Committees

The PKP CARGO S.A. Audit Committee is nominated by the PKP CARGO S.A. Supervisory Board. The Committee is composed of three Supervisory Board members, including at least two Board members meeting the impartiality criteria and appointed as set out in § 20 and 21 of the Company’s Memorandum of Association.

Members of the Committee are appointed for a period equal to the Supervisory Board’s term of office.

The duties of the Audit Committee include in particular:

• supervision of the organisational unit responsible for internal audits
• monitoring the financial reporting process
• monitoring the performance of audit activities
• monitoring the fees of the auditor and the auditing entity
• recommending the auditing entity to the Supervisory Board for the purpose of carrying out the financial audit of the Company

The current Audit Committee of the PKP CARGO S.A. Supervisory Board:

• Michał Wnorowski – Member of the Committee

The Appointments Committee is nominated by the PKP CARGO S.A. Supervisory Board. The Committee is composed of three Supervisory Board members, including at least one Board member fulfilling the impartiality criteria and appointed as set out in § 20 and 21 of the Company’s Memorandum of Association.

Members of the Committee are appointed for a period equal to the Supervisory Board’s term of office.

The Appointments Committee organises and exercises day-to-day supervision of the qualification process for the positions of members of the Management Board and the process of evaluating and appointing members of the Company’s Management Board. It also defines the Company’s strategic objectives pursued by the Management Board (MBO objectives), evaluates the Company’s human resources management system, and reviews and submits proposals to the Supervisory Board on the compensation of the Company’s employees, in particular members of the Company’s Management Board and senior executives.

The current Appointments Committee of the PKP CARGO S.A. Supervisory Board:

• Paweł Sosnowski – Members of the Committee
• Wladyslaw Szczepkowski – Members of the Committee

The Strategy and Sustainable Development Committee is nominated by the Supervisory Board of PKP CARGO S.A

It is composed of at least three Supervisory Board members, including at least one Board member meeting the impartiality criteria and appointed as set out in § 20 and 21 of the Company’s Memorandum of Association.

Members of the Committee are appointed for a period equal to the Supervisory Board’s term of office.

In particular, the duties of the Strategy and Sustainability Committee include:

• monitoring the implementation of the Company’s strategy by the Management Board and assessing the extent to which the existing strategy meets the needs of a changing landscape;
• monitoring the implementation of the Company’s annual and long-term business plans by the Management Board and assessing whether they need to be modified;
• assessing the consistency of the Company’s annual and long-term business plans with the Company’s strategy as implemented by the Management Board and proposing any amendments to these Company documents;
• providing the Supervisory Board with assessments on the drafts of the Company strategy and amendments thereto as presented by the Company’s Management Board and on the Company’s annual and long-term business plans, including the activities and strategic objectives in the field of environmental, social and corporate governance (“ESG”) management;
• assessing documents of a strategic nature submitted to the Company’s Supervisory Board by the Management Board, including in the field of ESG;
• monitoring, assessing and evaluating undertakings and projects implemented as part of the strategy the Company or the Company Group;
• assessing the risks and opportunities that may affect the implementation of the strategy the Company or the Company Group;
• assessing the impact of planned and undertaken investments and divestments on the financial position of the Company and the Company Group or the sustainability of the Company and the Company Group;
• assessing key transactions and contracts submitted to the PKP CARGO S.A. Supervisory Board.

The current Strategy and Sustainable Development Committee of the PKP CARGO S.A. Supervisory Board:

• Wladyslaw Szczepkowski – Members of the Committee
• Michał Wnorowski – Member of the Committee
• Andrzej Leszczyński – Member of the Committee