By-Laws of the Supervisory Board of Zakłady Tłuszczowe "KRUSZWICA" Spółka Akcyjna with its registered office in Kruszwica

Transcription

1 Page 1 By-Laws of the Supervisory Board of Zakłady Tłuszczowe "KRUSZWICA" Spółka Akcyjna with its registered office in Kruszwica 1 1. The Supervisory Board of ZT "KRUSZWICA" S.A., referred to hereinafter as the "Board", is the permanent supervisory body of the Company. 2. The Board shall act on the basis of the Commercial Companies Code, the Statutes of the Company, these By-laws and principles of corporate governance applicable at Warsaw Stock Exchange while taking into consideration all objections made by the Company pursuant to the Stock Exchange By-laws The Board shall consist of 9 to 11 members. The members of the Supervisory Board shall be appointed for a joint term in office lasting five years pursuant to 13 Sec. 2-4 of the Company s Statutes. The General Assembly shall determine the number of the members of the Supervisory Board by way of a resolution so as to ensure the possibility for the shareholders to exercise the rights granted under 13 Sec. 2-4 of the Company s Statutes. The Supervisory Board members may be elected for consecutive terms in office. 2. The Supervisory Board members shall be appointed by the General Assembly in the following way: a) each shareholder participating in the General Assembly, with no less than 60% of total votes in the Company, shall have the right to appoint 8 Supervisory Board members; b) each shareholder participating in the General Assembly, with no less than 17.5% of total votes in the Company, shall have the right to appoint 2 Supervisory Board members; c) each shareholder participating in the General Assembly, with no less than 10% of total votes in the Company, shall have the right to appoint 1 Supervisory Board member; d) in the event there are no shareholders empowered to appoint Supervisory Board

2 Page 2 members in accordance with 13 Sec. 2 (a)-(c) or the complete composition of the Supervisory Board, which should be elected by the General Assembly in line with this 13, has not been elected for any other reason, the General Assembly shall appoint a pertinent number of Supervisory Board members under a resolution to be adopted by a simple majority of votes. 3. In case of resignation of a member of the Supervisory Board, the mandate of that member shall expire upon the notification by that member of his/her resignation made in writing to the President of the Management Board or to the Chairman of the Supervisory Board. 4. In case of a dismissal, death or any other reason resulting in the reduction of the number of members of the Supervisory Board during its term in office or election of another member to the vacated seat, the mandate of the newly elected member shall expire at the end of term in office of the entire Supervisory Board The term in office of the members of the Board shall expire as at the day of holding the General Assembly which approves the financial statements for the last full financial year of their office. 2. Subject to 7 Sec. 3, the members of the Board shall perform their duties in person The Supervisory Board shall elect, from amongst its members, the Chairman and the Vice-Chairman of the Supervisory Board. 2. The Supervisory Board may dismiss the Chairman or the Vice-Chairman of the Supervisory Board from their functions The Chairman of the Supervisory Board, and in his/her absence the Vice-Chairman shall convene the meetings of the Board and chair these meetings. 2. The Chairman or the Vice-Chairman shall convene the meeting of the Supervisory Board also upon a written request of the Management Board of the Company or a member of the Supervisory Board. The meeting shall be convened within two weeks from the receipt of such request.

3 Page 3 3. Should the meeting of the Board be not convened pursuant to Sec. 2 of this paragraph, the requesting party may convene it independently Notice of a meeting of the Supervisory Board should be sent to the members of the Board by electronic mail, or in another appropriate manner, at least seven days before the date of the meeting. For important reasons, this deadline may be shortened. 2. The notice shall specify the date, time and place of the meeting and the agenda for the meeting. 3. The Chairman of the Supervisory Board of the previous term in office shall convene and open the first meeting of the newly-elected Supervisory Board and chair the meeting up to the moment a new Chairman of the Board is elected. 4. The Supervisory Board may hold a meeting without being officially convened if all the members of the Board are present and no one raises any objections. 5. Meetings of the Supervisory Board are accessible and open to members of the Company s Management Board, except for the meetings in the course of which issues pertaining directly to the Management Board or its members are discussed. The meetings may also be attended by guests invited by the Chairman or Vice Chairman of the Supervisory Board, unless the Supervisory Board decides otherwise The Supervisory Board shall hold meetings as often as it is necessary for it to perform its functions, no less however than three times in a financial year. 2. For resolutions of the Supervisory Board to be valid, all Members of the Board shall be invited to the meeting, and at least half of the Members of the Board shall be present at such meeting. 3. Resolutions of the Supervisory Board shall be passed by an absolute majority of votes of the members present at the meeting. The members of the Board may take part in adopting the Supervisory Board resolutions by casting their votes in writing through another Supervisory Board member. The casting of vote in writing shall not apply to matters put on the agenda during the meeting of the Board. In case the same number of votes have been cast in favour and against a proposed resolution, the vote of the Chairman of the Supervisory Board, and in his/her absence the vote of the Deputy

4 Page 4 Chairman, shall prevail. 4. Resolutions may not be passed on subject-matters not included in the agenda of the meeting, unless all the members of the Board are present and no one raises any objections. 5. Meeting of the Supervisory Board may be held in Kruszwica, Poznań, Bydgoszcz, Warsaw or in any other place to which all Supervisory Board's members consent. 6. If need be, the Chairman of the Supervisory Board, the Vice Chairman of the Supervisory Board or a secretary appointed by the Chairman from amongst the members of the Supervisory Board or from outside the Board may draw up certified copies of documents of the Supervisory Board Voting shall be open, except for voting in personal matters, including but not limited to the following matters: a) the appointments and dismissals of members of the Management Board; b) the suspension of members of the Management Board for important reasons; c) the appointment and dismissal of the Chairman and the Vice-Chairman of the Supervisory Board from the functions performed by them; 2. Secret voting shall be also called for upon the motion of even one of the voters The Supervisory Board may adopt resolutions in writing or by using means of direct communication over distance. The resolution is valid if all members of the Board have been notified of the contents of the draft resolution. 2. The adopting of resolutions in a manner identified in Sec. 1 of this paragraph as well as the casting of vote through another Supervisory Board member referred to in 7 Sec. 3, except for the instances defined in the Commercial Companies Code, shall be excluded also in the matters specified in 4 and 10 Items 11), 12) and 16).

5 Page 5 10 In addition to other matters reserved for the Board by law, under the Company's Statutes or these By-laws, the Board shall have powers to: 1) assess the financial statements of the Company; 2) assess the Management Board's report and the Board's proposals for distribution of profits and coverage of losses; 3) submit to the General Assembly a written report on the result of the assessment referred to in Items 1) and 2) above; 4) approve an annual budget prepared by the Management Board, 5) submit to the General Assembly evaluation of the Company s standing; 6) consent to the forming or participation in any companies, partnerships or consortia; 7) consent to the acquisition or sale by the Company of shares in companies or to the acquisition of branches of companies; 8) consent to the acquisition or transfer of a real estate or the right of perpetual usufruct of a real estate or share in a real estate or in the right of perpetual usufruct of a real estate (accordingly, the said issues do not require a resolution of the General Assembly); 9) consent to entering into patent-pools, licensing agreements and long-term cooperation arrangements the value of which exceeds the PLN equivalent of 1,000,000 (say: One Million) Euro; 10) consent to any encumbrance covering assets of the Company of a value in excess of the PLN equivalent of 50,000 (say: Fifty Thousand) Euro or any guarantee in excess of the same amount lasting for over twelve consecutive months; 11) determine remuneration of the members of the Board delegated to temporarily perform the responsibilities of the members of the Management Board; 12) suspend a member of the Management Board or the entire Management Board from their duties where there are important reasons for such suspension; 13) delegate its member or members to temporarily perform the duties of the

6 Page 6 Management Board of the Company in the case where individual members or the entire Management Board have been suspended or where for other reasons the Management Board is prevented from acting; 14) approve the By-laws of the Management Board; 15) determine a consolidated text of the amended Statutes or make other editorial changes therein, as specified in a resolution of the General Assembly, upon the authorisation by the General Assembly; 16) select the auditors to audit the Company's financial statements; 17) appoint and dismiss members of the Management Board, including the President and Vice President of the Management Board; 18) delegate its representative to conclude contracts with the members of the Management Board, as well as represent the Company in disputes with them under the principles set out in resolutions of the Board Minutes shall be drawn up from the meetings of the Supervisory Board and shall be approved by the Board at the next meeting. Once the minutes are approved, they shall be signed by those members of the Supervisory Board present at the meeting to which such minutes pertain, or such minutes shall be put into circulation among the members of the Supervisory Board for their signatures. 2. The original minutes and appendices shall be kept in the Minutes Book maintained by the Chairman or a person selected by him from among the members of the Supervisory Board or from the persons not being the members of the Board (Secretary). 3. The minutes shall contain: - the date and place of the meeting; - a list of present Supervisory Board members (first names and surnames); - a list of other persons participating in the meeting; - the accepted agenda for the meeting; - the course of the meeting, along with the contents of resolutions and number of votes cast on particular resolutions;

7 Page 7 - separate opinions submitted to the minutes. 4. If needed, the Chairman of the Supervisory Board, the Vice Chairman and the Secretary selected by the Chairman may prepare certified copies of the Supervisory Board documents The Supervisory Board may express an opinion in all matters of the Company and approach the Management Board with motions and initiatives, request reports and explanations from the Management Board and employees, inspect all documents of the Company, and audit the position of the Company s assets. 2. The Management Board shall inform the Board of the position taken in the matter of opinions, motions or initiatives, as well as present reports and explanations no later than within twenty one days after the receipt of a motion, initiative or request. 3. The Supervisory Board may not give any binding instructions to the Management Board as to the running of the Company s business The Supervisory Board shall perform its activities collectively. 2. The Supervisory Board may delegate its members to individually perform particular supervisory activities. 3. The Supervisory Board may delegate its members to individually perform supervisory activities on a permanent basis The Audit Committee shall function within the Supervisory Board. 2. The Audit Committee shall consist of 3 (three) members appointed and dismissed by a resolution of the Supervisory Board among its members. The Supervisory Board shall appoint, through a resolution, one of the Audit Committee members as its chairman. 3. At least one member of the Audit Committee has the knowledge and skills in accounting or auditing financial statements and at least one member of the Audit

8 Page 8 Committee has the knowledge and competency in the industry in which the Company conducts business, or its individual members, within the defined scope, have the knowledge and competency in the industry in which the Company conducts business. 4. When determining the composition of the Audit Committee, it must be ensured that most members including its chairperson, are independent of the Company. Members of the Audit Committee are considered independent of the Company, if they meet the following criteria, described in details in the Act of 11 May 2017 on statutory auditors, audit firms and public oversight: (i) they do not belong, nor have they belonged in the last 5 years since the date of appointment, to senior management, including that they are not a member of the management board or another managing body of the Company, or its affiliated entity; (ii) (iii) (iv) (v) (vi) they are not, nor have they been in the last 3 years since the date of appointment, an employee of the Company or its affiliated entity, except where a member of the Audit Committee is a non-senior management employee elected to the Supervisory Board or another supervisory or control body of the Company as the representative of employees; they do not exercise control, nor do they represent the persons or entities controlling the Company; they do not receive, nor have they received any additional remuneration in a significant amount from the Company or its affiliated entity, except for the remuneration which they have received as members of the Supervisory Board or another supervisory or control body, including the Audit Committee; they do not maintain, nor have they maintained, within the last year of their appointment, any significant economic relations with the Company or its affiliated entity, either directly or as an owner, partner, shareholder, supervisory board member or member of another supervisory or control body, or a person belonging to senior management, including a management board member or a member of another management body of the entity maintaining such relations; they are not and, in the last 2 years since the date of their appointment, they have not been: a. an owner, partner (including the general partner) or shareholder of the current or former auditing firm carrying out the audit of the financial statements of the Company or its affiliated entity, or

9 Page 9 (vii) b. a member of the supervisory board or another supervisory or control body of the current or former auditing firm carrying out the audit of the financial statements of the Company or its affiliated entity, or c. an employee or a person belonging to senior management, including a member of the management board or another managing body of the current or former auditing firm carrying out the audit of the financial statements of the Company or its affiliated entity, or d. another natural person whose services were used, or who was supervised by the current or former auditing firm, or a statutory auditor acting on their behalf; they are not a member of the management board or another managing body of an entity in which a member of the management board or another managing body of the Company is a member of the supervisory board or another supervisory or control body; (viii) they have not been a member of the Supervisory Board or of another supervisory or control body of the Company for more than 12 years; (ix) (x) they are not a spouse, nor a person which is a member of the same household, nor a relative or a person related in the direct line, and in the collateral line up to the fourth degree, of a member of the management board or of another managing body of the Company, or of a person referred to in items (i)-(viii); they do not remain in any relationship of adoption, custody or guardianship with a member of the management board or another managing body of the Company, or with a person referred to in items (i)-(viii). 5. The tasks of the Audit Committee include in particular: (i) monitoring : a. the process of financial reporting; b. efficiency of internal control systems and risk management and internal audit systems within the Company, including financial reporting; and c. performance of financial audit activities, in particular performing audits by the auditing firm, taking into account any

10 Page 10 conclusions and findings of the Audit Oversight Commission resulting from the audits carried out by the audit firm; (ii) (iii) (iv) (v) (vi) (vii) controlling and monitoring the independence of the statutory auditor and the audit firm, in particular where the audit firm provides the Company with services other than the audit; informing the Supervisory Board about the results of the audit and explaining how the audit contributed to the reliability of financial reporting in the Company, as well as about the role of the Audit Committee in the audit process; assessing the independence of the statutory auditor and granting consent to the provision of permissible non-audit services; developing the policy for selecting an audit firm to conduct an audit; developing policy for the provision of permissible non-audit services by the audit firm conducting the audit, by entities affiliated to that audit firm, and by a member of the audit firm's network of ; defining the procedure for the selection of an audit firm; (viii) submitting to the Supervisory Board a recommendation of the Audit Committee on the appointment of an audit firm in accordance with policies referred to in points (v) and (vi) above; and (ix) submitting recommendations to the competent authorities or organizational units of the Company (including, in particular, the Management Board) to ensure the accuracy of the financial reporting process. 6. During each financial year, no fewer than 2 (two) meetings of the Audit Committee shall be held, 1 (one) meeting per half-year. The Audit Committee may invite Management Board members or any Company s employees responsible for financial affairs and representatives of an entity entitled to examine the financial statements of the Company to be present at its meetings Within 30 days as from taking office, each member of the Supervisory Board shall file with the Company s Management Board a written statement in which such member: a) undertakes to immediately notify the Company of occurrence of a conflict of interests between the member of the Supervisory Board or of the shareholder

11 Page 11 with which he/she is bound and the Company s interests, as well as to abstain from voting on the matter in relation to which such conflict occurred; b) includes information about his/her personal, actual and organizational relations with the Company s shareholders; c) includes information about the held shares in the Company, in a dominant company or a subsidiary as well as about transactions over 1,000 with such companies. 2. The contents of the statement referred to in Sec. 1 is attached hereto as Enclosure 1. Should the status specified in the information referred to in Sec. 1 (b) and (c) change after filing of the statement, a member of the Supervisory Board shall immediately update such statement in writing. 3. A member of the Supervisory Board shall be also obligated to file the above statement upon each and every request of the Company s Management Board. 4. The information referred to in Sec. 1 (b) and (c) above, shall be made available by the Company s Management Board at the Company s seat upon a motion of an interested party The Company shall ensure the office servicing of the Supervisory Board. 2. The Company shall cover the costs of the activities of the Supervisory Board. 17 All Supervisory Board s documents shall be prepared in Polish and English language versions, unless all the Board members decide otherwise. In case of any discrepancy between the two language versions, the Polish version shall prevail.