish Students’ Parliament in Warsaw (2000-2003). Currently, she serves as member of the Supervisory Board of TAURON Polska Energia S.A.

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Mr Rumiński has been Member of the Supervisory Board since February 11th 2010.

He serves as chairman of the Audit Committee and member of the Strategy and Development Committee. Until March 8th 2012, he was also a member of the Organization and Management Committee.

Mr Rumiński is a graduate of the University of Chicago - Booth School of Business, the Warsaw School of Economics and the Faculty of Law and Administration of the Warsaw University.

Since 2012, he has been President of the Management Board and Managing Partner of EEC Ventures, a company specialising in the provision of asset management and capital advisory services, including specialist financial services in the Cleantech sector. From 2007 to 2012, Mr Rumiński was associated with MCI Euroventures (investment fund), holding the following positions: Investment Partner, Member and then President of the Management Board of ABC Data S.A. - the largest portfolio company, and member of the supervisory boards of other companies. In 2000-2007, Mr Rumiński worked for the KBC Group, where he handled many equity transactions as well as public and private equity investments. From 2004, he held the position of Corporate Finance Director at KBC Securities S.A., with responsibilities for building a strategic vision and forming the corporate finance department at KBC Securities in Poland, an investment bank. Before that, Mr Rumiński had served as Head of the Investment Banking Division at Kredyt Bank S.A. He has authored a number of publications dealing with the Polish and global capital market.

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