Report on remuneration of the
Members of the Management
Board and the Supervisory
Board of Apator SA for 2023
Toruń, 28 May 2024
on behalf of the Supervisory Board of Apator SA
_____________________________
Chairperson of the Supervisory
Board
Janusz Niedźwiecki
Table of Contents | ||
Changes in remuneration and basic results of the Apator Group from 2018 - 2023 |
Name of the organisational unit: | Apator SA | ||
Period covered by the report: | 1 January 2023 - 31 | Reporting currency: | Polish zloty (PLN) |
December 2023 | |||
Rounding level: | Whole numbers, no decimal places | ||
Page 2 of 12
1. Introduction
The report on remuneration of the Members of the Management Board and the Supervisory Board of Apator SA has been prepared in accordance with the requirements of the Act of 29th July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (consolidated text Dz. U. /Journal of Laws/ of 2022, item 2554, hereinafter referred to as the Act on Public Offering) and it includes the description of remuneration paid to the Members of the Management Board and the Supervisory Board in accordance with binding internal regulations including "Remuneration Policy of the Members of the Management Board and the Supervisory Board of Apator S.A." adopted by the Ordinary General Shareholders Meeting of Apator S.A. on 2 July 2020, and amended by the resolution of the Ordinary General Shareholders Meeting on 28 June 2023.
The Company did not apply any derogations from the Remuneration Policy, derogations from its temporal application or derogations from the procedure for implementing the Policy.
On 28 June 2023, the Ordinary General Shareholders Meeting of Apator SA adopted the Resolution No. 9/VI/2023 on the positive opinion on the Report of the Supervisory Board of Apator SA on the remuneration of the Members of the Management Board and the Supervisory Board of Apator SA for 2022.
2. Remuneration of the Members of the Supervisory Board
Members of the Supervisory Board receive remuneration in the form of a fixed monthly amount determined by resolution of the General Shareholders Meeting, irrespective of their participation in meetings of the Supervisory Board, and may benefit from additional non-monetary benefits provided for employees of the Company, in accordance with the internal documents in force in the Company.
As at 31 December 2023, in Apator SA the principles of remuneration of the Supervisory Board were in force resulting from "Remuneration Policy of the Members of the Management Board and Supervisory Board of Apator SA" adopted by the Resolution of General Shareholders Meeting No. 29/VII/2020 of 2 July 2020 and amended by the Resolution of the Ordinary General Shareholders Meeting on 28 June 2023. The amount of remuneration of the Members of the Supervisory Board was adopted by the Resolution of the General Shareholders Meeting No. 30/VII/2020 of 2 July 2020.
As of 2020, the level of remuneration of the Members of the Supervisory Board on the basis of Resolution No. 30/VII/2020 adopted by the General Shareholders Meeting shall be applicable and shall amount to:
- for the Chairperson of the Supervisory Board - PLN 8,500 gross per month,
- for others Member of the Supervisory Board - PLN 7,000 gross per month,
- allowance for performing functions in committees of the Supervisory Board - PLN 1,500 gross per month.
Remuneration of the Members of the Supervisory Board:
Fixed | A Member of the Supervisory Board receives remuneration in the form of a fixed monthly |
remuneration | amount determined by resolution of the General Shareholders Meeting, irrespective of |
attendance at meetings of the Supervisory Board. The remuneration of the Members of the | |
Supervisory Board is paid on the same date as the remuneration of the Company's | |
employees. | |
Variable | Members of the Supervisory Board do not receive additional remuneration in the form of a |
remuneration | bonus. |
Name of the organisational unit: | Apator SA | ||
Period covered by the report: | 1 January 2023 - 31 | Reporting currency: | Polish zloty (PLN) |
December 2023 | |||
Rounding level: | Whole numbers, no decimal places | ||
Page 3 of 12
Additional Each Member of the Supervisory Board may receive additional non-cash benefits from the
non-cash Company, under the principles applicable to the Company's employees, such as:
benefits • co-financing of benefits available to the Company's employees (multisport card and medical package, additional life and motor insurance),
• ECP,
The Company does not offer additional pension schemes and does not grant remuneration to the Members of the Supervisory Board in the form of financial instruments.
Members of the Supervisory Board, pursuant to Article 392, sec. 3 of the Code of Commercial Companies are entitled to the reimbursement of expenses (e.g. business trips) related to the performance of their duties.
Supervisory Board of Apator SA in 2023
First and last name | Function | Term of office in the reporting | ||||
year | ||||||
Chairperson of the Supervisory Board, independent | ||||||
Janusz Niedźwiecki | pursuant to the "Best Practice for GPW Listed | Full year | ||||
Companies 2021" | ||||||
Mariusz Lewicki | Deputy Chairperson of the Supervisory Board | Full year | ||||
Danuta Guzowska | Member of the Supervisory Board | Full year | ||||
Janusz Marzygliński | Member of the Supervisory Board | Full year | ||||
Member of the Supervisory Board, independent | ||||||
Marcin Murawski | pursuant to the "Best Practice for GPW Listed | Full year | ||||
Companies 2021" | ||||||
Kazimierz Piotrowski | Member of the Supervisory Board | Full year | ||||
Tadeusz Sosgórnik | Member of the Supervisory Board | Full year | ||||
Total remuneration of the Members of the Supervisory Board for 2023 (PLN gross):
Fixed | Additional | Total | Remuneration from | |||||
First and last name | remuneration | benefits from | remuneration | other entities in the | ||||
from Apator SA | Apator SA* | from Apator SA | Apator Group*** | |||||
Janusz Niedźwiecki | ||||||||
Chairperson of the | 102,000 | - | 102,000 | 24,000 | ||||
Supervisory Board | ||||||||
Danuta Guzowska | ||||||||
Member of the | 84,000 | - | 84,000 | 0 | ||||
Supervisory Board | ||||||||
Mariusz Lewicki | ||||||||
Deputy Chairperson of the | 102,000 | 1,500 | 103,500 | 108,000 | ||||
Supervisory Board | ||||||||
Janusz Marzygliński | ||||||||
Member of the | 84,000 | - | 84,000 | 24,000 | ||||
Supervisory Board | ||||||||
Marcin Murawski | ||||||||
Member of the | 102,000 | 1,500 | 103,500 | 0 | ||||
Supervisory Board | ||||||||
Kazimierz Piotrowski | ||||||||
Member of the | 102,000 | - | 102,000 | 72,000 | ||||
Supervisory Board | ||||||||
Total
remuneration
from the Apator
Group
126,000
84,000
211,500
108,000
103,500
174,000
Name of the organisational unit: | Apator SA | ||
Period covered by the report: | 1 January 2023 - 31 | Reporting currency: | Polish zloty (PLN) |
December 2023 | |||
Rounding level: | Whole numbers, no decimal places | ||
Page 4 of 12
Fixed | Additional | Total | Remuneration from | Total | ||||||||||
remuneration | ||||||||||||||
First and last name | remuneration | benefits from | remuneration | other entities in the | ||||||||||
from the Apator | ||||||||||||||
from Apator SA | Apator SA* | from Apator SA | Apator Group*** | |||||||||||
Group | ||||||||||||||
Tadeusz Sosgórnik | ||||||||||||||
Member of the | 84,000 | 1,000 | 85,000 | 204,800 | 289,800 | |||||||||
Supervisory Board | ||||||||||||||
Conclusions | 660,000 | 4,000 | 664,000 | 432,800 | 1,096,800 |
* Additional benefits may include: medical benefits, sports packages, ECP contributions, reimbursement of business travel expenses.
**Tadeusz Sosgórnik received from Apator Mining Sp. z o.o. basic remuneration and additional benefits in relation to the performance of the function of Commercial Director and remuneration for the performance of the function of a Member of the Supervisory Board in companies of the Apator Group. Other persons received remuneration only for performing the function of a Member of the Supervisory Board in companies of the Apator Group.
In 2023, Members of the Supervisory Board of Apator SA also performed functions in the bodies of the companies of the Apator Group, which involves receiving remuneration from those companies:
- Janusz Niedźwiecki - Member of the Supervisory Board of Apator Telemetria Sp. z o.o.,
- Mariusz Lewicki - Chairperson of the Supervisory Board of Apator Metrix S.A., Chairperson of the Supervisory Board of Apator Mining Sp. z o.o., Member of the Supervisory Board of Apator Powogaz S.A.,
- Janusz Marzygliński - Chairperson of the Supervisory Board of Apator Rector Sp. z o.o.,
- Kazimierz Piotrowski - Deputy Chairperson of the Supervisory Board of Apator Metrix S.A., Member of the Supervisory Board of Apator Mining Sp. z o.o.,
- Tadeusz Sosgórnik - Sosgórnik - Chairperson of the Supervisory Board of Apator Powogaz S.A., Chairperson of the Supervisory Board of FAP Pafal S.A., Commercial Director of Apator Mining Sp. z o.o.
The immediate family of the Members of the Supervisory Board did not receive any cash or non-cash benefits in 2023.
3. Remuneration of the Members of the Management Board
As at 31 December 2023, in Apator SA the principles of remuneration of the Members of the Management Board were in force resulting from "Remuneration Policy for the Members of the Management Board and Supervisory Board of Apator SA" adopted by the Resolution of General Shareholders Meeting No. 29/VII/2020 of 2 July 2020 and amended by the Resolution No. 24/VI/2023 of 28 June 2023, "Bonus Policy for the Members of the Management Board of Apator SA" adopted by the Resolution of Supervisory Board No. 47/2020 of 3 November 2020 and individual conditions of remuneration included in contracts of employment.
The basis for establishing a legal relationship with a Member of the Management Board and paying their remuneration is:
- an employment contract concluded for a limited or indefinite period, or
- a contract of mandate (management contract) concluded for the duration of holding the position of a Member of the Management Board, or
- appointment to perform the function of a Member of the Management Board for the term of office of the Member of the Management Board,
- a civil law contract concluded with an entity cooperating with or employing a Member of the Management Board, or
- another legally permissible form of cooperation.
The choice of the basis for establishing a legal relationship with the Member of the Management Board and the determination of their remuneration shall be determined through negotiations between the parties. These negotiations shall be conducted on behalf of the Company by the Supervisory Board or a proxy appointed by it from among the Members of the Supervisory Board.
Name of the organisational unit: | Apator SA | ||
Period covered by the report: | 1 January 2023 - 31 | Reporting currency: | Polish zloty (PLN) |
December 2023 | |||
Rounding level: | Whole numbers, no decimal places | ||
Page 5 of 12
The final decision on the establishment of a legal relationship with a Member of the Management Board, its basis, the rights and obligations of the parties with regard to, inter alia, the termination of the legal relationship, as well as the principles of remuneration, are determined by the Supervisory Board of the Company in the form of a resolution to which a draft contract concluded with the Member of the Management Board is attached.
The Supervisory Board may establish different bases for the legal relationship for individual Members of the Management Board, and may also establish different rates of remuneration for individual Members of the Management Board for the management of the Company and direct management of the Organisational Division, but regardless of this, the principles for dividing the remuneration of a given Member of the Management Board into fixed remuneration and variable remuneration must remain the same, regardless of the basis of the legal relationship applied.
Irrespective of the basis applied for establishing legal relationship with the Member of the Management Board, the Member of the Management Board may receive from the Company a remuneration in cash for managing the Company consisting of two parts, i.e. the fixed and variable remuneration.
When appointing a Member of the Management Board, the Supervisory Board shall determine - in a resolution appointing the Member of the Management Board or in a separate resolution - the basic elements of the remuneration in cash of the Member of the Management Board, including the amount of fixed and variable remuneration.
A Member of the Management Board may also be granted additional benefits under the rules applicable to the Company's employees.
Components of the remuneration of a Member of the Management Board:
Fixed | Fixed remuneration is paid monthly in the amount set out in a resolution of the Board, on the |
remuneration | date of payment of the remuneration to the Company's employees. The amount of fixed |
remuneration is determined by the Supervisory Board, taking into account the expectations | |
of the Member of the Management Board, the company's achieved profit level and | |
remuneration benchmarks. | |
Variable | Variable remuneration represents up to 80% of fixed remuneration and is paid in the form of |
remuneration | an annual bonus on the date following the approval of the Company's financial statements |
by the General Shareholders Meeting. | |
The payment of the annual bonus depends on the achievement of certain long-term | |
management objectives by the individual Members of the Management Board and on the | |
performance of the Company/Apator Group. The management objectives are primarily | |
financial and non-financial indicators. The level of performance of the objectives is the basis | |
for granting the annual bonus to the Management Board of Apator S.A. | |
Additional | Each Member of the Management Board may also receive additional non-cash benefits from |
non-cash | the Company, under the principles applicable to the Company's employees, such as: |
benefits | • contribution to the costs of renting an apartment, |
• co-financing of benefits available to the Company's employees (e.g. multisport card and | |
medical package, additional life and motor insurance), | |
• ECP, | |
• company car for private use. | |
The Company does not offer additional pension schemes and does not grant remuneration | |
in the form of financial instruments. | |
Name of the organisational unit: | Apator SA | ||
Period covered by the report: | 1 January 2023 - 31 | Reporting currency: | Polish zloty (PLN) |
December 2023 | |||
Rounding level: | Whole numbers, no decimal places | ||
Page 6 of 12
Management Board of Apator SA in 2023:
First and last name | Function | Term of office in the reporting year | |||
Arkadiusz Chmielewski | President of the Management Board - Business | 1 January 2023 - 28 February 2023 | |||
Development Director of the Apator Group | |||||
Tomasz Łątka | Member of the Management Board - General | 1 January 2023 - 27 September 2023 | |||
Director | |||||
Maciej Wyczesany | President of the Management Board - General | 1 March 2023 - 31 December 2023 | |||
Director | |||||
Łukasz Zaworski | Member of the Management Board - Product | 22 November 2023 - 31 December 2023 | |||
Development Director | |||||
Robert Kowalski* | Member of the Management Board - Strategy | 19 December 2023 - 31 December 2023 | |||
Director of the Apator Group | |||||
- Robert Kowalski resigned from the post of the Member of the Management Board of Apator SA effective 14 May 2024 due to his appointment to the Management Board of a State-Owned Enterprise
Total remuneration of the Members of the Management Board for 2023 (PLN gross):
Fixed | Remunerati | |||||||||
remunerati | on from | |||||||||
on | other titles | |||||||||
from Apator | (sick pay, | |||||||||
SA | holiday | |||||||||
Variable | ||||||||||
(employme | pay, | Additiona | Total | |||||||
remune | ||||||||||
nt contract, | inventions, | l benefits | remuneratio | |||||||
ration | ||||||||||
First and last | appointmen | severance | from | n | ||||||
from | ||||||||||
name | t to the | pay, | Apator | from Apator | ||||||
Apator | ||||||||||
Manageme | compensati | SA | SA | |||||||
SA* | ||||||||||
nt Board, | on) | |||||||||
contract for
the
provision of
services)
Share of | Remunerati | Total | ||
variable | on from | remuneratio | ||
remunerati | other | n | ||
on in total | entities in | from the | ||
remunerati | the Apator | Apator | ||
on | Group*** | Group | ||
Arkadiusz | |||||||||||
Chmielewski | 130,000 | 785,400 | - | 800 | 916,200 | 0% | 10,000 | 983,200 | |||
President of the | |||||||||||
Management | |||||||||||
Board | |||||||||||
Tomasz Łątka | |||||||||||
Member of the | 586,200 | 379,600 | - | 9,200 | 975,000 | 0% | 18,000 | 993,000 | |||
Management | |||||||||||
Board | |||||||||||
Maciej | |||||||||||
Wyczesany | |||||||||||
President of the | 650,000 | - | 344,565 | 52,300 | 1,046,865 | 40,200 | 1,087,065 | ||||
Management | 33% | ||||||||||
Board | |||||||||||
Łukasz | |||||||||||
Zaworski | |||||||||||
Member of the | 54,000 | - | - | 553 | 54,553 | 0% | 42,000 | 96,600 | |||
Management | |||||||||||
Board | |||||||||||
Robert | |||||||||||
Kowalski | 18,400 | - | - | 900 | 19,300 | 0% | - | 19,300 | |||
Member of the | |||||||||||
Management | |||||||||||
Board | |||||||||||
Conclusions | |||||||||||
Name of the organisational unit: | Apator SA | ||||||||||
Period covered by the report: | 1 January 2023 - 31 | Reporting currency: | Polish zloty (PLN) | ||||||||
December 2023 | |||||||||||
Rounding level: | Whole numbers, no decimal places | ||||||||||
Page 7 of 12
*The amount of the bonus due for 2023 approved by the Supervisory Board on 28 May 2024 based on the level of fulfilment of financial and non-financial objectives by individual Members of the Management Board. The bonus shall be paid upon approval of the financial statements by the General Shareholders Meeting. A bonus for 2022 was paid in 2023 in the amount of: Arkadiusz Chmielewski PLN 75,093; Tomasz Łątka PLN 111,660.
-
Arkadiusz Chmielewski received fixed remuneration for acting as the Member of Supervisory Board of Apator Powogaz; Tomasz Łątka received fixed remuneration for acting as the Member of Supervisory Board of Apator Rector; Maciej Wyczesany received fixed remuneration for acting as the Member of
Supervisory Board of Apator Powogaz and Apator Rector; Łukasz Zaworski received fixed remuneration for acting as the Member of Supervisory Board of Apator Metrix and Apator Rector
4. An explanation of how the total remuneration complies with the adopted Remuneration Policy, including how it contributes to the long-term performance of the Company
Under the Remuneration Policy, the total remuneration structure is in line with market practices, while remuneration levels are in line with those offered in the sector of industrial companies listed on the WSE, taking into account the scale of operations.
The amount of remuneration shall be reviewed once a year. The criteria affecting the nature and amount of fixed and variable remuneration awarded to the Members of the Management Board have been defined in such a way as to support the achievement of the Company's business strategy, long-term interests and stability, in particular by:
- setting bonus objectives for the Members of the Management Board annually in accordance with financial and strategic plans of the Company and the Apator Group and then assessing the level of their performance,
- concluding non-competition and confidentiality agreements with Members of the Management Board in order to protect the interests of the Company.
The objective of the Remuneration Policy is to ensure the development of the Company and the entire Apator Group, securing the stakeholders, in particular customers, owners and employees, inter alia, through adequate, market-based remuneration of the employees, for the work performed and motivating them to achieve the best possible results based on specified quantitative and qualitative criteria.
Each Member of the Company's Management Board may receive variable remuneration. Variable remuneration represents up to 80% of the fixed remuneration and is paid in the form of an annual bonus. A condition for receiving the bonus is the achievement of the financial and non-financial objectives determined by the Board, with the threshold for triggering the settlement of financial objectives being 90% achievement of these objectives.
Members of the Management Board receive both financial and non-financial objectives in a proportion of 80/20 respectively. The management objectives determining the amount of variable remuneration may include:
- financial objectives:
- income level
- EBITDA level
- net and gross profit level
- revenue value and trend
- other financial indicators
- non-financialobjectives:
- implementing the Company's and Group's business strategy
- increasing business efficiency
- actively seeking business development opportunities
- active cooperation within the Group
- customer satisfaction level
Name of the organisational unit: | Apator SA | ||
Period covered by the report: | 1 January 2023 - 31 | Reporting currency: | Polish zloty (PLN) |
December 2023 | |||
Rounding level: | Whole numbers, no decimal places | ||
Page 8 of 12
- implementing the HR strategy
- implementing the CSR strategy
- environmental indicators
Awarding bonuses to the Members of the Management Board is based on an assessment of the achievement of the set objectives.
In accordance with point 4.6 of the adopted "Remuneration Policy", the Company did not defer the payment of variable remuneration and did not request its return.
4.1. Bonus objectives for 2023
In accordance with the adopted Remuneration Policy for Members of the Management Board and Supervisory Board approved by Resolution of the Ordinary General Shareholders Meeting No. 29/VII/2020 and amended by Resolution of the Ordinary General Shareholders Meeting No. 24/VI/2023 and the Bonus Regulations, the Supervisory Board set financial and non-financial objectives for the Members of the Management Board for 2023 in the proportion of 80/20 respectively, and assigned bonus thresholds and weights to them. No bonus objectives were set for those appointed to the Management Board in the last quarter of 2023.
The payment of the variable remuneration (bonus) occurs upon the Supervisory Board's assessment of the performance of the set objectives in the form of a resolution and upon the approval of the Company's financial statements by the General Shareholders Meeting scheduled for 26 June 2024.
Name of the organisational unit: | Apator SA | ||
Period covered by the report: | 1 January 2023 - 31 | Reporting currency: | Polish zloty (PLN) |
December 2023 | |||
Rounding level: | Whole numbers, no decimal places | ||
Page 9 of 12
5. Changes in remuneration and basic results of the Apator Group from 2018
- 2023
The table below shows the changes in total remuneration* and basic results of the Apator Group from 2018-2023.
Year on Year
Maciej Wyczesany
President of the
Management Board
since 1 March 2023
Łukasz Zaworski
Member of the
Management Board
since 22 November
2023
Robert Kowalski
Member of the
Management Board
since 19 December
2023
Mirosław Klepacki
President of the
Management Board
from 16 November 2017
to 24 November 2021
Arkadiusz
Chmielewski Member
of the Management Board since 12 June 2017 to 30 November 2017 and since 1 January 2019 to 24 November 2021. President of the Management Board
2019 vs | 2020 vs | 2021 vs | 2022 vs | 2023 vs | ||||||||||||||||||||||||||||
2018 | 2019 | 2020 | 2021 | 2022 | 2023 | |||||||||||||||||||||||||||
2018 | 2019 | 2020 | 2021 | 2022 | ||||||||||||||||||||||||||||
- | - | - | - | - | 1,046,865 | - | - | - | - | 100% | ||||||||||||||||||||||
- | - | - | - | - | 54,553 | - | - | - | - | 100% | ||||||||||||||||||||||
- | - | - | - | 19,300 | - | - | - | - | 100%- | |||||||||||||||||||||||
1,088,324 | 1,207,938 | 1,310,744 | 1,077,316 | - | - | 11.0% | 8.5% | - 17.8% | - | - | ||||||||||||||||||||||
- | 384,000 | 416,736 | 412,080 | 858,241 | 916,200 | - | 8.5% | -1.1 % | 108.3% | 7% | ||||||||||||||||||||||
Name of the organisational unit: | Apator SA | ||
Period covered by the report: | 1 January 2023 - 31 | Reporting currency: | Polish zloty (PLN) |
December 2023 | |||
Rounding level: | Whole numbers, no decimal places | ||
Page 10 of 12
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Disclaimer
Apator SA published this content on 28 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 June 2024 12:31:04 UTC.