The Supervisory Board members are appointed for a joint term of three years. In accordance with the Company’s Articles of Association and the “Best Practices...”, at least two members of the Supervisory Board should meet the independence criteria. We satisfied this requirement in 2016.

The Supervisory Board supervises the activities of KGHM Polska Miedź S.A. on a permanent basis. It executes its powers both at the meetings, which are held at least once a quarter, and through the participation of its members in the work of the Committees. The Supervisory Board makes decisions in the form of resolutions, which in order to be valid must be passed by an absolute majority of the votes in the presence of at least half of the Supervisory Board members, provided that all members have been invited to the meeting.

* These documents are publicly available at www.kghm.com.

In 2016, the Supervisory Board consisted of:

From January 1 to January 18:

- Marcin Moryń - Chairman

- Tomasz Cyran - Deputy Chairman

- Bogusław Fiedor - Member of the Supervisory Board 

- Andrzej Kidyba - Member of the Supervisory Board 

- Jacek Poświata - Member of the Supervisory Board 

- Barbara Wertelecka-Kwater - Member of the Supervisory Board 

and the members elected by the employees: 

- Bogusław Szarek - Secretary

- Józef Czyczerski - Member of the Supervisory Board

- Leszek Hajdacki - Member of the Supervisory Board

Bogusław Fiedor, Jacek Poświata, Andrzej Kidyba and Tomasz Cyran submitted declarations with regard to meeting the independence criterion as defined in Rule II.Z.4 of “Best Practice for WSE Listed Companies”.

From January 8 to December 7:

- Dominik Hunek - Chairman (from February 3, 2016)

- Radosław Barszcz - Deputy Chairman (from February 3, 2016 to September 5, 2016)

- Michał Czarnik - Deputy Chairman (from September 5, 2016)

- Cezary Godziuk - Member of the Supervisory Board

- Miłosz Stanisławski - Member of the Supervisory Board

- Jarosław Witkowski - Member of the Supervisory Board

and the members elected by the employees:

- Bogusław Szarek - Secretary

- Józef Czyczerski - Member of the Supervisory Board

- Leszek Hajdacki - Member of the Supervisory Board

Dominik Hunek, Michał Czarnik, Cezary Godziuk and Jarosław Witkowski submitted declarations with regard to meeting the independence criterion as defined in Rule II.Z.4 of the “Best Practice for WSE Listed Companies”.

On September 5, 2016, in connection with the resignation of Radosław Barszcz as Deputy Chairman, the Supervisory Board elected Michał Czarnik in his place.

Also on September 5, 2016, the Supervisory Board seconded its member, Dominik Hunek, to perform the function of Management Board member – Vice President responsible for Development, for a limited period from September 6 to December 6, 2016. On October 28, 2016, Dominik Hunek resigned as a Management Board member on a temporary basis.

On December 6, 2016, Miłosz Stanisławski resigned as a Supervisory Board member.

From January 7 to December 31:

- Dominik Hunek - Chairman

- Michał Czarnik - Deputy Chairman

- Wojciech Myślecki - Deputy Chairman

- Marek Pietrzak - Member of the Supervisory Board

- Agnieszka Winnik-Kalemba - Member of the Supervisory Board

- Jarosław Witkowski - Member of the Supervisory Board

and the members elected by the employees:

- Bogusław Szarek - Secretary

- Józef Czyczerski - Member of the Supervisory Board

- Leszek Hajdacki - Member of the Supervisory Board

Agnieszka Winnik-Kalemba, Wojciech Myślecki and Marek Pietrzak submitted declarations with regard to meeting the independence criterion as defined in Rule II.Z.4 of the “Best Practices of WSE Listed Companies”.

In 2016, the Supervisory Board held 13 minuted meetings and passed 90 resolutions, including 15 resolutions passed in writing. As part of its permanent supervision over the Company’s activities, in 2016 the Supervisory Board monitored the Company’s situation on an ongoing basis on the basis of the financial performance of the KGHM Polska Miedź S.A. and the Management Board resolutions. It also supervised the status of the key capital expenditure projects, verified expenditure on research and implementation work, donations, sponsorship, entertainment, marketing and advertising, consulting, advisory and analytical services provided to KGHM Polska Miedź S.A. and the Group by external service providers.

The Supervisory Board approved the KGHM budget for 2016, evaluated the Company’s reports for 2015 submitted by the Management Board and the proposed method for offsetting the loss for 2015, and applied to the General Meeting for the approval thereof. In addition, it elected the registered auditor for the financial years 2016, 2017 and 2018, made changes to the composition of the Management Board of KGHM Polska Miedź S.A., determined the remuneration of the Management Board members, seconded Supervisory Board members to perform supervisory activities independently and seconded a Supervisory Board member to act as a Management Board member on a temporary basis.

The current composition of the Supervisory Board KGHM Polska Miedź S.A.:

- Dominik Hunek - Chairman

- Michał Czarnik - Deputy Chairman

- Bogusław Szarek - Secretary

- Józef Czyczerski - Member of the Supervisory Board

- Leszek Hajdacki - Member of the Supervisory Board

- Janusz Kowalski - Member of the Supervisory Board

- Wojciech Andrzej Myślecki - Member of the Supervisory Board

- Marek Pietrzak - Member of the Supervisory Board

- Agnieszka Winnik – Kalemba - Member of the Supervisory Board

- Jarosław Witkowski - Member of the Supervisory Board

On June 21, 2017, the Ordinary General Meeting of KGHM Polska Miedź SA Appointed Janusz Marcin Kowalski to the Supervisory Board of the Company.

GRI Indexes:

Activities of the Supervisory Board Committees

The Supervisory Board has three committees: the Audit Committee, the Remuneration Committee and the Strategy Committee. They provide support in preparing evaluations, opinions and recommendations concerning decisions made by the Supervisory Board. Their detailed powers, activities and methods of work are defined in the rules and regulations approved by the Supervisory Board.

The Audit Committee is responsible for the supervision of financial reporting, the internal control system, risk management and internal and external audits on behalf of the Supervisory Board.

The Audit Committee in 2016:
Name
1 January - 3 February
3 February - 21 December
21 December - 31 December
Radosław Barszcz



Tomasz Cyran



Michał Czarnik

● Chairman
● Chairman
Bogusław Fiedor
● Chairman


Cezary Godziuk



Leszek Hajdacki



Dominik Hunek



Wojciech Myślecki



Marek Pietrzak



Miłosz Stanisławski



Bogusław Szarek



Agnieszka Winnik-Kalemba



Jarosław Witkowski



In 2016, four minuted meetings of the Audit Committee were held, during which its members performed the following tasks:

  • expressed opinions on the audit and control plan for the KGHM Group and considered reports on the performance of previous plans;
  • analysed and monitored the risk management process at KGHM Polska Miedź S.A. and KGHM INTERNATIONAL LTD.;
  • reviewed the Company’s reports and prepared recommendations for the Supervisory Board with respect to the approval of the following annual reports:

    - report on the evaluation of the Management Board’s Report on the activities of KGHM Polska Miedź S.A. in the financial year and evaluation of the financial statements of KGHM Polska Miedź S.A. for the year 2015;
    - report on the evaluation of the Management Board’s Report on the activities of the KGHM Polska Miedź S.A. Group in the financial year and evaluation of the consolidated financial statements of the Group for the year 2015;
    - evaluation of the Company’s position in the financial year 2015, taking into account the assessment of the internal control system, risk management system, compliance and the internal audit function;
    - report on the activities of the Audit Committee in 2015.

The Audit Committee also analysed the Company’s draft budget for 2016 and prepared a recommendation for the Supervisory Board on the approval of the budget for 2016. It also completed the procedure of selection of the Company’s registered auditor and prepared a recommendation for the Supervisory Board on the selection of the registered audit firm for auditing the Company’s financial statements for the years 2016–2018.

The Remuneration Committee supervises the issues relating to recruitment and employment of Management Board members and the system of remuneration and benefits in the KGHM Group on behalf of the Supervisory Board.

The Remuneration Committee in 2016:
Name
1 January - 3 February
3 February - 21 December
21 December - 31 December
Radosław Barszcz

● Chairman

Tomasz Cyran
● Chairman


Józef Czyczerski



Leszek Hajdacki



Dominik Hunek


● Chairman
Marcin Moryń



Miłosz Stanisławski



Bogusław Szarek



Barbara Wertelecka-Kwater



In 2016, three minuted meetings of the Remuneration Committee were held, during which the Committee members dealt with:

  • preparing recommendations for the Supervisory Board with respect to the employment contracts for newly appointed members of the KGHM Polska Miedź S.A. Management Board;
  • preparing recommendations for the Supervisory Board with respect to the approval of bonuses for members of KGHM Polska Miedź S.A.’s Management Board for 2016;
  • preparing recommendations for the Supervisory Board with respect to determining the amount of variable remuneration payable to members of KGHM Polska Miedź S.A.’s Management Board in 2015;
  • passing recommendations for the Supervisory Board with respect to the approval of the report on the Remuneration Committee activities in 2015.

The Strategy Committee supervises the implementation of the Company’s Strategy, annual and long-term operating plans, and evaluates the coherence of these documents on behalf of the Supervisory Board. Its tasks also include expressing opinions on draft strategies presented by the Management Board and their amendments and on the Company’s annual and long-term operating plans, as well as evaluating the adequacy of the current strategies in view of the changing needs and circumstances.

The Strategy Committee in 2016:
Name
1 January - 3 February3 February - 21 December21 December - 31 December
Michał Czarnik



Józef Czyczerski



Cezary Godziuk



Leszek Hajdacki



Andrzej Kidyba
● Deputy Chairman


Marcin Moryń



Wojciech Myślecki



Marek Pietrzak



Jacek Poświata



Miłosz Stanisławski



Bogusław Szarek



Barbara Wertelecka-Kwater
● Chairwoman


Agnieszka Winnik-Kalemba


Jarosław Witkowski
● Chairman
● Chairman

Four minuted meetings of the Strategy Committee were held in 2016. They dealt with the following matters:

  • monitoring the progress of work on updating the Company’s Strategy;
  • reviewing the development prospects of the Polish KGHM Polska Miedź S.A. Group companies;
  • reviewing the report on the execution of the Company’s Strategy in 2015.