Regulations of the Board of Directors
Regulations of the Management Board of Premium Financial Group S.A. in Katowice
I. General Provisions
§ 1.
The Regulations specify the principles and procedures of work and the division of powers of the Board of Directors of the Company – Grupa Finansowa Premium S.A. in Katowice.
§ 2.
For the purposes of the Regulations, the following definitions are introduced:
1. the Company – Grupa Finansowa Premium S.A. in Katowice;
2. the Board of Directors – the Board of Directors of the Company;
3. Member of the Management Board – President of the Management Board, Vice President of the Management Board and other members of the Management Board;
4. President – the Chairman of the Company’s Board of Directors;
5. Articles of Association – the Articles of Association of the Company;
6. Supervisory Board – the Supervisory Board of the Company;
7. employee – a person providing work for the Company under an employment contract or a civil law contract;
8 General Meeting – the Ordinary or Extraordinary General Meeting of Shareholders of the Company;
9. code – the law of 15.09.2000. Commercial Companies Code (Journal of Laws No. 94/00, item 1037).
2. the Board of Directors – the Board of Directors of the Company;
3. Member of the Management Board – President of the Management Board, Vice President of the Management Board and other members of the Management Board;
4. President – the Chairman of the Company’s Board of Directors;
5. Articles of Association – the Articles of Association of the Company;
6. Supervisory Board – the Supervisory Board of the Company;
7. employee – a person providing work for the Company under an employment contract or a civil law contract;
8 General Meeting – the Ordinary or Extraordinary General Meeting of Shareholders of the Company;
9. code – the law of 15.09.2000. Commercial Companies Code (Journal of Laws No. 94/00, item 1037).
§ 3.
(1) The Board of Directors shall manage the affairs of the Company and represent the Company.
(2) The Board of Directors shall act in accordance with the provisions of the Code, the Articles of Association, the Corporate Governance Principles to the extent adopted by the Company and these Regulations.
(2) The Board of Directors shall act in accordance with the provisions of the Code, the Articles of Association, the Corporate Governance Principles to the extent adopted by the Company and these Regulations.
§ 4.
An employment contract or other contract relating to the performance of the function of a member of the Management Board shall be concluded with members of the Management Board by the Supervisory Board or by a representative of the Company’s Supervisory Board delegated from among its members by resolution of the Supervisory Board. Other actions related to the employment relationship of a member of the Management Board or other legal relationship concerning the performance of the function of a member of the Management Board shall be performed in the same manner
§ 5.
(1) The total amount of remuneration of all, as well as the individual remuneration of each member of the Board of Directors, broken down additionally into its individual components, should be disclosed in the annual report, together with information on the procedures and principles of its determination. If the amount of remuneration of individual members of the Board of Directors differs significantly from each other, it is recommended to publish an appropriate explanation.
(2) Remuneration of members of the Board of Directors should be determined on the basis of transparent procedures and principles, taking into account its incentive nature and ensuring effective and smooth management of the company. Remuneration should correspond to the size of the company’s enterprise, be in a reasonable relation to economic performance, and be related to the responsibilities of the function, taking into account the level of remuneration of members of the Board of Directors in similar companies in a comparable market.
(2) Remuneration of members of the Board of Directors should be determined on the basis of transparent procedures and principles, taking into account its incentive nature and ensuring effective and smooth management of the company. Remuneration should correspond to the size of the company’s enterprise, be in a reasonable relation to economic performance, and be related to the responsibilities of the function, taking into account the level of remuneration of members of the Board of Directors in similar companies in a comparable market.
§ 6.
1 A member of the Management Board should treat the shares held in the Company and its parent companies and subsidiaries as a long-term investment.
(2) Members of the Management Board should inform the Supervisory Board of any conflict of interest in connection with their function or the possibility of its occurrence.
(3) A member of the Board of Directors should maintain full loyalty to the Company and refrain from actions that could only lead to the realization of his own material benefits. If a Management Board member obtains information on the possibility of an investment or other favorable transaction concerning the subject matter of the Company’s business, he or she should present such information to the Management Board without delay in order to consider its use by the Company. The use of such information by a member of the Management Board or the transfer of such information to a third party may take place only with the consent of the Management Board and only if it does not violate the interests of the Company.
(2) Members of the Management Board should inform the Supervisory Board of any conflict of interest in connection with their function or the possibility of its occurrence.
(3) A member of the Board of Directors should maintain full loyalty to the Company and refrain from actions that could only lead to the realization of his own material benefits. If a Management Board member obtains information on the possibility of an investment or other favorable transaction concerning the subject matter of the Company’s business, he or she should present such information to the Management Board without delay in order to consider its use by the Company. The use of such information by a member of the Management Board or the transfer of such information to a third party may take place only with the consent of the Management Board and only if it does not violate the interests of the Company.
II. Management of the Company’s affairs
§ 7.
(1) The Management Board, guided by the interests of the Company, determines the strategy and the main objectives of the Company’s operations and submits them to the Supervisory Board, after which it is responsible for their implementation and execution. The Management Board shall ensure that the Company’s management system is transparent and efficient, and that the Company’s affairs are conducted in accordance with the law and good practice.
(2) In making decisions on the Company’s affairs, members of the Management Board should act within the limits of reasonable economic risk, i.e. after considering all information, analyses and opinions that, in the reasonable opinion of the Management Board, should be taken into account in a given case in view of the Company’s interests. In determining the Company’s interest, the long-term legitimate interests of shareholders, creditors, employees of the Company and other entities and persons cooperating with the Company in its business activities, as well as the interests of local communities, should be taken into account.
(3) In making transactions with shareholders and other persons whose interests affect the interests of the Company, the Board of Directors shall act with special care to ensure that transactions are made at arm’s length.
(2) In making decisions on the Company’s affairs, members of the Management Board should act within the limits of reasonable economic risk, i.e. after considering all information, analyses and opinions that, in the reasonable opinion of the Management Board, should be taken into account in a given case in view of the Company’s interests. In determining the Company’s interest, the long-term legitimate interests of shareholders, creditors, employees of the Company and other entities and persons cooperating with the Company in its business activities, as well as the interests of local communities, should be taken into account.
(3) In making transactions with shareholders and other persons whose interests affect the interests of the Company, the Board of Directors shall act with special care to ensure that transactions are made at arm’s length.
§ 8.
(1) If the Board of Directors is multi-member, all members of the Board of Directors shall be obliged and entitled to jointly manage the Company’s affairs.
(2) On the basis of a resolution of the Board of Directors, the members of the Board of Directors may make an internal division of powers and determine the organizational units of the Company subordinate to individual members of the Board of Directors.
(3) A member of the Board of Directors may submit any matter within its competence to the Board of Directors for resolution.
(4) A Board Member may request that a matter within the competence of another Board Member be decided by the Board.
5. as part of the internal division of powers Board members:
a) head the Company’s subordinate organizational units,
b) decide on matters within their jurisdiction and control their execution by the Company’s organizational units and Employees subordinate to them,
(c) issue orders and circular letters regulating matters within their jurisdiction,
(d) control the application by subordinate organizational units of the Company’s internal regulations.
(2) On the basis of a resolution of the Board of Directors, the members of the Board of Directors may make an internal division of powers and determine the organizational units of the Company subordinate to individual members of the Board of Directors.
(3) A member of the Board of Directors may submit any matter within its competence to the Board of Directors for resolution.
(4) A Board Member may request that a matter within the competence of another Board Member be decided by the Board.
5. as part of the internal division of powers Board members:
a) head the Company’s subordinate organizational units,
b) decide on matters within their jurisdiction and control their execution by the Company’s organizational units and Employees subordinate to them,
(c) issue orders and circular letters regulating matters within their jurisdiction,
(d) control the application by subordinate organizational units of the Company’s internal regulations.
§ 9.
(1) The powers of the President of the Management Board shall include matters not reserved for the Management Board and other Members of the Management Board.
(2) The President’s responsibilities include, in particular:
a) coordinate the work of the other members of the Board,
(b) directing the work of the Board,
(c) convening meetings of the Board,
(d) chairing meetings of the Board,
e) informing the members of the Board of Directors about important current issues and matters, related to the functioning of the Company,
(f) issuance of internal orders.
(3) During the period of the President’s temporary inability to perform the duties referred to above, the President shall be replaced, in the case of a two-member board, by the second member of the Board, and in the case of a three-member board, by the Vice President, unless the President appoints another Board Member.
(2) The President’s responsibilities include, in particular:
a) coordinate the work of the other members of the Board,
(b) directing the work of the Board,
(c) convening meetings of the Board,
(d) chairing meetings of the Board,
e) informing the members of the Board of Directors about important current issues and matters, related to the functioning of the Company,
(f) issuance of internal orders.
(3) During the period of the President’s temporary inability to perform the duties referred to above, the President shall be replaced, in the case of a two-member board, by the second member of the Board, and in the case of a three-member board, by the Vice President, unless the President appoints another Board Member.
III. Board meetings
§ 10.
(1) Resolutions of the Board shall be adopted by an absolute majority of votes.
(2) Resolutions of the Board may be adopted if all members have been duly notified of the Board meeting.
(3) The resolution of the Board of Directors requires, in particular:
(a) internal division of powers among the individual members of the Board,
(b) Establishment of the Company’s organizational chart,
c) establishment of regulations on labor, remuneration, company social benefits fund, d) establishment of other regulations and internal acts of the Company,
(e) Establish procedures and rules for dealing with the media and conducting information policy,
(f) Staffing of management positions in the Company,
g) appointment of a proxy and determination of his remuneration, h) adoption of proposals for approval of the annual financial statements and proposals for distribution of profit or coverage of loss, i) convening of general meetings, determination of the agenda and draft resolutions,
(j) determination of the Company’s annual and multi-year business plans,
(k) approval of the general terms and conditions of new commercial products and amendments thereto; however, changes in the general terms and conditions of individual products due to changes in generally applicable regulations and organizational changes at the Company may be made without resolutions of the Board of Directors;
(l) other matters beyond the scope of ordinary management.
(2) Resolutions of the Board may be adopted if all members have been duly notified of the Board meeting.
(3) The resolution of the Board of Directors requires, in particular:
(a) internal division of powers among the individual members of the Board,
(b) Establishment of the Company’s organizational chart,
c) establishment of regulations on labor, remuneration, company social benefits fund, d) establishment of other regulations and internal acts of the Company,
(e) Establish procedures and rules for dealing with the media and conducting information policy,
(f) Staffing of management positions in the Company,
g) appointment of a proxy and determination of his remuneration, h) adoption of proposals for approval of the annual financial statements and proposals for distribution of profit or coverage of loss, i) convening of general meetings, determination of the agenda and draft resolutions,
(j) determination of the Company’s annual and multi-year business plans,
(k) approval of the general terms and conditions of new commercial products and amendments thereto; however, changes in the general terms and conditions of individual products due to changes in generally applicable regulations and organizational changes at the Company may be made without resolutions of the Board of Directors;
(l) other matters beyond the scope of ordinary management.
§ 11.
(1) Meetings of the Board shall be held as necessary, but at least once a calendar month.
(2) The Board of Directors may establish by resolution a fixed date for Board meetings.
(3) Meetings of the Management Board shall be convened by the President of the Management Board. In justified cases, a Board meeting may be convened by another Board Member.
(4) The President of the Management Board shall also set the agenda for meetings of the Management Board. A member of the Management Board may at any time report to the President of the Management Board a matter requiring consideration by the Management Board.
(5) A meeting of the Management Board may be convened by the President or another Member of the Management Board on his own initiative or on the initiative of the Supervisory Board. A meeting convened on the initiative of the Supervisory Board should be held no later than on the fifth business day from the date of receipt of the relevant request by the President. The agenda for a meeting convened in this manner should first include the matters submitted in the Supervisory Board’s motion.
(6) Board members shall be notified of the convening of a Board meeting in time to allow each Board member to attend the meeting, no later than two days before the scheduled date of the Board meeting.
(7) Notices shall be made in writing – by registered mail or by personal acknowledgment of receipt by the Board member. Notices may also be made by e-mail, if the Board member has given prior written consent to this by providing the address to which the notice should be sent. Proof of notification to Board members of the convening of a Board meeting shall be attached to the minutes of the meeting.
(8) The notice convening a meeting of the Board of Directors shall specify at least the date and place of the meeting and the agenda.
(9) The requirements of paragraphs (3) – (8) shall not apply if all members of the Board of Directors are present at the Board of Directors’ meeting and agree to hold the meeting.
(2) The Board of Directors may establish by resolution a fixed date for Board meetings.
(3) Meetings of the Management Board shall be convened by the President of the Management Board. In justified cases, a Board meeting may be convened by another Board Member.
(4) The President of the Management Board shall also set the agenda for meetings of the Management Board. A member of the Management Board may at any time report to the President of the Management Board a matter requiring consideration by the Management Board.
(5) A meeting of the Management Board may be convened by the President or another Member of the Management Board on his own initiative or on the initiative of the Supervisory Board. A meeting convened on the initiative of the Supervisory Board should be held no later than on the fifth business day from the date of receipt of the relevant request by the President. The agenda for a meeting convened in this manner should first include the matters submitted in the Supervisory Board’s motion.
(6) Board members shall be notified of the convening of a Board meeting in time to allow each Board member to attend the meeting, no later than two days before the scheduled date of the Board meeting.
(7) Notices shall be made in writing – by registered mail or by personal acknowledgment of receipt by the Board member. Notices may also be made by e-mail, if the Board member has given prior written consent to this by providing the address to which the notice should be sent. Proof of notification to Board members of the convening of a Board meeting shall be attached to the minutes of the meeting.
(8) The notice convening a meeting of the Board of Directors shall specify at least the date and place of the meeting and the agenda.
(9) The requirements of paragraphs (3) – (8) shall not apply if all members of the Board of Directors are present at the Board of Directors’ meeting and agree to hold the meeting.
§ 12.
1 Meetings of the Board of Directors shall be held at the Company’s headquarters.
(2) A meeting of the Management Board may be held elsewhere in the Republic of Poland if all members of the Management Board agree to it and it does not cause the Company to incur excessive costs.
(3) The agenda may be expanded with the consent of all Board Members. Limiting the agenda does not require the presence of all Board Members.
(4) Members of the Supervisory Board, the Company’s management and other invited persons may participate in meetings of the Management Board in an advisory capacity.
(2) A meeting of the Management Board may be held elsewhere in the Republic of Poland if all members of the Management Board agree to it and it does not cause the Company to incur excessive costs.
(3) The agenda may be expanded with the consent of all Board Members. Limiting the agenda does not require the presence of all Board Members.
(4) Members of the Supervisory Board, the Company’s management and other invited persons may participate in meetings of the Management Board in an advisory capacity.
§ 13.
A meeting of the Board of Directors shall be chaired by the President of the Board of Directors, or in his absence by the member of the Board of Directors who called the meeting. If none of the persons referred to in the preceding sentence is present, the meeting shall be chaired by the oldest Board member present.
§ 14.
(1) Resolutions of the Board shall be minuted.
(2) The Board member who chaired the meeting shall be responsible for taking the minutes of the Board meeting.
(3) The minutes should include the consecutive numbers of the resolutions, the date and place of the meeting, the names and surnames of the Board members present, the agenda, the content of the adopted resolutions, the number of votes cast for each resolution and dissenting opinions, if any.
(4) Any member of the Management Board shall be entitled to submit a dissenting opinion with a justification, which shall then be attached to the minutes. A member of the Board of Directors may also request that it be noted in the minutes that he or she voted against the resolution without stating the reasons for his or her position.
(5) The minutes should be signed by all Board members present at the meeting.
(6) A member of the Board may submit a motion to correct or supplement the minutes. If such a motion is made, the Board shall decide whether to grant it at the next meeting.
7 The minutes of the meetings of the Board of Directors shall be kept at the Company’s headquarters.
(8) The minutes shall be made available to the members of the Board of Directors for inspection upon their each request. (9) Administrative support of the Board’s activities shall be provided by the Company Secretariat.
(2) The Board member who chaired the meeting shall be responsible for taking the minutes of the Board meeting.
(3) The minutes should include the consecutive numbers of the resolutions, the date and place of the meeting, the names and surnames of the Board members present, the agenda, the content of the adopted resolutions, the number of votes cast for each resolution and dissenting opinions, if any.
(4) Any member of the Management Board shall be entitled to submit a dissenting opinion with a justification, which shall then be attached to the minutes. A member of the Board of Directors may also request that it be noted in the minutes that he or she voted against the resolution without stating the reasons for his or her position.
(5) The minutes should be signed by all Board members present at the meeting.
(6) A member of the Board may submit a motion to correct or supplement the minutes. If such a motion is made, the Board shall decide whether to grant it at the next meeting.
7 The minutes of the meetings of the Board of Directors shall be kept at the Company’s headquarters.
(8) The minutes shall be made available to the members of the Board of Directors for inspection upon their each request. (9) Administrative support of the Board’s activities shall be provided by the Company Secretariat.
§ 15.
The costs of preparation of the Board members for the meeting and the costs of holding the meeting shall be borne by the Company.
IV. Assumption of the Company’s affairs in the event of a change in the Board of Directors
§ 16.
(1) Newly appointed members of the Company’s Management Board, take over the running of the Company by protocol from the outgoing Board Members. The protocol shall be prepared by the outgoing Board or Board Member.
(2) The protocol shall include a description of the facts of the various areas of the Company’s operations, as of the date of transfer.
(3) The following shall be attached to the minutes: a list of the Company’s financial obligations, a list of the Company’s receivables, and, at the request of new or resigning Board Members, other Company documents indicated by them.
(4) The minutes shall be signed by all outgoing and newly appointed members of the Board. The minutes shall be drawn up in the number appropriate to the number of resigning and newly appointed members of the Management Board and the Supervisory Board.
(5) In the event that the outgoing Board of Directors is unable to pass on matters, the minutes shall be prepared by a committee appointed by the Supervisory Board.
(2) The protocol shall include a description of the facts of the various areas of the Company’s operations, as of the date of transfer.
(3) The following shall be attached to the minutes: a list of the Company’s financial obligations, a list of the Company’s receivables, and, at the request of new or resigning Board Members, other Company documents indicated by them.
(4) The minutes shall be signed by all outgoing and newly appointed members of the Board. The minutes shall be drawn up in the number appropriate to the number of resigning and newly appointed members of the Management Board and the Supervisory Board.
(5) In the event that the outgoing Board of Directors is unable to pass on matters, the minutes shall be prepared by a committee appointed by the Supervisory Board.
§ 17.
A recalled Management Board Member or a Management Board Member who has resigned from his or her position, notwithstanding his or her obligations under the Code, is obligated to duly account for his or her affairs and transfer the documents in his or her possession to his or her successor or to another person designated by the Management Board or the Supervisory Board – in order to ensure the continuity of the Company’s operations