The Supervisory Board of Apator S.A. is a statutory body of Apator S.A., acting under the Commercial Companies Code, the Articles of Association of the Company and these Regulations.
Any matters not regulated by these regulations are governed by the provisions of the Company's Articles of Association, the provisions of the Commercial Companies Code and other legal regulations.
The Supervisory Board consists of 5 (five) to 7 (seven) members, elected by the General Shareholders Meeting.
The following individuals may not be Members of the Supervisory Board: - Management Board Members, - Proxies, - Chief Accountants employed by the Company, - Legal Counsels or Lawyers employed by the Company, - Persons who report directly to a Management Board Member, - Members of a subsidiary's Management Board.
The Supervisory Board is appointed for a common term of office of five years.
The reduction of the number of members of the Supervisory Board during the term of office to not less than 5 (five) Members does not require any addition to the composition of the Supervisory Board.
Retiring Supervisory Board Members may be re-elected to the Supervisory Board for the next term.
Supervisory Board Members should have the appropriate knowledge and experience and be able to devote the necessary amount of time to their duties.
7. A member of the Supervisory Board should, in the performance of their duties, exercise the diligence inherent in the professional nature of their activities and maintain loyalty to the Company. A Board Member may not disclose the Company's secrets, even after the expiry of their mandate.
§ 3. Powers of the Supervisory BoardThe Supervisory Board has the right to inspect the activity of the Company and the Apator Group, including by:
requesting the Management Board to submit regular and comprehensive reports and explanations on all significant matters concerning the activity of the Company and the Apator Group and on the risks involved in the activity conducted,
checking the Company's files and documents,
carrying out financial audits and reviews of the Company's assets,
requesting the Management Board, proxies and persons employed by the Company under a contract of employment or performing certain activities for the Company on a regular basis under a contract for specific work, a contract of mandate or any other contract of a similar nature to prepare or submit any information, documents, reports or explanations concerning the Company, in particular its activities or assets.
The Supervisory Board is the permanent supervising and controlling body for all the Company's activities.
By a relevant resolution, the Supervisory Board may create committees from among its members set up to deal with matters of a specific type or category, including the Audit Committee. The Supervisory Board shall set out in a resolution the operating principles of the committee, its composition and its specific competences.
The Supervisory Board may also delegate its Members to independently perform specific supervisory activities. In the event that the Supervisory Board delegates its Member to independently perform supervisory activities, the Supervisory Board is authorised to determine the amount of the remuneration of the delegated Member of the Supervisory Board by way of a resolution. The amount of remuneration of the delegated Member of the Supervisory Board should depend on the duration of the delegation, the commitment required, including time commitment, and the extent of the supervisory duties delegated by the Supervisory Board.
The Supervisory Board may adopt a resolution to have a certain matter relating to the Company's business or its assets examined by a selected advisor (advisor to the Supervisory Board) at the Company's expense. The advisor to the Supervisory Board may also be appointed to prepare certain analyses and opinions.
Members of the Supervisory Board have the right to attend meetings of the Management Board in an advisory capacity.
The Supervisory Board does not have the right to issue binding instructions to the Management Board with respect to the conduct of the Company's affairs.
The tasks of the Supervisory Board include those matters which, under the law, in particular the Commercial Companies Code and the Articles of Association of the Company, are not reserved to the exclusive competence of the General Shareholders Meeting, nor are they within the scope of activities of the Management Board.
Pursuant to Art. 15 sec. 11 of the Articles of Association of Apator S.A., competences of the Supervisory Board include:
assessing the Management Board's report on the Company's activities and the Management Board's report on the activities of the capital group for the previous financial year and submitting a written report on this assessment to the General Meeting,
assessing the separate financial statements and consolidated financial statements for the previous financial year in terms of their compliance with the books, documentation and actual state of affairs, and submitting a written report on this assessment to the General Meeting,
preparing and presenting to the General Meeting a report on the activities of the Supervisory Board, containing the information referred to in Article 382 § 31 of the Commercial Companies Code h., i.e. in particular including a concise assessment of the Company's situation, taking into account the assessment of internal control systems, risk management, compliance and internal audit functions, an assessment of the Management Board's compliance with the information obligations referred to in Article 3801of the Commercial Companies Code, an assessment of the manner in which the Management Board prepares and submits the Management Board to the Supervisory Board of information, documents, reports and explanations, and information on the total remuneration due to the Supervisory Board advisors;
preparing and presenting to the General Meeting a report on the remuneration of the Members of the Management Board and the Supervisory Board,
specifying the remuneration policy for members of the Management Board and Supervisory Board, within the limits set by the General Meeting,
deciding on temporary deviations from the remuneration policy for members of the Management Board and Supervisory Board within the limits specified in the remuneration policy,
evaluating the Management Board's proposals concerning the distribution of profit or coverage of losses,
considering and issuing opinions on all other matters to be the subject of a resolution of the General Meeting,
selecting the auditor to audit the financial statements,
approving the long-term strategy of the Company and the Apator Group and any amendments thereto,
approving the annual and long-term financial plans of the Company and the Apator Group and any amendments thereto,
adopting resolutions on the acquisition and disposal of shares in other business entities,
adopting resolutions on the establishment and liquidation of business entities with all or part of the Company's capital,
adopting resolutions on the acquisition and disposal of real estate, perpetual usufruct or shares in real estate,
granting consent to the disposal of rights or incurring liabilities by the Company, except for matters reserved for the competence of the General Meeting, with a value exceeding PLN 20 million,
granting consent to incur expenditure on research and development work with a value exceeding PLN 1 million,
granting consent to conclude transactions with a related entity of the Company with a value exceeding 5% of the total assets determined on the basis of the last approved financial statements of the Company,
adopting a resolution on determining the number of Members of the Management Board of the Company,
appointing the President of the Management Board and, at his request, other Members of the Management Board, dismissing Members of the Company's Management Board, suspending all or individual Members of the Management Board for important reasons, as well as delegating Members of the Supervisory Board to temporarily perform the duties of Members of the Management Board,
determining the rules of remuneration for the Management Board in accordance with the adopted remuneration policy for Members of the Management Board,
representing the Company in an agreement between the Company and a Member of the Management Board, as well as in a dispute between the Company and a Member of the Management Board,
resolving conflicts of interest of Members of the Management Board,
adopting the Rules of Procedure of the Management Board,
adopting the Rules of Procedure of the Audit Committee and giving consent to the hiring and dismissal of the person in charge of internal audit,
adopting resolutions on other matters at the request of the Management Board.
The Supervisory Board may convene a General Shareholders Meeting in the cases specified in the Commercial Companies Code.
Members of the Supervisory Board exercise their rights and perform their duties in person.
Members of the Supervisory Board should not resign during their term of office if this could render the operation of the Supervisory Board impossible and, in particular, could cause the number of Supervisory Board members to drop below five or prevent the Supervisory Board from adopting a significant resolution in a timely manner.
Members of the Supervisory Board shall:
to provide the Company with information concerning the disposal or acquisition by them or their close affiliates of Company shares, in accordance with the applicable legislation relating to public companies,
participate in the General Shareholders Meeting in such a way as to be able to provide substantive answers to the questions asked during its course,
comply with the principles of the Best Practice for GPW Listed Companies to the extent that the Company has undertaken to apply them.
The members of the Supervisory Board should take appropriate measures to ensure that the Supervisory Board receives information on important matters concerning the Company.
Members of the Supervisory Board are bound by the non-competition clause. The competition ban does not apply to Apator Group companies. A Member of the Supervisory Board may not engage in a competitive business or participate in a competitive company as a partner in a civil law partnership, partnership or a member of a body of a capital company, or be part of another competitive legal entity as a member of a body. This prohibition also includes being part of a competitive capital company if a Member of the Supervisory Board holds at least 10% of shares or stocks of that company or has the right to appoint at least one Management Board Member.
Supervisory Board Members must avoid engaging in professional or non-professional activities that could lead to a conflict of interest or adversely affect their reputation as Members of the Company's Supervisory Board. If a conflict of interest arises or is likely to arise, a Supervisory Board Member is obliged to inform