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ANNUAL
REPORT
2018

Management Board

Tools

Description of activities

The Company’s Management Board operates pursuant to the Commercial Companies Code and other generally applicable provisions of law, JSW’s Articles of Association and provisions of JSW’s Management Board Regulations, which is available at the Company’s website. When fulfilling their duties, Management Board Members are guided by the principles included in the Code of Good Practices for WSE-Listed Companies, Management Board Regulations and the Company’s Articles of Association.

Issues exceeding ordinary management require a Management Board resolution, in particular: determining the organisational regulations defining the Company’s organisation, appointing general proxies, buying and selling real property, matters in which the Management Board addresses the General Meeting and the Supervisory Board, issuing promissory notes, determining regulations governing the operation of the internal control system.

The President of the Management Board convenes Management Board meetings at his own initiative or at the request of one of the Management Board members at any time, also at the request of the Supervisory Board Chairperson. Two Management Board Members acting jointly or a Management Board Member acting with a proxy are authorised to make statements of will and affix signatures on behalf of JSW. In agreements between JSW and a Management Board Member as well as in disputes with a Management Board Member, the Company is represented by the Supervisory Board.

Rules for appointing and dismissing Management Board members

The Management Board consists of three to seven Members. Management Board members are appointed for a joint three-year term. The mandate of a Management Board member appointed before the end of the Management Board term expires simultaneously with the expiry of mandates of the remaining Management Board members. Management Board Members are appointed and dismissed by the Supervisory Board following a qualification procedure (except for the Management Board Member appointed by JSW employees). Rules for appointing and dismissing Management Board Members are defined by the Articles of Association and the Act on Rules for Managing State Property.

The Supervisory Board conducts a recruitment procedure when appointment of a Management Board member is justified. By initiating a recruitment procedure for a Management Board Member, the Supervisory Board defines, by way of a resolution, detailed rules and method for the procedure, including in particular:

  • position subject to the procedure,
  • date and place where recruitment submissions are received,
  • date and place where interviews are held,
  • range of subjects discussed during the interview,
  • requirements and method for evaluating the candidate.

Candidates for members of JSW’s Management Board must meet the requirements specified in § 11 sec. 16 and 17 of the Company’s Articles of Association. An announcement about the recruitment procedure is published on JSW’s website and in the Public Information Bulletin of the Ministry of Energy. The Supervisory Board shall inform shareholders about the outcome of the recruitment procedure at the nearest General Meeting and make a report on the recruitment procedure available to them.

If the average annual headcount in the Company exceeds 500 employees, one Management Board member is elected by employees, in accordance with election regulations adopted by the Supervisory Board. Results of the election are binding for the body authorised to appoint the Management Board, i.e. the Supervisory Board. Failure to appoint a Company employee representative to the Management Board shall not hinder the Management Board from adopting binding resolutions. At the 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 the Company’s employees shall require supplementary election. The supplementary election should be held within one month after it is called by the Supervisory Board. The Supervisory Board shall call an election of the Management Board member to be elected by employees for the next term within two months from the lapse of the most recent full year of the Management Board’s term. Such election should be held within two months after it is called by the Supervisory Board. Detailed regulations on this matter are included in JSW’s Articles of Association.

Management Board members resign by submitting a written resignation notice to the Supervisory Board at the Company’s registered office.

Management board competences

The Management Board operates in compliance with the applicable provisions of law, Articles of Association and Management Board Regulations, adopted by the Management Board and approved by a Supervisory Board resolution. The Management Board handles the Company’s matters and represents it in and out of courts of law, sets strategic directions and determines targets and objectives as well as makes decisions in all matters not restricted for the Company’s other corporate bodies. The Management Board manages the Company directly through resolutions, other forms of decisions, entries to minutes, and indirectly through Office Directors, Management Board Representatives and Directors of Entities through whom it also supervises the work of individual Entities.

The Directors Council, composed of the Directors of the Company’s Entities and other invited Directors, is an opinion-making and advisory body to the Management Board. Meetings of the Directors Council are convened by the President of the Management Board.

Management Board members perform their responsibilities in accordance with the function specified by the Supervisory Board in a resolution on appointment to the Management Board. The President of the Management Board supervises the Company’s overall operations, manages the work of the Management Board and names a Vice-President to perform these duties in his or her absence. The President of the Management Board convenes Management Board meetings and chairs them. If no substitute is named for the period of absence of the Management Board President, then the substitute is the Vice-President of the Management Board for Technical Matters. The scope of responsibilities of the President of the Management Board includes exercising direct supervision over the work of subordinate organisational units belonging to the Division of the President of the Management Board, in accordance with the current organisational chart of the Management Board Office. Vice-Presidents of the Management Board oversee the overall activity of the Company, in particular the operation of organisational cells belonging to their divisions.

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 Management Board Members were properly notified of the Management Board meeting. Management Board Members may participate in meetings via tele-conference or video-conference. Management Board resolutions are minuted.

Management Board Members may not make decisions on share issues or buyouts.

Composition of and changes to the JSW Management Board

FIRST AND LAST NAME POSITION TERM IN POSITION
Composition of the JSW Management Board of the 9th term of office
Daniel Ozon President of the Management Board 01.01.2018 – 31.12.2018
Tomasz Śledź Vice-President of the Management Board for Technical Matters 01.01.2018 – 31.12.2018
Artur Dyczko Vice-President of the Management Board for Strategy and Development 01.01.2018 – 31.12.2018
Jolanta Gruszka Vice-President of the Management Board for Sales 01.01.2018 – 31.12.2018
Robert Ostrowski Vice-President of the Management Board for Financial Matters 01.01.2018 – 31.12.2018
Artur Wojtków
(z wyboru pracowników)
Vice-President for Employment and Social Policy 01.01.2018 – 31.12.2018

No changes in the composition of JSW’s Management Board took place in 2018. The Management Board term ends on the date of the Ordinary General Meeting approving the Company’s financial statements for 2018.

Changes in the composition of JSW’s Management Board from the end of the reporting period to the date on which this integrated report was published:

On 9 January 2019, Robert Ostrowski resigned as Member of the Management Board – Vice-President of the Management Board for Economic Affairs, effective 28 February 2019.

On 10 January 2019, JSW’s Supervisory Board dismissed:

  • Artur Dyczko as Vice-President of the Management Board for Strategy and Development,
  • Jolanta Gruszka as Vice-President of the Management Board for Trade.

On 26 February 2019, the Supervisory Board adopted a resolution to delegate a Supervisory Board member – Robert Małłek to temporarily serve as Vice-President of JSW’s Management Board for Strategy and Development from 27 February 2019 to 26 May 2019, however no later than until the date on which the Vice-President of the Management Board for Strategy and Development is appointed.

On 27 May 2019, the Supervisory Board adopted another resolution to delegate Robert Małłek – Supervisory Board member to temporarily serve as Vice-President of JSW’s Management Board for Strategy and Development. The delegation period was from 28 May 2019 to the date of the Company’s Ordinary General Meeting for 2018, however no later than until 31 July 2019.

On 11 June 2019, the Supervisory Board adopted a resolution to dismiss Daniel Ozon as President of JSW’s Management Board and a resolution on delegation of Supervisory Board member Robert Małłek to serve as President of the Management Board.

On 3 July 2019, the Supervisory Board adopted resolutions to appoint the following persons as of 4 July 2019 to the Company’s Management Board of the 10th term:

  1. Mr. Radosław Załoziński as the Vice-President of the Management Board for Financial Matters;
  2. Mr. Rafał Pasieka as the Vice-President of the Management Board for Sales;
  3. Mr. Artur Wojtków as the Vice-President of the Management Board for Employment and Social Policy;
  4. Mr. Artur Dyczko as the Vice-President of the Management Board for Strategy and Development;
  5. Mr. Tomasz Śledź as the Vice-President of the Management Board for Technical Matters;

At the same time, pursuant to a resolution adopted by the Supervisory Board, Mr. Rafał Pasieka was entrusted as of 4 July 2019 with serving in the capacity of the President of the Jastrzębska Spółka Węglowa S.A. Management Board of the 10th term until the date of appointment of the President of the Management Board Management Board.

On 13 July 2019 the Company’s Supervisory Board adopted a resolution to appoint Mr. Włodzimierz Hereźniak as of 1 August 2019 to the position of President of the Company’s Management Board of the 10th term.

Management Board composition as at the date on which this report was published

Graduated from the Mining Faculty at the Silesian University of Technology in Gliwice. He started his professional career in 1977 as a technical and research employee at the Non-Ferrous Metal Institute in Gliwice. In 1982-1993 he commenced his work in mining, in KWK Knurów, starting at the position of crew head and ending at the position of chief engineer. After that he became the President of the Management Board in Węglokop Sp. z o.o. and was Deputy Director of the Marketing Department in Gliwicka Spółka Węglowa S.A. He has many years of management experience, among others in such companies as: Węglozbyt S.A. in Katowice, Remkoks Sp. z o.o. in Dąbrowa Górnicza, Jastrzębska Spółka Węglowa S.A. in Jastrzębie-Zdrój, Polski Koks S.A. in Katowice and Enterprise Energetyki Cieplnej S.A. in Jastrzębie-Zdrój.

Until July 2019 he discharged the function of Vice-President of the Management Board of TAURON Ciepło Sp. z o.o.

During his professional career he was a member of numerous Supervisory Boards and was their chairman, among others in Haldex S.A., Koksownia Przyjaźń Sp. z o.o., Jastrzębska Spółka Węglowa S.A. and C&C GmbH Duisburg.

He is the author and co-author of numerous industry publications in Poland and abroad.

Area of management:

He heads the work of the Management Board, convenes Management Board meetings and chairs them. He oversees all of the Company’s operations, including in particular: Organization and Management, Security, Communications and PR, Audit and Control, Procurement, Integrated Management System and Risk Management.

[email protected]

Mr. Tomasz Śledź graduated from the Silesian University of Technology in Gliwice with his major in the Mining of Deposits and Waste Management. In 2011, he completed postgraduate studies at the Department of Organization and Management at the Silesian University of Technology in Corporate Project Management.

From the outset of his career he has been active in the mining industry. He began to work in 1988 as a miner, then foreman, then supervisor until he became the chief mining engineer – head of the mining department. From September 2015 to January 2017 he served as the Production Director at JSW S.A.’s Knurów-Szczygłowice hard coal mine, and subsequently he served as the Production Director of the Szczygłowice Section of the Knurów-Szczygłowice hard coal mine.

In 2010 he took part in the work to merge the Knurów mine with the Szczygłowice mine, and then in 2014 he participated in the incorporation of the Knurów-Szczygłowice Mine into Jastrzębska Spółka Węglowa S.A.

During his career he has focused on enhancing and improving occupational safety and health standards. He has co-authored numerous articles and publications regarding initiatives and new ideas in the mining industry.

Area of management:

He oversees all of the Company’s operations, including in particular: Coal Production, Preparation and Quality, Environmental Protection and Mining Damage.

[email protected]

He is a graduate of the University of Economics in Kraków at the Economics Faculty. He also completed post-graduate studies of the University of Economics in Wrocław at the Foreign Trade faculty. He also participated in the Executive Academy program organized in cooperation with IMD Business School in Lausanne, Colorado School of Mine and KGHM. He is a specialist on financial risk management, arrangement of debt financing, trade and trade finance.

He has been associated with the mining industry since the beginning of his professional career. He started work in 1999 in KGHM Polska Miedź S.A. employed initially on the position of Senior Sales Specialist. From 2005 he has been discharging the function of Risk Department Manager, where he was responsible, among others, for the analysis of financial markets, including primarily the local currency market and development of the credit risk management process. From 2010 to 2016 he discharged the function of Director of the Market and Credit Risk Management Department, where he was responsible for the front and middle office, and for managing a team dealing with securing a multi-billion exposure associated with the participation in trade credit. From mid-2016 to 2018, he discharged the function of Chief Finance and Risk Management Director, being responsible for securing financial liquidity for the entire KGHM Group, insurance, market risk management (hedging) and credit risk management.

During his work in KGHM he participated in numerous projects associated, among others, with creation of the first in Poland systemic solution for market risk management on the global level in connection with the acquisition of Quadra FNX from Canada, issuing opinions and negotiating a number of financing agreements in the KGHM Group, negotiating project finance restructuring for Sierra Gorda SCM with Japanese banks and joint venture partners (Sumitomo Group).

From February 2019 to the beginning of July 2019 he discharged the function of Management Board Representative for Financial Matters in Jastrzębska Spółka Węglowa S.A., responsible for coordination of the work of the economic division. During that time he deal with, among others, coordination of the work closing the syndicate loan agreement negotiation process with JSW Group’s financing banks and a loan from the European Investment Bank for JSW S.A. and JSW Koks.

Area of management:

He oversees all of JSW’s operations, including in particular: Controlling, Finance, Accounting and Trading and Stock Exchange Relations.

[email protected]

Graduated from the Catholic University of Lublin at the Social Sciences Faculty. He also graduated from the EHSAL Management School in Brussels with the Master of Business Administration degree. In addition, he completed post-graduate studies in enterprise value management at the Warsaw School of Economics and, in 2009, completed his PhD studies at the Social and Economic Faculty of this university. He also completed numerous training courses, among others in management.

He started his professional career in 1996. In 1997-1998 he worked as at manager in Daewoo Handel GmbH. In 1998-1999 he was employed on the position of Department Director and Sales Director of LTP Polska Sp. z o.o. (Polish representative office of a French company LTP Locanord).

In 2000-2003 he worked as the Manager of the Procurement Team in PKN ORLEN S.A. and then, in the same company, in 2016-2018, discharged the function of Executive Marketing Director PKN ORLEN S.A. During his work in the fuel concern he was the co-author (following the merger of CPH and Petrochemia Płock) of the non-fuel products sales reorganization model in the concern’s retail network. He also initiated the idea and supervised the implementation of the “Direction Orlen” communication platform. In 2003-2006 he worked in the Municipal Office of the Capital City of Warsaw at the position of Deputy Director of the Public Procurement Department, and then was acting Director of the Mayor’s Office. In 2006-2008 he was a management board member of Ciech S.A., dealing with, among others, co-creating the Agro division, trading in fertilizers and commencement of acquisition in the Silicates and Glass division. He also participated in the acquisition and restructuring of the sodium company US Govora. In 2010-2011, he was employed at the Social Security Institution (ZUS) in Warsaw and in 2011-2016 discharged the function of Director of the IPN Administration and Economic Department.

He sat on the supervisory boards of a number of commercial law companies, including, among others, Zakłady Azotowe in Tarnów S.A., Przedsiębiorstwo Energetyki Cieplnej S.A. of the Capital City of Warsaw, GZNF Fosfory S.A., Alwernia S.A., Vitrosilicon S.A., Cheman S.A., Unipetrol a.s., Chemia.com. S.A., PLL LOT S.A. He was also the Chairman of the Board of Directors of Uzinele Sodice Govora – Ciech Chemical Group S.A. and Chairman of the Supervisory Board of the Polish National Foundation.

Area of management:

He oversees all of JSW’s operations, including in particular Trading and Freight Forwarding.

[email protected]

Doctor of technical sciences at the AGH University of Science and Technology in Kraków, graduated from the AGH University, majoring in Underground Deposit Mining Technique and Management and Marketing. He also completed a post-graduate course in Human Resource Management at the Jagiellonian University and Mining Geology at the Faculty of Geology, Geophysics and Environmental Protection at the AGH University of Science and Technology in Kraków.

He started his professional career in 1999 in the mining industry, employed in KGHM Polska Miedź S.A. O/ZG Rudna, where he worked until 2001, in the mine, going through all levels, from a trainee to middle mining supervision positions. Since 2002 he has been an assistant at the Mineral and Energy Economy Research Institute at the Polish Academy of Sciences in Kraków. Since July 2016, he has been employed by JSW, in the position of the Management Board Representative for Technical Matters, then Strategy and Development Department Director and Management Board Representative for Production in JSW. From August 2017 to January 2019 he was the Vice-President of the JSW Management Board for Strategy and Development and, most recently, the Management Board Representative for Strategy and Development.

He is an author and co-author of numerous research studies, expert reports, opinions, implementation projects and scientific publications on mining. He has extensive experience in developing the strategy of mining companies and building their value.

He has experience in managing large project teams, having participated in and creating complex restructuring and efficiency projects in several dozen implementation projects in the mining industry, including ones for LW Bogdanka S.A., KGHM Polska Miedź S.A., KHW S.A., Tauron Wydobycie S.A., Polska Grupa Górnicza S.A. and JSW S.A. He is a co-author of JSW’s strategy for exiting the crisis in 2016 and the currently implemented operating strategy of the JSW Group until 2030.

He has been a consultant on the subjects of mining, management of mineral resources and use of IT tools in managing the economics of deposits, for large international corporations, such as: Deloitte, KPMG, PwC, McKinsey, IBM, HP, Microsoft, Bentley, Dassault Systèmes (Gemcom), SAP, Deswik and ABB.

In the Management Board he will be responsible for implementation of the strategy, development, computerization, investments and corporate governance.

Area of management:

He oversees all of the Company’s operations, including in particular: investment, strategy, innovation, development, corporate social responsibility and corporate governance.

[email protected]

Lawyer, graduate of the University of Silesia in Katowice. He also completed post-graduate studies in social labor dialog at the University of Economics in Katowice and in management of industrial occupational health and safety at the Silesian University of Technology in Gliwice.

He has been associated with Jastrzębska Spółka Węglowa S.A. since 1995. From 1995 he served as Head of the Organizational and Legal Department and then from 1999 to 2009 as Director for Labor at the Borynia Coal Mine. Since 2009, he has served as Vice-President of the JSW S.A. Management Board for Employment and Social Policy.

Area of management:

He oversees all of the Company’s operations, including in particular: Labor, Payroll, Property Management and HR Management.

[email protected]

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