On 26 June 2014, at the request of the State Treasury of the Republic of Poland, the General Meeting appointed Paweł Tamborski as President of the Management Board. The decision took effect on 25 July 2014 after three conditions were met:

  • Paweł Tamborski received the consent of the Committee for the Review of Requests for Consent for Employment of Persons Who Performed Public Functions appointed by the Prime Minister pursuant to Article 7 of the Act on Restrictions on Business Activity of Persons Performing Public Functions of 21 August 1997 (Journal of Laws of 2006, No. 216, item 1584) (condition met on 8 July 2014);
  • delivery to the Company of a decision of the Polish Financial Supervision Authority approving the change on the Exchange Management Board (condition met on 24 July 2014); 
  • and approval of WSE’s financial statements for 2013 by the Ordinary General Meeting (on 25 July 2014).

On 25 July 2014, the Exchange Supervisory Board acting on request on the President of the Management Board appointed members of the WSE Management Board for a new term of office including:

  • Dariusz Kułakowski as Vice-President of the WSE Management Board,
  • Karol Półtorak as Vice-President of the WSE Management Board,
  • Mirosław Szczepański as Vice-President of the WSE Management Board,
  • Grzegorz Zawada as Vice-President of the WSE Management Board.

For Grzegorz Zawada and Karol Półtorak, the change on the WSE Management Board required the consent of PFSA; consequently, the appointment decision took effect on 27 August 2014 and 9 September 2014, respectively.

As at the end of 2014, and as at the date of preparation of this Report, the Exchange Management Board has five members, including the President of the Management Board, as presented in the table below.

WSE Management Board

Prezes Zarządu GPW

Paweł Tamborski
President of the WSE Management Board
On the WSE Management Board since July 2014.
More than 20 years of experience in investment banking.
Chairman of the Supervisory Board of KDPW S.A. and the Supervisory Board of PolPX.

Wiceprezes GPW

Dariusz Kułakowski
Vice-President of the WSE Management Board
Responsible for: IT and technology
On the WSE Management Board since 2013.
More than 13 year of experience in IT management

Wiceprezes GPW

Karol Półtorak
Vice-President of the WSE Management Board
Responsible for: Finance
On the WSE Management Board since September 2014.
More than 15 years of experience in investment banking and finance.
Chairman of the Supervisory Board of KDPW_CCP S.A., Member of the Supervisory Board of KDPW S.A., Member of the Supervisory Board of Centrum Giełdowe S.A.

Wiceprezes GPW

Mirosław Szczepański
Vice-President of the WSE Management Board
Responsible for: Operations
On the WSE Management Board since 2013.
20 years of experience in finance management.
Chairman of the Supervisory Board of Instytut Rynku Kapitałowego – WSE Research S.A., Member of the Board of Directors of Aquis Exchange Ltd.

Wiceprezes GPW

Grzegorz Zawada
Vice-President of the WSE Management Board
Responsible for: Strategy and development
On the WSE Management Board since August 2014.
More than 18 years of experience in investment banking.
Chairman of the Supervisory Board of BondSpot S.A., Member of the Supervisory Board of PolPX.

APPOINTMENT AND DISMISSAL OF MANAGEMENT BOARD MEMBERS

The Exchange Management Board consists of three to five members, including the President of the Management Board. The Exchange Management Board members are appointed for a joint four-year term. The President of the Management Board is appointed by the General Meeting. The other members of the Exchange Management Board are appointed by the Exchange Supervisory Board at the President’s request. At least one member of the Exchange Management Board should be appointed by a qualified majority of four-fifths of votes. However, if the Exchange Supervisory Board fails to appoint a Exchange Management Board member in such a manner within one month from the event which gives rise to the obligation to appoint such member, such member will be appointed by an absolute majority by the General Meeting.

The first election of Exchange Management Board members under the above rules is held to appoint Exchange Management Board members for a new term of office or in the case of expiry of a Exchange Management Board member’s mandate. Exchange Management Board members can serve as board members in other business entities only with the approval of the Exchange Supervisory Board.

Given that the Company operates a stock exchange, additional rules regarding the composition of the Exchange Management Board apply under the Act on Trading in Financial Instruments of 29 July 2005. Accordingly, the Management Board should include persons with higher education, at least three years of experience in financial market institutions, and a spotless reputation as regards the functions they perform. If a company running an exchange organises an alternative trading system, the above conditions should also be satisfied by the persons directing those activities, unless members of the Exchange Management Board direct the organisation of the alternative trading system.

Changes to the composition of the Exchange Management Board require the consent of the Polish Financial Supervision Authority, which is granted at the request of the Exchange Supervisory Board. The Polish Financial Supervision Authority may refuse to grant consent if the proposed changes do not ensure that operations will be conducted in a way which does not jeopardize the safety of securities trading and properly safeguards the interests of participants in that trading.

POWERS OF THE MANAGEMENT BOARD

The Exchange Management Board handles the Company’s affairs and assets, and represents it in its dealings with third parties. The Exchange Management Board exercises all powers that are not vested in the General Meeting or the Exchange Supervisory Board. Resolutions of the Exchange Management Board are adopted by an absolute majority of votes. Two Exchange Management Board members acting jointly or a Exchange Management Board member acting together with a commercial proxy are authorised to represent the Company. As at the date of preparation of this Report, no commercial proxies have been granted. Pursuant to § 5.3 of the Articles of Association, the Exchange Management Board may, with the consent of the Exchange Supervisory Board, make interim dividend payments to the shareholders on the terms laid down in the Code of Commercial Companies and Partnerships. The Management Board has, however, no authority to issue or buy out shares.

COMPOSITION OF THE MANAGEMENT BOARD AND CHANGES IN 2014

The composition of the WSE Management Board at the end of 2013 was as follows:

Composition of the Exchange Management Board of the previous term of office

As at 31 December 2013 and 25 July 2014 
Adam Maciejewski President of the Management Board
Beata Jarosz Vice-President of the Management Board
Paweł Graniewski Vice-President of the Management Board
Dariusz Kułakowski Member of the Management Board
Mirosław Szczepański Member of the Management Board

This composition of the WSE Management Board continued until the mandates of its members expired, i.e., the Management Board of the new term of office was effectively appointed.

PARTICIPATION OF WOMEN AND MEN IN THE EXCHANGE MANAGEMENT BOARD

According to the Code of Best Practice for WSE Listed Companies (Section II.1.2a), WSE publishes information on the participation of women and men in the Exchange Management Board at the end of the year and, additionally, the date when the proportions changed during the year.

Number of women and men on the Exchange Management Board

As at:Number of womenNumber of men
31 December 2010  2 2
31 December 2011  2 2
31 December 2012  2 2
15 February 2013  2 1
1 April 2013  1 1
9 April 2013  1 3
22 May 2013  1 4
31 December 2013  1 4
25 July 2014  0 3
27 August 2014  0 4
9 September 2014  0 5
31 December 2014  0 5