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Corporate Governance

 

Company authorities

 

The Management Board of Enea SA

The Management Board of Enea SA is composed of four people. The Management Board's competencies include all the affairs of the Company which are not restricted by law or the Statute to the General Meeting of Shareholders or the Supervisory Board. The Management Board represents the Company in all the court and out-of-court issues. The Management Board operates based on the provisions of the Commercial Companies Code, Company's Statute and Rules of the Management Board of Enea SA.

Mirosław Kowalik

President of the Management Board

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Piotr Adamczak

Vice-President of the Management Board for Commercial Affairs

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Jarosław Ołowski

Vice-President of the Management Board for Financial Affairs

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Zbigniew Piętka

Vice-President of the Management Board for Corporate Affairs

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Members of the management bodies of Enea SA do not hold any Enea SA's shares or shares in its subsidiaries.

The Supervisory Board of Enea SA

The Supervisory Board of Enea SA has nine members. The Supervisory Board for the 10th term is currently in office.

The Supervisory Board exercises ongoing supervision over the Company’s activities. The scope of its competence includes all the acts and powers specified in the Company’s Statute and the Commercial Companies Code.

Ireneusz Kulka - Member of the Supervisory Board having knowledge and skills in the field of accounting or audit of financial statements.

Roman Stryjski and Piotr Mirkowski - Independent Members of the Supervisory Board within the meaning of Article 129.1(3) of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Supervision and § 22.7 of the Company's Articles of Association.

Comittees

Within the structure of Supervisory Board there operates an Audit Committee and a Nominations and Remuneration Committee, which are composed as follows:

Audit Committee

   

Ireneusz Kulka
Chairman
Mariusz Pliszka
Member
Maciej Mazur
Member
Piotr Mirkowski
Member
Roman Stryjski
Member

 

Nominations and Remuneration Committee

 

Stanisław Hebda
Member
Michał Jaciubek
Member
Paweł Koroblowski
Member
Piotr Mirkowski
Member

 

For the moment, there has been no formalised diversification policy implemented in ENEA S.A. in respect of the Company’s authorities and its key managers. The Company makes effort so that each and every election of the Company’s authorities and the key managers takes place in accordance with the common provisions of law and is preceded with an accurate analysis of the experience, competence, skills and technical preparation of each candidate, notwithstanding the other non-technical criteria such and sex or age, in particular. In the Company’s opinion, the above mentioned criteria of assessing candidates for the aforementioned positions, allow for electing candidates who guarantee the possibility of the Company’s strategy implementation and development of its operations.

Corporate documents

Consolidated text of the Statute of ENEA S.A.
.pdf 287.3 kB
Regulations of the General Meeting of Shareholders of Enea SA
.pdf 35.9 kB
Rules of the Management Board of Enea SA
.pdf 211.1 kB
Rules of the Supervisory Board of Enea SA
.pdf 80.0 kB
Transcript Register of Businesses of the National Court Register
.pdf 36.2 kB

Auditor

Pursuant to § 20 item 2(1) of the Statute of Enea SA, the authorities of the Supervisory Board include the selection of a certified auditor to audit the financial statements.

Additionally, pursuant to § 8 item 6 of the Rules of the Supervisory Board of Enea SA the Audit Committee's obligation is to advise the Board within the internal policy and budget procedures adopted by the Company and their supervision and counselling on contacts of the Company with a certified auditor, including in particular monitoring the performance of financial review activities and submission to the Board of recommendations relating to the selection, nomination, re-nomination and recall of an external auditor by an authorised body and relating to the terms and conditions of their engagement.

At the same time, the Company applies the provisions of Article 134 of the Act of 11 May 2017 on certified auditors, audit companies and public supervision, according to which:

  • maximum period of uninterrupted duration of statutory audits carried out by the same audit company or audit company associated with that audit company or any member of the network operating in the European Union states to which these audit companies belong must not exceed 5 years.
  • a key certified auditor may not perform any statutory audit in the same public interest entity for a period longer than 5 years.
  • a key statutory auditor may re-conduct the statutory audit after at least 3 years from the end of the last statutory audit

Having the above in mind, Enea SA applies the rule to change the entity authorised to audit financial statements in the period not longer than 5 years.

In 2017, the Supervisory Board of Enea SA selected PricewaterhouseCoopers Sp. z o. o. as the entity authorised to conduct audits of non-consolidated and consolidated interim financial statements of the Company for the years 2018-2020 and audits of annual non-consolidated and consolidated financial statements of the company prepared for 2018-2020 with the translation of reports, reports and opinions from the audit into English, while the audit of the non-consolidated and consolidated annual financial statements of the Company for 2017 will be carried out by the current auditor, i.e. KPMG Audyt sp. z o.o. sp. k. ul.  Chłodna 51, 00-867 Warsaw, entered into the list of entities authorised to audit financial statements kept by the National Chamber of Statutory Auditors under the register number of 3546..

Wybór podmiotu uprawnionego do badania sprawozdań finansowych
.pdf 226.0 kB