8. Rules governing the appointment and removal of management personnel and such personnel’s powers, particularly the power to make decisions on the issuance 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 is 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 to Management Board members elected by employees.
As long as the State Treasury remains a shareholder of the Company and the Company’s annual average headcount exceeds 500, the Supervisory Board appoints to the Management Board 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% of valid votes plus one were cast in favour of that person, with the reservation that the election results are binding on the Supervisory Board if at least 50% of the Company’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 their position by delivering a representation to that effect to the Supervisory Board, and a copy to the State Treasury (represented by the minister competent for matters pertaining to the State Treasury). The resignation must be submitted in writing, or will otherwise be ineffective towards the Company.
The Management Board member elected by the employees may also be removed upon a written request submitted by at least 15% of the Company’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 if 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.
The powers of the Management Board are discussed in Section 11.1.2 hereof.
Pursuant to the Articles of Association, decisions on the issuance or buyback of shares are adopted by the Issuer’s General Meeting.
Previous section