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Supervisory Board

The Supervisory Board performs permanent supervision over the Company’s operations. In particular, it examines financial statements, approves annual or long-term economic and financial plans, examines the Management Board’s reports on the activity of the Company and the Orange Polska Group, and appoints and removes the members of the Management Board.

 

The Supervisory Board is responsible for supervising the effectiveness of the internal control and risk management system in the Orange Polska Group. The system provides for the management of the risk of failure to achieve business objectives and provides reasonable assurance against material misstatement or loss.

Currently, the Supervisory Board of Orange Polska consists of 14 members, who are appointed by the General Assembly (or, in exceptional cases, by the Supervisory Board). The term of office of the members of the Supervisory Board is three years.

Click here to download the Regulations of the Supervisory Board.

From July 13 the composition of the Supervisory Board of Orange Polska is as follows:

Maciej Witucki, born in 1967, graduated from the Poznań Technical University specialising in logistics and decision support systems. He completed post-university studies in industrial systems management at the Ecole Centrale in Paris. He began his professional career in Cetelem Bank (the Paribas Group), first in France, then in Poland. In 2001, he became a Management Board Member, and in 2005 the President of Lukas Bank (the Crédit Agricole Group).

He joined Orange Group in 2006: between 2006 and 2013 held the position of the President of the Management Board, and on September 19, 2013 was appointed the President of the Supervisory Board.

In January 2016 Maciej Witucki was appointed as the President of Management Board of Work Service S.A. He is a member of the supervisory boards of AXA Polska S.A. and TVN S.A.. Has held the position of the President of the Chamber of the French Commerce and Industry in Poland (CCIFP) since 2010. He is the Chairman of the Programming Council of Polish Civic Forum, a member of the Board of Directors of the Atlantic Council of the United States, and a member of the management board of PKPP Lewiatan, as well as, the management board member of Prof. Bronislaw Geremek Centre Foundation..

According to his statement, Mr. Maciej Witucki is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Maciej Witucki is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

Gervais Pellissier, born in 1959, graduated from l’Ecole des Hautes Etudes Commerciales (HEC Paris), with a degree in International Management (joint diploma of HEC, Berkeley University, USA and University of Cologne, Germany) and a bachelor’s degree in law.

He joined France-Telecom Orange in October 2005 to oversee the integration of Group companies in Spain, and subsequently became Group Chief Financial Officer.

Prior to that, he was Managing Director and Deputy CEO of the Bull Group, where he held various positions between 1983 and 2005.

In 2009, Gervais Pellissier was appointed Deputy CEO in charge of Group Finance and Information Systems.

In November 2011, he became Orange's Chief Executive Officer Delegate (corporate officer) in charge of Finance & United Kingdom JV.

Since September 2014, Gervais Pellissier is Orange Group’s Deputy Chief Executive Officer in charge of European operations.

According to his statement, Mr. Gervais Pellissier is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Gervais Pellissier is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

Marc Ricau, born in 1960, has been working in France Telecom Orange group since 1986. He is graduate of IEP (Science Po Paris) & ENSPTT School and has a master degree in statistical and software techniques. He took different positions during his professional career in telecommunications area both abroad, as managing director of FCR consulting in Mexico, and in France, mainly in commercial areas and customer services but also in finance and network management.

Marc joined Orange AMEA (Africa, Middle East and Asia) in 2009, as Country and Partnerships Vice-President for the zone and was a member of several boards of subsidiaries in Africa (Orange Mali, Orange Guinea, Orange Niger, Orange Bissau and Sonatel Multimedia) until early 2013. He was also responsible for the development of new projects and businesses, mainly focused on improving the daily life of population in developing African countries in the areas of telco services in agriculture, health, education and entrepreneurship, among others.

In November 2012, Marc joined the Orange Europe Division as Vice-President of Poland Operations and simultaneously became a member and Secretary of the Supervisory Board of Orange Polska as well as a member of the Audit Committee and Remuneration Committee of Orange Polska. In July 2015, he was also appointed member of the Board of Directors of Orange Slovensko s.a. Marc is currently responsible for the support of Operations in Poland and in Slovakia within the Europe Division.

According to his statement, Mr. Marc Ricau is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Marc Ricau is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

Ms. Henryka Bochniarz (born in 1947) graduated from the Foreign Trade Faculty of the Warsaw School of Economics (Szkoła Główna Handlowa, former SGPiS) in 1971. She received her Ph.D. in economics from the Foreign Trade Research Institute (IKC), and also became a certified advisor in management. She was awarded with the Fulbright scholarship and spent two years doing research and lecturing at the University of Minnesota (1985-87). She was the Minister of Industry and Trade in Jan Krzysztof Bielecki’s government in 1991. She was a presidential candidate in 2005.

Co-founder of the Nike Literary Award for the Best Book of the Year in 1997-2003. Vice-chairperson of the Stanisław Ignacy Witkiewicz Arts Foundation assisting the Witkacy theatre in Zakopane. Founder of the Prymus Foundation providing equal educational opportunities for children in rural areas. Organizer of the European Forum for New Ideas. Advocate for increasing role of women in public life and business. Co-founder of the Congress of Women. Holder of the Kisiel Prize for independent thinking and entrepreneurship and the Andrzej Bączkowski Award for particular contribution to the development of social dialogue in Poland and action over political divisions. Decorated with the Commander’s Cross with the Star of the Order of Polonia Restituta and with the Japanese Order of the Rising Sun (Gold and Silver Star).

Since January 1999 she has been the president of Polish Confederation Lewiatan, the largest organisation of private employers in Poland. Vice president of BUSINESSEUROPE, the largest employers’ organisation in Europe. Chairperson of the joint Polish-Japanese Economic Committee facilitating development of the Polish-Japanese economic co-operation. She had been the president of Boeing Central and Eastern Europe (2006-2014).

Ms. Bochniarz is currently a member of the supervisory board of FCA Poland SA and a member of board of directors of UniCredit S.p.A.

According to her statement, Ms. Henryka Bochniarz is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Henryka Bochniarz is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

Federico Colom Artola, born in 1969, is Executive Vice-President & Group Financial Controller at Orange Group in Paris since July 2016.

From end of 2007 till June 2016, he was Orange Spain’s CFO. In this period the company experienced an outstanding commercial and financial performance, multiplying by 2.3 times its EBITDA. Moreover, Total Telecommunications Revenue market share and EBITDA market share improved from 12% to 21% and from 4% to 16% respectively. This has allowed Orange Spain to become number 2 in the Spanish market in customer base and EBITDA during the first half of 2016, surpassing Vodafone.

In September 2014 Federico was one of the key members of the Orange team that launched a VTO over 100% of Jazztel’s shares for a total consideration of € 3.4 Bn. This process concluded in June 2015 with a remarkable success, as the acceptance level reached more than 95% of the shares.

Federico has a long professional experience of more than 21 years in the telecommunications sector. Prior to joining Orange he worked in the first private telecommunications operator in Spain (Airtel) where he was one of the founding employees and held various management positions in the Administration, Finance and Customer Service areas.

Later, in Vodafone he was Financial Controller and Planning and Financial Controlling Director. During that period, the company had a strong growth of its revenue and EBITDA mobile market share from 27% to 35% and from 22% to 31% respectively.

Additionally, Federico has experience in executive positions in various local family owned small and medium entities in the Valencia Region. Among them we can highlight Montó Pinturas, where he was responsible of the transformation of its logistics and commercial operations.

Federico has a BSc in Economics (Universidad de Valencia) and a MBA (EOI/ Manchester Business School)

Member of the Orange Polska Supervisory Board since July 13, 2016.

According to his statement, Mr. Federico Colom Artola is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Federico Colom Artola is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

Mr. Jean-Marie Culpin, born in 1965, is a graduate of École Polytechnique. He is the Group Marketing Director for Orange S.A. He joined Orange S.A. (former France Télécom S.A.) in 1990 to work for the Large Accounts Management team. He then worked in a number of positions in France and overseas, mostly within the mobile market. From 1995 to 1998, he was Technical Director for FT Mobiles International where, in particular, he won a large number of overseas licenses. From 1998 to 2002, he was the France Telecom Long Distance Satellite Strategy Manager, before taking over management of the Enterprise activity within Orange France where he launched, among other products, Business Everywhere, and the first 3G-based offers on the business market. He then was Mobile Marketing Director for activities in France – a position he took up in 2008.

According to his statement, Mr. Jean-Marie Culpin is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Jean-Marie Culpin is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

Eric Debroeck was born in 1958. Senior Vice President Group regulatory affairs at France Telecom – Orange since mid-2004.From 2000 to mid-2004, Director of national carrier services, the business entity in charge of wholesale business activities with national competitors. Prior this period, held diverse management positions within France Telecom in the areas of corporate strategy, national and European regulation. Eric Debroeck graduated from Ecole Polytechnique and Ecole Nationale Supérieure des Télécommunications.

According to his statement, Mr. Eric Debroeck is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Eric Debroeck is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

Ramon Fernandez joined Orange on the 1st of September 2014 as Deputy CEO, in charge of the company’s financial affairs and strategy.

Born in 1967, Mr Fernandez is a graduate of the Institut d’Études Politiques in Paris (1988) and the École Nationale d’Administration (1993).

He spent two years with the International Monetary Fund in Washington (1997 to 1999) before returning home to the French Treasury, where he had briefly worked after he graduated. This time, he went on to hold a number of important positions in different areas: as Head of the Energy, Telecommunications and Raw Materials Department until 2001, and then as Head of the Savings and Financial Markets Department from 2001 to 2002. He was subsequently appointed Deputy Director of International Financial Affairs and Development, and Vice-Chairman of the Paris Club between 2003 and 2007.

Mr Fernandez became an advisor to the Minister of the Economy, Finances and Industry (2002 - 2003) and to the President of the French Republic (2007 – 2008). 2008 saw him selected as Chief of Staff to the Minister of Labour, Social Relations, Family and Solidarity, a post he would hold for a year.

Mr Fernandez arrived at Orange from his former position as Director General of the French Treasury, which he had held since 2009. At this time, he was also Chairman of the Agence France Trésor and Chairman of the Paris Club. He would represent France on numerous occasions as Alternate Governor of the World Bank, Governor of the African Development Bank, and as a member of the supervisory commission of the Caisse des Dépôts and the board of directors of GDF Suez and CNP Assurances.

Ramon Fernandez is “Chevalier de la Légion d’Honneur”.

According to his statement, Mr. Ramon Fernandez is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Ramon Fernandez is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

 

John Russell Houlden, born in 1959, has a first class honours degree from Warwick Business School and has completed executive programmes at INSEAD, Stanford and London Business School. He is a Fellow of the Chartered Institute of Management Accountants, a Chartered Global Management Accountant, a Fellow of the Association of Corporate Treasurers and has been recognised as NW Finance Director of the Year in 2013 and 2014, Joint Winner of “Excellence in Reporting” in the Building Public Trust Awards 2015 and Winner of “Communicating Integrated Thinking” in the Finance For The Future Awards 2016.

From 1980 to 1991 he progressed through a variety of financial roles in ICI and Spicer & Oppenheim (now part of Deloitte) covering audit, management consultancy, financial accounting, cost accounting, management accounting, controlling, corporate reporting, treasury management and corporate finance. From 1991 to 2002 he was Finance Director of ICI Japan (based in Tokyo), ICI Polyurethanes (based in Brussels) and BT Networks & Information Services and BT Wholesale (based in London). From 2002 to date he has been Finance Director of Lovells (a leading international law firm, now Hogan Lovells), Chief Financial Officer of Telecom New Zealand (listed on the NZX, ASX and NYSE) and Chief Financial Officer of United Utilities (listed on the FTSE).

Apart from his executive roles he has been a member of the Advisory Board of Warwick Business School, a member of the Ecosystem Markets Task Force reporting to the UK government and is currently a Main Committee member and Chairman of the Financial Reporting Committee of the 100 Group which represents the FTSE100 to the International Accounting Standards Board, Financial Reporting Council and other regulatory bodies.

Member of the Orange Polska Supervisory Board since April 10, 2014.

According to his statement, Mr. Russ Houlden is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Russ Houlden is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

 

Professor Michał Kleiber (born in 1946) is a graduate of the Warsaw University of Technology and the University of Warsaw, a specialist in the field of information technology, materials science, future studies and innovative economy. In the years 2007-2015 he was President of the Polish Academy of Sciences (PAS), in 2006-2010 Advisor to the President of Poland, in 2001-2005 Minister of Science and Information Technology in the Polish government, in 1996-2001 director of the PAS Institute of Fundamental Technological Research, where he currently chairs the Computational Science Department.

For more than 10 years he worked at universities in Germany, USA, Japan and Hong Kong. Doctor honoris causa of universities in five European countries. Editor-in-Chief of Archives of Computational Methods in Engineering (Springer), the world's most cited journal in its field. He is Vice-President of the European Academy of Sciences and Arts, President of the European Forum on Materials Science, Chairman of the Future Studies Committee of PAS, member of the Austrian Academy of Sciences and Academia Europaea, former member of the Senate of the German National Academy of Sciences. Former member of the European Research Council and an advisory group for the EU-Commissioner for Research and Innovation. In the years 2008-2010 coordinator of the National Foresight Program Poland 2020, in the years 2008-2014 Vice-Chairman of the Council on Low-Emission Economy Development, an advisory body for the Minister of Economy. From 2012, member of a group preparing for the European Commission a document entitled “A New Narrative for Europe”, in 2015 nominated as Ambassador of EU for this initiative. The knight of the Order of the White Eagle (the highest decoration of Poland). Recipient of high national decorations conferred on him in France, Japan, Belgium and Greece, of the Weimar Triangle Award and the title E-economy Ambassador awarded by the Association of Polish Banks.

According to his statement, Mr. Michał Kleiber is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Michał Kleiber is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

 

Patrice Lambert - de Diesbach (born in 1956) is a graduate of SFAF (French Society of Financial Analysts), Conservatoire National des Arts et Métiers (Finance), IEP Paris (Sciences Po) and from Université Paris X Nanterre (Economics, Econometrics).

Since October 2011, Patrice Lambert - de Diesbach is Head of Investor Relations and Financial Communications at Orange. Prior to this he was Head of Investor Relations and Financial Communications at Carrefour since April 2010. He previously worked as the Head of Research at CM-CIC Securities after spending 18 years as a financial analyst covering a wide range of industrial sectors for several stock broking firms, including CM-CIC Securities, Exane BNP Paribas, UBS Warburg, Deutsche Bank and HSBC James Capel. He started his career as an auditor at Mazars and KPMG.

He is Board Member & Strategic Committee Member at Orange Belgium, Board Member at CLIFF (French Society of Investor Relations), and ex Board Member of Confrontations Europe and SFAF.

Member of the Orange Polska Supervisory Board since July 13, 2016.

According to his statement, Mr. Patrice Lambert - de Diesbach is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Patrice Lambert - de Diesbach is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

 

Maria Pasło-Wiśniewska (born in 1959) graduated from the University of Economics in Poznan and the Kellogg School of Management at the Northwestern University in Chicago. She started her professional career at Narodowy Bank Polski (the Polish National Bank). Between 1988 and 1996 she worked at Wielkopolski Bank Kredytowy in Poznan reaching the position of Vice-President of the Management Board. In 1997, she was the President of the Management Board of TFI SKARBIEC (the SKARBIEC Mutual Fund). As the President of the Management Board of Pekao SA in 1998-2003, Maria Pasło-Wiśniewska conducted the merger of four banks of the Pekao Group, followed by privatization and restructuring (as a result of the transformation Pekao SA became the largest – in terms of accumulated capital – and one of the most efficient banks in Central and Eastern Europe). Between 2008 and 2012 she was the President of the Management Board of the Corporation of European Pharmaceutical Distributors NV in Amsterdam, a company to become Europe’s fourth largest in terms of the number of managed pharmacies.

She also served a number of other functions including the chairmanship of supervisory boards of Allianz Bank Poland SA (2008-2011) and DOZ SA (2008-2012), as well as non-executive Board membership at UAB NFG (2010-2012). In 2005-2007 she was a member of the Sejm (the lower house of the Polish Parliament).

She is a member of the Programme Board of the Institute of Public Affairs, the Chairman of the Advisory Council of the Lewiatan Confederation, the largest organisation of private employers in Poland, the Chairman of the Board of Trustees of the Polish Institute of Directors, and Vice President of the Management Board of the "Artes Liberales" Institute which operates at the University of Warsaw.She lectures leadership sociology at the University of Warsaw.

According to her statement, Ms. Maria Pasło-Wiśniewska is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Maria Pasło-Wiśniewska is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

Mr. Wiesław Rozłucki (born in 1947), graduated from the Warsaw School of Economics (SGPiS) - Foreign Trade Faculty. He was conferred the PhD Degree in Economic Geography. Between 1973 and 1989, Mr Rozłucki was a research worker at the Institute of Geography and Spatial Organisation, Polish Academy of Sciences (PAN). Meanwhile he also acted as a Secretary of the Polish Committee of the International Geographical Union.

Since 1990, he was responsible for privatisation, first as an advisor to the Minister of Finance, then as Director of the Capital Markets Development Department in the Ministry of Privatisation. Between 1991 and 1994, Mr. Rozłucki was a member of the Polish Securities Commission.

From 1991 to 2006, he was President of the Management Board of the Warsaw Stock Exchange as well as Chairman of the Supervisory Board of the National Depository for Securities. In the 1990s, Mr. Rozłucki was a member of the Economic Development Council to President of the Republic of Poland. He was also a member of the government bodies of the World Federation of Exchanges (WFE) and the Federation of European Securities Exchanges (FESE) as well as a member of the Market Participants Consultative Panel of the Committee of European Securities Regulators (CESR).

Currently, Mr. Rozłucki is a Supervisory Board chairman of: Warsaw Stock Exchange SA, Bank BPH SA and Internet Media Services S.A. and a Supervisory Board member of TVN SA and Celtic Property Developments S.A. He is a member of the Good Practices Committee established in 2001. He is Chairman of the Programming Board of the Polish Institute of Directors and of the Harvard Business Review Polska. He provides consulting services. Mr. Wiesław Rozłucki was honoured with Polish Commander Cross with the Star of the Order of Rebirth of Poland and L’Ordre National du Merite. Since 2011, he is the Chairman of the Committee for the Economic Prize of the President of the Republic of Poland.

According to his statement, Mr. Wiesław Rozłucki is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Wiesław Rozłucki is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

 

Valérie Thérond, born in 1965, has been General Manager for Orange France in the region Auvergne Rhône Alpes since March 2016 and with the company since 2009.

In this role, she is responsible for Orange retail business, field intervention, customer service and relationships with local authorities in the region Auvergne Rhône Alpes. Before she had been the Deputy General Secretary at Orange S.A. since 2013. In her role as the Deputy General Secretary she was responsible for sourcing & supply chain and for the coordination of the operational efficiency program (Chrysalid) at the Orange Group level, both of which responsibilities she had been assuming since April 2012. Prior to these functions, she was the Group Chief Accounting Officer.

Before joining Orange in 2009 she worked in positions of increasing responsibility and scope (also internationally, including several years in London and Hong Kong) for Andersen Consulting, Bull and Thomson, most notably in the domains of finance, sourcing, process reengineering and internal audit.

She is a graduate of the Ecole Supérieure de Commerce de Paris (ESCP Europe) where she specialised in corporate finance.

Member of the Orange Polska Supervisory Board since April 10, 2014.

According to her statement, Ms. Valérie Thérond is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Valérie Thérond is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

There are five independent members of the Supervisory Board: dr Henryka Bochniarz, John Russell Houlden, prof. Michał Kleiber, dr Maria Pasło-Wiśniewska and dr Wiesław Rozłucki.

Each year the Supervisory Board conducts the concise assessment of the Group’s standing, including the assessment of the internal control and risk management systems.

Annual reports of the Supervisory Board

Report on the activity of the Supervisory Board of Orange Polska S.A. and its committees and assessment of the Orange Polska Group’s standing in 2015

Report on the activity of the Supervisory Board and concise assessment of the Orange Polska Group’s standing in 2014, including the assessment of the internal control and risk management systems

Report on the activity of the Supervisory Board and concise assessment of the Orange Polska Group’s standing in 2013, including the assessment of the internal control and risk management systems

Report on the activity of the Supervisory Board and concise assessment of the Orange Polska Group’s standing in 2012, including the assessment of the internal control and risk management systems

Report on the activity of the Supervisory Board and concise assessment of the Orange Polska Group’s standing in 2011, including the assessment of the internal control and risk management systems

Report on the activity of the Supervisory Board and concise assessment of the Orange Polska Group’s standing in 2010, including the assessment of the internal control and risk management systems

Report on the activity of the Supervisory Board and concise assessment of the Orange Polska Group’s standing in 2009, including the assessment of the internal control and risk management systems

Report on the activity of the Supervisory Board and concise assessment of the Orange Polska Group’s standing in 2008, including the assessment of the internal control and risk management systems

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