LegalPCF Group
PCF Group Draft Resolutions for Extraordinary General Meeting 2023
13 Nov 20234 pages~7 min full read
Effective 1 January 2024, PCF Group S.A. has implemented a new remuneration structure for its supervisory board and audit committee, replacing the previous 2020 compensation model.
The supervisory board chair will receive a monthly fee of 3,000 zł, while other board members are set at 2,500 zł, with an additional 1,500 zł allowance per meeting.
Audit committee compensation is set at 2,000 zł per month for the chair and members with accounting expertise, with other members receiving 1,500 zł plus a 2,000 zł per-meeting supplement.
The compensation increases are justified by the company's rapid growth over the last three years and the expansion of supervisory board responsibilities under recent amendments to the Polish Commercial Companies Code.
The 11 December 2023 extraordinary general meeting in Warsaw confirmed the adoption of these governance updates and formalised meeting procedures, including the use of an electronic voting system in lieu of a scrutiny commission.
The extraordinary general meeting of PCF Group S.A., convened in Warsaw on 11 December 2023, adopts a series of corporate‑governance resolutions aimed at formalising the meeting’s conduct and updating remuneration structures for senior oversight bodies. The agenda confirms the election of a meeting chair, the decision to forego a separate scrutiny commission because an electronic voting system is in place, and the formal adoption of the meeting programme, which enumerates six items ranging from opening statements to the closure of the session.
Two principal remuneration resolutions replace the 2020 decisions that had set compensation for the supervisory board and its audit committee. Effective 1 January 2024, the supervisory board chair will receive a monthly fee of 3 000 zł, other board members 2 500 zł, plus a 1 500 zł per‑meeting allowance; proportional payments apply for partial months. The audit committee’s chair and members with accounting expertise will each be paid 2 000 zł per month, while other committee members receive 1 500 zł, supplemented by a 2 000 zł per‑meeting supplement, also prorated for incomplete months.
The resolutions justify the increases by citing the company’s rapid growth over the past three years and recent amendments to the Polish Commercial Companies Code that expand supervisory board responsibilities. By aligning compensation with heightened workload and broader statutory duties, the board seeks to ensure appropriate incentives and compliance with evolving regulatory expectations. All changes take immediate effect upon adoption, superseding the earlier 2020 remuneration resolutions.
