Articles of Association

V. Governing bodies of the company

A. Management Board of the Company

§20
  1. The Management Board shall handle the business affairs of the Company and shall represent the Company in all legal and out-of-court proceedings.
  2. All matters concerning the business affairs of the Company not subject to the provisions of the law or the provisions of the Articles of Association hereunder for the General Meeting or Supervisory Board, shall be at the discretion of the Management Board.
§21
  1. The joint action of two members of the Management Board or alternatively one member of the Management Board together with a commercial proxy shall be required for the purpose of making statements in the Company's name.
  2. If the Management Board is composed of a single person, one member of the Management Board or a commercial proxy shall be authorized to make statements in the Company's name.
  3. Appointment of a commercial proxy shall require a unanimous resolution of all the members of the Management Board. Each member has the right to revoke a commercial proxy.
  4. The manner of conduct of the Management Board shall be described in detail by the company by-laws adopted by the Management Board and approved by the Supervisory Board.
§22
  1. All matters beyond regular activities of the Company shall require a resolution of the Management Board.
  2. Specifically the following matters shall require a resolution of the Management Board:
    1. by-laws of the Management Board,
    2. organizational by-laws of the Company,
    3. establishing and liquidating branches,
    4. appointment of a commercial proxy,
    5. incurring debts and raising loans,
    6. adoption of annual substantive-financial plans and strategic long-term plans,
    7. incurring conditional liabilities, including issuing warranties and guarantees and drawing bills subject to the provisions of par. 33, section 2, points 3 & 4.
    8. disposal and acquisition of fixed assets up to the value of €10,000 (in zlotys) subject to the provisions of par. 33, section 2, points 1 & 2, and par. 54, section 3, points 2 & 3,
    9. matters submitted by the Management Board for the Supervisory Board's consideration.
§23
  1. The Management Board shall be required to devise plans as per par. 22, section 2, point 6 and submit them for the Supervisory Board's consideration.
  2. As per art. 5a of the law on execution of rights of the State Treasury of 08.08.1996 (Dz. U. No. 106, item 493, as amended), the Management Board shall request the consent of the pertinent Minister of Treasury to take a legal action concerning disposing of fixed assets including intangible assets, tangible fixed assets and long-term investments, including renting any such assets to other entities as per civil-law contracts or contributing any such assets, if the value of such action exceeds €50,000 in zlotys calculated in accordance with the average exchange rate announced by the National Bank of Poland on the date of submitting such request.
  3. The consent mentioned in par. 2 above shall not be required for a legal action if other laws or these Articles of Association stipulate the consent of the General Meeting of the Company Shareholders.
§24
  1. The Management Board shall be composed of 1 to 6 persons. The list of members shall be specified by the appointing body.
  2. Members of the Management Board shall be appointed for the joint term of three years. The term of office of the first Board shall be two years.
  3. Member of the Management Board should be a university graduate and should have worked for five years.
§25
  1. Members of the Management Board or the whole Board shall be appointed or dismissed by the Supervisory Board.
  2. As long as the State Treasury owns at least 50 percent shares of the Company, subject to the provisions of par. 26 and 27 below, the Supervisory Board appoints members of the Management Board upon concluding qualification proceedings as per article 19a of the Commercialization and Privatization of State-owned Companies Act of 30.08.1996 (Dz. U. 171/2002, item 1397, as amended).
  3. Any member of the Management Board can be dismissed or suspended by the Supervisory Board or the General Meeting of the Company Shareholders.
  4. Any member of the Management Board submits the resignation in written form to the Supervisory Board, and a copy to the Minister of Treasury as long as the State Treasury owns any shares of the Company.
§26
  1. As long as the State Treasury owns any shares of the Company, and the Company employs over 500 employees, the Supervisory Board shall appoint one person elected by the employees of the Company to be a member of the Management Board for the term of office of the Management Board.
  2. A person elected by the employees shall be appointed if s/he receives 50% plus one vote of valid votes. The result of the election shall be binding for the Supervisory Board if at least 50% of all the employees took part in the election.
  3. A candidate for the Management Board elected by the employees does not have to fulfill the requirements described in §24, section 3 above.
  4. A secret ballot is used for universal election by the election committees appointed by the Supervisory Board from employees of the Company. A candidate for the Management Board may not be on the election committee.
  5. Failure to elect a member of the Management Board by the employees of the Company does not invalidate the resolutions adopted by the Management Board.
  6. Management Board of the Company shall be under obligation to provide assistance during the election.
  7. The Supervisory Board shall resolve detailed by-laws of the appointment and dismissal of the member of the Management Board elected by the employees and organizes runoffs as explained below.
  8. The elections for candidate for the Management Board elected by the employees shall be arranged by the Supervisory Board for the first term of office, the next terms of office are decided as per §27 below.
  9. The following rules shall apply for the appointment and dismissal of the member of the Management Board elected by the employees and for runoff elections:
    1. The elections shall be arranged and conducted by the election committee. If the Company is comprised of several plants then the elections shall be arranged and conducted by the General Election Committee with the assistance of Regional Election Committees.
    2. Election Committees shall be responsible for the swift election, as per the valid laws, Articles of Association and by-laws.
    3. The General Election Committee shall have the following responsibilities:
      1. Devising and announcing the election by-laws,
      2. Preparing a list of election regions and time-schedule,
      3. Verifying and registering of voters, and establishing the number of employees with valid voting mandate,
      4. Controlling the course of the elections and considering election claims,
      5. Registering of voters and announcing voter lists,
      6. Preparing ballots and ballot boxes,
      7. Supervising the elections, counting votes, preparing the final protocol and announcing election results,
      8. Enforcement of the Articles of Association regarding the elections and its interpretation should any dispute arise,
      9. Establishing the election stamp.
    4. The Regional Election Committee has the following responsibilities:
      1. Checking voter lists for its region and establishing the number of employees with valid voting mandate in its region,
      2. Conducting the election and submitting ballot boxes to the General Election Committee
      3. Co-operating with the General Election Committee, especially while counting votes.
    5. A candidate shall be elected as per points 6 & 7 below,
    6. Each trade union shall have the right to present its candidate, as well as groups of employees of at least fifty employees. One employee can support only one candidate.
    7. Candidates shall be presented to the General Election Committee in written form no later than seven days before elections,
    8. Failure to elect a candidate as per §26 section 2, runoffs shall be arranged for two candidates who received the most votes in the first round.
    9. Runoff elections shall be governed by the same laws as the first round taking into consideration changes resulting from point 8 above.
    10. Upon establishing of the election results, the General Election Committee shall confirm its validity and announce the results, which shall be submitted to the Supervisory Board.
    11. Motion to dismiss the member of the Management Board elected by the employees shall be submitted to the Management Board which immediately relays the motion to the Supervisory Board.
    12. Voting to dismiss the member of the Management Board elected by the employees shall follow the manner of appointment subject to §28 below.
§27
  1. The Supervisory Board shall order the election for candidate for the Management Board elected by the employees within two months of the completion of the last fiscal year of active membership on the Management Board. Such election should be conducted within one month of being ordered.
  2. In the event of dismissal, resignation, or death of the member of the Management Board elected by the employees - by-elections shall be ordered.
  3. By-elections shall be ordered by the Supervisory Board within one month of being notified of such a necessity. By-elections should be conducted within one month of being ordered.
  4. The provisions of §26 shall apply to the by-election.
§28
The Supervisory Board shall order voting to dismiss the member of the Management Board elected by the employees following a motion by at least 15% of the total number of Company employees. The result of voting shall be binding for the Supervisory Board under the condition that at least 50% of the total number of Company employees cast their votes and the majority is reached likewise the election procedure.
§29
  1. Upon being appointed member of the Management Board, candidate for the Management Board elected by the employees who is an employee of the Company shall:
    1. Enter an additional contract with the Company for the function of member of the Management Board, and the contract of employment shall remain valid,
    2. Retain employee benefits,
    3. Perform duties pursuant to the contract of employment and take part in the works of the Management Board as per the Code of Commercial Companies and the Articles of Association.
  2. Joint remuneration of the member of the Management Board elected by the employees resulting from both the contract of employment and contract for the function of member of the Management Board shall not exceed the amount pursuant to Act on Remuneration of Managers of Certain Legal Entities of 3 March 2000 (Dz. U. No. 26, item 306, as amended).
§30
  1. The amount of remuneration of the members of the Management Board shall be established by the General Meeting pursuant to Act on Remuneration of Managers of Certain Legal Entities of 3 March, 2000 (Dz. U. No. 26, item 306, as amended).
  2. The monthly salary of the Chairman of the Board shall be established by the Minister of State Treasury.
§31
  1. The Company shall be the employer pursuant to the Labor Code.
  2. Subject to provisions of §44, section 1, a person appointed by the Management Board shall perform the duties pursuant to the Labor Code.

 

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