LegalPCF Group
Regulamin Rady Nadzorczej: PCF Group Spółka Akcyjna z siedzibą w Warszawie
1 Jun 20229 pages~16 min full read
The Supervisory Board of PCF Group S.A. is a permanent oversight body mandated to evaluate internal controls, risk management, compliance, and diversity policies in an annual report for the General Meeting.
The board must establish an Audit Committee consisting of at least three members, with a majority—including the Chairperson—required to be independent and possess specific expertise in accounting or the industry.
Board members are legally obligated to disclose any ties to shareholders holding at least 5% of voting rights and must declare all conflicts of interest, abstaining from voting on related matters.
The board is required to meet at least once per quarter, with resolutions passed by an absolute majority and the Chairperson holding the tie-breaking vote in the event of a deadlock.
Meetings may be conducted via remote communication tools provided that real-time identification and participation of all members are guaranteed.
All administrative costs and operational support required for the Supervisory Board’s activities are fully funded by PCF Group S.A.
This document establishes the formal regulations governing the organization and operations of the Supervisory Board of PCF Group Spółka Akcyjna, a Warsaw-based public company. It defines the board as a permanent supervisory body acting under the Polish Commercial Companies Code and the company’s statutes. The regulations outline the legal framework for board appointments, the personal performance of duties, and the requirement for members to maintain professional diligence while prioritizing the company's interests and financial stability.
Key provisions detail the board's extensive oversight competencies, including the mandatory preparation of an annual report for the General Meeting. This report must evaluate internal controls, risk management, compliance, and diversity policies, while also disclosing the independence of members and any significant ties to major shareholders (those holding at least 5% of votes). The regulations impose strict ethical standards, requiring members to disclose conflicts of interest, refrain from voting on such matters, and maintain confidentiality regarding board proceedings.
Procedural rules specify that the board must meet at least once per quarter. Meetings can be conducted in person or via remote communication tools, provided real-time identification and participation are guaranteed. Resolutions are passed by an absolute majority, with the Chairperson holding a tie-breaking vote. The document also mandates the formation of an Audit Committee, requiring at least three members, the majority of whom—including the Chairperson—must be independent and possess relevant expertise in accounting or the company's specific industry. Administrative costs and support for the board's activities are borne entirely by the company.
