Lotos

Integrated Annual Report 2014

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Standing committees of the Supervisory Board

Standing committees of the Supervisory Board of Grupa LOTOS, acting as supporting, advisory and consultative bodies, include the Audit Committee, Strategy and Development Committee, and Organization and Management Committee.

Each committee is composed of three to five persons, appointed by the Supervisory Board from among its members. The committees are headed by chairpersons, who are appointed by the Supervisory Board from among the committee members. All Supervisory Board members have the right to participate in the meetings of each committee.

The Audit Committee has been established to advise the Supervisory Board on proper implementation of the budget reporting, financial reporting and internal control standards, and to collaborate with the Company’s auditors.

The Strategy and Development Committee’s role is to provide the Supervisory Board with opinions and recommendations regarding planned investment projects with a potentially material effect on the Company’s assets, related to its long-term strategies.

The Organization and Management Committee provides the Supervisory Board with opinions and recommendations regarding the Company’s management structure, including organizational solutions, remuneration scheme and choice of personnel, to enable the Company to achieve its strategic objectives.

The specific powers and duties of the committees are defined by the Rules of Procedure for the Supervisory Board and the Rules of Procedure for the individual committees.

In 2014, the committees of the Supervisory Board were composed of the following persons:

Audit Committee of the Supervisory Board 

In the period from January 1st to June 30th 2014 (until the end of the eighth term of office), the Audit Committee of the Supervisory Board was composed of the following persons:

  1. Michał Rumiński – Chairman (appointed chairman of the committee on August 11th 2011),
  2. Wiesław Skwarko – Member,
  3. Oskar Pawłowski – Member,
  4. Marcin Majeranowski – Member.

Following appointment by the General Meeting on June 30th 2014 of the Supervisory Board for the ninth joint term of office, during its first meeting on July 28th 2014 the Supervisory Board elected members of the Audit Committee, appointing Michał Rumiński as the chairman (Resolution No. 3/IX/2014). In the period from July 28th to December 31st 2014 and as at the release date of this Report, the Audit Committee was thus composed of the following persons:

  1. Michał Rumiński – Chairman,
  2. Wiesław Skwarko – Member,
  3. Oskar Pawłowski – Member,
  4. Magdalena Bohusz-Boguszewska – Member.
Strategy and Development Committee of the Supervisory Board 

In the period from January 1st to June 30th 2014 (until the end of the eighth term of office), the Strategy and Development Committee of the Supervisory Board was composed of the following persons:

  1. Wiesław Skwarko – Chairman (appointed chairman of the committee on August 11th 2011),
  2. Małgorzata Hirszel – Member,
  3. Michał Rumiński – Member,
  4. Agnieszka Trzaskalska – Member,
  5. Marcin Majeranowski – Member.

Following appointment by the General Meeting on June 30th 2014 of the Supervisory Board for the ninth joint term of office, during its first meeting on July 28th 2014 the Supervisory Board elected members of the Strategy and Development Committee, appointing Wiesław Skwarko as the chairman (Resolution No. 4/IX/2014). In the period from July 28th to December 31st 2014 and as at the release date of this Report, the Strategy and Development Committee was thus composed of the following persons:

  1. Wiesław Skwarko – Chairman,
  2. Małgorzata Hirszel – Member,
  3. Michał Rumiński – Member,
  4. Agnieszka Trzaskalska – Member,
  5. Magdalena Bohusz-Boguszewska – Member.
Organization and Management Committee

In the period from January 1st to January 18th 2014, the Organization and Management Committee of the Supervisory Board was composed of the following persons: 

  1. Agnieszka Trzaskalska – Chairperson (appointed chairperson of the committee on March 8th 2012)
  2. Małgorzata Hirszel – Member,
  3. Oskar Pawłowski – Member,
  4. Marcin Majeranowski – Member.

By way of its decision of January 18th 2014 (Resolution No. 110/VIII/2014), the Supervisory Board appointed Michał Rumiński to the Organization and Management Committee. In the period from January 18th to June 30th 2014 (until the end of the eighth term of office), the committee was composed of the following persons:

  1. Agnieszka Trzaskalska – Chairperson,
  2. Małgorzata Hirszel – Member,
  3. Oskar Pawłowski – Member,
  4. Marcin Majeranowski – Member,
  5. Michał Rumiński – Member.

Following appointment by the General Meeting on June 30th 2014 of the Supervisory Board for the ninth joint term of office, during its first meeting on July 28th 2014 the Supervisory Board elected members of the Organization and Management Committee, appointing Agnieszka Trzaskalska as the chairperson (Resolution No. 5/IX/2014). In the period from July 28th to December 31st 2014 and as at the release date of this Report, the Organization and Management Committee was thus composed of the following persons:

  1. Agnieszka Trzaskalska – Chairperson,
  2. Małgorzata Hirszel – Member,
  3. Oskar Pawłowski – Member,
  4. Marcin Majeranowski – Member,
  5. Michał Rumiński – Member.
Ethics and corporate governance