The Supervisory Board is the standing supervisory body in KGHM Polska Miedź S.A. in all aspects of the Company’s operations. It is composed of seven to ten members appointed by the General Meeting, three of whom are elected by the Company’s employees.
Supervisory Board members are appointed for a joint term of office of three years. Pursuant to the Articles of Association and the principles set out in the “Best Practices”, at least two Supervisory Board members should meet the independence criteria – we satisfied this requirement in 2017. The Supervisory Board supervises the activities of KGHM Polska Miedź S.A. on a permanent basis. The meetings of the Supervisory Board are held once a quarter, and decisions are taken in the form of resolutions. In order for them to be valid, all Supervisory Board members must be invited to the meeting and resolutions must be adopted by the absolute majority of votes, in the presence of at least half of the Supervisory Board members. The powers and rules of operation of the Supervisory Board are def ned in, among others, the Company’s Articles of Association and the Rules and Regulations of the Supervisory Board. These documents are publicly available at www.kghm.com.
|Composition of the Supervisory Board of KGHM Polska Miedź S.A.:*|
|Dominik Hunek||Chairman of the Supervisory Board|
|Michał Czarnik||Deputy Chairman of the Supervisory Board|
|Janusz Marcin Kowalski||From 21 June 2017|
|Wojciech Andrzej Myślecki|
|and the members elected by the employees:|
* Composition of the Supervisory Board as at the date of publication of the report
The Supervisory Board has three committees whose role is to provide support in preparing evaluations and opinions, and in arriving at decisions.
G4-34 The Audit Committee supervises financial reporting, the internal control system, risk management and internal and external audits.
The Remuneration Committee supervises the enforcement of the provisions of agreements concluded with the Management Board, the system of remuneration and benefits in the KGHM Polska Miedź S.A. Group, training and other services provided by the company, as well as audits carried out by the Board in this respect.
The Strategy Committee supervises the implementation of the strategy and annual and long-term operating plans of the Company. The Committee assesses the coherence of these documents and provides its opinions on draft strategies and their amendments presented by the Management Board to the Supervisory Board, and on the Company’s annual and long-term operating plans.
* A detailed description of the tasks of each of the committees can be found in the “Management Board Report on the Activity of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2017”, available at www.kghm.com.