By-laws of the Supervisory Board of Pamapol S.A.
I. GENERAL PROVISIONS
Article 1
These by-laws set out in detail the rules and procedure of convening and managing the work of the Supervisory Board of PAMAPOL S.A.
§ 2
The terms used in the by-laws have the following meanings:
1. By-laws - these by-laws, adopted by the resolution of the Supervisory Board and approved by the resolution of the General Meeting,
2. Company – PAMAPOL S.A. with its registered office in Rusiec,
3. Statute - the statute of PAMAPOL S.A.,
5. General Meeting - the general meeting of PAMAPOL S.A.,
6. Supervisory Board, Board - the supervisory board of PAMAPOL S.A.,
7. Independent Member of the Supervisory Board - member of the supervisory board of PAMAPOL S.A. who meets the requirements set forth in the Statute and appointed in accordance with the terms set out herein,
8. Management Board - the management board of PAMAPOL S.A.
II. COMPOSITION OF THE SUPERVISORY BOARD, RESPONSIBILITIES OF SUPERVISORY BOARD MEMBERS
Article 3
1. The procedure of appointing the Supervisory Board and its term of office are stipulated in the relevant provisions of the Company’s Statute and the by-laws of the General Meeting.
2. The Supervisory Board elects from its members the Chairman of the Supervisory Board, the Deputy Chairman and the Secretary at the first meeting of a new term of office. During a term of office, the Supervisory Board can recall the Chairman, the Deputy Chairman and the Secretary of the Supervisory Board from their functions, leaving them on the Supervisory Board and at the same time appointing another member of the Supervisory Board to those functions.
Article 4
1. Supervisory Board members should be guided primarily by the Company’s best interests.
2. Supervisory Board members should not resign from performing their duties during their term of office if it could hamper the work of the Supervisory Board, and in particular, if it could prevent timely adoption of material resolutions.
III. POWERS OF THE SUPERVISORY BOARD
Article 5
1. Every year, the Supervisory Board provides the Ordinary General Meeting with a brief assessment of the Company’s standing. The assessment should be made available to all Shareholders with appropriate notice to allow them to review it before the Ordinary General Meeting.
2. The Supervisory Board gives its opinion on all requests and matters requiring the opinion of the General Meeting.
3. In addition to the responsibilities set out in par. 1 and 2 above, the Supervisory Board has the responsibilities and rights set forth in the Company’s Statute.
4. The Supervisory Board may request studies and analyses regarding matters reserved for its decision, for its own purposes and at the Company’s expense, in cases of particular complexity and upon consultation with the Management Board. Agreements on engaging experts are signed, at the request of the Chairman of the Supervisory Board, by a Management Board member authorised to make declarations of will.
Article 6
1. The entity acting as an auditor of the Company should be appointed in a manner that ensures impartiality in the performance of its obligations.
2. To ensure independent opinions, the Company should replace its auditors at least once every five years. Replacement of an auditor should also involve replacing the person conducting the audit. Furthermore, in the long run, the Company should not use the services of the same auditing entity.
IV. MODES OF OPERATION AND MEASURES EMPLOYED BY THE SUPERVISORY BOARD
Article 7
1. Supervisory Board members perform their rights and obligations in person.
2. When performing their supervisory duties, Supervisory Board members should, in particular, undertake the appropriate measure to consistently receive from the Management Board detailed information about all material issues concerning the Company’s business and the risk involved in its activities as well as the methods of managing said risk.
3. Each Supervisory Board member may request any and all information about the Company’s business and to review the obtained information about the Company.
4. Each Supervisory Board member may review the Company’s accounting records.
5. Information obtained by Supervisory Board members during the performance of their duties constitutes a business secret.
Article 8
1. The Supervisory Board performs its obligations and powers collectively.
2. The Supervisory Board may delegate one or more of its members to perform specific supervisory duties independently. The rules governing the performance of supervisory duties by delegated Supervisory Board members are determined by the Supervisory Board upon consultation with the Management Board.
3. The Supervisory Board may delegate some of its members to temporarily perform the duties of Management Board members who were suspended or are unable to perform their duties. These members are bound by the non-compete obligation.
4. Supervisory Board members delegated by a group of Shareholders for permanent supervision duties provides the Supervisory Board with detailed reports on the performance of such duties.
V. PROCEDURE OF WORK OF THE SUPERVISORY BOARD
1. Convening meetings
Article 9
1. Supervisory Board meetings are convened by the Chairman of the Supervisory Board or, in his absence or limited availability, the Deputy Chairman of the Supervisory Board.
2. Supervisory Board meetings may be ordinary or extraordinary.
3. Ordinary meetings should be held at least four times a year (quarterly). Responsibility for convening ordinary Supervisory Board meetings lies with the Chairman of the Supervisory Board.
4. Extraordinary meetings may be convened at any time.
5. Supervisory Board meetings are convened by the Chairman of the Supervisory Board or, in his absence or limited availability, the Deputy Chairman of the Supervisory Board, on his/her own initiative or at the written request of a Member of the Supervisory Board or Management Board of the Company. Supervisory Board meetings should be convened within two weeks from the date a request was submitted.
Article 10
1. To ensure validity of the resolutions adopted by the Supervisory Board, each meeting should be duly convened by way of a written notice addressed to all the members of the Supervisory Board, delivered at least seven days in advance. The notice may be sent by registered letter, fax or email to the addresses provided by the Supervisory Board members.
2. The notice referred to in par. 1 above should specify the date, time and place of the meeting and the agenda together with the attached list of work materials for each agenda item, and the identity of the person requesting the meeting.
3. The Supervisory Board meeting may be held without being formally convened if all of its members agree to it no later than on the day of the meeting and confirm it in writing or sign the attendance list.
2. Work materials
Article 11
1. Work materials for each agenda item are prepared by the Management Board.
2. Work materials attached to each agenda item should be provided to the Supervisory Board members no later than five days before the meeting.
3. All work materials should each time be provided to all Supervisory Board members at the same time.
4. The Company’s Management Board is responsible for the timely preparation and delivery of the materials.
3. Meetings
§ 12
1. Meetings are chaired by the Chairman of the Supervisory Board or his/her Deputy, and in their absence, by the oldest member of the Board.
2. The Management Board of the Company may participate in Supervisory Board meetings with advisory voting rights, unless the meeting concerns the Management Board or its members directly, in particular, their dismissal, liability or remuneration or when the Supervisory Board resolves to exclude the Management Board from participating in all or part of the meeting. At Supervisory Board meetings, the Management Board is represented by its President or other Management Board members or directors of the Company nominated by the Management Board President.
3. Employees of the Company affected by the matters under discussion as well as any other persons invited by the Supervisory Board may also participate in Supervisory Board meetings.
Article 13
1. Subject to par. 2 and 3 below, the agenda of the Supervisory Board meeting should not be amended or supplemented during the meeting to which it pertains.
2. Resolutions cannot be adopted on matters not covered by the agenda, unless all members of the Supervisory Board are present at the meeting and none of them objects thereto.
3. The requirement referred to in par. 1 does not apply if the Supervisory Board is required to undertake certain steps to prevent the Company from damage and in the case of resolutions assessing the existence of a conflict of interests between the Company and a Supervisory Board member.
Article 14
1. Board meetings are minuted.
2. The minute clerk is appointed by the chairman of the Supervisory Board meeting. If the Supervisory Board appointed a Secretary of the Board, who is present at the meeting, the Secretary serves as the minute clerk unless otherwise agreed by the Board.
3. The minutes should contain:
a) the reference number of the minutes,
b) the date and place of the meeting,
c) indication of the procedure of the meeting,
d) the attendance list,
e) the agenda of the meeting,
f) the wording of the resolutions,
g) the voting procedure and voting results,
h) dissenting views recorded in the minutes.
4. Dissenting views of Board members present at the meeting and the objections of members not attending the meeting and sent in at a later time should be attached to the minutes.
5. Minutes are signed by the chairman of the Supervisory Board meeting and the other attending members of the Supervisory Board.
6. The work materials related to each agenda item are an integral part of the minutes.
7. Minutes should be combined into a book of minutes.
8. Minutes from meetings are kept at the Company’s registered office.
9. Minutes from the last meeting are sent to all Supervisory Board members together with the notice of the next meeting.
10. The minutes must be approved by voting at the next meeting of the Supervisory Board.
11. All of the above rules apply accordingly to minutes drafted at Supervisory Board meetings conducted via telephone or telecommunication devices.
4. Adopting resolutions
Article 15
1. In order for resolutions of the Supervisory Board to be valid, in addition to notifying all members of the Supervisory Board of convening a Supervisory Board meeting, at least half of the Board members must be present.
2. If, due to the absence of the Supervisory Board members referred to above, the Supervisory Board cannot adopt binding resolutions covered by the agenda, at the next Supervisory Board meeting, the above quorum requirements will not apply to the resolutions that were to be adopted at the previous meeting.
Article 16
The absolute majority of votes is required for the adoption of a resolution by the Company’s Supervisory Board.
Article 17
1. Members of the Supervisory Board may participate in adopting resolutions by casting their vote in writing via another member of the Supervisory Board. Votes cast in writing cannot pertain to matters added to the agenda during Supervisory Board meetings.
2. The Supervisory Board may also adopt resolutions in writing or using secure means of IT communication. Voting in writing or via conference call is ordered by the Chairman or Deputy Chairman of the Supervisory Board. Resolutions adopted in this manner are transcribed in the form of minutes by the person chairing the meeting. The minutes should be signed by all members of the Supervisory Board participating in the written vote or conference call. Resolutions are valid when all members of the Supervisory Board have been notified about the wording of draft resolutions. The date of adopting a resolution is the date on which the person chairing the meeting signs the minutes.
3. If a Supervisory Board meeting is conducted in the manner set out in par. 1 and 2, no resolutions on appointing, recalling and suspending Management Board members and appointing and recalling the Chairman and Deputy Chairman of the Supervisory Board may be adopted during that meeting.
Article 18
1. Voting is conducted via open ballot, with the exception of votes on personal matters, in particular matters that involve:
a) appointing and recalling Management Board members,
b) suspending Management Board members or the entire Management Board for valid reasons,
c) appointing and recalling the Chairman of the Supervisory Board, Deputy Chairman and the Secretary of the Board.
2. Secret ballot votes are ordered at the request of at least one voter.
Article 19
Supervisory Board members should notify the remaining Supervisory Board members during Board meetings of any conflicts of interests and refrain from participating in discussions and voting on resolutions in matters to which the conflicts of interests pertain.
5. Archiving documents
Article 20
The Company is responsible for archiving documents concerning the work of the Supervisory Board, in particular documents recording its meetings.
Article 21
1. The document archive pertaining to the work of the Supervisory Board should contain at least:
a) written requests to convene a Supervisory Board meeting, addressed to the attention of the Chairman through the Company’s secretarial office,
b) notification of convening a meeting together with proof of valid convention of the meeting (confirmation of sending registered letters, confirmation of fax transmission, email printout),
c) if a meeting is convened without notice - written approval of all Supervisory Board members,
d) approved minutes of the Supervisory Board meeting together with the complete set of work materials.
2. At the request from a Supervisory Board member or the Management Board President, the Chairman of the Board may prepare certified copies of the documents of the Supervisory Board.
6. Special powers of the Supervisory Board
Article 22
1. The Supervisory Board may convene an Ordinary General Meeting if it is not convened by the Management Board in the dates set forth in the Commercial Companies Code or in the Company’s Statute.
2. The Supervisory Board may convene an Extraordinary General Meeting whenever it deems it necessary and the Management Board fails to convene it within two weeks from the date of submission of a request in this regard by the Supervisory Board.
VI. INFORMATION PROVIDED BY SUPERVISORY BOARD MEMBERS
Article 23
1. Immediately after being appointed to the Supervisory Board, a Supervisory Board member will provide the Company with the following personal information: professional biography, contact information (correspondence address, telephone number, including cell phone number, fax number, and email) and make a written statement containing:
a) an undertaking to immediately notify the Company of any conflict of interests between the Supervisory Board member or the shareholder with whom that member is connected and the Company's interests, and to abstain from voting on matters in which such a conflict has occurred;
b) information on his/her personal, actual and organisational links with the Company's shareholders;
c) information on the number of shares held in the Company, its parent company or subsidiary, as well as transactions with these companies with a value of more than EUR 1,000.
2. The information set forth in par. 1 above should be immediately updated by the Supervisory Board member in the event of any changes.
3. The Supervisory Board member must also provide the statements referred to in par. 1 at the request of the Company’s Management Board.
4. The Management Board publishes the information received from Supervisory Board members using the Electronic Information System on the terms and on dates set out in the applicable laws, which does not release Supervisory Board members from their personal disclosure obligations stipulated in the applicable laws.
VII. REMUNERATION OF SUPERVISORY BOARD MEMBERS
Article 24
1. The amount of remuneration to be paid to Supervisory Board members is set out in a resolution of the General Meeting.
2. Supervisory Board members delegated to perform certain supervisory activities as well as Supervisory Board members delegated to temporarily perform the duties of Management Board members receive additional remuneration in the amount determined in each case by the General Meeting.
3. The remuneration to be paid to Supervisory Board members should be determined in accordance with clear procedures and rules. The remuneration should be fair but should not constitute a major cost item in the Company’s business or materially affect its financial result. It should also be in reasonable proportion to the remuneration paid to Management Board members.
4. The total amount of remuneration paid to all Supervisory Board members and the remuneration paid to each Supervisory Board member individually, broken down by components, should be disclosed in the annual report, together with the information on the procedures and rules of its calculation.
VIII. FINAL PROVISIONS
§ 25
1. The cost of supporting the Supervisory Board is borne by the Company.
2. The Supervisory Board uses the Company’s office premises, equipment and resources.
3. The administrative and technical support for the Supervisory Board is provided by the Company.