Integrated ESG
Report 2021

Assumptions of Corporate Governance

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Task Structure Term in office
  • The General Meeting is the Company’s constitutive body. In addition to any matters related to the Company’s operations and matters specified in applicable laws, the General Meeting resolves i.a. on amendments to the Company’s Articles of Association and changes in its business profile, distribution of profit or coverage of loss, review and approval of the financial, approval of performance of duties by members of the Company’s governing bodies and defines the rules and amounts of remuneration of Supervisory Board members and the rules of remuneration of Management Board members
  • The General Meeting operates in accordance with the provisions of the Commercial Companies Code, the Articles of Association and the Rules of Procedure for the General Meeting.
  • Each shareholder of the Company has the right to participate in General Meetings.
  • One share confers the right to one vote at the General Meeting.
  • The Management Board, the Supervisory Board, shareholders representing at least 50% of the share capital or at least 50% of the total voting power and in accordance with the Articles of Association, the State Treasury, regardless of the share in the share capital and the total number of votes have the right to convene the General Meeting.
  • Under PGNiG’s Articles of Association, the voting rights of the Company’s shareholders have been restricted so that no shareholder (except for the State Treasury) can exercise at a General Meeting more than 10% of the total voting rights existing as at the date of the General Meeting.
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Task Structure Term in office
  • The Supervisory Board exercises ongoing supervision of the Company’s activities in all areas of its operations, and presents its opinions on all matters submitted by the Management Board for consideration to the General Meeting.
  • The Supervisory Board may appoint standing or ad hoc committees (established as needed), to act as the Supervisory Board’s collective advisory and opinion-forming bodies. In 2019, one committee operated at the Supervisory Board – the Audit Committee.
  • The Supervisory Board operates in accordance with the provisions of the Commercial Companies Code, the Articles of Association and the Rules of Procedure for the Supervisory Board.
  • The Company’s Supervisory Board consists of five to nine members appointed by the General Meeting.
  • One Supervisory Board member should meet the independence criteria specified in the Articles of Association. In 2019, the Supervisory Board of the Company consisted of 3 independent members who were also members of the Audit Committee of the Supervisory Board.
  • The State Treasury, represented by the minister competent for matters pertaining to energy, has the right to appoint and remove one member of the Supervisory Board.
  • If the Supervisory Board consists of up to six members, two members are appointed from among persons elected by the Company’s employees and employees of all of its subsidiaries; if the Supervisory Board consists of seven to nine members, three members are appointed from among candidates elected by the employees.
  • Supervisory Board members are appointed for a joint term of office lasting three years.
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Tasks Structure Term in office
  • The Management Board conducts the Company’s affairs and represents it in all judicial and extrajudicial actions. The powers of the Management Board include all matters related to the management of the Company’s affairs not reserved by law or the Articles of Association for the General Meeting or the Supervisory Board. In particular, the Management Board is required to develop business plans, including investment plans, as well as the Company’s and the PGNiG Group’s Strategy and strategic long-term plans and submit them to the Supervisory Board for approval.
  • The Management Board operates in accordance with the principles set forth in the Code of Commercial Companies, the Articles of Association and the Regulations of the Management Board.
  • Members of the Management Board or the entire Management Board are appointed and dismissed by the Supervisory Board.
  • Until the State Treasury is a shareholder of PGNiG and the Company employs an average of more than 500 employees per year, the Supervisory Board appoints one person elected by the employees to the Management Board for the term of the Management Board.
  • Management Board members are appointed for a joint term of office lasting three years.
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