The Supervisory Board exercises regular supervision over Wirtualna Polska Holding S.A.’s (the “Company”) operations in all areas of its activity.
In order for the Supervisory Board’s resolutions to be valid, all of the members must be invited to a meeting of the Supervisory Board and at least one half of the members of the Supervisory Board must be present at such meeting.
Unless the Articles of Association provide otherwise, resolutions of the Supervisory Board are adopted by a simple majority of votes. In case of an equal number of votes “in favour” and “against”, the Chairman of the Supervisory Board shall have the casting vote.
Members of the Supervisory Board may participate in the adoption of the resolutions of the Supervisory Board by casting their vote in writing through the intermediation of another member of the Supervisory Board. Votes in writing may not be cast with respect to any matters introduced to the agenda during a meeting of the Supervisory Board.
The Supervisory Board may adopt resolutions in writing or by means of remote communication.
Pursuant to §20, section 3 of the Articles of Association, the powers of the Supervisory Board, aside from the matters stated in the Commercial Companies Code, include:
- the selection or change of the entity authorised to audit financial statements of the Company and conduct audits of the Company
- the appointment and dismissal of members of the Management Board in accordance with the request of the President of the Management Board
- the determination of the number of members of the Management Board in accordance with the request of the President of the Management Board
- the adoption of the by-laws of the Supervisory Board and the by-laws of the Management Board
- the granting of consent to the Company to conclude any material transaction with a Related Party, excluding any standard transactions concluded on an arm’s length basis within the scope of any operational dealings of the Company with a Related Party in which the Company holds a majority shareholding
- reviewing and opining on any and all matters that are to be the subject of resolutions of the General Meeting
- opining on long-term development plans of the Company and the annual financial plans of the Company
- the execution by the Company or any of its subsidiaries of an agreement resulting in a consolidated financial indebtedness in excess of 3.5 times the EBITDA provided that the amount of such transaction exceeds PLN 50 mln
- both with respect to the Company and its subsidiary, the execution of contracts of employment, mandate agreements, service agreements (or any other agreements of a similar nature) where the amount of annual remuneration exceeds PLN 1,200,000 (one million, two hundred thousand) (including the maximum payable bonus under any such agreements)
- determination of the remuneration of the members of the Management Board and the President of the Management Board.
Committees of the Supervisory Board
Pursuant to § 22 of the Articles of Association, the Supervisory Board has appointed an Audit Committee composed of three members, including at least two members (including the Committee Chairman) meets the independence criteria, at least one member has the knowledge and skills in accounting or auditing. at least one member has the knowledge and skills in the industry in which the Company operates, and thus the composition of the Audit Committee meets the requirements of the Act on statutory auditors, audit firms and public supervision (the "Act on Statutory Auditors").
The tasks of the audit committee are specified in legal regulations as well as internal regulations of the Company and include in particular:
- monitoring: a) financial reporting process, b) effectiveness of internal control systems and risk management systems and internal audit, including financial reporting , c) performing financial auditing activities, in particular conducting an audit by the audit firm, including all applications and findings of the Audit Oversight Commission resulting from audits carried out in the audit firm;
- controlling and monitoring the independence of the statutory auditor and the audit firm, in particular when the auditing firm provides services other than audit for the benefit of the public interest entity;
- informing the supervisory board or other supervisory body or control unit of public interest about the results of the audit and explaining how this research contributed to the reliability of financial reporting in the public interest unit, and what was the role of the audit committee in the audit process;
- assessing the independence of the auditor and consenting to the provision of permitted non-audit services to the public interest entity;
- developing a policy for selecting an audit firm to conduct the audit;
- developing the policy of providing by the auditing company conducting the audit, by entities related to this auditing company and by a member of the auditing company's network of permitted non-audit services;
- determining the procedure for selecting an audit firm by a public interest entity;
- presenting to the supervisory board or other supervisory or control body, or to the authority referred to in art. 66 par. 4 of the Act of 29 September 1994 on accounting, recommendation referred to in art. 16 sec. 2 of Regulation No. 537/2014, in accordance with the policies referred to in points 5 and 6;
- submitting recommendations aimed at ensuring the reliability of the financial reporting process in the public interest entity.
Currently the Audit Committee consists of three members:
- Mr Aleksander Wilewski (Chairman)
- Mr Jarosław Mikos
- Mr Mariusz Jarzębowski
The Supervisory Board may also appoint other committees, in particular a nomination and remuneration committee. Detailed tasks and principles of appointing and functioning of committees are set out in the Supervisory Board Regulations.
Members of the Supervisory Board who satisfy the independence criteria
Pursuant to the Articles of Association the Supervisory Board should consist of at least two persons who satisfy the independence criteria as provided for in §21 of the Articles of Association.
Currently, there are three members of the Supervisory Board who satisfy the independence criteria:
- Mr Mariusz Jarzębowski,
- Mr Piotr Walter,
- Mr Aleksander Wilewski.