The Supervisory Board consists of minimum five and maximum six members. The rules governing the Supervisory Board's activities are set in details in the Company's Statute.
- Andrzej Szlęzak – Chairman of the Supervisory Board
- Wanda Rapaczynski – Member of SB
- Dariusz Formela – Member of SB
- Tomasz Sielicki – Member of SB
- Andrzej Dobosz– Member of SB
- Maciej Wiśniewski – Member of SB
As at the date of submission of this report.
The composition of the management board has not changed until the publication date of the report. In June 2019 Andrzej Dobosz was replacement by Tomasz Karusewicz.
Members of the Supervisory Board of Agora S.A. do not run a competitive activity against Agora SA. as well as they do not participate in a competitive company as a partner in a civil law partnership, partnership or as a member of the competitive body of a capital company or a member of the body of any competitive legal entity. They are not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register, nor have they been sentenced by a valid judgment for offenses specified in the provisions of the Penal Code and the Commercial Companies Code. Members of the Supervisory Board of Agora S.A. did not perform managerial or supervisory functions in entities which were in bankruptcy or liquidation during their term of office, were not deprived by the bankruptcy court of the right to run a business on their own account and as a member of the supervisory board, representative or proxy in a commercial company , state enterprise, cooperative, foundation or association. Pursuant to the provisions of the company's statute, at least half of the board members will meet the independence requirements set out in par. 20 section 4. All members of the Supervisory Board of Agora S.A. meet the criteria of an independent Member of the Supervisory Board indicated in § 20 para. 4 of the Company Statute.
In accordance with the statements made, the following Members of the Supervisory Board of Agora SA: Andrzej Szlęzak, Andrzej Dobosz, Dariusz Formela, Tomasz Sielicki, Maciej Wiśniewski, meet the independence criteria of a member of the Supervisory Board, defined by the European Commission in Annex II to the European Commission Recommendation 2005/162 / EC of on February 15, 2005 regarding the role of non-executive or supervisory directors of listed companies and committees of the (supervisory) board.
There is one Committee and one Commission operating within the Supervisory Board: the Audit Committee, and Human Resources and Remuneration Commission established in compliance with the Company’s Statutes, performing advisory role to the Supervisory Board. As at the date of submission of this Report, the Committee and Commission are composed of the following members:
- Dariusz Formela – Chairperson of the Audit Committee, an independent member of the Supervisory Board with knowledge and skills in the field of accounting ecquired in the course of current professional activity,
- Tomasz Sielicki, a member of the Supervisory Board with knowledge about the business which the Company operates,
- Maciej Wiśniewski, an independent member of the Supervisory Board with knowledge and skills in the field of accounting ecquired in the professional education in the Faculty of Finance and Banking at the Warsaw School of Economics and the Faculty of Finance at London Business School as well as in the course of current professional activity.
Competences and procedures of the Audit Committee were set with the Bylaws of Audit Committee, is available on: www.agora.pl. The Audit Committee is responsible for monitoring financial reporting of the Company and the Agora Group, as well as financial audit activities, performing supervisory functions with respect to monitoring of internal control systems, internal audit and risk management, and performing supervisory activities with respect to monitoring the independence of external auditors.In order to exercise its powers, the Audit Committee may require the Company to provide certain information on accounting, finance, internal audit and risk management that is necessary for the performance of the Audit Committee's activities, and may examine the Company's documents. The meetings of the Audit Committee are convened when necessary, but at least four times per year. In 2018 the Audit Committee was convened six time. Meetings of the Audit Committee are convened by its chairman on his own initiative or at the request of a member of the Audit Committee, as well as at the request of the Management Board, internal or external auditor. Meetings of the Audit Committee may also be convened by the Chairman of the Supervisory Board. The Audit Committee submits to the Supervisory Board its motions, positions and recommendations in time for the Supervisory Board to take appropriate actions, as well as annual and half-yearly reports on its activities in a given financial year and an assessment of the Company's situation in the areas within its competence.
HUMAN RESOURCES AND REMUNERATION COMMISSION:
- Dariusz Wiśniewski - chairperson of the Human Resources and Remuneration Commission,
- Andrzej Dobosz,
- Andrzej Szlęzak.
In accordance with the Bylaws of the Human Resources and Remuneration Commission, responsibilities of the Commission include periodic assessment of the principles of remuneration of the Management Board members and providing the Supervisory Board with appropriate recommendations in this respect, making recommendations regarding the amount of remuneration and granting additional benefits to individual members of the Management Board for consideration by the Supervisory Board. When submitting the above recommendations to the Supervisory Board, the Commission should specify all forms of remuneration, in particular the fixed remuneration, the performance-based remuneration system and severance pay. Additionally, the Committee's competencies include advising the Supervisory Board on the selection criteria and the procedures for appointing Management Board members in cases provided for in the Company's Statutes, advising the Supervisory Board on the procedures to ensure proper succession of Management Board members in cases provided for in the Company's Statutes. Meetings of the Human Resources and Remuneration Commission are held as frequently as needed to ensure its proper operation, at least once a year. Meetings of the Commission are convened by its Chairperson on his/her own initiative or at the request of a member of the Commission, Supervisory Board or of the President of the Company’s Management Board. Meetings of the Commission may also be convened by the Chairman of the Supervisory Board. The Commission submits to the Supervisory Board its motions, positions and recommendations in time for the Supervisory Board to take appropriate actions, as well as annual reports on its activities in a given financial year and an assessment of the Company's situation in the areas within its competence.
With respect to the diversity recommendation and equal membership of women and men in the governing bodies, Management Board of Agora pointed out that they do not have influence over the selection of their members. Under the diversity policy adopted by the Agora in December 2015, the choice of candidates to any positions in the discretion of the Management Board is determined primarily by criteria such as knowledge, experience and skills necessary for filling the position. Application of this principle to all employees of the Agora allows for a healthy functioning of the organization and embracing new business challenges. Selection procedure for the Supervisory Board is specified in the Company’s Statutes and other relevant laws and regulations. The Company has limited influence on the composition of the supervisory body as well as its activities. Nevertheless, the six-person Supervisory Board in office in 2018 reflected all diversity policy principles. The procedure of appointing Members of the Management Board is also specified in the Statues of Agora Group. Only holders of A series shares are authorized to nominate candidates. In the opinion of the company, priority criteria for selecting candidates are high qualifications, professional experience in Agora Group’s core businesses and technical expertise to perform the responsibilities of Management Board Member. Members of the Company's Management Board have complementary experience and competences – they are graduates of: Warsaw School of Economics, Warsaw University of Technology University of Silesia, University of Łódź, University of Edinburgh, Wrocław University of Technology, Institute Francais de Gestion, Harvards Business School (professional training courses), University of Economics in Wrocław, MBA at the Warsaw University of Technology Business School. It should be noted that the key aspect in the process of selecting governing executives and key managers is to ensure wide spread and diversity of attributes, in particular in the area of professional experience, age, education and gender. The priorities are high qualifications and professional experience as well as expertise necessary to perform the function in question.
Tab. Gender structure in supervisory and management bodies of Agora S.A.