Management Board

The resolutions of the Management Board are passed with absolute majority of votes. In the event of an equal number of votes for and against a resolution, decisive is the vote of the President of the Management Board. The following matters require a resolution of the Management Board:

1. receiving and presenting annual reports on the operations of the Company and the Capital Group, financial statements, and consolidated financial statements of the Capital Group to the General Meeting;
2. presenting motions to the General Meeting, along with the opinion of the Supervisory Board, in the following matters:
   • resolutions regarding profit distribution or loss coverage;
   • change of the Company line of business;
   • amendment of the Articles;
   • share capital increase or decrease if the increase or decrease takes place in the manner requiring a resolution of the General Meeting;
   • merger, split or transformation of the Company;
   • winding-up and liquidation of the Company;
   • issue of share-convertible bonds;
   • sale or lease of the enterprise or its organised part, or encumbering thereof with a limited right in property;
   • disposing of interest or shares vested in the Company of the value exceeding PLN 100,000,000 (say: one hundred million zlotys), including by encumbering them, except for disposal for the benefit of the companies within the Capital Group;
   • any provisions related to claims for damages incurred at the moment of founding the company, or management or supervision of the Company;
   • determination of the date of acquiring the right to dividend and dividend payout date;
   • passing resolutions regarding the Company shares redemption;
3. convening ordinary or extraordinary General Meetings:
   • on the Management Board’s own initiative;
   • at a written request of the Supervisory Board;
   • at a written request of the shareholders representing at least one twentieth of the share capital;
4. division of duties among the Management Board members;
5. establishment of the Company organisational regulations and organizational structure;
6. creation or closure of branches, departments, plants and other separated business units of the Company;
7. granting and recalling of proxy rights and powers of attorney;
8. establishment of the Company work regulations and rules applicable to the corporate payroll, awards and bonus systems as well as the Corporate Social Benefits Fund;
9. approval of consolidated budgets, the Company budgets, and strategy of the Capital Group;
10. granting donations;
11. making decisions on group redundancies;
12. disposing of and putting into use the Company assets of the net book value or market value exceeding PLN 200,000.00 (say: two hundred thousand 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 Company; as well as liquidation of property, plant and equipment of the initial value exceeding PLN 10,000.00 (say: ten thousand zlotys), except for the computer sets and laptops;
13. taking out cash liabilities in the value exceeding PLN 12,500,000 (say: twelve and a half million zlotys), except for liabilities provided for in the Company budget and liabilities taken out within the Company ordinary course of business, and referring to the purchase of  primary aluminium, aluminium billets, electric energy, methane-rich gas, and heat;
14. taking out cash liabilities in the value exceeding PLN 1,000,000.00 (say: one million zlotys), in relation to activities which have not been listed in § 14.3 of the Articles, except for liabilities included in the Company budget and liabilities taken out within the ordinary course of business of the Company;
15. taking out cash liabilities in one-off value exceeding PLN 200,000.00 (say: two hundred thousand zlotys), under the agreements on providing advisory services to the Company, except for liabilities under the advisory agreements signed with the companies of the Capital Group;
16. any other matters requiring the consent of the Supervisory Board under § 14.3 of the Articles;
17. referring to the Supervisory Board with a request for opinion in any matter determined by the Management Board;
18. entering into significant transactions within the meaning of the Act on Public Offering, except for transactions for which the Act on Public Offering excludes the duty of obtaining the consent of the Supervisory Board or the General Meeting;
19. undertaking activities related to internal audit, whereas resolutions in the matters listed below are passed upon prior approval of the Supervisory Board in the respective matter:
    • approval of the Internal Audit Rules,
    • approval of the Annual Internal Audit Plan in reference to risk analysis,
    • approval of the Long-term Internal Audit Plan,
    • approval of the Internal Audit budget and plan of resources,
    • ordering an ad hoc audit task,
    • appointment and recall of the Internal Audit Director,
    • approval of remuneration or any other compensation for the Internal Audit Director which does not result from internal rules or other procedures binding at the Company;
20. approval of the Management Board assessment of the effectiveness of internal audit functioning at the Company, along with a respective report, and presenting it to the Supervisory Board.