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Integrated Annual Report 2012
The Culture of Values

 

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Grupa LOTOS S.A. - Integrated Annual Report 2012

Standing committees of the Supervisory Board

 

Standing committees of the Supervisory Board of Grupa LOTOS, acting as supporting, advisory and consultative bodies, include the Audit Committee, Strategy and Development Committee, and Organization and Management Committee.

Each committee is composed of three to five members, appointed by the Supervisory Board from among its members. The committees are headed by chairpersons, who are appointed by the Supervisory Board from among the committee members. All Supervisory Board members have the right to participate in meetings of each committee.

  • The Audit Committee is responsible for the provision of ongoing advisory support to the Supervisory Board with respect to proper implementation of the policies related to budgetary and financial reporting, the Company’s internal control function and cooperation with its auditors.
  • The Strategy and Development Committee is responsible for providing the Supervisory Board with opinions and recommendations regarding planned capital expenditure projects with a material bearing on the Company’s assets and relating to the Company’s long-term strategies.
  • The Organization and Management Committee is responsible for providing the Supervisory Board with opinions and recommendations regarding the management structure, including organization-related solutions, remuneration system and recruitment of personnel, with a view to enabling the Company to achieve its strategic objectives.

Specific powers and duties of the committees are defined by the Rules of Procedure for the Supervisory Board and the Rules of Procedure for the individual committees.

As at January 1st 2012, the committees of the Supervisory Board were composed of the following persons:

Committee First name and surname Function
Audit Committee Michał Rumiński  Chairman
Oskar Pawłowski Member
Wiesław Skwarko Member
Rafał Wardziński Member
Strategy and Development Committee Wiesław Skwarko  Chairman
Małgorzata Hirszel Member
Michał Rumiński Member
Leszek Starosta Member
Rafał Wardziński Member
Organization and Management Committee Leszek Starosta Chairman
Małgorzata Hirszel Member
Oskar Pawłowski Member
Michał Rumiński Member

Following Mr Rafał Wardziński’s resignation from the Supervisory Board of Grupa LOTOS on January 27th 2012, the number of the Company’s Supervisory Board members fell below the minimum number of six members 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 applicable laws and in the Company’s Articles of Association. The same was the case for the committees of the Supervisory Board, which - in those circumstances - did not work until the vacancy on the Supervisory Board was filled.

As a result of the changes in the composition of the Supervisory Board of the eighth term of office effected by the Extraordinary General Meeting on February 29th 2012, the new Supervisory Board at its first meeting held on March 8th 2012 resolved to appoint Mr Marcin Majeranowski to the Audit Committee, Ms Agnieszka Trzaskalska and Mr Marcin Majeranowski to the Strategy and Development Committee, and finally Mr Marcin Majeranowski and Ms Agnieszka Trzaskalska to the Organization and Management Committee (the latter as chairperson). Moreover, at the meeting referred to above, Mr Michał Rumiński tendered a resignation from his position on the Organization and Management Committee.

From March 8th to December 31st 2012 and as at the release date of this report, the composition of the committees of the Supervisory Board was as follows:

Committee First name and surname Function
Audit Committee Michał Rumiński  Chairman
Oskar Pawłowski Member
Wiesław Skwarko Member
Marcin Majeranowski Member
Strategy and Development Committee Wiesław Skwarko  Chairman
Małgorzata Hirszel Member 
Michał Rumiński Member
Agnieszka Trzaskalska Member
Marcin Majeranowski  Member
Organization and Management Committee Agnieszka Trzaskalska Chairman
Małgorzata Hirszel Member
Oskar Pawłowski Member
Marcin Majeranowski Member

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