REGULATIONS OF THE MANAGEMENT BOARD
OF THE COMPANY GRUPA FINANSOWA PREMIUM 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) Company – Grupa Finansowa Premium S.A. in Katowice;
2) Management Board – the Company’s Management Board;
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 – President of the Company’s Management Board;
5) Articles – the Company’s Articles of Association;
6) Supervisory Board – the Company’s Supervisory Board;
7) Employee – a person performing work for the Company on the basis of 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 r. 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 on the basis of the provisions of the Code, the Articles of Association, the Corporate Governance Rules to the extent adopted by the Company and these Regulations. § 4 An employment contract or any other contract concerning the performance of the function of a member of the Management Board shall be concluded with the 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 the remuneration of all, as well as the individual remuneration of each member of the Management Board, broken down additionally into its individual components, shall 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. The remuneration of members of the Board of Directors should be determined on the basis of transparent procedures and principles, taking into account its motivational nature and ensuring effective and smooth management of the company. The remuneration should correspond to the size of the company’s enterprise, remain in a reasonable relation to economic performance, and be related to the scope of responsibility resulting from the function, taking into account the level of remuneration of members of the Management Board 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 Management Board should maintain full loyalty to the Company and avoid actions that could lead exclusively to the realization of their 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 Board of Directors 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, shall determine the strategy and the main objectives of the Company’s operations and submit them to the Supervisory Board, after which it shall be responsible for their implementation and execution. The Management Board shall ensure the transparency and efficiency of the Company’s management system and the conduct of the Company’s affairs in accordance with legal regulations and good practice.
2. When making decisions on the Company’s affairs, the members of the Management Board shall 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 interest. 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 Management Board should act with special care so that transactions are made on market terms. § 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 competencies, Members of the Management Board:
a) manage subordinate organizational units of the Company,
b) decide on matters within their jurisdiction and control their execution by subordinate organizational units of the Company and Employees,
c) issue orders and circular letters regulating matters within their jurisdiction,
d) control application by subordinate organizational units of internal regulations in force in the Company. § 9 3. The competencies of the President of the Management Board include matters not reserved for the Management Board or other Members of the Management Board.
1. The scope of the President’s activities includes, in particular:
b) coordinating the work of other members of the Management Board,
c) managing the work of the Management Board,
d) convening meetings of the Management Board,
e) chairing meetings of the Management Board,
f) informing members of the Management Board of important, current issues and matters related to the functioning of the Company,
g) issuing internal regulations.
3. During the period of the President’s temporary inability to perform the duties referred to above, the President shall be replaced by the second member of the Board of Directors in the case of a two-member Board of Directors, and by the Vice President in the case of a three-member Board of Directors, 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 annual and multi-year plans for the Company’s activities,
k) approval of general assumptions and terms of new commercial products and their changes; however, changes to the general terms and conditions of individual products due to changes in generally applicable laws and organizational changes in the Company may be made without resolutions of the Management Board;
l) other matters exceeding the scope of ordinary management. § 11 1. Meetings of the Management Board shall be held as necessary, but at least once a calendar month.
2. The Management Board may establish by resolution a fixed date for Management Board meetings.
3. Management Board meetings shall be convened by the President of the Management Board. In justified cases, a meeting of the Management Board may be convened by another Board Member.
4. The President of the Management Board also establishes 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 that requires 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 shall be held no later than on the fifth business day from the date of receipt of the relevant request by the President. The agenda of 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 at such time as 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 against personal acknowledgement of receipt by a 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 members of the Management Board of the convening of a meeting of the Management Board shall be attached to the minutes of the meeting.
8. The notification of the convening of a meeting of the Management Board 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 Management Board are present at the meeting of the Management Board and agree to hold the meeting. § 12 1. Meetings of the Management Board shall be held at the Company’s registered office.
2. A meeting of the Management Board may be held at another location within the territory of the Republic of Poland if all members of the Management Board agree to it and it does not impose excessive costs on the Company.
3. The agenda may be extended with the consent of all members of the Management Board. Limiting the agenda does not require the presence of all Members of the Management Board.
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, and 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 Management Board shall be recorded in the minutes.
2. The member of the Management Board who presided over the meeting shall be responsible for taking the minutes of the Management Board meeting.
3. The minutes shall include the consecutive numbers of resolutions, the date and place of the meeting, the names and surnames of the Management Board members present, the agenda, the content of the adopted resolutions, the number of votes cast for individual resolutions and dissenting opinions, if any.
4. Each 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 Board member may also request that the minutes indicate that he or she voted against a 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 Board member may submit a motion to correct or supplement the minutes. If such a motion is made, the Board of Directors shall decide whether to grant it at the next meeting.
7. The minutes of the Board of Directors’ meetings shall be kept at the Company’s registered office.
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 of Directors’ activities shall be provided by the Company’s 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 Management Board of the Company, take over the management of the Company by protocol from the outgoing Members of the Management Board. The minutes shall be prepared by the retiring Management Board or a Member of the Management Board.
2. The minutes shall include a description of the actual state of affairs of individual areas of the Company’s operations as of the date of handover.
3. The following shall be attached to the minutes: a list of the Company’s financial liabilities, a list of the Company’s receivables, and at the request of new or retiring Management Board Members also other Company documents indicated by them.
4. The minutes shall be signed by all retiring and newly appointed members of the Management Board. The minutes shall be prepared in the number appropriate to the number of outgoing and newly appointed members of the Management Board and the Supervisory Board.
5. If the outgoing Management Board is unable to delegate 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