I. General provisions
Management Board is a statutory body of "STALPROFIL" S.A. and acts in accordance with the provisions of the Commercial Companies Code of September 15, 2000 (Journal of Laws No. 94, item 1037, November 8, 2000), Company’s Statute and these Regulations.
1. The Management Board of "STALPROFIL" S.A., hereinafter referred to as the Management Board, shall manage Company’s property and affairs and fulfill their duties in line with diligence principles required in business transactions, adhering strictly to the law, regulations, resolutions and by-laws adopted by the General Shareholders’ Meeting and Supervisory Board in line with Company Statute.
2. The Management Board, for Company interest, shall determine the strategy and main objectives for the Company, present them for approval by the Supervisory Board, and be responsible for their implementation and fulfillment. Management Board shall care about transparency and effectiveness of Company management system and company operation in line with legal regulations and good practice.
II. Management Board composition and appointment
1. The Management Board shall be composed of two to four members.
2. Management Board Members shall be appointed by virtue of Supervisory Board resolution, specifying the number of Management Board Members.
3. The Supervisory Board shall appoint Management Board President from among Management Board Members
4. The Management Board shall be appointed for a five-year joint term of office.
5. Management Board President, Management Board Member or entire Management Board may be recalled by the Supervisory Board or General Shareholders’ Meeting before the end of the term of office.
6. Mandate of Management Board Members shall expire on the date of the General Shareholders’ Meeting approving the Company’s financial statement for the last full business year of performing the function of Management Board Members.
1. Supervisory Board Chairman or another Supervisory Board Member authorized by the Supervisory Board shall be entitled to represent the Company for the purposes of legal actions involving Management Board Members or in disputes between the Company and Management Board Members.
III. Management Board rights and obligations
1. The Company Management Board, chaired by Management Board President, shall manage the Company and represent it in relations with third parties.
2. Any issues related to Company management, which do not come under the powers of the General Shareholders’ Meeting or Supervisory Board subject to the Act or Company Statute, shall be responsibility of the Management Board.
3. While making decisions that affect Company operations, Management Board Members shall act within the acceptable business risk, i.e. examine all the information, analyzes and opinions, which according to the reasonable assessment by the Management Board shall be taken into account in a given case in respect of Company’s interest. Company interest shall be specified allowing for long-term and justified interest of its shareholders, creditors and employees as well as any stakeholders and local communities.
4. In transactions with shareholders and any other persons whose interest may influence Company interest, the Management Board shall be diligent to have the transactions conducted on arm’s length principles.
5. A Management Board Member shall be absolutely loyal to the Company and refrain from any activity that could result in obtaining material benefits on their own only. If a Management Board Member gets the information on investment possibility or another transaction favorable for the Company, they should inform the Management Board about such a possibility forthwith so that the Management Board can analyze the potential of such a transaction for the Company. A Management Board may use such information or transfer this information to a third party only upon consent of the Management Board and only if is not in conflict with the Company’s interest.
6. In order to make declarations of intent or sign documents on behalf of the Company, Management Board President and Management Board Member, or two Management Board Members, or a Management Board Member and a commercial representative shall act jointly.
7. The Company Management Board shall represent the Company in all court and off-court activities.
1. The Company Management Board shall convene the Annual General Shareholders’ Meeting.
2. An Extraordinary General Shareholders’ Meeting shall be convened by the Company Management Board themselves or upon written request of the Shareholders representing at least 1/10 of the share capital.
3. Company Management Board shall specify the agenda of the General Shareholders’ Meeting.
4. The Supervisory Board and the Shareholders representing at least 1/10 of the share capital may require that particular items be put on the agenda of the next General Shareholders’ Meeting.
5. Management Board Members shall be present at the General Shareholders’ Meeting.
6. Management Board Members, within their powers and in the scope necessary for settling the topics discussed at the General Shareholders’ Meeting, shall provide the participants of the meeting with any explanations and information regarding the Company.
7. Whenever the Management Board answers the questions asked by the General Shareholders’ Meeting, it should be done allowing for the fact that information obligations are fulfilled by a public company in a manner arising from the law on public securities trading, and that a wide range of information may not be provided in a manner different from the one prescribed in these regulations.
IV. Management Board functioning
The Management Board shall fulfill their obligations on an operational basis and by way of Management Board meetings.
Management Board activity on operational basis
Ordinary company activity shall be understood as management operations that result from Company objects and its organization as well as current market situation, but for the activities reserved for the General Shareholders’ Meeting and Supervisory Board, or the activities that require Management Board resolutions.
1. Any Management Board Member may and shall manage Company issues and represent the Company in relations with third parties.
2. The functions of particular Management Board Members shall be distributed internally, as follows:
Management Board President, CEO, shall supervise and monitor and manage all the activity of the Company, and in particular HR issues, legal affairs and organization and audit, Management Board Vice-President, CMO, shall supervise and monitor and manage all the sales activity of the Company, Management Board Vice-President, CFO, shall supervise and monitor and manage all the economic and financial matters of the Company.
3. The detailed responsibilities of particular Management Board Members are specified in the Organizational By-Laws of the Company.
As for Management Board’s functioning on an operational basis, a direct superior for Management Board Members shall be Management Board President, who shall also conclude and terminate contracts of employment with Company employees other than Management Board Members.
1. Any Management Board Member shall be authorized to handle Company issues within the scope of its ordinary activity, wherein a prior Management Board resolution is not required.
2. However, if prior to handling such an issue at least one Management Board Member objects thereto or if the issue goes beyond the scope of Company’s ordinary activity, a prior Management Board resolution shall be required.
In order to establish a general commercial power of representation, the consent of all Management Board Members shall be required, whereas this commercial power of representation may be revoked by any Management Board Member.
1. A Company Management Board Member may not be involved in competitive business or be a partner or a member of management bodies in a competitive company without prior consent of the Company.
2. Such consent may be granted by the Supervisory Board.
3. Management Board Members shall inform the Supervisory Board about any conflict of interest related to the function held or about any potential conflict of interest.
4. A Management Board Member shall regard the shares held in the Company or its parent companies or subsidiaries as a long-term investment.
Management Board functioning by way of Management Board meetings
1. A Management Board Meeting shall be convened by the President who specifies its agenda, and in case he is absent by a Management Board Member authorized by the President.
2. Management Board Meetings shall be held at least once a month.
3. Upon justified request of a Management Board Member or the Supervisory Board, the meeting shall be held no later than within 7 days from the date of submitting the request.
4. In case a Management Board Member objects to performing the Company activity on the basis of § 11 item 2 of these Regulations and nonetheless the intent to perform the questioned activity is sustained, Management Board Members shall hold a meeting without unnecessary delay.
5. It is obligatory for Management Board Members to participate in the meetings.
6. Company employees, relevant for the item to be discussed, or other persons, may be invited to Management Board Meetings.
1. In order for Management Board resolutions to be valid, all the Management Board Members shall be notified of the meeting, and at least 2/3 of Management Board Members shall participate in the meeting.
2. Resolutions shall be passed by an absolute majority of votes, subject to item 3.
3. Participation in the vote is obligatory and each Management Board Member shall have one vote “for” or “against” in a given case.
4. In case the number of votes for and against is equal, the person who chairs the meeting shall have a casting vote.
The Management Board Meeting shall be chaired by the President, and in case he is absent, by a Management Board Member authorized by the President.
1. At the beginning of the meeting, the Management Board shall adopt the agenda of the meeting.
2. Resolutions may be adopted only for the issues covered by the agenda of the meeting.
1. Management Board Meetings shall be documented with the minutes.
2. The minutes shall be prepared by a recording clerk indicated by the President.
3. The minutes shall include: minutes no., date and place of the meeting, attendance list, agenda of the meeting, content of the resolutions, vote results, deadlines for implementation of resolutions and responsible person(s), and dissenting opinions of particular Management Board Members.
4. Minutes of Management Board Meetings shall be kept by the Company Management Board Office.
5. Participants of Management Board Meetings shall be obligated to keep secret.
In particular, the following activities shall require approval by virtue of Management Board Resolutions:
1. Specifying the content of the financial statement for business year.
2. Specifying the proposal for profit appropriation and loss coverage.
3. Convening the General Shareholders’ Meeting and determining the agenda of the meetings.
4. Specifying the organizational by-laws and organization chart of the Company, labor regulations and remuneration principles for Company employees.
5. Purchasing assets for the Company, the value of which exceeds 1/10 of the Company’s share capital.
6. Any issues that shall be presented for approval by the Supervisory Board or General Shareholders’ Meeting.
V. Final provisions
The costs of Management Board functioning shall be covered by the Company.
In issues not governed by these Regulations the provisions of the Commercial Companies Code of September 15, 2000 and other regulations for commercial companies as well as labor law regulations shall be applicable.
These Regulations were prepared by the Management Board of STALPROFIL S.A. seated in Dąbrowa Górnicza and shall be effective as of the date of their approval by the Supervisory Board. The moment these Regulations have been approved, the previously effective Regulations approved by the Supervisory Board on July 04, 2007, under Resolution 161/IV/2007, cease to be effective.