Management Board - Integrated Report Grupa KĘTY 2022

GRI 2-9

Dariusz Mańko

President & Chief, Executive Officer

Graduated from Akademia Rolnicza in Poznań (Agricultural University), postgraduate study of Management and Finance at Akademia Ekonomiczna in Katowice (Academy of Economics) and participated in many domestic and foreign courses on management, marketing and economics issues. Within 1993-1996 in the service of SAPA POLAND, owned by the Swedish concern SAPA, at the beginning as sales representative and then as Head of Marketing & Development. His career has been associated with KĘTY since 1996. In the years 1996-1999, he was Director of Press Shop Plant at ZML KĘTY SA. From 1999 to 2005, he was the President of the Management Board and CEO of Aluprof S.A. In the years 2000-2005, he was also a member of the Management Board of Grupa KĘTY SA. He has been President of the Management Board since 3 August 2005.

Rafał Warpechowski

Member of the Management Board, Financial Director

A graduate from the Faculty of Civil Engineering of the Warsaw University of Technology. In 1996 he obtained the Master of Business Administration. In 2011 he completed the qualification process of ACCA (the Association of Chartered Certified Accountants). He has 25 years of professional experience in finance, particularly as regards reporting, planning, management information systems and investor relations, gained at international capital groups listed on stock exchanges. In the years 2008-2018 he was the Executive Director for Planning and Reporting at Grupa ORLEN, in the years 2003-2008 he was responsible for the area of accounting at Telekomunikacja Polska (present Orange Polska), in the years 1998-2003 he was the Financial Director for Planning and Development at Grupa Impexmetal, and in the years 1996–1998 he worked at the PriceWaterhouse consulting company. He held functions in the governing bodies of many companies within the aforesaid capital groups, including the President of the Management of ORLEN Corporate Services Centre, Member of the Management Board of UNIPETROL Services, Vice Chairman of the Supervisory Board of ORLEN Paliwa, Member of the Supervisory Boards of UNIPETROL, TP Emitel.

Piotr Wysocki

Member of the Management Board, Deputy General Director

Mr Piotr Wysocki has higher technical education. He graduated from the Faculty of Civil Engineering at the Agricultural and Technical Academy in Olsztyn and from post-graduate studies at the University of Economics in Katowice. Prior to his employment at Grupa KĘTY, he had worked in 1998-2000 at Hydro Aluminium Chrzanów Sp. z o.o., a subsidiary of the Hydro Aluminium international concern. He has worked for Grupa KĘTY S.A. since 2000. He started work as a sales director, and later, between 2002 and 2008, he was Director of the Extruded Products Segment of Grupa KĘTY S.A. He has been Vice-CEO of Grupa KĘTY S.A. since 2008. At the same time, he has been the President of the Management Board of the subsidiary Aluform Sp. z o.o. He was also President of Alupol LLC in Ukraine from the company’s incorporation in 2004 until 3 November 2014. From this time on, he has been a member of that company’s Audit Committee. He has been member of the Management Board of Grupa KĘTY since 1 January 2018.

Tomasz Grela

Member of the Management Board

Mr Tomasz Grela has higher education. He graduated from the Faculty of Civil Engineering at the Silesian University of Technology in Gliwice with major in technology and management in the construction industry, and he also graduated from post-graduate studies at the University of Economics in Katowice with major in company management. Prior to his employment at the Grupa KĘTY S.A. Capital Group, he worked as the Sales Director/Logistics Director of Farmacol S.A. and was the marketing team manager at DOMBUD S.A. He has been associated with the Grupa KĘTY S.A. Group since 2002. In 2002-2006, he was the COO and a Member of the Management Board of Metalplast Bielsko S.A. At the same time, in 2004-2008, he was the President of the Management Board of Metalplast Stolarka Sp. z o.o. He has been President of the Management Board and CEO of Aluprof S.A. since 2008. He has been member of the Management Board of KĘTY Group since 1 January 2018.

Grupa KĘTY S.A. operates on the basis of a notarised deed of 3 March 1992 on the transformation of a stateowned company into a joint stock company, the Articles of Association of the Company dated 3 March 1992, as amended, decisions of the District Court in Bielsko-Biała of 1 April 1992 on entering the Company into the Commercial Register, as amended, the District Court in Kraków of 9 July 2002 on entering the Company into the Register of Entrepreneurs of the National Court Register, as amended, as well as on the basis of the applicable legal regulations, including the Code of Commercial Companies.

The internal organisation of Grupa KĘTY S.A. results from the organisational regulations, which define, among other things, the manner of managing the Company affairs as well as performing tasks and competencies at particular management levels, with the use of internal legal acts indicated in the regulations, e.g. orders, procedures, or policies. The Company’s areas of operation are managed by Members of the Management Board, acting under the chairmanship of the President of the Management Board and appointed by the Supervisory Board. The work of the Management Board on the basis of the adopted Management Board By-law is supported operationally by the Management Board Bureau.

The internal distribution of responsibility among the particular Members of the Company Management Board has been presented in the chart below.

The Capital Group applies a management model based basically on the systems of:

internal control;
risk and compliance management;
internal audit.

The model defines roles and duties within the particular systems, the efficiency of which is supported by management staff supervision, i.e. the Management Board and the Supervisory Board of the Company.

Within the internal control system there were established and designed key organisational and process solutions, which make up the framework of the system. The current monitoring and assessment of the system solutions are carried out, including verification of the Capital Group procedures and policies at least once a year. An element of the internal control system is the OrangeBook Platform for all Capital Group companies, which merges the elements of strategic and operating management of the Capital Group into one homogeneous supervision system and ensures proper implementation of the tasks.

The risk management system is based on the implemented REM Risk Management Policy, which sanctions the roles and duties of the appointed system participants, together with the formally appointed Risk and Compliance Committee. The defined frameworks of the system functioning represent a major element supporting the process of the Company and the Capital Group management.

The solutions defined within the compliance system are focused on ensuring compliance of the Company and the Capital Group processes with the provisions of the generally binding laws, as well as the adopted internal regulations (including compliance of the internal regulations with the provisions of the generally binding laws). The system comprises solutions for informing the employees about changes in laws and regulations.

Internal audit supports the Company and the Capital Group in achieving the set out objectives by way of verification and ensuring the efficiency of risk management, control and organisational governance processes as well as consultancy and advice.

The detailed information on the functioning of internal audit, compliance and risk management have been presented in Risk management section of the report.