Corporate governance and ethics

PSE is a sole shareholder company of the State Treasury, operating in the form of a joint-stock company with its headquarters in Konstancin Jeziorna at ul. Warszawska 165. The company has already been operating as an independent transmission system operator for 15 years.

The sole shareholder of PSE is the State Treasury whose powers are exercised by the Government Plenipotentiary for Strategic Energy Infrastructure. In both subsidiaries of PSE CG, i.e. PSE Inwestycje and PSE Innowacje, the role of the general meeting of shareholders is served by the Management Board of PSE through designated attorneys-in-fact.

Corporate oversight over the company's activities is exercised by the Supervisory Board. The Members of the Supervisory Board are appointed for the 3-year term of office by the General Meeting acting through the Government Plenipotentiary for Strategic Energy Infrastructure.

The SB acts on the basis of the Commercial Companies Code and other provisions of law, the Company’s Articles of Association, EGM resolutions and SB By-Laws it adopts.

Composition of the Supervisory Board as at the Report compilation date

1. Paweł Łatacz – Chairman of the Supervisory Board
2. Adam Piotrowski – Deputy Chairman of the Supervisory Board
3. Marcin Czupryna – Secretary of the Supervisory Board
4. Rafał Gawin – Member of the Supervisory Board
5. Zbigniew Kochański – Member of the Supervisory Board
6. Ksenia Ludwiniak – Member of the Supervisory Board

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

1. Eryk Kłossowski – President of the Management Board
2. Jarosław Brysiewicz – Vice-President of the Management Board
3. Jakub Kozera – Vice-President of the Management Board
4. Włodzimierz Mucha – Vice-President of the Management Board
5. Tomasz Sikorski – Vice-President of the Management Board

The Management Board of the PSE manages its affairs and represents it in all judicial and non-judicial proceedings. The Members of the Management Board are appointed for the 3-year term of office by the GM or the SB.

The Management Board acts on the basis of the Commercial Companies Code and other provisions of law, the Company’s Articles of Association, GM resolutions and Management Board By-Laws adopted by the Management Board and approved by the SB.

The Management Board, indicating the scope of rights and responsibilities, has established Committees for carrying out regular surveillance and coordination of activities in the areas of particular importance for the company. The committees, as opinion-giving, advisory and decision-making bodies, support the Management Board in the set areas.

The Committees are composed of the members of the Management Board in charge of a given area and heading relevant units as well as subject-matter experts:

• Investment Committee – the area of investment process management at PSE CG (the chairman of the Committee is the President of the Management Board);
• Standardisation Committee – the area of approving the technical and technological standards in force at PSE CG (the chairman of the Committee is the Vice-President of the Management Board supervising the unit responsible for determining the standards);
• Security Committee – the area of maintaining and improving physical security, ICT security and cybersecurity at PSE CG (the chairman of the committee is the President of the Management Board);
• Data Governance Committee – the area of data management (the chairman of the committee is the President of the Management Board);
• GRI 103-2 Innovation Committee – the area of adequacy and continuity of implementation of R&D projects (the chairman of the committee is the Vice-President of the Management Board supervising the unit responsible for R&D);
• REMIT Committee – the area of coordination of the implementation of duties arising from Regulation (EU) No 1227/2011 of the European Parliament and of the Council of 25 October 2011 on wholesale energy market integrity and transparency (REMIT) (the chairman of the committee is the President of the Management Board );
• Network Codes Implementation – the area of transposition to the Polish legal order the network codes and guidelines – regulations issued pursuant to Articles 6 and 18 of Regulation (EC) No 714/2009 of the European Parliament and of the Council of 13 July 2009 on conditions for access to the network for cross-border exchanges in electricity (the chairman of the committee is the Vice-President of the Management Board supervising the unit responsible for international cooperation);
• Social Activity Committee – the area of corporate social responsibility at PSE CG (the chairman of the committee is the Vice-President of the Management Board);
• GRI 103-2 Cybersecurity Committee – the area of coordinating ICT security and cybersecurity at PSE CG (the chairman of the committee is the President of the Management Board).

There are special functions appointed at the company to perform specific tasks. The existence of most of them results directly from the requirements of relevant standards.

Our company has implemented a compliance system aimed at ensuring the compliance of the company's operations with laws, internal regulations and ethical standards. One of the main functions of compliance is supporting the protection of the company, its employees and management bodies against threats in terms of reputation, conflict of interest or protection of market participants. PSE follows the “zero tolerance” policy for all kind of fraud and misconduct, defined as both situations such as receiving monetary benefits from service providers, theft, disclosure of business secrets, and other unacceptable behaviour, mobbing and harassment. Each PSE employee is obliged to unconditionally comply with the “zero tolerance” principle for such behaviour.

The employees have the possibility to report any abuses anonymously to the email address and contact telephone number of the Compliance Officer provided in the Intranet.

PSE is a transparent, professionally managed, strategic company of the State Treasury. As part of anti-corruption activities at PSE:

• the Anti-Corruption Policy has been adopted,
• and the “Corruption and Fraud Risk Counteracting Manual” which presents clear and transparent rules of procedure to be followed in the event of the risk of corruption, fraud or potential conflict of interest. The document is an element of the company’s business security and it is intended to ensure comfort in increased risk situations,
• the Management Board’s Representative for Anti-corruption has been appointed,
• issues related to the risk of conflict of interest have been regulated.

PSE has been audited for the “Corruption Risk and Fraud Counteracting System Certification at PSE S.A.” As a result of a positive audit result, the company has been certified by SGS Polska Sp. z o.o. for compliance with the BS10500:2011 standard for 2018.

The implementation of the Management System based on the provisions of the BS10500 standard is synonymous with informing other entities operating in the market about the adoption of a policy of zero tolerance for corrupt practices. This has a positive effect on the organisation’s image among its business partners, customers and other consumers, and allows the business to be developed in an unconstrained manner.

As part of anti-corruption measures, our organisation:

• conducts regular training events on corruption issues for employees of PSE and CJI,
• co-organises systematic training with CBA experts, aimed at raising legal awareness related to anti-corruption among PSE and CJI employees,,
• coordinated the completion of e-learning training provided via the CBA e-learning platform (the training was completed by 100% employees).

In addition, the company:

• analyses specific business areas in order to diagnose and counteract potential corruption threats,
• publishes educational and legal information for PSE employees on its intranet pages,
• monitors corruption threats and regulatory changes in the field of counteracting corruption crime.

Third parties can report their objections by contacting, by email or by telephone, the Representative for Anti-corruption, whose details are available on PSE’s website in the “Preventing corruption and fraud” section. In the case of network development projects co-financed by the Ministry of Investment and Development, related to the Operational Programme Infrastructure and Environment, irregularities or fraud cases can also be reported directly to the Ministry of Investment and Development. Fraud can be reported by email: naduzycia.POIS@mir.gov.pl or using the form published at: www.pois.gov.pl/strony/zglaszanie-nieprawidlowosci.