Supervisory Board of Grupa LOTOS

The Supervisory Board controls the operation of Grupa LOTOS in all its spheres of activity. The Supervisory Board discharges its obligations jointly, while individual Members may be assigned to perform specific supervisory functions. The Supervisory Board may establish permanent or temporary committees in order to check specific issues. The following committees operate on a permanent basis: Audit, Strategy and Development and Organization and Management.

Wiesław Skwarko

Chairman of the Supervisory Board

Mr Skwarko graduated from the Warsaw School of Economics in Warsaw (the Faculty of Foreign Trade), where he worked as an assistant in 1987-1994.

W latach 1987-1994 asystent w Szkole Głównej Handlowej.

In 1990-1999, he was a partner in Access Sp. z o.o. After that, Mr Skwarko served in the Management Board of Rothschild Polska Sp. z o.o. In 2005-2006, he worked as the Director of the Privatization Office at Nafta Polska S.A. In 2006, he was appointed the Director for Financial Strategy and Capital Development at CTL Maczki Bór in Sosnowiec and afterwards in CTL Logistics S.A. in Warsaw. He has served as a Member of the Management Board of Nafta Polska S.A. since 10 January 2008. He is also the Chairman of the Supervisory Board of Zakłady Azotowe in Kędzierzyn-Koźle.

He was appointed a Member of the Supervisory Board of Grupa LOTOS on 30 June 2008 and serves as its Chairman. Moreover, he chairs the Committee of Strategy and Development of the Supervisory Board, whose tasks include endorsing and recommending planned investments that have a major impact on the Company’s assets. Since 19 March 2009, Mr Skwarko has also been a member of the Committee of Audit.

Following the decision of the Supervisory Board of 12 August 2008, he has been responsible for the detailed and on-going supervision of the 10+ Programme. His competences include:

• monitoring the progress of the project and compliance with the schedule,
• the supervision of the strategy implementation with regard to obtaining raw materials for project execution,
• the supervision of the strategy of selling products obtained in the project, and
• the supervision of logistics cohesion in the project performance.

Leszek Starosta

Vice-Chairman of the Supervisory Board

Mr Starosta graduated from the Faculty of Law and Administration at the Adam Mickiewicz University in Poznań. He holds a Ph.D. and a professor degree in law and is the Deputy Dean for Development at the Academy of International Economic and Political Relations in Gdynia, the Dean of the Law Department of the Academy and the Director of the European Studies Institute in Gdynia.

In 1991-2000, Mr Starosta was an advisor of the Management Board of Rafineria Gdańska S.A. In 1995-1998, he worked as an advisor and consultant of the President of the Management Board of Petrochemia Płock S.A. He is an author of more than twenty studies and analyses concerning the oil and fuel sector, including the ones ordered by the central public administration authorities. In 1998-2007, he was a Member and the Vice-Chairman of the Supervisory Board of Prokom Software S.A. He is a solicitor and a member of the Lawyers’ Chamber in Gdańsk and the Presidium of the Polish Conference of Employers, as well as an arbitrator in the Arbitration Court for Sport in the Polish Olympics Committee.
Mr Starosta was appointed to the Supervisory Board of Grupa LOTOS on 30 June 2008. He has served as the Chairman of the Board since 12 August 2008. He is also a Chairman of the Committee of Organization and Management of the Supervisory Board and a Member of the Committee of Strategy and Development. Pursuant to the resolution of the Supervisory Board, he supervises the investment project of Grupa LOTOS, the 10+ Programme, in particular with regard to contracting procedures and compliance with law.

Jan Stefanowicz

Member of the Supervisory Board

Mr Stefanowicz graduated from Nicolaus Copernicus University in Toruń. He is a solicitor, a member of the Association of Polish Economists and the Chairman of the Press Freedom Monitoring Centre Council at the Polish Journalists’ Association. Mr Stefanowicz runs his own legal practice and is a partner of ‘Juris’ Legal Office.

He was designated a Member of the Supervisory Board of Grupa LOTOS on 30 January 2006, taking the position of the Vice-Chairman of the Board. He served as the Chairman of the Supervisory Board from 28 May 2007 to 30 June 2008. At present, he chairs the Committee of Audit, whose task is to advise the Supervisory Board in issues concerning the implementation of the budget and financial reporting principles, internal control and cooperation with licensed auditors. He also participates in the Committee of Strategy and Development.

Mariusz Obszyński

Secretary of the Supervisory Board

Mr Obszyński graduated from the Maria Curie-Skłodowska university in Lublin, the Faculty of Economics.

In 1999, he was employed as a specialist in the Privatization Agency, the Department of Privatization Prospects. In 1999-2007, he worked as a chief specialist in the Ownership Supervision Office of Nafta Polska S.A. From January 2007 to January 2008, he worked as a specialist/analyst for capital investments in Bankowe Towarzystwo Kapitałowe S.A. Since January 2008, he has been employed as the Director of the Ownership Supervision Office of Nafta Polska S.A. During his employment with Nafta Polska, he served in the supervisory boards of the following companies: Rafineria Czechowice S.A., Zakłady Chemiczne Police S.A. and Zakłady Azotowe in Tarnów-Mościce S.A.

He was designated a Member of the Supervisory Board of Grupa LOTOS on 30 June 2008. Since 12 August 2008, he has been a Secretary of the Board. He is involved in the Committee of Organization and Management as well as the Committee of Audit.

Radosław Barszcz

Member of the Supervisory Board

Mr Barszcz graduated from Warsaw University of Technology, the Department of Management Organization (major in Organization and Management in Industry).

In 1992-1994, he coordinated the project of the Research and Development Centre in the Strategic Management Team in Telekomunikacja Polska S.A. In 1994-1997, he was a capital investment expert at the Department of Restructuring and Privatization of Polski Bank Rozwoju S.A. He has been employed in the Ministry of the Treasury since 1998. He was the Head of the Ownership Supervision Department and the Intermediate Privatization Department. From 2006 to March 2009, he was the Deputy Director of the 1st Ownership Supervision and Privatization Department. At present, he is the Director of the 5th Ownership Supervision and Privatization Department.

Since 1998, he has been a member of the supervisory boards in the following companies:

• 1998-2008 – Elektrownia Skawina S.A.
• 1998-2004 – Zakład Energetyczny Słupsk S.A.
• 2005 – Polskie Sieci Elektroenergetyczne S.A.
• 2005-2007 – BOT Elektrownia Turów S.A.
• 2007 – present – Zakłady Azotowe Puławy S.A.

He was appointed a Member of the Supervisory Board of Grupa LOTOS on 30 June 2008. He participates in the Committee of Strategy and Development and since 19 March 2009 he has been a member of the Committee of Audit of the Supervisory Board.

Piotr Chajderowski

Member of the Supervisory Board

Mr Chajderowski graduated from the University of Łódź, the Faculty of Economics and Sociology (majoring in Finance and Banking).

In 1994-1995, he worked in the Foundation for Restructuring the Region of Łódź as the financial advisor of the Management Board. Until 1999, he worked as the investment accountant and manger at PTP Kleinwort Benson Sp. z o.o. In 1999-2001, he was the Vice-President of the Management Board of Alpha Finance Sp. z o.o. After that, in 2001-2002 he was the President of the Management Board of Zakłady Metalurgiczne SKAWINA S.A. In 2003-2005, he served as the President of the Management Board at PGI Polska Grupa Inwestycyjna Sp. z o.o. and in 2005-2009 as the President of the Management Board of R.A.S. Corporate Finance Sp. z o.o. In 2009, he was appointed the President of the Management Board of the Centralwings airline, a company of Grupa LOT.

He was a member of the Supervisory Board of Grupa LOTOS from 30 June 2008 until 10 March 2009. On 10 March 2009, Mr Chajderowski resigned from the Supervisory Board due to his new professional obligations, which could have significantly limited his involvement in the Supervisory Board of Grupa LOTOS.

Being a Member of the Supervisory Board, he worked in the Committee of Audit of the Supervisory Board. Following the decision of the Supervisory Board of 12 August 2008, he became responsible for detailed and current supervision of the 10+ Programme execution. In particular, he was responsible for analysing the business and credit documentation of the project and supervising its financial liquidity.

Małgorzata Hirszel

Member of the Supervisory Board

Ms Hirszel graduated from the Faculty of Law and Administration and the post-graduate course at the Faculty of Journalism and Political Studies (specialization: European studies) at the University of Warsaw. She is a Ph.D. student of the Polish Academy of Sciences, the Department of Law.

Since 2000, she has worked in the Cabinet of the Prime Minister, where until 2002 she worked as the chief specialist/counsellor of the Cabinet of the Prime Minister. After that, she was the counsellor of the Vice-President of the Cabinet and the Prime Minister in the Department of Economic and Social Issues (transferred into the Department of the Cabinet Committee). From 2002 to 2006, she was an acting Director of the Economy Department and the Director of the Programming Department of the Cabinet of the Prime Minister. Since 2007, she has been the Director of the Cabinet Committee Department and the Permanent Secretary of the Cabinet. She passed the examination for candidate members of supervisory boards in state companies in 2002.

She was designated a Member of the Supervisory Board on 1 July 2008 in compliance with Article 11(2) of the Company’s Statute. She participates in the Committee of Strategy and Development and the Committee of Organization and Management.

 

 

In 2008, the Supervisory Board held 11 meetings and adopted 73 resolutions, including the Supervisory Board of the 6th term – 6 meetings and 5 resolutions, and the Supervisory Board of the 7th term – 5 meetings and 22 resolutions.

In 2008, the composition of Grupa LOTOS Supervisory Board was as follows:

From 1 January 2008 to 30 June 2008 – the Supervisory Board of the 6th term:

1. Jan Stefanowicz – Chairman of the Supervisory Board
2. Henryk Siodmok – Vice-Chairman of the Supervisory Board
3. Beata Zawadzka – Member of the Supervisory Board
4. Marta Busz – Member of the Supervisory Board
5. Izabela Emerling – Member of the Supervisory Board
6. Jacek Mościcki – Member of the Supervisory Board
7. Grzegorz Szczodrowski – Secretary of the Supervisory Board

On 30 June 2008, the term of the Supervisory Board ended. The Ordinary General
Shareholders’ Meeting appointed the Supervisory Board of the 7th term comprising of:

1. Wiesław Skwarko – Chairman of the Supervisory Board
2. Leszek Starosta
3. Jan Stefanowicz
4. Radosław Barszcz
5. Piotr Chajderowski
6. Mariusz Obszyński

Pursuant to Article 11(2) of the Statutes of Grupa LOTOS, the Treasury, being the Company’s Shareholder and represented by the Minister of Treasury, dismissed Beata Zawadzka from the Supervisory Board (as at 30 June 2008) and appointed Małgorzata Hirszel (as at 1 July 2008).

From 1 July 2008 to 31 December 2008, the composition of the Supervisory Board
of the 7th term was as follows:

1. Wiesław Skwarko –Chairman of the Supervisory Board
2. Leszek Starosta – Vice-Chairman of the Supervisory Board
   (appointed the Vice-Chairman of the Supervisory Board on 12 August 2008)
3. Jan Stefanowicz – Member of the Supervisory Board
4. Radosław Barszcz – Member of the Supervisory Board
5. Piotr Chajderowski – Member of the Supervisory Board
6. Małgorzata Hirszel – Member of the Supervisory Board
7. Mariusz Obszyński – Secretary of the Supervisory Board
   (appointed the Secretary of the Supervisory Board on 12 August 2008)

Committees of the Supervisory Board

Committee of Strategy and Development

The tasks of the Committee of Strategy and Development include giving opinions and recommendations to the Supervisory Board with regard to the planned investments that have a major impact on the Company’s assets.

From 1 January 2008 to 30 June 2008

1. Jan Stefanowicz – Chairman
2. Marta Busz
3. Henryk Siodmok
4. Grzegorz Szczodrowski

From 12 August 2008 to 31 December 2008

1. Wiesław Skwarko – Chairman
2. Radosław Barszcz
3. Leszek Starosta
4. Jan Stefanowicz
5. Małgorzata Hirszel

Committee of Organization and Management

The task of the Committee of Organization and Management is to present to the Supervisory Board the opinions and recommendations concerning the structure of management, including to endorse organizational solutions, the system of remuneration and recruitment, which enables the achievement of the strategic aims of the Company.

In 2008, the composition of the Committee of Organization and Management was as follows:

From 1 January 2008 to 30 June 2008

1. Marta Busz – Chairman
2. Grzegorz Szczodrowski
3. Beata Zawadzka

From 12 August 2008 to 31 December 2008

1. Leszek Starosta – Chairman
2. Małgorzata Hirszel
3. Mariusz Obszyński

Committee of Audit

The task of the Committee of Audit is to advise the Supervisory Board in issues concerning the implementation of the budget and financial reporting, internal control and cooperation with licensed auditors of the Company.

In 2008, the composition of the Committee of Audit was as follows:

From 1 January 2008 to 30 June 2008

1. Henryk Siodmok – Chairman
2. Beata Zawadzka
3. Jacek Mościcki
4. Izabela Emerling

From 12 August 2008 to 31 December 2008

1. Jan Stefanowicz – Chairman
2. Mariusz Obszyński
3. Piotr Chajderowski (until 10 March 2009) (*)

(*)On 10 March 2009, Mr Chajderowski resigned from membership in the Supervisory Board. On 19 March 2009, the Supervisory Board supplemented the composition of the Committee by appointing Mr Wiesław Skwarko and Mr Radosław Barszcz.

Rules of Remunerating Members of the Supervisory Board

Setting the rules for remunerating the Members of the Supervisory Board falls within the authority of the Shareholders’ Meeting.

The remuneration of the members of the Supervisory Board should be determined based on transparent procedures and rules. The remuneration is to be fair but should not constitute a major cost for the Company or affect significantly its financial result. It should be reasonably correlated to the remuneration of the Management Board Members.

The remuneration of the Supervisory Board Members is subject to limitations and rules specified in the Act of 3 March 2000 on the remuneration of managers in certain legal entities (Journal of Laws No. 26 from 2000, Item 306 with subsequent amendments) and in the administrative regulations based thereupon. In compliance with the provisions of the Act, on 18 August 2000 the Extraordinary General Shareholders’ Meeting determined the following rules of remunerating the Members of the Supervisory Board:

1. Members of the Supervisory Board are entitled to the monthly remuneration equal to an average monthly remuneration in the sector of enterprises exclusive of a profit share in the fourth quarter of the preceding year as announced by the President of the Chief Statistical Office.
2. The above-mentioned remuneration is due irrespective of the frequency of convened meetings. However, it is not due for the month when a Member of the Supervisory Board was not present at any of the formally convened meetings without justification. The Supervisory Board decides with a resolution if the absence of a Supervisory Board Member is justified.
3. The remuneration is calculated on a pro-rata basis to the number of days in the position, if a Member is appointed or dismissed during a calendar month. The remuneration is paid in arrears on the 10th day of every month.
4. The Company also covers any costs due to the performance of duties by the Members of the Supervisory Board, in particular the costs of return travel to and from the domicile and the place of the Supervisory Board meeting, the costs of individual control and the costs of board and accommodation.
5. In compliance with the Act on personal income tax of 26 July 1991, the Company calculates and charges advance payments for income tax on the remuneration of the Supervisory Board Members.

Remuneration of the Supervisory Board Members in 2008

	Amount in PLN
Henryk Siodmok	22,966.31
Grzegorz Szczodrowski	22,966.31
Beata Zawadzka	22,966.31
Marta Busz	22,966.31
Izabela Emerling	22,966.31
Jacek Mościcki	22,966.31
Wiesław Skwarko	(*)
Radosław Barszcz	16,558.60
Piotr Chajderowski	16,558.60
Małgorzata Hirszel	16,558.60
Leszek Starosta	16,558.60
Mariusz Obszyński	16,558.60
Jan Stefanowicz	40,037.31

(*) Mr Skwarko resigned from receiving the remuneration (until further notice) due to membership
in the Supervisory Board of Grupa LOTOS and does not receive any financial benefits.

None of the Supervisory Board Members holds any stocks of Grupa LOTOS.