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

On the Remuneration Committee’s agenda for 2018

  • Approval of the proposals presented by CEO concerning the appointments of Bożena Leśniewska and Jolanta Dudek as the Management Board Members for the next term of office from April 2018. The Remuneration Committee positively recommended these appointments to the Supervisory Board and theirs current employment contract conditions.
  • Approval of the proposals presented by CEO concerning new appointments to the Management Board: Witold Drożdż and Piotr Jaworski as the Management Board Members from 1 November 2018. The Remuneration Committee made positive recommendation to the Supervisory Board about two candidatures and their employment conditions.
  • Acceptance of the change in remuneration of the Vice-President of the Management Board in charge of Business Market and positive recommendation to the Supervisory Board.
  • Acceptance of the change in remuneration of the Management Board Member in charge of Customer Experience from 1 November 2018 and positive recommendation to the Supervisory Board.
  • Approval of the new name of the position of Jolanta Dudek since 1 May 2018: Management Board Member in charge of Customer Experience.
  • Acceptance of the change in remuneration of the Executive Director in charge of Network &Technology; the Executive Director in charge of Corporate Affairs; the Executive Director in charge of Carriers Market and the Executive Director in charge of Transformation &Effectiveness, from 1 November 2018.
  • Acceptance of the Stretch Bonus for Jean-François Fallacher for 2017 and positive recommendation to the Supervisory Board.
  • Acceptance of the conditions of the Stretch Bonus for JeanFrançois Fallacher for 2018 and positive recommendation to the Supervisory Board.
  • Acceptance of the new MBO rules for 2018.
  • Acceptance for the Management Board Members of: evaluation of the MBO goals for H2 2017, establishment and evaluation of the MBO goals for H1 2018 and establishment of the MBO goals for H2 2018.
  • Preparation for the Supervisory Board the Annual Report on the activities of the Committee in 2017.
  • Approval of the part of the Management Board’s Report on the Activity of Orange Polska S.A. in 2017, including the remuneration policy in Orange Polska S.A., in accordance with Best Practice for GPW Listed Companies 2016.
  • Positive recommendation to the Supervisory Board about the Orange SA Group Long Term Incentive Programme for 2018 - 2020.
  • Acceptance of update of the Regulations of the Orange.One Motivation Program and positive recommendation to the Supervisory Board.
  • Review of and opinions on the subject of Group Leader Tool for self-evaluation by SVB Members
Remuneration Committee at a glance

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 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 interviewing process and making appropriate recommendations to the Supervisory Board about candidates
  • considering proposals made by the President or the Supervisory Board regarding dismissal or reports regarding resignations of any members 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 remuneration policy for most senior executives, and on the general policy for the wider Orange Polska Capital Group: in both cases having regard to the relative positioning on the market of Orange Polska Group’s terms of engagement and remuneration levels