ENEA Capital Group
CSR Report 2012
Corporate governance
ENEA S.A. manages all the companies that are part of the ENEA Capital Group. The Company is listed on the Warsaw Stock Exchange, and its main shareholder is the State Treasury, which holds a 51.51% stake in the Company.
The Company is managed by the Management Board, whose members are appointed for a joint three-year term. The Supervisory Board is the supervisory body.
The Management Board
The Management Board is responsible for coordinating issues related to the overall activities of the Company and the Capital Group. Evaluation of the Management Board members depends on the financial performance of the ENEA Capital Group as well as the level of implementation of the corporate strategy of ENEA Capital Group.
- Krzysztof Zamasz – President of the Management Board
- Dalida Gepfert- Member of the Management Board for Financial Affairs
- Grzegorz Kinelski - Member of the Management Board for Commercial Affairs
- Paweł Orlof - Member of the Management Board for Corporate Affairs
(as at 28.10.2013)
The Supervisory Board
The Supervisory Board of ENEA S.A. is responsible for supervising the Company’s operations in all areas of business activity. The Management Board, among others, assess the Report of the Management Board on the Company’s operations and submits an annual report on the evaluation to the General Meeting of Shareholders. According to the Statute of ENEA S.A. The Supervisory Board may consist of 6 to 15 members appointed by the General Meeting, the Company's employees and the State Treasury - the main shareholder of ENEA S.A.
- Wojciech ChmielewskiChairman
- Jeremi MordasewiczVice-chairman
- Michał KowalewskiSecretary
- Sławomir BrzezińskiMember
- Przemysław ŁyczyńskiMember
- Sandra MalinowskaMember
- Tadeusz MikłoszMember
- Małgorzata NiezgodaMember
- Torbjörn WahlborgMember
(as at 28.10.2013)
Duties, powers and rules of the Management Board and the Supervisory Board are primarily defined in:
- Code of Commercial Companies
- Statute of ENEA S.A.
- Rules of the Management Board of ENEA S.A.
- Rules of the Supervisory Board of ENEA S.A.in Poznań
- ENEA S.A. include in its business principles rules of corporate governance as attachment to Resolution No. 20/1287/2011 of the Warsaw Stock Exchange on 19 October 2011, as amended. d., under the name of Best Practices for WSE Listed Companies.
Changes in the composition of the Management Board and the Supervisory Board in 2012
In 2012, changes in the composition of the ENEA S.A. Management Board and Supervisory Board took place. On 1 January 2012, the Management Board of ENEA S.A. consisted of the following persons:
- Maciej Owczarek - President of the Management Board,
- Hubert Rozpędek - Member of the Management Board of Economic Affairs,
- Krzysztof Zborowski – Member of the Management Board for Generation.
As a result of a dismissal and resignation of individual members of the Management Board, the composition of this body in 2012 and in the beginning of 2013 has changed.
As at 1 January 2012, the Supervisory Board of ENEA S.A., VII term of office consisted of nine members:
- Wojciech Chmielewski - Chairman of the Supervisory Board,
- Jeremi Mordasewicz,
- Michał Kowalewski,
- Małgorzata Aniołek,
- Agnieszka Mańkowska,
- Tadeusz Dachowski,
- Paweł Lisiewicz,
- Mieczysław Pluciński,
- Graham Wood.
During 2012 Mr Sławomir Brzeziński was appointed to the Supervisory Board. In addition, VIII term of office of the Supervisory Board began in mid-year. It’s composition was expanded to 10 persons.