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Committees

Committees

In 2017, the following Committees operated in the Supervisory Board of Jastrzębska Spółka Węglowa S.A.:

  • Audit Committee,
  • Nomination and Compensation Committee,
  • Restructuring and Strategy Committee,
  • Audit Committee

    It is appointed to support the Supervisory Board in exercising financial oversight and to provide the Board with reliable information and opinions that allow it to efficiently make correct decisions in the area of financial reporting, internal control and risk management.

    The main tasks of the Audit Committee include in particular the following:

    • monitoring of:
    • financial reporting process,
    • effectiveness of internal control systems, risk management systems and internal audit, including in the area of financial reporting,
    • performance of financial audit activities, in particular audits conducted by the audit firm, taking into account all conclusions and findings of the Audit Supervision Commission resulting from inspections performed in the audit firm,
    • inspection and monitoring of the independence of the statutory auditor and the audit firm, in particular in cases where the audit firm renders other services in favor of JSW than the audit services,
    • provision of information to the JSW Supervisory Board or supervisory or control body about the outcome of the audit and explanation of how the audit contributed to the integrity of financial reporting in the Company and what the role of the audit committee was in that process,
    • assessment of the independence of the statutory auditor and expressing consent to the auditor’s provision of permitted non-audit services (at JSW’s justified request),
    • preparation of a policy governing the selection of an audit firm to perform the audit,
    • preparation of a policy governing the provision of permitted non-audit services by the audit firm performing the audit, by its related parties and by a member of the audit firm’s chain,
    • development of the procedure for selecting an audit firm by JSW,
    • presentation to the Supervisory Board or another supervisory or control body or the body referred to in Article 66 Section 4 of the Accounting Act of 29 September 1994 of recommendations on the appointment of statutory auditors or audit firms, in accordance with the said policies,
    • submission of recommendations intended to ensure the reliability of the financial reporting process at JSW.
  • Nomination and Compensation Committee

    It has been formed for the purpose of presenting opinions and proposals to the Supervisory Board on how to shape the governance structure of JSW, including issues related to organizational solutions, the compensation system, the level of compensation and the selection of managers with the qualifications needed to build the success of the Group.

    The Nomination and Compensation Committee has in particular the following tasks:

    • recruiting and hiring Management Board members by drafting and preparing draft versions of documents and processes to be submitted to the Supervisory Board for approval;
    • preparing draft versions of contracts and other model documents in connection with employing Management Board members and overseeing the performance of the contractual obligations taken by the parties,
    • overseeing the implementation of the Management Board’s compensation system, in particular preparing settlement documents concerning variable and bonus elements of compensation for the purpose of submitting recommendations to the Supervisory Board,
    • monitoring and periodically analyzing the compensation system for the management of JSW and if necessary articulating recommendations for the Supervisory Board,
    • overseeing the proper implementation of perquisites for the Management Board stemming from their employment contracts such as: insurance, cars, apartments and others
  • Restructuring and Strategy Committee

    It is formed with the purpose of presenting opinions and requests on JSW’s restructuring and strategy to the Supervisory Board.

    The Audit Committee’s basic tasks include in particular the following:

    • evaluation of the Group’s Corporate Strategy and presentation of the evaluation results to the Supervisory Board,
    • recommendation of the scope and dates for the JSW Management Board to submit strategic annual and long-term plans to the Supervisory Board,
    • evaluation of the impact of strategic investments, planned and undertaken, on JSW’s assets,
    • monitoring of the fulfillment of strategic investment tasks,
    • evaluation of actions related to the management of JSW’s material assets,
    • issuing opinions on strategic documents submitted to the Supervisory Board by the JSW Management Board.

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