The term “independent members of the supervisory board” in reference to public companies was introduced in the Code of Best Practice for WSE Listed Companies, which is the cornerstone of Polish corporate governance tradition and main driver of transparency in listed companies.
In accordance with Rule 6, Section III of the Code, at least two supervisory board members should meet the independence criteria set out in Annex II to the Commission Recommendation of February 15th 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board. In addition, a person who is an employee of the company, its subsidiary company or its associated company, or has an actual and significant relationship with any shareholder who has the right to exercise at least 5% of all votes at the general meeting, cannot be deemed to meet these independence criteria.
Independent members of the supervisory board are persons who are not linked in any way with the shareholders, the company or its employees, as such relations could potentially result in a conflict of interests.
Grupa LOTOS has no information on the independence of its supervisory board members. Full compliance with Rule 6 in Section III of the Code will be ensured once the Company receives relevant confirmation that at least two existing or newly appointed members of the Supervisory Board satisfy the independence criteria, in accordance with the conditions set out by the European Commission.