Stowarzyszenie Emitentów Giełdowych Akcja Inwestor Akcjonariat Obywatelski

GPW

10na10

 

Management

Information on Operations of the Supervisory Board of Lubelski Węgiel Bogdanka S.A.

The Term of Office of the Supervisory Board

The Supervisory Board of Lubelski Węgiel Bogdanka S.A. continuous supervision over the operations of the Company in all of its fields.

The Supervisory Board of LW BOGDANKA S.A. is appointed for a three - year joint term of office. The Board shall be composed of five to nine members. The members of the Supervisory Board are appointed and removed by the General Shareholders Meeting.

The Supervisory Board of the 10th term of office is currently operating. The mandates of the members of the Supervisory Board expire on the date of the Annual General Shareholders Meeting which approves the financial statements of LW Bogdanka S.A. for 2019, i.e. not later than on 30 June 2020. Biographies and functions of the members of the Supervisory Board can be found in the Tab: About the Company, Authorities of the Company, Supervisory Board.
 

The Board shall operate under:

The Supervisory Board exercises permanent supervision over the Company’s operations and performs its tasks on the basis of special powers granted to it by The Company's Articles of Association and The Rules of Procedure of the Supervisory Board.

The powers of the Supervisory Board, apart from those resulting from applicable laws, include the following:

  • assessment of the Directors’ Report on the Company’s operations, the financial statements for the preceding financial year, the Directors’ Report on the group’s operations, and the consolidated financial statements of the group, if such reports are prepared;
  • appointment of a chartered auditor to audit the annual financial statements and the consolidated financial statements of the Company’s group,
  • assessment of motions of the Management Board regarding the distribution of net profit or covering of net losses;
  • submission to the General Shareholders Meeting of an annual written report on the results of the assessments referred to in items 1 and 3;
  • adoption of the Rules of Procedure of the Supervisory Board, determining in detail the procedures of the Supervisory Board;
  • adoption of the uniform text of the Company’s Articles of Association prepared by the Management Board;
  • granting consent for making an advance payment to the shareholders towards an anticipated dividend;
  • approving the Rules of Selecting and Dismissing Supervisory Board Members Selected by the Company’s Employees;
  • appointing and dismissing the Management Board members;
  • determination of the rules and amounts of remuneration of the Management Board members;
  • suspending the Management Board members from office;
  • delegation of the Supervisory Board members, for a period of up to three months, to temporarily perform the duties of Management Board members who have been removed from office, resigned from office or are unable to perform their duties for another reason;
  • granting consent to Management Board members for taking positions on the governing bodies of other entities;
  • representing the Company in agreements and disputes between the Company and the Management Board members;
  • granting consent for the Company to enter into a significant agreement with a shareholder holding at least 5% of the total vote in the Company or a related entity. A significant agreement within the meaning of the previous sentence shall be an agreement whose value, on the date of the agreement, exceeds 10% of the value of the Company’s consolidated equity established on the basis of the latest published financial statements of the Company. The above obligation does not apply to typical transactions and transactions executed on an arm’s length basis within the Company’s operating activities with entities that form part of the Company’s group.


Cooperation of the Supervisory Board and the Management Board of the Company

Within the framework of rights and powers held, the Supervisory Board provided the Management Board with active support in implementation of the Company’s goals, analysing and assessing issues submitted to the meetings by the Company’s Management Board.

Rule concerning the change of chartered auditor

Pursuant to the Code of Best Practice for the WSE Listed Companies (I.Z.1.11), Lubelski Węgiel Bogdanka S.A. has implemented the Policy for selecting an audit firm to conduct an audit of Lubelski Węgiel Bogdanka S.A., the Policy for providing permitted non-audit services by the audit firm and the Audit firm selection procedure.

Report of the Supervisory Board - 2019

Report of the Supervisory Board - 2018

Report of the Supervisory Board - 2017

Report of the Supervisory Board - 2016

Report of the Supervisory Board - 2015

Report of the Supervisory Board - 2014

Report of the Supervisory Board - 2013

Report of the Supervisory Board - 2012

Report of the Supervisory Board - 2011

Report of the Supervisory Board - 2010