The competences of the supervisory board include in particular: adopting the regulations of the supervisory board, assessment of management board reports on the Company’s operations and financial statements, assessment of management’s applications regarding distribution of profit or loss coverage, annual submission to the general meeting a concise assessment of the Company’s standing, approval of the financial and material plan of the Capital Group, work regulations of the Company’s management board, appointing the president of the management board and, at the request of the president, other members of the management board, dismissing all or individual members of the management board for important reasons, delegating a member of the supervisory board to temporarily perform the duties of members of the management board, appointing an audit firm, making statements in all matters that require resolutions of the general meeting, issuing opinions on all matters addressed to it by the management board.
Supervisory board
The rules for appointing members of the Supervisory Board
Pursuant to § 12 of the Company’s Articles of Association, a supervisory body consists of five to seven members appointed by the general meeting for a joint three-year term of office. The number of members of the supervisory board is determined by the shareholders during the general meeting. Members of the Supervisory Board are elected at the General Meeting, provided that three members of the Supervisory Board including the Chairman of the Supervisory Board are elected by shareholders holding series A shares, in such a manner that for every 30 000 of series A shares there is the right to appoint one member of the Supervisory Board, including the Chairman of the Supervisory Board. If that preference expires over some series A registered shares, each remaining 20 000 series A shares give entitlement to indicate one Supervisory Board Member, including the Chairman of the Supervisory Board.
Composition of the Supervisory Board
- Jerzy Pater – Chairman of the Supervisory Board
- Stanisław Cymbor – Vice-Chairman of the Supervisory Board
- Rafał Mikrut – Secretary of the Supervisory Board
- Zbigniew Łapiński – Member of the Supervisory Board
- Anna Sobocka – Member of the Supervisory Board
- Dariusz Orłowski – Member of the Supervisory Board
- Piotr Kaczmarek – Member of the Supervisory Board
The duties of the supervisory board
The chairman of the supervisory board manages the work of the board, chairs the board meetings and coordinates the work of other board members. If the chairman of the board is unable to perform his duties, his duties are performed by the vice-chairman. The chairman convenes board meetings. The management board or a member of the supervisory board may request the convening of the supervisory board, providing a proposed agenda. The supervisory board may adopt resolutions using means of remote communication. The supervisory board exercises permanent supervision over the Company’s operations in all areas of its operations. In order to perform its duties, the supervisory board may examine all Company documents, request reports and explanations from the management board, and review the Company’s assets.
Audit Committee
The Audit Committee operates in the Company, whose operation as at the balance sheet date, i.e. December 31, 2024, is regulated by the Regulations of the Audit Committee, an advisory and consultative body within the structure of the Supervisory Board of FFiL Śnieżka SA, adopted by the resolution of the Supervisory Board of January 27, 2023, then on March 11, 2025, new Regulations of the Audit Committee of FFiL Śnieżka SA were adopted.
The most important tasks of the Audit Committee currently include: monitoring the financial and sustainable development reporting process, the effectiveness of internal control systems and risk management systems and the performance of financial audit activities, controlling, monitoring and assessing the independence of the statutory auditor and the audit firm, informing the supervisory board about the results of the audit or assurance of sustainable development reporting and developing policies concerning the audit firm.
- Anna Sobocka – Chairwoman of the Audit Committee
- Piotr Kaczmarek- Member of the Audit Committee
- Dariusz Orłowski – Member of the Audit Committee
As at the date of preparation of this report, the composition of the Audit Committee remains unchanged.
Independent Members of the Audit Committee within the meaning of Art. 129 sec. 3 of the Acts are as at the date of preparation of this report: Anna Sobocka (Chairwoman of the Audit Committee) and Piotr Kaczmarek.
All members of the Audit Committee have knowledge and skills in accounting or auditing financial statements.
Members of the Audit Committee, Anna Sobocka and Dariusz Orłowski, have knowledge and skills in the industry in which the Company operates.