Integrated Report 2018

  • Introduction
    • Message from CEO
      •
    • About the report
      •
  • Company and our stakeholders
    • About our company
      •
    • Our stakeholders
      •
  • Business model and value creation
    • Business model and value creation
      •
    • Key resources
      •
    • Business model
      •
    • External environment
      •
    • Internal environment
      •
  • Strategy
    • Q&A with CEO
    • Our strategy
  • Results
    • Q&A with CFO
    • Outputs & outcomes
    • Financial review
  • Risk
    • Risk management
    • Risk exposure
  • Corporate governance
    • Our approach to corporate governance
    • Our governance structure
    • Governing bodies activities in 2018
  • Selected financial data
  • Appendix
    • GRI table
    • Defining the Reports content
    • Sustainable Development Goals
    • Methodology
    • Glossary
    • Independent Limited Assurance Statement
    • Contact information
Corporate governance

Letter from the Chairman of the Remuneration Committee

Dear Shareholders,

I am pleased to attach my report on the activities of the Remuneration Committee over the past 12 months. The Committee held four meetings during this year.

One of the main responsibilities of the Remuneration Committee is to make recommendations to the Supervisory Board on appointments to the Management Board. As part of this, in 2018 the Committee recommended reappointing two Management Board Members for the next term of office and recommended two new appointments to the Management Board.

In 2018 the Remuneration Committee reviewed the employment conditions of the Management Board Members and the Executive Directors and accepted some changes in their remunerations.

One of the main task of the Remuneration Committee is to provide an opinion on the remuneration policy for the Orange Polska and in 2018 the Committee accepted the remuneration policy in Orange Polska S.A., in accordance with Best Practice for GPW Listed Companies 2016. We then recommended the policy to the Supervisory Board.

We also have been involved in assessment of the Management Board Members performance and gave our recommendations to the Supervisory Board regarding the amounts of theirs bonuses.

Additionally Remuneration Committee developed and recommended to the Supervisory Board a new structure of the MBO system based primarily on solidarity targets: EBITDA, Organic Cash Flow (OCF) and NPS.

The Remuneration Committee presented the report on its activities in 2017 to the Supervisory Board.

The Remuneration Committee also gave its positive recommendation to the Supervisory Board about the Orange SA Group Long Term Incentive Programme for 2018 – 2020 and also about the update of the Regulations of the Orange.One Motivation Programme which is a voluntary Programme in Orange Polska.

Wiesław Rozłucki
Chairman of the Remuneration Committee

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.