MANAGEMENT (G)Governance principles – corporate governance and organisational culture

PSE is a single-shareholder company owned by the State Treasury, operating as a joint stock company with its registered office in Konstancin-Jeziorna at ul. Warszawska 165. The company has been operating as an independent electricity Transmission System Operator for 18 years now.

The Polish power system is part of the power system of the Continental Europe. The stability of this system is maintained by the actions of all Transmission System Operators and the resilience of local transmission systems. From the National Power Dispatch Centre we manage the operation of the power system, the operation of the transmission grid and the 110 kV coordinated network. We forecast, calculate and determine parameters for safe system operation over a variety of time horizons.

Company’s governing bodies

The sole shareholder of PSE is the State Treasury. The State Treasury powers are exercised by the Government Plenipotentiary for Strategic Energy Infrastructure with the Ministry of Funds and Regional Policy.

In the case of both subsidiaries of the PSE Capital Group, i.e. PSE Inwestycje and PSE Innowacje, the function of the General Meeting of Shareholders is performed by the Management Board of PSE with the assistance of appointed proxies.

Supervisory Board

The PSE Supervisory Board (Supervisory Board) continuously oversees the company's activities in all areas. The members of the Supervisory Board are appointed by the General Meeting of Shareholders for a term of office 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 passed by this body.

The composition of the Supervisory Board as at the date of this publication is as follows:

  1. Paweł Łatacz – Chairman of the Supervisory Board
  2. Marcin Czupryna – Vice Chairman of the Supervisory Board
  3. Paulina Mielcarek – Secretary of the Supervisory Board
  4. Konrad Fischer – Member of the Supervisory Board
  5. Ksenia Ludwiniak – Member of the Supervisory Board
  6. Magdalena Przybysz - Member of the Supervisory Board
  7. Tadeusz Skobel – Member of the Supervisory Board
  8. Michał Wierzchowski - Member of the Supervisory Board

Audit Committee

The Committee was appointed by the Supervisory Board. It consists of at least 3 members appointed for the term of office of the Supervisory Board from among its members.

The Audit Committee supports the Supervisory Board in particular in supervising:

  • implementation and control of financial reporting processes in the company and the capital group,
  • functioning of internal control systems in the company,
  • operation of risk identification and management systems,
  • independence of internal and external auditors,
  • the company's relations with the related entities within the meaning of the Accounting Act of September 29, 1994.

Management Board

The composition of the Management Board as at the date of this publication is as follows:

  • Eryk Kłossowski – President of the Management Board
  • Jarosław Brysiewicz – Vice President of the Management Board 
  • Włodzimierz Mucha – Vice President of the Management Board
  • Tomasz Sikorski – Vice President of the Management Board
  • Andrzej Zienkiewicz – Vice President of the Management Board

The Management Board of PSE manages the affairs of the company and represents it in any proceedings before the court as well as in any out-of-court proceedings. Members of the Management Board are appointed by the General Meeting or the Supervisory Board for a three-year term of office.

The Management 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 Management Board adopted by the Management Board and approved by the Supervisory Board.

Organisational structure of PSEas at the report publication date

Figure 1: Diagram of PSE's organisational structure

Regular supervision and coordination of activities in areas of particular importance to the company are carried out by Committees established by the Management Board. Committees, as opinion-giving, advisory and decision-making bodies, support the Management Board in designated areas under strictly defined (by the Management Board) powers and responsibilities. Environmental issues fall under the purview of several Committees, as they concern many different aspects of the company's operations. There is a clear environmental impact, for example in the work of the Investment Committee and the Standards Committee.

The Committees are composed of the President and Vice Presidents of the PSE Management Board responsible for the respective areas and managing the units, as well as experts in a given field:

Investment Committee – the area related to management of the investment process in the PSE Capital Group, and taking key decisions concerning PSE’s projects from the portfolio of the company’s projects assigned to the programmes implemented as part of the Committee. The Committee is chaired by the President of the Management Board;

Standards Committee – the area related to typification of technical solutions used in electric power transmission and distribution systems. The Committee is chaired by the Vice President of the Management Board overseeing the unit responsible for defining the aforementioned standards;

Security Committee – the area related to maintaining and enhancing physical security at the PSE Capital Group. The Committee is chaired by the President of the Management Board;

Data Governance Committee – data governance area. The Committee is chaired by the President of the Management Board;

Innovation Committee – the area related to adequacy and continuity of research and development projects. The Committee is chaired by the Vice President of the Management Board overseeing the unit responsible for research and development;

REMIT Committee – the area related to coordination of the implementation of obligations under the REMIT Regulation and secondary legislation. The Committee is chaired by the Vice President of the Management Board overseeing the organisational unit responsible for communications;

Network Codes Implementation Committee – an area for regular supervision and coordination of PSE's activities concerning implementation of the rights and obligations under the Network Codes and Guidelines. The Committee is chaired by the Vice President of the Management Board overseeing the organisational unit responsible for the area of international cooperation;

Social Activity Committee – the area related to Corporate Social Responsibility in the PSE Capital Group. The Committee is chaired by the Vice President of the Management Board;

Cyber Security Committee – the area related to coordination of ICT and cyber security in the PSE Capital Group. The Committee is chaired by the President of the Management Board;

Department of System Management Committee – the areas related to the following:

  • coordination and supervision of the work of the System Management Department, in particular the effective integration of the various activities carried out by the department, i.e. technical as well as those related to market and decision-making process support tools;
  • policy making and effective integration of project and operational activities;
  • making key decisions resulting from the power sector transformation process, requiring collective decisions within DO.

The Committee is chaired by the Managing Director of the Department of System Management.

Special functions are performed in the company to carry out specific tasks. The existence of most of them is a direct result of the requirements of the relevant standards.

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