Pursuant to the provisions of the Rules of the Supervisory Board, the following permanent committees operate within the Supervisory Board:
- The Audit Committee
- Nominations and Remuneration Committee
The committee consists of at least three members appointed by the Supervisory Board from among its members for a period corresponding to the length of the Board's term. The members of the committee elect a chairman of the committee from among their number. The chairman of the committee directs and supervises the committee's work, particularly the organisation and procedure of committee meetings. The Chairman of the Supervisory Board may be a member of the Board's Committees but may not act as the Chairman of the Audit Committee.
Committees' personal composition
As at the date of preparation of this Report, i.e. 20 March 2015, the Audit Committee and Nominations and Remuneration Committee operate in the following composition:
Audit Committee Name Position Małgorzata Niezgoda
Nominations and Remuneration Committee Name Position Michał Kowalewski
Audit Committee operations
The detailed description of the Audit Committee's competences is contained in the Act of 7 May 2009 on certified auditors and their self-governing body, entities authorised to audit financial statements and on the public supervision, and the Rules of the Supervisory Board of Enea SA.
Particular aspects of operations of the Audit Committee:
- the Chairman of the committee directs and supervises the committee's work, particularly the organisation and procedure of committee meetings. Committee resolutions are adopted at meetings or remotely using means of direct remote communication
- the chairman of the committee submits resolutions, motions and reports on matters on the Board's agenda to the Supervisory Board, as well as other motions, including motions regarding the need to draw up an expert opinion or an opinion concerning the scope of the committee's tasks for the needs of the committee or employ an adviser
- advising the Board regarding the internal policy and budget procedures adopted by the Company and inspecting them and advising on the Company's contacts with the certified auditor
Nominations and Remuneration Committee operations
The Nominations and Remuneration Committee should be composed of at least one independent member in the meaning of the European Commission's recommendation, but in the case of nomination to the Board of more than one person fulfilling the above independence criteria, the committee should be composed of possibly the largest number of independent members.
The task of the Nominations and Remuneration Committee is to promote the achievement of the Company's strategic objectives by presenting opinions and motions to the Board regarding the structure of employment and the remuneration paid to the Company's personnel, particularly management personnel.
The description of the Nominations and Remuneration Committee's tasks was specified in the Rules of the Supervisory Board of Enea SA Particular aspects of operations of the Nominations and Remuneration Committee include:
- analysing Management Board's policy concerning the nomination, election and appointment of senior managerial personnel
- presenting proposals to the Board relating to the remuneration and forms of employment of members of the Management Board, taking into account their previous achievements
- presenting opinions to the Supervisory Board on the justification for awarding performance-based remuneration and on incentives based on realisation of tasks and goals of the Company and proposals in that respect
Operations of Committees in 2014
The Audit Committee held 7 meetings and adopted 13 Resolutions regarding:
- positive assessment of the Annual Audit Plan for 2015 for Enea Group and Budget of the Audit Management Department for 2015
- positive assessment of methods for auditing financial statements of the Company for the financial year 2013
- acceptance and presentation to the Supervisory Board of Report of the Audit Committee of the Supervisory Board of Enea SA on operations in 2013 and Report of the Audit Committee of the Supervisory Board of Enea SA on operations in H1 2014
- approval of the recommendation for the Supervisory Board of Enea SA regarding the selection of KPMG Audyt sp. z o.o. as a certified auditor for Enea SA for 2015-2017
- positive assessment of the audit methods of the Condensed semi-annual non-consolidated financial statement for the period from 1 January to 31 March 2014 and Condensed semi-annual consolidated financial statements for the period from 1 January to 31 March 2014
- acceptance and submission of reports to the Supervisory Board of Enea SA from performed audits
The Nominations and Remuneration Committee
The Nominations and Remuneration Committee held 3 meetings and adopted 6 Resolutions. The subject matter of the meetings of the Committee was e.g. development of a recommendation for the Supervisory Board regarding:
- approval of Enea SA's Members of the Board KPI ratios for 2014 and conclusion of annexes to the Service Agreements - managerial contracts with Members of the Board of Enea SA
- confirmation of the realisation of Enea SA's Members of the Board KPI ratios for 2013 financial year