The methods of the Management Board operation are determined in detail in the Management Board By-law. The By-law is passed by the Management Board and approved by the Supervisory Board. Acting by the Management Board Members as members of the management boards or supervisory boards of companies outside of the Capital Group requires consent of the Supervisory Board.
Management Board
In the period from 1 January 2022 to 31 December 2022, the Management Board of Grupa KĘTY S.A. was composed of:
- Mr Dariusz Mańko – President of the Management Board,
- Mr Rafał Warpechowski – Member of the Management Board,
- Mr Piotr Wysocki – Member of the Management Board,
- Mr Tomasz Grela – Member of the Management Board.
By the date of preparing this report, the membership of the Management Board of Grupa KĘTY S.A. has not changed.
The internal distribution of responsibility for the particular areas of the Company operations among the Management Board Members has been presented in the chart below.
Detailed information about the particular members of the Management Board, including their qualifications and experience, is presented on the corporate website.
Competences of the Management Board and information on the method of the Board appointment and operation
The Management Board consists of two to five Members, including the President of the Management Board. The President of the Management Board and other Members of the Board are appointed and recalled by the Supervisory Board. The term of office of the Management Board Members is three years. The Management Board Members are appointed for a joint term of office. If the membership of the Management Board no longer complies with the requirements of the Articles, the Supervisory Board shall immediately pass a resolution on changing the membership of the Management Board.
The Management Board runs the affairs of the Company and represents it. The Company is represented by two Members of the Management Board or one Member of the Management Board jointly with a proxy. Any matters related to running the affairs of the Company, which have not been reserved by the Articles or by law for the General Meeting or the Supervisory Board, fall within the competencies of the Management Board.
The resolutions of the Management Board are passed with absolute majority of votes. In the event of an equal number of votes for and against a resolution, decisive is the vote of the President of the Management Board.
- receiving and presenting to the General Meeting the annual reports on the operations of the Company and the Capital Group, financial statements, and consolidated financial statements of the Capital Group;
- presenting motions to the General Meeting, along with the opinion of the Supervisory Board, in the following matters:
- resolutions regarding profit distribution or loss coverage;
- change of the Company line of business;
- amendment of the Articles;
- share capital increase or decrease if the increase or decrease takes place in the manner requiring a resolution of the General Meeting;
- merger, split or transformation of the Company;
- winding-up and liquidation of the Company;
- issue of share-convertible bonds;
- sale or lease of the enterprise or its organised part, or encumbering thereof with a limited right in property;
- disposing of interest or shares vested in the Company of the value exceeding PLN 100,000,000 (say: one hundred million zlotys), including by encumbering them, except for disposal for the benefit of the companies within the Capital Group;
- any provisions related to claims for damages incurred at the moment of founding the company, or management or supervision of the Company;
- determination of the date of acquiring the right to dividend and dividend payout date;
- passing resolutions regarding the Company shares redemption;
- convening ordinary or extraordinary General Meetings:
- on the Management Board’s own initiative;
- at a written request of the Supervisory Board;
- at a written request of the shareholders representing at least one twentieth of the share capital;
- division of duties among the Management Board members;
- establishment of the Company organisational regulations or organizational structure, as well as creation or closure of branches, departments, plants and other separated business units of the Company as regards the level of positions or organisational units of the Company which report directly to a member of the Management Board;
- granting and recalling proxy rights and powers of attorney;
- adoption of the Company work regulations and rules applicable to the corporate payroll, awards and bonus systems as well as the Corporate Social Benefits Fund;
- approval of consolidated budgets, the Company budgets, and strategy of the Capital Group;
- granting donations;
- making decisions on group redundancies;
- disposing of or putting into use the Company assets of the net book value or market value exceeding PLN 200,000.00 (say: two hundred thousand zlotys) except for disposing of or putting into use any assets for the benefit of the companies of the Capital Group or within the ordinary course of business of the Company; as well as liquidation of property, plant and equipment (except for computer sets, laptops, dies, inserts, mounts, bolsters, rings, stamps, transfer moulds, adapters, sleeves and punchers) of the initial value exceeding PLN 10,000.00;
- taking out cash liabilities in the value exceeding PLN 12,500,000 (say: twelve and a half million zlotys), except for liabilities provided for in the Company budget and liabilities taken out within the Company ordinary course of business, and referring to the purchase of primary aluminium, aluminium billets, electric energy, methane-rich gas, and heat;
- taking out cash liabilities in the value exceeding PLN 1,000,000.00 (say: one million zlotys), in relation to activities which have not been listed in § 14.3 of the Articles, except for liabilities included in the Company budget and liabilities taken out within the ordinary course of business of the Company;
- taking out cash liabilities in one-off value exceeding PLN 200,000.00 (say: two hundred thousand zlotys), under the agreements on providing advisory services to the Company, except for liabilities under the advisory agreements signed with the companies of the Capital Group;
- any other matters requiring the consent of the Supervisory Board under § 14.3 of the Articles;
- referring to the Supervisory Board with a request for opinion in any matter determined by the Management Board;
- entering into significant transactions within the meaning of the Act on Public Offering, except for transactions for which the Act on Public Offering excludes the duty of obtaining the consent of the Supervisory Board or the General Meeting;
- undertaking activities related to internal audit, whereas resolutions in the matters listed below are passed upon prior approval of the Supervisory Board in the respective matter:
- approval of the Internal Audit Rules,
- approval of the Annual Internal Audit Plan in reference to risk analysis,
- approval of the Long-term Internal Audit Plan,
- approval of the Internal Audit budget and plan of resources,
- ordering an ad hoc audit task,
- appointment and recall of the Internal Audit Director,
- approval of remuneration or any other compensation for the Internal Audit Director which does not result from internal rules or other procedures binding at the Company;
- approval of the Management Board assessment of the effectiveness of internal audit functioning at the Company, along with a respective report, and presenting it to the Supervisory Board.
A resolution of the Management Board may also be required for matters other than listed above, as proposed by the Management Board Members. The managing persons have no right to decide on the issue or redemption of shares but only to initiate actions in that regard.
In 2022, the Management Board held 31 meetings, in which 164 resolutions were passed.
The principles of the Management Board operation are regulated by the Code of Commercial Companies. The detailed methods of the Management Board operation are determined in the Company Articles and the Management Board By-law, passed by the Management Board and approved by the Supervisory Board, available on the corporate website.