Regulations of the Supervisory Board of Stalexport Autostrady S.A.
I. GENERAL PROVISIONS
The Supervisory Board of Stalexport Autostrady S.A. (further the “Supervisory Board” or “Board”) acts pursuant to the Company’s Articles of Association, resolutions of the Shareholders’ Meeting and binding provisions of law, in particular the Commercial Companies Code.
The Supervisory Board exercises permanent supervision over the Company’s activities in all fields of its operation, as specified in detail in § 18 of the Company’s Articles of Association.
The Supervisory Board performs its tasks and powers at meetings and in the manner provided for in § 17 sec. 3 and sec. 4 of the Company's Articles of Association, as well as supervisory and control activities in all areas of the Company's operations.
II. COMPOSITION AND ELECTION OF THE SUPERVISORY BOARD
The Supervisory Board is composed of 5 to 9 members chosen in the manner specified in the Company’s Articles of Association, and Supervisory Board members exercise their rights and obligations personally.
- Supervisory Board members serve for a joint term of office of three years. The entire Supervisory Board and individual Supervisory Board members can be dismissed by the Shareholders’ Meeting at any time.
- The mandates of Supervisory Board members expire:
- on the day of the Ordinary Shareholders’ Meeting that approves the Company’s financial statements for the last financial year in which they serve as Supervisory Board members,
- if they resign from their positions,
- if they are dismissed by the Shareholders’ Meeting on the day of the adoption of the relevant resolution,
- if they die.
- The Supervisory Board will include two members meeting the criteria of independence referred to in point II.Z.3 et seq. of the Best Practice GPW WSE Listed Companies (binding from January 1, 2016).
- A Supervisory Board member will present a statement on meeting criteria for independence to the other Supervisory Board members and Management Board of the Company. The statement should contain the Supervisory Board member’s obligation to immediately inform the Company about losing even one of the traits proving his independence.
- Supervisory Board members should avoid undertaking any professional or non-professional actions that could create a conflict of interests or negatively impact his reputation as a member of a Company body, and if a conflict of interests arises, the Supervisory Board member should disclose it immediately.
- Supervisory Board members and persons closely related to them as defined in Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014, are required to inform the Company and the Financial Supervision Authority about any acquisition or disposal of Company shares, derivative rights regarding Company shares and other derivative instruments regarding Company shares, and other financial instruments connected with those securities performed by those persons on their own account.
- The Supervisory Board will determine whether there are any connections or circumstances that might impact a Supervisory Board member’s fulfillment of the independence criteria. The assessment of the fulfillment of the criteria of independence by Supervisory Board members will be presented in the Supervisory Board’s annual report.
- In addition to activities required by law, once a year the Supervisory Board will prepare and present to the Ordinary Shareholders’ Meeting:
- an assessment of the Company’s situation, taking into account an assessment of the internal control systems, risk management, compliance and an internal audit; the assessment will cover all essential control mechanisms, including in particular with regard to financial reports and operations;
- reports on the Supervisory Board’s activity including at a minimum information on the following: (i) composition of the Board and its committees, (ii) the fulfillment of independence criteria by Board members, (iii) the number of Board and committee meetings in the reported period, (iv) a self-evaluation of the work of the Supervisory Board;
- an assessment of the manner of the Company’s fulfillment of reporting obligations concerning the application of the rules of corporate governance specified in the Rules of the Warsaw Stock Exchange and regulations on current and periodic information presented by issuers of securities;
- an assessment of the rationality of the Company’s policy on versatility and diversity of the Company’s bodies, among others, with regard to sex, education, age and professional experience or information of the lack of such policy.
If during a term of office the number of members of the Supervisory Board is reduced, the Chairman of the Board will submit a request at the next Shareholders’ Meeting for the appointment of the number of members needed to return the Supervisory Board to full strength.
At its first meeting, the Supervisory Board will elect a Chairman, Vice-chairman and Secretary in a secret ballot, and will elect any other officers as needed at the next meeting.
III. MANNER OF CONVENING AND CONDUCTING MEETINGS
- Supervisory Board meetings will be held as needed, however, no fewer than three times each financial year.
- The Chairman and Vice-chairman of the Supervisory Board are required to convene a Board meeting at the request of the Management Board or a Board member with the proposed agenda within two weeks from receiving the request.
- Notification of a Supervisory Board meeting together with the meeting agenda should be sent at least 7 days before the meeting date by registered mail, fax or electronic mail. In justified cases, the Chairman of the Board may shorten the above period.
- Supervisory Board members who cannot attend a meeting are required to inform the Chairman of the Supervisory Board about the reason for their absence in writing or by telephone, fax, or electronic mail sent to the address of the Company’s seat.
- The Company’s Management Board is responsible for distributing and protecting materials.
- The meeting agenda will be determined by the person convening the meeting or, with his authorization, the Board’s secretary taking into consideration requests to convene a meeting submitted under § 8.2 of the Regulations.
- The resolutions may be passed only in matters covered by the agenda, unless all members of the Board are present at the meeting and agree to supplement the agenda and to vote on the matter that had not been included in agenda.
- Work of the Supervisory Board will be led by the Chairman of the Board, who convenes and chairs Board meetings. The Vice-chairman will fulfill this role in the chairman’s absence.
- The Supervisory Board Chairman of the preceding term of office will convene the first meeting of the newly elected Board and will chair the meeting until a new Chairman is elected.
- The Supervisory Board adopts resolutions with an absolute majority of votes, i.e., the number of votes exceeding half of the valid votes cast with the presence of half of the properly notified members of the Board.
- Supervisory Board members can participate in adopting Board resolutions by proxy by casting their votes in writing via another Supervisory Board member, except for matters added to the agenda at a Board meeting.
- Voting will be by open ballot. Voting will be by secret ballot for elections and requests to dismiss a member of the Board or the entire Board, for holding them liable, and for personal matters. In addition, the Board may hold secrets ballots on any matter with an absolute majority of votes of the members present at a meeting.
The members of the Supervisory Board may participate in passing resolutions by the Board, casting their votes in writing or by means of direct distant communication provided that all members of the Board are notified of the resolution draft (circular course).
- In addition to resolutions, at meetings the Supervisory Board may make other decisions in the form of opinions and requests to the Shareholders’ Meeting, and post-inspection recommendations to the Management Board.
- Decisions will be made based on the same rules as for adopting resolutions.
Minutes of Supervisory Board meetings will be kept. Minutes of meetings should contain confirmation of the date and agenda, the full names of the Board members present at a meeting and any guests; confirmation of whether the Board is capable of adopting resolutions and whether all members were informed about the meeting; and the number of votes cast for individual resolutions together with their contents and any dissents.
All the Supervisory Board members present at a meeting must sign the meeting minutes. Minutes may be signed at the next Board meeting. Refusal to sign minutes must be justified in writing.
- The Supervisory Board is required to keep a book of meeting minutes.
- The Supervisory Board will keep a separate book of resolutions which will contain only resolutions adopted by the Board. Resolutions will be signed by the Supervisory Board Chairman or the Vice-chairman and the Secretary (or possibly by the Board member who drafts the minutes).
- The Secretary of the Supervisory Board will be responsible for preparing the minutes and maintaining the Book of Minutes and Book of Resolutions.
- The President of the Company’s Management Board will be invited to Supervisory Board meetings and may participate in them.
- The Supervisory Board Chairman can also invite other persons to a Supervisory Board meeting.
- The president of the Management Board can submit a request to invite other Management Board members, holders of a commercial power of attorney and attorneys-in-fact for particular items on the agenda. The decision in such cases will be made by the Chairman or Vice-chairman of the Board.
IV. TASKS SCOPE OF ACTIVITY OF THE SUPERVISORY BOARD
- The Supervisory Board exercises permanent supervision over the Company’s activities in all fields of its operation.
- Specific duties of the Supervisory Board include:
- evaluation of the Management Board reports on the Company’s activity and financial statements for the previous financial year with regard to their compliance with the books and documents and factual status,
- evaluation of requests from the Management Board regarding distribution of profits or coverage of losses,
- submission to the Shareholders’ Meeting of a written annual report on the results of the evaluations referred to in pt.1 and pt.2.
- The Supervisory Board is also entitled to the following:
- confirming regulations of the Company’s Management Board,
- appointing and dismissing individual members or all the members of the Management Board (by secret ballot),
- executing contracts with members of the Management Board, including determining the remuneration and other conditions for the performance of functions by members of the Management Board,
- determining the remuneration for Board members delegated to perform permanent individual supervision if such authority is granted by the Shareholders’ Meeting,
- suspending, for important reasons, the activity of individual members or all the members of the Management Board (by secret ballot),
- delegating Supervisory Board members to temporarily act on behalf of Management Board members who are unable to perform their duties,
- granting consent for a reduction in employment if the reduction is a so-called group layoff under the law,
- selecting a statutory auditor/audit firm to audit financial statements based on a recommendation of the Audit Committee. If the Supervisory Board decision on the selection of a statutory auditor/audit firm varies from the recommendation of the Audit Committee, within 14 days from the date of making the decision the Supervisory Board will justify the reasons for not complying with the Audit Committee’s recommendation and will submit the justification to the Shareholders’ Meeting. The justification will be presented to the next Shareholders’ Meeting,
- granting consent for the acquisition or disposal of real estate, a perpetual usufruct right or share in real estate with a value exceeding PLN 5 million,
- granting the Management Board permission to acquire and take up shares in other companies if the value of the shares exceeds PLN 1 million or 25% of the share capital of a company,
- granting permission to establish a branch or representative office abroad,
- confirming the investment plan for the Company and the Stalexport Autostrady S.A. Capital Group,
- providing opinions of draft resolutions presented by the Management Board to the Shareholders’ Meeting,
- granting consent for the issuance of a guarantee or warranty, as well as incurring other off-balance sheet obligations whose value exceeds PLN 5 million,
- consenting to the Management Board’s request for the issuance of bonds other than convertible bonds with a priority right,
- consenting to the Management Board’s request for the transfer of rights and obligations under permits and concessions granted to the Company by the relevant administrative authorities,
- at the Management Board’s request, issuing an opinion on the disposal or leasing of an enterprise or set of tangible and intangible assets as well as establishing a right of usufruct on such assets,
- at the Management Board’s request, granting consent for the disposal of shares of companies for which Stalexport Autostrady S.A. with its seat in Mysłowice is the dominant company.
- The Supervisory Board is entitled - through the Management Board, which is obliged to enter into the relevant contracts - to assign the preparation, for its own needs and at the Company’s cost, of an expert report, analysis and other studies necessary for it to achieve its statutory goals.
- Supervisory Board members may participate in Management Board meetings
When implementing decisions of the Supervisory Board, the Chairman of the Supervisory Board may request that a meeting of the Company’s Management Board be convened with an indication of specific matters to be the subject of the agenda for the Management Board meeting.
- The Supervisory Board or individual members acting based on a delegation from the Supervisory Board are entitled to supervise the full scope of the Company’s operations, and in particular can:
- review all documents of the Company,
- demand reports and clarifications from the Management Board and employees,
- review the state of the Company’s assets.
- The Supervisory Board will have a Remuneration Committee and Audit Committee, which will act as advisory bodies giving opinions to the Supervisory Board based on the Regulations, which constitute an attachment to these Regulations.
- The Supervisory Board will appoint committee members from among its own members.
- The Audit Committee will be composed of at least three members of whom at least one will possess knowledge and experience in the area of accounting or auditing financial statements. At least one member of the Audit Committee or individuals members in specified scopes will possess knowledge and skills in the sector in which the Company operates. Most members of the Audit Committee, including the Chairman, should meet the criteria for independence listed in Art. 129, sec. 3 of the Act on Statutory Auditors, Audit Firms and Public Supervision dated 11 May 2017 (Dz. U. of 2017, item 1089) mentioned in §3, sec. 5 of the Audit Committee Regulations. The number of Audit Committee members will be determined by the Supervisory Board.
- The Remuneration Committee will be composed of at least three members. Most of the Remuneration Committee members should meet the criteria for independence listed in §5, sec. 3 of the Supervisory Board Regulations.
- The committees will select a Chairman from among their members.
- The work of the committees will be directed by the committee Chairmen. They will also supervise the preparation of meeting agendas, the distribution of documents, and drafting of minutes of committee meetings using the Company’s resources.
- The Supervisory Board regulations concerning the convening of meetings and adoption of resolutions will apply to the convening of committee meetings and adoption of committee resolutions unless the committee regulations determine otherwise.
- Persons who are not committee members can participate in committee meetings only on the basis of an invitation.
- The committees can invite or request the participation of specific members of the authorities or experts.
- The committees are authorized to request, in particular from Management Board members, all necessary information or independent professional advice on matters falling within their competence.
- Every year, the Company will publish on its web site a statement on the existing committees regarding their members, the number of meetings held and the participation in meetings during the year and their main activities. The Company will also publish the committee rules, containing the scope of their authorization and clarifying their roles and competencies delegated by the Supervisory Board.
Information obtained by Supervisory Board members in the performance of their obligations constitutes business secrets.
- The Supervisory Board may delegate its members to independently perform specific supervisory activities.
- Supervisory Board members delegated to perform supervisory activities as stated above may receive additional remuneration in an amount determined by the Shareholders’ Meeting on the basis of a request from the Supervisory Board.
The Supervisory Board is entitled to convene an Ordinary Shareholders’ Meeting if the Management Board does not convene the meeting within the deadline specified in the Articles of Association, or an Extraordinary Shareholders’ Meeting if it believes that such a meeting is needed.
Supervisory Board members will receive remuneration in the amounts and on the principles determined in resolutions of the Shareholders’ Meeting.
- The Company will pay the costs of the Supervisory Board’s activities.
- The Supervisory Board will use the Company’s office premises, equipment and materials.
- The Company will provide administrative and technical services to the Supervisory Board
Attachments to the Regulations:
Attachment no. 1 - Audit Committee Regulations
Attachment no. 2 - Remuneration Committee Regulations
The uniform text of the Supervisory Board Regulations of the company Stalexport Autostrady S.A. were adopted by the Supervisory Board on 16 October 2017, by resolution no. 04/10/2017.