Management Board
The Parent Company’s Management Board operates pursuant to the Commercial Company Code and other generally applicable provisions of law, JSW’s Articles of Association and provisions of the JSW’s Management Board Bylaws. When fulfilling their duties, Management Board Members are guided by the principles included in the Code of Best Practice for Warsaw Stock Exchange Listed Companies, Management Board Bylaws and JSW’s Articles of Association available at www.jsw.pl. The Management Board makes decisions on all the matters which are not reserved for other corporate bodies. Management Board resolutions are adopted by an absolute majority of votes, where at least three Management Board members attend the meeting and may be adopted if all the Management Board members have been correctly notified of the Management Board meeting. Management Board members may also participate in a meeting via teleconference or videoconference. Management Board resolutions are minuted.
The President of the Management Board supervises the overall operation of JSW, manages the work of the Management Board and names the Vice-President to perform these duties in his or her absence. The President of the Management Board convenes the Management Board meetings and chairs them. The scope of responsibilities of the President of the Management Board includes the exercise of direct supervision over the work of reporting organizational units belonging to the Division of the President of the Management Board. The President of the Management Board convenes Management Board meetings on his own initiative or upon request of one of the remaining Management Board members at any time, also upon request of the Supervisory Board Chairperson. During the absence of the President of the Management Board, meetings are convened by the Management Board member named by the President and if no Vice-President is named then the meetings are convened by the Vice-President of the Management Board for Sales. Vice-Presidents of the Management Board oversee the overall activity of JSW, in particular they oversee the operation of the reporting organizational cells, which belong to their divisions.
According to JSW’s Articles of Association, the Management Board consists of three to seven members. Management Board members are appointed for a joint term of 3 years. The mandate of a Management Board member appointed before the end of the term of office of the Management Board expires simultaneously with the expiry of the mandates of the remaining Management Board members. Management Board Members are appointed following a qualification procedure and dismissed by the Supervisory Board (except for the Management Board member appointed by JSW’s employees).Rules for appointing and dismissing Management Board Members are defined by the Articles of Association, the Act on Rules for Managing State Property and the Regulation issued by the Council of Ministers in the matter of conducting a qualification procedure for the position of a Management Board Member in certain commercial companies. The Supervisory Board conducts a recruitment procedure in the event of occurrence of circumstances justifying appointment of a Management Board member. By initiating a recruitment procedure for the position of a Management Board Member, the Supervisory Board defines, by way of a resolution, the detailed rules and the method followed during the procedure.
If the average annual headcount in the Company exceeds 500 employees one Management Board member shall be elected by the Company employees, in accordance with the election bylaws adopted by the Supervisory Board. Results of the election are binding for the body authorized to appoint the Management Board, i.e. the Supervisory Board. A failure to elect a Company employee representative to the Management Board shall not hinder the Management Board from adopting binding resolutions. Upon request of at least 15% of all the Company employees, a ballot shall be held to dismiss the Management Board member elected by employees. Such dismissal, death or other important reasons that decrease the number of Management Board members by the member elected by employees shall require supplementary elections. Detailed regulation of this matter is included in JSW’s Articles of Association. A Management Board member shall submit a resignation in writing to the Supervisory Board at the Company’s registered office.