Supervisory Board and Committees

Appointment and dismissal of supervisory board members

According to the Articles of Association, the Exchange Supervisory Board consists of five to seven members appointed for a joint three-year term. Members of the Exchange Supervisory Board are elected and dismissed by the General Meeting. In the event of voting in groups under Article 385(3) of the Commercial Companies Code, the Exchange’s Supervisory Board is composed of seven members.

The Exchange Supervisory Board elects the Chairman and the Deputy Chairman of the Exchange Supervisory Board from amongst its members. The Exchange Supervisory Board may elect the Secretary to the Exchange Supervisory Board from amongst its members.

According to the Articles of Association, the General Meeting appoints:

  • at least one of the Exchange Supervisory Board members from among the candidates proposed by the shareholders being exchange members; and
  • at least one of the Exchange Supervisory Board members from among the candidates proposed by the shareholder or shareholders who jointly represent at least 10% of the share capital not being exchange members.

Candidates nominated by both these groups need to meet the criteria for independence laid down below. A candidate must be nominated not later than 7 days before the scheduled date of the General Meeting. The nomination must be accompanied by the candidate’s CV and specify the number of the shares and the number of votes the shareholder(s) nominating the given candidate represent(s). When voting on the candidates nominated by the shareholders who at the same time are exchange members, the first candidates put to vote are these nominated by the shareholders being exchange members representing the highest number of votes. If no candidates are nominated by the shareholders who at the same time are exchange members or by minority shareholders, the General Meeting elects all the Exchange Supervisory Board members on the general terms and conditions. If at least one candidate is nominated by the shareholders who at the same time are exchange members or by minority shareholders, the General Meeting elects the remaining Exchange Supervisory Board members on the general terms and conditions. If the General Meeting does not elect two Exchange Supervisory Board members following the procedure set out above in spite of candidates having been nominated by the shareholders, another General Meeting is convened, where the elections are held of such Exchange Supervisory Board members. If another General Meeting is convened, the shareholders must nominate other candidates than these originally nominated. The Exchange Supervisory Board member(s) elected following the procedure set out above may be dismissed only with the simultaneous election of an Exchange Supervisory Board member following the same procedure. In the event when due to the expiration of a mandate in the course of the term of office, except for dismissing an Exchange Supervisory Board member, the Exchange Supervisory Board does not include an Exchange Supervisory Board member elected following the procedure set out above, the elections are held not later than at the nearest Ordinary General Meeting.

At least two members of the Exchange Supervisory Board need to meet the criteria for independence laid down below. If an Exchange Supervisory Board member is elected in breach of the criteria for independence, such election will be ineffective in respect of the Company, and if the Exchange Supervisory Board member no longer meets the criteria for independence during the term of his/her office, his/her mandate shall expire.

The criteria for independence are met by a person who:

  • is not a related person in respect of the Company (except for being the Exchange Supervisory Board member),
  • is not a related person in respect of the Company’s parent or subsidiary or a subsidiary of the Company’s parent or a related person in respect of an entity in which the Company holds more than 10% of share capital;
  • is not a relative by blood or marriage to the second degree of the person referred to above;
  • is not a relative by blood or marriage to the second degree of the Company’s shareholder holding more than 5% of all votes in the Company;
  • is not a related person in respect of a Company’s shareholder holding more than 5% of all votes in the Company as well as a related person in respect of such shareholder’s parent or subsidiary or a subsidiary of such shareholder’s parent;
  • is not a relative by blood or marriage to the second degree of the person referred to in the item above.

According to the GPW Articles of Association, a “related person” means a person who:

  • is a member of the governing body of a legal person and, in the case of a partnership, a partner or a general partner;
  • is employed, mandated or otherwise legally engaged by the entity the relationship with whom is being determined. The above shall apply to the persons who during the least 3 years preceding their election as the Exchange Supervisory Board members have been employed, mandated or otherwise legally engaged by the Company.

Powers and composition of the supervisory board

The powers of the Exchange Supervisory Board are laid down in the Articles of Association as follows:

  • exercising on-going supervision of the activity of the Company;
  • appointing and dismissing members of the Management Board;
  • assessing the financial statements for the preceding financial year and the Exchange Management Board’s report on the Company’s operations including information on expenses for representation, expenses for legal services, marketing services, public relations and social communication services, and management advisory services;
  • assessing the Exchange Management Board’s proposals on the distribution of profits or covering the losses;
  • presenting to the General Meeting a written report on the findings of the above assessment;
  • approving the Exchange Management Board Rules at the request of the Exchange Management Board;
  • adopting the Exchange Supervisory Board Rules;
  • adopting the Exchange Rules at the request of the Exchange Management Board and amendments to these Rules;
  • determining the terms and conditions of contracts and remuneration of the Members of the Exchange Management Board according to a resolution of the General Meeting referred to in § 9(1a)(2) of the Articles of Association;
  • representing the Company in contracts and disputes between the Company and the Exchange Management Board members;
  • consenting to the Company entering into a contract which has a material impact on the financial or legal position of the Company with a shareholder who holds at least 5% of the total vote or with a related party;
  • determining the rules on which the Exchange Management Board members buy and sell securities listed on the stock exchange operated by the Company;
  • appointing the chartered auditor to audit the Company’s financial statements;
  • approving, at the request of the Exchange Management Board, the financial plan and the report on its implementation;
  • presenting to the General Meeting an annual concise assessment of the Company’s situation, including the internal control system and the system of managing the risks material for the Company;
  • presenting to the General Meeting an annual report on the work of the Exchange Supervisory Board;
  • considering and presenting opinions on the items to be placed on the General Meeting’s agenda;
  • approving the execution of a donation agreement or other similar agreement in an amount exceeding PLN 20,000 or 0.1% of the total assets or a debt cancellation agreement or other similar agreement in an amount exceeding PLN 50,000 or 0.1% of the total assets of the Company;
  • approving the execution or amendment of an agreement concerning legal services, marketing services, public relations and social communication services or management advisory services where the total fee for the services exceeds PLN 500,000 net per year or where the fee is not capped;
  • approving the acquisition by the Company, otherwise than in a tender, of fixed assets in an amount exceeding 0.1% of the total assets of the Company.

According to the Articles of Association, the Exchange Supervisory Board as a rule passes resolutions by an absolute majority of votes; however, resolutions of the Exchange Supervisory Board in the following matters are passed by a majority of 4/5 of votes:

  • approving the execution of an agreement which establishes a strategic alliance with another exchange (an agreement concerning in particular long-term operational relations to the extent of the Company’s core business);
  • approving the multi-annual development strategy of the Company on the request of the Exchange Management Board;
  • approving the execution, to the extent permissible under legal regulations, of an outsourcing agreement concerning operational support of trading on the regulated market or any of its segments or an outsourcing agreement concerning operational support of trading in the alternative trading system;
  • acquisition of an IT system dedicated to exchange transactions;
  • approving the acquisition or disposal of shares or other interest in commercial companies or partnerships where their amount at purchase or sale price is more than 1/10 of the share capital of the Company, subject to § 9(1a)(3)(c) and (d) and § 9(2)(2) of the Articles of Association.

Furthermore, at each time that a court decision to register amendments of the Company’s Articles of Association becomes legally valid, the Exchange Supervisory Board is authorised to define the consolidated text of the Company’s Articles of Association.

The composition of the Exchange Supervisory Board as at the end of 2017 is presented in the table below.

Composition of the Exchange Supervisory Board as at 31 December 2017 and as at the date of this report

NameFunction Independence
Wojciech NagelChairman of the Exchange Supervisory Board 
Jakub ModrzejewskiDeputy Chairman of the Exchange Supervisory Board 
Krzysztof KaczmarczykSecretary to the Exchange Supervisory BoardIndependent Member of the Exchange Supervisory Board
Bogusław BartczakMember of the Exchange Supervisory BoardIndependent Member of the Exchange Supervisory Board
Filip PaszkeMember of the Exchange Supervisory BoardIndependent Member of the Exchange Supervisory Board
Piotr PrażmoMember of the Exchange Supervisory BoardIndependent Member of the Exchange Supervisory Board
Eugeniusz SzumiejkoMember of the Exchange Supervisory Board 

On 30 December 2016, Wojciech Sawicki and Łukasz Świerżewski resigned as Members of the Exchange Supervisory Board. Until 22 February 2017, the Exchange Supervisory Board consisted of five members: Marek Dietl, Jarosław Dominiak, Jarosław Grzywiński, Wojciech Nagel, and Marek Słomski.

On 22 February 2017, the GPW Extraordinary General Meeting appointed Grzegorz Kowalczyk and Eugeniusz Szumiejko to the Exchange Supervisory Board. On 6 March 2017, Jarosław Dominiak resigned as Member of the Exchange Supervisory Board for personal reasons.

On 19 June 2017, the Ordinary General Meeting dismissed the Members of the Exchange Supervisory Board: Marek Dietl, Jarosław Grzywiński, Wojciech Nagel, Grzegorz Kowalczyk, Marek Słomski and Eugeniusz Szumiejko. On the same day, the Ordinary General Meeting of GPW appointed Members of the Exchange Supervisory Board for the new three-year term of office starting on 19 June 2017: Bogusław Bartczak, Krzysztof Kaczmarczyk, Jakub Modrzejewski, Wojciech Nagel, Filip Paszke, Piotr Prażmo, and Eugeniusz Szumiejko.

The Members of the Exchange Supervisory Board nominated by shareholders who are Exchange Members are Filip Paszke and Piotr Prażmo. The Member of the Exchange Supervisory Board nominated by minority shareholders is Krzysztof Kaczmarczyk.

Committees of the exchange supervisory board

According to the Exchange Supervisory Board Rules, the Exchange Supervisory Board appoints the following committees: the Audit Committee, the Remuneration and Nominations Committee, the Regulation and Corporate Governance Committee, and the Strategy Committee. The committees report to the Exchange Supervisory Board on an annual basis. The detailed powers and procedures of appointment and operation of the committees are defined in the Articles of Association and the Exchange Supervisory Board Rules available on the GPW website under the About the Company tab.

Composition of Supervisory Board Committees as at 31 December 2016

Strategy Committee
Marek DietlChairman
Jarosław DominiakMember
Wojciech NagelMember
Regulation and Corporate Governance Committee
Jarosław GrzywińskiChairman
Jarosław DominiakMember
Remuneration and Nominations Committee
Jarosław GrzywińskiMember
Marek SłomskiMember
Audit Committee1
Marek SłomskiChairman
Marek DietlMember
Jarosław GrzywińskiMember

1 Two members of the Audit Committee met the criteria of independence and one member of the Audit Committee had qualifications in accounting or financial audits according to Article 86(4) of the Act on Auditors.

                   

The Strategy Committee was comprised of Marek Dietl as Chairman and Wojciech Nagel as Member from the beginning of 2017 to 15 March 2017. Grzegorz Kowalczyk joined the Strategy Committee as Member on 15 March 2017 and Eugeniusz Szumiejko joined the Strategy Committee as Member on 22 March 2017. The Strategy Committee was comprised of those members until 19 June 2017. As of 26 June 2017, the Strategy Committee is comprised of Bogusław Bartczak as Chairman and Wojciech Nagel and Filip Paszke as Members.

The Regulation and Corporate Governance Committee was comprised of Jarosław Grzywiński as Chairman and Jarosław Dominiak as Member from the beginning of 2017. Wojciech Nagel joined the Regulation and Corporate Governance Committee as Member on 24 January 2017. Jarosław Dominiak’s membership in the Regulation and Corporate Governance Committee ended on 6 March 2017 due to his resignation from the Exchange Supervisory Board. The Regulation and Corporate Governance Committee was comprised of those members until 19 June 2017. From 26 June 2017 to the end of the year, the Regulation and Corporate Governance Committee was comprised of Krzysztof Kaczmarczyk as Chairman and Jakub Modrzejewski and Filip Paszke as Members.

The Remuneration and Nominations Committee was comprised of Marek Słomski and Jarosław Grzywiński as Members from 1 January 2017 to 24 January 2017. Wojciech Nagel joined the Remuneration and Nominations Committee on 24 January 2017. The Remuneration and Nominations Committee was comprised of those members until 19 June 2017. From 26 June 2017 to 31 December 2017, the Remuneration and Nominations Committee was comprised of Wojciech Nagel as Chairman and Jakub Modrzejewski and Piotr Prażmo as Members. Bogusław Bartczak joined the Remuneration and Nominations Committee on 19 February 2018.

Composition and powers of Supervisory Board Committees as at 31 December 2017

Strategy Committee
Bogusław Bartczak*
Wojciech Nagel
Filip Paszke*
Chairman
Member
Member
  • issues opinions on GPW’s strategy and its updates, 
  • issues opinions on implementation of GPW’s strategy, 
  • issues opinions on proposals of strategic alliances, 
  • issues opinions on proposals of acquisition of stakes in entities of strategic significance, 
  • issues opinions on materials related to exchange fees.
Regulation and Corporate Governance Committee
Krzysztof Kaczmarczyk*
Jakub Modrzejewski
Filip Paszke*
Chairman
Member
Member
  • initiates and issues opinions on proposed changes in regulations, 
  • prepares position statements of the Supervisory Board and the Management Board, 
  • initiates, issues opinions and monitors activities related to the implementation of the corporate governance rules by GPW, 
  • initiates, issues opinions and monitors activities supporting the implementation of the corporate governance rules in listed companies.
Remuneration and Nominations Committee
Wojciech Nagel
Jakub Modrzejewski
Piotr Prażmo*    
Chairman Member
Member
Member  
  • evaluates the remuneration policy and its implementation, 
  • issues opinions on employment contracts with the Exchange Management Board members, 
  • issues opinions on annual bonuses proposed for the Exchange Management Board members, 
  • issues opinions on the incentive system for the Exchange Management Board members.

* independent Member of the Exchange Supervisory Board, independence criteria of members of supervisory board are defined in Detailed Rule II.Z.4 of the Code of Best Practice for GPW Listed Companies.

The powers of the Supervisory Board Committees are presented above as per the Rules of the Exchange Supervisory Board as at the end of 2017. The Rules of the Exchange Supervisory Board were amended in 2018 and the powers of the Committees are defined in the Rules of the Committees.

Audit committee

The responsibilities of the Audit Committee include financial reporting, the internal control system, in particular implementation of audit and inspection recommendations, internal audit, findings of external audits and inspections, risk management including compliance risk, and ICT security and IT.

The responsibilities of the Audit Committee include:

  • monitoring of the financial reporting process;
  • monitoring of financial audits;
  • control and monitoring of the independence of the auditor and the audit firm;
  • assessment of the independence of the auditor;
  • development of the policy of selection of the audit firm and implementation of the audit firm selection procedure;
  • development of the policy of allowed non-audit services provided by the audit firm, its associates and members of its network;
  • presentation of recommendations to select an audit firm to the Exchange Supervisory Board;
  • presentation of recommendations ensuring accurate financial reporting in the Company;
  • issuing opinions on financial statements and motions of the Management Board concerning distribution of profits or coverage of losses;
  • reporting the outcome of reviews to the Exchange Supervisory Board and defining how the reviews ensured accurate financial reporting;
  • issuing opinions on annual financial plans of the GPW Group and GPW, presenting recommendations to the Exchange Supervisory Board;
  • issuing opinions on reports of the Exchange Management Board on the implementation of the financial plans of the GPW Group and GPW;
  • monitoring the efficiency of GPW’s internal control system;
  • supporting the independence and objectivism of the Internal Audit Department;
  • monitoring the efficiency of internal audit;
  • reviewing internal audit findings;
  • reviewing the rules and the efficiency of the compliance system including findings of compliance audits;
  • issuing opinions and approving the Risk Management Strategy;
  • monitoring the efficiency of the risk management system;
  • monitoring the efficiency of the business continuity system;
  • monitoring the efficiency of the ICT security and IT management system based on regular reports.

Members of the Audit Committee are appointed by the Exchange Supervisory Board from among its members. The Chairman of the Audit Committee is elected by the Audit Committee. The Audit Committee is comprised of at least 3 members. At least one member of the Audit Committee should have the knowledge and skills in accounting or financial audits. The majority of members of the Audit Committee, including the Chairman of the Audit Committee, should fulfil the criteria of independence defined in Article 129(3) of the Act of 11 May 2017 on Auditors, Audit Firms, and Public Supervision. Members of the Audit Committee should have knowledge and skills in the area of business of the Company. The condition is met if at least one Member of the Audit Committee has knowledge and skills in the area of business of the Company or different Members to a different extent have knowledge and skills in the area of business of the Company.

The composition of the Audit Committee changed as follows in 2017. From 1 January 2017 to 22 February 2017, the Audit Committee was comprised of Marek Słomski as Chairman and Marek Dietl as Member. Eugeniusz Szumiejko joined the Audit Committee as Member on 22 February 2017 and the Audit Committee was comprised of those members until 19 June 2017. The composition of the Audit Committee from 26 June 2017 and as at the date of this report is presented in the table below.

Composition of the Audit Committee as at 31 December 2017 and as at the date of this report

NameFunction Independence
Krzysztof KaczmarczykChairmanIndependent Member of the Exchange Supervisory Board
Bogusław BartczakMemberIndependent Member of the Exchange Supervisory Board
Filip PaszkeMemberIndependent Member of the Exchange Supervisory Board
Piotr PrażmoMemberIndependent Member of the Exchange Supervisory Board

The Members of the Audit Committee with the knowledge and skills in accounting or financial audits are: Piotr Prażmo, FCCA, Member of the Association of Chartered Accountants (ACCA), and Krzysztof Kaczmarczyk.

All Members of the Audit Committee have the knowledge and skills in the industry gained over many years of practice on the financial market.

The Audit Committee of the Exchange Supervisory Board met with the auditor in the presence of the Exchange Management Board on three occasions in connection with the audit of the financial statements for 2017. The key auditor participated in those meetings.