Exchange Management Board

Appointment and dismissal of management board members

The Exchange Management Board consists of three to five members, including the President of the Management Board. The Exchange Management Board members are appointed for a joint four-year term. The President of the Management Board is appointed by the General Meeting. The other members of the Exchange Management Board are appointed and dismissed by the Exchange Supervisory Board according to the Articles of Association in a competition procedure conducted by the Exchange Supervisory Board to review and assess the qualifications of the candidates and to select the best candidate. The terms and conditions of the competition procedure are defined by the Exchange Supervisory Board.

The Exchange Management Board is the Company’s executive body comprised of three to five members. As at 31 December 2017 and as at the date of this report, the Exchange Management Board was comprised of four members.

Exchange Management Board members can serve as board members in other business entities only with the approval of the Exchange Supervisory Board.

Given that the Company operates a regulated market, additional rules regarding the composition of the Exchange Management Board apply under the Act on Trading in Financial Instruments of 29 July 2005. Accordingly, the Management Board should include persons with higher education, at least three years of experience in financial market institutions, and a spotless reputation as regards the functions they perform. If a company running an exchange organises an alternative trading system, the above conditions should also be satisfied by the persons directing those activities, unless members of the Exchange Management Board direct the organisation of the alternative trading system. Furthermore, eligible as Members of the Exchange Management Board are persons who have at least 5 years of employment, at least 3 years of experience in management positions or in self-employment. Not eligible as a Member of the Exchange Management Board is any person who meets any of the following criteria:

  • is a social liaison or employee of the office of a Deputy, Senator or Member of the European Parliament under an employment agreement, work contract or similar agreement;
  • is a member of a body of a political party which represents the political party and is authorised to assume obligations;
  • is employed by a political party under an employment agreement, work contract or similar agreement;
  • is elected to a trade union of the company or a trade union of a member of the group of companies;
  • his or her social or professional activity creates a conflict of interests for the business of the Company.

Changes to the composition of the Exchange Management Board require the consent of the Polish Financial Supervision Authority, which is granted at the request of the Exchange Supervisory Board. The Polish Financial Supervision Authority may refuse to grant consent if the proposed changes do not ensure that operations will be conducted in a way which does not jeopardize the safety of securities trading and properly safeguards the interests of participants in that trading.

Powers of the management board

The Exchange Management Board handles the Company’s affairs and assets, and represents it in its dealings with third parties. The Exchange Management Board exercises all powers that are not vested in the General Meeting or the Exchange Supervisory Board. Resolutions of the Exchange Management Board are adopted by an absolute majority of votes. Two Exchange Management Board members acting jointly or an Exchange Management Board member acting together with a commercial proxy are authorised to represent the Company. On 21 June 2017, the Exchange Management Board granted a commercial proxy to Tomasz Walkiewicz. The power of proxy is a joint power and authorises the proxy to act only jointly with an Exchange Management Board member.

Pursuant to § 5(3) of the Articles of Association, the Exchange Management Board may, with the consent of the Exchange Supervisory Board, make interim dividend payments to the shareholders on the terms laid down in the Code of Commercial Companies and Partnerships. The Management Board has, however, no authority to issue or buy out shares.

The Exchange Management Board convenes a General Meeting in the cases defined in the Articles of Association, the Code of Commercial Companies and Partnerships and other applicable regulations.

Composition of the exchange management board

The tables below present the composition of the GPW Management Board as at the end of 2016 and 2017.

Composition of the Exchange Management Board as at the end of 2016

NameFunction
Małgorzata ZaleskaPresident of the Management Board
Paweł DziekońskiVice-President of the Management Board
Michał CieciórskiVice-President of the Management Board
Dariusz KułakowskiMember of the Management Board

Composition of the Exchange Management Board as at the end of 2017 and as at the date of this report

NameFunction
Marek DietlPresident of the Management Board
Michał CieciórskiVice-President of the Management Board
Jacek FotekVice-President of the Management Board
Dariusz KułakowskiMember of the Management Board

On 4 January 2017, the Extraordinary General Meeting dismissed Małgorzata Zaleska from the Management Board. The decision took effect on the date of delivery to GPW of the decision of the Polish Financial Supervision Authority approving the dismissal of Małgorzata Zaleska, President of the Management Board, from the Exchange Management Board on 14 March 2017.

On 4 January 2017, the Extraordinary General Meeting appointed Rafał Antczak as President of the Exchange Management Board. The decision was to take effect on the date of delivery to GPW of the decision of the Polish Financial Supervision Authority approving the change on the Exchange Management Board. On 13 March 2017, Rafał Antczak resigned as President of the GPW Management Board for personal reasons.

On 14 March 2017, the Polish Financial Supervision Authority approved the change on the Exchange Management Board appointing Jacek Fotek as Vice-President of the Management Board. The decision of the Exchange Supervisory Board of 16 December 2016 appointing Jacek Fotek as Vice-President of the Management Board took effect on the date of delivery of the decision to GPW on 14 March 2017.

On 15 March 2017, the Exchange Supervisory Board delegated Jarosław Grzywiński, Member of the Exchange Supervisory Board, to temporarily perform the duties of President of the Exchange Management Board for a period up to 3 months.

On 22 March 2017, Paweł Dziekoński resigned as Vice-President of the Exchange Management Board as of 22 March 2017.

On 16 June 2017, the Exchange Supervisory Board passed a resolution appointing Jarosław Grzywiński as Vice-President of the Exchange Management Board subject to the approval of the Polish Financial Supervision Authority for the change on the Exchange Management Board. On 15 December 2017, Jarosław Grzywiński resigned as Vice-President of the Exchange Management Board before taking office due to new appointments in the development of the Polish capital market.

On 19 June 2017, the Ordinary General Meeting passed a resolution appointing Marek Dietl as President of the Exchange Management Board effective as of the date of delivery to GPW of the decision of the Polish Financial Supervision Authority approving the change on the Exchange Management Board. On 26 September 2017, the Polish Financial Supervision Authority approved the change on the Exchange Management Board and the appointment of Marek Dietl as President of the Exchange Management Board. The decision was delivered to GPW on 27 September 2017.

All this information was published in current reports and is available on the GPW website in the Investor Relations tab.

Organisational chart of GPW S.A.

Organisational chart of GPW as at 31 December 2017 and as at the date of publication of this report

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