By-laws of the Management Board of Pamapol S.A.
By-laws adopted under resolution of the Management Board No. .... of .... and approved by resolution of the Supervisory Board No. .... of .....
Table of Contents:
I. INTRODUCTORY PROVISIONS 2
II. GENERAL PROVISIONS 2
III. COMPOSITION AND TERM OF THE MANAGEMENT BOARD 3
IV. MANAGEMENT OF THE COMPANY’S AFFAIRS AND ITS REPRESENTATION 3
V. MANAGEMENT BOARD MEETINGS 4
VI. PRESIDENT OF THE MANAGEMENT BOARD 7
VII. ORGANISATIONAL STRUCTURE 7
VIII. FINANCIAL PLAN. STRATEGY 7
IX. FINAL PROVISIONS 8
I. INTRODUCTORY PROVISIONS
Article 1
1. These by-laws are implemented by a resolution of the Management Board of PAMAPOL S.A. and approved by the Supervisory Board of PAMAPOL S.A. under Article 12 and Article 17.2 letter h) of the By-laws of PAMAPOL S.A. 2. The by-laws set out the procedures for the work of the Management Board of PAMAPOL S.A.
Article 2
The by-laws assign the following meanings to the terms set out below:
The terms used in the by-laws have the following meanings:
1) By-laws - these by-laws,
2) Company – PAMAPOL S.A. with its registered office in Rusiec,
3) Statute - the statute of PAMAPOL S.A.,
4) General Meeting - the general meeting of PAMAPOL S.A.,
5) Supervisory Board, Board - the supervisory board of PAMAPOL S.A.,
6) Management Board - the management board of PAMAPOL S.A.,
7) Management Board Member – a member of the Company’s Management Board, including the Vice-President of the Management Board and the President of the Management Board, whenever it is clearly states by the By-laws.
II. GENERAL PROVISIONS
Article 3
1. The Management Board is a permanent body of PAMAPOL S.A.
2. The Management Board operates within the boundaries set forth in the provisions of the Commercial Companies Code, the Statute, resolutions of the General Meeting and the Supervisory Board, as well as the By-laws and other regulations in effect in the Company.
3. The Management Board ensures the transparency and efficiency of the management system in the Company and that its affairs are managed in accordance with the applicable laws and best practice for listed companies (corporate governance).
4. Management Board members serve on the Management Board personally.
5. When making decisions on matters concerning the Company, the Management Board is required to act within the boundaries of reasonable economic risk, i.e. upon considering all the information, analyses and opinions that, in the Management Board’s reasonable assessment, should be taken into account in each case in view of the Company’s best interests.
Article 4
Management Board members should remain fully loyal to the Company and refrain from actions that would lead solely to obtaining their own material benefits. When notified of a possibility of making an investment or any other advantageous transaction involving the Company's corporate objects, a Management Board member should immediately notify it to the Management Board for consideration of its use by the Company. The Management Board may use such information or provide it to a third party only with the approval of the Management Board and only if it does not conflict with the Company's interests.
Article 5
Management Board members should treat their shares in the Company and its parent entities and subsidiaries as a long-term investment.
Article 6
Management Board members should notify the Supervisory Board of any conflict of interest related to their position or any likelihood thereof.
Article 7
1. When making transactions with the Shareholders and other persons whose interests affect those of the Company, the Management Board should act with particular diligence to ensure that the transactions are concluded on market terms.
2. When defining the Company’s interests, it is necessary to consider the long-term reasonable interests of the Shareholders, creditors, employees of the Company as well as other entities and persons cooperating with the Company with respect to its business activity, as well as the interests of local communities.
III. COMPOSITION AND TERM OF THE MANAGEMENT BOARD
Article 8
The number of members and the procedure of their appointment and term of office is set forth in the Statute.
Article 9
1. In the event of changes in the composition of the Management Board, the resigning Management Board member must hand over all of his/her responsibilities, matters, and provide all the documents and other materials related to the Company that he/she has prepared, collected, drafted or received in the course of serving on the Management Board or in relation thereto, as confirmed in a relevant report.
2. The person taking over the matters, documents and materials referred to in par. 1 is the President of the Management Board or another Management Board member nominated by him/her.
IV. MANAGEMENT OF THE COMPANY’S AFFAIRS AND ITS REPRESENTATION
Article 10
The responsibilities of the Management Board include managing all of the Company's affairs, with the exception of matters reserved in the Commercial Companies Code and in the Statute for the General Meeting and the Supervisory Board.
Article 11
The Management Board of the Company represents the Company on the terms set out in the Statute.
Article 12
1. Decisions in the following matters require resolutions of the Management Board:
1) matters requested by the Management Board to be considered by the Supervisory Board or the General Meeting in accordance with the Commercial Companies Code or the Statute;
2) entrusting individual Management Board members with matters or groups of matters that do not go beyond the scope of the Company’s normal business, to be conducted individually;
3) determining the Company’s strategy and policy in its main areas of activity;
4) preparing the Company’s annual budget and long-term development plans;
j) the Company incurring obligations (including granting guarantees and suretyships) or making expenditures or disposals of rights as part of a single transaction or two or more related transactions with a value equivalent to at least 10 percent of the Company's shareholders' equity according to the most recent audited financial statements, not included in the approved budget.
In the case of liabilities under long-term contracts, the value of the liability is the combined value of the Company’s benefits under those contracts, as specified for their entire term. In the case of liabilities under contracts concluded for an indefinite term, the value of the liabilities thereunder is the combined value of the Company’s benefits under those contracts during a three-year term. If the value of the benefits under an agreement cannot be determined, its estimated value should be determined. If the Company’s liability or the value of an object or right is denominated in a foreign currency, the value of a liability, expenditure or disposal should be calculated in accordance with the average exchange rate of the National Bank of Poland on the last day of the month preceding the conclusion of the agreement that gave rise to the liability, expenditure or disposal.
6) acquisition or subscription of shares in other companies,
7) disposals of fixed assets of the Company or its subsidiaries, the value of which exceeds 10% (ten percent) of the net book value of the fixed assets of, respectively, the Company or the Company’s subsidiary, as determined on the basis of the most recent audited financial statements of, respectively, the Company or the Company’s subsidiary, with the exclusion of those that constitute stock that may be sold in the normal course of the company’s business;
8) establishing a limited right in rem over real properties,
9) communicating with other governing bodies of the Company in situations set forth in the Commercial Companies Code and in the Statute;
10) approving the report on the Company’s activities and the financial statements for the financial year, approving motions with respect to profit distribution or covering of losses;
11) approving the Management Board By-laws;
12) approving the Organisational By-laws;
13) establishing a commercial power of attorney – taking into account the need to obtain the approval of all members of the Management Board for its establishment;
14) convening the General Meeting and determining its agenda;
15) making decisions on group dismissals.
2. Each Management Board member should request that the Management Board adopt a resolution when the matter in question, in the opinion of the Management Board member, is unusual, strategic or involves a serious economic risk for the Company.
3. The Management Board adopts a resolution whenever it is requested by at least one Management Board member.
Article 13
1. Each Management Board member has the right and obligation to run the Company’s affairs and may, without a prior Management Board resolution, conduct affairs that fall within the scope of normal business of the Company, with adherence to the applicable laws, the Company’s Statute, resolutions and by-laws of the Company's governing bodies and corporate governance rules that the Company has vowed to comply with.
2. Subject to Article 12, each Management Board member may be assigned, by a resolution of the Management Board, specific matters for to be managed individually.
3. Management Board members may make individual decisions in matters entrusted to them by a Management Board resolution to be managed individually.
V. MANAGEMENT BOARD MEETINGS
Article 14
1. The Company’s current affairs are discusses at Management Board meetings. Furthermore, matters that require a decision in the form of a Management Board resolution and matters viewed as unusual or material by the Management Board members are referred for review at Management Board meetings.
2. Each Management Board member may submit the Company’s affairs to Management Board meetings.
3. Management Board meetings are held on dates agreed as needed, but at least once a month.
4. The meetings are held at the Company’s registered office or any other venue determined by the Management Board President.
5. Management Board members are obliged to participated in meetings and their absence should be duly justified. The assessment of the reasons for absence is conducted by the President of the Management Board or, in his/her absence, by the Management Board member acting on his/her behalf.
Article 15
1. Guests, experts and advisors invited by the Management Board President may participate in Management Board meetings. The above persons may also be invited by Management Board members upon obtaining the Management Board’s approval in the form of a resolution. A minute clerk may participate in Management Board meetings.
2. The Company’s employees, upon consultation with the Management Board President, may present the matters included in the agenda of Management Board meetings.
3. All the attendees of Management Board meeting are required to keep the meetings confidential.
Article 16
1. Management Board resolutions may be adopted if:
1) all Management Board members are present at the meeting;
2) all Management Board members have been notified of the date and venue of the meeting in accordance with Article 17, and at least half of all Management Board members are present at the meeting, including the President or Vice-President of the Management Board.
2. Resolutions are adopted in an open ballot vote.
3. Management Board resolutions are adopted by an absolute majority of votes cast. In the event of a tie between votes for and against a resolution, the Management Board President has the deciding vote.
Article 17
1. The person authorised to convene a meeting is the President of the Management Board, who convenes the meeting on his/her own initiative or at the request of another Management Board member. The Management Board President may give written authorisation to convene a meeting to another Management Board member.
2. The Management Board meeting should be held no later than five days from the date of submitting a written request for its convention.
3. Meetings are convened by way of notices delivered at least 48 hours prior to the date of the proposed meeting. Management Board meeting notices are communicated:
1) orally at the Company’s registered office in the presence of all Management Board members;
2) by courier, fax or email.
4. In urgent matters, a Management Board meeting may be convened without meeting the requirements referred to in par. 3. A meeting thus convened is valid if all Management Board members were notified of the meeting at the telecommunication numbers provided.
Article 18
1. Management Board meetings are chaired by the Management Board President. In his/her absence, meetings are chaired by the Management Board member nominated by the President (Chairman of the Meeting).
2. The powers of the Chairman of a Management Board meeting include:
1) managing the course of the meeting, giving and removing permission to speak;
2) managing votes and announcing the results,
3) determining the rules and procedure for Management Board meetings in matters not regulated by the By-laws;
3. The Management Board approves the agenda after opening each meeting.
4. Management Board meetings are minuted by the minute clerk selected by the Chairman of the Meeting. The minutes are drafted in accordance with the instructions from the Chairman of the Meeting.
5. The minutes should contain at least the agreed agenda, names and surnames of the attending Management Board members, the results of voting on each resolution, the number of votes casts on each resolution and the conflicting views expressed by the Management Board members.
6. The minutes from each meeting should be signed by the attending Management Board members and the minute clerk, no later than at the following Management Board meeting. Each of the Management Board members may request that the minutes be supplemented. If the request is turned down by the Management Board, the Management Board member may make a written statement when signing the minutes.
7. Management Board members not attending a given meeting acknowledge the minutes from that meeting no later than at the next meeting they do attend.
8. The resolutions adopted by the Management Board at the meeting, as well as any motions, reports and other materials considered during the meeting are attached to the minutes.
9. In the event of a conflict between the Company’s interests and the personal interests of a Management Board member, his/her spouse, relatives and kinsmen (up to the second degree), the Management Board member should refrain from participating in voting on such matters and have it stated in the minutes.
10. In urgent matters, the Management Board may adopt resolutions by correspondence without holding a meeting, provided that all Management Board members have been duly notified of adopting such resolutions and of their contents. Resolutions adopted in this manner are valid provided that most Management Board members participate in the vote. In such cases, the resolutions are adopted by an absolute majority of votes cast.
Article 19
1. Minutes and resolutions adopted are archived in the Management Board’s record of minutes.
2. Copies of the Management Board's resolutions are provided to the heads of organisational units if the matters managed therein concern matters conducted by these organisational units, and to other employees of the Company, if the resolutions affect their responsibilities.
3. Copies of the Management Board's resolutions are provided to the Supervisory Board.
Article 20
To ensure proper communication of the date of a meeting or adoption of resolutions, all Management Board members, immediately after being appointed to the Management Board, will provide the Management Board President with their addresses for deliveries and telecommunication numbers, both work and personal (cell phone numbers, landline numbers, fax numbers, email addresses) to which notices of meetings or other correspondence are to be delivered. Management Board members agree to immediately report any changes of the above information as otherwise notices delivered to the previously communicated addresses or numbers will be deemed successful.
VI. PRESIDENT OF THE MANAGEMENT BOARD
Article 21
1. The Management Board President represents the Management Board, manages its work, convenes and chairs Management Board meetings and coordinates its work. In the absence of the Management Board President, the responsibilities of a Management Board President, as set out herein, are performed by the Management Board member appointed by the President.
2. The responsibilities of the Management Board President include in particular:
1) representing the Management Board and managing its work,
2) managing the development of strategic plans defining the Company’s areas of growth,
3) managing the drafting of the Company’s annual budgets in consultation with Management Board members,
4) directly supervising the work of directly reporting organisational units,
5) overseeing the Company’s financial situation,
6) resolving any other matters related to managing the Company and not reserved for the Management Board or other governing bodies of the Company,
7) serving as Chairman of Management Board meetings.
VII. ORGANISATIONAL STRUCTURE
Article 22
1. The Management Board may adopt the Organisational By-laws of the Company, setting out the Company’s detailed organisational structure and other organisational matters. The Organisational By-laws must be approved by the Supervisory Board.
2. Management Board members supervise the work in their respective areas to be managed individually and the work of the directly reporting organisational units of the Company.
3. Management Board members make individual decisions in matters not reserved for the Management Board or the Management Board President in respect of their responsibilities and the activity of the organisational units reporting to them, as well as other decisions within the scope of authorisation granted to them by the Management Board collectively.
4. Management Board members may serve as heads of organisational divisions, special purpose units or occupy other positions in the Company, in accordance with Management Board resolutions.
VIII. FINANCIAL PLAN (BUDGET). LONG-TERM GROWTH PLANS
Article 23
1. The Management Board is required to annually repare a draft financial plan (budget) for the following financial year. The financial plan (budget) should contain a schedule of expenditure and revenues for the following financial year.
2. The financial plan (budget) is approved by the Supervisory Board by 31 December in the financial year preceding the financial year covered by the budget.
3. The Supervisory Board may approve part of the budget prepared by the Management Board. If the budget is not approved or only a portion of it is approved, the Supervisory Board may specify the deadline by which the Company’s Management Board is required to submit a new draft budget, taking into account the Supervisory Board’s comments or the portion of the budget approved by the Supervisory Board.
4. The long-term growth plans prepared by the Management Board are submitted to the Supervisory Board.
5. The Management Board is responsible for implementing the approved financial plans (budgets) and long-term growth plans of the Company.
IX. FINAL PROVISIONS
Article 24
In matters not regulated herein the provisions of the Commercial Companies Code and the Company’s Statute will apply.