Regulations of the Management Board of Izostal S.A.
I General provisions
These regulations shall specify the principles and procedure of operations and organization of the Management Board of IZOSTAL Spółka Akcyjna in Kolonowskie.
The Management Board shall function in line with the provisions of the Commercial Companies Code, Company Articles, these Regulations, good practices of the companies listed in the Warsaw Stock Exchange and effective legal regulations.
The following terms used in the regulations have the meaning given below:
1. Regulations of the Management Board, Regulations – these regulations of the management board of IZOSTAL S.A.
2. Articles – articles of Izostal S.A.
3. Company - IZOSTAL S.A.
4. Management Board – management board of Izostal S.A.
5. Supervisory Board – supervisory board of Izostal S.A.
6. General Meeting - general meeting of IZOSTAL S.A.
7. Management Board President – management board president of Izostal S.A.
8. Management Board Vice-President – management board vice-president of Izostal S.A.
II. Composition, term of office
1. The Management Board shall be composed of two to four persons appointed for a joint term of office of three years.
2. The Management Board shall be appointed by the Supervisory Board by an absolute majority of votes. One of the appointed Management Board Members shall be entrusted by the Supervisory Board with the function of Management Board President, and at least one of the Management Board Members shall be entrusted with the function of Management Board Vice-President.
3. The number of Management Board members in a given term of office shall be determined by the Supervisory Board. The Supervisory Board may increase or decrease the number of Management Board members in a given term of office.
4. The Supervisory Board may recall the Management Board President / Vice-President from the function held keeping them in the composition of the Management Board and at the same time entrust another Management Board Member with the function of Management Board President / Vice-President.
5. A mandate of a Management Board member appointed prior to the lapse of a term of office of a given Management Board shall expire once a mandate of the other Management Board members expires.
III. Scope and principles of Management Board activity
1. The Company Management Board shall manage Company activity and represent it in relations with the outside world.
2. The scope of Management Board's activity shall include any and all matters related to Company management and not reserved for the competences of the General Meeting or the Supervisory Board under the commonly effective legal regulations and Company Articles.
1. Management Board President shall manage the works of the Management Board, specifically coordinate, supervise and organize the work of the other Management Board Members.
2. For ordinary management matters each Management Board Member may run Company affairs on their own.
3. For matters outside ordinary Company activity and related to management of its enterprise it is necessary to adopt a resolution of the Management Board.
4. The Management Board shall take a decision in the form of a resolution also if even one Management Board member so requires.
5. The Management Board shall adopt resolutions, specifically on the following matters:
1) reports, motions and other matters submitted with the Supervisory Board and General Meeting,
2) appointment of an authorized attorney and award of powers of attorney,
3) convening Annual and Extraordinary General Meetings by the Management Board itself or upon written request from the Supervisory Board or other entities authorized under respective legal regulations or provisions of the Articles and determining the agenda of the General Meeting,
5) sale of property,
6) internal legal acts.
1. While taking decisions on Company matters, Management Board members shall act within the limits of reasonable business risk, that is after examination of all the information, analyzes and opinions which in the assessment of the Management Board shall be considered in a given case to the interest of the Company.
2. On determining Company's interest, the long-term interest of shareholders, creditors, Company employees and other entities and persons cooperating with the company in scope of its business, as well as local community interest shall be taken into consideration.
3. While effecting transactions with shareholders and other persons whose interest may have influence on the Company’s interest, the Company Management Board shall exercise due care to have the transactions realized on arm's length conditions.
The Management Board shall administer the Company’s website and, in addition to the information required by the legal regulations, post there at least the following information:
1) basic corporate documents, specifically articles and regulations of Company authorities,
2) curricula vitae of the members of Company authorities,
3) current and periodic reports.
1. The following people shall be authorized to make statements of intent and sign documents on behalf of the Company, including an authorization to incur obligations on behalf of the Company:
1) two Management Board members jointly or
2) Management Board member with an authorized attorney.
2. Statements addressed to the Company or letters shall be effective when done with one Management Board member or authorized attorney
IV. Management Board meetings
1. Management Board meetings shall be the forum for discussion of current company affairs. Furthermore, Management Board meetings shall also deal with the matters which require a decision in the form of Management Board resolution, as well as matters considered untypical or significant by Management Board members.
2. Management Board meetings shall be held on the dates agreed on an ongoing basis, as necessary.
3. Management Board meetings shall be held in the Company’s seat or outside.
1. For validity of Management Board resolutions it is required to inform all the Management Board members about the meeting.
2. Management Board meetings shall be convened by Management Board President on their own or upon request of another Management Board member.
3. Such notification shall be made 48 hour prior to the meeting at the latest, subject to cl. 5 hereunder. The notification shall specify the date, time and place of the meeting, as well as the agenda of the meeting.
4. It is permitted to make such notification by electronic mail, phone, fax or other means of remote communication.
5. For urgent, sudden or other specific circumstances, Management Board meeting may be held without observance of the requirement specified in items 3 and 4. Management Board Meeting shall be valid if the following requirements are met jointly:
1) all the Management Board members are present in the meeting,
2) none of Management Board members objects to holding a Management Board meeting,
3) none of Management Board members objects to the agenda proposed by one of Management Board members.
1. Management Board resolutions shall be adopted by an ordinary majority of votes. Should there be a tie, Management Board President shall have a casting vote.
2. Management Board resolutions may also be adopted:
a) via means of remote communication (conference call, video conference, tax) or by circulation (in written form) .
3. Resolutions adopted by circulation (in written form) or via means of remote communication shall be valid if all the Management Board members have been informed on the adoption and content of the resolution in line with the procedure specified in § 11.
1. Management Board members’ participation in Management Board meetings shall be obligatory, and any absence shall be excused properly. Reasons for the absence shall be assessed by Management Board President, and if absent, by a Management Board member substituting the President.
2. Management Board meetings may be attended by persons invited by the Management Board President for advisory purposes.
3. Management Board meetings shall be chaired by Management Board President, and if absent by another Management Board members indicated by the Management Board President and present in the meeting.
1. Any participant of the Management Board meeting shall have the right to present their opinion on the topics mentioned in the agenda and the right to put forward respective motions. Motions may be submitted orally or in writing.
2. Management Board members may introduce to the agenda some matters that have not been foreseen in the agenda subject to the conditions mentioned in paragraph 11 cl. 5.
1. Minutes are kept to record the course of Management Board meetings.
2. Minutes of the meeting shall include the content of the resolution and at least: the date and place of the meeting, agenda, names of Management Board members and other persons present at the meeting, number of votes cast on particular resolutions, dissenting opinions and objections.
3. Minutes of the Management Board meeting shall be kept by one of Management Board members or an appointed person.
4. Minutes shall be signed by all the present Management Board members.
5. Minutes shall have as enclosures resolutions adopted by the Management Board during the meeting, as well as any motions, reports and other materials being debated.
6. Management Board members absent from the meeting shall understand the content of the minutes.
All the matters related to support for the Management Board, keeping a record of resolutions and minutes shall be handled by the Management Board Office.
V. Obligations of the Management Board members
1. Should there arise a conflict of Company interest and interest of a Management Board member, their spouse, relatives (till second-degree relatives) and persons with whom they are personally related, or should there be a potential of such a conflict, a Management Board member shall notify the Management Board and withdraw from discussions and vote on the resolution on the matter where there has been a conflict of interest.
2. Should there come to a situation mentioned under cl.. 1 hereinabove, the Management Board shall inform the Supervisory Board of such a conflict of interest.
1. Without the Company’s consent, a Management Board member may not handle any competitive business or participate in a competitive company as a shareholder of a civil law company, partnership or a member of a body in a capital company, or participate in another competitive legal person as a member of its body. The clause shall also cover holding shares in a competitive capital company.
2. Consent for a Management Board member shall be given by an authority entitled to appoint Management Board members.
1. A Management Board member shall be completely loyal to the Company.
2. A Management Board member shall evade any actions that could only lead to fulfillment of their personal material benefits.
3. Whenever a Management Board member obtains some information on an opportunity to make an investment or to effect another favorable transaction related to the Company objects, they should provide the Management Board with this information forthwith in order to have it considered by the Company. Use of this information by a Management Board member or its transfer to a third party may only take place with approval of the Management Board and only when it does not violate Company interest.
Management Board members should participate in the General Meeting and the members present should be able to give a substantive response to the questions asked during the General Meeting. It is obligatory for the Management Board President to participate in the General Meeting.
VI. Appointment of an authorized attorney and plenipotentiaries
1. Management Board may nominate an authorized attorney - for this purpose a Management Board resolution is necessary.
2. An authorized attorney may be recalled at any time by written statements of intent addressed to the authorized attorney and signed by one Management Board member.
3. Management Board may appoint plenipotentiaries for specific activities - a Management Board resolution shall be required to vest a person with a power of attorney.
4. A power of attorney may be cancelled by written statement addressed to a plenipotentiary and signed in line with the principles of Company representation.
VII. Final provisions
1. These Regulations shall come into force on the day they are approved by the Supervisory Board.
2. Any amendments to the Regulations may be made in line with the same procedure and in the same form as they have been adopted.
3. For matters not governed herein the effective legal regulations shall be applicable.