From 1 January 2013 to 31 December 2013, the Board of Impexmetal S.A. was composed of:
- Małgorzata Iwanejko - President of the Board
Ms. Małgorzata Iwanejko took the position of President of the Board, Director General of Impexmetal S.A. in May 2012. She graduated from the School of Economics in Warsaw and completed post-graduate studies MBA Diploma in Management MBA in the UK.
In 2002 - 2006 she served as Advisor in Nafta Polska S.A. In 2006, she was the President of the Board of Zakłady Azotowe "Puławy" S.A., where earlier in the years 1996 to 2002 she served as Head of the Commercial Division. From 2007 to 2012 she held the position of President of the Board, General Director of Boryszew S.A. and Member of the Supervisory Board of Impexmetal S.A.
From 31 December 2013 until the date of this report, there were no changes in the composition of the Board.
Powers of the Board
The Board conducts Company’s business and represents the Company. The Board is responsible for the fair conduct the Company's affairs and the implementation of its statutory functions, in accordance with the law and good practice.
The scope of Board’s responsibilities includes all affairs not reserved for the General Meeting or the Supervisory Board. The Board develops the Company's strategy and is responsible for its implementation and execution. The strategy is subject to approval of the Supervisory Board. The Company Board carefully analyses all actions and decisions.
Resolutions of the Board are required for matters beyond the scope of ordinary management, in particular regarding:
- Regulations of the Board,
- Organisational Regulations of the Company,
- Granting guarantees and sureties,
- Sale and purchase of fixed assets with a value exceeding the equivalent of PLN 30,000,
- Approval of the Company business report and the Company's financial statements and consolidated financial statements of the Group for the previous year,
- Conclusions as to the distribution of profit or covering of loss of the Company,
- Adoption of the development programme of the Company and the Group,
- Adoption of the budget of the Company and the Group and its possible correction,
- Establishing proxies,
- Establishing attorneys, under civil law, to perform specific actions within their powers (with the exception of one-time powers of attorney to make certain legal actions and powers of attorney to sign the papers and documents that do not cause incurring liabilities by the Company or disposal of property rights of the Company as well as general power of attorney)
- Adoption of the payroll system and work regulations based on agreements with the trade unions,
- Taking a position on issues ordered by the Supervisory Board in the form of a resolution.
The Board recommends to the Supervisory Board to appoint an auditor, after an analysis of the offers submitted.
To make declarations of intent and sign on behalf of the Company, joint action by two members of the Board or one member of the Board with a proxy or an attorney is required. In case of a one-man Board, the President of the Board is authorised to make declarations of intent and sign on behalf of the Company individually.
The Board holds meetings as necessary. At the Board meetings, employees of the Company or any other person competent to discuss the matter may be invited.
The Board implements the statutory management functions in the form of:
- Resolutions adopted at the meetings of the Board,
- Proposals to the Supervisory Board, the General Meeting or the court,
- Making declarations of intent,
- Implementation of the resolutions of the Supervisory Board and the General Meeting.
Rules for adopting resolutions
Resolutions of the Board are adopted by an absolute majority of the votes present. In case of a tie vote, the vote of the President of the Board is decisive.
Member of the Board absent from the meeting shall, on the first day at work, agree and commit to the resolutions passed in his absence, confirming this fact with his signature on the original minutes.
Board meetings are minuted and signed by the members present at the meeting of the Board.
Members of the Board shall be obliged to inform the Supervisory Board of any conflict of interest in relation to their function or its possible occurrence.
The principles of remuneration of Board members is determined by the Supervisory Board of the Company, taking into account the responsibilities and function as well as the economic and financial situation of the Company.
The total amount of remuneration of all members of the Board and of the individual members of the Board broken down into its various elements is disclosed in the annual report.
The Board makes every effort to ensure that the Company carries out effective business activity respecting the interests of all groups of shareholders and other groups associated with the Company's interest.