Remuneration of the managing and supervising persons
The table below contains the information on the remuneration of the Supervisory Board Members in the reporting period, and the number of shares of Grupa Kęty S.A. held by them.
| Number of Grupa Kęty S.A. shares held as at 31.12.2021 | Remuneration in the period from 1.01.2021 to 31.12.2021 | |
|---|---|---|
| Paweł Niedziółka | 0 | PLN 143,000 |
| Piotr Kaczmarek | 0 | PLN 179,000 |
| Piotr Stępniak | 0 | PLN 212,000 |
| Wojciech Golak | 0 | PLN 143,000 |
| Agnieszka Zalewska | 0 | PLN 143,000 |
| Przemysław Rasz | 0 | PLN 141,000 |
The Supervisory Board Members are not eligible to participate in incentive plans based on the issue of the Company shares.
The remuneration paid out to the Management Board Members for the reporting period covered with this report amounted to, respectively:
| PLN ‘000 | Fixed (basic) remuneration* | Variable remuneration** | In-kind benefits*** | Remuneration from other companies of the Capital Group**** | Total |
|---|---|---|---|---|---|
| Dariusz Mańko | 1,142 | 2,601 | 6 | – | 3,749 |
| Piotr Wysocki | 672 | 1,515 | 7 | 12 | 2,206 |
| Tomasz Grela | 180 | 765 | – | 1,242 | 2,187 |
| Rafał Warpechowski | 685 | 1,561 | 5 | – | 2,251 |
** Variable remuneration comprises an incentive paid in the respective year for the performance of tasks in the preceding year.
*** In-kind benefits comprise: 1) St. Nicholas’ Day gift from the Company Social Benefits Fund; 2) car fuel flat-rate allowance; 3) Employee Pension Scheme (PPE) premium; 4) health-care premium.
**** The remuneration from other companies of the Capital Group comprises: 1) basic remuneration under employment contract; 2) remuneration granted by resolutions of the Supervisory Board; 3) variable remuneration; 4) sick-leave allowance; 5) in-kind benefits.
Moreover, within 12 months ended 31 December 2021, a provision was established for the potential incentives for the Management Board Members in reference to 2021, to be paid out in 2022, in the total amount of PLN 8,247,000.
In accordance with the declarations made as at the last day of the reporting period, the persons managing the Company held 237,984 ordinary bearer shares of Grupa Kęty S.A., including: Dariusz Mańko 164,363 shares (no changes since 30 September 2021), Rafał Warpechowski 0 shares (no changes since 30 September 2021), Piotr Wysocki 51,873 shares (no changes since 30 September 2021), Tomasz Grela 21,748 shares (no changes since 30 September 2021).
In addition, within the incentive plan adopted at the General Meeting on 20 August 2020, the Management Board members held the right to acquire:
- 30,000 N series bonds with the pre-emptive right to take up I series ordinary bearer shares, and in that number: Dariusz Mańko – 9,000 bonds, Rafał Warpechowski – 7,000 bonds, Piotr Wysocki – 7,000 bonds and Tomasz Grela – 7,000 bonds, providing that the plan conditions are fulfilled. The fulfilment will be verified upon the approval of financial statements for 2022 by the Annual General Meeting.
- 30,000 O series bonds with the pre-emptive right to take up I series ordinary bearer shares, and in that number: Dariusz Mańko – 9,000 bonds, Rafał Warpechowski – 7,000 bonds, Piotr Wysocki – 7,000 bonds and Tomasz Grela – 7,000 bonds, providing that the plan conditions are fulfilled. The fulfilment will be verified upon the approval of financial statements for 2023 by the Annual General Meeting.
There are no agreements between Grupa Kęty S.A. and the managing persons which would provide for any compensation in the case of their resignation or dismissal from their positions for no important reason or where their dismissal would be related to the Issuer’s merger by acquisition, except for the conditions included in the terms of notice or non-competition agreements.
Grupa Kęty S.A. does not run any special pension schemes for the members of the managing and supervising bodies, which would result in the origination of additional liabilities on the part of the Company. The Management Board Members are subject to the General Pension Scheme. Details regarding liabilities related to retirement benefits may be found in note 24 entitled ‘Employee Benefits’ of the consolidated financial statements for 2021.