safety - PKN Orlen

Corporate responsibility report
1.2. The Supervisory Board
The PKN ORLEN Supervisory Board continuously super vises
the Company’s operations in all areas of business. The Supervisory
Board has the powers established in the Polish
Code of Commercial Partnerships and Companies
and the Company’s Articles of Association. Its members
are appointed and dismissed by the General Meeting
of Shareholders in accordance with the Company’s
Articles of Association. The Supervisory Board consists
of 6 to 9 members appointed for a joint term of office.
Individual members of the Supervisory Board,
and the whole Supervisory Board, can be recalled any
time prior to the end of the term of office. The Chair
of the Supervisory Board is appointed and dismissed
by the General Meeting, while the Vice-Chair and the Secretary
are elected by the Super visory Board from among
the rest of its members. The State Treasury is entitled
to appoint and dismiss one member of the Supervisory
Board. This privilege will expire if the State Treasury sells
all the shares held in the Company.
At least two Supervisory Board members must be independent
from the Company and entities closely associated
with the Company. In order to be appointed
to the Supervisory Board, independent members submit
to the Company a written statement confirming that they
meet the criteria established in § 8 (5) of the Company’s
Articles of Association. The Company informs the shareholders
about the current number of independent members
of the Supervisory Board via its website. If the number
of independent members of the Supervisory Board
is smaller than two, the Company’s Management Board
is obliged to immediately convene the General Meeting
of Shareholders in order to change the composition
of the Supervisory Board. Until any changes are made,
the Supervisory Board continues to work in its current
composition. As on December 31, 2010, the PKN ORLEN
Supervisory Board had 4 independent members.
The Supervisory Board has the following standing committees:
Audit Committee, Strategy and Development
Committee, Appointment and Remuneration Committee
and Corporate Governance Committee. 8 members
of those committees are male and 1 is female.
In 2010, the work of the Supervisory Board was managed
by the Chair.
The Supervisory Board is authorised to review all
of the Company’s documents, order the Management
Board and employees to provide reports and explanations,
and inspect the Company’s assets. Moreover, the Supervisory
Board may request the Management Board to prepare
expert opinion or appraisal, or to engage an advisor.
In 2010, the PKN ORLEN Supervisory Board held 11 recorded
meetings and adopted 95 resolutions. Besides,
members of the Supervisory Board attended 12 recor ded
meetings of the Audit Committee, 1 meeting of the Strategy
and Development Committee and 4 meetings
of the Corporate Governance Committee, and 4 meetings
of the Appointment and Remuneration Committee,
of which 1 meeting was held jointly with the Audit
Committee.
In 2010, the PKN ORLEN Supervisory Board had 8 male
members and 1 female member. The age structure was
as follows:
• 30–50 years – 6 persons;
• over 50 years – 3 persons.
In accordance with the Company’s Articles of Association,
the policy of remunerating members of the Supervisory
Board, is determined by the General Meeting. In 2010,
members of the Supervisory Board were remunerated
pursuant to the Resolution of the Extraordinary General
Meeting of Shareholders of 10 January 2001 on changes
in the policy of remunerating members of the Supervisory
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