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

Supervisory Board activities in 2018

Supervisory Board Members (as of 31 December 2018)

1. Maciej Witucki
Chairman of the Supervisory Board
2. Gervais Pellissier
Deputy Chairman of the Supervisory Board
3. Marc Ricau
Secretary of the Supervisory Board, Member of the Audit and Remuneration Committees
4. Dr. Henryka Bochniarz
Independent Member of the Supervisory Board, Member of the Strategy Committee
5. Thierry Bonhomme
Member of Supervisory Board, Member of the Remuneration Committee
6. Federico Colom Artola
Member of the Supervisory Board, Member of the Audit Committee
7. Eric Debroeck
Member of the Supervisory Board, Member of the Strategy Committee
8. Ramon Fernandez
Member of the Supervisory Board
9. John Russell Houlden
Independent Member of the Supervisory Board, Chairman of the Audit Committee
10. Prof. Michał Kleiber
Independent Member of the Supervisory Board, Member of the Audit and Strategy Committees
11. Patrice Lambert-de Diesbach
Member of the Supervisory Board, Member of the Strategy Committee
12. Dr. Maria Pasło-Wiśniewska
Independent Member of the Supervisory Board, Member of the Audit, Remuneration and Strategy Committees
13. Dr. Wiesław RozłuckiMaciej Witucki
Member of the Supervisory Board, Chairman of the Remuneration Committee
14. Jean-Marc Vignolles
Member of the Supervisory Board, Chairman of the Strategy Committee


Until November 9, 2018, Orange Polska had five independent members on the Supervisory Board: Dr Henryka Bochniarz, John Russell Houlden, Prof. Michał Kleiber, Dr Maria Pasło-Wiśniewska and Dr Wiesław Rozłucki. At present, four members of the Supervisory Board meet the independence criteria. Dr Wiesław Rozłucki no longer meets the independence criteria because he has been a member of the Supervisory Board for longer than 12 years. For this reason, Dr Wiesław Rozłucki submitted his resignation from the Supervisory Board on 22 March 2019. The resignation will be effective on the day of the Annual General Meeting approving financial statements for 2018.

Profiles of the Supervisory Board Members can be found on our website at http://www.orange-ir.pl/corporate-governance/ supervisory-board.

Changes in the composition of the Supervisory Board in 2018

On April 20, 2018, the mandates of Ms. Henryka Bochniarz, Mr. Jean-Marie Culpin, Mr. Ramon Fernandez, Ms. Maria Pasło-Wiśniewska, Mr. Wiesław Rozłucki and Ms. Valérie Thérond expired.

On the same day, Ms. Henryka Bochniarz, Mr. Thierry Bonhomme, Mr. Ramon Fernandez, Ms. Maria Pasło-Wiśniewska, Mr. Wiesław Rozłucki and Mr. Jean-Marc Vignolles were appointed by the Annual General Assembly as Members of the Supervisory Board.



Supervisory Board attendance register 2018

  Supervisory
Board		 Audit
Committee		 Strategy
Committee		 Remuneration
Committee
Maciej Witucki 5/5
Gervais Pellissier 4/5 2/3
Marc Ricau 5/5 7/7 4/4
Henryka Bochniarz 5/5 3/3
Thierry Bonhomme 2/3 2/2
Federico Colom Artola 5/5 6/7
Jean-Marie Culpin 2/2 1/1
Eric Debroeck 5/5 3/3
Ramon Fernandez 4/5
John Russell Houlden 5/5 7/7
Michał Kleiber 5/5 7/7 3/3
Patrice Lambert-de Diesbach 4/5 3/3
Maria Pasło-Wiśniewska 5/5 7/7 3/3 4/4
Wiesław Rozłucki 5/5 4/4
Valérie Thérondi 5/5 2/2
Jean-Marc Vignolles 3/3 2/2
Actual number of meetings attended
Maximum number of scheduled meetings which the directors could have attended

Rules for appointing a Supervisory Board member and the term of office

Members of the Orange Polska Supervisory Board should have the relevant education, professional and practical experience and high moral standing. They should also be able to devote the time required to properly perform their role on the Supervisory Board. Members of the Supervisory Board are appointed by the General Meeting. Each shareholder has a right to put forward potential candidates to be Supervisory Board members, and the eventual members are appointed at the General Meeting by a simple majority of votes cast.

In case the mandate of a member of the Supervisory Board expires for reasons other than end of the term of office or dismissal from the Supervisory Board, the rest of the members of the Supervisory Board may appoint, by a majority of two thirds of the votes cast, a new member of the Supervisory Board. The mandate of any such newly appointed member expires on the date of the next General Meeting held not earlier than five weeks after the appointment. The term of office of Supervisory Board members is three years. Mandates of the Supervisory Board members expire on the day of the Annual General Meeting approving financial statements for the second full accounting year of their term in office (also as a result of death, resignation or dismissal).