In accordance with §17 of the Statute, the Supervisory Board consists of 5 to 7 members. Members of the Supervisory Board are appointed and dismissed by the General Meeting. Members of the Supervisory Board are appointed for a joint, three-year term. Detailed competences and duties of the members of the Supervisory Board were presented in the Articles of Association of the Company and the Regulations of the Supervisory Board.
|Full name||Role at the Supervisory Board||Beginning of the current term||End of the current term|
|1||Wiesław Rozłucki||Chairman of the Supervisory Board||2020||2023|
|2||Bartosz Wojciechowski||Deputy Chairman of the Supervisory Board||2020||2023|
|3||Herbert Wirth||Supervisory Board Member||2020||2023|
|4||Piotr Lembas||Supervisory Board Member||2020||2023|
|5||Beata Turlejska-Zduńczyk||Supervisory Board Member||2020||2023|
DR. WIESŁAW ROZŁUCKI
CHAIRMAN OF THE SUPERVISORY BOARD
Meets the independence criterion *
Year of birth: 1948
A graduate of the Foreign Trade Department of the Central School of Planning and Statistics (now the Warsaw School of Economics); holder of a British Council scholarship at the London School of Economics; obtained a PhD degree in economic geography from the Polish Academy of Sciences (PAN).
In 1973–1990, a researcher at the Institute of Geography and Spatial Management of the Polish Academy of Sciences. He was also the Secretary of the Polish Committee of the International Geographical Union. Since 1990, he dealt with ownership transformations – first as an advisor to the Minister of Finance, and then as Head of the Capital Market Development Department at the Ministry of Privatisation. In 1991–1994, a member of the Securities Commission. In the 1990s, he was a member of the Economic Development Council of President of Poland.
From 1991 to 2006, President of the Management Board of the Warsaw Stock Exchange (Giełda Papierów Wartościowych S.A.) and Chairman of the Supervisory Board of the Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych) and the Depository for Securities S.A. He was a member of the World Federation of Exchanges (WFE) and the Federation of European Securities Exchanges (FESE) as well as a member of the Market Participants Consultative Panel of the Committee of European Securities Regulators (CESR) and Chairman of the Jury of the Economic Award of the President of Poland.
Currently, he is the chairman of the supervisory board of Bank BPH S.A. He holds the function of the CEO of the Polish Institute of Directors Foundation and of the Programme Board of Harvard Business Review Polska. He also carries on his own consulting business. He was awarded the Commander’s Cross with Star of the Order of Polonia Restituta and the French L’Ordre National du Merite.
Dr. Bartosz Wojciechowski
DEPUTY CHAIRMAN OF THE SUPERVISORY BOARD
Year of birth: 1980
Obtained a degree in law and psychology from the University of Silesia in Katowice. He also completed post-graduate studies in intellectual property law at the Jagiellonian University in Kraków. In 2018, he started a patent attorney apprenticeship.
A solicitor, researcher and academic. Bartosz Wojciechowski runs his own law firm: BWW Kancelaria Adwokacka. For more than 10 years, he has been providing legal services to individual entrepreneurs, partnerships and companies from the commercial, industrial, IT, cosmetics and publishing industries.
In the past, he was a member and chairman of the supervisory board of Kubara Investment House S.A.; in March 2015, he was appointed chairman of the supervisory board of Kubar Lamina S.A. with its registered office in Piaseczno.
He has never been a partner, shareholder or member of governing bodies of any companies that have capital links with the Issuer or that provide any goods or services to the Issuer. He has never provided any goods or services to the Issuer.
BEng, PhD, DSc HERBERT WIRTH
SUPERVISORY BOARD MEMBER
Year of birth: 1956
Professor Herbert Wirth, BEng, PhD, DSc holds a degree from the AGH University of Science and Technology in Cracow at the Department of Geology and Exploration. He completed post-graduate studies in mining and engineering geology at the Wrocław University of Technology and in project management at The George Washington University School Business and Public Management.
Manager with many years of experience in the field of global mining company management. Between 2009-2016, he was President of the Management Board of KGHM Polska Miedź S.A., the world’s largest silver producer and world’s 8th copper producer. Earlier, from 1998 he held a number of managerial functions at KGHM, including Business Development Director and Geological Research and Analysis Manager.
Currently, he works as a professor in the Faculty of Geoengineering, Mining and Geology at the Wroclaw University of Science and Technology. Member of the Executive Board of an European organization EIT Raw Materials, Vice President of The Employers of Poland Organization, a Member of The Polish Academy of Sciences and Member of The Royal Swedish Academy of Engineering Sciences.
Herbert Wirth has certificates and authorizations related to environmental and quality management. Certified auditor. Author and co-author of many articles, publications and books from the field of geology, resources management, economics of the mining companies.
Supervisory Board Member
Year of birth: 1978
Managing Partner in the Leonarto Fund. She is responsible for managing the Fund’s investment portfolio. She holds a master’s degree in economics in finance, and is an expert in human resources management and marketing. Graduated from the Warsaw School of Economics and Lazarski University. Leonarto Fund is a closed-end investment vehicle built from shares in 18 selected technology companies (telemedicine, molecular biology, biotechnology, nanotechnology, space industry, HrTech, FinTech, AI + deep learning, sense and avoid, Unmanned Aerial Vehicle).
SUPERVISORY BOARD MEMBER
Meets the independence criterion *
Year of birth: 1989
Holder of a BA degree in Finance and Accounting at the Faculty of Management, Computer Science and Finance of the University of Economics in Wrocław. Then he earned a degree in Master Studies in Finance, a CFA affiliate programme. He holds the Chartered Financial Analyst (CFA) certificate (no. 200403).
Since 2017, he has been the managing partner at P&V sp. z o.o. sp.k., a consulting firm that provides transaction advice. He is responsible for conducting consultancy projects relating to the acquisition of finance for companies at an early stage of development. In addition, he is a co-founder and CEO of RacoCars sp. o.o. (trading as Indigo Tech brand), an entity operating in the electric vehicle charging infrastructure sector, offering a comprehensive range of products and services for commercial properties.
Earlier, in 2013–2015, Piotr Lembas worked with EY Corporate Finance as a senior consultant and as a senior financial analyst at Adiuvo Investments (2015–2017) with a responsibility for company valuations and financial modelling.
Mr Piotr Lembas does not pursue any business activity outside the Issuer that would be of major significance to the Company’s business.
Conflict of interests and connections
There are no actual or potential conflicts of interest relating to any member of the Management Board or the Supervisory Board between their personal interests and their obligations towards the Company, including with respect to performance of any functions they hold at other economic operators whose business is in competition against the Company.
The President of the Management Board, Filip Granek, is the cousin of the Vice-Chairman of the Supervisory Board, Mr. Bartosz Wojciechowski.
There are no other family connections between Members of the Management Board or Members of the Supervisory Board and between Members of the Management Board and Members of the Supervisory Board.
* In accordance with the detailed rules II.Z.6 and II.Z.4 of the Code of Best Practice for WSE Listed Companies. The list of rules followed by the Issuer can be found HERE
The Supervisory Board appointed an Audit Committee at the Company, pursuant to Article 128(1) of the Act on Statutory Auditors. The Audit Committee is particularly responsible for the tasks referred to in Article 130(1) of the Act on Statutory Auditors, including for:
- monitoring the financial reporting process;
- monitoring the effectiveness of the internal control, risk management and internal audit systems, also in the scope of financial reporting;
- monitoring the performance of financial audits, in particular audits carried out by audit firms, including any findings and recommendations of the Polish Financial Supervision Authority (KNF) arising from inspections held at the audit firm.
The brief of the Audit Committee is set out in the “Terms of Reference of the Audit Committee of XTPL S.A.” adopted by the Supervisory Board by Resolution No. 5/06/2018 of 5 June 2018.
The Audit Committee consists of 3 (three) members. As at the Prospectus Date, the members of the Audit Committee are:
|Full name||Role at the Audit Committee||Additional competencies of the Audit Committee members|
|1||Piotr Lembas||Chairman of the Audit Committee||He has knowledge and accounting skills within the meaning of the Act on Statutory Auditors. He has a degree in finance and accounting and holds CFA designation. For nearly two years, he worked in the financial department of the Adiuvo Investments S.A. Group, where he supported the financial director in the preparation of financial statements to comply with the obligations imposed on WSE listed companies. Meets the independence criterion *|
|Wiesław Rozłucki||Member of the Audit Committee||Has knowledge and skills in the area of capital markets. From 1991 to 2006, President of the Management Board of the Warsaw Stock Exchange (Giełda Papierów Wartościowych S.A.). Currently, the Chairman of the Supervisory Board of BPH Bank. Meets the independence criterion *|
|3||Herbert Wirth||Member of the Audit Committee||Professor Herbert Wirth has knowledge of the materials technology industry (obtained BEng, PhD degrees from the University of Science and Technology in Kraków; currently professor in Wrocław University of Technology), and the business management industry (completed postgraduate studies in project management, including at the George Washington University School of Business and Public Management). Professor Herbert Wirth has also skills in the area of materials technologies, international trade and global business administration (e.g. acquired during his role as the CEO of KGHM). Moreover, he has experience in research & development – he held, for example, managerial functions at the Copper R&D Center Cuprum sp. z o.o., and served as Head of Development and Project Management at KGHM). Meets the independence criterion *|
* According to article 129.3 Act of Statutory Auditors