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Authorities of Unibep SA

Management Board

The Management Board of UNIBEP SA acts on the basis of the provisions of the Commercial Companies Code, the Articles of Association, and the By-Laws of the Management Board. In its work, the Management Board also complies with the principles of the “Best Practice for WSE Listed Companies”. According to the By-Laws, the Management Board of the Company consists of one or more members. Members of the Management Board, including the President of the Management Board, are appointed and dismissed by the Supervisory Board for a joint three-year term of office. The number of members of the Management Board is determined by the Supervisory Board.

In 2021, there were no changes to the composition of the Management Board of the Company.

As at the date of preparation of this report, the Management Board of the Company is composed of the following persons:

Leszek Marek Gołąbiecki

President of the Management Board, at the same time holding the position of the Managing Director of the Company,

Sławomir Kiszycki

Vice-President of the Management Board, at the same time holding the position of the Financial Director,

Krzysztof Mikołajczyk

Vice-President of the Management Board, at the same time holding the position of the Construction Director,

Adam Poliński

Member of the Management Board, at the same time holding the position of the Director of the Infrastructure Branch.

On 14 May 2020, Mr Leszek Marek Gołąbiecki, Mr Sławomir Kiszycki and Mr Krzysztof Mikołajczyk were appointed to the Management Board of the Company for the sixth term of office commencing at the end of the Annual General Meeting, i.e. on 15 June 2020, whereas Mr Adam Poliński was appointed to the Management Board of Unibep S.A. for the current, sixth term of office, on 4 November 2020, effective as of 1 January 2021.

The Management Board manages the Company’s affairs and represents it before third parties. All matters related to the management of the Company’s affairs not reserved by law or the Articles of Association to the competence of the General Meeting or the Supervisory Board shall fall within the scope of the Management Board’s duties.

Resolutions of the Management Board are adopted by an absolute majority of votes. In the event of a tie, the President of the Management Board has the casting vote.

The Management Board is entitled to pay an advance to shareholders against the expected dividend at the end of the financial year, if the Company has sufficient funds for the payment and other conditions set out in the Dividend Policy adopted by the Company on 9 November 2021 are met. The payment of an advance shall be subject to the approval of the Supervisory Board.

The following persons are entitled to submit declarations of will and sign documents on behalf of the Company: the President of the Management Board, acting on their own, or two members of the Management Board acting jointly, a member of the Management Board acting jointly with a proxy or two proxies acting jointly. The Articles of Association do not provide for any special rights for the Company’s managers; in particular, the Company’s managers are not authorised to make decisions on the issue or redemption of shares.

The By-Laws of the Management Board specify in detail the manner in which the Management Board operates. The By-Laws are adopted by the Management Board and approved by the Supervisory Board. In contracts and in disputes between the Company and a Management Board member, the Company is represented by the Supervisory Board or by a proxy appointed by a resolution of the General Meeting. The same procedure applies to other actions related to an employment relationship or any other legal relationship between a member of the Management Board and the Company.

Competences of the Supervisory Board also include the signing of contracts with members of the Management Board of the Company, determining remuneration of the President and members of the Management Board of the Company and their bonus schemes, as well as exercising the rights resulting from the employment relationship towards members of the Management Board, on behalf of the Company. The Management Board of the Company does not have any special rights related to the issue or redemption of shares.

Contracts concluded between UNIBEP SA and members of the management bodies

In connection with their work and functions in the Management Board, the President of the Management Board, Vice-Presidents of the Management Board and Member of the Management Board of UNIBEP S.A. were employed by UNIBEP S.A. in 2021 under fixed-term managerial contracts – until the expiry of the term of office of the member of the Management Board in relation to the expiry of the three-year sixth term of the Management Board (fixed-term employment contract).

Leszek Marek Gołąbiecki, President of the Management Board and Company Director, Sławomir Kiszycki, Vice-President of the Management Board and Financial Director, and Krzysztof Mikołajczyk, Vice-President of the Management Board and Construction Director were bound by fixed-term employment contracts concluded on 16 June 2020 – until the expiry of the term of office of the member of the Management Board in relation to the expiry of the three-year sixth term of the Management Board.

Adam Poliński, Member of the Management Board and Director of the Infrastructure Branch, was bound by a fixed-term employment contract concluded on 30/12/2020 – until the expiry of the term of office of the member of the Management Board in relation to the expiry of the three-year sixth term of the Management Board. Mr Adam Poliński was appointed member of the Management Board of the Company for the sixth term of office as of 01/01/2021.

Pursuant to the provisions of the aforementioned contracts, the President of the Management Board of UNIBEP S.A., Leszek Marek Gołąbiecki, and the Vice-Presidents of the Management Board of UNIBEP S.A., Sławomir Kiszycki and Krzysztof Mikołajczyk, were entitled to an annual bonus for 2020 and for subsequent years, constituting 1.5% of consolidated net profit of the UNIBEP Group in each financial year, on the condition of meeting the financial plan of the UNIBEP Group for a given year adopted by the Management Board and the Supervisory Board.

Pursuant to the provisions of the contract, Member of the Management Board, Director of the Infrastructure Branch of UNIBEP S.A. Adam Poliński, was entitled to an annual bonus for 2021 and for subsequent years, constituting 1% of consolidated net profit of the UNIBEP Group in each financial year, on the condition of meeting the financial plan of the UNIBEP Group for a given year adopted by the Management Board and the Supervisory Board.

In addition to remuneration, the employer guaranteed to pay the President of the Management Board, Vice-Presidents of the Management Board and Member of the Management Board severance amounting to 3 times the average monthly remuneration of an employee of the company in the event of termination of the employment contract from the employer for reasons not attributable to the President, Vice-President or Member of the Management Board, . The President of the Management Board, Vice-Presidents of the Management Board and Member of the Management Board were not entitled to other remuneration components as set out in the Corporate Collective Labour Agreement.

The President of the Management Board, Vice-Presidents of the Management Board and Member of the Management Board of UNIBEP S.A. had concluded non-competition contracts with the Company for the duration of the employment relationship (the non-competition clause is binding for the duration of the employment relationship) and non-competition contracts after termination of employment (the non-competition clause is binding for 6 months after termination of the employment relationship). For the duration of the non-competition clause (for a period of 6 months), the President of the Management Board, Vice-Presidents of the Management Board and Member of the Management Board were entitled to compensation amounting to 25% of the remuneration received by these persons prior to the termination of their employment relationship, to be paid in six equal instalments.

Changes introduced in 2022

Since 20 January 2022, the Company has separated the sources of remuneration for members of the Management Board based on two forms of remuneration, i.e. by appointment (Re. 1) and under an employment contract (Re. 2).

Re. 1. The remuneration to which the President of the Management Board, Vice-Presidents of the Management Board and Member of the Management Board are entitled by virtue of their appointment is determined in the form of monthly rates.

In relation with their function in the Management Board, Members of the Management Board are entitled to an annual bonus calculated based on the consolidated net profit of the UNIBEP Group for each financial year, provided that the financial plan of the UNIBEP Group for a given year adopted by the Management Board and the Supervisory Board is met.

In accordance with the Resolutions of the Supervisory Board:

  1. Board of UNIBEP S.A., Mr Leszek Marek Gołąbiecki, and the Vice-Presidents of the Management Board of UNIBEP S.A., Mr Sławomir Kiszycki and Mr Krzysztof Mikołajczyk, are entitled to an annual bonus of 1.5% for 2022 and subsequent years,
  2. Member of the Management Board of UNIBEP S.A., Mr Adam Polinski, is entitled to an annual bonus of 1% for 2022 and subsequent years.

Re. 2. The remuneration to which members of the Management Board are entitled under permanent employment contracts was determined in the form of monthly rates.

  1. Mr Leszek Marek Gołąbiecki is employed as the CEO
  2. Mr Sławomir Kiszycki is employed as the Financial Director
  3. Mr Krzysztof Mikołajczyk is employed as the Construction Director
  4. Mr Adam Poliński is employed as the Director of the Infrastructure Branch

If the employment contracts of the above employees are terminated by the employer for reasons not attributable to the employees, the employer will compensate the employee in the amount of 3 times the average monthly remuneration of an employee of the company. The amount of compensation will include compensation for refraining from competitive activities and the amount of severance pay due to the Employee under applicable legislation in connection with the termination of the employment contract for reasons not attributable to the Employee

The aforementioned employees entered into non-competition contracts with the Company for the duration of the employment relationship (the non-competition clause is binding for the duration of the employment relationship) and non-competition contracts after termination of employment (the non-competition clause is binding for 6 months after termination of the employment relationship). For the duration of the non-competition clause, employees are entitled to compensation equal to 60% of the remuneration received by the employee prior to the termination of the employment relationship for a period of six months, which will be paid to the employee in six equal instalments by the 10th of each month, by transfer to an account specified by the employee.

REMUNERATION OF THE MANAGEMENT BOARD FOR THE PERIOD: 01/01/2021 – 31/12/2021 UNIBEP SA

Imię i nazwisko

Remuneration

Bonus for profit for 2020 paid in 2021 Total
Leszek Marek Gołąbiecki 744,000.00 557,289.48 1,301,289.48
Sławomir Kiszycki 672,000.00 557,289.48 1,229,289.48
Krzysztof Mikołajczyk 610,348.84 557,289.48 1,167,638.32
Adam Poliński 480,716.56 226,632.24 707,348.80
Total 2,507,065.40 1,898,500.68 4,405,566.08

Supervisory Board

The Supervisory Board of UNIBEP SA acts on the basis of the provisions of the Commercial Companies Code, the Articles of Association, and the By-Laws of the Management Board. In its work, the Supervisory Board also complies with the principles of the Best Practice for WSE Listed Companies. The Supervisory Board is composed of 5 to 7 members, appointed and dismissed by the General Meeting for a joint three-year term of office. In the case of group voting, the General Meeting determines the number of members of the Management Board for a given term of office, by adopting a resolution prior to their election. At least two independent members should be appointed to the Management Board. Independent members of the Management Board are persons who meet all of the below criteria:

  • independence criteria within the meaning of corporate governance principles applicable to companies admitted to trading on the domestic regulated market,
  • independence criteria within the meaning of regulations governing the functioning of an audit committee.

Each shareholder may propose candidates for an independent member of the Supervisory Boardin writing to the Management Board of the Company, no later than 7 working days before the date of the General Meeting during which such a member is to be elected. Such proposals must specify the personal details of the candidate and justification for their candidacy, and include a description of the candidate’s qualifications and professional experience. Proposals must be accompanied by a written declaration of the interested person expressing their consent to be a candidate for the Supervisory Board and confirming that they meet the independence criteria, as well committing to promptly notify of no longer meeting the independence criteria. If no candidates meeting the independence criteria are proposed under the above procedure, the candidate for an independent member of the Supervisory Board shall be proposed by the Management Board of the Company at the General Meeting.

On 15 June 2020, the General Meeting passed a resolution on the election of the Supervisory Board of the Company for the sixth term

In 2021 and as of the date of this report, the Supervisory Board of the Company is composed of the following persons:

  • Jan Mikołuszko – Chairman of the Supervisory Board
  • Beata Maria Skowrońska – Vice-Chairwoman of the Supervisory Board,
  • Wojciech Stajkowski – Member of the Supervisory Board,
  • Jarosław Mariusz Bełdowski – Member of the Supervisory Board (independent),
  • Michał Kołosowski – Member of the Supervisory Board (independent),
  • Paweł Markowski – Member of the Supervisory Board (independent),
  • Dariusz Marian Kacprzyk – Member of the Supervisory Board (independent).

Meetings at least once every 3 months. The Chairman of the Supervisory Board or their deputy are required to convene a meeting of the Supervisory Board, including upon a written request of a member of the Supervisory Board or the Management Board of the Company. The meeting should be held within 2 weeks of receiving the request.

Members of the Board may participate in Board meetings using means of direct remote communication, provided that such means enable simultaneous communication and identification of all persons participating in the meeting (e.g. teleconference, videoconference), and the notice of the Board meeting provides information about the possibility of participating in the Board meeting in such manner.

A member of the Supervisory Board may cast their vote in writing, through another member of the Supervisory Board. Votes cast in writing cannot pertain to issues added to the agenda at the meeting of the Supervisory Board.

The Supervisory Board may adopt resolutions outside the meeting in writing or by means of direct remote communication.

Such a resolution is valid if all members of the Supervisory Board have been notified of the content of the draft resolution

For resolutions of the Supervisory Board to be valid, all members of the Supervisory Board must be invited in writing to the meeting, and at least half of its members must be present at the meeting, unless the provisions of the Commercial Companies Code provide otherwise. Resolutions of the Supervisory Board are adopted by an absolute majority of votes. In the event of an equal number of votes, the Chairman of the Supervisory Board has the casting vote. The Supervisory Board adopts its internal by-laws by way of a resolution. The Company communicates changes in the composition of the Supervisory Board by means of current reports.

Committees of the Supervisory Board

In accordance with the By-Laws of the Supervisory Board, permanent or ad hoc committees acting as collective advisory and opinion-forming bodies of the Supervisory Board may be appointed within the Supervisory Board. In particular, a permanent Audit Committee and Strategy Committee can operate within the structure of the Supervisory Board.

Committees are appointed by the Supervisory Board from among its members, by way of a resolution. The committee elects a Chairman of the Committee from among its members. The committee is composed of 3 to 5 members. The majority of members of the Audit Committee, including the Chairman of the Audit Committee, must meet the independence criteria within the meaning of the by-laws governing the functioning of the audit committee. Individual members of the Audit Committee must demonstrate knowledge and skills in the field of the industry in which the Company operates, as well as in accounting and auditing of financial statements.

Such committees submit an annual report on their activities to the Supervisory Board.

Audit Committee

term of office has been in place since 15 June 2020. The composition of the Audit Committee in 2021 and as at the date of this report:

  • Michał Kołosowski – Chairman of the Committee, an independent member within the meaning of Article 129(3) of the Act of 11 May 2017 on Statutory Auditors;
  • Wojciech Jacek Stajkowski,
  • Dariusz Marian Kacprzyk – an independent member within the meaning of Article 129(3) of the Act of 11 May 2017 on Statutory Auditors.

Members of the sixth term of the Audit Committee, Wojciech Jacek Stajkowski and Michał Kołosowski, possess knowledge of and skills in the industry in which the Company operates. In addition, Michał Kołosowski has knowledge of and skills in the field of accounting or auditing financial statements.

Wojciech Jacek Stajkowski is a graduate of the Faculty of Foreign Trade at the SGH Warsaw School of Economics. He has been involved in foreign trade since the very beginning of his professional career. He has held managerial positions in representative offices and subsidiaries of Polimex Cekop in the markets of the Middle East and Germany for many years. From 1996 to 2008, he worked for Grundig Polska, where he was the Managing Director and a member of the Management Board, at the same time being the Director of Distribution of the Grundig Group for Central and Eastern Europe, and a member of the Management Board of Grundig Magyarorszag. In later years he ran his own business and cooperated with Unibep S.A. as a representative of the Management Board for new markets. He was also Chairman of the Audit Committee of the Management Board of Unibep S.A. for the fourth term. Wojciech Stajkowski speaks English, German and Russian.

Michał Kołosowski received a master’s degree in Economics with a major in Accounting and Finance, and holds a Diploma in International Financial Reporting awarded by the Association of Chartered Certified Accountants (an international organisation of finance, accounting and management professionals). Between 2000 and 2004, he worked as an assistant of an auditor at Roedl&Partner, and then gained experience as a Senior Associate at PricewaterhouseCoopers between 2004 and 2007. Michał Kołosowski has been a partner in the audit department of the UHY ECA Group since 2007. He is also a member of the Supervisory Board and the Chairman of the Audit Committee at Betacom S.A. He has extensive experience in auditing financial statements, preparing consolidation packages, preparing financial due diligence analyses, and transforming financial statements into documents compliant with the IAS/IFRS and US GAAP standards. He is an expert in providing services for real estate companies and closedend investment funds. He is the author of numerous articles and a lecturer in the field of accounting. He speaks English and German.

The tasks of the Audit Committee include in particular:

  • submitting the recommendation referred to in Article 16(2) of Regulation No. 537/2014 to the Supervisory Board;
  • discussing the nature and scope of the audit with the Company’s auditors prior to the commencement of each audit of the annual financial statements;
  • informing the Supervisory Board about the results of the audit, and explaining how the audit contributed to the reliability of financial reporting in the Company, as well as of the role played by the Audit Committee during the audit;
  • reviewing the Company’s individual and consolidated interim and annual financial statements,
  • discussing any problems or qualifications raised during the audit,
  • analysing comments addressed to the Management Board and made by the Company’s auditors, and replies made by the Management Board;
  • reviewing transactions made with related entities;
  • monitoring the effectiveness of the internal control system, risk management, supervision of legal compliance, and the internal audit functions;
  • accepting internal audit programmes;
  • analysing reports of the Company’s internal auditors and replies made by the Management Board in relation to the observations contained in such reports;
  • cooperating with the Company’s organisational units responsible for audit and control, and periodic evaluation of their work, as well as providing opinions on the level of remuneration of the people employed in these organisational units;
  • carrying out an annual assessment of the need to separate the internal audit function within the Company – in the event that this function has not been separated in the Company;
  • monitoring the performance of financial reviews, in particular a review performed by an audit firm, taking into account any and all conclusions and findings of the Audit Supervision Committee resulting from an audit carried out in the audit firm;
  • controlling and monitoring the independence of an auditor and audit firm, in particular where services other than audit are provided to the Company by the audit firm;
  • assessing the independence of an auditor, and approving the provision of permitted non-audit services by the auditor to the Company;
  • developing a policy and procedure for the selection of an audit firm to perform the audit;
  • monitoring the process of financial reporting;
  • submitting recommendations aimed at ensuring reliability of the financial reporting process in the Company; • making decisions on any other issues related to the Company’s audit, which were brought to the attention of the Audit Committee or Supervisory Board.

In 2021, the Audit Committee held 4 meetings on 30 March 2021, 16 April 2021, 30 August 2021 and 24 November 2021, which were aimed at carrying out the tasks entrusted to the Committee, which included analysis of the Company’s financial statements, evaluation of the risk management system, and evaluation of the internal control system.

Strategy Committee

The Strategy Committee of the sixth term of office has been in place since 15 June 2020. The composition of the Strategy Committee in 2021 and as at the date of this report:

  1. Jan Mikołuszko – Chairman of the Committee
  2. Beata Maria Skowrońska
  3. Jarosław Mariusz Bełdowski
  4. Paweł Markowski

The task of the Strategy Committee is to give opinions and recommendations to the Supervisory Board on planned investments and divestments having a significant impact on the Company’s assets.

The tasks of this Committee include in particular:

  • evaluating the impact of planned and ongoing investments and divestments on the shape of the Company’s assets;
  • evaluating actions, agreements, letters of intent and other documents relating to activities aimed at acquiring, selling, encumbering or otherwise disposing of material assets of the Company;
  • providing opinions on all strategic documents submitted to the Supervisory Board by the Management Board;
  • providing opinions on the Company’s development strategy, including long-term financial plans.

The Strategy Committee met three timesin 2021: on 17 March 2021, 8 June 2021 and 1 October 2021. In 2021 the Strategy Committee undertook activities related to the implementation of the tasks entrusted to the Committee, in particular concerning the assessment of the development directions of the Group’s individual businesses in future years and their competitive advantages, including in the area of technology and innovation.

REMUNERATION OF THE SUPERVISORY BOARD FOR THE PERIOD: 01/01/2021 – 31/12/2021 UNIBEP SA

Name and surname Revenue Revenue of a member of the Supervisory Board under an employment contract with UNIBEP SA Total
Jan Mikołuszko 456,000.00 456,000.00
Beata Skowrońska 144,000.00 144,000.00
Wojciech Stajkowski 60,000.00 60,000.00 120,000.00
Jarosław Bełdowski 60,000.00 60,000.00
Michał Kołosowski 84,000.00 84,000.00
Paweł Markowski 60,000.00 60,000.00
Dariusz Kacprzyk 60,000.00 60,000.00
Total 924,000.00 60,000.00 984,000.00

General Meeting

The General Meeting of UNIBEP SA acts in compliance with the Commercial Companies Code, the Articles of Association, the By-Laws of the General Meeting, and also takes into account the principles contained in the corporate governance principles adopted by the Warsaw Stock Exchange. All corporate documents and information related to the date, agenda, and adopted resolutions are available on the Company’s website at www.unibep.pl (in the Investor Relations section). An Annual General Meeting is convened by the Management Board, within 6 months of the end of each financial year. An Extraordinary General Meeting is convened by the Management Board, the Supervisory Board, or shareholders representing at least half of the share capital, or at least half of all votes in the company. A shareholder or shareholders representing at least 1/20 (one-twentieth) of the share capital may request that the Management Board convene an Extraordinary General Meeting and put certain matters on its agenda. The request to convene an Extraordinary General Meeting and put certain issues on its agenda should be submitted to the Management Board in writing or in electronic form. The Management Board should convene the Extraordinary General Meeting within two weeks from the date of submitting the request. There is a special email address (wza@unibep. pl) provided on the Company’s website, which may be used in the cases specified in the Commercial Companies Code related to the General Meeting. General Meetings are held either at the Company’s registered office or in Warsaw. The General Meeting may adopt resolutions only on the issues included on the agenda. The Supervisory Board, a shareholder, or shareholders representing at least 1/20 (one-twentieth) of the share capital may request that specific issues be put on the agenda for the next General Meeting. Such a request should be submitted to the Management Board not later than within 21 days before the scheduled date of the Meeting. The request must contain a justification or a draft resolution, concerning the proposed item on the agenda. The request may be submitted in electronic form.

Competences of the General Meeting

In addition to other matters reserved by applicable laws, the competences of the General Meeting include the following:

  1. reviewing and approving the Management report on the Company’s activities and the financial statements for the previous financial year;
  2. adopting a resolution on the distribution of profits or coverage of losses;
  3. acknowledging the fulfilment of duties by members of the company’s bodies;
  4. adopting a resolution on amending the Articles of Association;
  5. adopting a resolution on merging with another Company and transformation of the Company;
  6. adopting a resolution on dissolution and liquidation of the Company;
  7. adopting a resolution on the issue of subscription warrants, convertible bonds and bonds with priority rights;
  8. adopting a resolution on the sale and lease of an enterprise or an organised part thereof and on establishing a limited property right thereon;
  9. any decisions concerning claims for compensation for damage caused during the formation of the Company, or in the course of exercising management or supervision over it;
  10. adopting a resolution on compulsory buyout of shares, pursuant to Article 418 of the Commercial Companies Code;
  11. appointing and dismissing members of the Supervisory Board. If the General Meeting resolves to distribute part or all of the profit to shareholders, the General Meeting is competent to determine the date on which the list of shareholders entitled to a dividend for the relevant financial year is established (record date) and to indicate the date of payment of the dividend. Acquisition or disposal of property, the right of perpetual usufruct, or a share in property does not require a resolution of the General Meeting.
Other shareholders’ rights and their exercise

A shareholder or shareholders representing at least one-twentieth of the share capital may, before the date of the General Meeting, submit to the company in writing or by means of electronic communication draft resolutions on the items placed on the agenda of the General Meeting or on the items to be placed on the agenda. During the General Meeting, each shareholder may propose draft resolutions concerning the items on the agenda.

Only persons being shareholders of the Company on the Record Date have the right to participate in the General Meeting. The Record Date is the day falling sixteen (16) days before the General Meeting.

Holders of temporary certificates, pledgees and users with voting rights are entitled to participate in the General Meeting, if they are entered in the share register at least one week before the General Meeting is held.

A shareholder who is a natural person may participate in the General Meeting and exercise their voting rights either in person or through a proxy. A shareholder who is not a natural person may participate in the General Meeting and exercise their voting rights through a person authorised to make declarations of will on their behalf or through a proxy.

Rules for amending the Issuer’s Articles of Association

In addition to other matters reserved by applicable laws, the competences of the General Meeting include adopting a resolution amending the Articles of Association. Resolutions of the General Meeting shall be adopted by an absolute majority of votes, unless the Articles of Association or the Commercial Companies Code provide for stricter requirements. The Articles of Association do not provide for stricter requirements with respect to voting on a resolution amending the Articles of Association.

The General Meeting may adopt a resolution on a significant change in the objects of the Company without the obligation to buy out shareholders who do not agree to the change, if the resolution is adopted by a majority of 2/3 of votes in the presence of shareholders representing at least half of the share capital.