I Management Board
1. The Management Board shall implement the strategy of the Company approved by the Supervisory Board.
2. The Management Board shall execute its tasks through:
a) Developing the strategy of the Company;
b) Defining the scope of the competencies and responsibilities of the individual members of the Management Board;
c) Defining the organizational structure of the Company;
d) Drawing business plans for each year;
e) Providing the means for the implementation of the approved plans;
f) Developing and implementing HR and payroll policy;
g) Monitoring plan implementation (delivery);
h) Appointing experts to support the Management in their work.
3. Activities which are not within the scope of the ordinary management of the Company’s affairs must be approved by a resolution of the Supervisory Board. These activities include accepting financial obligations and asset encumbrances greater than 1 000,000 PLN at a time.
II The President of the Management Board
4. The President of the Management Board shall be appointed by the Supervisory Board.
5. The President of the Management Board shall have the right and responsibility to:
a) Chair the meetings of the Management Board;
b) Designate a member of the Management Board as a substitute of an executive member of the Management Board who cannot perform his or her responsibilities;
c) Coordinate the work of other members of the Management Board;
6. The President of the Management Board shall act as the President of the Company, in particular when dealing with state and treasury authorities, or when it is legally required to name the President of the Company.
III Members of the Management Board
7. Members of the Management Board shall have the right to:
a) Submit motions to change and supplement the agenda of the Management Board meeting;
b) Request a confidential vote.
8. Members of the Management Board shall be obliged to:
a) Participate in the meetings of the Management Board;
b) Provide the Management Board with reports on their activities in the Company.
IV Meetings of the Management Board
9. The Management Board shall perform its duties by holding meetings and adopting resolutions regarding the activities of the Company and its management.
10. The meetings shall be called for by the President of the Management Board, on his or her own request or when requested by any of the members of the Management Board or the Supervisory Board. The President of the Management Board shall inform all members of the Management Board of the date, place and agenda of the meeting with at least 3 days notice.
11. The meeting may be held without any notice or notice shorter than specified above, only if the majority of the members of the Management Board agree.
12. The meetings of the Management Board shall be held at least once a month.
13. The meetings of the Management Board shall be held:
a) at the premises of the Company,
b) remotely, with the use of technology which ensures an undisturbed session.
14. Each member of the Management Board shall have the right to invite guests to the meeting of the Management Board. Such guests shall have no right to vote. The Management Board must agree for a guest to attend the meeting.
15. The outcomes of the Management Board meetings shall be recorded in:
a) Management Board meeting minutes or
b) Management Board resolution minutes.
16. The minutes shall be taken by a member of the Management Board designated by the President.
17. The minutes shall be signed by all the members present at the meeting or participating in a vote to adopt a resolution. If the resolution minutes are not separate but are included in the meeting minutes, then signing the meeting minutes shall be equivalent to signing all resolution minutes which are included in the meeting minutes. The minutes shall be approved by the Management Board not later than three days after the meeting.
18. The approved minutes shall be distributed to all members of the Management Board.
V Adopting Resolutions
19. The following activities must be approved by a resolution of the Management Board:
a) Accepting the Company’s budget;
b) Internal allocation of tasks and responsibilities of the members of the Management Board;
c) Adopting regulations and other internal normative acts of the Company;
d) Deciding on the matters of great significance as well as matters and transactions which could pose a risk to the Company;
e) Giving power of attorney to third parties (including the employees of the Company);
f) Giving permission for drawing funds from the Employee Social Benefit Fund.
20. Voting for a resolution of the Management Board shall take place during the meeting of the Management Board. Resolution may also be adopted by circular vote.
21. Only votes in favour of the resolution shall be counted.
22. Resolution shall be adopted at the meeting of the Management Board by a majority vote when at least half of the members of the Management Board are present at the meeting.
23. The vote shall be open (excluding the situation specified in §7(b)).
24. Circular resolution shall only be adopted when its is signed by all members of the Management Board present at the meeting.
25. A member of the Management Board who does not agree with the resolution adopted shall have the right to state his or her stance by attaching his or her dissenting opinion to the minutes of the meeting or submitting a separate document.
VI Documentation Storing
26. The documentation of the Management Board shall be stored in electronic form. If there are no suitable technical conditions, a paper document may be drawn up, however a copy of the document is to be included in the electronic documentation as soon as possible.
27. The signature in the document shall be dated.
28. The President of the Management Board shall be responsible for keeping the register of the minutes and resolutions.
29. The Management Board shall store documents regarding its activities, as well as the documents submitted to the Management Board by the General Meeting of Shareholders and the Supervisory Board.
VII Final Provisions
30. The members of the Management Board shall cooperate and inform each other of their activities if the activities are not within the scope of typical procedures of dealing with certain types of matters or if they are related to the scope of activities of other member of the Management Board.
31. Any disputes between members of the Management Board and regulation disputes shall be settled by the Supervisory Board.
32. The cost of the Management Board operation shall be covered by the Company.
33. The Bylaws were adopted by the Management Board according to §13(2) 2 of the Articles of Association, art. 376 of the Code of Commercial Companies and in accordance with rule 40 of the Code of Best Practices.
34. The Bylaws shall come into force on the date they are approved by the Supervisory Board
