Supplemental information to the Directors’ Report for 2009 (22/2010)
The Management Board of Netia SA (“Netia” or the “Company”) hereby informs that as a result a statement received from the Polish Financial Supervision Authority (KNF), the Company adds the following supplemental information to its Directors’ Report for 2009:
In item 4 “The Company’s supervisory or governing authority” a following sub item “Supervisory Board Committees” is being added:
“Two committees have been acting within the Supervisory Board since April 5, 2006: Audit Committee and the Nomination and Remuneration Committee. During the year 2009 the membership of the committees was as follows:
– Raimondo Eggink, the Chairperson of this Committee,
– Tadeusz Radzimiński,
– Piotr Żochowski - since May 4, 2009,
– Bruce McInroy - until April 9, 2009.
Nomination and Remuneration Committee:
– Jerome de Vitry, the Chairperson of this Committee,
– Raimondo Eggink - from May 4, 2009,
– Ewa Pawluczuk - from May 4, 2009,
– Piotr Żochowski - from May 4, 2009
– Constantine Gonticas - until April 9, 2009 r.
On May 4, 2009 the Supervisory Board established another standing committee - Capital Investment Committee - composed of the following members of the Supervisory Board: George Karaplis - the Chairperson of this Committee, Stan Abbeloos, Nicolas Maguin and Jerome de Vitry.
The Committee members are elected by the Supervisory Board from among its members.
The duties of the Audit Committee include advising the Supervisory Board on issues of proper implementation of the budget and financial reporting standards and internal audit of the Company and the capital group (as defined in the Accounting Act dated 29 September 1994, as amended), included the overall and comprehensive review of the Company’s annual and periodic financial statements, both unconsolidated and consolidated, analysing the Company’s authorised auditor’s letters to the Management Board, monitoring the integrity of the financial information provided by the Company, cooperating with external and internal auditors of the Company, as well as with the Company’s departments responsible for audit and checking, reviewing internal control and risk management systems. The Audit Committee meetings are held at least once every quarter prior to the Company’s publication of the financial statements.
The duties of the Nominations and Remuneration Committee is to support the Company’s achievement of its strategic objectives by presenting the Supervisory Board with opinions and motions related to the shaping of the management structure, including on organisation solutions, the remuneration system and selection of personnel having the qualifications required to ensure success of the Company.
The duties of the Capex Committee are, among others, monitoring key drivers of capital investment spendings within the Netia group in order to be able to properly advise the Supervisory Board on capital investments, reviewing Management’s proposals for the annual capital investment budget and monitoring progress on implementation of such budget.
The principles, scope and methods of operation of the Supervisory Board Committees have been regulated in detail in the By-laws of the Supervisory Board of Netia SA.”
The above information with regard to the composition of the Supervisory Board Committees and description of their duties was published in parallel with the Company’s annual financial report for 2009 under the report on Netia’s compliance with the corporate governance rules in 2009 (see Netia’s corporate governance report (EBI system) No. 1/2010 dated February 21, 2010).