Powers of the Supervisory Board
Powers of the Supervisory Board are set forth in JSW’s Articles of Association. The Supervisory Board exercises permanent supervision over the Company’s activity and Supervisory Board members, in performance of their duties are guided by the rules included in the Code of Best Practice for WSE Listed Companies. The powers of the Supervisory Board include in particular:
- approving the JSW Management Board Bylaws and issuing an opinion on the Organizational Bylaws defining the organization of the Company’s enterprise,
- appointing and dismissing the Company’s Management Board members, without prejudice to § 11 section 5 of the Articles of Association,
- suspending a Management Board member or the entire Management Board from performing its duties for important reasons by secret ballot,
- delegating any Supervisory Board member or members to temporarily perform the duties of those Management Board members who are unable discharge their functions,
- signing, terminating and amending agreements with Management Board Members, establishing the rules for hiring and remunerating them and setting their remuneration, without prejudice to the powers of the Company’s Shareholder Meeting arising from the mandatory provisions of law,
- selecting an entity authorized to audit financial statements to audit the Company’s financial statements,
- evaluating the financial statements for their consistence both with the ledgers and documents and with the factual status,
- evaluating reports on the Company’s activity and the Management Board’s motions on the distribution of profit or the coverage of loss,
- submitting written reports on the results of the activities referred to in items 7 and 8 above to the Shareholder Meeting,
- submitting to the Shareholder Meeting the annual concise evaluation of the Company’s standing, taking into account the evaluation of the internal audit system and the risk management system, as well as the annual report on Supervisory Board’s work;
- giving an opinion on matters submitted to the Shareholder Meeting,
- approving the Company’s operational strategy,
- opining the Company’s annual plans,
- approving the Bylaws governing the operation of the internal control system,
- issuing opinions on reports prepared by the Management Board on entertainment expenditures, expenditures for legal services, marketing services, public relations and social communication services and management consulting services,
- issuing opinions on the amendments to the rules governing the disposal of non-current assets set forth in §291 of the Articles of Association,
- approving the compensation policy for the group,
- issuing opinions on the rules for sponsorship activity conducted by the Company and evaluating efficiency of such sponsorship activity.
In addition, the Supervisory Board’s powers shall include giving consent to the Management Board for:
- setting up another company, subscribing for, purchasing or selling shares in other companies, without prejudice to §26 section 3 items 3 and 4 of the Articles of Association, with a reservation that the Supervisory Board’s request referred to in this item 1 is not required for the following:
- subscription for or acquisition of shares in another company in an amount lower than 1/10 of the share capital of such company,
- sale of shares in another company in which the Company holds less than a 1/10 share in the share capital,
- subscribing for or acquiring shares in another company in return for the Company’s accounts receivable as part of proceedings ended with a composition or settlement with creditors,
- selling shares acquired or subscribed for by the Company in return for the Company’s accounts receivable as part of proceedings ended with a composition or settlement with creditors,
- subscription for, acquisition or sale of shares in another company whose shares are listed on a regulated market, unless the value of such shares exceeds PLN 20 million,
- establishment of foreign branches,
- purchase and sale of fixed assets whose value exceeds PLN 20 million, subject to § 26 section 3 items 1 and 2 of the Articles of Association,
- contracting contingent liabilities, including the Company’s granting financial guarantees and sureties whose value exceeds PLN 20 million,
- disbursement of interim dividends,
- issuance of promissory notes with the value exceeding PLN 20 million,
- purchase or sale of a real property or a right of perpetual usufruct or of a share in a real property or in a right of perpetual usufruct the value of which exceeds PLN 20 million,
- conclusion by the Company with an entity related to the Company of a material agreement within the meaning of the provisions regarding current and periodic information submitted by issuers of securities approved for trading on a regulated market, excluding typical agreements concluded by the Company on market terms as part of its operational activity,
- the voting instructions for the Shareholder Meetings of companies in which the Company holds at least 50% of all shares, in the following matters:
- the company setting up another company,
- amending the company’s articles of association or articles of partnership and the company’s line of business,
- merger, transformation, demerger, dissolution or liquidation of the company,
- increase or decrease of the company’s share capital.
- sale or lease of the company’s business or an organized part thereof or establishment of a limited right in rem thereon,
- purchase and sale of real property or right of perpetual usufruct or interest in real property or in a right of perpetual usufruct, their encumbrance, lease and release for use against payment or free of charge, if their value exceeds 1/10 of that company’s share capital,
- purchase, sale, encumbrance, lease and release for use against payment or free of charge of non-current assets other than those listed in the previous sub-item, if their value exceeds 1/10 of that company’s share capital, excluding companies in which the share capital is lower than PLN 5 million,
- the company entering into a credit facility, loan agreement, guarantee agreement or some other similar agreement, if their value exceeds 1/10 of the company’s share capital but no less than PLN 5 million,
- issue of any type of bonds,
- purchase of treasury shares in the situation set forth in Article 362 § 1 item 2 of the Act entitled Commercial Company Code and purchase of shares in the situation defined in Article 200 § 1 of the Act entitled Commercial Company Code,
- compulsory redemption of shares pursuant to Article 418 of the Act entitled Commercial Company Code,
- retirement of shares,
- decisions on claims to remedy damages incurred when setting up a company or in its management or oversight,
- contribution of non-current assets by the company as contribution in a company or a cooperative if their value exceeds 1/10 of that company’s share capital,
- setting the compensation of members of Management Boards and Supervisory Boards,
- in the matters mentioned in Article 17 Section 1 of the Act on Rules for Managing State Property of 16 December 2016 (Journal of Laws of 2016 Item 2259), subject to § 30 Section 6 (whose provisions contain an obligation to ensure that the wording of articles of associations or articles of partnership be consistent with the provisions of that act),
- executing an agreement to provide legal, marketing, public relations and public communication services or management consulting services if the total net fee to be paid for such services is greater than PLN 500,000.00 annually,
- amending an agreement to provide legal, marketing, public relations and public communication services or management consulting services by increasing the said fee above and beyond the amount referred to in item 10 above,
- executing agreements to provide legal, marketing, public relations and public communication services and management consulting services which do not specify the maximum amount of the fee,
- executing a donation or other agreement having a similar effect, the value of which exceeds PLN 20,000.00 or 0.1% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements,
- release of a debt or other agreement having a similar effect, the value of which exceeds PLN 50,000.00 or 0.1% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements.
At the request of the Management Board, the Supervisory Board shall permit a Management Board member to hold positions in the corporate authorities of companies in which JSW has an ownership interest and to collect remuneration for such work.
In addition to the matters set forth by the provisions of law and the Articles of Association, the rights, powers and duties of the Supervisory Board also include preparation of annual reports submitted by the Ordinary Shareholder Meeting in accordance with the Code of Best Practice for WSE Listed Companies.
The Management Board Bylaws, the Supervisory Board Bylaws and the Parent Company’s Articles of Association are available at the www.jsw.pl website.