Management Board

Powers and responsibilities of the Management Board members

A detailed division of powers and responsibilities of the Management Board members is defined in a separate resolution of the Management Board.

Based on Resolution No. 271/X/2016 of February 23rd 2016, the division of powers and responsibilities within the Management Board members is as follows:

• Mariusz Bober – President of the Management Board, responsible for managing and coordinating the work of the Management Board and the Grupa Azoty Council, overseeing the implementation of the Company’s and the Group’s strategies, supervising the Agro Business Centre; also responsible for the information policy, HR policy, internal audit functions, risk management, and management of structural and ownership changes at the Group,
• Andrzej Skolmowski – Vice President of the Management Board, responsible for finance, accounting and IT, oversight of investor relations; liaising with the Vice President in charge of integration of production processes, plastics and organic synthesis, with the Management Board member in charge of social dialogue, plant safety and environmental protection, and with the Managing Director in respect of the Company’s day-to-day operational management; also responsible for developing and implementing the logistics strategy, managing the supply logistics for raw materials, intermediate materials and finished products, and for developing and implementing the procurement strategy,
• Witold Szczypiński – Vice President of the Management Board, Director General of the Company, responsible for strategy and development, integration of production processes, plastics and organic synthesis, strategic feedstock procurement, developing and implementing the Company’s and the Group’s strategies, overseeing strategic procurement at the Company and the Group; also liaising with the Vice President in charge of integration of production processes, plastics and organic synthesis, with the Management Board member in charge of social dialogue, plant safety and environmental protection, and with the Managing Director with respect to management of the Company,
• Artur Kopeć – Member of the Management Board, responsible for project execution, social dialogue, plant safety and environmental protection; also liaising with the Vice President in charge of integration of production processes, plastics and organic synthesis, with the Vice President in charge of finance and with the Managing Director with respect to management of the Company.

Following the changes in the composition of the Management Board, at its meeting held on March 21st 2016 the Management Board passed Resolution No. 291/X/2016, under which the division of powers and responsibilities among the Management Board members was as follows:

• Mariusz Bober − President of the Management Board, responsible for overall supervision and management of the Group, as well as for the strategy and corporate governance, including exercise of majority shareholder power, human resources management, communication and corporate image (which also covers public relations and CSR),
• Andrzej Skolmowski – Vice President of the Management Board, responsible for finance, IT, logistics and investor relations,
• Witold Szczypiński – Vice President of the Management Board, Director General of the parent, responsible for integration of production processes, the Agro Segment, and the Plastics Segment,
• Tomasz Hinc – Member of the Management Board, responsible for procurement,
• Artur Kopeć – Member of the Management Board, responsible for production assets, plant safety, environmental protection, infrastructure and social dialogue,
• Józef Rojek – Member of the Management Board, responsible for investment projects and for R&D programmes.

On May 24th 2016, the Management Board passed Resolution No. 358/X/2016, under which the division of powers and responsibilities between the Management Board members was as follows:

• Mariusz Bober − President of the Management Board, responsible for overall supervision and management of the Group, as well as for the strategy and corporate governance, including exercise of majority shareholder power, human resources management, communication and corporate image (which also covers public relations and CSR),
• Witold Szczypiński – Vice President of the Management Board, Director General of the parent, responsible for integration of production processes, the Agro Segment, and the Plastics Segment,
• Tomasz Hinc – Vice President of the Management Board, responsible for procurement and logistics,
• Paweł Łapiński – Vice President of the Management Board, responsible for finance, controlling, IT and investor relations,
• Józef Rojek – Vice President of the Management Board, responsible for investment projects and for R&D programmes,
• Artur Kopeć – Member of the Management Board, responsible for production assets, plant safety, environmental protection, infrastructure and social dialogue.

On the date of his appointment to the Company’s Management Board (December 16th 2016), Dr. Wojciech Wardacki, President of the Management Board, took over the duties and responsibilities of the previous President, Mariusz Bober.

Division of duties and responsibilities among Management Board members

 

Parent’s Management Board

As at January 1st 2016, the composition of the Company’s Management Board was as follows:

• Paweł Jarczewski – President of the Management Board,
• Krzysztof Jałosiński – Vice President of the Management Board,
• Marek Kapłucha – Vice President of the Management Board,
• Marian Rybak – Vice President of the Management Board,
• Andrzej Skolmowski – Vice President of the Management Board,
• Witold Szczypiński – Vice President of the Management Board,
• Artur Kopeć – Member of the Management Board elected by employees.

At its meeting held on February 19th 2016, the Company’s Supervisory Board passed a resolution whereby the Management Board of the tenth term of office is to be composed of three to seven members, and resolutions on the following matters:

• to remove Paweł Jarczewski, President of the Management Board,
• to remove Krzysztof Jałosiński, Vice President of the Management Board,
• to remove Marek Kapłucha, Vice President of the Management Board,
• to remove Marian Rybak, Vice President of the Management Board,
• to appoint Mariusz Bober as President of the Management Board of Grupa Azoty S.A. of the tenth term of office.

On March 14th 2016, the Supervisory Board passed resolutions to appoint Józef Rojek and Tomasz Hinc as members of the Management Board.

On May 20th 2016, the Supervisory Board passed resolutions on the following matters:

• to remove Andrzej Skolmowski, Vice President of the Management Board,
• to appoint Tomasz Hinc and Józef Rojek as Vice Presidents of the Management Board,
• to appoint Paweł Łapiński as Vice President of the Management Board.

As a result of the above changes, in the period from May 20th 2016 to December 15th 2016, the composition of the Company’s Management Board was as follows:

• Mariusz Bober – President of the Management Board,
• Witold Szczypiński – Vice President of the Management Board,
• Paweł Łapiński − Vice President of the Management Board,
• Józef Rojek – Vice President of the Management Board,
• Tomasz Hinc – Vice President of the Management Board,
• Artur Kopeć – Member of the Management Board.

On December 16th 2016, the Supervisory Board passed resolutions on the following matters:

• to remove Mariusz Bober, President of the Management Board,
• to appoint Wojciech Wardacki as President of the Management Board.

As a result of the above changes, since December 16th 2016, the composition of the Company’s Management Board has been as follows:

• Wojciech Wardacki – President of the Management Board,
• Witold Szczypiński – Vice President of the Management Board,
• Paweł Łapiński − Vice President of the Management Board,
• Józef Rojek – Vice President of the Management Board,
• Tomasz Hinc – Vice President of the Management Board,
• Artur Kopeć – Member of the Management Board.

Curriculum vitae of Management Board members

Wojciech Wardacki – President of the Management Board

Appointed President of the Company’s Management Board of the tenth term of office under the Supervisory Board’s resolution of December 16th 2016.

Education:

Doctor of Economics.

Professional experience:

1983 – 1995	Assistant Lecturer and Assistant Professor in the Transport Economics Institute of Szczecin University (until August 31st 1985: Szczecin University of Technology)
1989 – 1990	Researcher, DAAD visiting fellow in the Transportation Institute of the University of Cologne, Germany
1991 – 1993	Member of the Lower Chamber of the Polish Parliament
1994 – 1996	Sole proprietorship, owner of Pracownia Analiz i Badań Marketingowych of Szczecin, a marketing research company
1995 – 1996	Lecturer in the School of Public Administration in Szczecin
1996 – April 30th 2005	Head of Administration and Economic Affairs, Chief Financial Officer, and member of the management board of Goleniowskie Fabryki Mebli Kollektion WIM Sp. z o.o.
May 4th– October 2nd 2005	Member of the Management Board for Restructuring at Zakłady Chemiczne Zachem S.A.
October 3rd 2005–August 1st 2006:	President of the management board and Chief Executive Officer of Zakłady Chemiczne Zachem S.A.
August 2nd 2006 – October 31st 2008	Member of the management board of Ciech S.A.
2010–2014	Sole proprietorship, business consultancy and lobbying
Since April 2016	President of the management board and Chief Executive Officer of Grupa Azoty Zakłady Chemiczne Police S.A.
Since December 2016	President of the Management Board of Grupa Azoty S.A.

Other professional experience:

1997 – 1998	Secretary to the Team of Advisors to President of the management board of Polskie Koleje Państwowe S.A. responsible for the assessment of restructuring programmes
1998	Chairman of the supervisory board of Polskie Koleje Państwowe S.A.
1999 – 2000	Member of the supervisory board of Polskie Koleje Państwowe S.A.
2005 – 2008	Chairman and member of the supervisory board of Transclean Sp. z o.o.
2006 – 2008	Chairman of the supervisory board of Janikosoda S.A.
2006 – 2008	Deputy Chairman of the supervisory board of Soda Mątwy S.A.
2006 – 2008	Member of the supervisory board of Gdańskie Zakłady Nawozów Fosforowych sp. z o.o.
2007 – 2008	Chairman of the supervisory board of Zakłady Chemiczne Zachem S.A.
Since February 15th 2016	Chairman of the supervisory board of Bank Ochrony Środowiska S.A.
March 1st 2016 – March 30th 2016	Member of the supervisory board of Grupa Azoty Zakłady Chemiczne Police S.A.
Since February 3rd 2017	Chairman of the Council of the Polish Chamber of Chemical Industry

Witold Szczypiński – Vice President of the Management Board, Director General

Appointed Vice President of the Company’s Management Board of the tenth term of office under the Supervisory Board’s resolution of January 9th 2015.With effect from March 2014 appointed Director General of Grupa Azoty S.A. of Tarnów.

Previously held positions at the parent: Vice President of the Management Board of the ninth term of office under the Supervisory Board’s resolution of October 20th 2011, Vice President of the Management Board of the eighth term of office under the Supervisory Board’s resolution of March 18th 2011, Vice President of the Management Board of the seventh term of office under the Supervisory Board’s resolution of June 11th 2008, Vice President of the Management Board of the sixth term of office under the Supervisory Board’s resolution of March 11th 2008.

Education:

Graduate of the Production Organisation Faculty of the Silesian University of Technology. Completed studies in industry organisation and management (specialisation: chemical industry), MSc (Eng) in industry organisation.

Training and courses:

Training course for candidates to supervisory boards, course for members of management bodies based on the course for candidates to supervisory boards, BEST MANAGER series of seminars preparing managers for ownership transformations.

Specialist courses on work organisation, process safety, and investment projects.

Professional experience:

1979–1987	Foreman, Process Engineer and Senior Process Engineer at the Synthesis Plant of Zakłady Azotowe im. F. Dzierżyńskiego w Tarnowie (later renamed Zakłady Azotowe w Tarnowie-Mościcach S.A.)
1987–1990	Manager of Silicon Department at the Synthesis Plant of Zakłady Azotowe w Tarnowie-Mościcach S.A.,
1991–1999	Manager of the Synthesis Plant of Zakłady Azotowe w Tarnowie-Mościcach S.A.
1999–2001	Director of Plastics Centre of Zakłady Azotowe w Tarnowie-Mościcach S.A.
2002–2007	Director responsible for Technology and Development at Zakłady Azotowe w Tarnowie-Mościcach S.A.,
2007–2008	Member of the management board of Zakłady Azotowe w Tarnowie-Mościcach S.A.
2008	Acting President of the management board of Zakłady Azotowe w Tarnowie-Mościcach S.A.
Since 2008	Vice President of the management board of Zakłady Azotowe w Tarnowie-Mościcach S.A. (at present Grupa Azoty S.A.)

Represented Zakłady Azotowe w Tarnowie-Mościcach S.A. (at present Grupa Azoty S.A.) on supervisory boards of: Przedsiębiorstwo Innowacyjno-Wdrożeniowe UNISIL Sp. z o.o. (1997−1999), Tarnowskie Wodociągi Sp. z o.o. (2007−2008), Biuro Projektów Zakładów Azotowych “BIPROZAT” Sp. z o.o. and Grupa Azoty PKCh Sp. z o.o. (2008−2016), Grupa Azoty ATT Polymers GmbH (2011−2013 and since 2015), Grupa Azoty ZAK S.A. (2012−2016), Grupa Azoty “Siarkopol” S.A. (2013−2016).

Additional information:

• Member of the Chemical and Process Engineering Committee of the Polish Academy of Sciences (2011−2015),
• Member of the Steering Committee of the ‘Advanced power generation technologies’, a strategic scientific research and development programme of the National Centre for Research and Development (2012−1015)
• Member of the Scientific Board of the Blachownia Institute of Heavy Organic Synthesis of Kędzierzyn-Koźle (2011−2015)
• Chairman of the management board of SITPChem Branch of Tarnów (2007−2010)
• Author and co-author of nearly 40 implemented specialist improvement concepts (including six patent protected) for the manufacturing of ammonia, hydrogen, food-grade carbon dioxide, polyoxymethylene, polycrystalline silicon and catalysts; and for energy infrastructure.

Paweł Łapiński − Vice President of the Management Board

Appointed Vice President of the Company’s Management Board of the tenth term of office under the Supervisory Board’s resolution of May 20th 2016.

Education:

• Graduate of the Management and Marketing Department of the Faculty of Economic Sciences and Management of the Nicolaus Copernicus University in Toruń (major in manufacturing process management and industrial enterprise management).
• Completed a post-graduate course in commercial law at the Nicolaus Copernicus University in Toruń.
• Completed a post-graduate course in value based management, business psychology and negotiation at the Warsaw School of Economics.

Training and courses:

Various courses in management, finance, taxes, cost analysis and subjects related to the power industry.

Professional experience:

1997–2007	Boryszew S.A., Elana Branch in Toruń (last position held: Deputy Managing Director, Economic Director)
2005–2007	Elana-Energetyka Sp. z o.o. (last position held: Vice President of the management board, Economic and Finance Director),
2007–2016	Struga S.A. (President of the management board)

Other:

2006–2007	Chairman of the supervisory board of ELANA-PET Sp. z o.o.
2008–2013	Chairman of the supervisory board of BUMAR-HYDROMA S.A.
2013–2016	Chairman of the supervisory board of VEROBUD S.A.

Józef Rojek – Vice President of the Management Board

Appointed Vice President of the Company’s Management Board of the tenth term of office under the Supervisory Board’s resolution of May 20th 2016.

Education:

• Post-secondary course in I&C and automation in the chemical industry (5 semesters),
• Kraków University of Technology − Faculty of Mechanical Engineering, major: construction of equipment used in chemical and food industries (10 semesters),
• Małopolska School of Economics in Tarnów, specialisation: management and marketing.

Professional experience:

1968–1969	Gminna Spółdzielnia Samopomoc Chłopska of Ropczyce (farmers communal cooperative)
1972–1985	Zakłady Azotowe w Tarnowie
1985	Wojewódzki Związek Spółdzielni Rolniczych (association of agricultural cooperatives)
1985–1986	Management board of Spółdzielnia Transportu Wiejskiego (rural transport cooperative)
1986–1987	Spółdzielnia Transportu Wiejskiego in Dąbrowa Tarnowska
1987–1994	Zakłady Azotowe w Tarnowie
1994–1998	Chief Designer at Biuro Projektów Zakładów Azotowych Biprozat Tarnów Sp. z o.o.
1994–2005	Member of the Tarnów City Council
1998–2002	Mayor of Tarnów
2002–2005	Chief Specialist at Biuro Projektów Zakładów Azotowych Biprozat Tarnów Sp. z o.o.
2003–2004	Member of the supervisory board of Biuro Projektów Zakładów Azotowych Biprozat Tarnów Sp. z o.o.
2005–2006	Member of the Sejm (lower chamber of the Polish Parliament) − member of the State Treasury Committee and the Environmental Protection, Natural Resources and Forestry Committee
2006–2007	Adviser to Director General of Zakłady Azotowe w Tarnowie-Mościcach S.A.
2006–2007	Member of the supervisory board of Przedsiębiorstwo Uzdrowiskowe Ustroń S.A. of Ustroń
2006–2007	Member of the Social Council at Mościckie Centrum Medyczne Samodzielny SPZOZ (public medical centre in Mościce)
2007–2015	Member of the Sejm (2007−2015: member of the State Treasury Committee, 2008−2009: member of the Justice and Human Rights Committee, 2009−2011: member of the Physical Culture, Sports and Tourism Committee, 2015: member of the Petitions Committee)

Tomasz Hinc – Vice President of the Management Board

Appointed Vice President of the Company’s Management Board of the tenth term of office under the Supervisory Board’s resolution of May 20th 2016.

Education:

Graduate of the University of Szczecin.

Professional experience:

• 1997−2007 − University teacher at schools of higher education in Szczecin, lecturing on organisation and management, human resources management, sociology and public relations
• Since 2007 − Adviser to the management board of Totalizator Sportowy Sp. z o.o. of Warsaw and then Head of the Szczecin Branch; 2008 − acting Head of the Zielona Góra Branch; from 2013 also Head of the Koszalin Branch
• Since 2006 − Member of the Szczecin City Council in three consecutive terms; since 2014 Deputy Chair of the Council
• Since 2015 − Representative of Szczecin in the Pomerania Euroregion Council
• 2013−2015 − Member of the Szczecin Council of Public Benefit Activities
• 2007−2014 − Member of the Security and Order Committee of the Mayor of Szczecin
• Since 2003 − Member of the Social Council of the Regional Oncology Hospital in Szczecin of the Zachodniopomorskie Oncology Centre

Artur Kopeć – Member of the Management Board

Appointed member of the Company’s Management Board of the tenth term of office nominated by Grupa Azoty S.A. employees, under the Supervisory Board’s resolution of February 26th 2015.

Prior to the appointment: Member of the Company’s Management Board of the ninth term of office nominated by Grupa Azoty S.A. employees under the Supervisory Board’s resolution of February 17th 2012.

Education:

• Graduate of the Chemical Technology Faculty of Wrocław University of Technology (2002),
• Completed postgraduate course in entrepreneurship at Cracow University of Economics,
• Completed managerial course organised by Rudzka Agencja Rozwoju and Training Partners.

Training and courses:

Completed a number of training courses in management, health and safety, ISO and environmental protection.

In 2010 completed a course for members of supervisory boards of state-owned companies.

Professional experience:

• 2003 − employment with State Vocational School of Tarnów
• Since October 1st 2003 employed by Zakłady Azotowe w Tarnowie-Mościcach (now Grupa Azoty S.A.) in the following positions:

• technician at the Department of Ammonia (2003−2005),
• shift master at the Department of Catalysts (August−November 2005),
• ammonia synthesis technician at the Fertilizers Centre (2006−2009),
• fertilizer specialist technologist and engineer supervising the construction of Mechanical Fertilizer Granulation Unit (2006−2009),
• testing and commissioning manager at the Mechanical Fertilizer Granulation Unit (2008−2009),
• ammonia and hydrogen management specialist at the Ammonia Department (2010−2011),
• since 2011 − head of the Ammonia Department and commissioning manager at the hydrogen production unit,
• since February 2012 − Member of the Management Board of Grupa Azoty S.A.

Additional information:

• Since 2006 – member of the Polish Association of Chemical Engineers,
• In 2013−2014 – Deputy Chairman of the supervisory board of ŻSSA Unia Tarnów.
• Major professional accomplishments included successful launch of production of Saletrosan, a new fertilizer. Co-authored of the “Process of preparation of ammonium nitrate-sulfate” invention filed in European and Polish patent applications, and a number of improvement concepts.
• Major accomplishments on the Management Board include:

• contribution to work on consolidation of the Polish chemical industry,
• negotiation of social packages at the Puławy and Grzybowo plants,
• integration of occupational health and safety, environmental protection and fire protection functions,
• establishment of the Fire Protection Team (ZOP),
• establishment of the Grupa Azoty Rescue Education Centre (CERGA),
• significant reduction of the accident rate at the Group,
• implementation of DuPont’s STOP^TM programme.

Rules for the appointment and dismissal of managers

In accordance with Art. 23.1 of the parent’s Articles of Association, the parent’s Management Board consists of no more than seven persons, including President, Vice Presidents and other members. The number of Management Board members is defined by the governing body that appoints the Management Board. Members of the Management Board are appointed for a joint three-year term of office.

Pursuant to Art. 24 of the parent’s Articles of Association, any or all members of the Management Board are appointed and removed by the Supervisory Board, subject to the provisions of Art. 25 et seq. of the Articles of Association.

Any member of the Management Board may be removed or suspended from duties by the Supervisory Board or the General Meeting. (Art. 24.2 of the parent’s Articles of Association).

As long as the parent employs an annual average of above 500 employees, the Supervisory Board appoints one person elected by the parent’s employees to the Management Board, for the Management Board’s term of office (Art. 25.1 of the parent’s Articles of Association).

The Supervisory Board has the right to remove and suspend from duties any or all members of the Management Board, for a good reason, and to delegate members of the Supervisory Board, for no longer than three months, to temporarily perform the duties of members of the Management Board who were removed from office, tendered their resignation or for any other reason are unable to perform the duties (Art. 33.1 of the parent’s Articles of Association).

---