The sole shareholder of the company is the State Treasury. The powers of the State Treasury were exercised in 2023 by the Government Plenipotentiary for Strategic Energy Infrastructure.

The Supervisory Board (SB) exercises permanent supervision over all areas of the company’s activity. The members of the Supervisory Board are appointed by the General Meeting of Shareholders for a term of three years. The Supervisory Board acts pursuant to the Commercial Companies Code and other laws, the Company’s Articles of Association, resolutions of the General Meeting and the Rules of the Supervisory Board.

Composition of the Supervisory Board as at the date of the publication:

• Jakub Trojgo – Chairman of the Supervisory Board,
• Paulina Mielcarek – Member of the Supervisory Board,
• Ksenia Ludwiniak – Member of the Supervisory Board,
• Aleksandra Sieczkowska - Pachelska – Member of the Supervisory Board.

Management Board members are appointed for a 3-year term by either the General Meeting or the Supervisory Board. Currently, the Management Board is composed of 4 members.

Composition of the Management Board as at the date of the publication:

• Grzegorz Onichimowski – President of the Management Board
• Tomasz Sikorski – Vice President of the Management Board
• Włodzimierz Mucha – Vice President of the Management Board
• Andrzej Zienkiewicz – Vice President of the Management Board

The qualifications and procedure for appointing members of the Management Board are governed by law, the Articles of Association and the owner’s guidelines. According to the Articles of Association, a member of the Management Board may be a person who meets all of the following conditions:

• has a university degree or a university degree obtained abroad recognised in the Republic of Poland,
• has been hired for at least 5 years under an employment contract, nomination, election, appointment, cooperative employment contract, or provision of services under another contract or on a self-employment basis,
• at least 3 years of experience in managerial or independent positions or resulting from self-employment.

A member of the Board of Directors must also meet all requirements set forth in separate regulations and must not violate restrictions or prohibitions on holding the position of a member of a management body in commercial companies. Candidate members of the Management Board submit to the body appointing the Management Board appropriate declarations of their functions, shares held and other entitlements to participation in business entities.

The Management Board must also include persons with experience in the power sector (at least five years of professional experience) ─ in the case of a five-member Management Board, at least two persons.

The Management Board, indicating their powers and responsibilities, has established committees to conduct regular supervision and coordination of activities in areas of particular importance to the company. The committees, as opinion-advisory and decision-making bodies, assist the Management Board in specific areas and recommend changes in projects included in the PSE project portfolio. According to their rules of procedure, matters dealt with by committees can be resolved by resolutions and decisions set forth in the minutes. In matters beyond their authority, the committees request, when necessary, a decision from the Members of the Management Board, the Management Board or other bodies of the company. Every six months, a report on the activities of the committees is prepared for all members of the Management Board, which also includes information on resolutions passed and topics referred to the Management Board and the Supervisory Board for analysis. In 2023, the committees considered more than 1,626 cases in total and presented about 6.2 percent of them to the company’s bodies for consideration.

The committees are composed of the members of the Management Board in charge of the respective areas as well as experts in a given field (the composition of a committee is determined by the Management Board by resolution establishing the committee concerned and adopting its rules of procedure):

Investment Committee – the area of investment process management in PSE CG. The Committee is chaired by the Member of the Management Board supervising the investment area;

Standards Committee – the area of typification of technical solutions used in power transmission and distribution systems. The Committee is chaired by the Member of the Management Board supervising the technical and technological standards area;

Security Committee – the area of maintaining and enhancing physical, technical, personnel and legal security in the PSE Group, as well as ensuring the security and continuity of operations of the Critical Infrastructure Operator (hereinafter: security), where decisions that exceed the authority of the heads of PSE units are required and collegial decisions of the Management Board are not required. The Committee is chaired by the Member of the Management Board supervising the security area;

Data Governance Committee – the area of developing and overseeing data governance principles. The Committee is chaired by the Member of the Management Board supervising the ICT area;

Innovation Committee – the area related to performance adequacy and continuity of research and development projects. The Committee is chaired by the Member of the Management Board supervising the R&D area;

REMIT Committee – the area related to coordination of the implementation of obligations under the REMIT Regulation and implementing acts. The committee is chaired by the Member of the Management Board supervising the transmission area;

Network Codes Implementation Committee – the area of regular supervision and coordination of PSE’s activities involving the implementation of the rights and obligations arising from the Network Codes and Guidelines. The committee is chaired by the Member of the Management Board supervising the international cooperation area;

Social Activities Committee – the area of corporate social responsibility in the PSE Group, as well as the educational activities carried out, especially those aimed at local PSE stakeholders. The Committee is chaired by the Member of the Management Board supervising the investment area;

Cybersecurity Committee – the area of coordinating ICT security and cybersecurity in the PSE Group. The Committee is chaired by the Member of the Management Board supervising the ICT area;

Project Portfolio Committee – the area of building and managing an optimal set of initiatives and projects for the organisation to ensure the achievement of maximum business benefits within its execution capabilities. The Committee is chaired by the President of the Management Board;

The company also has two committees established within the structures of its specific business units: Department of System Management Committee and ICT Department Committee. The chairs of these committees are the respective Managing Directors. Both committees were established to coordinate and supervise the work and create policy and effectively integrate project activities with operations in the substantively relevant areas.

Attention to sustainability is part of the areas of activity of many units in the company and determines the shape of most of the processes taking place in the company, with the Management Board being ultimately responsible for achieving the Sustainable Development Goals. The Management Board:

• establishes structures and functions in the area of impact management, sets their tasks and powers,
  
• accepts deliverables, statements and reports.
  

Functions and bodies established by the Management Board in the area of impact management:

Representative for Sustainable Development – a person responsible for the comprehensive implementation of sustainability principles throughout the organisation, as well as for the day-to-day supervision and reporting of the implementation of sustainability-related projects, tasks and activities.

In particular, the duties of the Sustainability Representative include:

• participation in the development and updating of key documents for sustainable development;
  
• analysing strategic projects for inclusion in sustainable development programmes and alternative solutions;
  
• controlling the scope and quality of work performed by implementation teams;
  
• reporting the progress of project work to heads of organisational units;
  
• coordination/supervision of the implementation and execution of sustainable development (related key documents);
  
• supervision of the reporting process for social responsibility activities.

Committee for Social Activities – a body appointed by the Management Board, performing the tasks defined in its rule of procedure. According to this document, the Committee carries out corporate social responsibility and educational activities in the geographical areas where the company operates in three strategic areas:

• investment – supporting the investment projects implemented by the PSE, in order to increase their public acceptance,
• operational – reinforcing acceptance of PSE operations in the vicinity of the grid infrastructure being operated,
• strengthening good-neighbourly cooperation, building positive, lasting relations and recognition of the company among local stakeholders, i.e. residents, local authorities, their budgetary units and NGOs, including public benefit organisations.

The Committee is a consultative, advisory and decision-making body established to assist the Management Board’s activities in the areas of corporate social responsibility and education. These activities specifically include:

• undertaking sponsorship cooperation with third parties – in particular with non-governmental organisations performing activities of a social and charitable nature, local governments and their budgetary units, healthcare institutions, rescue and firefighting services (and others serving broadly-defined security and improvement of the conditions for the functioning of the social infrastructure) and obtaining, in exchange for the in-kind or financial support provided, established sponsorship benefits that will influence the building of a positive image of PSE among local stakeholder groups,
• granting support to entities in the form of in-kind and financial donations,
• initiating and supervising educational campaigns among residents from the areas where PSE operates – recipients of investments and the electricity infrastructure in operation (residents, local authorities, non-governmental organisations) – regarding the tasks, role, mission and goals of PSE as the national electricity transmission system operator.

The Committee prepares a document called the “Operational and Financial Plan”, which includes a description and directions of the Committee’s activities for the respective calendar year. The Committee’s Operational and Financial Plan and its update are approved by the Management Board by resolution.

At least every 6 months, reports on the committee’s activities are prepared for the Management Board, together with a desirability analysis. Every two months, the Supervisory Board receives a report on the committee’s activities (the report is not subject to the Supervisory Board’s opinion). In 2023, the Committee dealt with 1015 cases, including community projects under the Strengthen Your Neighbourhood programme.

The form of approval of the sole shareholder of the company for the activities of the Management Board is a vote of approval. It confirms that the Management Board acts in accordance with the law and in the interests of the company. The vote of approval is granted after the end of the financial year, separately for each member of the Management Board. The manner of performing the Management Board members’ functions in 2023 and the related actions taken were approved by the General Meeting. The vote of approval was given to all members of the Management Board.

Remuneration rules are set forth in the PSE Corporate Collective Labour Agreement (CCLA) negotiated between the employer and the union side. Increases in base salaries are implemented based on an analysis of market data and require approval of the Management Board each time.

Fixed and variable remuneration, including performance-based remuneration

Management Board

Several factors determine the remuneration of members of the Management Board as well as the remuneration of the Supervisory Board members. In setting the remuneration, the General Meeting, as the owner, is subject to the legal regime currently set forth in the Act of 9 June 2016 on the rules determining the remuneration of persons managing certain companies. According to the aforementioned Act, the General Meeting should aim at determining the rules regarding the remuneration of Management Board and Supervisory Board members. These rules apply by virtue of a resolution of the company’s General Meeting. With regard to the Management Board, the resolution distinguishes between two types of remuneration: a maximum fixed remuneration paid monthly, and a variable remuneration that depends on the extent to which management objectives are achieved. Management objectives are set annually and address various areas of the company’s operations, including managing economic, environmental and human impacts. The process of verifying the achievement of specific objectives is cascaded. The Management Board prepares a report on the achievement of objectives after evaluating the company’s activities on the basis of publicly available reports and after the members are granted discharge by the General Meeting. The report is then reviewed by the Supervisory Board. The Supervisory Board verifies the fulfilment of the conditions for awarding variable remuneration and determines the amount due, and then the General Meeting approves and awards the remuneration.

Senior executives

Fixed remuneration is determined in accordance with the tariff contained in the PSE Corporate Collective Labour Agreement (CCLA) and determined based on an analysis of market salaries. Semi-annual bonuses are awarded based on the evaluation of the achievement of goals and objectives in accordance with the provisions set forth in employment contracts. In addition, executives receive, among other things, subsidised energy costs, subsidised prepaid cards on the Energy Worker’s Day and Christmas, subsidised meals, and subsidised medical care.

Retirement benefits

Senior executives – the opportunity to join an Employee Pension Plan (EPP) after one year of service, and in connection with the termination of the employment contract upon retirement, a retirement severance payment as specified in the CCBA, in an amount depending on the length of service – in the event of termination of employment on the date when the employee becomes eligible for retirement, or in accordance with the Labour Code – if they retire after that date, and compensation for the loss of energy cost subsidies.

The ratio of total annual remuneration for 2023 of the organisation’s best-paid person to the median of total annual remuneration for all employees (excluding the best-paid person) is 8.70 including employees hired under the employment contract along with the contracted Management Board.

The ratio of total annual remuneration for 2023 of the organisation’s best-paid person to the median of total annual remuneration for all employees (excluding the best-paid person) is 4.44 including employees hired under the employment contract (excluding the contracted Management Board).

The ratio of the percentage increase in total annual remuneration for 2023 of the organisation’s best-paid person to the median of the percentage increase in total annual remuneration for all employees (excluding the best-paid person) is 1.13 including employees hired under the employment contract along with the contracted Management Board.

The ratio of the percentage increase in total annual remuneration for 2023 of the organisation’s best-paid person to the median of the percentage increase in annual total remuneration for all employees (excluding the best-paid person) is 0.69 including employees hired under the employment contract (excluding the contracted Management Board).

The calculations included the total income of employees in two options, including and excluding the Management Board.

PSE’s key operational regulations and main ESG areas:

The regulations adopted by our organisation obligate us, among other things, to:

• maintain an appropriate level of energy security in a socially and environmentally responsible manner,
• gain community favour for investment projects so that they can be implemented with the acceptance of local communities,
• provide employees with opportunities for professional development and build a corporate culture based on accepted values,
• monitor the working environment in terms of occupational safety and concern for the natural environment,
• develop and retrofit the grid infrastructure in such a manner as to ensure work safety, preservation of landscape, protected areas and areas of particular natural value,
• employee compliance with ethics and applicable regulations,
• respect for good customs and practices accepted in communities,
• striving to build partnerships with local communities.

In implementing its commitments, the Management Board is supported by committees, area representatives and commissions.