Powers of the Management Board
The Management Board operates in compliance with the applicable provisions of law, the Articles of Association and the Bylaws of the Management Board, adopted by the the Management Board and approved by a resolution of the Supervisory Board. The Management Board manages the Company’s matters, represents it in and out of court and makes decisions on all the matters which are not reserved for other corporate bodies of the Company and oversees the operation of the individual units of the Company through Directors of the mines, the Production Support Unit and Management Board Representatives. Management Board resolutions are adopted by an absolute majority of votes, where at least three Management Board members attend the meeting and are recorded in minutes. Issues exceeding ordinary management shall require a Management Board resolution, in particular:
- determining the organizational bylaws defining the Company’s organization,
- appointing general proxies,
- buying and selling real property,
- matters in which the Management Board addresses the Shareholder Meeting and the Supervisory Board,
- issuing promissory notes,
- determining the bylaws governing the operation of the internal control system.
Two Management Board members acting jointly or a Management Board member acting with a proxy are authorized to make statements of will and affix signatures on behalf of the company. In agreements between the Company and a Management Board member, as well as in disputes with a Management Board member, the Company shall be represented by the Supervisory Board.