Corporate governance

VISION OF THE ENEA CAPITAL GROUP

Fully integrated energy group building its competitive advantage through swift responding to the market needs and efficient resources management”.

New Corporate Governance

ENEA SA is a stock exchange listed company. It constitutes, together with its subsidiaries, one economic entity within the ENEA Capital Group. The Management Board and Supervisory Board of ENEA SA is responsible for the efficient management of the entire Capital Group. The binding holding contract of the ENEA Capital Group, however sanctioned legally independence of  subsidiaries from the parent company - ENEA SA.  Moreover, it strongly emphasized the separateness of the companies, rather than emphasize the commonality and compatibility of its goals. 

Therefore as at 22 July 2013 the Management Board of ENEA SA adopted a resolution to launch a project "Corporate Governance - Management Plan of the ENEA Capital Group". The aim of the project was to implement legal and corporate solutions, focused on business activity of subsidiaries  and implementation of the strategic objectives of the Capital Group.

New legal tools for the management of the ENEA Capital Group were developed in order to:

  • develop a homogeneous economic body in which the key role is played by ENEA S.A.,
  • shorten  the decision-making process within ENEA Capital Group,
  • enable the introduction of modern management methods,
  • limit legal risks of Management and Supervisory Boards of the parent company and subsidiaries,
  • shorten communication paths between the parent company and daughter companies (including disclosure requirements),
  • create a communication channel to ENEA SA the leading shareholder,
  • manage the risks of possible decision-making lawlessness of subsidiaries.

New model of corporate governance in the ENEA Capital Group was defined in the Code of ENEA Group, i.e. "The Constitution of the ENEA Group". The Code introduced the concept of ENEA Capital Group interest. The Code also obligates all companies of the ENEA  Capital Group to work together to implement the strategy and mission of the Group, creating its value as a whole and to maintain consistency.

Simultaneously, the Management Board of ENEA SA formed the ENEA Capital Group composed of:

  1. ENEA SA
  2. ENEA Centrum
  3. ENEA Operator
  4. ENEA Trading
  5. ENEA Wytwarzanie
  6. Energetyka Poznańska Zakład Transportu
  7. Energomiar
  8. Energetyka Poznańska Przedsiębiorstwo Usług Energetycznych ENERGOBUD Leszno
  9. BHU
  10. Eneos

2013 is also a time for launching of managerial departments and committees of ENEA Capital Group. These are internal teams which support the Management Board of ENEA SA in an efficient and effective management of the Group companies.

Integration of generation segment

The process of integrating the companies which generate energy, i.e. generation segment, is one of the implemented solutions providing synergies for the sake of the entire ENEA Capital Group. Management of this segment shall be located in one centre - in ENEA Wytwarzanie company.

The Management Board

ENEA SA  is the dominant entity of the ENEA Capital Group. It is managed by the Management Board, whose members are appointed for a three year term of office. Supervisory Board is an authority which  supervises the Management Board of ENEA SA.

The Management Board is responsible for coordinating issues related to the overall activities of the Company and the Capital Group. Evaluation of the Management Board members depends on the financial performance of the ENEA Capital Group as well as the level of implementation of the corporate strategy of ENEA Capital Group. 

Members of ENEA SA Management Board (as at 31 December 2013):

Krzysztof Zamasz – President of the Management Board
Dalida Gepfert – Vice-President of the Board for Financial Affairs
Grzegorz Kinelski – Vice-President of the Board for Commercial Affairs
Paweł Orlof – Vice-President of the Board for Corporate Affairs

The Supervisory Board

The Supervisory Board of ENEA S.A. is responsible for supervising the Company’s operations in all areas of business activity.  The Supervisory Board, among others, assess the Report of the Management Board on the Company’s operations and submits an annual report on the evaluation to the General Meeting of Shareholders.

According to the Statute of ENEA S.A. The Supervisory Board may consist of 6 to 15 members appointed by the General Meeting, the Company's employees and the State Treasury - the main shareholder of ENEA S.A.

 

Members of  ENEA SA Supervisory Board (as at 10 March 2014):

Wojciech Chmielewski – Chairman
Jeremi Mordasewicz – Vice-chairman of the Supervisory Board
Michał Kowalewski – Secretary of the Supervisory Board
Małgorzata Niezgoda - Member
Sandra Malinowska - Member
Sławomir Brzeziński - Member
Przemysław Łyczyński - Member
Tadeusz Mikłosz – Member

Changes in the composition of the Management Board and Supervisory Board of ENEA SA:

  • in March 2013 a Management Board of a new term was appointed
  • on 27 March 2013 Graham Wood resigned from the position of a member of the Supervisory Board – on 24 April 2013 Małgorzata Aniołek resigned from the position of a member of the Supervisory Board
  • on 24 April 2013 Małgorzatę Niezgoda and Torbjörn Wahlborg were appointed to the Supervisory Board 
  • on 24 June 2013 Michał Jarczyński resigned from the position of a member of the Supervisory Board
  • 22 January 2014 Torbjörn Wahlborg resigned from the position of a member of the Supervisory Board

More information is available in the Report of the Management Board on the operations of ENEA Capital Group in 2013