3. Managerial staff
In accordance with Polish company law, the Company implements its decision-making processes through the Shareholder Meeting, the Supervisory Board and the Management Board. The powers of these corporate authorities and the relations between them are governed by the applicable provisions of the Commercial Companies Code and the provisions of the Company’s Articles of Association and internal bylaws, including the Management Board Bylaws and the Supervisory Board Bylaws.
On 4 April 2016 the Company received a declaration from Mr. Krzysztof Kwapisz, the Issuer’s Supervisory Board Deputy Chairman on tendering his resignation from the Supervisory Board with effect as of the date of holding the next Shareholder Meeting. This resignation was justified by health reasons. The Company reported the above in Current Report No. 8/2016 of 05 April 2016.
On 25 May 2016 the Ordinary Shareholder Meeting of Synthos S.A. appointed Mariusz Gromek to the Supervisory Board of Synthos S.A. in its 8th term of office, which was publicized under Current Report no. 20/2016 of 25 May 2016.
On 1 June 2016 the Supervisory Board adopted a resolution according to which Synthos S.A. Supervisory Board Member, Mr. Robert Oskard was entrusted with serving in the capacity of Supervisory Board Deputy Chairman as of 1 June 2016. The Company reported this event in Current Report no. 26/2016 of 2 June 2016.
As at the date of publication of this report, the following persons were members of the Supervisory Board:
| Name | Age | Position |
|---|---|---|
| Jarosław Grodzki | 49 | Chairman |
| Robert Oskard | 54 | Deputy Chairman |
| Grzegorz Miroński | 48 | Secretary |
| Wojciech Ciesielski | 53 | Member |
| Mariusz Gromek | 56 | Member |
The following is a summary of professional experience of the Supervisory Board members:
Jarosław Grodzki graduated from the Department of Finance and Statistics at the Warsaw School of Economics (SGH). In 1994, he completed his studies in the Postgraduate Tax College at the Warsaw School of Economics. From 1992 to December 1997, he worked for Bank Handlowy w Warszawie S.A. He participated in the organization of the Capital Operations Center of Bank Handlowy w Warszawie S.A. and then joined Bank Handlowy’s Department of Securities Issues, starting as a section manager and ending as Department Head. In 1996, he was appointed to the position of Director of the Financial Consulting Department. In the first half of 1998, he was an Advisor to the President of the Management Board of Hydrocentrum S.A. In the same year, he joined Echo Investment S.A., initially as Director of the Sales Division, then as Vice President of the Management Board and in 2007- 2008 as President of the Management Board of Echo Investment S.A Since 2009 he has held a position of a person discharging managerial responsibilities in a group of companies that remain under control of Mr. Michał Sołowow, currently, among others, he is the President of the Management Board in: FTF Columbus S.A., Ustra S.A., FTF Galleon S.A. and the Member of Supervisory Board in, among others, Sklepy Komfort S.A., North Food S.A. Since 2011 he has been the Chairman of the Supervisory Board of Synthos S.A., since 2015 he has held a position of the Member of the Supervisory Board of Rovese S.A.Grzegorz Miroński is a lawyer. In 1992, he graduated from the Faculty of Law and Administration at the Jagiellonian University in Kraków. Since 1997, he has been providing legal services to a number of businesses, including several companies listed on the Warsaw Stock Exchange. In 1997, he commenced his regular cooperation with Echo Investment S.A. where he advised on the largest investments and a number of transactions related to the company’s financing as well as on the conduct of day-to-day operations. Moreover, Mr. Miroński assisted Cersanit S.A., Barlinek S.A., Media Projekt Sp. z o.o. on various investment and financial projects. Mr. Miroński runs a law firm and is a member of the supervisory boards of the following companies: FTF Columbus S.A, FTF Galeon S.A., Ustra S.A., Barlinek S.A, Sklepy Komfort S.A., North Food S.A. Mr. Miroński is also a current member of the Supervisory Board of Synthos S.A. and previously was a member of the Synthos S.A. Supervisory Board of the 5th term of office until 10 October 2007.
Wojciech Ciesielski is a lawyer. He graduated from the Faculty of Law and Administration at the Jagiellonian University in Kraków. From 1987 to 1990, he was a court legal trainee at the District Court in Kielce. In 1990, he earned a judicial qualification. Since 1991, he has served as head of the legal team, commercial proxy, member of various management boards and member of various supervisory boards in the group of Michał Sołowow’s companies. From 2002 to 2004, he was a member of the Supervisory Board of ‘Orbis’. From 2005 to 2011, he was a member of the Supervisory Board of Synthos S.A. From 2003 to 2015, he was a member of the Supervisory Board of Echo Investment S.A., from 2015 to 2017 he was a member of the Supervisory Board of Rovese S.A.
Robert Oskard graduated from the Faculty of Technical Physics and Applied Mathematics at the Warsaw University of Technology. In 1987-1990, he worked for Fabryka Łożysk Tocznych Iskra where he was involved in designing and programming IT systems. In 1990-1992, he worked for the Voivodship Office in Kielce as a Voivodship IT Specialist. In 1992-2000, he worked for Exbud S.A., among others, as Director of the Department of Planning and Economic Analysis, Director of the Development Department, Director of the Department of Management Systems. In 2000-2002, he served as Director of Strategic Projects in Echo lnvestment S.A. Mr. Oskard served as Chairman or Member of more than ten supervisory boards, including in several public companies. Currently, he is a member of the management board of: FTF Columbus S.A., Ustra S.A., FTF Galleon S.A, and a member of supervisory boards, among others, of the following companies: Barlinek S.A., Rovese S.A., Synthos S.A., Sklepy Komfort S.A.
Mariusz Gromek studied at SGPiS (presently the Warsaw School of Economics) in the Foreign Trade Faculty. In 1990-1991 he worked for EXBUD2 Sp. z o.o., among others, as Proxy of the Management Board of EXBUD S.A. responsible for Restructuring, then in 1992 for TERIKO Sp. z o.o. in Kielce as a co-shareholder and Sales Director. In 1992-1993 he ran his own business as a sole proprietorship. In 1993-1994 he worked for MITEX-TRADE Sp. z o.o. as Director of Wholesale Sales and then as Sales Director. In 1994 he started to work for P.L.I. S.A. as Director of the Supermarket Chain, then as Sales Director. From 1995 he acted in the capacity of Vice-President of the Management Board, while in 1997-1999 in the capacity of President of the Management Board of P.L.I. S.A. (later its name was NOMI S.A.). In 2000- 2002 he acted in the capacity of President of the Management Board of Cersanit S.A. He was a Supervisory Board Member of Cersanit S.A. in 2003-2006and the Supervisory Board Member of Barlinek S.A. in 2003-2016. Mr. Mariusz Gromek presently sits in the Supervisory Board of Oncoarendi Therapeutics sp. z o.o.
Activities of the Supervisory Board
The Supervisory Board oversees the Company’s business in accordance with the provisions of the Commercial Companies Code and other applicable regulations. The Supervisory Board is also authorized to execute agreements on behalf of the Company with Management Board members and represent the Company in disputes with Management Board members. The Supervisory Board may authorize, by way of a resolution, one or more of its members to perform such legal actions.
Pursuant to Article 14 of the Company’s Articles of Association, the Supervisory Board consists of at least five members. The composition of the Supervisory Board is each time determined by the Shareholder Meeting. Supervisory Board members are appointed for a 3- year joint term of office, which does not preclude the right to recall any Supervisory Board member prior to that. Pursuant to Article 385 of the Commercial Companies Code, the Shareholder Meeting appoints and dismisses the Supervisory Board. The Articles of Association do not provide for any other method of appointing or dismissing any Supervisory Board members. In accordance with the provisions of the Articles of Association, the Supervisory Board elects from among its members the Chairperson and one or two Deputy Chairpersons and the Secretary. In order to properly perform its duties, the Supervisory Board may appoint special teams and experts from outside the Supervisory Board to prepare opinions or expert reports on an as-needed basis. The Supervisory Board performs its tasks and exercises its powers collectively at Supervisory Board meetings by voting in writing and by exercising the oversight and control functions in the following forms: (i) the right to request the Management Board and the Company’s employees to present any and all documents, reports or explanations concerning the Company’s business, and (ii) the right to review the Company’s asset position.
The Supervisory Board holds its meetings as needed but not less frequently than once per quarter. Supervisory Board meetings are convened by the Supervisory Board Chairperson or, if this person is not able to do that for objective reasons, by one of the Deputy Chairpersons, and if that possibility does not exist, by any Supervisory Board member. Supervisory Board meetings are convened at the initiative of the Supervisory Board Chairperson’s initiative or in response to a written motion submitted by the Management Board or a Supervisory Board member. The Supervisory Board prepares and submits to the Shareholder Meeting a report on the results of audits of the Company’s financial statements and the Management Board’s motion on the distribution of profit/coverage of loss together with the report of the Supervisory Board’s activity.
Supervisory Board Committees
No committees operate in the Supervisory Board. All issues are examined collectively by the Supervisory Board and all decisions are made in the same manner. Members of the Supervisory Board have the knowledge and competence appropriate for the discharge of their functions. The Supervisory Board acts as an audit committee.
Remunerations, bonuses and other benefits
The Supervisory Board Chairperson and Supervisory Board Members have severance payments guaranteed in their contracts. The severance payments are expressed as a multiple of their remuneration or as an amount expressed in thousands of Polish zloty.
| Remunerations of Supervisory Board Members | 2016 | 2015 |
|---|---|---|
| Jarosław Grodzki | 85 | 88 |
| Krzysztof Kwapisz (until May 25,2016) | 29 | 61 |
| Grzegorz Miroński | 49 | 48 |
| Robert Oskard | 55 | 49 |
| Mariusz Gromek (since May 25, 2016) | 25 | - |
| Wojciech Ciesielski | 48 | 21 |
| Mariusz Waniołka | - | 35 |
Shares and ownership interests in the Company’s related entities
The Company’s Supervisory Board members do not hold any ownership interests or shares in the Company’s subsidiaries or affiliates.
Shares in the Company held by Supervisory Board members as at 31 December 2016 and as at the date of preparation of this report
| Name | Number of shares held as at 31 December 2016 | Number of shares held as at the date of this report | Par value of shares held [PLN] |
|---|---|---|---|
| Jarosław Grodzki Supervisory Board Chairman | 350 | 350 | 10.5 |
| Robert Oskard Supervisory Board Deputy Chairman | 0 | 0 | 0 |
| Grzegorz Miroński Supervisory Board Secretary | 0 | 0 | 0 |
| Wojciech Ciesielski Supervisory Board Member | 0 | 0 | 0 |
| Mariusz Gromek Supervisory Board Member | 0 | 0 | 0 |
On 01 June 2016 the Synthos S.A. Supervisory Board adopted a resolution according to which Synthos S.A. Management Board Member, Mr. Tomasz Piec was entrusted with serving in the capacity of Vice-President of the Management Board of SYNTHOS S.A. as of 1 June 2016. The Company reported this event in Current Report no. 26/2016 of 2 June 2016.
On 27 December 2016 the Company received a declaration from Mr. Tomasz Kalwat, the President of the Issuer’s Management Board on tendering his resignation from membership in the Management Board as of 31 December 2016, which the Company reported in Current Report no. 47/2016 of 28 December 2016.
On 9 January 2017 the SYNTHOS S.A. Supervisory Board adopted a resolution to entrust Mr. Zbigniew Warmuz with the capacity of President of the Management Board of Synthos S.A. To that date Mr. Zbigniew Warmuz had acted in the capacity of Vice-President of the Management Board. The above was reported in Current Report No. 1/2017 of 9 January 2017.
As at the date of publication of this report, the following persons were members of the Management Board:
| Name | Age | Position |
|---|---|---|
| Zbigniew Warmuz | 52 | President of the Management Board |
| Tomasz Piec | 48 | Vice-President of the Management Board |
| Zbigniew Lange | 46 | Management Board Member |
| Jarosław Rogoża | 43 | Management Board Member |
The following is a summary of professional experience of the Management Board members:
Zbigniew Warmuz graduated from the Silesian University of Technology majoring in business management. In 2004, he graduated from the University of Economics in Katowice. In 1984-2006, he worked for POCH S.A., initially as a machine operator and then as a foreman in the Organic Production Department. In 1999, he became a Product Manager for a group of products for the heavy industry and electroplating plants. Until 2002, he worked in the position of Head of the Sales and Marketing Department, and then became the Chief Engineer and Director of Production. He also served as the company’s commercial proxy. Since 2007, he has been employed in the Synthos Group. Zbigniew Warmuz served as Vice- President of the Company’s Management Board from 13 January 2014, while as of 9 January 2017 he is acting in the capacity of President of the Company’s Management Board.
Tomasz Piec earned his master’s degree in 1994 at the University of Economics in Kraków, majoring in Management and Marketing. In 1992, he graduated in business management from the University of Copenhagen. In 1990, he completed his studies at the d’Orsay Academy of Cuisine and Wine. From 1993, he worked for Elektor Sp. z o.o. with its registered office in Kraków. In 1994, he was appointed to the position of Regional Director of the Remy Cointreau Group Poland. From 1995 to 2001, he served as Regional Director of Colgate Palmolive Polska and, from 2001 to 2003, as Head of Sales of Colgate Palmolive Adria a.s. in the Balkans. From 2003, he worked for Tchibo Polska as its Sales Director. In 2004-2007, he was a member of the Management Board of Sigma-Kalon Deco Polska Sp. z o.o. In 2007, he was appointed to the Management Board of Sigma-Kalon Deco Eastern a.s. in Prague. Since 2008, he has worked for the Synthos S.A. Group serving as Sales Director. Up to 31 May 2016 Mr. Tomasz Piec acted as a Member of the Company’s Management Board; since 1 June 2016 he has been a Vice-President of the Company’s Management Board.
Zbigniew Lange graduated from the Economics Section of the Faculty of Social Sciences at the Catholic University of Lublin. He began his professional career in 1994 as an economics specialist for Lubelskie Zakłady Zielarskie Sp. z o.o. From October 1995 to September 1996, he worked at the Department of Financial Analysis of Przedsiębiorstwo Przemysłu Chłodniczego S.A. in Lublin – from February 1996 as Head of the Financial Analysis Department. In that period, he cooperated with Biuro Konsultingowe TIM Sp. z o.o. in Lublin in developing investment projects and preparing financial analyses. In 1996-1997, he served as the Head of the Financial Department of the Lublin Branch of Pepsico Trading Sp. z o.o. From October 1997 to May 1998, he provided management services to Cersanit-Krasnystaw S.A. with its registered office in Krasnystaw as the company’s Finance Director. In June 1998, he became a member of the Management Board of Cersanit S.A. in charge of financial matters in the company and in the Cersanit S.A. Group. From December 2002 to December 2004, he served as President of the Management Board of Cersanit S.A. Subsequently, he worked as Finance Director at Polmos Lublin S.A. and Medi-Sept Sp. z o.o. In February 2007, he was appointed to the position of Finance Director at Opoczno S.A. From 2007 to 2008, he served as President of the Management Board of Opoczno S.A. Since 2008, he has been employed by the Synthos Group where he has been in charge of financial matters.
Jarosław Rogoża graduated from the Poznań University of Technology where in 2001 he earned his Ph.D. in chemical technology. He also completed an Executive MBA program offered by the WSB School of Banking in Poznań and he graduated from the Helsinki School of Economics in 2004. In 2000-2006, he worked for GlaxoSmithKline Pharmaceuticals S.A., initially as a technologist in the manufacturing department and then, from 2002, as the head of research and development projects in the R&D division. In 2006-2009, he served as Director of R&D and SHEQ at PPG Deco Polska Sp. z o.o. where, apart from the research and development division, he was in charge of quality management, environmental protection and occupational health and safety matters. Since September 2009, he has worked for the Synthos S.A. Group in the position of Director of Research and Development. Mr. Rogoża has served as a member of the Company’s Management Board since 13 January 2014.
Activities of the Management Board
The Management Board exercises all powers in the field of management in the Company with the exception of the powers reserved by the law or the Company’s Articles of Association for the Company’s other corporate authorities. The Commercial Companies Code and the Articles of Association define the powers and functions of the Management Board. The functions of the Management Board, matters that may be allocated to members of the Management Board and powers and responsibilities of each member of the Management Board are defined in detail in the Bylaws of the Management Board adopted by the Management Board and approved by the Supervisory Board. The Company’s staff report to the Management Board. The Management Board executes and terminates employment contracts and sets the amounts of remuneration in such contracts in accordance with the standards defined by the Management Board and prescribed by the applicable regulations.
In accordance with the provisions of the Articles of Association, the Management Board consists of one or more members. Management Board members are appointed for a joint term of office, which lasts 3 years. The Supervisory Board appoints, recalls or suspends the Management Board or its various members. It is entitled to elect the President of the Management Board and Vice-Presidents of the Management Board. The Supervisory Board may recall Management Board members, in particular in response to a written motion from shareholders representing at least 1/3 of the share capital or if the Ordinary Shareholder Meeting adopts a resolution not to grant a discharge to the Management Board on the performance of its duties in a completed financial year. The Supervisory Board specifies the number of Management Board members. The Supervisory Board may dismiss a Management Board member or the entire Management Board before the elapse of the Management Board’s term of office. The mandates of Management Board members expire on the date of holding a Shareholder Meeting whose subject matter is to approve the financial statements for the most recent full financial year of the Management Board’s term of office.
In accordance with the Bylaws, the Management Board makes decisions at its meetings in the form of resolutions. The Management Board holds its meetings as needed but not less frequently than once per month. Management Board meetings are convened by the President of the Management Board or any of the other Management Board members who perceives such a need. The President of the Management Board runs the Management Board’s work. In the event of an absence of the President of the Management Board for no more than 5 business days, a Vice-President of the Management Board runs the Management Board’s work (in the event that the Management Board has at least two Vice-Presidents, the President of the Management Board will designate the Vice-President of the Management Board to fill in for him or her), and in the event of an absence of the President of the Management Board and the Vice-President of the Management Board, the Management Board Member with the longest period of service in the Management Board of Synthos S.A. runs the work. In the event of an absence of the President of the Management Board for more than 5 business days (for any reason whatsoever), the Synthos S.A. Supervisory Board will designate the Management Board Member to fill in for the President of the Management Board during this absence. The provisions of these Bylaws regarding the President of the Management Board are applicable to the Management Board Member filling in for the President of the Management Board according to the Supervisory Board resolution referred to above. The Management Board may adopt resolutions only if at least half of its members are present at the meeting and if all the Management Board members have been properly notified of the convocation of the meeting.
Management Board resolutions are adopted by an absolute majority of the votes cast. In the event of a tie vote, the vote cast by the President of the Management Board will prevail. The consent of all Management Board members is required for the appointment of a commercial proxy. Any Management Board member may revoke a commercial proxy.
Compensation, bonuses and other benefits
| Remuneration of Company’s Management Board (paid in PLN thousand) | 2016 | 2015 |
|---|---|---|
| Tomasz Kalwat | 6.316 | 1.800 |
| Zbigniew Lange | 915 | 724 |
| Tomasz Piec | 1.306 | 1.158 |
| Jarosław Rogoża | 937 | 640 |
| Zbigniew Warmuz | 1.740 | 912 |
| Estimation of premium due to the Company's Management Board for 2016 | PLN thousand |
|---|---|
| Zbigniew Lange | 240 |
| Tomasz Piec | 500 |
| Jarosław Rogoża | 302 |
| Zbigniew Warmuz | 699 |
Shares and ownership interests in the Company’s subsidiaries
The Company’s Management Board members do not hold any ownership interests or shares in the Company’s subsidiaries or affiliates
Shares in the Company held by Management Board members as at 31 December 2016 and as at the date of preparation of this report
| Name | Number of shares held as at 31 December 2016 | Number of shares held as at the date of this report | Par value of shares held [PLN] |
|---|---|---|---|
| Tomasz Kalwat President of the Management Board until 31 December 2016 | 173.191 | - | 5.195,73 |
| Zbigniew Warmuz President of the Management Board since 9 January 2017 | 0 | 0 | 0 |
| Tomasz Piec Vice-President of the Management Board | 0 | 0 | 0 |
| Zbigniew Lange Management Board Member | 0 | 0 | 0 |
| Jarosław Rogoża Management Board Member | 0 | 0 | 0 |