- Jerzy Pater – Chairman of the Supervisory Board
- Stanisław Cymbor – Vice-Chairman of the Supervisory Board
- Rafał Mikrut – Secretary of the Supervisory Board
- Zbigniew Łapiński – Member of the Supervisory Board
- Ewa Hałucha Member of the Supervisory Board
- Dariusz Orłowski – Member of the Supervisory Board
- Piotr Kaczmarek – Member of the Supervisory Board
Supervisory board and audit committee
The rules for appointing members of the supervisory board
Pursuant to § 12 of the Company’s Articles of Association, a supervisory body consists of five to seven members appointed by the general meeting for a joint three-year term of office. The number of members of the supervisory board is determined by the general meeting. Members of the Supervisory Board are elected by the General Meeting, provided that three members of the Supervisory Board including the Chairman of the Supervisory Board are elected by shareholders holding series A shares, in such a way that for every 30 000 of series A shares give entitlement to indicate a candidate for one member of the Supervisory Board, including the Chairman of the Supervisory Board. If that preference expires over some series A registered shares, each remaining 20 000 series A shares give entitlement to indicate one Supervisory Board Member, including the Chairman of the Supervisory Board.
Composition of the Supervisory Board
The current Supervisory Board was appointed at the General Meeting of the Company held on May 31, 2022.
Detailed information on the members of the Supervisory Board was included by the Company in the current report no. 14/2022.
On March 31, 2023, Ewa Hałucha submitted a statement of resignation from the function of a Member of the Supervisory Board of Śnieżka, effective as of the closing of the Supervisory Board meeting, the agenda of which will include the assessment of the Management Board’s reports on the Company’s activities in 2022 and the Company’s financial statements for 2022, i.e. as at April 27, 2023. The Company informed about it in the current report no. 5/2023.
On April 27, 2023, the General Meeting of the Company appointed Anna Sobocka to the Supervisory Board for the ninth term of office. The Company informed about it in the current report no. 11/2023.
- Jerzy Pater – Chairman of the Supervisory Board
- Stanisław Cymbor – Vice-Chairman of the Supervisory Board
- Rafał Mikrut – Secretary of the Supervisory Board
- Anna Sobocka – Member of the Supervisory Board,
- Piotr Kaczmarek- Member of the Supervisory Board
- Zbigniew Łapiński – Member of the Supervisory Board
- Dariusz Orłowski – Member of the Supervisory Board
The duties of the supervisory board
The chairman of the supervisory board manages the work of the board, chairs the board meetings and coordinates the work of other board members. If the chairman of the board is unable to perform his duties, his duties are performed by the vice-chairman. The chairman convenes board meetings. The management board or a member of the supervisory board may request the convening of the supervisory board, providing a proposed agenda. The supervisory board may adopt resolutions using means of remote communication. The supervisory board holds meetings as needed, but at least three times a year. The supervisory board exercises permanent supervision over the Company’s operations in all areas of its operations. In order to perform its duties, the supervisory board may examine all Company documents, request reports and explanations from the management board, and review the Company’s assets.
The competences of the supervisory board include in particular: adopting the regulations of the supervisory board, assessment of management board reports on the Company’s operations and financial statements, assessment of management’s applications regarding distribution of profit or loss coverage, annual submission to the general meeting a concise assessment of the Company’s standing, approval of the plan, work regulations of the Company’s management board, appointing the president of the management board and, at the request of the president, other members of the management board, dismissing all or individual members of the management board for important reasons, delegating a member of the supervisory board to temporarily perform the duties of members of the management board, appointing an auditing firm, making statements in all matters that require resolutions of the general meeting, issuing opinions on all matters addressed to it by the management board.
Audit Committee
The Audit Committee operates in the Company, whose operation is regulated by the Regulations of the Audit Committee of the body of the Supervisory Board of FFiL Śnieżka SA, adopted by the resolution of the Supervisory Board of 27 January 2023.
The most important tasks of the Audit Committee include: supervision over the operation and monitoring of the Company’s accounting, intermediation between the external auditor and the Supervisory Board, preparation of recommendations for the Supervisory Board regarding the financial reporting process in the Company and the Capital Group and selection of an audit company.
- Ewa Hałucha – Chairman of the Audit Committee
- Piotr Kaczmarek- Member of the Audit Committee
- Dariusz Orłowski – Member of the Audit Committee
On March 31, 2023, Ewa Hałucha submitted a statement of resignation from the function of a Member of the Supervisory Board of Śnieżka, which is tantamount to resignation from the position of Chairwoman of the Audit Committee effective as of the closing of the Supervisory Board meeting, the agenda of which will include the assessment of the Management Board’s reports on the Company’s activities in 2022 and the Company’s financial statements for 2022, i.e. as at April 27, 2023. The Company informed about it in the current report no. 5/2023.
- Anna Sobocka – Chairwoman of the Audit Committee
- Piotr Kaczmarek- Member of the Audit Committee
- Dariusz Orłowski – Member of the Audit Committee
As at the date of preparation of this report, the composition of the Audit Committee remains unchanged.
Independent Members of the Audit Committee within the meaning of Art. 129 sec. 3 of the Acts are as at the date of preparation of this report: Anna Sobocka (Chairwoman of the Audit Committee) and Piotr Kaczmarek.
All members of the Audit Committee have knowledge and skills in accounting or auditing financial statements.
Members of the Audit Committee, Anna Sobocka and Dariusz Orłowski, have knowledge and skills in the industry in which the Company operates.
Ten meetings of the Audit Committee were held in 2023.