Management Board:
- Herbert Wirth - President of the Management Board.
- Jarosław Romanowski - First Vice President of the Management Board (Finance)
- Marcin Chmielewski - Vice President of the Management Board (Corporate Affairs)
- Jacek Kardela - Vice President of the Management Board (Development)
- Wojciech Kędzia - Until 31 January 2015 Vice President of the Management Board (Production)
- Mirosław Laskowski - Since 1 February 2015 Vice President of the Management Board (Production).
The Management Board’s responsibilities cover all aspects of the Company’s business practices. A full description of the
Management Board’s responsibilities and operational procedures can be found in the Regulations of the Management Board.
The Management Board represents the Company. It manages the Company’s assets and affairs. The Management Board operates based on generally prevailing law, the Statutes of the company and the Regulations of the Management Board. These documents are publicly available on the website at www.kghm.com.
The Management Board makes decisions in the form of resolutions. For resolutions of the Management Board to be valid, at least two-thirds of the members of the Management Board must be present during a meeting. The Management Board’s resolutions are usually approved by a simple majority of the votes cast. A detailed list of the matters requiring a resolution of the Management Board is included in the Regulations of the Management Board, which are available on the Company’s website at www.kghm.com.
In 2014 the KGHM Management Board held 42 protocoled meetings and adopted 159 resolutions.
The authority of the Management Board to pass decisions on the issuance or redemption of shares is statutorily limited. The Management Board of the company does not have the authority to increase the share capital or issue the shares of the company under conditions specified in the Commercial Partnerships and Companies Code.
Under Polish law, in KGHM Polska Miedź S.A. the management function (which is assigned to the Management Board) is separate from the supervisory function (which is assigned to the Supervisory Board). The President of the Management Board may not at the same time be Chairman of the Supervisory Board.
Presently, the Management Board consists of five persons appointed for a mutual mandate. The mandate of the Management Board lasts three years. The number of Management Board members is set by the Supervisory Board, which appoints and dismisses the President of the Management Board, and upon his request appoints and dismisses the remaining Management Board members, including those serving as First Vice President and as the Vice Presidents of the Management Board (save for the provisions of the Company Statutes regarding the appointment and dismissal of an employee-elected Management Board member). The result of elections for an employee-elected member of the Management Board, or the result of voting on his/her dismissal, is binding for the Supervisory Board, if at least 50% of the Company’s employees took part in the voting for said election or dismissal. The election and dismissal of an employee-elected Management Board Member requires an absolute majority of the votes cast.
Management Board members, including any employee-elected Member of the Management Board, may be dismissed by the Supervisory Board prior to the expiry of their mandate.
To avoid a conflict of interests, the Company follows the provisions of the Commercial Partnerships and Companies Code, the Regulations of the Management Board and the „Code of Best Practices of WSE-Listed Companies”. KGHM’s Management Board members are obliged to advise the Supervisory Board on each and every existing or potential conflict of interest related to the function performed. Pursuant to KGHM’s values, Management Board members must declare additionally not to abuse their position in the organisation for the purposes of achieving personal benefits, which is reflected in the Company’s operational transparency and avoidance of conflict of interests
Management Board members, by gender in recent years
| As at | No. of women | No. of men |
|---|---|---|
| 2012-06-28 | 1 | 3 |
| 2013-09-01 | 1 | 4 |
| 2013-09-02 | 0 | 5 |
| 2013-12-31 | 0 | 5 |
| 2014-12-31 | 0 | 5 |
At KGHM’s Head Office there is also an active Business Coordination Council which plays an advisory role. It consists, among others, of Management Board members, Executive Directors, certain presidents of Group companies, and the Director of the Market and Credit Risk Management Department. The main objective of the Business Coordination Council is to develop and agree on effective methods to achieve the Company’s strategic goals and to exchange information about major events as well as planned activities of the Group.
In 2014, the Council held six meetings. The impact of the Minerals Extraction Tax on the company and the implementation of the new KGHM logo were discussed, among other topics. The Council also dealt with the infrastructure development program, the workplace health and safety program, and the issue of accident-related employee compensation. The Council defined guidelines for the KGHM Polska Miedź S.A. 2015-2020 Strategy.