2016 Integrated Report
2016 Integrated Report
| No. | Shareholder holding more than 5% of total voting rights at GM | Number of shares held | % of share capital | Number of votes | % of total voting rights at GM |
|---|---|---|---|---|---|
| 1 | Jacek Szwajcowski | 1,180,702 | 10.59% | 5,847,502 | 32.06% |
| 2 | Zbigniew Molenda | 741,319 | 6.65% | 3,074,519 | 16.86% |
| 3 | Aviva Otwarty Fundusz Emerytalny (Aviva BZ WBK) | 1,497,746 | 13.44% | 1,497,746 | 8.21% |
| 4 | Nationale-Nederlanden Otwarty Fundusz Emerytalny | 1,107,309 | 9.93% | 1,107,309 | 6.07% |
| 5 | FMR LLC and its direct and indirect subsidiaries | 975,000 | 8.75% | 975,000 | 5.35% |
| 6 | KIPF Sp. z o.o.* | 950,000 | 8.52% | 950,000 | 5.21% |
Shareholding structure as at December 31st 2016
Total voting rights at GM as at December 31st 2016
In 2016, the Company complied with the corporate governance principles for listed companies as specified in the document 'Best Practice of GPW Listed Companies 2016', except two principles. Three detailed principles and one recommendation did not apply to the Company. One recommendation was followed in part, i.e. with the exception of one item.
Among the principles not complied with by Pelion S.A. was a requirement that the Supervisory Board include at least two members who satisfy independence criteria. In April 2016, the Company's General Meeting elected five members of the Supervisory Board, two of whom met the independence criteria, thus satisfying the requirements laid down in 'Best Practice of GPW Listed Companies 2016'.
In accordance with 'Best Practice of GPW Listed Companies 2016, the remuneration of members of the management board and key managers should be tied to the company’s long-term business and financial goals, and the period between the allocation of options or other instruments linked to the company’s shares under the incentive scheme and their exercisability should be no less than two years. Pelion S.A. did not apply this principle in 2016 as the Management Stock Option Plan effective until December 31st 2017, addressed to members of the Company's Management Board, does not contain a condition that the Plan participants be entitled to subscribe for shares no earlier than two years after their options vest unconditionally.
The Company also provided live broadcast of the General Meeting and ensured real-time bilateral communication during the Meeting to enable shareholders to take the floor from a location other than the General Meeting. Remote voting is not possible during the General Meeting.
(For more information on the subject, refer to the Directors' Report on the operations of the Pelion Group in 2016 and the statement of compliance with corporate governance principles).
The Management Board manages the Company’s affairs and represents the Company before third parties. All matters related to the management of the Company and not reserved to the other governing bodies under relevant laws or the Company’s Articles of Association fall within the scope of powers of the Management Board. Representations may be made and signatures affixed on behalf of the Company by two members of the Management Board acting jointly.
| No. | Name | Position held |
|---|---|---|
| 1 |
JACEK SZWAJCOWSKIPRESIDENT OF THE MANAGEMENT BOARD Founder of Pelion S.A., from the beginning as the President of the Management Board. In 1990, Mr Jacek Szwajcowski co-founded Hurtownia Leków MEDICINES (a wholesale pharmaceutical outlet), in which, upon its transformation into a joint-stock company, he assumed the position of President of the Management Board. The company is still operating, currently as a holding company under the name of Pelion S.A. Mr Jacek Szwajcowski has remained President of the Management Board of the Company, which has been active in the healthcare sector for many years now. According to his representation, Mr Szwajcowski is not conducting any activities competitive to Pelion S.A.’s business, is not a partner in any competitive partnership under civil law or another type of partnership, or a member of a governing body of any competitive company or other legal entity. Mr Szwajcowski has not been entered in the Register of Insolvent Debtors, maintained pursuant to the Polish National Court Register Act. Mr Jacek Szwajcowski has not been a member of a governing body of any entity which would be declared bankrupt or liquidated during his term of office. |
President |
| 2 |
ZBIGNIEW MOLENDAVICE-PRESIDENT OF THE MANAGEMENT BOARD – DISTRIBUTION Founder of Pelion S.A., from the beginning as the Vice-President of the Management Board – Distribution. In 1990, Mr Zbigniew Molenda co-founded Hurtownia Leków MEDICINES (a wholesale pharmaceutical outlet), in which, upon its transformation into a joint-stock company, he assumed the position of Vice-President of the Management Board. The company is still operating, currently as a holding company under the name of Pelion S.A. Mr Zbigniew Molenda has remained Vice-President of the Management Board of the Company, which has been active in the healthcare sector for many years now. Mr Zbigniew Molenda is employed under an employment contract. According to his representation, Mr Molenda is not conducting any activities competitive to Pelion S.A.’s business, is not a partner in any competitive partnership under civil law or another type of partnership, or a member of a governing body of any competitive company or other legal entity. Mr Molenda has not been entered in the Register of Insolvent Debtors, maintained pursuant to the Polish National Court Register Act. Mr Zbigniew Molenda has not been a member of a governing body of any entity which would be declared bankrupt or liquidated during his term of office.. |
Vice President of the Management Board |
| 3 |
IGNACY PRZYSTALSKIVICE-PRESIDENT OF THE MANAGEMENT BOARD – SALES From 1 March 2005 in the Management Board of Pelion S.A. From 1992, Mr Przystalski worked for Carbo - a Katowice-based company engaged in the sale of pharmaceuticals. He first served as President of the Management Board of Carbo and - upon the merger of that company with Polska Grupa Farmaceutyczna S.A. - he became Deputy Director for Cooperation with Suppliers at PGF S.A., to later serve as the Katowice Branch Director and, since 2005, as Vice-President of the Management Board of PGF S.A. Currently, Mr Przystalski is Vice-President of the Management Board of the holding company, Pelion S.A. (formerly: PGF S.A.).Mr Ignacy Przystalski is employed under an employment contract. According to his representation, Mr Przystalski is not conducting any activities competitive to Pelion S.A.’s business, is not a partner in any competitive partnership under civil law or another type of partnership, or a member of a governing body of any competitive company or other legal entity. Mr Przystalski has not been entered in the Register of Insolvent Debtors, maintained pursuant to the Polish National Court Register Act. Mr Ignacy Przystalski has not been a member of a governing body of any entity which would be declared bankrupt or liquidated during his term of office. |
Vice President of the Management Board |
| 4 |
JACEK DAUENHAUERVICE-PRESIDENT OF THE MANAGEMENT BOARD – FINANCIAL STRATEGY From 1 January 2007 in the Management Board of Pelion S.A Faculty of Economics of the University of Łódź. He has also completed a number of courses and training programmes in economics and finance, including a course for investment advisers in 1993. From 1997 Mr Dauenhauer worked for Medicines S.A., and then for Polska Grupa Farmaceutyczna S.A., where he was Chief Financial Officer, and since 2007 served as Vice-President of the Management Board. Currently, Mr Dauenhauer is Vice-President of the Management Board of the holding company, Pelion S.A. (formerly: PGF S.A.). Mr Jacek Dauenhauer is not conducting any other activities, in particular, he is not conducting any activities competitive to Pelion's business, is not a partner in any competitive partnership under civil law or another type of partnership, a member of a governing body of any incorporated company, or a member of a governing body of any other legal entity competing with the Company, apart from serving as Member of the Supervisory Boards of two Pelion's subsidiaries. Mr Dauenhauer has not been entered in the Register of Insolvent Debtors, maintained pursuant to the Polish National Court Register Act. |
Vice President of the Management Board |
| 5 |
MARIOLA BELINA-PRAŻMOWSKAVICE-PRESIDENT OF THE MANAGEMENT BOARD – DEVELOPMENT AND IR From 1 January 2014 in the Management Board of Pelion S.A. Ms Mariola Belina-Prażmowska is a graduate of the University of Lodz’s Faculty of Economics and Sociology, where her principal field of study was International Economic and Political Relations. In 2005, she was certified as a Statutory Auditor.Ms Belina-Prażmowska developed her professional career working at Deloitte Audyt Sp. z o.o., where she advanced from the position of assistant to manager. She then became finance director at Clear Edge Polska Sp. z .o.o. and Thunderbird Resort Poland Sp. z o.o. (an investment fund). She joined Pelion Healthcare Group in 2009. In 2010, she was appointed Vice-President of the Management Board of BSS S.A. and a year later went on to become Head of Investor Relations at Pelion S.A. Since January 1st 2014, she has served as Vice-President of the Management Board of Pelion S.A. Ms Mariola Belina-Prażmowska is not engaged in any business activity outside of the Company, in particular any activity competing with the Company’s business, nor is she a partner in any partnership under civil law or other type of partnership competing with the Company’s business, or a member of the governing body of any company or other legal entity competing with the Company’s business. Ms Belina-Prażmowska is not entered in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act. |
Vice President of the Management Board |
The Supervisory Board is appointed for a joint term of office of one year. At least two members of the Supervisory Board are selected from among persons satisfying the independence criteria. The main powers of the Supervisory Board include approval of Pelion S.A.'s annual budgets, appointment of the audit committee and of the nomination and remuneration committee, determination of matters with respect to which adoption of a resolution by the Supervisory Board should be preceded by an opinion of the appropriate committee.
| No. | Name | Position held | Period |
|---|---|---|---|
| 1 |
JERZY LESZCZYŃSKICHAIRMAN OF THE SUPERVISORY BOARD Jerzy Leszczyński is a graduate of law from the University of Łódź and holds the academic degree of Habilitated Doctor (doctor habilitatus) in Law. Mr Leszczyński has been Chairman of the Supervisory Board of Pelion S.A. since 1994. According to his representation, Mr Jerzy Leszczyński is not conducting any activities competitive to the Company's business, is not a partner in any competitive partnership under civil law or another type of partnership, a member of a governing body of any incorporated company, or a member of a governing body of any other legal entity competing with the Company. Mr Leszczyński has not made a statement that he satisfies the criteria of an independent member of the Supervisory Board stipulated in Art. 13.2 of the Company’s Articles of Association. |
Chairman | Jan 1 – Dec 31 2016 |
| 2 |
HUBERT JANISZEWSKIDEPUTY CHAIRMAN OF THE SUPERVISORY BOARD Hubert Janiszewski holds a PhD in economics from the Warsaw University of Technology. Board and currently holds positions on the Supervisory Boards of the Deutsche Bank Group, as Chairman of the Supervisory Board of DB Securities S.A., Deputy Chairman of the Supervisory Board of Deutsche Bank PBC S.A. and Member of the Supervisory Board of Deutsche Bank Polska S.A. Currently, he is also Chairman of the Supervisory Boards of Złomrex S.A. and Unimil S.A. and Member of the Supervisory Boards of Netia S.A., Polmos Lublin S.A. and MCI S.A. Mr Janiszewski has been on the Supervisory Board of Pelion S.A. since 1999. According to his representation, Mr Hubert Janiszewski is not involved in any business outside the Company, and in particular is not conducting any activities competitive to the Company's business, is not a partner in any competitive partnership under civil law or another type of partnership, a member of a governing body of any incorporated company, or a member of a governing body of any other legal entity competing with the Company. Mr Janiszewski has not made a statement that he satisfies the criteria of an independent member of the Supervisory Board stipulated in Art. 13.2 of the Company’s Articles of Association. |
Deputy Chairman | Jan 1 – Dec 31 2016 |
| 3 |
JACEK TUCHARZMEMBER OF THE SUPERVISORY BOARD Jacek Tucharz holds an MA degree from the Faculty of Foreign Trade of the Warsaw School of Economics (SGH). He also successfully completed Postgraduate Studies in Marketing Policy at the Warsaw School of Economics. He has long-standing experience in investment fund asset management. Currently, he serves on the supervisory boards of AVIA AM Leasing S.A. of Vilnius, Lithuania, MLP Group S.A. of Pruszków, Poland, MNI S.A. of Warsaw, and Penton TFI S.A. of Warsaw. . Mr Tucharz has made a statement that he satisfies the criteria of an independent member of the Supervisory Board stipulated in Art. 13.2 of the Company’s Articles of Association. |
Member | Jan 1 – Dec 31 2016 |
| 4 |
ANNA BIENDARAMEMBER OF THE SUPERVISORY BOARD Mrs Anna Biendara graduated from the Department of Economics and Sociology at the University of Lodz. Work experience is compatibile with gained education. For years associated with the Polish Pharmaceutical Group - currently Pelion SA. where, since 1994, worked as a vice-president for financial affairs. According to the submitted statement Mrs Anna Biendara does not perform any competitive business activities against the Issuer as well as does not participate in any competitive company as a shareholder, partner or as a member of any body of a limited liability company and does not act as member of a body constituing any other competitive legal person. Mrs Biendara has not made a statement that she satisfies the criteria of an independent member of the Supervisory Board stipulated in Art. 13.2 of the Company’s Articles of Association. |
Member | Jan 1 – Dec 31 2016 |
| 5 |
JAN KALINKAMEMBER OF THE SUPERVISORY BOARD Between 1963 and 1994 he worked as scientific worker at Medical University of Łódź, and between 1980 and 1988 he worked as the manager of a hospital pharmacy in Benghazi, Libya. Since 1992, he has owned and managed a private pharmacy. He sat on the Supervisory Board of Pelion S.A. since 2003. |
Member | Jan 1 – Apr 19 2016 |
| 6 |
BARTŁOMIEJ KNICHNICKIMEMBER OF THE SUPERVISORY BOARD Mr Bartłomiej Knichnicki graduated from the Faculty of Finance and Banking of the Wrocław University of Economics. He also completed a post-graduate course in management at the Warsaw School of Economics and doctoral studies at the Department of Financial Investment and Risk Management of the Wrocław University of Economics. From 2006 to 2011 he worked for consulting and investment firms, and then until 2015 he was president of the management board of Mennica Skarbowa S.A. Currently, Mr Knichnicki serves as president of the management board of VOLANTE S.A. (corporate finance services) and deputy chairman of the supervisory board of Mennica Skarbowa S.A. Mr Knichnicki has made a statement that he satisfies the criteria of an independent member of the Supervisory Board stipulated in Art. 13.2 of the Company’s Articles of Association. |
Member | Apr 19 – Dec 31 2016 |
On April 19th 2016, the Annual General Meeting of Pelion S.A. appointed the following persons as members of the Supervisory Board: Jerzy Leszczyński, Hubert Janiszewski, Jacek Tucharz, Anna Biendara and Bartłomiej Knichnicki. As at December 31st 2016, Mr Jacek Tucharz and Mr Bartłomiej Knichnicki satisfied the independence criteria.
In 2016, the Audit Committee and the Nomination and Remuneration Committee operated within the Supervisory Board.