Executive remuneration system

GRI indicators

The solutions adopted in the company's remuneration policy should contribute to the business strategy, long-term interests and stability of the company.

Evaluation of the performance of the highest governance body

  • 2-18

The performance assessment of the highest management body in overseeing the management of the organisation’s impact on the economy, society and people is independent. The current principles for shaping the remuneration of the Members of the Management Board were established by the Extraordinary General Meeting of PGE Polska Grupa Energetyczna SA in its resolution of March 7, 2022. The general catalogue of management objectives includes:

  • achievement of the EBITDA ratio for PGE Group at the level specified in the in the approved material and financial plan for a given financial year,
  • meeting covenants under loan agreements (Net debt/EBITDA) ratio (Net debt/EBITDA),
  • time availability factor of selected generation units of PGE Group,
  • implementation of specific strategic investment projects and programs,
  • a) adapting to the essence of the structural changes in the sector by implementing programs and strategic projects other than the above,
  • effective use of innovation potential,
  • building a systemic approach to communication in PGE Group by design.

The additional management objectives conditioning the possibility of receiving the variable part of the remuneration relate to the shaping and application of the principles of remuneration for members of management and supervisory bodies and in accordance with the Act on the Principles of State Property Management and the fulfilment of the specific obligations under this Act.

The Supervisory Board, on the basis of the company's articles of association, sets management objectives for the Management Board and determines the remuneration and other contractual terms and conditions and concludes agreements with the members of the Management Board (including the President of the Management Board), subject to the powers of the General Meeting of the company under mandatory regulations.

In addition, the Nominations and Remuneration Committee of the Supervisory Board is tasked with periodically reviewing the remuneration system for the members of the Management Board and executives reporting directly to the members of the Management Board, including management contracts and incentive systems, and with submitting proposals to the Supervisory Board on how to shape them in order to achieve the company’s strategic objectives.

The Nomination and Remuneration Committee also provides the Supervisory Board with an opinion on the justification for the award of performance-based remuneration in terms of assessing the extent to which the company’s specific tasks and objectives have been achieved.

PGE Polska Grupa Energetyczna S.A. also has a Remuneration Policy for the Members of the Management Board and the Supervisory Board, which sets out the bases and rules for determining, calculating and paying the remuneration of the Members of the Management Board and the Supervisory Board.

It was adopted by the resolution of the Ordinary General Meeting of the Company on June 26, 2020 and amended by the resolution of the Ordinary General Meeting on June 22, 2022.

Process to determine remuneration for members of PGE SA's Management Board

  • 2-20

The remuneration of the members of the Management Board and Supervisory Board and key managers is sufficient to attract, retain and motivate people with the competences necessary for the proper management and supervision of the company.

On September 9, 2016, the Act of June 9, 2016 on the principles for shaping the remuneration of persons managing certain companies – the so-called new chimney stack law – entered into force.

The New Chimney Law regulates, among other things, the manner in which the principles for shaping the remuneration of the members of the Management Board and Supervisory Board in companies with State Treasury shareholding (i.e., e.g., PGE SA) are determined, including, in particular, how the remuneration of the members of the Management Board and Supervisory Board is determined and awarded (the principles for shaping the remuneration of the Management Board and Supervisory Board are adopted by the General Meeting, and the Supervisory Board adopts resolutions on the terms of remuneration of individual members of the Management Board on this basis). The Act also specifies selected provisions of management service contracts concluded with the Members of the Management Board.

On December 14, 2016, the Extraordinary General Meeting of the Company adopted resolution no. 4 on shaping the principles of remuneration of the Members of the Management Board of PGE SA, amended by resolution no. 37 of the Ordinary General Meeting of the Company of June 27, 2017. Subsequently, on March 7, 2022, the Company’s Extraordinary General Meeting adopted Resolution 5 revoking the previously adopted principles for shaping the remuneration of the Members of the Management Board of the Company and introduced new principles for shaping the remuneration of the Members of the Management Board of the Company.

The changes resulting from the resolution of March 7, 2022 were subsequently incorporated into the Remuneration Policy for the Members of the Management Board and Supervisory Board of PGE S.A. by Resolution 11 of the Ordinary General Meeting of the Company of June 22, 2022. In accordance with the Company’s internal acts in force, the remuneration of the Members of the Management Board consists of a fixed part, representing basic monthly remuneration, and a variable part, representing supplementary remuneration for the Company’s financial year, dependent on the achievement of management objectives.

Amounts of remuneration and benefits received in 2022 by the Members of the Management Board of PGE SA (in PLN)
XLS

First and last name of
Management Board member		 Fixed remuneration -management contract Variable remuneration for 2021 Other components
Severance pay/non-compete compensation		  

Refund of social insurance contributions

 Sum total
Wojciech Dąbrowski 792 680.40 407 319.60 0.00 3 236.89 1 203 236.89
Wanda Buk 739 835.04 384 714.20 0.00 0.00 1 124 549.24
Paweł Cioch 651 465.85 384 714.20 246 611.68 0.00 1 282 791.73
Lechosław Rojewski 739 835.04 217 126.40 0.00 0.00 956 961.44
Paweł Śliwa 739 835.04 384 714.20 0.00 0.00 1 124 549.24
Ryszard Wasiłek 739 835.04 384 714.20 0.00 0.00 1 124 549.24

The total value of remuneration received in 2022 by the Members of the Management Board of PGE SA amounted to PLN 6.8 million (according to PIT11). In 2022, on a cost basis (including surcharges and provisions), the cost of remuneration of all persons who served as Members of the Management Board of PGE SA totalled PLN 9.2 million.

Process to determine remuneration for members of PGE SA's Supervisory Board

The amount of remuneration of the Members of the Supervisory Board of PGE SA was determined by Resolution No. 5 of the Extraordinary General Meeting of December 14, 2016 on the principles of shaping the remuneration of the Members of the Supervisory Board.

These rules have are taken into account in the Remuneration Policy for the Members of the Management Board and Supervisory Board of PGE S.A. adopted by Resolution 9 of the General Meeting of the Company of June 26, 2020, amended by Resolution of the General Meeting of the Company of June 22, 2022.

In accordance with the Company’s internal acts in force, the monthly remuneration of the Members of the Supervisory Board was determined as the product of the average monthly remuneration in the enterprise sector without payments of rewards from profit in the fourth quarter of the previous year, announced by the President of the Central Statistical Office, and the multiplier: 1.7 (for the Chairperson of the Supervisory Board), 1.5 (for other Members of the Supervisory Board).

XLS

First and last name of
Supervisory Board member		 Wages received
Anna Kowalik 89 837.16
Janina Goss 81 001.741
Zbigniew Gryglas 75 690.741
Tomasz Hapunowicz 79 268.04
Marcin Kowalczyk 80 571.621
Grzegorz Kuczyński 37 872.51
Mieczysław Sawaryn 79 268.04
Artur Składanek 79 268.04
Radosław Winiarski 80 107.801
1The item includes remuneration for the period of service as a Supervisory Board Member, i.e. basic remuneration and reimbursement of overpaid social security contributions.

The total value of remuneration received in 2022 by the Members of the Supervisory Board of PGE SA amounted to PLN 682.9 thousand. In 2022, in cost terms (including surcharges), the remuneration cost of all persons who served as Members of the Supervisory Board of PGE SA totalled PLN 767.3 thousand

Remuneration policy

  • 2-19

Pursuant to the requirement of Art. 90d section 1 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies, the Ordinary General Meeting of PGE S.A. on June 26, 2020, adopted the „Remuneration Policy for Members of the Management Board and Supervisory Board of PGE Polska Grupa Energetyczna S.A.” On June 22, 2022, the Ordinary General Meeting, by Resolution no. 11, adopted the amended wording of the Remuneration Policy.

The new wording of the Remuneration Policy takes into account the changes resulting from Resolution 5 of the Extraordinary General Meeting of PGE S.A. of March 7, 2022 on the principles of shaping the remuneration of the Members of the Management Board, which modified the amount of compensation for non-competition after termination of the function of a Member of the Management Board, from the previous amount which could not exceed 50% of the Fixed Remuneration to an amount not exceeding 100% of the Fixed Remuneration.

In addition, in accordance with the requirements of the above-mentioned Act, the Supervisory Board of the company prepares, and the General Meeting of the company gives an opinion on the remuneration report. The first such report was prepared for the years 2019-2020. It was assessed by a certified auditor and presented to the Annual General Meeting of PGE in 2021. On June 29, 2021 the Ordinary General Meeting of the company in the resolution no. 7 provided a positive opinion on “The report on the remuneration of the Members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A. for the years 2019-2020”.

The subsequent remuneration report covered the year 2021 and was reviewed by the auditor and subsequently given a favourable opinion by the company’s Ordinary General Meeting on June 22, 2022. On April 28, 2023 the Ordinary General Meeting, in Resolution No. 10, provided a positive opinion on the Report on Remuneration of the Members of the Management Board and Supervisory Board of PGE Polska Grupa Energetyczna S.A. for 2022.

The remuneration policy sets out, among other things, the components of remuneration for members of the Management Board (fixed and variable remuneration and the amount and proportions of the remuneration components), the catalogue of general Management Objectives, the principles of non-competition agreements or the method of remuneration for members of the Supervisory Board.

The full content of the Remuneration Policy adopted in 2022 is available on the Company’s website at: https://www.gkpge.pl/en/for-investors/corporate-governance/remuneration-policy.

Details of remuneration of the management bodies are presented in the Report on Remuneration of the Members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A. published by the company and posted on the website together with the Auditor’s Report on its evaluation, in time for shareholders to become acquainted with its contents before the General Meeting.

The Remuneration Report is prepared, inter alia, in accordance with the Global Reporting Initiative standards currently in force.

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