Supervisory Board

Supervisory Board:

The Supervisory Board is the permanent supervisory body of KGHM in all of the Company’s functional areas. At present, the Supervisory Board has 9 members appointed by the General Meeting, 3 of whom were elected by the company’s employees. Based on declarations submitted by the members of the Supervisory Board at the time of their appointment, four of the members of the Supervisory Board meet the criteria of independence defined in Section III point 6 of the „Code of Best Practice for WSE Listed Companies”. Supervisory Board members are appointed for a three-year mandate.

The Supervisory Board performs its functions at meetings (convened at least once per quarter) and by delegating its members to work on the Supervisory Board committees. For resolutions of the Supervisory Board to be valid all of the members of the Supervisory Board must be invited to attend and resolutions must be adopted by an absolute majority of votes in the presence of at least half of the Supervisory Board members.

The duties and principles of functioning of the Supervisory Board are set forth, among others, in the Company’s Statutes and in the Supervisory Board’s Bylaws. The documents are publically available on the website, www.kghm. com.

The Supervisory Board has three committees that support the Supervisory Board in the preparation of evaluations, giving opinions, and taking care of other responsibilities, to assist in the decision-making process of the Supervisory Board.

The major duties of individual Supervisory Board committees are as follows:

• The Audit Committee is responsible for supervision over financial reporting, the internal audit system, risk management and internal and external audits.
• The Remuneration Committee is responsible for supervising the performance of the duties set forth in the contracts signed with the Management Board, the remuneration system and benefits paid out in the Company and Group, training courses and other benefits provided by the Company, as well as audits performed by the Supervisory Board in this regard.
• The Strategy Committee is responsible for supervision over issues related to the Corporate Strategy and to the annual and long-term operational plans of the Company.

Remuneration of KGHM Polska Miedź Supervisory Board members in 2014 (PLN thousands)

The remuneration of Supervisory Board members is determined by the General Meeting of Shareholders. The remuneration paid depends on the function performed and is determined as a multiple of the average gross monthly salary in the enterprise sector. The Company covers or reimburses the costs related to participation in Supervisory Board work.

Shares of KGHM Polska Miedź S.A. held by the Members of the Company’s Supervisory Board as at 31 December 2014 and at the date of signing of this report

Upon their appointment, Supervisory Board members issue statements about their activities outside of KGHM with their opinion as to whether they are competitive vis-à-vis the Company’s activities. Pursuant to law, Supervisory Board members are required to keep the Company up-to-date on any Company shares held by them and any transactions made involving such shares.

Supervisory Board members, by gender in recent years

Twice a year Supervisory Board members, in compliance with International Financial Reporting Standards (IFRS), issue statements on transactions carried out with related entities.

In 2014 and at the date of this Report the Company was not in the possession of any information about the occurrence of any potential conflict of interests.

In 2014 the Supervisory Board held eight protocoled meetings and adopted 70 resolutions. The Supervisory Board monitored the day-to-day activities of the Management Board and the operations of the Company based on Management Board resolutions and information about the financial performance of KGHM for individual months of the year, submitted at each Supervisory Board meeting.

The Supervisory Board also reviewed on a cyclical basis Management Board reports on:

• donations made, sponsorship contracts, representation, marketing and advertising activities by KGHM and the Group
• consulting, advisory d analytical services provided by third parties to the Company and Group
• the performance of research and implementation projects

The Supervisory Board also reviewed the performance of investment projects approved in the budget.

The Supervisory Board also received information on the positions of the trade unions active in KGHM and reviewed the responses of the Company’s Management Board to the issues raised. In March 2015, the Supervisory Board approved KGHM Polska Miedź S.A.’s Strategy for 2015-2020 with an outlook to 2040, as approved by the Management Board.