Appointment of management members
Rules regarding appointing and recalling the management members and their powers, in particular the right to decide on the issue or buy-back of shares
The Supervisory Board appoints and recalls President of the Management Board and, upon his/her request, the Vice-Presidents of the Management Board or other Board Members for a joint three-year term of office.
The Management Board is not authorised to make a decision on the issue of shares. The rights of the Management Board regarding a decision to redeem shares do not vary from those set forth in the Code of Commercial Companies.
The policies concerning appointing and recalling Management Board Members, the rights of those persons, in particular the right to make a decision to issue or redeem Company’s shares, included in the Articles of Association did not change in 2015.
In accordance with the provisions of the Company’s Articles of Association, the Management Board conducts the Company’s affairs and represents the Company, which means that the scope of its duties follows the provisions of the Code of Commercial Companies. The particular scope of powers of the Management Board, provided for in the Articles of Association, includes:
- granting approval for the disposal of registered shares,
- determining the share issue price in the case of share capital increase,
- cancelling or limiting the pre-emptive right with respect to newly issued shares upon approval by the Supervisory Board,
- defining the method of determining the share issue price or issuing shares in exchange for non-monetary contribution upon approval by the Supervisory Board,
- making decisions on the purchase or disposal of property, perpetual usufruct or share in property, machines and equipment, securities or other asset items where the unit price on acquisition or disposal does not exceed one fifth of the Company’s share capital,
- taking a decision on the payment of advance dividend in anticipation of the year-end dividend, upon approval by the Supervisory Board.
