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Annual Report 2016
Main page Group Azoty Supervisory Board

Supervisory Board

Composition of the Supervisory Board as at January 1st 2016:

At its meeting on January 15th 2016, the Supervisory Board appointed Zbigniew Paprocki as Secretary of the Supervisory Board.

On January 29th 2016, by way of a letter from the Minister of State Treasury, Przemysław Lis was removed from the Supervisory Board, and Marek Grzelaczyk was appointed in his place.

On February 1st 2016, by way of resolutions of the Company’s Extraordinary General Meeting, Monika Kacprzyk-Wojdyga and Marek Mroczkowski, Jacek Obłękowski and Ryszard Trepczyński were removed from the Company’s Supervisory Board, while Maciej Baranowski, Tomasz Karusewicz, Przemysław Lis and Bartłomiej Litwińczuk were appointed as the new members (Przemysław Lis was appointed as the Chairman of the Supervisory Board).

On February 19th 2016, the Supervisory Board appointed Marek Grzelaczyk as Deputy Chairman of the Supervisory Board of the ninth term of office.

On March 31st 2016, Marek Grzelaczyk tendered his resignation as Deputy Chairman. At its meeting held on April 15th 2016, the Supervisory Board appointed Tomasz Karusewicz as Deputy Chairman.

As a result of the above changes, in the period April 15th 2016–July 4th 2016, the composition of the Supervisory Board was as follows:

As the ninth term of office of the Supervisory Board expired, the parent held elections to the Supervisory Board of the tenth term. The election was held on March 11th−23rd 2016 (1st round) and on March 30th−April 14th 2016 (2nd round).

The following persons were nominated by the employees to the Supervisory Board of the tenth term:

Pursuant to resolutions of the Company’s Annual General Meeting of July 5th 2016, the following persons were appointed members to the Supervisory Board of the tenth term:

Acting pursuant to Art. 16.2 of the Articles of Association of Grupa Azoty S.A., the Minister of State Treasury, by letter of June 30th 2016, appointed Marek Grzelaczyk to the Company’s Supervisory Board, effective from July 5th 2016.

On July 18th 2016, the Supervisory Board elected Tomasz Karusewicz as its Deputy Chairman and Zbigniew Paprocki as its Secretary.

Following the above changes, from July 18th 2016 to December 2nd 2016, the composition of the Supervisory Board was as follows:

On December 2nd 2016, by way of resolutions of the Company’s Extraordinary General Meeting, Przemysław Lis and Maciej Baranowski were removed from the Supervisory Board, while Monika Fill and Ireneusz Purgacz were appointed as new members of the Supervisory Board. The Extraordinary General Meeting also appointed Marek Grzelaczyk as Chairman of the Supervisory Board.

As a result of the above changes, from December 2nd 2016 to the date of this report, the composition of the Supervisory Board was as follows:

Marek Grzelaczyk – Chairman of the Supervisory Board

Marek Grzelaczyk is a graduate of the Catholic University of Lublin, where he earned an MA in law. He completed an Executive Master of Business Administration programme at the Warsaw Management University. He also completed a course and passed a state exam for members of management and supervisory boards of state-owned companies, as well as a receivership course run by the Association of Polish Receivers in Bankruptcy. During his professional career he has held the positions of Deputy Director of the district power utility in Krasnystaw, President of the management board of the Health Practitioners Housing Cooperative of Zamość, Zamość Governor, Mayor of Zamość, President of the management boards of CONSEIL DEVELOPMENT ALFA Sp. z o. o., INWEST-FS Sp. z o.o., Wikana Bioenergia Sp. z o.o. of Lublin, and EURO-PROJEKT Zwierzyniec Sp. z o.o.

Currently, he serves as President of the management boards of the Perła Sztuki Foundation of Lublin, PBL DEVELOPMENT Sp. zo.o., and LUBELSKI CHMIEL INVESTMENT Sp. z o.o. He sat on the supervisory boards of Zakład Energetyczny Łódź – Teren S.A., WIKANA S.A. and POL-MOT AUTO S.A. of Warsaw. Marek Grzelaczyk was also a member, and since February 22nd 2017 has been Chairman of the supervisory board of Interbud Lublin S.A. From February 19th 2016 to March 31st 2016, he served as Deputy Chairman of the Supervisory Board of Grupa Azoty S.A., and since December 2016 has held the position of the Board’s Chairman.

Tomasz Karusewicz – Deputy Chairman of the Supervisory Board

Economist, graduated in business management from Szczecin University. Mr Karusewicz is a qualified comptroller, certified by the Ministry of Finance. He is also qualified to serve on supervisory boards of the state-owned companies. Completed a number of internal audit and control courses and training programmes.

In 2003–2005, Mr Karusewicz worked at the Internal Control Department of the Szczecin City Hall, and also served as comptroller. Then employed as an expert at Nafta Polska S.A. In 2006–2008, Mr Karusewicz worked at the Ciech Group, first as deputy director at the owner supervision office of Ciech S.A. and member of supervisory boards of Zakłady Chemiczne Alwernia S.A. and Ciech Polfa Sp. z o.o. (both Ciech Group companies). Then he moved on to serve as member of the supervisory board of Ciech S.A. In 2007–2009, he worked as deputy director at the Business Development Office and the Foreign Investments Office of PZU S.A. In 2010–2012, Mr Karusewicz worked at Telewizja Polska S.A. as director of the Audit and Internal Control Office. Also served on supervisory boards of Enea S.A. of Poznań (2007-2008), IKS “Solino” S.A. of Inowrocław and Zakład Wodociągów i Kanalizacji Sp. z o.o. of Szczecin (2015).

In 2006, Mr Karusewicz held the position of chairman of the supervisory board of Zakłady Azotowe w Tarnowie-Mościcach S.A. Currently employed as member of the management board of PZU Życie S.A., a PZU Group company.

Zbigniew Paprocki – Secretary of the Supervisory Board

Mr Paprocki graduated from the Academy of Agriculture in Kraków with a master’s degree in environmental engineering. He completed a post-graduate MBA programme at the Faculty of Mechanical Engineering at the Institute of Business Studies, and a course for members of supervisory boards of state-owned companies. He has worked for Grupa Azoty S.A. (formerly Zakłady Azotowe w Tarnowie-Mościcach S.A.) for over 20 years. First as Shift Foreman, then as Deputy Head of the Power Engineering Department, Deputy Chief Production Coordination Engineer, and from 2012 as Head of the Production Management and Coordination Office at the Corporate Production Coordination and Safety Department. Since 2010, he has worked as Chairman of the Association of Chemical Industry Engineers and Technicians, Tarnów Branch, and member of its Executive Board.

On the Supervisory Board of Grupa Azoty S.A. Mr Paprocki served from November 2010 to April 2013, and since June 2013 (elected by the employees). He was also deputy chairman of the supervisory board of ELZAT Sp. z o.o. and chairman of the supervisory board of PROREM Sp. z o.o.

Monika Fill – Member of the Supervisory Board

In 1996, Ms Fill graduated from the Institute of English Studies at the Jagiellonian University in Kraków. In 1996–1998, she studied in London, where she obtained a master’s degree in Modern European Studies at the University of North London. Having returned to Poland, she started working in finance. In 1999–2006, she worked with Prudential, a US company, PZU S.A., and Golden Egg Niezależni Doradcy Finansowi, holding managerial positions in marketing and sales, with a large portfolio of successful sales and advertising campaigns. In 2004, she completed sociology studies at the Institute of Applied Social Sciences of the University of Warsaw, and in 2008 – a post-graduate course in insurance at the Academy of Finance in Warsaw.

From 2006 to 2010 she was a member of the supervisory board and then vice president and president of the management board of Pocztowe Towarzystwo Ubezpieczeń Wzajemnych (a mutual insurance company). In 2015–2016, she held a managerial position on the Warsaw Stock Exchange, and was also president of the management board of the Warsaw Stock Exchange Foundation.

She is authorised by the Ministry of State Treasury to serve on supervisory boards of state-owned companies. Since 2012, Ms Fill has run her own consulting company.

Robert Kapka – Member of the Supervisory Board

On the Supervisory Board of Grupa Azoty S.A. since June 2013. Member of the Supervisory Board elected by the employees.

Graduate of the Cracow University of Technology, Faculty of Chemical Engineering and Technology, principal field of study: light chemical technology, master of science. He also completed a post-graduate course in Polymer Chemistry and Technology at the Rzeszów University of Technology. In 2013, he passed the exam for candidates to supervisory boards of state-owned companies.

Mr Kapka has been employed at Grupa Azoty S.A. (formerly Zakłady Azotowe w Tarnowie-Mościcach S.A.) since 1999, at the following positions: Process Engineer, Manager of comprehensive tests and commissioning of the Polyamide Plant, Head of Caprolactam Polymerisation Division, Head of Production at the Plastics Centre, and Head of Production at the Plastics Production Unit, Plastics Business Segment. From December 2014, Head of Plastics Production Unit in Tarnów, Plastics Business Segment. From July 2016 to March 17th 2017, chairman of the supervisory board of Grupa Azoty ATT Polymers GmbH.

Artur Kucharski – Member of the Supervisory Board

On the Supervisory Board of Grupa Azoty S.A. since October 2011. Mr Kucharski graduated from the University of Central London with a master’s degree in Electronic Engineering, and from the Faculty of Electrical Engineering of the Warsaw University of Technology. In 2011, he completed an Executive MBA Programme at the Warsaw University of Technology Business School.

Between 1995 and 2002, he was employed with PricewaterhouseCoopers Sp. z o.o. of Warsaw, where he held positions from assistant to manager in the Financial Audit Department. In 2002−2007, he was a lecturer in International Accounting Standards, MBA Programme at the Warsaw University of Technology Business School. From 2002 to 2010, he worked in the Consulting Department of PwC Polska Sp. z o.o., holding positions from Senior Manager to Director. In 2010–2012, he served as member of the management board and chief strategy officer at Kopex S.A. Prior to the appointment, deputy chairman and chairman of the supervisory board, Director for Internal Control Systems, Structure and Organisation Development at Kopex S.A.

He served on the supervisory boards of Mostostal Zabrze Holding SA, Hydrapres SA, Globe Trade Centre SA, and Asseco Poland SA. Since 2015, member of the supervisory board of Prime Car Management S.A.

Bartłomiej Litwińczuk – Member of the Supervisory Board

Mr Litwińczuk is a graduate of the University of Warsaw, Faculty of Law and Administration (master’s degree, commercial public law). In 2009, he completed legal training as an attorney-at-law at the regional bar association in Warsaw, and passed the bar examination. In May 2010, he was entered in the register of attorneys-at-law. Mr Litwińczuk owned a law firm. In his legal practice, he specialised in the protection of personal rights, commercial companies law, criminal law, penal fiscal law, civil law, and administrative law. Provided legal services to businesses, also in the field of corporate governance. Since February 1st 2016, he has served as Member of the Supervisory Board of Grupa Azoty S.A.

Ireneusz Purgacz – Member of the Supervisory Board

Mr Purgacz is a graduate of the Law and Administration Faculty at the University of Warsaw. He completed legal training for court judges in the Ciechanów Provincial Court, and legal training as an attorney-at-law at the Regional Bar Association in Płock.

He worked as an assistant judge in the Ciechanów Provincial Court, and then practiced law at Zespół Adwokacki Nr 1 in Ciechanów. Since January 1995 to date, Mr Purgacz has run his own law firm in Ciechanów. As part of his practice as attorney-at-law, he offers legal services to individuals and businesses, in civil, commercial, administrative and criminal law. From 2009 to 2011, he served on the supervisory board of Przedsiębiorstwo Wodociągów i Kanalizacji Sp. z o.o. in Wyszków.

Roman Romaniszyn – Member of the Supervisory Board

Graduate of the Faculty of Electrical Engineering, Automatics and Electronics, majoring in power generation, at the AGH University of Science and Technology of Kraków He completed also a post-graduate course in energy audit at the AGH University of Science and Technology of Kraków. In 2015, he passed the exam for candidates to supervisory boards of state-owned companies. Member of the Supervisory Board elected by the employees.

In 1996, he joined Grupa Azoty S.A., where he held the positions of process engineer at the Electrical Engineering Department, deputy manager, and from 2003 – manager, of the Power Supply and Security Division at the Power Centre. Member of the management board of the Association of Polish Electrical Engineers, Branch No. 3 in Tarnów, member of the Polish Association of Chemical Engineers, Tarnów Branch.

Powers and responsibilities of the Supervisory Board

The Supervisory Board operates on the basis of:

Audit Committee

To streamline its work and improve control of the parent and the Group, on July 4th 2013 the Supervisory Board passed Resolution No. 21/IX/2013 on appointment of the Audit Committee.

Composition of the Audit Committee as at January 1st 2016:

Following the removal of Jacek Obłękowski and Marek Mroczkowski from the Supervisory Board by way of resolutions of the Company’s General Meeting of February 1st 2016, on February 19th 2016 the Supervisory Board appointed the following persons to the Audit Committee: Tomasz Karusewicz, Maciej Baranowski and Artur Kucharski (as Chairman of the Audit Committee).

Following the resignation of Tomasz Karusewicz from the Audit Committee on March 8th 2016, on March 14th 2016 the Supervisory Board resolved to appoint Marek Grzelaczyk to the Committee.

As a result of the above changes, as of March 14th 2016, the Audit Committee was composed of:

As the ninth term of office of the Supervisory Board expired, the Supervisory Board of the tenth term, at its meeting held on July 18th 2016 appointed an Audit Committee consisting of:

Following the removal of Maciej Baranowski from the Supervisory Board (by way of a resolution of the General Meeting of December 2nd 2016) and Marek Grzelaczyk’s resignation from the Committee, the Supervisory Board, at its meeting held on December 16th 2016, appointed Monika Fill and Ireneusz Purgacz to the Audit Committee.

As a result of the above changes, from December 16th 2016 to the date of issue of this report, the composition of the Audit Committee was as follows:

Responsibilities of the Audit Committee

The Audit Committee operates pursuant to the Rules of Procedure for the Audit Committee, adopted by the Supervisory Board by way of Resolution No. 21/IX/2013 of July 4th 2013. The main tasks of the Committee include:

Pursuant to Art. 35.1 of the parent’s Articles of Association, the Supervisory Board is composed of five to nine members, appointed by the General Meeting, subject to the provisions of Art. 16.2 (“The State Treasury has an individual right to appoint and remove one member of the Supervisory Board.”) and Art. 36 of the Articles of Association (“Part of the Supervisory Board members shall be members elected by Company employees pursuant to Art. 14 of the Act on Commercialisation and Privatisation”).Members of the Supervisory Board are appointed for a joint three-year term of office. At least two members of the Supervisory Board should be independent members that meet the independence criteria set out in Annex II to the Commission Recommendation on the role of non-executive or supervisory directors (Art. 35.4 of the parent’s Articles of Association). The General Meeting appoints the Chairperson of the Supervisory Board. The Deputy Chairperson and the Secretary are elected by the Supervisory Board, at its first meeting, from among its members (Art. 37.1 of the parent’s Articles of Association).

 

Management Board Corporate governance
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