Rules with respect to the determination of remuneration for the Management Board Members of PGE S.A.
On September 9, 2016, the Act of June 9, 2016 on the principles of determining the amount of remuneration for persons managing certain companies – so called new Public Sector Salary Cap Act – came into force. The new Public Sector Salary Cap Act determines, inter alia, principles for determining remuneration in companies with a stake of the State Treasury (for example PGE), in particular determines the way in which the remuneration of the members of the Management Board and Supervisory Board is set (rules for determining remuneration of the Management Board and Supervisory Board are adopted by the General Meeting and the Supervisory Board adopts resolutions on specific conditions of the management board remuneration).The act also determines select provisions of management services agreements executed with management board members.
On December 14, 2016, the Company’s Extraordinary General Meeting, convened at the request of the Minister of Energy representing the State Treasury, adopted resolution 4 on determining the rules for remuneration for members of the Management Board of PGE S.A., subsequently changed through resolution 37 of the Company’s Ordinary General Meeting of June 27, 2017. According to this resolution, remuneration for Management Board members consists of a fixed component in the form of a monthly base salary, and a variable component constituting supplementary pay for the Company’s financial year, depended on progress in achieving management objectives.
Name and surname of the Management Board member
|Remuneration and benefits achieved by the Management Board members in PGE S.A. in 2021 (PLN)|
The total remuneration achieved by the Management Board members in 2021 amounted to PLN 6.27 million (according to PIT11). In cost perspective (including mark-ups and provisions), in 2021 the remuneration of all persons who acted as Management Board members of PGE S.A., amounted to PLN 5.87 million (the lower total remuneration figure results from the reversal of provision for bonuses for 2015 paid in 2021).
Rules with respect to the determination of remuneration for the supervisory board members of PGE S.A.
The amounts of remuneration of the Supervisory Board Members of PGE S.A. were determined by the resolution no. 5 of the Extraordinary General Meeting of December 14, 2016 concerning the principles of determining the amount of remuneration for members of the Supervisory Board of PGE S.A., pursuant to which the monthly remuneration of members of the Supervisory Board was set as a product of the average remuneration in the business sector exclusive of profit-based bonuses in the fourth quarter of the previous year as announced by the President of the Central Statistical Office of Poland and the following factor: 1.7 (for the chairperson of the Supervisory Board), 1.5 (for the other members of the Supervisory Board). The remuneration paid to members of the Supervisory Board of PGE complied with the rules set out in the new Public Sector Salary Cap Act.
Name and surname of the Supervisory Board member
Total remuneration earned in 2021 by the members of the Supervisory Board in PGE S.A. amounted to PLN 734 thousand. In cost perspective (including mark-ups), the remuneration of all persons who acted as Supervisory Board members amounted to PLN 8170 thousand in 2021.
Pursuant to the requirement of Art. 90d section 1 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies, the Ordinary General Meeting of PGE S.A. on June 26, 2020, adopted the „Remuneration Policy for Members of the Management Board and Supervisory Board of PGE Polska Grupa Energetyczna S.A.”On June 22, 2022, the Ordinary General Meeting, by Resolution. 11, adopted the amended wording of the Remuneration Policy. The new wording of the Remuneration Policy takes into account the changes resulting from Resolution 5 of the Extraordinary General Meeting of PGE S.A. of March 7, 2022 on the principles of shaping the remuneration of the Members of the Management Board, which modified the amount of compensation for non-competition after termination of the function of a Member of the Management Board, from the previous amount which could not exceed 50% of the Fixed Remuneration to an amount not exceeding 100% of the Fixed Remuneration.
In addition, in accordance with the requirements of the above-mentioned Act, the Supervisory Board of the company prepares, and the General Meeting of the company gives an opinion on the remuneration report. The first such report was prepared for the years 2019-2020. It was assessed by a certified auditor and presented to the Annual General Meeting of PGE in 2021. On June 29, 2021 the Ordinary General Meeting of the company in the resolution no. 7 provided a positive opinion on “The report on the remuneration of the Members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A. for the years 2019-2020”. The subsequent remuneration report covered the year 2021 and was reviewed by the auditor and subsequently given a favourable opinion by the company’s Ordinary General Meeting on June 22, 2022.
The remuneration policy sets out, among other things, the components of remuneration for members of the Management Board (fixed and variable remuneration and the amount and proportions of the remuneration components), the catalogue of general Management Objectives, the principles of non-competition agreements or the method of remuneration for members of the Supervisory Board.
The full content of the Remuneration Policy and the above mentioned report along with the Independent auditor’s reports regarding the assessment of the remuneration report are available on the company’s website “Remuneration policy”.