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Supervisory Board

bip.gov.pl

The Supervisory Board of ŁSSE S.A. is composed of:

Piotr Adamczewski – Deputy Chair of the Supervisory Board, representative of the Office of Competition and Consumer Protection,

Łukasz Dziekoński – Secretary of the Supervisory Board, representative of the City of Łódź,

Romuald Bosakowski – Member of the Supervisory Board, representative of the Minister of State Assets.

The Supervisory Board is responsible for:

  1. assessing the report of the Management Board on the activity of the Company and the financial statements for the previous financial year, as to whether they agree with the books, the documents and the facts. This also covers the consolidated financial statements, where these are prepared,
  2. assessing the proposals of the Management Board on the distribution of profit or the coverage of loss,
  3. submitting to the General Meeting an annual written report for the previous financial year, prepared in accordance with art. 382 § 31 of the Commercial Companies Code,
  4. choosing the audit firm that audits the financial statements,
  5. setting the scope of, and the deadlines for, the annual operating and financial plans and the multi-year strategic plans the Management Board submits,
  6. giving an opinion on the multi-year strategic plans of the Company,
  7. giving an opinion on the annual operating and financial plans,
  8. giving an opinion on the rules of the special economic zone prepared by the Management Board,
  9. adopting the rules that set out in detail how the Supervisory Board works,
  10. adopting the consolidated text of the Statute of the Company prepared by the Management Board,
  11. approving the rules of procedure of the Management Board,
  12. giving an opinion on the organisational rules of the Company’s enterprise,
  13. supervising how the resolutions of the General Meeting on the disposal and acquisition of property are carried out,
  14. giving an opinion on the annual report of the Management Board on representation expenses and on spending on legal services, marketing services, public relations and social communication services and management consultancy services, and on the report on the application of the good practices referred to in art. 7(3)(2) of the Act of 16 December 2016 on the rules of managing state property.

The Supervisory Board also gives the Management Board its consent to:

  1. the choice of a buyer, lessee or tenant of a particular property, right of perpetual usufruct, or share in a property or in a right of perpetual usufruct of the Company, and the material terms of such a transaction,
  2. the disposal of fixed assets within the meaning of the Accounting Act of 29 September 1994 (Dz. U. of 2016 item 1047, as amended) classified as intangible assets, tangible fixed assets or long-term investments, including their contribution to a company or a cooperative, where the market value of those assets is above PLN 120,000.00 and is not above, or is equal to, 2% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the last approved financial statements, and also making those assets available to another party for more than 180 days in a calendar year under a legal act, where the market value of the subject of that act is above PLN 120,000.00 and is not above, or is equal to, 2% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the last approved financial statements, it being understood that, for making assets available in the case of:
    a) tenancy, lease and other agreements under which an asset is made available to another party for consideration – the market value of the subject of the legal act means the value of the consideration for:
    – one year – where the asset was made available under an agreement concluded for an indefinite term,
    – the whole term of the agreement – in the case of agreements concluded for a fixed term,
    b) loan-for-use agreements and other agreements under which an asset is made available to another party free of charge – the market value of the subject of the legal act means the equivalent of the consideration that would be due had a tenancy or lease agreement been concluded, for:
    – one year – where the asset is made available under an agreement concluded for an indefinite term, the whole term of the agreement – in the case of agreements concluded for a fixed term, subject to § 44(3)(3) of the Company’s Statute,
  3. the acquisition of fixed assets within the meaning of the Accounting Act of 29 September 1994 with a value above PLN 120,000.00 or 0.5% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the last approved financial statements, and not above or equal to PLN 200,000.00 or 2% of total assets, subject to § 44(3)(4) of the Company’s Statute,
  4. entering into a donation agreement or another agreement with a similar effect with a value above PLN 20,000.00 or 0.1% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the last approved financial statements,
  5. entering into a debt release agreement or another agreement with a similar effect with a value above PLN 50,000.00 or 0.1% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the last approved financial statements,
  6. entering into an agreement for legal services, marketing services, public relations and social communication services or management consultancy services, where the remuneration for the services under that agreement, together with other agreements concluded with the same party, is above PLN 200,000.00 net per year or where no maximum remuneration is set, and to any amendment of such agreements that raises the remuneration above PLN 200,000.00 net,
  7. taking up, acquiring or disposing of shares in another company, subject to § 44(3)(5) of the Company’s Statute,
  8. the assumption of contingent liabilities, including guarantees and sureties granted by the Company with a value above PLN 120,000.00,
  9. the issue of promissory notes,
  10. permission to create branches and subsidiaries.

The Supervisory Board is also responsible, in particular, for:

  1. appointing and dismissing the members of the Management Board,
  2. proposing the rules of remuneration and the level of remuneration for the members of the Management Board,
  3. suspending members of the Management Board for good cause,
  4. delegating members of the Supervisory Board to carry out temporarily the duties of members of the Management Board who are unable to perform them,
  5. consenting to the creation of branches of the Company abroad,
  6. consenting to members of the Management Board holding positions in the bodies of other companies.
  7. choosing the adviser to the Supervisory Board and representing the Company in the agreement with that adviser.
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