REMUNERATION OF WSE MANAGEMENT BOARD MEMB ERS
In the period when the State Treasury held more than 50% of the shares in the WSE, i.e. until the completion of the IPO, the remuneration of the members of the WSE Management Board and WSE Supervisory Board was capped in compliance with the Act on Paying Remuneration to the Managers of Certain Legal Entities of March 3, 2000 (Official Journal from 2000, No. 26, item 306, as amended: “the Remuneration Act”). Following the IPO and until the end of the financial year, the terms of remuneration due to the members of the WSE Management Board and WSE Supervisory Board did not change.
On June 27, 2006 the Annual General Meeting of the Company adopted a resolution on determining the amount of remuneration for the President of the WSE Management Board whereby the amount of monthly remuneration was set at the maximum amount determined under Article 8.3 of the Remuneration Act. That maximum amount is six times the amount of an average monthly remuneration in the enterprise sector, net of profit bonuses for the fourth quarter of the previous year, as announced by the President of the Central Statistical Office. Pursuant to the Articles of Association, the Exchange Supervisory Board adopted a resolution which set the amount of monthly remuneration of WSE Management Board members at the same rate as the remuneration of the President of the WSE Management Board on July 14, 2006. The amount of monthly remuneration for the President and the members of the WSE Management Board was set for the entire term of office.
In the period when the State Treasury held more than 50% of the shares in the WSE, i.e. until the completion of the IPO, the President and the members of the WSE Management Board were entitled to additional benefits under the Regulation of the President of the Council of Ministers of January 21, 2003, which provides a detailed list of additional benefits that can be granted to the managers of certain legal entities and the procedure for
granting them (Official Journal from 2003, No. 14, item 139). After the IPO, until the balance sheet date, the rules for additional benefits did not change.
Pursuant to the Articles of Association, the power to determine the terms of the employment contracts and the amount of remuneration due to the President and the other members of the WSE Management Board has been vested with the WSE Supervisory Board. However, the terms of the employment contracts and the amount of remuneration due to the other members of the WSE Management Board are determined upon the request of the President, provided that as long as the State Treasury holds more than 50% of the shares, the amount of remuneration due to the President of the WSE Management Board and the rules governing the remuneration of other members of the WSE Management Board are determined by the General Meeting.
Remuneration, other benefits and unused holiday of the members of the WSE Management Board, including remuneration from subsidiaries and associates6 in 2010 in PLN thousand
WSE
Remuneration, other benefits and unused holiday of the members of the WSE Management Board, including remuneration from subsidiaries and associates7 in 2009 in PLN thousand
WSE
TERMS OF EMPLOYMENT CONTRACTS WITH MEMBERS OF THE WSE MANAGEMENT BOARD
The Company executed employment contracts with the following members of the WSE Management Board:
6 Includes subsidiaries, associates and KDPW_CCP a company established in 2010, which is a subsidiary of associate; remuneration, additional benefits and provision for unused holiday include also potential termination benefits.
7 As above.
Employment contracts with members of the WSE Management Board As at December 31, 2010
Contract term from Contract duration Position held
Ludwik Sobolewski June 29, 2006
The WSE Management Board member’s employment contracts can be terminated without notice on the terms provided in the Polish Labor Code or by the Company or a WSE Management Board member at a three months’
notice, except that if the President of the WSE Management Board terminates his employment agreement two weeks’ notice will apply. Each WSE Management Board member is entitled to severance pay equal to three times the monthly remuneration applicable on the date of termination if the WSE Management Board member’s employment contract is terminated for reasons other than a breach of basic terms of the employment relationship.
All the WSE Management Board members have signed a non-competition agreement with the Company which provides that during 12 months from termination of their employment agreements with the Company, the WSE Management Board members will not perform any activity competitive towards the Company. During the non-competition period after termination of the employment relationship the members of the WSE Management Board will have the right to a compensation equal to 90% of their remuneration received during 12 full months preceding the employment agreement termination date.
REMUNERATION OF WSE SUPERVISORY BOARD MEMBERS
According to the Articles of Association, the WSE Supervisory Board Members receive remuneration which is set by the General Meeting. Pursuant to the last Resolution of the Company’s General Meeting of June 30, 2010, the amount of monthly remuneration of the WSE Supervisory Board members has been set at the maximum amount determined in Article 8.8 of the Act on Paying Remuneration to the Managers of Certain Legal Entities of March 3, 2000 (Official Journal from 2000, No. 26, item 306, as amended), i.e., the amount of an average monthly remuneration in the enterprise sector, net of profit bonuses for the fourth quarter of the previous year, as announced by the President of GUS. The above rules ceased to apply after the IPO, i.e. when the State Treasury no longer holds more than 50% of the shares in the WSE.
Remuneration of the Supervisory Board members in PLN thousand
For the year ended
Source: WSE; * Małgorzata Kalicka was not the Supervisory Board member in 2010