Management Board Constitution
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- The legal basis for adoption of these Rules of the Management Board of PGNiG SA, hereinafter referred to as "the Rules", is provided in Par. 22.2.1 of the Company's Articles of Association.
- The Rules define the principles of operation of the Management Board of PGNiG SA, hereinafter referred to as "the Board", as a collegiate governing body of Polskie Górnictwo Naftowe i Gazownictwo Spółka Akcyjna with its registered office in Warsaw, hereinafter referred to as "the Company".
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- The Board manages the affairs of the Company and represents the Company in accordance with the principle of joint representation adopted at the Company (Par. 21.1 of the Company's Articles of Association); every Board member is authorised and obligated to manage the affairs of the Company and to represent the Company. A Board member's authority to represent the Company refers to any and all actions before court and out of court. Apart from the Board, proxies also are (may be) authorised to represent the Company on the basis of declaration of will.
- Representation of the Company by the Board shall comprise effecting acts in law on behalf of the Company. Acts in law effected by other persons shall be acts performed on behalf of the Company by third parties.
- Management of the Company's affairs shall refer to the internal aspects of the Company's activities.
- With respect to all matters not requiring a Board resolution, each Board member may manage the Company's business on his own, abiding by the principle of joint representation and by these Rules insofar as dictated by the division of responsibilities between the Board members.
- Each Board member is authorised and obligated to receive declarations of will and written documents addressed to the Company at the Company's offices as well as in other locations. A Board member in receipt of a declaration of will or a written document addressed to the Company is obligated to promptly pursue the matter at hand in accordance with procedures in force at the Company.
- Board members may sign documents other than ones containing declarations of will on behalf of the Company on their own.
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- Management of the Company's affairs is pursued:
- Within the scope of day-to-day management - without a prior Board resolution;
- With respect to issues beyond the scope of day-to-day management - upon adoption of a Board resolution.
- In particular, a Board resolution shall be required for:
- Adoption of the Board's rules;
- Adoption of organisational rules for the Company's enterprise;
- Establishment and liquidation of branches;
- Appointment of a proxy;
- Division of powers between the Board members, with the proviso that a relevant resolution of the Board shall require approval of the Supervisory Board, pursuant to Par. 33.1.11 of the Company' Articles of Association;
- Drawing and extending loans and drawing credit facilities, subject to the provisions of Par. 33.2.3 and Par. 33.3.16 of the Company's Articles of Association;
- Adoption of annual business including investment plans and long-term strategic plans and investment plans relating to development of the distribution system, subject to the provisions of Par. 33.1.6 of the Company's Articles of Association;
- Assuming contingent liabilities, including extension by the Company of guarantees and sureties as well as issuance of promissory notes, subject to the provisions of Par. 33.2.3 and 33.3.16 of the Company's Articles of Association;
- Acquisition and disposal of non-current assets, including real estate, perpetual usufructs or interest in real estate, of a value equal to or greater than the PLN equivalent of EUR 500,000, subject to the provisions of Par. 33.2.1 and 33.2.2, and Par. 56.3.2 and 56.3.3 of the Company's Articles of Association;
- Issues referred by the Board for consideration by the Supervisory Board or by the General Shareholders Meeting;
- approval of the information specified in Par. 23.2 of the Company's Articles of Association;
- making donations, releasing debtors from their debt obligations and entering into other agreements outside the scope of the Company's business activities as specified in the Company's Articles of Association;
- conclusion of sale contracts for natural gas, oil, gasoline and other oil and gas derivatives with a value exceeding 20% of the Company's share capital, with the proviso that in the case of sale contracts with a value exceeding the PLN equivalent of EUR 100,000,000, a Supervisory Board's opinion shall be sought, subject to the provisions of Par. 33.2.3 of the Company's Articles of Association;
- entering into legal transactions other than those specified in this Par. III.2.1-13, if their value exceeds the PLN equivalent of EUR 420,000.
- Each Board member may request that the Board adopts resolutions on specific issues.
- Board members may combine their service as Board members with management posts within the Company's enterprise;
- Board members supervise the activities of particular business units to the extent dictated by the division of responsibilities between Board members.
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- Each Board member attends to the responsibilities assigned to him on an individual basis and shall be obligated to brief other Board members on his material decisions and on the results of his supervisory work during Board sessions.
- Board sessions shall be held as needed.
- Prior to each periodical session of the Board, members of the Board shall receive the session agenda approved by the President of the Board or another member of the Board authorised by the President, specifying the date, time and venue of the session. The detailed rules governing the preparation and submission of motions for consideration at periodical sessions of the Board shall be set forth in "Circulation of Documents for Sessions of the Management and the Supervisory Board of PGNiG S.A. and for General Shareholders Meetings of PGNiG S.A." The responsibility for making the agenda available to the Board members shall rest with the Director of the Company's Office.
- Board sessions shall be called and chaired by the President of the Board or by a Board member authorised by him.
- Each Board member may submit a motion to the President of the Board or his substitute for convening a Board session on matters which require an urgent decision by the Board or for the purpose of presenting information on matters of significance to the Company. In such an event, a session shall be convened, subject to the consent of all Board members, in the following manner:
- in the event that all Board members are in attendance at the Company's registered office, the consent for convening a Board session shall be granted in writing by signing the session convocation document, in the form attached as an appendix to these Rules. The responsibility for obtaining such consent shall rest with the Director of the Company's Office.
- in the event that not all Board members are in attendance at the Company's registered office, the absent Board members shall be provided the session agenda, whereupon they shall grant their oral consent for convening a Board session. The grant of such consent shall be recorded in the minutes of the session convened as described above, which shall be signed also by the absent member of the Board.
- The provisions of Par. IV.5 shall not apply if the date and agenda of the next session has been set by the Board directly at its session. In such a case the Board members receive only the session agenda.
- Working in reference to guidelines defined by the President of the Board or by a Board member authorised by him, the unit providing support and secretarial services to the Board shall prepare the agenda of the Board session; this agenda shall be forwarded to the Board members along with the materials on the basis of which the Board will be making its decisions. The procedure governing preparation of materials for Board sessions shall be defined in a separate Board resolution.
- Subject to consent by a majority of the Board members in attendance at the session, the Board may also consider issues not included on the original agenda. Persons designated by the President of the Board and by Board members - in particular Company employees charged with issues under consideration by the Board - may participate in Board sessions in an advisory capacity.
- Board resolutions may be validly adopted if all Board members have been duly notified of the Board session. The Board may adopt resolutions during its sessions with at least half the Board members present. Ballots shall be open; a secret ballot shall be called when the vote refers to personnel issues. Resolutions of the Board shall be adopted by an absolute majority of votes cast, understood as a higher number of votes cast for a resolution than the total of dissenting and abstaining votes, with the proviso that in the event of a tie between the votes cast for a resolution and the total of dissenting and abstaining votes, the President of the Board shall have the casting vote.
- Board sessions, including resolutions, shall be documented in minutes. The minutes ought to specify the date and venue of the session, the agenda, the given names and surnames of the Board members in attendance, the number of votes cast for each resolution, and any dissenting votes as well as recounting the proceedings. Board resolutions and minutes shall be signed by all the Board members in attendance at the session subject to the provisions of IV.5.2.
- The unit providing support and secretarial services to the Board presents the draft minutes to Board members within four working days following the closing of the session. This deadline may be amended by a decision of the President of the Board. The minutes shall be deemed accepted upon its signature by the Board members in attendance at the session,
- A resolution shall contain, in particular:
- The consecutive resolution number and the date of adoption;
- The number of votes cast;
- Mention of any dissenting opinions.
- The Company shall maintain a file of resolutions and a file of minutes documenting Board sessions. Access to these files shall be provided to:
- Board members and persons authorised by them in writing;
- Supervisory Board members;Persons carrying on control and audit proceedings at the Company and authorised to review the Company's documents on the basis of separate regulations.
- The unit providing support and secretarial services to the Board shall submit to the Board information on implementation of resolutions.
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- As vis a vis the Company, the Board members shall be subject to the limitations arising from the Commercial Companies Code, the Company's Articles of Association, these Rules, and resolutions of the Supervisory Board and of the General Shareholders Meeting.
- These Rules come into force upon their approval by the Supervisory Board.
