Date appointed: May 21, 2019
Mirosław Kowalik has been connected with the power energy for over 20 years, holding managerial positions on an operating and strategic level. In 2015, he managed SNC Lavalin Sp. z o.o. Polska as Vice-President of the Board and Business Development Director. During 1999-2015, he worked on various managerial positions for ASLTOM Power Group, recently as Marketing and Sales Director. Connected with the ABB concern during 1995–1998. Mr. Kowalik is a graduate of the Faculty of Energy Engineering of the Gdynia Maritime University. He graduated from MBA (Rotterdam School of Management programme in cooperation with the University of Gdańsk and Gdańsk Foundation for Management Development), achieving the degree of Executive Master of Business Administration. He is also a graduate of postgraduate studies of Corporate Finance Management at the Warsaw School of Economics. He has also completed many specialist product and management training courses, including most recently four-year part-time doctoral studies and two-year postgraduate Executive Doctor of Business Administration studies at the Institute of Economics of the Polish Academy of Sciences.
Scope of competence: chairs the work of the Management Board and directly coordinates the activities of the Company and ENEA Group in accordance with the adopted Strategy.
Date appointed: May 21, 2019
Piotr Adamczak has been connected with the power industry for over 20 years. He commenced his professional career in Zakład Energetyczny Poznań. He managed the Market Organisation Department in EnergoPartner Wielkopolska. During 2002-2011, he worked in Energetyka Poznańska, and after the consolidation in Grupa Energetyczna ENEA S.A., on the positions of the Office Manager, Division Manager and Department Director, he dealt with the centralisation and realisation of tasks within the wholesale trade in electricity, duties of a commercial and technical coordinator, commercial coordinator, and commercial cooperation with RES as well. From 2011, he worked on the position of Office Manager, and from 2013 of Trading Department Director in ENEA Trading, where he dealt with commercial activities on electricity markets, proprietary interests to certificates of origin, emission allowances and commercial cooperation with RES for the account of ENEA Group companies. Mr. Adamczak is a graduate of the Poznań University of Technology, majoring in Electrical Engineering at the Faculty of Electrical Engineering. He also graduated from Postgraduate Studies in Economic Problems of Power Sector Transformation at the Warsaw School of Economics, and Postgraduate Studies in Electricity Trade Management at the Poznań Trade and Services College.
Scope of competence: Supervision and coordination of the overall tasks related to the trading activity and Customer service.
Date appointed: May 21, 2019
Mr Jarosław Ołowski is a graduate of the Warsaw School of Economics, majoring in Economic Policy and Finance. He completed Post-Graduate Studies at the Koźmiński University in Warsaw in the field of Tax Law, Finance, Business Law, and IFRS. Mr Jarosław Ołowski has over 20 years of experience in management, including strategic and operational management, and international financial management. He is a certified accountant, expert in the fields of: management accounting and controlling, international accounting standards, tax law, strategic management and international trade. During his professional career, he has served, among others, as Vice-President of the Management Board of ENEA Wytwarzanie Sp. z o.o. for Economic and Financial Affairs, President of the Management Board of Agencja Rozwoju Mazowsza S.A., President of the Management Board of Optimus S.A., Member of the Management Board of PKS Polonus w Warszawie S.A., Vice-President of Agencja Rynku Rolnego (Agricultural Market Agency, and CFO of the Courtaulds Packaging Division/Betts Poland.
Scope of competence: Supervision and coordination of all economic, financial and accounting issues related to risk management in the Company and Enea Capital Group as well as teleinformatics and controlling.
Date appointed: May 21, 2019
Zbigniew Piętka has been involved in the power sector for almost 40 years. From 2016, he was Deputy Director of the Maritime Office in Szczecin for technical affairs. From 2009 to 2014, he worked as an electro-technical officer in the Polish Shipping industry, with which he was also associated at the beginning of his career from 1981 to 1994. From 2007 to 2008, he was Vice-President of ENEA for Infrastructure. He also gained managerial experience in the Szczecin-Świnoujście Seaports Authority, where in 1994-2007 he was Head of the Energy Department - Main Energy Officer. Mr. Piętka is a graduate of the Faculty of Electrical Engineering of the Szczecin University of Technology. He also completed Postgraduate Studies at the Warsaw University of Technology in the field of energy company management in the conditions of development of energy markets. Scope of competence: Supervision and coordination of all issues related to Corporate Governance, ownership supervision, services in ENEA Group.
Scope of competences: Supervision and coordination of all issues related to the Corporate Governance, corporate governance, services in the ENEA Capital Group.
Supervisory Board of ENEA S.A.
On 20 May 2019, the Ordinary General Meeting of ENEA S.A. appointed Members of the Supervisory Board for a joint 10th term of office with effect from 21 May 2019:
- Stanisław Kazimierz Hebda as President of the Supervisory Board,
- Paweł Jabłoński as Member of the Supervisory Board,
- Michał Dominik Jaciubek as Member of the Supervisory Board,
- Paweł Koroblowski as Member of the Supervisory Board,
- Ireneusz Kulka as Member of the Supervisory Board,
- Maciej Mazur as Member of the Supervisory Board,
- Piotr Mirkowski as Member of the Supervisory Board,
- Mariusz Pliszka as Member of the Supervisory Board,
- Roman Stryjski as Member of the Supervisory Board.
On 2 December 2019, the Company received the resignation of Paweł Jabłoński, dated 27 November 2019, from the function of a member of the Supervisory Board of ENEA S.A., as well as from the function of the Vice-Chairman of the Supervisory Board and the Chairman of the Nominations and Remuneration Committee.
On 12 December 2019, the Supervisory Board elected Mariusz Pliszka to become the Deputy Chairman of the ENEA S.A. Supervisory Board.
On 3 February 2020, the Company received a statement of the Minister of State Assets on the same day on the exercise by the Minister of State Assets of the right to appoint a member of the Supervisory Board of ENEA S.A. pursuant to Article 24(1) of the Company’s Statute. In accordance with the abovementioned authorisation, Bartosz Nieścior was appointed to the Company’s Supervisory Board on 3 February 2020.
On 6 February 2020, Mariusz Pliszka resigned from the position of Vice-Chairman of the Supervisory Board of ENEA S.A. effective on that date.
On 6 February 2020, the Supervisory Board elected Bartosz Nieścior as Deputy Chairman of the Supervisory Board of ENEA S.A.
On 6 February 2020, Stanisław Kazimierz Hebda resigned from the Supervisory Board of ENEA S.A. effective on that date.
On 19 March 2020, the Extraordinary General Meeting of the Company appointed, effective as of 19 March 2020, Ms. Izabela Felczak-Poturnicka, who was appointed Chairwoman of the Supervisory Board, and Mr. Mariusz Fistek.
On 27 May 2020 the Company received a statement from the Minister of State Assets that the Minister of State Assets has exercised its powers to dismiss a member of the ENEA S.A. Supervisory Board pursuant to § 24 sec. 1 of the Company’s Articles of Association. Based on the aforementioned powers, Mr. Bartosz Nieścior was dismissed from the Company's Supervisory Board as of 27 May February 2020.
On 27 May 2020 the Company received a statement from the Minister of State Assets that the Minister of State Assets has exercised its powers to appoint a member of the ENEA S.A. Supervisory Board pursuant to § 24 sec. 1 of the Company’s Articles of Association. Based on the aforementioned powers, Mr. Paweł Szczeszek was appointed to the Company's Supervisory Board as of 27 May February 2020.
As at the date of publication of this report, the Supervisory Board of Company of the 10th term of office consists of eight members and operates in the following composition:
- Izabela Felczak-Poturnicka – President of the Supervisory Board
- Michał Dominik Jaciubek – Secretary of the Supervisory Board,
- Mariusz Fistek – Member of the Supervisory Board
- Paweł Koroblowski – Member of the Supervisory Board
- Ireneusz Kulka – Member of the Supervisory Board,
- Maciej Mazur – Member of the Supervisory Board ,
- Piotr Mirkowski – Member of the Supervisory Board,
- Mariusz Pliszka – Member of the Supervisory Board,
- Roman Stryjski – Member of the Supervisory Board,
- Paweł Szczeszek – Member of the Supervisory Board.
Committee of the Supervisory Board of ENEA S.A.
In accordance with the provisions of the Regulations of the Supervisory Board, within the Supervisory Board operated the Audit Committee and the Nominations and Remuneration Committee.
The Audit Committee is composed of the following persons:
- Ireneusz Kulka - Chair
- Maciej Mazur - Member
- Piotr Mirkowski - Member
- Mariusz Pliszka - Member
- Roman Stryjski - Member
 Independent Member within the meaning of Article 129 Item 3 of the Act of 11 May 2017 on certified auditors, audit companies and public supervision and within the meaning of corporate governance principles included in the Code of Best Practice for WSE Listed Companies 2016.
 Member with knowledge and skills in accounting or auditing financial statements,
 Member with knowledge and skills in the industry in which the issuer operates.
Nominations and Remuneration Committee
- Izabela Felczak-Poturnicka - Member
- Michał Dominik Jaciubek - Member
- Paweł Koroblowski - Member
- Piotr Mirkowski - Member
 Independent Member within the meaning of corporate governance principles included in the Code of Best Practice for WSE Listed Companies 2016.
Cooperation with the audit company
The audit firm selection polity applicable in ENEA S.A. mainly assumes the avoidance of any conflicts of interests in such a way that, prior to the acceptance or continuation of audit engagement, the audit firm declares whether the independence requirements are fulfilled (both with regard to the audit firm and statutory auditor), and in particular whether any threats to independence arise in relation to ENEA S.A. The audit firm confirms annually to the audit committee its independence and discusses any threat to its independence as well as the safeguards applied to mitigate those threats. In addition, when selecting an audit firm, the audit team’s experience in auditing, its competence, financial criteria and human resources are taken into account. The selection of an audit firm shall respect the principle of impartiality and independence of the audit firm, in accordance with the legal provisions on mandatory rotation of audit firms and key statutory auditors, mandatory grace periods and results of audit firm inspections contained in the annual report published by the Audit Supervision Authority. The audit firm selection policy shall also ensure the rotation of audit firms and statutory auditors in accordance with the provisions of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight (Journal of Laws of 2017, item 1089, as amended) (“Act on Statutory Auditors”).
ENEA S.A. and its subsidiaries may use acceptable services (defined in Article 136 of the Act on Statutory Auditors) provided by an audit firm conducting an audit of ENEA S.A
The policy of providing acceptable services other than audits by an audit firm includes a closed catalogue of acceptable services, the provision of which shall be possible only in the scope not related to the tax policy of the companies belonging to ENEA Group. The acceptable service other than audit may be provided by an audit firm conducting an audit of ENEA S.A. provided that it has been previously approved by the audit committee following an assessment of threats to and safeguards for the audit firm, the key statutory auditor and other audit team members. Additionally, should the audit firm conducting an audit of ENEA S.A. provide acceptable services other than audits for at least three consecutive financial years, then the remuneration for the provision of such services is limited to 70% of the average remuneration over the last three consecutive financial years paid for the statutory audit of ENEA S.A. and, where appropriate, its subsidiaries and consolidated financial statements of this group of companies. In case of prohibited services, i.e. services other than acceptable services, they cannot be provided directly or indirectly in ENEA S.A. and its subsidiaries by the audit firm conducting an audit of ENEA S.A. from the beginning of the audited period until the issuance of a report from the audit.
In 2019, no formalised diversity policy was implemented in ENEA S.A. with regard to the Company’s authorities (Members of the Management Board and Supervisory Board) and its key managers.
The Company makes efforts to ensure that each selection of its authorities and key managers takes place in accordance with commonly binding legal regulations and is preceded by a thorough analysis of experience, competences, skills and substantive preparation of each of the candidates, irrespective of other non-substantial criteria, such as, in particular, gender or age.
In the Company’s opinion, the above mentioned criteria for the evaluation of the candidates for the aforementioned positions allow for the selection of candidates ensuring the possibility of implementing the strategy and developing the Company’s business.