Remuneration Information • Jun 2, 2023
Remuneration Information
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Pursuant to art. 19, clause 1, item 2 of the Decree of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state, the Management Board of Orange Polska S.A. ("Orange Polska", "the Company") submits drafts of the resolutions to be adopted on the Ordinary Annual General Meeting to be held on 29 June 2023.
| § 1 | ||||||
|---|---|---|---|---|---|---|
| The | Annual | General | Meeting | nominates | Mr/s. | …………………………………………………… |
| as the Chairmen of the Annual General Meeting. | ||||||
| § 2 |
The resolution enters into force upon adoption.
On the basis of art. 53 clause 1 of the Accounting Act and art. 393 item 1, art. 395 § 2 item 1 of the Commercial Companies Code and § 13 item 1 of the Orange Polska S.A. Articles of Association, the following resolution is hereby adopted:
The Annual General Meeting approves the Orange Polska S.A. IFRS financial statements for 2022 which include:
The resolution comes into force on the day of its adoption.
On the basis of art 395 § 2 item 2 of the Commercial Companies Code and § 13 clause 2 of Orange Polska S.A. Articles of Association, the following resolution is hereby adopted:
§ 1
The net income of Orange Polska S.A. for the 2022 financial year of PLN 756,729,492.64 (in words: PLN seven hundred and fifty six million seven hundred and twenty nine thousand four hundred and ninety two 64/100) shall be divided in the following manner:
§ 2
Persons being the Company's shareholders on 12 July 2023 (the Dividend Day) shall be entitled to the dividend.
§ 3
The dividend shall be paid on 20 July 2023.
§ 4
The amounts allocated to the reserve capital, referred to in § 1 point 3 may be distributed as a dividend.
§ 5
The resolution comes into force on the day of its adoption.
On the basis of art 395 § 2 item 2 of the Commercial Companies Code and § 13 clause 2 of Orange Polska S.A. Articles of Association, the following resolution is hereby adopted:
In connection with the takeover in 2022 of TP TelTech sp. z o.o. by Orange Polska S.A. in the mode of art. 492 § 1 point 1 and art. 494 § 1 of the commercial companies code, the following resolution is hereby adopted:
1) the undivided profits amounting to PLN 10,132,884.30 (in words: PLN ten million one hundred and thirty two thousand eight hundred and eighty four 30/100) shall be allocated to:
a) the reserve capital, referred to in § 30 clause 3 of the Articles of Association – PLN 202,657.69 (in words: PLN two hundred and two thousand six hundred and fifty seven 69/100),
b) the reserve capital – PLN 9,930,226.61 (in words: PLN nine million nine hundred and thirty thousand two hundred and twenty six 61/100).
2) the uncovered losses from previous years amounting to PLN 46,469,743.83 (in words: forty six million four hundred and sixty nine thousand seven hundred and forty three 83/100) shall be covered from the reserve capital.
The amounts allocated to the reserve capital, referred to in § 1 point 1b may be distributed as a dividend.
§ 3
The resolution comes into force on the day of its adoption.
On the basis of art. 63c clause 4 of the Accountancy Act and art. 395 § 5 of the Commercial Companies Code, the following resolution is hereby adopted:
§ 1
The Annual General Meeting approves the Management Board's report on the Activity of the Orange Polska Group and Orange Polska S.A. in the 2022 financial year.
§ 2
The resolution comes into force on the day of its adoption.
Resolution no […] of Annual General Meeting of Orange Polska S.A. dated 29 June 2023 on approval of the Orange Polska Group IFRS consolidated financial statements for 2022
On the basis of art. 63c clause 4 of the Accountancy Act and art. 395 § 5 of the Commercial Companies Code the following resolution is hereby adopted:
The Annual General Meeting approves the Orange Polska Group IFRS consolidated financial statements for 2022, which include:
§ 2
The resolution comes into force on the day of its adoption.
The Supervisory Board of the Orange Polska S.A. report for the 2022 financial year is approved.
§ 2
The resolution enters into force upon adoption.
The approval of the performance by Mr/s ………………..……………….…………………….... of his/her duties as the President / a member of the Orange Polska S.A. Management Board in financial year 2022 is granted.
Resolution no […] of Annual General Meeting of Orange Polska S.A. dated 29 June 2023 on granting approval of the performance of duties of the Supervisory Board member of Orange Polska S.A.
§ 1
The approval of the performance by Mr/s. ……………………………………...………….… of his/her duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2022 is granted.
§ 2
The resolution enters into force upon adoption.
Resolution no […] of Annual General Meeting of Orange Polska S.A. dated 29 June 2023 on granting approval of the performance of duties of the Management Board's President/member of TP TelTech sp. z o.o.
§ 1
The approval of the performance by Mr. ………………..……………….…………………….... of his/her duties as the President / a member of the TP TelTech sp. z o.o. Management Board in financial year 2022 is granted.
§ 2
The resolution enters into force upon adoption.
Resolution no […] of Annual General Meeting of Orange Polska S.A. dated 29 June 2023 on granting approval of the performance of duties of the Supervisory Board member of TP TelTech sp. z o.o.
§ 1
The approval of the performance by Mr. ……………………………………...………….… of his/her duties as a member of the TP TelTech sp. z o.o. Supervisory Board in financial year 2022 is granted.
§ 2
The resolution enters into force upon adoption.
Resolution no […] of Annual General Meeting of Orange Polska S.A. dated 29 June 2023
§ 1
A positive opinion on the annual report on remuneration of the Members of the Management Board and Supervisory Board of Orange Polska S.A. in 2022 prepared by the Supervisory Board is expressed.
§ 2
The resolution enters into force upon adoption.
§ 1
The Annual General Meeting of Orange Polska S.A. adopts the amended Remuneration Policy for Members of the Management Board and Supervisory Board of Orange Polska S.A., which constitutes attachment to this resolution.
§ 2
Resolution no. 2 of the Extraordinary General Meeting of Orange Polska S.A. dated 27 August 2020 on the adoption of the Remuneration Policy for Members of the Management Board and Supervisory Board of Orange Polska S.A. is hereby repealed.
This remuneration policy for Members of the Management Board and the Supervisory Board of Orange Polska S.A. (the "Remuneration Policy") supports the implementation of the Company's strategy and the protection of its long-term interests by shaping market-competitive salaries conducive to employment stability in key positions.
In this Remuneration Policy, the notion of Members of the Management Board means both the President of the Management Board and other members of the Management Board, and the notion of Members of the Supervisory Board means both the Chairman of the Supervisory Board and other members of the Supervisory Board, in both cases regardless of functions performed thereby.
In the case of Members of the Management Board, significant components of remuneration depend on the achievement of both short-term and long-term objectives of the Company. The adopted model focuses on and strengthens the involvement of Members of the Management Board in the implementation of the Company's strategy.
The market competitiveness of remuneration for Members of the Management Board and other employees is monitored using the uniform method and data set, ensuring consistency in the planning of remuneration throughout the Company.
The working conditions and salary of the Company's employees reporting to a given Member of the Management Board and the scope of tasks performed by these employees are taken into account when determining the remuneration of Members of the Management Board, as well as they are taken into account in determining the targets which the variable remuneration component depends on. Some of objectives on whose implementation the payment of the variable remuneration component depends may be identical or similar for Members of the Management Board and for employees holding key positions in the Company.
Some of the remuneration elements to which Members of the Supervisory Board employed directly by the Company (e.g. contribution in the employee pension scheme, some nonmonetary benefits) are entitled are granted on the basis of internal regulations applicable also to the Company's employees other than Members of the Management Board and the Supervisory Board. As a result, the employees' salary and working conditions have been taken into account in the determination of the remuneration principles specified in this Remuneration Policy.
Members of the Management Board are appointed by the Supervisory Board and the term of office of each Member of the Management Board lasts three years. For the duration of their term of office, contracts of employment are concluded with Members of the Management Board employed directly by the Company. Some Members of the Management Board may be employed in another company of the Orange SA group (a parent company of Orange Polska S.A.) and posted to Orange Polska S.A. in order to perform the function of a Member of the Management Board.
Members of the Supervisory Board are appointed and dismissed by the General Meeting, and the term of Members of the Supervisory Board lasts three years, with the restriction that if the mandate of a Member of the Supervisory Board expires for reasons other than expiry of their term of office or dismissal from the position of a Member of the Supervisory Board, the remaining Members of the Supervisory Board may appoint a new member of the Supervisory Board by a two-thirds majority of votes cast. The mandate of the appointed Member of the Supervisory Board expires on the date of the next General Meeting, held no earlier than 5 weeks after the appointment. The number of Members of the Supervisory Board so appointed may not exceed 3 persons.
No contracts related to their functions in the Supervisory Board are concluded with Members of the Supervisory Board.
base salary,
The Remuneration Policy prohibits discrimination of Members of the Management Board due to: sex, age, disability, race, religion, nationality, political beliefs, trade union membership, ethnic origin and sexual orientation.
to the additional bonus to one or more Members of the Management Board, specifying detailed rules in a resolution (maximum 35% of the annual basic remuneration).
Members of the Management Board posted to Poland are entitled to all or some of the benefits listed above or benefits available according to regulations of the posting company provided that they are approved by the Supervisory Board.
Members of the Management Board employed by the Company have the right to the jubilee award long-term work as long as other employees of the Company are eligible to such awards in accordance with the provisions of the Collective Labour Agreement for Employees of Orange Polska S.A.
The remuneration of the Members of the Supervisory Board is determined by the General Meeting of Orange Polska S.A.
Members of the Supervisory Board are entitled to a fixed monthly remuneration regardless of the number of meetings held in a given month.
The General Meeting's resolution may make the amount of the remuneration of Members of the Supervisory Board subject to the level of remuneration in the national economy or in an appropriate sector, as well as differentiate the amount of the remuneration of Members of the Supervisory Board depending on functions performed by them in the Board.
Within the Supervisory Board, there are two standing committees: Remuneration Committee and Audit Committee, and moreover the Supervisory Board may appoint other Committees and define their tasks at its own discretion. Members of each Committee have knowledge and/or experience relevant to the purpose of the Committee and provide recommendations to the Supervisory Board and the Management Board of the Company. Members of the Supervisory Board are entitled to additional fixed remuneration for participating in the work of the Committees.
Members of the Supervisory Board who are Orange SA employees or of Orange SA subsidiaries do not receive remuneration for performing the function of a Member of the Supervisory Board of Orange Polska S.A. or its Committees.
All Members of the Supervisory Board are entitled to reimbursement of costs related to their participation in the Board's work.
Members of the Supervisory Board may be covered by protection in the case of civil liability arising from the performance of the Member of the Supervisory Board duties, including in the form of insurance protection.
Both Members of the Management Board and of the Supervisory Board may be granted benefits in the form of invitations to sports, cultural, business events, etc.
The Members of the Management Board of Orange Polska S.A. are responsible for the information included in the Remuneration Policy.
The content of the Remuneration Policy was proposed by the Management Board of Orange Polska S.A. by means of a resolution dated 19 March 2020. Then, following a discussion by the Remuneration Committee of the Supervisory Board, the Supervisory Board adopted a positive opinion on the content of the Remuneration Policy by means of the resolution dated 19 March 2020.
The Annual General Meeting of Orange Polska S.A., by means of resolution no. 30 dated 17 June 2020, adopted the Remuneration Policy for the Management Board and the Supervisory Board of Orange Polska S.A.
The content of the amended Remuneration Policy was proposed by the Management Board of Orange Polska S.A. by means of a resolution dated 20 July 2020. Then, following a discussion by the Remuneration Committee of the Supervisory Board, the Supervisory Board adopted a positive opinion on the content of the Remuneration Policy by means of the resolution dated 21 July 2020.
The Extraordinary General Meeting of Orange Polska S.A., by means of resolution no. 2 dated 27 August 2020, adopted the amended Remuneration Policy for the Management Board and the Supervisory Board of Orange Polska S.A.
The Management Board of Orange Polska S.A. reviews the Remuneration Policy every year, taking into account the conclusions included in the annual report of the Supervisory Board on remuneration, the opinion of the expert auditor, and the resolution of the General Meeting that approved the remuneration report.
A resolution on the Remuneration Policy is adopted at least once every four years. Any significant change in the remuneration policy requires its adoption, by means of a resolution, by the General Meeting.
Adoption of a new remuneration policy as well as significant changes to the Remuneration Policy require a resolution of the Management Board of Orange Polska S.A., an opinion of the Supervisory Board preceded by a consultation within the Remuneration Committee of the Supervisory Board, and a resolution of the General Meeting of Orange Polska S.A.
The basic mechanisms aimed at avoiding conflicts of interest arise out of the provisions of the Code of Commercial Companies and the Act on Public Procurement and Terms of Introducing Financial Instruments to Organised Trading and on Public Companies.
Conditions of employment, including the amounts of remuneration of Members of the Management Board, are determined by the Supervisory Board, and the amount of remuneration of the Members of the Supervisory Board is determined by the General Meeting. The Remuneration Policy is adopted by the General Meeting after considering a motion of the Management Board and an opinion of the Supervisory Board.
The above solution significantly limits the possibility of a conflict of interest related to the Remuneration Policy.
Notwithstanding the above, an important advisory role in determining the remuneration policy in Orange Polska is fulfilled by the Remuneration Committee of the Supervisory Board. The Committee's main task is to give recommendations to the Supervisory Board on appointing, achieving the objectives, as well as principles and amounts of remuneration for Members of the Management Board.
The market competitiveness of remuneration of Members of the Management Board is monitored by the Remuneration Committee of the Supervisory Board on the basis of studies of external experts carried out in order to ensure the remuneration objectivity.
The amendment to the Remuneration Policy for Members of the Management Board and Supervisory Board of Orange Polska S.A. concerns the introduction of the possibility for the Company to request a refund of the variable part of the remuneration paid in certain situations ("clawback provision") to be specified in employment contracts or other relevant documents.
After the payment to a given Member of the Management Board of the variable remuneration component in the amount corresponding to the degree of the implementation by this Member of the objectives, the Company's internal regulations do not provide for any case in which the remuneration paid should be reimbursed. In particular, the Member of the Management Board is not obliged to reimburse this component in the case of:
After the payment to a given Member of the Management Board of the variable remuneration component in the amount corresponding to the degree of the implementation by this Member of the objectives, in certain situations and within times defined in employment contracts and in relation to delegated Members in other appropriate documents, variable remuneration paid should be reimbursed in whole or in part. In particular, a Member of the Management Board is obliged to reimburse that component in the case of payments on account of annual objectives after the expiry of the first half of the year if objectives for the entire year are not fulfilled to a degree sufficient to obtain the variable remuneration component paid after the expiry of the first half of the year and also in some cases of material errors in the calculation of the variable remuneration components including those resulting from incorrect source data.
Pursuant to § 23 clause 7 of the Company's Articles of Association, the following is resolved:
The amount of monthly remuneration for members of the Supervisory Board shall be:
The persons referred to in § 1 and § 3 shall be entitled to remuneration regardless of the number of meetings held in a given month.
Remuneration shall be paid at the latest on the 10th day of the following month. Remuneration shall be included in the Company's operational costs.
§ 6
Members of the Supervisory Board being at the same time employees of Orange S.A. or any of its controlled affiliates (as defined by International Financial Reporting Standards) shall not have the right to any remuneration whether as members of the Supervisory Board or of any Supervisory Board's Committees. However, they shall be entitled to a reimbursement of expenses referred to in § 7.
§ 7
Supervisory Board members are entitled to reimbursement of expenses related to participation in the work of the Board.
§ 8
The resolution no. 33 of Annual General Assembly dated 9 April 2015 on rules of remuneration for the members of the Supervisory Board shall become invalid.
§ 9
The resolution enters into force upon adoption.
The remuneration level for members of the Supervisory Board of Orange Polska S.A. and its committees was set in 2015 and has not been changed since then.
The proposed remuneration rates are 9.5% higher than the current ones.
§ 1
Mr/s. .……………………………. is appointed/removed to/from the Orange Polska S.A. Supervisory Board.
§ 2
The resolution enters into force upon adoption.
In consideration of the fact that the mandates of two Members of the Supervisory Board of Orange Polska S.A. expire on the date of the Annual General Meeting, which is to be held on 29 June 2023, and in connection with a resignation letter filed by a Supervisory Board Member on 14 February 2023, Orange S.A. has informed Orange Polska S.A. that at that Annual General Meeting this shareholder intends to propose the following candidates for Members of the Supervisory Board of Orange Polska S.A.:
• Ms. Clarisse Heriard Dubreuil
Audit Committee of Orange Spain.
Resume of the candidates:
Clarisse Heriard Dubreuil, born in 1973, holds the position of Finance and Strategy Director for Europe Division in Orange Group. She began her career in the financial department of Air France. In 1999, she joined the Orange Group, and since then has held various positions in France and abroad, mainly in Finance and Human Resources. She became deputy financial director of Orange Belgium, a listed company, in 2012, then in 2020 was appointed financial director of the Europe division, following 3 years as HR Director for Finance. Through these recent activities, she has been able to put in place high-stakes transformation plans. She has worked on major acquisition files within the Group. She is graduate of French Business School in 1996. She obtained the Board Member certificate of IFA-Sciences Po in July 2021. She is a Supervisory Board Member of Orange Belgium, Orange Money Romania, Orange Romania Communications and Supervisory Board member and Chairwoman of the
John Russell Houlden, born in 1959, gained extensive experience in accounting and audit in a variety of financial roles in Spicer & Oppenheim (now part of Deloitte), ICI and BT. Next, he served as Finance Director of Lovells (2002 to 2008), Chief Financial Officer of Telecom New Zealand (2008 to 2010) and Chief Financial Officer of the United Utilities Group (2010 to 2020). From 2011 to 2013 he was a member of the UK Government's Ecosystem Markets Task Force and from 2014 to 2020 he was also the Chairman of the Financial Reporting Committee of the '100 Group' (which represents THE collective views of FTSE 100 companies to the IASB, ESMA and other regulatory bodies). From 2020 to 2022 he was the Chairman of the Audit Committee of Babcock International Group (a FTSE 250
company) and from 2022 to date he has been an Operating Partner of Corsair Infrastructure and a Non-executive Director of Yorkshire Water.
John Russell Houlden has a first class honours degree from Warwick Business School and has completed executive programmes at INSEAD, Stanford and London Business School. He is a Fellow of the Chartered Institute of Management Accountants, a Chartered Global Management Accountant and a Fellow of the Association of Corporate Treasurers. His contributions have been recognised with various awards, including NW Finance Director of the Year in 2013 and 2014, Joint Winner of "Excellence in Reporting" in the Building Public Trust Awards 2015 and Winner of "Communicating Integrated Thinking" in the Finance For The Future Awards 2016.
Member of the Orange Polska Supervisory Board and Chairman of the Audit Committee since 2014.
Laurent Martinez, born in 1968 is becoming CFO of Orange Group as of 1 September 2023. He is currently CFO of Alstom since July 2018. In February 2021, Alstom finalized the acquisition of Bombardier Transportation, leading to the creation of the worldwide leader of Rail transportation.
In 1996, Laurent Martinez joined Astrium (now Airbus Defence and Space), where he held various functions in finance controlling. At the creation of EADS in 2001, he was named Head of Controlling Space & Defence division, based in Munich. In 2004, he became Chief Financial Officer of Astrium Space Transportation. Laurent moved to Airbus in 2009 to become Head of Airbus Group controlling, performance and accounting. From 2015 to 2018, Laurent has been leading Airbus Services Business Unit, as a worldwide organization.
Laurent Martinez is a graduate engineer in Electronic & Telecom from ENSEEIHT engineering school and holds a Master degree in finance and accounting. He is member of Henkel Supervisory Board since 2023.
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