8. Rules governing the appointment and removal of management personnel and such personnel’s powers, including in particular the power to make decisions as to issue or buy-back of shares
Pursuant to the Articles of Association, individual members of the Management Board or the entire Management Board are appointed and removed by the Supervisory Board. A member of the Management Board shall be appointed following a qualification procedure carried out pursuant to the Regulation of the Polish Council of Ministers of March 18th 2003 concerning qualification procedures for members of management boards of certain commercial-law companies (Dz.U. No. 55, item 476, as amended). This procedure does not apply in the case of the Management Board members elected by employees.
As long as the State Treasury remains a shareholder of the Issuer and the Issuer’s annual average headcount exceeds 500, the Supervisory Board appoints as a Management Board member one person elected by the employees, to serve for the Management Board’s term of office. A person is considered to be a Management Board candidate elected by the employees if, during the election, 50% plus one of valid votes were cast in favour of such a person, with the reservation that the election results are binding on the Supervisory Board if at least 50% of the Issuer’s employees participated in the election.
Management Board members are appointed for a joint term of three years.
A member of the Management Board may resign from his/her position by delivering a representation to that effect to the Supervisory Board, with a copy to shareholder State Treasury (represented by the minister competent for matters pertaining to the State Treasury). To be valid, the resignation must be submitted in a written form, or otherwise will be ineffective towards the Issuer.
The Management Board member elected by employees may also be removed upon a written request submitted by at least 15% of the Issuer’s employees. The Supervisory Board orders the voting and its results are binding on the Supervisory Board if at least 50% of the Issuer’s employees participate in the voting and the percentage of votes cast in favour of the removal is not lower than the majority required for the election of a member of the Management Board by the employees.
Powers of the Management Board are discussed in Section 11.1.2 hereof.
Pursuant to the Articles of Association, decisions concerning an issue or buyback of shares are adopted by the Issuer’s General Meeting.