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The Supervisory Board

Home page Corporate Governance The Supervisory Board

Details of operation of the Supervisory Board are defined in the Polish Commercial Companies Code, the Company’s Articles of Association available on the website www.elbudowa.com.pl and in the Bylaws of the Supervisory Board of ELEKTROBUDOWA SA.

Rules of operations

Meetings of the Supervisory Board are the main form of its supervision over the activity of the Company. The Supervisory Board performs its duties collectively. Chairman of the Supervisory Board convenes and chairs meetings of the Board and manages its works. Chairman may, for the period not longer than 6 months, entrust Deputy Chairman with performing his function. If the Chairman is not present in the meeting of the Supervisory Board the meeting shall be chaired by the Deputy Chairman. If both Chairman and Deputy Chairman are not present in the meeting, the meeting shall be chaired by the eldest present member of the Supervisory Board.
Meetings of the Supervisory Board must be convened at least once in every calendar quarter. The Supervisory Board shall adopt resolutions if at least one-half of its members are present at the meeting and all its members have been invited. Members of the Supervisory Board may participate in adopting resolutions of the Board by casting their votes in writing through another member of the Supervisory Board, with the exception of matters put on the agenda during the meeting of the Board.

Resolutions may be adopted by the Supervisory Board in writing or through means of direct distance communication, if all members of the Board have been notified of the contents of the draft resolution. In such a case it is assumed that the place of holding the meeting and taking its minutes is the place of stay of Chairman of the Supervisory Board or his/her Deputy, whoever chairs the meeting. The date of signing the text of the adopted resolution by Chairman or Deputy Chairman is considered to be the date of the resolution. The venue of meeting of the Supervisory Board and of drafting its minutes shall be specified in the text of the resolution.
The Supervisory Board meeting shall be convened by Chairman on his own initiative, or on a written motion, including the proposed agenda, of any Supervisory Board Member or of the Management Board. The meeting shall be convened not later than within 14 (fourteen) days after the motion has been submitted to the Chairman of the Board. If Chairman does not convene the meeting in the time specified above, the proposer of the motion may convene the meeting on his own, indicating the date, venue and the proposed agenda.
Meetings of the Supervisory Board are convened by means of a registered letter or courier mail posted not later than 7 (seven) days before the planned date of a meeting. Instead of a registered letter or courier mail, an invitation to the Supervisory Board meeting may be sent to the Supervisory Board Member by electronic mail, what requires his prior written consent with the email address on which the invitation should be sent.
A meeting of the Supervisory Board may be held without being formally convened if all its members consent to it not later than on the date of the meeting and if they confirm this in writing or sign the attendance list.

Detailed presentation of activities performer by the Supervisory Board in 2016 is provided in the Report on the Activity of the Supervisory Board, submitted annually to the General Meeting and later published on the Company’s website.

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