GENERAL PROVISIONS

 

§ 1

The present Rules of Procedure shall specify the organization and means of operation of the Management Board of BUDVAR Centrum Spółka Akcyjna hereinafter referred to as the "Company".

 

COMPOSITION OF THE MANAGEMENT BOARD

 

§ 2

The Management Board shall be comprised of one or more members including a President and vice-Presidents appointed by the Supervisory Board for the common term of office.

 

DUTIES OF THE MEMBERS OF THE MANAGEMENT BOARD

 

§ 3

1. Member of the Management Board should remain loyal to the Company and refrain from actions that could exclusively lead to realization of own financial profits. In the case of obtaining information about the possibility of making investments or other profitable transactions regarding the Company scope of activities, the member of the Management Board should immediately submit such information to the Management Board in order to consider the possibility of its implementation by the Company. Using such information by the member of the Management Board or passing it to a third person may be performed only with the Management Board consent and only when it shall not negatively influence the Company interests.
2. Member of the Management Board during his term of office cannot own stocks, shares or any other titles of participation in companies competitive with the Company or any other affiliated company. The member of the Management Board shall be obliged to inform the Supervisory Board about his titles of participation owned by him or entities affiliated with him in competitive companies.
3. Member of the Management Board should treat the Company or dominant or subsidiary companies' shares owned by him as a long-term investment.
4. Member of the Management Board should inform the Management Board about every conflict of interests with regard to his function or about such possibility and refrain from speaking during discussions and from voting upon a resolution regarding the issue the conflict of interests shall regard.
5. While performing his function and conducting the Company activities, every member of the Management Board should make best use of his qualifications and powers.
6. Members of the Management Board should attend the session of the General Meeting in the composition enabling giving relevant answers to questions posed during the General Meeting.

 

PERFORMANCE OF MANAGEMENT DUTIES

 

§ 4

1. The Management Board with regard to the Company interests shall specify the strategy and main aims of the Company activities and submit them to the Supervisory Board and shall be responsible for their implementation and realization. The Management Board shall take care about the clarity and effectiveness of the Company management system and conduct its activities according to the law and good practice.
2. While taking decisions regarding the Company, the Members of the Management Board should act within the limits of justified economic risk i.e. having analyzed all information, analyses and opinions that in the Management Board reasonable estimation should be taken into consideration in a given case with regard to the Company interests. While determining the Company interests, the interests of the stockholders, debtors, employees of the Company, other entities and persons cooperating with the Company within the scope of its business activities and also the interests of local society should be taken into account with long-term perspective.
3. While concluding transactions with the stockholders and other persons whose interests influence the Company interests, the Management Board should act with due diligence so that the transactions were concluded on market conditions.
4. Acquisition of own shares by the Company should be performed so that no group of stockholders was privileged.

 

§ 5

1. The following issues require in particular a resolution of the Management Board:
   1. the Company development strategy;
   2. the Company economic and financial plans, sales and investment plans;
   3. the Company assumptions and principles of hr and pay policy;
   4. the Company organizational structure;
   5. incurring liabilities or adopting a regulation of which amount on the basis of one or more connected legal action shall exceed 5% of the Company equity capital according to its last financial statement announced to the public;
   6. determination of rules of procedure and other internal normative acts of the Company;
      taking up, acquiring or disposing of shares or stocks in other companies and also joining a civil law partnership;
   7. acquiring and disposing of real property of perpetual usufruct or shares in real property;
      obtaining an analysis or opinion after reimbursing the cost of its preparation;
   8. internal division of work and responsibilities of the members of the Management Board;
   9. issues of which course according to the justified assessment of the members of the Board may result in significant risk to the Company.
2. The Management Board shall be obliged to submit a plan to the Supervisory Board until 15 December at the latest including:
   1. the plan of investment projects,
   2. financial plan,
   3. marketing and sales plan.

 

§ 6

1. With reservation of § 4, the members of the Management Board shall be entitled to, obliged and responsible for the individual conduct of the Company business activities included in their scope of responsibilities specified in the  internal division (operational management board).
2. Internal division of duties and responsibilities of the members of the Management Board shall result from the Company organizational chart and involve the list constituting appendix no. 1 to the present rules of procedure.
3. Every member of the Management Board within the scope of supervision of the assigned department shall be obliged to prepare drafts of relevant parts of the Company strategy, assumptions and hr as well as pay policy, economic and financial plans, sales and investment plans.

 

§ 7

1. Member of the Management Board in a situation when he shall find it necessary, shall be entitled to undertake individual actions and to give business orders to the employees of the department that he shall not supervise directly, within the scope of occupational health and safety and the necessity to provide security to the Company property.
2. Every member of the Management Board shall be entitled to acquire information about actions taken within the Company by other members of the Management Board and by employees of his departments. Entitlement to acquire information shall also involve obligating other member of the Management Board to submit information in writing within the scope of activities undertaken by him if the oral explanation shall be considered as unsatisfactory.
3. Member of the Management Board shall be entitled to supervise individually and via authorized persons the Company activities including departments that he shall not be directly in charge of.
4. Member of the Management Board giving an order regarding the work in the department he shall not be in charge of, shall be responsible for informing the member of the Management Board supervising this department about giving such instruction.
5. Member of the Management Board shall be entitled to individually apply to the person who shall be in charge of legal services for issuing a legal opinion in writing or giving legal advice on an issue requiring interpretation of regulations governing the relevant scope of activities of the Company.

 

§ 8

1. In the case of difficulties while performing his duties, the member of the Management Board shall be obliged to immediately inform about them the President of the Management Board. The President of the Board shall decide who among the remaining members of the Management Board shall perform those duties as a replacement.
2. In the case when none of the members of the Management Board shall be able to perform their duties, each of them, within available possibilities shall be obliged to immediately report to the Supervisory Board to delegate a member of the Supervisory Board for temporary performance of activities of the member of the Management Board.

 

§ 9

1. The President of the Management Board or a member appointed by the President shall be obliged to immediately read the correspondence delivered to the Company and decree to the relevant organizational units giving the date and signature.
2. Members of the Management Board shall liaise constantly and agree upon issues requiring consultation. Regarding the Company issues of significant importance, member of the Management Board should inform other members of the Management Board in writing.
3. Written information sent via electronic mail with delivery confirmation shall be considered as read.

 

MEETINGS

 

§ 10

1. 1.Meetings of the Management Board should be held at least once a month.
2. Meetings shall be convened and presided over by the President of the Management Board or a member of the Management Board appointed by the President. In urgent matters, the meeting of the Management Board may be also convened by a member of the Management Board who is not the President in case of difficulties in performing the duties by the President of the Management Board.
3. Meetings shall be convened in writing with at least 24-hour prior notice by giving the date, time and agenda.
4. Meetings of the Management Board may be held without formal notice if no member of the Management Board shall appeal against holding the meeting or the agenda.
5. Minutes shall be drawn up of the meetings of the Management Board.
6. Minutes shall be signed by all members of the Management Board that shall be present at the meeting or who shall vote upon a resolution.

 

ADOPTING RESOLUTIONS

 

§ 11

1. During the meeting of the Management Board, resolutions shall be adopted with the ordinary majority of votes and the presence of at least half of the members of the Management Board. In the case of equal number of votes, the President of the Management Board shall have the decisive vote.
2. Voting shall be open.
3. The Management Board may adept resolution also by circulation. Voting by circulation may be ordered by the President of the Board.
4. Resolution drafts adopted by circulation shall be submitted for signing to all members of the Board by the President of the Management Board and in case of his absence by one of vice-Presidents.
5. Resolution shall be adopted by circulation when all members of the Management Board shall sign under the content of the resolution written on one or two copies or more.

 

§12

Member of the Management Board who shall be against the adoption of a resolution shall be entitled to express his position in the form of a different opinion filed in the minutes of a meeting or resolution or reporting it in the form of a separate document.

 

WORKING TIME, REMUNERATION

 

§ 13

1. 1.The working time of the members of the Management Board shall be specified by the scope of their tasks.
2. Leaves of absence shall be determined by the members of the Management Board between themselves under the supervision of the President of the Management Board.
3. The total amount of remuneration of all and also individual of each member of the Management Board with the division into its individual elements should be disclosed in the annual report with information about procedures and principles for its determination. If the amount of remuneration of individual members of the Management Board shall significantly differ it shall be recommended to publish a relevant explanation.

 

FINAL PROVISIONS

 

§14

Having finished holding the function of a member of the management board, the member of the Management Board shall be obliged to submit a report and all documents and data regarding the Company and its affairs.

 

§ 15

1. 1.The Company Articles of Association, basic internal regulations, information and documents related to the general meetings and also financial statements shall be made available by the Management Board in the Company registered office and on its website.
2. The Company should have relevant procedures and principles regarding contacts with the media and information policy ensuring coherent and reliable information   about the Company.
3. The President of the Management Board shall be firstly entitled and obliged to liaise with the media and provide information to the authorities and institutions.
4. The Management Board within the scope compliant with the legal regulations and taking into account the Company interests, shall provide information to the media representatives regarding the current affairs of the Company, economic situation of the enterprise and also shall enable them to participate in general meetings.
5. The Management Board should announce to the public in annual report a declaration about implementation of the corporate governance principles. In the case of departure from implementing those principles, the Management Board should also justify this fact to the public.

 

§ 16

Issues not covered by the present rules of procedure shall be governed by applicable legal regulations, the Company Articles of Association and the resolution of the Supervisory Board and the General Meeting.

 

§ 17

The present rules of procedure shall become valid on the day of their adoption by the Management Board.