Remuneration and Nomination Committee

The Remuneration and Nomination Committee is responsible for:
  • appointing the Chairman of the Remuneration and Nomination Committee,
  • indicating and appointing candidates for vacancies in the Supervisory Board. To do this the Remuneration and Nomination Committee should evaluate the balance of skills, knowledge, and competences of the Supervisory Board, define the scope of responsibilities and expectations concerning a candidate and approximately assess the work time,
  • periodic evaluation of the structure, number of members, composition, and results of work of the Supervisory Board and recommending changes to the Supervisory Board,
  • periodic evaluation of the skills, knowledge, and experience of particular members of the Board of Directors and the Supervisory Board and presenting the conclusions of such an evaluation to the Supervisory Board,
  • consideration of issues related to planning of representation,
  • presenting proposals on the principles of remunerating members of the Board of Directors and the Supervisory Board. Such rules should define all forms of remuneration, in particular basic salary, performance bonuses, retirement scheme, and benefits.  Proposals concerning performance bonuses should be accompanied with recommendations pertaining to aims and criteria of assessment so that remunerations of such persons are adjusted to long-term interests of shareholders and the aims defined by the Supervisory Board for the Company;
  • presenting proposals on the principles of remunerations for the members of the Board that are delegated to perform permanent supervisory activities,
  • presenting to the Supervisory Board proposals on remuneration of particular members of the Board of Directors and the Supervisory Board ensuring the consistency thereof with remuneration principles adopted by the Company and the evaluation of performance of such persons;
  • presenting to the Supervisory Board proposals on adequate contract drafts with the members of the Board of Directors and the Supervisory Board;
  • monitoring the level and structure of remuneration of the Company’s officers based on the information submitted by the Board of Directors.
  • discussing general principles for the accomplishment of any motivation programs based on shares, in particular share options, submitting to the Supervisory Board proposals pertaining thereof, and drawing up annual reports on its activities,
  • reviewing information on share options included in the annual report and submitted to the General Shareholders Meeting, depending on the situation,
  • submitting to the Supervisory Board proposals on the selection between granting a share subscription option and share purchase option with justification of the selection made,
  • elaborating written annual reports on its activities,
  • evaluating human management system in the Company

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