Supervisory Board and Supervisory Board Committees

The Supervisory Board’s responsibilities include in particular:

1. evaluation of the Company financial statements and the Management Board reports on the Company operations;
2. assessment of the Management Board motions concerning profit distribution or loss coverage;
3. submitting written reports on the results of the actions referred to in items 1) and 2) above to the General Meeting;
4. submitting assessments regarding the Company standing and other opinions to the General Meeting, particularly in reference to the Company sponsoring and charity activities and fulfilment of disclosure obligations by the Company;
5. presenting reports on the Supervisory Board activities to the General Meeting;
6. appointment and dismissal of the Management Board Members and determining the principles of their remuneration in accordance with the Remuneration Policy binding at the Company;
7. suspending the individual or all Management Board Members in their duties because of important reasons;
8. delegating Members of the Supervisory Board to temporarily perform the duties of the Management Board Members who are incapable of discharging their duties;
9. approval of the Management Board By-law;
10. approval of consolidated budgets, Company budgets, and strategy of the Capital Group;
11. electing the statutory auditor to audit the Company financial statements;
12. determination of the value of remuneration of the Supervisory Board Members delegated to temporary performance of duties of a Management Board Member, in accordance with the Remuneration Policy binding at the Company;
13. presentation to the General Meeting of recommendations and requests regarding amendments to the Remuneration Policy binding at the Company, within the meaning of the Act of 29 July 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies, plus introduction of more detail into the Remuneration Policy binding at the Company, upon approval of the General Meeting;
14. preparing an annual Remuneration Report, as required by the Act of 29 July 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies.

In addition, the Management Board shall obtain the consent of the Supervisory Board before performing any of the following acts by the Company:

1. disposing of and putting into use the Company assets of the value exceeding PLN 50,000,000 (say: fifty million zlotys), except for disposing of and putting into use any assets for the benefit of the companies of the Capital Group or within the ordinary course of business;
2. activities, as a result of which the financial debt limit of the Capital Group will be exceeded jointly for more than PLN 50,000,000 (say: fifty million zlotys) or further increase of the excess level;
3. activities, as a result of which the off-balance-sheet debt of the Capital Group will be exceeded jointly for more than PLN 50,000,000 (say: fifty million zlotys) or further increase of the excess level;
4. taking out cash liabilities in the value exceeding PLN 1,000,000 (say: one million zlotys), under the agreements on providing advisory services to the Company, except for taking out liabilities under advisory agreements signed with the companies of the Capital Group;
5. taking out cash liabilities in the value exceeding PLN 12,500,000 (say: twelve and a half million zlotys), in relation to activities which have not been listed in § 14.3 of the Articles, except for liabilities provided for in the Company budget and liabilities taken out within the Company ordinary course of business;
6. creating and joining companies, an taking up or acquiring interest or shares;
7. disposing of the interest or shares vested in the Company of the value exceeding PLN 10,000,000 (say: ten million zlotys), including by encumbering them, except for managing for the benefit of the companies within the Capital Group;
8. granting finance by the Company based on lending agreements or other activities of similar nature for the amount exceeding PLN 1,000,000 (say: one million zlotys) to companies from outside of the Capital Group, except for the cases specified in the approved Company budget, and except for finance granted within the ordinary course of business;
9. exercising the right of vote on shares or interest of the Company in key companies in the matters related to granting a consent for:
   • disposing of and putting into use the Company assets of the value exceeding PLN 20.000.000 (say: twenty million zlotys), except for disposing of and putting into use any assets for the benefit of the companies of the Capital Group or within the ordinary course of business of the key company;
   • activities, as a result of which the financial debt limit of the Capital Group will be exceeded jointly for more than PLN 50,000,000 (say: fifty million zlotys) or further increase of the excess level;
   • activities, as a result of which the off-balance-sheet debt of the Capital Group will be exceeded jointly for more than PLN 50,000,000 (say: fifty million zlotys) or further increase of the excess level;
   • creating and joining companies, an taking up or acquiring interest or shares;
   • disposing of the interest or shares vested in the Company of the value exceeding PLN 10,000,000 (say: ten million zlotys), including by encumbering them, except for managing for the benefit of the companies within the Capital Group;
10. conclusion of an agreement with a member of the Supervisory Board;
11. conclusion of a major agreement with a shareholder of the Company who holds at least 5% (say: five percent) of the total number of votes in the General Meeting;
12. opening or closing a branch.

Audit Committee Membership 

In the period from 1 January 2021 to 31 December 2021, the Audit Committee was composed of:

• Mr Piotr Kaczmarek – Chairman of the Audit Committee,
• Mr Wojciech Golak – Member of the Audit Committee,
• Mr Paweł Niedziółka – Member of the Audit Committee,
• Mr Przemysław Rasz – Member of the Audit Committee,
• Mr Piotr Stępniak – Member of the Audit Committee,
• Ms Agnieszka Zalewska – Member of the Audit Committee.

Mr Piotr Kaczmarek – Chairman of the Audit Committee

Mr Piotr Kaczmarek fulfils the statutory independence criteria and possesses knowledge in accounting and auditing financial statements, as well as the sector of Grupa Kęty S.A. operation, as referred to in the Act on Statutory Auditors […].

Mr Piotr Kaczmarek is highly experienced in seating at Audit Committees of stock-listed companies, including as Chairman of the Audit Committees (Robyg S.A., Grupa Kęty S.A., Ferro S.A., Harper Hygienics S.A, Erbud S.A., VRG S.A.). He has also worked for more than a decade as a financial analyst, and was awarded the CFA (Chartered Financial Analyst) title and a securities broker licence.

Since 2017, Mr Piotr Kaczmarek has acted as a Member of the Supervisory Board of Grupa Kęty S.A., which contributed to extending his knowledge of the sector in which the Company operates.

Mr Wojciech Golak – Member of the Audit Committee

Mr Wojciech Golak fulfils the statutory independence criteria and possesses knowledge in accounting and auditing financial statements, as well as the sector of Grupa Kęty S.A. operation, as referred to in the Act on Statutory Auditors […].

Since 2018, Mr Wojciech Golak has acted as a Member of the Audit Committee of Robyg S.A. He completed a post-graduate course in banking run by the Collegium of Management and Finance of the SGH Warsaw School of Economics. He also acted as a representative and receiver of KBC Securities N.V. (joint stock company) Branch in Poland. Mr Wojciech Golak has been acting as a Member of the Supervisory Board of Grupa Kęty S.A. since 2020, which contributed to extending his knowledge of the sector in which the Company operates.

Mr Paweł Niedziółka – Member of the Committee

Mr Paweł Niedziółka fulfils the statutory independence criteria and possesses knowledge in accounting and auditing financial statements, as well as the sector of Grupa Kęty S.A. operation, as referred to in the Act on Statutory Auditors […].

Mr Paweł Niedziółka has over 20 years of experience in analyses and risk management with regard to financing business companies and structuring of bank financing. He heads the Financial Risk Management Department at the Institute of Banking of the SGH Warsaw School of Economics, and manages the Structural Financing Team at Bank Millennium S.A. where he manages the Financial Risk Management Department and sits at the Audit Committee of the company (previously, he was associated with Credit Lyonnais Bank Polska and Bankgesellschaft Berlin). Mr Paweł Niedziółka has been acting as a Member of the Supervisory Board of Grupa Kęty S.A. since 2014, which contributed to extending his knowledge of the sector in which the Company operates.

Mr Przemysław Rasz – Member of the Audit Committee

Mr Przemysław Rasz fulfils the statutory independence criteria and possesses knowledge in accounting and auditing financial statements, as well as the sector of Grupa Kęty S.A. operation, as referred to in the Act on Statutory Auditors […].

Mr Przemysław Rasz has a master’s degree in engineering. He graduated from a dual programme by the Poznań University of Technology (MSc. Eng.) and the University of Economics in Poznań (Management and Organisation). He also completed a post-graduate course in Business Value Management at the SGH Warsaw School of Economics.

In 2008–2018, Mr Przemysław Rasz chaired Supervisory Boards of 8 large commercial and production companies in Central and Eastern Europe (Poland, Slovakia, Czech Republic, Romania, Bulgaria, Hungary, Russia). He also acted as the owner’s representative at several Polish and European companies (the total value of equity of ca. EUR 120 million), and Vice President of a European Corporation with equity of about EUR 900 million, where he was responsible for business and financial risk, as well as corporate and accounting compliance. He participated actively in 9 acquisition processes, including as a Project Manager in Poland, Czech Republic, Hungary, Austria and Germany. On the European level, he was responsible for the process as well as business and financial integration (the largest transaction amounted to EUR 1.1 billion) Moreover, he participated in 9 professional due diligence programmes for the purpose of acquisition, including 7 times as the Lead Manager, and once as a member of a 4-person Corporate Steering Committee.

Mr Przemysław Rasz has acted for more than 20 years as the President of the Management Board of a Polish capital group in the construction sector, of the revenue of roughly PN 300–500 million, where he was responsible for approving the work of the Management Board in the particular reporting years in accordance with the binding accounting standards. In the years 1996–2002, he was President of a company quoted at the main trading floor of the Warsaw Stock Exchange.

For over 28 years he has worked in Polish, European and American civil engineering companies dealing with production, trade and contract performance. He has also managed companies of the construction sector. Further, he served two terms as a Member of the Board of Construction Materials of the Minister/Chief Building Supervision Inspector; two terms as a Member of the Scientific Council of Building Technology Institute in Warsaw; two terms as a Member of the Building Design Chamber in Warsaw; four terms as a Deputy Chairman of the Board of the Polish Chamber of Commerce and Industry for the Construction Business; and two terms as the Chairman of the Construction Committee (KIG) in Warsaw.

Mr Piotr Stępniak – Member of the Audit Committee

Mr Piotr Stępniak fulfils the statutory independence criteria and possesses knowledge in accounting and auditing financial statements, as well as the sector of Grupa Kęty S.A. operation, as referred to in the Act on Statutory Auditors […].

He possesses theoretical expertise in accounting or financial audit within the meaning of Article 129.1 sentence two of the Act, which he gained by getting a Double Major B.A. degree in Management and Economics with Financial Accounting, an MSM degree (Master of Science in Management) and an EMBA degree (Executive Master in Business Administration).

Mr Piotr Stępniak has been acting as a Member of the Supervisory Board of Grupa Kęty S.A. since 2017, which contributed to extending his knowledge of the sector in which the Company operates.

Ms Agnieszka Zalewska – Member of the Audit Committee

Ms Agnieszka Zalewska is highly experienced in management, including with regard to legal matters, corporate supervision, and coordination of management processes at companies. She has participated in the performance of strategic and investment projects at companies. She is experienced in the power engineering sector and in financial institutions. According to her declaration, she does not fulfil the independence criteria set out in Article 129.3 of the Act, and does not possess knowledge and skills in accounting or auditing financial statements, within the meaning of Article 129.1 sentence two 2. of the Act, or knowledge and skills in the sector in which the Company operates, within the meaning of Article 129.5 of the Act.

Detailed information about the particular members of the Audit Committee of the Supervisory Board of Grupa Kęty S.A., including their qualifications and experience, is presented on the corporate website at: https://grupakety.com/en/about-grupa-kety/about-us/company-governing-bodies/

Competences of the Audit Committee and information on the method of the Committee appointment and operation

The Audit Committee consists of at least three Members appointed by the Supervisory Board for its term of office from among its Members. The Committee Members appointed by the Supervisory Board elect one of them as the Chairman of the Committee. At least one Committee Member possesses knowledge and qualifications in accounting or auditing financial statements. Most of the Audit Committee Members, including the Chairman of the Committee, fulfil the independence criteria specified in Article 129.3 of the Act of 11 May 2017 on Statutory Auditors, Audit Companies and Public Supervision, as well as in ‘The Best Practice for GPW Listed Companies 2021’. The Audit Committee Members possess knowledge and qualifications related to the industry in which the Company operates. This condition is deemed fulfilled if at least one Committee Member has the knowledge and qualifications related to that industry, or individual Members – within certain areas – have the knowledge and qualifications related to that industry. A Committee Member may be dismissed from the Committee at any time by virtue of a Supervisory Board resolution.

The Committee meetings are opened and chaired by the Committee Chairman or in his absence by another Member of the Committee indicated by the Chairman. The Committee decisions are made in the form of resolutions. The resolutions are passed with an absolute majority of votes. In the event of an equal number of votes for and against a resolution, decisive is the vote of the Chairman, and in his absence – of the other person chairing the Committee meeting, as specified in § 9.1 of the Committee By-law. For the validity of the Committee resolutions proper invitation of all the Committee Members to the Committee meeting is required, or consent to holding a meeting of the Committee without formal convening, in accordance with § 8.7 of the Committee By-law, as well as the presence of at least half of the Committee Members at the Committee meeting. The Committee resolutions do not bind the Supervisory Board.

The tasks of the Committee include supporting the Supervisory Board in the performance of its control and supervisory duties, as well as performance of tasks specified in the generally biding laws, and specifically as regards:

1. monitoring of the financial reporting process, which includes but is not limited to:
   • verification of financial statements as to the correctness and completeness of the information provided therein,
   • providing opinions on the principles of preparing financial statements and the accounting policy at the Company;
   • analysing the reports on the audit of financial statements;
2. monitoring the effectiveness of internal control systems, risk management systems and internal audit, also with regard to financial reporting, which includes but is not limited to:
   • assessment of the effectiveness of the particular elements of the systems, including those related to financial reporting and safety of the applied information technologies, and presenting recommendations in that regard to the Supervisory Board;
   • analysis of the detected irregularities in the internal control systems and presentation of recommendations in that regard to the Supervisory Board;
   • examining reports and recommendations issued by the external regulatory or control authorities, applicable to the compliance of the Company activities with the legal regulations as well as schedules of removing the irregularities detected;
3. monitoring the performance of financial audit activities, in particular carrying out of audits by an audit firm, taking into account any findings and conclusions of the Polish Agency of Audit Supervision arising from the audits carried out at an audit firm, which includes but is not limited to:
   • recommending to the Supervisory Board the selection of an audit firm to carry out the audit or review of the Company financial statements;
   • providing opinions on the proposed terms of contract with an audit firm with regard to carrying out the audit or review, including the value and limit of remuneration;
   • assessing the type and scope of services ordered with an audit firm and the remuneration paid on that account, or other considerations for the benefit of the audit firm, with regard to the risk of a conflict of interest occurrence;
   • presenting to the Supervisory Board the conclusions and recommendations resulting from the report on the audit of the financial statements of the Company prepared by an audit firm;
   • expressing opinions regarding the activities undertaken by the Company Management Board in relation to the reservations to the financial statements reported by an audit firm or otherwise reported comments with regard to the correctness of the financial statements or the accounting principles of the Company;
   • assessing and providing opinions with regard to the information provided by the audit firm performing the financial audit activities at the Company in reference to major issues related to the activities, including major irregularities in the internal audit system at the Company as refers to the financial reporting;
4. controlling and monitoring the independence of the statutory auditor and the audit firm;
5. informing the Supervisory Board about the audit results and explaining how the audit contributed to the fairness of the Company financial reporting, and about the role of the Committee in the auditing process;
6. assessing the independence of the statutory auditor and giving consent to the provision by them of the permitted non-audit services to the Company;
7. developing a policy of selection of an audit firm to carry out the audit of the Company financial statements;
8. developing a policy on the provision of the permitted non-audit services by the audit firm to carry out the audit, the entities related to that audit firm or a member of the audit firm’s network;
9. determining the procedure of selection of an audit firm to carry out the audit of the Company financial statements;
10. presenting recommendations to the Supervisory Board with regard to the selection of an audit firm;
11. presenting recommendations to ensure the integrity of the Company financial reporting process;
12. preparing opinions within the competencies of the Supervisory Board, providing that the generally binding laws and the internal regulations of the Company permit that;
13. performing other tasks resulting from the generally binding laws or tasks entrusted by the Supervisory Board pursuant to Section 2.
14. By way of a resolution, the Supervisory Board may entrust the Committee with the performance of activities other than those specified in Section 1, subject that it does not prejudice the generally binding laws.

In 2021 the Audit Committee of the Supervisory Board of Grupa Kęty S.A. held 8 meetings, and its activities focused around the following issues, among other things:

• discussion of offers within the process of auditor selection for the financial statements of Grupa KĘTY S.A., approval of the report on the procedure of audit firm selection and recommendation to the Company Supervisory Board of an audit firm to audit the separate and consolidated financial statements of the Company and its Capital Group in the years 2021 and 2022 and to review the interim condensed separate and consolidated financial statements of the Company and its Capital Group for the periods of 6 months ending 30 June 2021 and 30 June 2022;
• discussion and acceptance of the offer for the services of assessment by an audit firm of the Report on the Remuneration of the Management Board and Supervisory Board Members of Grupa Kęty S.A. for the years 2019 and 2020, in compliance with the Act on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies, and confirmation of the independence of the statutory auditor acting on behalf of the audit form of Ernst & Young Audyt Polska with regard to the service of assessment of the said report;
• discussion of the conclusions from the audit task entitled ‘The Process of Selection and Management of Insurance at the Capital Group of Grupa KĘTY S.A.’;
• discussion with the representatives of the audit firm of the results of the audit of the separate and consolidated financial statements of the Company and its Capital Group for the year 2020, as well as conclusions from the audit of the said statements and the Additional Report for the Audit Committee, plus confirmation of the independence from the Company and its Capital Group companies of the audit team and the company of E&Y during the audit carried out;
• discussion of the results of the review of the interim condensed separate and consolidated financial statements of the Company and its Capital Group for 2021, and confirmation of the independence of the audit firm and the statutory auditors delegated to carry out the review of the said statements;
• discussion of the results and conclusions from the review of IT infrastructure security and crisis management, including IT incidents management carried out by independent experts, and consideration of the information of the Management Board with regard to the actions taken and planned in reply to the recommendations comprised in the ‘Test of Infrastructure Immunity to Attacks – Conclusions and Recommended Actions’ report;
• discussion of the annual Internal Audit Plan for 2022, the assumed methods of selecting the audit tasks, and the number of hours needed to carry out the tasks, plus consideration of the long term Internal Audit for the Year 2022-2024;
• discussion of the functioning of internal control, risk management and compliance systems at Grupa Kęty S.A., and assumptions for a systematic assessment of their efficiency.

The detailed methods of the Audit Committee operation are determined in the Company Articles and the By-law of the Audit Committee of the Supervisory Board of Grupa Kęty S.A., passed by the Supervisory Board, available on the corporate website at: https://grupakety.com/en/investor-relations/corporate-governance/corporate-documents/

Main assumptions of the policy of selection of an audit firm to carry out the audit of the financial statements of Grupa Kęty S.A.

In accordance with the applicable law, Grupa Kęty S.A. has its separate and consolidated financial statements reviewed and audited by an audit firm. The selection of a firm authorised to audit the Company financial statements should be carried out on the basis of the following principles:

1. The entity authorised to audit financial statements shall be selected in a tender procedure by the Supervisory Board of Grupa Kęty S.A., on the basis of a recommendation by the Audit Committee of the Supervisory Board. The decision on the selection is taken in the form of a resolution of the Supervisory Board.
2. When selecting a firm authorised to audit the financial statements, the Supervisory Board of Grupa Kęty S.A. follows the binding Policy and Procedure of an audit firm selection.
3. When selecting the entity authorised to audit the financial statements, the Supervisory Board of Grupa Kęty S.A. focuses on the prior experience of the audit firm in auditing financial statements of companies with the profile of operation similar to those of the Grupa Kęty S.A. Capital Group.
4. The selection is made taking into account the principles of impartiality and independence of the audit firm as well as analysis of the projects carried out by the firm at the Company, going beyond the audit of the financial statements, in order to avoid a conflict of interest (preserving impartiality and independence).

The policy and procedure of Grupa Kęty S.A. with regard to the selection of an audit firm to carry out the audit of statutory financial statements are available on the corporate website at: https://grupakety.com/en/investor-relations/corporate-governance/policies/.

Main assumptions of the policy on the provision of permitted non-audit services by the audit firm carrying out the audit, the entities related to that audit firm or a member of the audit firm’s network

1. The Company does not order any prohibited non-audit services in the following periods:
   • in the period from the commencement of the respective audited period to the issue of the audit report; and
   • in the reporting year directly preceding the period referred to in letter a), in reference to the services listed in Section 3 letter e).
2. The Company may order non-audit services, other than the prohibited non-audit services, subject to their approval by the Audit Committee and after carrying out of the respective assessment of threats and assuring independence in compliance with Article 22b of Directive 2006/43/EC.
3. Prohibited non-audit services are understood to be the services listed below, in accordance with the Regulation (EU) No 537/2014 of the European Parliament and of the Council:

1. 1. tax services relating to:
      • preparation of tax forms;
      • payroll tax;
      • customs duties;
      • identification of public subsidies and tax incentives unless support from the statutory auditor or the audit firm in respect of such services is required by law;
      • support regarding tax inspections by tax authorities unless support from the statutory auditor or the audit firm in respect of such inspections is required by law;
      • calculation of direct and indirect tax and deferred tax;
      • provision of tax advice;
   2. services that involve playing any part in the management or decision-making of the audited entity;
   3. bookkeeping and preparing accounting records and financial statements;
   4. payroll services;
   5. designing and implementing internal control or risk management procedures related to the preparation and/or control of financial information or designing and implementing financial information technology systems;
   6. valuation services, including valuations performed in connection with actuarial services or litigation support services;
   7. legal services, with respect to:
      • the provision of general counsel;
      • negotiating on behalf of the audited entity; and
      • acting in an advocacy role in the resolution of litigation;
   8. services related to the audited entity’s internal audit function;
   9. services linked to the financing, capital structure and allocation, and investment strategy of the audited entity, except providing assurance services in relation to the financial statements, such as the issuing of comfort letters in connection with prospectuses issued by the audited entity;
   10. promoting, dealing in, or underwriting shares in the audited entity;
   11. human resources services, with respect to:
       • management in a position to exert significant influence over the preparation of the accounting records or financial statements which are the subject of the statutory audit, where such services involve:
         1. searching for or seeking out candidates for such position; or
         2. undertaking reference checks of candidates for such positions;
   12. structuring the organisation design; and
   13. cost control.

The policy of Grupa Kęty S.A. with regard to providing the permitted non-audit services by the audit firm carrying out the audit, by entities related to that audit firm and by a member of the audit firm’s network is available on the corporate website at: https://grupakety.com/en/investor-relations/corporate-governance/policies/.

In the period from 1 January 2021 to 31 December 2021, the Nomination and Remuneration Committee was composed of:

• Mr Piotr Stępniak – Chairman of the Nomination and Remuneration Committee,
• Mr Wojciech Golak – Member of the Nomination and Remuneration Committee,
• Mr Piotr Kaczmarek – Member of the Nomination and Remuneration Committee,
• Mr Paweł Niedziółka – Member of the Nomination and Remuneration Committee,
• Mr Przemysław Rasz – Member of the Nomination and Remuneration Committee,
• Ms Agnieszka Zalewska – Member of the Nomination and Remuneration Committee.

In 2021, the Nomination and Remuneration Committee acted pursuant to the Code of Commercial Companies, as well as the Company Articles of Association and the Nomination and Remuneration Committee By-law. The activities of the Committee focused on the following issues:

• discussion of changes in the bonus system for the Management Board Members, in relation to the adopted Strategy of Grupa KĘTY S.A. Capital Group development for the years 2021–2025, and the coming appointment of the Management Board Members for the 11th term;
• verification of the calculation of the annual incentive for the Members of the Management Board of Grupa KĘTY S.A. for 2020 and submission of a recommendation to the Supervisory Board;
• recommendation of the Supervisory Board with regard to adoption of the Report on Remuneration of the Management Board and Supervisory Board members for the years 2019 and 2020;
• consideration of the Company competence with regard to acquisitions and mergers with other companies;
• discussion and recommendation to the Supervisory Board of the adoption of amendments in the 2021 principles of remuneration and the terms of employment specified for the particular Management Board Members and appointment of the Management Board Members for the 11th term;
• discussion of the status of application by the Company of the principles set out in the document entitled ‘The Best Practice for GPW Listed Companies 2021’, including the principles regarding the Company’s possession of a Diversity Policy, ensuring versatility of the Management Board and the Supervisory Board, as well as the principles regarding remuneration of the Supervisory Board Members, including the Members of the Supervisory Board Committees;
• discussion of the proposal of the 2022 bonus plan for the Management Board Members.

Competences of the Nomination and Remuneration Committee and information on the method of the Committee appointment and operation

1. The basic competencies of the Committee include but are not limited to:
   1. As regards the Management Board members nominations:
      • carrying out recruitment procedures with the aim to find candidates to act as the Management Board members;
      • presenting recommendations to the Supervisory Board in reference to a candidate or candidates to act as the Management Board members;
      • presenting recommendations to the Supervisory Board in reference to the structure, size and membership of the Management Board.
   2. As regards remuneration:
      • analysing the Management Board members remuneration system, which includes analysing all components of the remuneration due and paid to the Management Board members, as well as carrying out a comparative analysis in reference to other entities operating on the market of similar scale and profile of operation (if available), and presenting recommendations in that regard to the Supervisory Board;
      • if the General Meeting authorises the Supervisory Board to specify the elements of the Remuneration Policy with more detail in accordance with the binding laws
      • presenting recommendations and proposals of the detailed scope to the Supervisory Board;
      • presenting recommendations and proposals to the Supervisory Board in reference to the data and information included in the annual report on remuneration prepared by the Supervisory Board in accordance with the applicable laws;
      • presenting recommendations and proposals to the Supervisory Board in reference to amending the Remuneration Policy or the principles of remuneration and the terms of employment specified for the particular Management Board members;
      • if the Company has implemented an incentive scheme (e.g. Management Options Plan) – carrying out an analysis and presenting recommendations and proposals to the Supervisory Board in reference to the scheme assumptions and terms.
2. The Committee shall cooperate with external auditors employed by the Company as regards assessment of the remuneration paid to the Management Board Members.
3. When performing their functions, the Committee may not trespass the competencies granted to the Supervisory Board.
4. Without prejudice to the generally binding laws, and in consideration of the scope of tasks of the Committee, as set out in the Committee By-law, the Committee may – without intermediation of the Supervisory Board – claim the provision of information and explanations or submission of documents needed for the performance of their tasks.
5. The Management Board or other persons indicated by the Management Board provide the Committee with access to documents and technical means needed for the performance of their tasks.

The Committee consists of at least three Members appointed for the term of the Supervisory Board.  The Committee Members are appointed by virtue of a resolution passed by the Supervisory Board, from among the Supervisory Board Members, and perform their functions until their resignation has been accepted or until their dismissal, in accordance with the appointment procedure. The Committee appoints a Chairman of the Committee from among the Committee Members, by way of a resolution. The Committee Members do not receive, either directly or indirectly, any additional remuneration for their membership in the Committee.

In 2021 the Nomination held 8 meetings.

The detailed methods of the Nomination and Remuneration Committee operation are determined in the Company Articles and the Nomination and Remuneration Committee By law passed of the Supervisory Board, which are available on the corporate website at: https://grupakety.com/en/investor-relations/corporate-governance/corporate-documents/.