Work regulations of the Supervisory Board of PZ CORMAY S.A. seated in Łomianki

Transcription

1 Work regulations of the Supervisory Board of PZ CORMAY S.A. seated in Łomianki Acting under the art. 19 sec. 4 of the Articles of Association, the following is agreed: 1 These Regulations determine the principles of organization and activity of the Supervisory Board The Supervisory Board supervises and controls the activity of the Company. 2. The principles of appointing the Supervisory Board, number of members and its competences are determined by the Articles of Association, and in the matters not regulated the principles of the Act shall apply The Supervisory Board performs the activities collectively. 2. The particular members can be authorized by the Board upon the resolution to perform the particular activities. 3. The written report is submitted concerning the supervisory actions performed by the members of the Board The Board makes the assessment of the Company s activity at the meetings. 2. The assessment can be in a form of the opinion of the Board included in the content of minutes from the meeting or the position expressed in a form of the resolution. 3. The opinions of the Board are passed to the Board in a form of the excerpt from the minutes. 4. The resolutions of the Board are passed to the Management Board. The resolution is signed by: The Chairman of the Supervisory Board or the Deputy- Chairman of the Supervisory Board or two members of the Supervisory Board.

2 5 1. All maters which pursuant to the commercial companies code principles and other wide-known legal deeds and the Articles of Association require the resolution of the General Meeting of Shareholders or are reserved by these deeds to be the competence of the Supervisory Board, require the resolution of the Board. 2. The resolution of the Supervisory Board should be adopted also when such demand is required only by one member. 6 The meetings of the Supervisory Board are held in the seat office or in the branch office or in the place indicated by the Chairman of the Supervisory Board The Supervisory Board appoints the Chairman and Deputy Chairman among themselves. 2. Establishment of the Supervisory Board takes place at the firs meeting during the secret voting. 3. Establishment of the Supervisory Board is preceded by the auto-presentation of the members The operation of the Supervisory Board is regulated by the Chairman. The Chairman duties include management of the works of the Supervisory Board, in particular: 1) Convening the meetings of the Supervisory Board at his own discretion or upon the request of the Management Board or the member of the Supervisory Board. 2) Setting the agenda of the matters submitted by the applicants, due to the order of the requests;

3 3) Arrangement of the Supervisory Board s meeting in cooperation with the applicant (providing all members of the meeting with the materials concerning the agenda items). 2. If the meeting of the Board is convened by the applicant, in case when the meeting is not convened by the Chairman within two days upon submitting such request, the person who convenes the meeting together with the notification on the meeting f the Supervisory Board sends to the members the materials concerning the agenda. 3. In case of no possibility to perform the activities mentioned in sec. 1 pt 1-3 by the Chairman of the Board, the Deputy Chairman shall deputize for him The Board s Meeting is convened by the document, facsimile or by at least 7days in advance. 2. In case of urgent matters, requiring to be resolved with the immediate effect, convening the Board's meeting ad hoc is possible. The Board meeting ad hoc can be convened by the correspondence at the distance. 3. The Meeting of the Board is valid and capable to adopt resolutions if all members of the Board are invited, and at least half of the members is present at the meeting. 4. The members of the Supervisory Board can take part in adopting the resolutions by voting in written or by the virtue of other member or using the communication at the distance. In such case the proposed content of resolution should be published in the invitation to the Meeting. 5. Giving the vote in written or by the communication means cannot concern the matters will be included to the agenda at the meeting. 6. In the mode, mentioned in sec. 5, the resolutions concerning the election of the Chairman, Deputy Chairman and appointment, rejection or suspension of the member of the Board. 7. In case of convening the meeting ad hoc it is valid and capable to adopt resolutions, if the all members of the Supervisory Board are present. 8. The person convening the meeting chairs a meeting and runs it. 9. The person convening the meeting opens the meeting and states its legality, and then give the agenda to be voted. The items of agenda, which are not supported by the required majority, are removed from the agenda. The new

4 items of the agenda can be included if the meeting is participated by all members and they agree that the new item are included to the agenda. 10. The issues are resolved pursuant to the agenda. 11. The chairman of the meeting give the votes in due order of volunteers to discussion. 12. The meetings of the Supervisory Board can be participated by all members of the Board. The members, which did not take part in meeting upon the request of the Chairman should explain their absence. 13. The all members of the Management Board, employees of the Company or other invited person can participate in the Meeting but without right to vote. 14. After agenda is completed, the chairman closes the meeting The resolutions of the Board are adopted by the absolute majority of votes. 2. In case of equal number of votes on accepting or rejecting the resolution the Chairman has the casting vote. 3. The voting is open. In personal matters and upon the request only one of the members of the Board the voting can be secret The minutes is taken from the meeting of the Supervisory Board. The minutes should include: 1) current number and the fiscal year of the Company it concerns, 2) date of the meeting; 3) place of the meeting; 4) Names of the members of the Supervisory Board who are present at the meeting (if during the meeting the content of members is changed this fact should be noted); 5) statement that all members of the Board were notified in the proper manner and the meeting is participated by the required number of the members and due to this it is legal and capable to adopt any resolutions; 6) agenda pursuant to the notification on the meeting;

5 7) resolution on accepting the final agenda; 8) course of discussion in the particular agenda s items; 9) Opinions and resolutions adopted in the particulars items of agenda; 10) Statement concerning the votes given in written with indication of the member by whom this vote was given; 11) Votes given by the communication at the distance with specifying such means; 12) statement on completing the agenda; 13) signatures of all persons present at the meeting. 2. The resolution should include: a. current number slashed the fiscal year when it was adopted; b. description the issue; c. legal base; d. Resolution complying with the actual legal and facts of the issue; e. votes given pro, restrained and contrary the resolution; f. separated sentence with the explanation of the member who voted contrary the resolution. g. The Chairman of the Supervisory Board or the Deputy-Chairman of the Supervisory Board or two members of the Supervisory Board undersign the resolution. 3. The minutes should be accompanied by the notifications of the members of the Board and the substantive materials being the base of decisions taken at the meeting. 4. The minutess from the meetings are gathered in the minutes record and are kept in the seat office of the Company The records of supervising activity of the Board and managing records concerning the meetings of the Supervisory Board are kept by the Manager of the Management Board s Office. 2. The administrative and office services of the Board are conducted by the Company. 3. The Board s cost of operation are borne by the Company.

6 13 In matters not regulated by these Regulations the provisions of the Articles of Association and the Commercial Companies Code shall apply. 14 Accepting the Regulations require the unanimous resolution of the Supervisory Board. 15 This Regulations come into force as of the date of adopting the resolution of the Supervisory Board on 24 th February 2007.