Annual
report 2020

Remuneration Committee activities

The Remuneration Committee is tasked with advising the Supervisory Board and Management Board on general remuneration policy within Orange Polska Capital Group and making recommendations on appointments to the Management Board.

Letter from the Chairwoman of the Remuneration Committee

Dear Shareholders,

To start with a formal matter, I would like to inform you that in June 2020, the composition of the Remuneration Committee changed – Mr. Thierry Bonhomme left the Committee and we were joined by Mr. Jean Marc Vignolles.

Thank you very much, Thierry, for your contribution to the work of the Committee and welcome Jean Marc with the hope that you strengthen the Committee.

The year 2020 was unique. The Company had to adjust its functioning to the unexpected conditions set by the COVID-19 pandemic. It was not an easy task. The Members of the Committee supported the Management Board and executive directors with an advisory voice in the preparation of new rules for the organisation and functioning of the Company that could ensure both the safety of employees and business continuity. Connectivity has become extremely important to people due to the isolation caused by the pandemic. Orange Polska served clients continuously. This crisis management exam, taking place on an unprecedented scale, has been passed successfully.

At the same time, the Committee faced the challenge of replacing Jean-François Fallacher, the CEO of Orange Polska, who was asked to take responsibility for the management of Orange Spain. The Committee recommended the Supervisory Board appoint Julien Ducarroz as the Company’s new CEO.

Additionally, at the same time Mariusz Gaca, the deputy CEO in charge of the Consumer Market was promoted to the position of the CEO of Orange Moldova. Following the discussion with the new CEO, it was decided that for some time the managers of Consumer Market will report directly to him. A possible new division of duties among Management Board Members will be discussed later after Julien Ducarroz is able to take in the Company’s situation and design a proposal.

Besides these extraordinary tasks the Committee carried out all its planned activities.

You will find all the details of the Remuneration Committee’s 2020 activities in the report below, which I am pleased to present to the shareholders.

As I mentioned before, the year 2020 was a great challenge for the Management Board and all employees of the Company. It was also a challenge for the Members of the Committee. The common goal was the implementation of the Company’s strategy, keeping the high quality of customer services and strengthening the position of Orange Polska on the market as the best ways of delivering value to the Shareholders.

I can proudly say that this was done successfully. So let me take this occasion to express my gratitude to all Members of the Committee, to our colleagues from HR division, supporting us in the performance of our tasks, and to all employees of Orange Polska.

I wish everyone good health, so that we can successfully continue service of the growing number of Poles who have trusted us.

Maria Pasło-Wiśniewska
Chairwoman of the Remuneration Committee

Main responsibilities of the Committee

The Remuneration Committee should meet at least four times a year. The task of the Committee is to advise the Supervisory Board and Management Board on the general remuneration policy of Orange Polska Group and to make recommendations on appointments to the Management Board.

The Committee’s detailed tasks include:

  • determining the conditions of employment and remuneration of the Members of the Management Board;
  • considering proposals made by the President or the Supervisory Board concerning new appointments to the Management Board, taking part in the final stage of the process and making the appropriate recommendation to the Supervisory Board about the candidates;
  • considering proposals made by the President or the Supervisory Board regarding resignation of any Member(s) of the Management Board and making, if necessary, a relevant recommendation to the Supervisory Board;
  • giving recommendations to the Supervisory Board regarding the amounts of bonuses for the Members of the Management Board;
  • providing an opinion on the remuneration policy for most senior executives, and on the general policy for the wider Orange Polska Group, in both cases having regard to the relative positioning on the market of Orange Polska Group’s terms of engagement and remuneration levels;
  • producing a report for the Supervisory Board on the activity of the Committee and assessment of the remuneration policy of Orange Polska Group.

Remuneration Committee members

Dr. Maria Pasło-Wiśniewska Chairwoman (Independent Director)
Thierry Bonhomme until 17 June 2020
Prof. Michał Kleiber (Independent Director)
Marc Ricau
Jean-Marc Vignolles since 17 June 2020

On the Remuneration Committee’s agenda for 2020

The Remuneration Committee had five meetings in 2020. During these meetings the Committee discussed and made recommendations to the Supervisory Board on the following matters:

  • appointment from 1 September 2020 and the conditions of employment of the new CEO of Orange Polska;
  • appointment from 21 July 2020 and the conditions of employment of the new CFO of the Company, as well as changes in the division of duties among Management Board Members;
  • appointment of the Management Board Members in charge of Consumer Market, Wholesale Market & Real Estate Sale and Human Capital for the next term of office starting from 17 June 2020;
  • changes in the remuneration of the Management Board Members in charge of Consumer Market, Wholesale Market & Real Estate Sale and Human Capital in order to adjust it to the scale of their contribution to the implementation of the Company’s strategy and tasks as well as the market levels of remuneration of persons of similar qualifications holding comparable positions;
  • assuming direct responsibility for the Consumer Market function by the new CEO after the deputy CEO in charge of this division left for the position of the CEO of Orange Moldova;
  • establishment of the common and individual goals for the Management Board Members for 2020, and determination of the rules of variable components of their remuneration depending on the level of implementation of these objectives;
  • evaluation of the achievement by the individual Management Board Members of their goals in each half of 2020, and determination of their bonuses for these halfyear periods, provided that the bonuses for the first half of the year constitute an advance payment towards their annual variable remuneration, which is contingent upon the achievement by the Company of its annual objectives;
  • terms of participation of the Members of the Management Board of Orange Polska in the Orange S.A. Group Long Term Incentive Plan for 2020–2022;
  • the list of eligible persons to acquire the Second Supplementary Pool Phantom Shares according to the Orange.One Incentive Programme.

The Remuneration Committee was actively involved in the process of preparation and implementation of the “Remuneration Policy for Members of the Management Board and Supervisory Board of Orange Polska S.A.” in line with the Act of 16 October 2019 amending the act on public offering and the conditions for introducing financial instruments to the organised trading system and on public companies, and certain other acts.

This Policy was approved by the Shareholders at the Annual General Meeting held on 27 August 2020.

The Remuneration Committee assessed the implementation of the Remuneration Policy in 2019 and, in accordance with Best Practice for GPW Listed Companies 2016, submitted its assessment to the Supervisory Board in a report, which is a part of the Orange Polska Integrated Report 2019.

The Remuneration Committee was very much focused on keeping the highest standards of reporting information for Shareholders.

In order to ensure the performance by the Committee of all its tasks in 2021, the working plan for 2021 was prepared. In addition to the Committee’s permanent responsibilities related to:

  • the appointment of and division of duties among the Management Board Members;
  • monitoring the adequacy of the Company’s remuneration system to its strategy and the market situation;
  • establishment of the goals for the Management Board Members, their evaluation and determination of the variable components of their remuneration;
  • the Committee, as part of its advisory role to the Management Board and Supervisory Board, planned discussions on the subjects related to human resources management in the rapidly changing economic and social environment in Poland and worldwide.

Report on the Remuneration of the Members of the Management Board and Supervisory Board of Orange Polska S.A. in 2019–2020 (*)

*subjected to Annual General Meeting approval

This Report on the Remuneration of the Members of the Management Board and Supervisory Board of Orange Polska S.A. (“the Remuneration Report”) has been developed by the Supervisory Board of Orange Polska S.A. (“the Company”) in compliance with the Act of 29 July 2005 on public offering and the conditions for introducing financial instruments to the organised trading system and on public companies (“the Public Offering Act”).

The Report covers the financial years 2019–2020 and provides an overview of the remuneration granted in line with the Remuneration Policy of Orange Polska S.A. and, from 17 June 2020, also the Remuneration Policy for Members of the Management Board and the Supervisory Board of Orange Polska S.A. with subsequent amendments (“the Remuneration Policies”). The Remuneration Policies support the implementation of the Company’s strategy and the protection of its long-term interests. In particular, by ensuring market-competitive base salaries and additional benefits, the Company strives to recruit and retain the Company’s key people. The purpose of the short-term and long-term variable remuneration, which depends on the Company’s key financial indicators, is to motivate the Management Board Members to achieve strategic goals, which are subsequently cascaded to employees at lower levels in the form of management goals.

The Remuneration Policies applied by the Company are also an element of its comprehensive strategy. By enabling the recruitment, retention and motivation of the best managers and professionals in the specialised areas existing in Orange Polska S.A. they provide people prepared to achieve the strategic goals of the Company.

Remuneration levels within Orange Polska S.A. are regularly compared to the practices of competitive companies in the market. Total remuneration depends in particular on the Company’s financial results as well as one’s individual contribution and performance.

On 19 February 2019, the Supervisory Board reappointed Jean-François Fallacher for the next term of office as the President of the Management Board of Orange Polska. On 6 February 2020, the Supervisory Board reappointed Mariusz Gatza (Gaca), Jacek Kowalski and Maciej Nowohoński for the next terms of office as Members of the Management Board. In line with the Best Practice for GPW Listed Companies, the renewals were made three months before the expiration of the current terms of office.

Effective on 31 March 2020, the following decisions on further changes in the composition of the Company’s Management Board were made:

  • Jacek Kunicki was appointed to the position of the Chief Financial Officer as the Executive Director in charge of Finance and, from 21 July 2020, as the Management Board Member in charge of Finance;
  • The scope of responsibilities of Maciej Nowohoński as the Management Board Member changed. Currently, he is in charge of Carriers Market and Real Estate Sales (previously he was in charge of Finance and, from 6 February 2020, also Carriers Market).

Julien Ducarroz has been the President of the Management Board since 1 September 2020.

Ultimately, as of 31 December 2020, the Company’s Management Board was composed of: Julien Ducarroz, Bożena Leśniewska, Witold Drożdż, Jolanta Dudek, Piotr Jaworski, Jacek Kowalski, Jacek Kunicki and Maciej Nowohoński.

Regarding Supervisory Board Members, on 24 April 2019 the mandates of Federico Colom Artola, Eric Debroeck, Prof. Michał Kleiber, Gervais Pellissier, Marc Ricau, Dr. Wiesław Rozłucki and Maciej Witucki expired. On the same day, the Annual General Meeting appointed the following persons as Members of the Supervisory Board: Eric Debroeck (for another term of office), Prof. Michał Kleiber (for another term of office), Monika Nachyła, Gervais Pellissier (for another term of office), Marc Ricau (for another term of office), Jean-Michel Thibaud and Maciej Witucki (for another term of office).

On 17 June 2020, the mandates of John Russell Houlden and Patrice Lambert-de Diesbach expired. On the same day, the Annual General Meeting appointed the aforementioned persons, that is John Russell Houlden and Patrice Lambert-de Diesbach, for the next terms of office.

On 20 October 2020, Gervais Pellissier resigned his position as a Member of the Supervisory Board and the Deputy Chairman of the Supervisory Board of Orange Polska S.A. On the same day, the Supervisory Board appointed Marie-Noëlle Jégo-Laveissière as a Member of the Supervisory Board.

In line with the requirements set in the Public Offering Act, on 17 June 2020 the Annual General Meeting adopted the Remuneration Policy for Members of the Management Board and the Supervisory Board of Orange Polska S.A., which was subsequently amended on 27 August 2020. Under this Policy, the Company’s remuneration system for the Management Board Members consists of fixed and variable components, including:

  • base salary;
  • performance-based bonus (variable component of remuneration);
  • benefits and allocation benefits;
  • long-term capital remuneration;
  • base premium for participation in the pension scheme;
  • jubilee awards;
  • employment termination benefits;
  • other benefits arising out of the provisions of labour law.

The remuneration paid in 2019–2020 was structured in compliance with the adopted Remuneration Policies and thus furthered the key objectives thereof.

The detailed terms of remuneration have been regulated in individual employment contracts with Members of the Management Board.

Some remuneration components due to the Management Board Members employed by the Company (including employee pension scheme premiums or some non-pecuniary benefits) were granted based on internal regulations which apply also to other employees of the Company.

In line with the Company’s Articles of Association, Members of the Management Board were appointed by the Supervisory Board. The term of office of each Member of the Management Board is three years. Remuneration payments to the Management Board Members were effected pursuant to employment contracts concluded for their term of office.

Julien Ducarroz, who has been the President of the Management Board of Orange Polska S.A. since 1 September 2020, remains employed by Orange Global International Mobility S.A. (“OGIM”), an Orange S.A. Group company, and performs his duties as the CEO based on posting to Orange Polska S.A.

Members of the Supervisory Board are appointed and removed by the General Meeting. Their term of office is three years. No contracts related to their functions in the Supervisory Board are concluded with Supervisory Board Members. Their remuneration is payable pursuant to the relevant resolution appointing the Supervisory Board Member, Resolution No. 33 of the General Meeting of Orange Polska S.A. dated 9 March 2015 on the terms of remuneration of Members of the Supervisory Board, and the Remuneration Policy for Members of the Management Board and the Supervisory Board of Orange Polska S.A. Simultaneously, the Supervisory Board Members other than Independent Members may remain employed by an Orange S.A. Group company; then, no remuneration is due to such Supervisory Board Members for their functions in the Supervisory Board of Orange Polska S.A. At least four members of the Supervisory Board of Orange Polska S.A. should be Independent Members, meeting the independence criteria specified in the Articles of Association of Orange Polska S.A. and the Act of 11 May 2017 on certified auditors, audit firms and public supervision with respect to Independent Members of the Audit Committee. Until 24 April 2019, Orange Polska S.A. had four independent Members in the Supervisory Board, namely Dr. Henryka Bochniarz, John Russell Houlden, Prof. Michał Kleiber and Dr. Maria Pasło-Wiśniewska.

From 24 April 2019, the independence criteria are met by five Members of the Supervisory Board, namely Dr. Henryka Bochniarz, John Russell Houlden, Prof. Michał Kleiber, Monika Nachyła and Dr. Maria Pasło-Wiśniewska.

Base salary

The terms of base salaries of the Management Board Members take into account the remuneration standards for particular positions related to the scope of duties and the market valuation of the work performed. Orange Polska S.A. monitors the remuneration market by comparing, at least annually, the Company’s salaries and remuneration practices to those adopted by other companies in the Polish market.

In the reported period, Orange Polska S.A. determined remuneration terms based on nondiscrimination, particularly with respect to gender, age, disability, race, religion, nationality, political opinion, trade union membership, ethnic origin and sexual orientation. The Company regularly reviewed its remuneration practices for nondiscrimination.

Furthermore, with respect to the Management Board Members, the Remuneration Committee of the Supervisory Board has the right to recommend the terms or employment, including the amount of base salary, based on the following premises:

  • scope of responsibilities and complexity specific to the position;
  • market competitiveness of the remuneration;
  • recommendation of the President of the Management Board (does not apply to the remuneration of the latter);
  • recommendation of the Member of the Management Board in charge of Human Capital in the Company (does not apply to the remuneration of the latter);
  • Individual contribution of the Management Board Member to the implementation of the Company‘s strategy.

Based on recommendations of the Remuneration Committee of the Supervisory Board, the Supervisory Board determined base salaries of the Management Board Members. The Supervisory Board accepted recommendations as to the base salaries of Jean-François Fallacher and Bożena Leśniewska in 2019 and of Mariusz Gatza (Gaca), Jacek Kowalski, Maciej Nowohoński and Jacek Kunicki in 2020. On 21 July 2020, the Supervisory Board of Orange Polska S.A., upon a positive recommendation of the Remuneration Committee of the Supervisory Board, determined the terms of performance of the function of the President of the Management Board by Julien Ducarroz based on posting from OGIM, an Orange S.A. Group company.

 

Benefits

The Company provided a package of benefits to its employees, including Members of the Management Board of Orange Polska S.A., in order to build a valuable offer supporting employee recruitment and retention, improving the quality of life and promoting employee integration. Orange Polska S.A. wants all its employees to be the ambassadors of the Orange brand; therefore, it provides them with access to its own products and services. Furthermore, Members of the Management Board were provided with benefits aimed to enable and facilitate the performance of their duties within the Company.

Members of the Management Board employed by Orange Polska S.A. were entitled to the following non-pecuniary remuneration components:

  • training and studies aimed at improving professional qualifications;
  • medical care package for Members of the Management Board and their relatives (children, partners/spouses);
  • life insurance;
  • landline Internet at the place of residence (Orange Polska S.A.’s telecommunications infrastructure permitting);
  • protection in the case of liability arising from the performance of the Management Board Member’s duties, including in the form of insurance protection;
  • other non-pecuniary benefits to which the Company’s employees are entitled in accordance with the internal regulations of Orange Polska S.A.

Members of the Management Board posted to Poland are entitled to all or some of the benefits listed above or benefits available according to regulations of the posting company, provided that they are approved by the Supervisory Board of Orange Polska S.A.

In 2019–2020, Members of the Management Board employed by Orange Polska S.A. were actually granted the following benefits (accounted for in the Table 1 below):

  • medical care package for Members of the Management Board and their relatives;
  • life insurance;
  • landline Internet at the place of residence.

Members of the Management Board were also entitled to liability insurance in 2019–2020.

Members of the Management Board were granted some benefits from which also persons closely associated with them could benefit in line with the terms of their employment contracts. The value of such benefits was indicated in the Table 1 below.

While performing the duties of the President of the Management Board of Orange Polska S.A., Jean-François Fallacher and Julien Ducarroz were entitled to benefits resulting from the International Mobility Policy of the Orange Group, payable by Orange Polska pursuant to the employment contract in the case of Jean- François Fallacher or an agreement between Orange Polska S.A. and OGIM in the case of  Julien Ducarroz. The amount of remuneration and benefits is shown in the Table 1 below.

In the reported period, Members of the Management Board of Orange Polska S.A., excluding Julien Ducarroz posted to the position of the President of the Management Board, did not receive remuneration from other Orange S.A. Group companies except for eligibility to participate in the Long Term Incentive Plan (LTIP).

 

Other benefits eligible to Members of the Management Board on the same terms as to all employees

Members of the Management Board employed by Orange Polska S.A. had the right to join the Employee Pension Scheme (“EPS”), which is financed by Orange Polska S.A. This scheme is a pension fund (Orange Polska Employee Pension Fund). Members of the Management Board become eligible after they have worked for at least six months in Orange Polska S.A. The Company finances a monthly base premium in the amount of 7% of the gross remuneration amount which constitutes the base for calculation of pension and disability insurance premiums. In 2019–2020, Members of the Management Board employed by Orange Polska S.A. made use of this benefit.

Members of the Management Board employed by Orange Polska S.A. had the right to jubilee awards for long service, namely for 10, 15, 20, 25 and 30 years of work, in accordance with the provisions of the Collective Labour Agreement for Employees of Orange Polska S.A. In 2019 no jubilee awards were granted, while in 2020 jubilee awards were granted to Jolanta Dudek and Mariusz Gatza (Gaca).

 

Benefits related to termination of employment with Orange Polska S.A.

In case of employment termination, employment contracts with Members of the Management Board employed by Orange Polska S.A. are terminated with a six-month notice, and they are entitled to base salary during this period.

In case of employment termination by Orange Polska S.A., in the cases specified in the employment contracts, Members of the Management Board were entitled to severance pay in the amount of their six-month base salary.

All Members of the Management Board are obliged to refrain from engaging in any competitive activities for twelve months after the termination of employment with Orange Polska S.A., and in return for refraining from competitive activities they are entitled to receive compensation in the amount of their six-month base salary.

In 2020, Jean-François Fallacher and Mariusz Gatza (Gaca) received compensation for the termination period and severance pay on the account of termination of their employment contracts.

On 21 July 2020, the Supervisory Board of Orange Polska S.A. determined the terms related to the end of tenure of Julien Ducarroz as the President of the Management Board of Orange Polska S.A.

 

Variable remuneration component

Each Member of the Management Board was entitled to variable remuneration component dependent on the achievement of annual and semi-annual financial and non-financial objectives.

The purpose of the bonus system was to motivate Members of the Management Board to achieve high performance by attaining the predefined and agreed objectives which support the implementation of the Company’s strategy and growth of customer satisfaction. In addition, the system of objectives stimulated co-operation among employees and business units by setting some solidarity objectives in addition to individual ones.

For Members of the Management Board, the variable component of remuneration is more related to the Company’s performance and depends more on the achievement of solidarity goals, which are financial objectives shared by all Members of the Management Board, than in the case of other employees of the Company.

The variable component of remuneration was determined in semi-annual settlement periods, and its calculation was based on the evaluation of the achievement of objectives defined for each Member of the Management Board in their individual task sheets.

The annual and semi-annual objectives for Members of the Management Board depended on the Company’s business plans for a given period, scope of responsibility of the particular Member of the Management Board, recommendations of the President of the Management Board and recommendations of the Member of the Management Board in charge of Human Capital in the Company.

Solidarity objectives included EBITDAaL (EBITDA after leases), Organic Cash Flow, Revenues (for the whole Orange Polska Group or certain segments of its activity), Perception NPS (customer satisfaction with Orange services), and in 2019 also Fibre & Convergent Net Adds. Individual objectives were related to functional performance and management quality.

If objectives were assessed to have been achieved in 100%, the amount of the variable remuneration component was 50% of the base salary due for a given period under the employment contract. The achievement of the set objectives below or above 100% entailed a lower or higher amount of the variable remuneration, respectively. Performance in 2019 and 2020 permitted granting the variable remuneration component to all Members of the Management Board, which is reflected in the Tables 2a and 2b below.

In addition, the President of the Management Board of Orange Polska S.A. was entitled to the Stretch Bonus based on EBITDAaL and eCAPEX as financial triggers. This bonus was up to 35% or, from August 2020, 40% of his annual base salary. The Company’s financial performance permitted payment of the Stretch Bonus for 2019. The amount of and the conditions of granting the Stretch Bonus were determined by the Supervisory Board in 2020. The amount of the Stretch Bonus for 2019 is included in the variable remuneration of the President of the Management Board in the Table 1a below.

Table 1a. Total remuneration of Members of the Management Board in 2019

Full name 1. Fixed remuneration
(PLN ‘000)
2. Variable remuneration (PLN ‘000)1 Total
enuneration
for 2019
(PLN ‘000)
Proportion
between fixed
and variable
remuneration
granted in 2019
(%)
Base
salary
Benefits Benefits
for
relatives
Compensation
and severance
pay
Other
payments
(including
EPS)
Total fixed
remuneration
Granted
for the first
half of 2019
Granted for
the second
half of 2019
Total variable
remuneration
   
Jean-François Fallacher 1,516 579 27 989 3,111 310 961* 1,271 4,382 71%/29%
Bożena Leśniewska 1,320 25 0 141 1,486 310 437 747 2,233 67%/33%
Mariusz Gatza (Gaca) 1,500 36 0 163 1,699 341 489 830 2,529 67%/33%
Witold Drożdż 864 29 0 82 975 196 282 478 1,453 67%/33%
Jolanta Dudek 900 26 0 97 1,0231 207 298 505 1,528 67%/33%
Piotr Jaworski 888 32 0 85 1,005 204 289 493 1,498 67%/33%
Jacek Kowalski 1,044 31 0 114 1,189 240 338 578 1,767 67%/33%
Maciej Nowohoński 1,080 29 0 117 1,226 247 348 595 1,821 67%/33%
1Figures in the Table include the 2019 Stretch Bonus for the President of the Management Board

Table 1b. Total remuneration of Members of the Management Board in 2020

Full name 1. Fixed remuneration
(PLN ‘000)
2. Variable remuneration (PLN ‘000)1 Total
enuneration
for 2020
(PLN ‘000)
Proportion
between fixed
and variable
remuneration
granted in 2020
(%)
Base
salary
Benefits Benefits
for
relatives
Compensation
and severance
pay
Other
payments
(including
EPS)
Total fixed
remuneration
Granted
for the first
half of 2020
Granted for
the second
half of 2020
Total variable
remuneration
   
Bożena Leśniewska 1,320 25 27 151 1,496 379 373 752 2,248 67%/33%
Witold Drożdż 864 28 0 100 992 251 244 495 1,487 67%/33%
Jolanta Dudek 900 25 0 179 1,104 259 261 520 1,624 68%/32%
Piotr Jaworski 871 28 0 101 1,000 253 251 504 1,504 66%/34%
Jacek Kowalski 1,131 29 0 127 1,287 326 322 648 1,935 67%/33%
Jacek Kunicki1 377 4 0 27 408 0 206 206 614 66%/34%
Maciej Nowohoński 1,167 29 0 130 1,326 325 321 646 1,972 67%/33%
Jean-François Fallacher2 1,176 329 3 1,718 1,181 4,407 503 167 670 5,077 87%/13%
Mariusz Gatza (Gaca)2 1,304 21 0 1,560 308 3,193 440 296 736 3,929 81%/19%
1Remuneration for a period from the date of appointment
2Remuneration for a period to the date of termination of employment

Table 1c. The amounts paid by Orange Polska S.A. on account of the reimbursement of the costs related
to posting of the President of the Management Board

Full name 1. Fixed
remuneration
(PLN ‘000)
2. Variable
remuneration
(PLN ‘000)1
Total
remuneration
(PLN ‘000)
Proportion
between fixed
and variable
remuneration (%)
Julien Ducarroz2 1,036 303 1,339 77%/23%
1 The figure includes bonuses accrued in 2020 and payable in 2021
2 From the date of appointment as the President of the Management Board of Orange Polska S.A.

 

Variable remuneration objectives for Members of the Management Board

The indicators presented above constituted the basis for setting solidarity objectives for Members of the Management Board and were settled in direct relation to the Company’s annual performance. The total remuneration of each Member of the Management Board complied with the adopted Remuneration Policy of Orange Polska S.A. and the Remuneration Policy for Members of the Management Board and the Supervisory Board of Orange Polska S.A. The objectives and the way of setting them were approved, following a review, by the Remuneration Committee of the Supervisory Board.

The objectives for the Management Board Members were settled on a semi-annual basis (with reference to the Company’s annual results) by the Supervisory Board of Orange Polska S.A. upon recommendations of the Remuneration Committee of the Supervisory Board. Orange Polska S.A. reports the financial indicators which determine the Company’s financial standing to the stock exchange. The objectives pursued by the Management Board were closely related to these financial indicators, and the achievement thereof had a direct impact on the amount of the variable component of remuneration payable to each Member of the Management Board. Therefore, the achievement of these objectives contributed to the long-term performance of the Company.

Solidarity goals in 2019 and 2020 were as follows:

  • In 2019: EBITDAaL, Organic Cash Flow, Fibre & Convergent Net Adds, Perception NPS;
  • In 2020: EBITDAaL, Organic Cash Flow, Revenues, Perception NPS.

Table 2a. Year-average share (%) of different categories of objectives in the amount of variable remuneration granted for 2019

Full name Share of
solidarity
objectives
(%)
Share of
individual
objectives
(%)
Jean-François Fallacher 89% 11%
Mariusz Gatza (Gaca) 76% 24%
Bożena Leśniewska 74% 26%
Jolanta Dudek 75% 25%
Piotr Jaworski 75% 25%
Maciej Nowohoński 75% 25%
Jacek Kowalski 75% 25%
Witold Drożdż 76% 24%

Table 2b. Year-average share (%) of different categories of objectives in the amount of variable remuneration granted for 2020

Full name Share of
solidarity
objectives
(%)
Share of
individual
objectives
(%)
Jean-François Fallacher 79% 21%
Julien Ducarroz1 82% 18%
Mariusz Gatza (Gaca) 76% 24%
Bożena Leśniewska 77% 23%
Witold Drożdż 76% 24%
Jolanta Dudek 76% 24%
Piotr Jaworski 77% 23%
Jacek Kowalski 76% 24%
Jacek Kunicki2 80% 20%
Maciej Nowohoński 80% 20%
1 From 1 September 2020
2 Accounting for twelve months of 2020

In 2019–2020, Orange Polska S.A. did not exercise the option to demand the return of the variable components of remuneration.

 

Orange Polska S.A. Incentive Programme in the form of phantom shares settled in cash

On 4 September 2017, the Supervisory Board of Orange Polska S.A. adopted the incentive programme for the key executives of Orange Polska S.A., including Members of the Management Board of Orange Polska S.A., based on derivatives (phantom shares), where the underlying instrument is the price of Orange Polska S.A. shares listed on the Warsaw Stock Exchange (WSE).

The purpose of the Programme was to link remuneration of Members of the Management Board to the Company’s share price in the long term. According to the Programme Regulations, Members of the Management Board of Orange Polska S.A. voluntarily purchased phantom shares from the basic pool for a price of PLN 1 per phantom share and, as the NPS ranking condition specified in the Programme Regulations was met, they also purchased an additional package of phantom shares. Consequently, each Management Board Member and Executive Director purchased 9,000 additional phantom shares, while other programme participants purchased 4,500 additional phantom shares each. The price per phantom share was PLN 1. In 2020, the condition of the minimum Orange Polska share price on the WSE, obligating the participants to purchase an additional package of phantom shares, was not met.

According to the Programme Regulations, phantom shares will be bought back from Members of the Management Board by the Company at the average Orange Polska S.A. share price in the first quarter of 2021, provided that it is not lower than the arithmetic mean of  Orange Polska share closing prices in the third quarter of 2017, which was PLN 5.46; otherwise, phantom shares will not be bought back and the participants will lose the invested funds.

Table 3. Incentive Programme in the form of phantom shares and the related costs recognised by Orange Polska S.A.

Full name Award date Additional pool award date Effective purchase date Purchase price Phantom shares – initial pool (number) Phantom shares – additional pool for the NPS condition (number)
Phantom shares – additional pool for the share price condition (number) Recognised cost for 12 months of 2019
(PLN ‘000)
Recognised cost for 12 months of 2020
(PLN ‘000)4
Jean-François
Fallacher1
4 Sep 2017 1 Oct 2020 1 Apr 2021 PLN 1 0 0 0 324 -423
Mariusz Gatza
(Gaca)2
4 Sep 2017 1 Oct 2020 1 Apr 2021 PLN 1 50 000 9 000 0 246 -94
Bożena
Leśniewska
4 Sep 2017 1 Oct 2020 1 Apr 2021 PLN 1 50 000 9 000 0 246 -7
Witold Drożdż 4 Sep 2017 1 Oct 2020 1 Apr 2021 PLN 1 50 000 9 000 0 246 -5
Jolanta Dudek 4 Sep 2017 1 Oct 2020 1 Apr 2021 PLN 1 50 000 9 000 0 246 -7
Piotr Jaworski 4 Sep 2017 1 Oct 2020 1 Apr 2021 PLN 1 50 000 9 000 0 246 -5
Jacek Kowalski 4 Sep 2017 1 Oct 2020 1 Apr 2021 PLN 1 50 000 9 000 0 246 -7
Jacek Kunicki2 4 Sep 2017 1 Oct 2020 1 Apr 2021 PLN 1 15 000 9 000 0 n/a 30
Maciej Nowohoński 4 Sep 2017 1 Oct 2020 1 Apr 2021 PLN 1 50 000 9 000 0 246 -7
1 On 31 August 31 2020, Jean-François Fallacher ceased to be the President of the Management Board of Orange Polska and withdrew from further participation in the Programme; the Company redeemed his phantom shares and returned the amount of PLN 70 000 which had been paid for them.
2 Costs to the end of tenure as the Member of the Management Board of Orange Polska S.A.
3 Costs from the date of appointment as the Member of the Management Board of Orange Polska S.A.
4 Costs recognised in 2020 are negative mainly as a result of reversal of costs of an additional pool of phantom shares recognised in previous years, as the condition of the Orange Polska S.A. share price was not met in the third quarter of 2020. In case of Jacek Kunicki, reversal was related to the costs recognised before the date of his appointment as the Member of the Management Board, so it was not accounted for in the table above.

 

Long Term Incentive Plan of the Orange Group

The Long Term Incentive Plan of the Orange Group is effected in three-year editions. It includes key managers in the Orange Group and conjuncts with the Orange Group’s strategic plan.

Members of the Management Board were awarded a predefined number of free shares of Orange S.A. under the following conditions: continuous service in the Orange Group throughout the Plan and some performancebased criteria.

The Plan aims to recognise the engagement of the Group’s key managers, to share the value created by the Orange Group’s strategic plan, to achieve a balance between short-term and longterm remuneration, and to rely on well-known, monitored performance indicators.

The first edition of the Plan functioned between 2017 and 2019.

In July 2018, the next edition of the Long Term Incentive Plan of the Orange Group for 2018–2020 was made available.

In July 2019, the next edition of the Long-term Incentive Plan of the Orange Group for 2019–2021 was made available, and in October 2019 the Plan became operational.

In July 2020, the next edition of the Long Term Incentive Plan of the Orange Group for 2020–2022 was made available.

The conditions for receiving a predefined number of free shares of Orange S.A. are indicated in the Table 4 below. In the Long Term Incentive Plan of the Orange Group for 2017–2019, 2018–2020 and 2019–2021, shares were or are awarded upon achieving the objective in 100%. The Board of Directors of Orange S.A. can modify the number of awarded shares by 15% depending on some criteria resulting from the strategic plan. Simultaneously, each participant of the Plan cannot realise a greater number of shares than awarded in the initial pool.

The terms of the Long Term Incentive Plan of the Orange Group for 2020–2022 were modified so that shares based on the achievement of the Organic Cash Flow objective can be awarded upon achieving it at the level equal to or greater than 95% of the target. With respect to other objectives, shares are awarded upon achieving them in 100%.

Table 4. Detailed parameters of the Long Term Incentive Plan

Name of the Plan LTIP 2017–2019 LTIP 2018–2020 LTIP 2019–2021 LTIP 2020 – 2022
Performance assessment
period
Years 2017–2019 Years 2018–2020 Years 2019–2021 Years 2020–2022
Award date 19 July 2017 18 July 2018 18 July 2019 21 July 2020
Ending date of the edition 31 December 2019 31 December 2020 31 December 2021 31 December 2022
Award condition Continuous service
in 2017–2019
Continuous service
in 2018–2020
Continuous service
in 2019–2021
Continuous service
in 2020–2022
a) Financial indicator
b) Indicator weight
a) Organic Cash Flow1
b) 50%
a) Organic Cash Flow1
b) 50%
a) Organic Cash Flow1
b) 50%
a) Organic Cash Flow1
b) 40%
a) Financial indicator
b) Indicator weight
a) Total Shareholder Return2
b) 50%
a) Total Shareholder Return3
b) 50%
a) Total Shareholder Return3
b) 50%
a) Total Shareholder Return3
b) 40%
a) Financial indicator
b) Indicator weight
n/a n/a n/a a) CSR4
b) 20%

1 The Orange Group’s Organic Cash Flow should be higher than budgeted in each year of the performance assessment period.
2 The increase in Total Shareholder Return should be higher than in TSR for the Stoxx Europe 600 Telecos index between the first four months of the year preceding the first year of performance assessment and the last four months of the last year of performance assessment.
3 The increase in Total Shareholder Return should be higher than in TSR for the Stoxx Europe 600 Telecos index between the last four months of the year preceding the first year of performance assessment and the last four months of the last year of performance assessment.
4 10% of the CSR objective corresponds to the achievement of the goal related to using energy from renewable sources at the end of the assessment period and the remaining 10% of the CSR objective corresponds to the intensity of CO2 emissions with respect to customer service at the end of the assessment period.

Table 5a. Number of shares held in the Long Term Incentive Plan

  Shares to be awarded (number)



Disposable
shares
awarded
in LTIP
2017–2019
(number)

Full name LTIP 2017–2019 LTIP 2018–2020 LTIP 2019–2021 LTIP 2020 – 2022
Julien Ducarroz 2 000 2 000 2 000
Jean-François Fallacher 2 000 2 000 2 000 2 000 1 717
Mariusz Gatza (Gaca) 2 000 2 000 2 000 2 000 1 717
Bożena Leśniewska 2 000 2 000 2 000 2 000 1 717
Witold Drożdż 2 000 2 000 2 000 2 000 1 717
Jolanta Dudek 2 000 2 000 2 000 2 000 1 717
Piotr Jaworski 2 000 2 000 2 000 2 000 1 717
Jacek Kowalski 2 000 2 000 2 000 2 000 1 717
Jacek Kunicki 1 000 1 000 1 000
Maciej Nowohoński 2 000 2 000 2 000 2 000 1 717

Table 5b. Cost of share-based payments in the Long Term Incentive Plan recognised by Orange Polska S.A.

  Cost of share-based payments (PLN ‘000)
Full name LTIP 2017–2019
LTIP 2018–2020
LTIP 2019–2021

LTIP 2020 – 2022

For 12 months to
31 December 2019
For 12 months to
31 December 2020
For 12 months to
31 December 2019
For 12 months to
31 December 2020
For 12 months to
31 December 2019
For 12 months to
31 December 2020
For 12 months to
31 December 2019
For 12 months to
31 December 2020
Julien Ducarroz2 n/a n/a 11 9 n/a 10
Jean-François Fallacher2 24 n/a 30 22 12 18 n/a 3
Mariusz Gatza (Gaca)2 24 n/a 30 28 12 23 n/a 7
Bożena Leśniewska 24 n/a 30 33 12 27 n/a 12
Witold Drożdż 24 n/a 30 33 12 27 n/a 12
Jolanta Dudek 24 n/a 30 33 12 27 n/a 12
Piotr Jaworski 24 n/a 30 33 12 27 n/a 12
Jacek Kowalski 24 n/a 30 33 12 27 n/a 12
Jacek Kunicki2 n/a n/a 7 6 n/a 6
Maciej Nowohoński 24 n/a 30 33 12 27 n/a 12
1 The Plan was settled in 2020. Disposable shares were awarded upon completion of the Plan.
2 Costs corresponding to the tenure as the Management Board Member.

The remuneration of the Members of the Supervisory Board was determined by the General Meeting of Orange Polska S.A.

Members of the Supervisory Board were entitled to fixed monthly remuneration regardless of the number of meetings held in a given month. Members of the Supervisory Board were also entitled to additional remuneration depending on functions performed in the Supervisory Board, particularly sitting on any of the Committees of the Supervisory Board.

Within the Supervisory Board, there are three standing committees: Audit Committee, Remuneration Committee and Strategy Committee. Furthermore, the Supervisory Board may establish other Committees and define their tasks at its own discretion. In 2019–2020, the Supervisory Board did not establish any further Committees. If a person was a Member or the Chairman of several Committees of the Supervisory Board in the reported period, they did not receive the sum of additional remuneration but the highest remuneration to which they were entitled.

Members of the Supervisory Board employed by Orange S.A. or Orange S.A.’s subsidiaries did not receive remuneration for performing the function of Members of the Supervisory Board of Orange Polska S.A. or its Committees.

All Members of the Supervisory Board were entitled to reimbursement of costs related to their participation in the Board‘s work. Members of the Supervisory Board could be covered by protection against liability arising from the performance of the Supervisory Board Member’s duties, particularly in the form of insurance.

In 2019, Members of the Supervisory Board were granted additional benefits in the form of invitations to sports, cultural, business events, etc.

Table 6a. Remuneration of the Members of the Supervisory Board for 2019

Full name Remuneration for performing
the function (PLN ‘000)
Of which: Remuneration for sitting
on a committee (PLN ‘000)
Notes
Maciej Witucki 432 0
Gervais Pellissier 0 0 1
Marc Ricau 0 0 1
Dr. Henryka Bochniarz 221 79
Thierry Bonhomme 210 79
Federico Colom Artola 0 0 1,2
Eric Debroeck 0 0 1
Ramon Fernandez 0 0 1
John Russell Houlden 394 263
Prof. Michał Kleiber 214 79
Patrice Lambert-de Diesbach 0 0 1
Monika Nachyła 155 54
Dr. Maria Pasło-Wiśniewska 287 151
Dr. Wiesław Rozłucki 104 58 2
Jean-Michel Thibaud 0 0 1
Jean-Marc Vignolles 0 0 1

1 A person employed by Orange S.A. who did not receive remuneration for the function performed.
2 A person who was not a Member of the Supervisory Board of the Company as at 31 December 2019.

Table 6b. Remuneration of the Members of the Supervisory Board for 2020

Full name Remuneration for performing
the function (PLN ‘000)
Of which: Remuneration for sitting
on a committee (PLN ‘000)
Notes
Maciej Witucki 422 0
Gervais Pellissier 0 0 1,2
Ramon Fernandez 0 0 1
Marc Ricau 0 0 1
Dr. Henryka Bochniarz 217 79
Thierry Bonhomme 210 79
Eric Debroeck 0 0 1
Marie-Noëlle Jégo-Laveissière 0 0 1
John Russell Houlden 394 263
Prof. Michał Kleiber 218 79
Patrice Lambert-de Diesbach 0 0 1
Monika Nachyła 215 79
Dr. Maria Pasło-Wiśniewska 317 189
Jean-Michel Thibaud 0 0 1
Jean-Marc Vignolles 0 0 1
1 A person employed by Orange S.A. who did not receive remuneration for the function performed.
2A person who was not a Member of the Supervisory Board of the Company as at 31 December 2020.

1 A person employed by Orange S.A. who did not receive remuneration for the function performed.
2 A person who was not a Member of the Supervisory Board of the Company as at 31 December 2020.

In 2019 and 2020, Orange Polska S.A. effected remuneration payments in line with the adopted Remuneration Policies, and there were no derogations from the rules specified therein.

On 27 August 2020, the General Meeting adopted a resolution on amendment to the Remuneration Policy for Members of the Management Board and the Supervisory Board of Orange Polska S.A. Total remuneration of Members of the Management Board, selected financial metrics of Orange Polska S.A. and remuneration of employees other than Members of the Management Board and the Supervisory Board, for 2020 and the preceding five years, are shown in the Table 7 below. Remuneration of all persons performing the function of Management Board Members in 2015–2020 is included in the Table, excluding the impact of benefits related to the termination of employment.

The Table indicates percentage changes in individual indicators versus their value in the preceding year.

Table 7. Changes in the remuneration of Members of the Management Board and performance of Orange Polska S.A. over the last five years

Dynamics of changes in Orange Polska‘s consolidated results (%/PLN million)
The Orange Polska Group reports a single operating segment in its IFRS financial statements as decisions about resources to be allocated and assessment of performance are made on a consolidated basis.
Annual results 2015 2016 2017 2018 2019 2020
EBITDA/EBITDAaL1 3 521 3 163 3 011 2 881 3 006 2 797
EBITDA/EBITDAaL evolution2 -10,1% -4,8% 3,1% (3) 7% (1) 2,9% (4)
Revenue 11 840 11 538 11 381 11 101 11 406 11 508
Revenue evolution2 -2,4% -1,4% -0,7% (3) 2,9% 0,9%
NPS

(Net promoter score – place
on the Polish market of
telecommunications operators)

3 3 2 3 2 1

1 Starting from 2019, following the adoption of IFRS 16 “Leases”, Orange Polska redefined the performance measures used and EBITDA was replaced by EBITDAaL (EBITDA after leases).
2 Evolution of performance measures was calculated on a comparable basis. Where applicable, previous year‘s results were restated to reflect changes in accounting policies, deconsolidation of subsidiaries and to conform to new definitions of performance measures.
3 In 2018, Orange Polska adopted IFRS 15 “Revenue from Contracts with Customers”. Evolution of Orange Polska‘s results in 2018 was calculated on a comparable basis, i.e. based on IAS 18 “Revenue” and other standards and interpretations concerning revenue recognition applicable in 2017.
4 Starting from 2020, gains on disposal of assets are excluded from EBITDAaL. Evolution of EBITDAaL in 2020 was calculated on a comparable basis to conform to new definition used in 2020.

Management Board remuneration in PLN ‘000 (gross)1,3

Full name 2015 2016 2017 2018 2019 2020
Julien Ducarroz2 n.a. n.a. n.a. n.a. n.a. 1 339
Fallacher Jean-François1,3 n.a. 1 989 3 804 3 772 4 382 3 359
Mariusz Gatza (Gaca)1,3 2 148 2 186 2 544 2 422 2 529 2 369
Jolanta Dudek3 292 1 272 1 339 1 377 1 528 1 624
Jacek Kowalski 1 725 1 729 1 776 1 712 1 767 1 935
Bożena Leśniewska3 327 1 449 1 820 1 960 2 233 2 248
Maciej Nowohoński 1 607 1 696 1 783 1 771 1 821 1 972
Witold Drożdż3 n.a. n.a. n.a. 242 1 453 1 487
Piotr Jaworski3 n.a. n.a. n.a. 244 1 498 1 504
Jacek Kunicki3 n.a. n.a. n.a. n.a. n.a. 614
Piotr Muszyński1, 3 2 476 2 443 3 134 n.a. n.a. n.a.
Bruno Duthoit1,3 3 140 1 799 n.a. n.a. n.a. n.a.
Michał Paschalis-Jakubowicz1,3 340 775 n.a. n.a. n.a. n.a.
TOTAL 12 055 15 338 16 200 13 500 17 211 18 451

Comments:
n.a. – not applicable
1 Remuneration without taking into account paid compensation and severance pay in connection with termination of employment (including compensation for non-competition after termination of employment).
2 The amount borne by Orange Polska S.A. for reimbursement of costs related to the delegation to perform the function of the President of the Management Board.
3 Total remuneration and benefits for Members of the Management Board (including the Employee Pension Programme) without benefits from the social fund due from the date of appointment as a Member of the Management Board until the end of tenure as a Member of the Management Board.
4 Total salaries and benefits for employees (including the Employee Pension Programme) excluding benefits from the social fund.
5 In October 2016, Orange Polska S.A. merged with Orange Customer Service Sp. z o.o. which influenced the average salary and employment in Orange Polska S.A.
6 Average annual employment according to the GUS methodology (excluding the Management Board) in full-time equivalents.

Employee remuneration (excluding the Management Board and Supervisory Board)1,4

2015 2016 2017 2018 2019 2020
Average total gross salary5
in PLN ‘000
106 107 105 110 115 122
Total employee remuneration5
in PLN ‘000 (gross)
in subsequent years
1 379 765 1 370 370 1 488 359 1 410 988 1 338 585 1 275 836
Management Board
remuneration to employee
remuneration ratio (%)
0,87% 1,12% 1,09% 0,96% 1,29% 1,45%
Number of employees 5, 6 13 078 12 840 14 109 12 873 11 687 10 489

The evolution of the total remuneration of Members of the Management Board was the result of changes in its composition during 2015- 2020, in particular, it was related to appointments to the Management Board in the fourth quarter of the year – hence, for example, the decrease in remuneration in 2018 and an increase in 2019, where the Management Board operated in full composition throughout 2019. The increase in remuneration of Management Board Members in 2018-2020 was correlated with the improvement in the trend of revenue dynamics and operating profitability (EBITDA/EBITDAaL) in this period.

This Report presents developments related to the remuneration of Members of the Management Board and Supervisory Board, while omits developments related to changes in the terms of remuneration of the employees of Orange Polska other than Members of the Management Board or Supervisory Board, which occurred in 2019. The latter were disclosed in the Orange Polska Integrated Report 2019.

In 2020, changes were made in the Remuneration Policy of Orange Polska S.A., which applies to all employees. These were disclosed in the Management Board‘s Report on the Activity of the Orange Polska Group in 2020.

The detailed regulations concerning remuneration of the Members of the Management Board and Supervisory Board of Orange Polska S.A. are set out in the Remuneration Policy for Members of the Management Board and the Supervisory Board of Orange Polska S.A., which was adopted at the General Meeting on 27 August 2020.

Search results