Our governance structure

Orange Polska has three governing bodies:

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;
• amendments 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 www.orange-ir.pl/wp-content/uploads/2020/12/Articles_of_Association_2020.pdf and www.orange-ir.pl/wp-content/uploads/2020/12/Regulations_of_the_General_Meeting_2020.pdf.

The Supervisory Board is responsible for supervision of 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 the 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, and fixing, their remuneration;
• appointing an auditor to examine or inspect financial statements;
• stating an opinion on annual and long-term strategies and business plans and the annual budget;
• stating an opinion on incurring liabilities in excess of the equivalent of EUR 100,000,000 as well as on disposal of assets in excess of the equivalent of EUR 100,000,000;
• submitting a concise evaluation of the Company’s standing to the General Meeting;
• submitting a remuneration report to the General Meeting.

Full details of the matters reserved for the Supervisory Board’s decision making can be found on our website at www.orange-ir.pl/wp-content/uploads/2020/12/Articles_of_Association_2020.pdf and www.orange-ir.pl/wp-content/uploads/2020/12/OPL_Supervisory_ Boards_Regulations_2020.pdf

The Management Board 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, Management Board’s 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 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’s 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

www.orange-ir.pl/wp-content/uploads/2020/12/Articles_of_Association_2020.pdf and www.orange-ir.pl/wp-content/uploads/2020/12/Regulations_of_the_Management_Board_2020.pdf

Executive Directors are responsible for the management of specific functions within the Company. The task areas of their responsibilities are described in the Orange Polska Organisational Regulations.

The Supervisory Board Members and the Management Board Members perform their functions acting in the best interest of Orange Polska. The prevention and proper management of conflicts of interest at all levels of the organisation is part of our corporate culture.

In order to ensure that the decisions of the Supervisory Board and the Management Board as the Company’s key bodies are taken in an honest, transparent and impartial manner, we have defined the Orange Polska Conflicts of Interest Policy (hereinafter the “Policy”) applicable to Supervisory Board and the Management Board Members.

The aim of the Policy is to implement best practices and provide Orange Polska with transparent decision-making processes by:

• providing Members of the Supervisory Board and the Management Board with information allowing to identify what a conflict of interest is;
• definition of the procedures by which persons should disclose actual and potential conflicts of interest;
• an indication of how to manage such cases.

The method of managing conflicts of interest in Orange Polska follows the provisions of law, ethical and industry standards, best market practices and takes into account the solutions applied by the Orange Group.

The content of the Policy complements the Code of Ethics and Anti-corruption Policy and the Orange Polska’s Procedure for Supervising Transactions with Related Parties.

The Supervisory Board Members or the Management Board Members may refer to the Board Referee for Conflicts of Interest in order to obtain information or to clarify any doubts related to a potential or existing conflict of interest.

The function of the Board Referee is performed by the Chairman of the Supervisory Board of Orange Polska. The Board Referee, if he deems it appropriate, may request an opinion and recommendation from the Chief Compliance Officer of Orange Polska.

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 interest 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 interest which make impossible or limit his/her 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.

Member of the Supervisory Board or Member of the Management Board, in a situation of a conflict of interest shall not participate in discussing a given matter at any level, in making any decisions, and if a vote is ordered, refrain from participating in it or cast a vote abstaining and request to put that in the minutes.

In special matters the Board Referee, respectively in consultation with the Secretary of the Supervisory Board of Orange Polska or the President of the Management Board of Orange Polska, can prepare a decision on how to manage the conflict of interest or states its absence in a given case.

If an existing or potential conflict of interest has been reported by the Chairman or the Secretary of the Supervisory Board, or by the President of the Management Board, that person is excluded from making decisions regarding the given matter, and his/her duties are taken over by other persons indicated as taking participation in the conflict of interest management process. 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 transactions involving Orange SA or its subsidiaries on Supervisory Board meetings and Audit Committee meetings and when resolutions are adopted by circulation. Also other Members of the Supervisory Board performing functions in other companies which enter into transactions with the Company are not involved in making decisions on matters relating to such transactions.