Legal

Regulamin Rady Nadzorczej: PCF Group S.A.

28 June 20229 pages3,545 words

Summary

The Supervisory Board Regulations of PCF Group S.A., adopted by the General Meeting on June 28, 2022, establish the organizational framework and operational procedures for the company’s oversight body. Operating under the Polish Commercial Companies Code and the company’s Articles of Association, the Board is tasked with continuous supervision of all areas of the company's activities. The scope of the document covers the internal governance, composition, and specific duties of Board members within the context of a publicly traded entity on the Warsaw Stock Exchange. Key findings detail the Board's reporting obligations, which include submitting an annual report to the General Meeting. This report must evaluate the company’s consolidated standing, internal control systems, risk management, and compliance functions. Furthermore, the Board is required to assess the company’s adherence to corporate governance principles and diversity policies, specifically regarding gender, education, and professional experience. Board members are held to a professional standard of care and must disclose any conflicts of interest or significant ties to shareholders holding at least 5% of total votes. Procedural rules stipulate that the Board must meet at least once per quarter. Meetings can be conducted in person, via remote communication, or through written circulation. Resolutions are passed by an absolute majority of votes, with the Chairperson holding a tie-breaking vote. The regulations also mandate the formation of an Audit Committee, consisting of at least three members, the majority of whom—including the Chairperson—must meet statutory independence and competency requirements in accounting or auditing. While the Audit Committee is mandatory, the Board retains the authority to establish additional specialized committees, such as those for nominations and remunerations.

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