Our governance structure
Orange Polska has three governing bodies:
General Meeting
Executive Directors
Organisational business units
The General Meeting is responsible for the following duties (among others):
- review and approval of the financial statement and report on
the company’s activity in the previous financial year
- distribution of profits or coverage of losses
- confirming the proper execution of duties by the members of
the Supervisory Board and the Management Board
- mendments to the Articles of Association, including an
increase or reduction of the share capital
- merger or change of the legal form of the company
- appointment and removal of the members of the Supervisory
Board
- determining the remuneration of the members of the
Supervisory Board
Full details of the matters reserved for the General Meeting’s
decision making can be found on our website at
http://www.
orange-ir.pl/pl/corporate-governance/corporate-documents.
The Supervisory Board is responsible for supervision over the
Company’s activities (including the activities of its controlled
subsidiaries) and represents the company in concluding any
agreements between Orange Polska and members of the
Management Board or in the event of any disputes between the
Company and members of the Management Board. It is also
obliged to ensure that the financial statements and reports on
the Company’s activities meet the requirements of the provisions
of accountancy law
The main duties of the Supervisory Board are:
- evaluation of annual financial statements
- evaluation of the Management Board’s report on company’s
activities and motions of the Management Board regarding
distribution of profits or covering of losses as well as submitting
a written report on the results of the above mentioned
evaluations to the General Assembly
- appointing, dismissing and suspending for important reasons a
member of the Management Board or the entire Management
Board as well as determining the terms of their remuneration
and fixing their the remuneration
- appointing an auditor to examine or inspect financial
statements
- stating an opinion on annual and long-term strategies and
business plans and annual budget
- stating an opinion on incurring liabilities in excess of the
equivalent of EURO 100,000,000 as well as on disposal of the
assets in excess of the equivalent of EURO 100,000,000
- submitting a concise evaluation of the Company’s standing to
the General Meeting
Full details of the matters reserved for the Supervisory Board’s
decision making can be found on our website at
http://www.orange-ir.pl/corporate-governance/corporate-documents
Criteria for independent Supervisory Board members
The independent members of Orange Polska Supervisory
Board satisfy the following conditions:
- not to belong, and not have belonged to the senior
management for the previous 5 years, including not to be and
not have been either a member of the Management Board of
the Company or its affiliated entity
- not to be, or have been for the previous three years an
employee of the Company, or its associated, subsidiary or
affiliated entity and not to be bound by any similar agreement
with such entities
- not to receive, or have received, significant additional
remuneration from the Company, or its affiliated entity apart
from a fee received as a member of the Supervisory Board,
including as a member of the Audit Committee
- not to exercise supervision over the Company within the
meaning of the Accounting Act or to represent in any way a
shareholder, persons or entities exercising control over the
Company
- not to have, or have had within the previous year, a significant
business relationship with the Company or its affiliated entity,
either directly or as an owner, partner, shareholder, director,
member of the supervisory board or other supervisory or
controlling body or senior employee, including member of
the management board or other governing body of an entity
having such a relationship. Business relationship include
the situation of a significant supplier of goods or services
(including financial, legal, advisory or consulting services),
of a significant customer, and of organisations that receive
significant contributions from the Company or its group
- not to be, or have been within the previous three years:
- an owner, partner (including a general partner) or a
shareholder of a current or former audit firm conducting
an audit of a financial statements of the Company or its
affiliated entity, or
- a member of the supervisory board or other supervisory or
controlling body of a current or former audit firm conducting
an audit of a financial statements of the Company, or
- an employee or person belonging to senior management,
including a member of the management board or other
governing body of a current or former audit firm conducting
an audit of a financial statements of the Company or its
affiliated entity, or
- another person whose services were used or supervised by
a current or former audit firm or statutory auditor acting on
behalf of a current or former audit firm
- not to be a member of a management board or other governing
body in a company in which a member of the Management
Board of the Company is a member of the supervisory board
or other supervisory or controlling body, and not to have other
significant links with members of the Management Board of the
Company through involvement in other companies or bodies
- not to be a member of the Supervisory Board of the Company
for more than twelve years
- not to be a close family member of a member of the
Management Board of the Company or of persons, referred
to in points 1-8, in particular not to be a spouse, cohabitant,
relative or in-laws in a straight line, and in the collateral line to
the fourth degree, of a member of the Management Board or
of persons referred to in points 1-8
- not to remain in adoption, custody or guardianship with
a member of the Management Board of the Company or with
persons, referred to in points 1-8
Additional remuneration, referred to in point 3 above:
- covers in particular any participation in a share option or any
other performance-related pay scheme
- does not cover the receipt of fixed amounts of compensation
under a retirement plan including deferred compensation
for prior service with the Company, provided that such
compensation is not contingent in any way on continued
service with the Company
A relationship with a shareholder precluding the independence
of a member of the Supervisory Board within the meaning of
point 2 above is also an actual and significant relationship with
any shareholder who holds at least 5% of the total vote in the
Company.
The Management Board manages Orange Polska’s affairs,
administers its assets and represents the company towards
third parties. It is responsible for any matters relating to the
company’s affairs which, under the Commercial Companies
Code or the company’s Articles of Association, do not fall within
the competence of the General Meeting or the Supervisory
Board. The Management Board implements resolutions of the
General Meeting and the Supervisory Board as well as its own
resolutions, and is responsible for their execution.
In particular, Board resolutions are required in the following
affairs of the Company:
- formulation of the Company’s strategies and approval of
multi-year plans for development of its individual activity
areas
- approval and update of the Company’s budget
- fixing amounts of investment outlays and their financing
sources
- contracting credit lines and other financial liabilities
- formulation of personnel policies and rules of remuneration
within Company
- adoption of annual financial statements and the Management
Board’s reports on the Company’s and the Capital Group’s
activity
- proposing to the General Meeting motions regarding the
distribution of profits or the offsetting of losses
- the Company’s property transformation and public trading in
the Company’s securities
- exercising owner’s supervision over companies with Orange
Polska participation
- participation in other companies
- concluding and implementing agreements between the
Company and any trade unions acting within it
- negotiation and settlement of labour disputes
- rules for filling the posts of key management, including terms
and conditions of employment and remuneration rates
Full details of the matters reserved for the Management Board’s
decision making can be found on our website at
http://www.orange-ir.pl/corporate-governance/corporate-documents.
Executive Directors are responsible for management of
specific functions within the company. The task areas of
their responsibilities are described in the Orange Polska
Organisational Regulations.
Regulating conflicts of interest
Each member of the Supervisory Board should take
appropriate action to prevent and resolve conflicts of interest
and is obliged to promptly inform the Chairman about all
conflicts of interests which have arisen or may arise. Also
he/she is obliged to inform the Company immediately about
the existence of their relationship with any shareholder who
holds shares representing not less than 5% of all votes at the
General Meeting of the company, and to provide the company
with a quarterly summary on such relationships. This concerns
financial, family and other relationships which may affect the
position of the member of the Supervisory Board on issues
decided by the Supervisory Board.
Each Management Board member is obliged to promptly
inform the Company about all conflicts of interests which make
impossible or limit his ability to perform any function of a Board
member.
Supervisory and Management Board members are obliged to
submit quarterly statements including additional information
required by the laws and regulations related to the listing of
shares on the regulated markets, with the aim of informing
the Company about potential conflict of interest. In case of
a conflict between the interests of the Company and the
personal interests of a Supervisory or Management Board
member, or his/her descendants or relatives up to the second
degree, a Board member shall abstain from participation in
resolving such cases.
The Audit Committee reviews and provides an opinion to the
company’s Management Board and/or the Supervisory Board
on significant transactions with related parties as defined by
the corporate rules.
Orange SA’s nominees abstain from voting on Supervisory
Board meetings and Audit Committee meetings on transactions
involving Orange SA or its subsidiaries. Also other members of
the Supervisory Board performing functions in other companies
which enter into transactions with the Company are excluded
from voting on matters relating to such transactions.