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SUPERVISORY BOARD'S BY-LAWS OF " POLNA."S.A. IN PRZEMYŚL provides
detailed proceedings of appointing and dismissing of the Supervisory Board, its competences and operational proceedings.
The Supervisory Board of the "POLNA" S.A., hereinafter referred to as the "Board", shall be the standing supervisory authority of "POLNA" S.A. and operates pursuant to:
- the Commercial Companies Code - act from 15.09.2000y.
(Journal of Laws No 94, item 1037, as amended);
- Statutes of the Company;
- Resolutions of the General Meeting;
- By-laws of the General Meeting.
3.1. The Board shall comprise five (5) to nine (9) members.
The number of members of the Board shall be determined by the General Meeting. The joint term of office of the Board members shall last three years.
3.2. Members of the Board shell be appointed and dismissed by the General Meeting according to following rules:
3.2.1. A shareholder holding the greatest amount of shares, but not less than 32 (thirty - two) percent of shares, shall have the right to call the members of the Board in a number including majority of all members lessen the one including the Chairperson that means:
- in the five-person Board - two members including the Chairperson;
- in the six-person Board - two members including the Chairperson;
- in the seven-person Board - three members including the Chairperson;
- in the eight-person Board - three members including the Chairperson;
- in the nine-person Board - four members including the Chairperson.
3.2.2. In case when a few shareholders are present and voting on the General Meeting, shall have at least 32% of shares of the Company, shall have the identical number of shares, the authorization to elect members of the Board, according to the conditions mentioned under paragraph 3.2.1. shall be determined exclusively to the shareholder who as first purchases at least 32% of shares of the Company.
3.2.3. The other Management Board members shall be appointed by the General Meeting in line with general principles. In such a voting do not participate the shareholder mentioned under paragraph 3.2.1.
3.2.4.In the event of the shareholder, mentioned under paragraph 3.2.1. will not exercise certain right mentioned under paragraph 3.2.1., then Management Board members shall be elected by the General Meeting in line with general principles.
The mandates of Board members shall expire not later than on the day of holding the General Meeting , which shall approve the financial statements of the Company for the last financial (reporting) year of performing a function by the Board member.
5.1. If shareholder will not exercise certain right, mentioned under paragraph 3.2.1. the General Meeting shall elect from their structure the Chairperson of the Board and one or two Vice-chairpersons and the Secretary .
5.2. The Chairperson of the Board shall convene and chair the meetings of the Board. The Chairperson of the resigning Board shall convene and chair the meetings of the new elected Board, until the election of the new Chairperson, which shall content the proposed agenda.
5.3. The Secretary of the Board shall supervise making minutes from the meeting of the Board, keep the books of resolutions and protocols. The Secretary of the Board shall prepare materials for a meeting, in particular draft resolutions.
Meetings of the Board shall be held on as required basis, however, not less often than once per calendar quarter.
7.1. The Board's meetings shall be convened by the Chairperson of the Board, the Vice-Chairpersons, or the Secretary, at this person own initiative or on a request in writing (containing draft agenda of the Meeting) of the Management Board or any member of the Board.
7.2. In the event of submitting the written request of convening the Board's meeting by the Management Board or any member of the Board, the Board's meeting shall be convened not later than within two weeks counting from the date of the proposal's delivery.
8.1. For validity of the Board's resolutions it shall be required to invite in writing to the meeting all members of the Board and at the latest seven days prior to the appointed date of the Board's meeting.
8.2.In justified cases, the convening person may order other way of delivery and term of notification. This way must provide effective notification about the term and agenda, and to permit of all Board members to be present at the General Meeting.
8.3. The written invitation should include the agenda and all printed materials to be discussed at given Board's meeting.
9.1. The Board shall pass resolutions by an absolute majority of votes of all Board Members, if at least half of its members is present at the Board's meeting and all the members were invite.
9.2. Resolutions of the Management Board shall be passed in open voting, except cases governed by the law or when the motion in this case shall submit at least one Board member.
9.3. Resolutions are signed by all the present members of the Management Board.
The Board may delegate its members to perform on an individual basis some governance activities.
11.1. The Board shall exercise constant governance of the Company's operation.
11.2. In addition to matters provided for in the act and others resolutions of this Statutes or resolutions of the General Meeting, the following shall be within the exclusive competency of the Board:
1. The analyses of the Company's financial statement for the last year and assurance of verification by specifying the chartered accountant.
2. The Report and analyses statement of the Management Board from the Company's activities.
3. Annual analyses and approving business action plans, financial and marketing plans for the Company and demand form Management Board detailed statements from executing the plans.
4. Giving an opinion on the proposition of the Management Board and presenting to the General Meeting the distribution of profits, including specifying the amount of resources on dividends and dates of dividend payment or rules of coverage of losses.
5. Presenting the General Meeting with reports in writing on results of activities mentioned under item 1 and 4.
6. Granting consent to transactions, including purchasing and selling shares or other property, incurring by the Company of loans, if the value of the transaction exceeds 15% of the net assets value of the Company, according to the last balance.
7. Appointing, suspending and dismissing the members of the Management Board.
8. Delegating Board members, for the functions of Management Board members in case of suspension or recall of all Management and when the Management from other reasons cannot operate.
12.1. The Board in the reserved issues to its competency shall take a decisions, formulate recommendations and issue an opinions.
12.2. Decisions of the Board shall be issued in the form of resolutions. Collective opinions of the Board in a cases undemanding decisions passing in provisions to protocol from General Meeting on which they shall be formulated.
12.3. The minutes of the Board meetings shall be kept.
12.4. The minutes of a meeting shall contain at least:
- - a sequential number,
- date of the meeting,
- agenda,
- voting results and text of adopted resolutions,
- personal given task unless will be declared,
- names and surnames of present persons on a meeting.
12.5. The protocol shall be signed by the Board members on a next meeting of the Board.
12.6 Resolutions shall be an integral part of the protocol, they are as well an independent document.
12.7. The minutes with resolutions shall be stored by the Secretary of the Board in records of the Meeting. The documents shall be accessible to the members of the Board. The availability of the documents to the third parties require each consent of the Board's Chairperson.
The members of the Board may participate in the General Meeting and as well the other persons invited by the Chairperson of the Board.
14.1. In order to fulfill its authorisations the Board may perform overview of any part of the Company activities, may demand from the Management Board statements, explanations, audit assets of the Company's enterprise, review files, books and other documents of the Company. The Board shall be authorised to entry to all rooms used by the Company and right to demand information from each employee of the Company.
14.2. To perform all above mentioned activities the Board may delegate its particular members.
14.3. The Board shall be authorised, in respect to the actions being the subject of its inspection and supervision, to demand the execution of any necessary expert opinions and analyses.
15.1. The Board members shall fulfill their rights and obligations personalny.
15.2. The Board members should maintain confidentiality of any information about Company activity they have become acquainted with, while performing mandates or in the other occasions.
15.3. The Board shall exercise its duties collectively.
15.4. The Board on behalf of the Company shall be authorised to enter into an agreement with the Management Board members and represent the Company in disputes with the Management Board. The Management Board may authorise on the basis of resolutions, one or greater amount of members to perform any such legal activities.
16.1. The costs related with activities of the Board encumber general costs of the Company's Management Board.
16.2. The Board shall use the rooms, units and materials of the Company.
16.3. The technical- administer service of the Board shall provide the Management Board of the Company.
The remuneration of the Board Members shall be specified by the General Meeting of Shareholders.
This by-laws shall enter into force as of the date of its adoption.
Resolution approved by the Board meeting "POLNA" S.A on the 18.06.2004
Resolution no 15/2004
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