Corporate governance
Corporate governance – how we understand it ?

Corporate governance refers to a set of rules addressed to all shareholders, corporate bodies and their members and applied by companies to ensure transparent governance.

Orange Polska, as a company listed on the Warsaw Stock Exchange (WSE), applies corporate governance rules, maintaining Polish and international standards of proper governance. In particular, such efforts are reflected in Best Practice, Diversity Charter, Integrated Reports or Orange Polska Code of Ethics. We are convinced that transparent corporate governance is the only right and innovative approach that fits the market environment and provides for the proper balance between the interests of all the stakeholders involved in the operations of Orange Polska.

Corporate governance in Orange Polska
Corporate governance in Orange Polska is designed to provide responsible corporate management and supervision in order to achieve the Company’s strategic goals and enhance its value. To these ends, we have created a strong corporate governance framework to support the structures, processes and controls which help us to operate more efficiently and mitigate risk. The ability of the Company to create value is ensured by having capable governing bodies with a proper division of responsibilities and optimal representation of experience, skills and education. The sustainability of the Company is secured by its ability to allocate fairly and sustainably the created value which is necessary to the Company’s long-term success.

We communicate with our shareholders and other stakeholders in a way that combines the financial and non-financial aspects of our business. Since 2017, we have published integrated annual reports, which present our business model, our value creation story, the economic and social context of our operations, how we implement our strategy, how we are governed and how we influence the environment. By integrated reporting we can demonstrate the wider context of our business activities, and explain our responsible approach to doing business.

Management

The Management Board of Orange Polska consists of 8 members, including the President, who are appointed by the Supervisory Board. The term of office of the members of the Management Board is three years.
For the detailed description of the powers of the Management Board see the Regulations of the Management Board

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Liudmila Climoc
President of the Management Board
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Liudmila Climoc
President of the Management Board

Liudmila Climoc (born 1975), CEO and President of the Management Board of Orange Polska since 1st September 2023.

With 25 years of experience in telecommunications, Liudmila became the CEO of Orange Moldova in 2008, and in 2016 was appointed the CEO of Orange Romania. During her mandate, Orange Romania went through a complex transformation from a mobile-only company into a fully integrated operator, a journey that started in 2016 with the launch of the first convergent services for residential customers and continued with the expansion of fibre coverage across the country, and reinforced this strategy by joining forces with an incumbent operator Telekom Romania Communication in 2021, integrating 2 companies under one Orange umbrella.

She joined the Group in 1998 at Voxtel (currently Orange Moldova) and held several managerial positions until 2008, when she was promoted from Chief Sales Officer to Chief Executive Officer.

Liudmila Climoc has a degree in engineering from the Technical University of Moldova and holds an Executive MBA from the Newport University USA/ProEra Moldova programme between 2011–2013.

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Jolanta Dudek
Vice-President in charge of the Consumer Market
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Jolanta Dudek
Vice-President in charge of the Consumer Market

Jolanta Dudek (born 1964) is the vice president of Orange Polska for the consumer market since 1 July 2021. Since 2013, he has been responsible for the area of ​​customer relations in the company, since 2015 in the company’s management board. She started her career in the telecommunications industry in 2000 at PTK Centertel sp.z o.o. in managerial positions related to the management of individual customer service. In the years 2004-2010 she was the Business Customer Service Director of Orange mobile network. In October 2010, she took the position of Business Customer Service Director at Orange Customer Service sp.z o.o. From November 2013, she was the Executive Director for Customer Service at Orange Polska. Until the Customer Service area was included in the structures of Orange Polska in 2016, she was the President of the Management Board of Orange Customer Service subsidiary.

She graduated from the Faculty of Philology at the University of Silesia and postgraduate studies in European Economy Management, obtaining a diploma from the French École des Hautes Études Commerciales (HÉC) in Jouy-en-Josas and from the Warsaw School of Economics (SGH). She is also a graduate of the Academy of Leadership Psychology (2013) and the School of Mentors (2015) at the Business School of the Warsaw University of Technology.

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Bożena Leśniewska
Vice-President in charge of the Business Market
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Bożena Leśniewska
Vice-President in charge of the Business Market

Bożena Leśniewska (born 1965), Vice President of the Management Board. She is responsible for the business market and its subsidiaries: Integrated Solutions, BlueSoft and Craftware. For over 20 years she’s been active in the telecommunications sector. She started her professional career in 1992 at DHL International Ltd. From 1996 she was responsible for the sales market at Polkomtel S.A. In 2006, she joined Orange Polska team at PTK Centertel as the Deputy Director of the Business Market Sales Division, and then the Director of the Sales Division to Business Customers. From 2008, she was the Director of the Business Customers Division, and then the Sales Director at PTK Centertel and Orange Polska at the same time. In November 2013, she was appointed Executive Director for Sales at Orange Polska, and two years later, she became a Member of the Management Board for Sales and Commercial Digitization.

Bożena Leśniewska is a graduate of the Jagiellonian University, the Academy of Leadership Psychology at the Business School of the Warsaw University of Technology, Mentoring Academy and the Advanced Management Program at INSEAD. She is a member of Responsible Leadership Council at Responsible Business Forum, Council of the Orange Foundation and Professional Women Network (PWN). She is also the President of the LiderShe association. Active mentor in mentoring programs, incl. Vital Voices Foundation and Perspektywy Foundation, as well as the co-author of the first European studies for women – Women’s Leadership Academy at Kozminski University.

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Witold Drożdż
Management Board Member in charge of Strategy and Corporate Affairs
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Witold Drożdż
Management Board Member in charge of Strategy and Corporate Affairs
Witold Drożdż (born 1974). In Orange Polska since 2012, namely as Executive Director in charge of Corporate Affairs from 2012 to 2018. Since November 2018 Management Board Member in charge of Strategy and Corporate Affairs. From 2010 to 2012 he was Vice-President of the Management Board and then acting President of the Management Board for PGE Energia Jądrowa S.A. From 2007 till 2010 he served as Deputy Minister of the Interior Affairs and Administration, responsible for the development of information society and public records, as well as Chairman of the government Committee “Digital Poland” and a member of the government Committee for Energy Security and the inter-ministerial Committee for Digital TV and Radio Broadcasting.

He is a Member of the Orange Foundation Board and Cooperation and Dialogue Council at Warsaw University.

He graduated in Law and International Relations at the University of Warsaw and has completed the Stanford Executive Program at Stanford University.

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Piotr Tadeusz Jaworski
Management Board Member in charge of Network and Technology
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Piotr Tadeusz Jaworski
Management Board Member in charge of Network and Technology
Piotr Tadeusz Jaworski (born 1961), Management Board Member in charge of Network and Technology since November 2018.

From September 2016 he held the position of Executive Director in charge of Network and Technology in Orange Polska. He is a member of the Orange Network Experts Committee.He is also the Chairman of the TP Teltech Supervisory Board as well as the Chairman of the Networks! Supervisory Board.

Piotr Jaworski has worked at Orange Polska (former Telekomunikacja Polska) since 1991, initially as the Technical Manager in the Białystok Technical Unit, then, in the company’s Headquarters, as Director of the Business Customer Relations Department and Regional Executive Director (for South and Central Regions). Between 2007 and 2013, he was the Technical Customer Service Director. Then, until 2016, he worked as the Service Delivery and Maintenance Director, responsible for technical processes of service provision and maintenance (for both Orange customers and alternative operators), network investments (including VHBB FTTH roll-out) and active network maintenance. In 2007-2020, a member of the OPL Ethics Committee. He has been the leader of several projects in customer experience development. He has been involved in charity work for years.

He graduated in electronic engineering from the Warsaw University of Technology and holds MBA qualifications from the University of Gdańsk and the University of Strathclyde in Glasgow.

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Jacek Kowalski
Management Board Member in charge of Human Capital
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Jacek Kowalski
Management Board Member in charge of Human Capital

Throughout his professional career Jacek Kowalski has participated in many change management and transformation projects. He is a type of manager who takes great pride in working with creative and curageous teams. He prefers learning through practice. His favourite concepts include: The Learning Organization (P. Senge) and The Reflective Practitioner (D. Schon).

Since 2011 he has been a Board Member in charge of Human Capital at Orange Polska. Before joining Orange he we was an Executive Director of Human Resources and a Director of Competency Management and Employee Development. He started his journey at Orange as a Learning and Development Manager and an HR Business Partner for Sales at PTK Centertel. Before Orange for a few years he managed a team delivering B2B consulting services in the field of learning and organizational development as a Director and Board Member at Infor Training (Grupa Wydawnicza INFOR). Early in his career Jacek worked in education as a private school teacher, a project manager, a certified trainer, an instructional designer, an editor and finally as a Director of the Centralny Ośrodek Doskonalenia Nauczycieli where he was responsible for projects related to education reform and Poland’s accession to the European Union.

In 1989 he graduated from The University of Warsaw with a degree in history. In 1996 he completed a postgraduate course in local government and NGO management. He holds a Trainer of Trainers Certificate from the TERM Programme 1995-96 (Sheffield International College).

He is a member of an informal group called Human Explorers. He is also a Member of the Program Board at the Polskie Stowarzyszenie Zarządzania Kadrami, a Liderzy Pro Bono initiative participant and the Chairman of the Supervisory Board at PTE Orange.

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Jacek Kunicki
Management Board Member in charge of Finance
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Jacek Kunicki
Management Board Member in charge of Finance

Jacek Kunicki (born 1979) has worked in Orange Polska since 2003 holding a number of managerial positions of growing responsibility within the finance area, in particular he was the Director of Investor Relations from 2010 to 2014 and Orange Polska Group Chief Controller from 2014, where he played a critical role in the success of the .One strategy turnaround and in the pivot to commercial value strategy. From 31 March 2020 he holds the position of Orange Polska’a Chief Financial Officer.

Jacek Kunicki is a supervisory board member of BlueSoft, Integrated Solutions, Światłowód Inwestycje and NetWorkS! (Orange Polska Group companies) and a Member of the Supervisory Board of the Polish Association of Listed Companies (SEG). Between 2020-2022, he was a Member ot the Supervisory Board of TP Teltech. Before joining Orange, Jacek worked in the finance team of a telecom Energis Polska. He graduated from the Higher School of Management in Warsaw and holds an MBA from the Oxford Brookes University.

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Maciej Nowohoński
Management Board Member in charge of Carriers Market and Real Estate Sales
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Maciej Nowohoński
Management Board Member in charge of Carriers Market and Real Estate Sales
Maciej Nowohoński (born 1973) has been with Orange Polska since 2003 and held several positions of growing responsibility in finance, including Orange Polska Group Controller in 2006–2014 and Management Board Member in charge of Finance from March 2014 to March 2020.

He was a Member of the Management Board of Emitel from 2010 to 2011 and the Chief Financial Officer of PTK Centertel between 2011 and 2013. Furthermore, he sits on supervisory boards of selected subsidiaries of Orange Polska. Prior to joining the Orange team, he worked for Arthur Andersen and Andersen Business Consulting.

He is a graduate of the Foreign Trade Faculty, Economic University of Poznań and the Dutch HAN University of Applied Sciences in Nijmegen.

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 13 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.

Regulations of the Supervisory Board

Since 9 February 2024, the composition of the Supervisory Board of Orange Polska is as follows:

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Maciej Witucki
Chairman of the Supervisory Board
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Maciej Witucki
Chairman of the Supervisory Board

Maciej Witucki (born 1967), President of the Polish Confederation Lewiatan – the leading Polish employers’ organization since June 2019. In 2006 – 2019 served as the vice-president of Lewiatan.

Graduated from the Poznan University of Technology. He held post-graduate studies in the field of industrial systems management in Ecole Central Paris (France). He specialized in logistics and decision-supporting systems.

He started his business career in Cetelem Bank (Paribas Group) – first in France, then in Poland. From October 2001 he was working in the capacity of the Member of the Management Board while from 2005 – as the President of the Management Board of Lukas Bank (Credit Agricole Group).

He joined Orange Group in 2006: in the years 2006 – 2013 he was the President of the Management Board while on 19 September 2013 he assumed the position of the Chairman of the Supervisory Board at Orange Polska.

From January 2016 to February 2019 he was the President of the Management Board at Work Service S.A.

He is a member of the supervisory boards at UNIQUA, TISE and Krynica Vitamin.

From 2010 to 2017 he was the President of the Polish and French Chamber of Industry and Commerce (CCIFP). He is a Member of the Board of Directors at Atlantic Council of the United States, member of the Management Board of the Prof. Bronisław Geremek Centre Foundation and Executive Committee Member of GLOBSEC.

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Mari-Noëlle Jégo-Laveissière
Deputy Chairwoman of the Supervisory Board
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Mari-Noëlle Jégo-Laveissière
Deputy Chairwoman of the Supervisory Board

Mari-Noëlle Jégo-Laveissière (born in 1968) holds the position of Orange Deputy CEO in charge of Europe since September 1st 2020. She joined the Orange Group Executive Committee in 2014, as Deputy CEO in charge of Technology and Global Innovation.

She held various executive positions in the Group since she joined the France Telecom Group in 1996: Senior Vice President of International & Backbone Network Factory, Senior Vice President for Research and Development, Vice President for the Home Marketing Division of Orange France, Head of the French Region, where she was in charge of technical & commercial entities for mass markets and business clients.

Mari-Noëlle obtained an engineering degree from Ecole des Mines de Paris. She is a post-graduate in quantum chemistry with a doctor’s degree from the University of Paris XI-Waterloo University and Ecole Normale Supérieure. She is a Board Member of Engie and Valeo, a member of the Médecins du Monde Foundation and President of the School Council of Telecom ParisTech.

Member of the Orange Polska Supervisory Board since October 20, 2020.

Deputy Chairwoman of the Supervisory Board since February 14, 2023.

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Laurent Martinez
Deputy Chairman of the Supervisory Board
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Laurent Martinez
Deputy Chairman of the Supervisory Board

Laurent Martinez (born 1968)  is becoming CFO of Orange Group as of 1 September 2023. He is currently CFO of Alstom since July 2018. In February 2021, Alstom finalized the acquisition of Bombardier Transportation, leading to the creation of the worldwide leader of Rail transportation.

In 1996, Laurent Martinez joined Astrium (now Airbus Defence and Space), where he held various functions in finance controlling. At the creation of EADS in 2001, he was named Head of Controlling Space & Defence division, based in Munich. In 2004, he became Chief Financial Officer of Astrium Space Transportation. Laurent moved to Airbus in 2009 to become Head of Airbus Group controlling, performance and accounting. From 2015 to 2018, Laurent has been leading Airbus Services Business Unit, as a worldwide organization.

Laurent Martinez is a graduate engineer in Electronic & Telecom from ENSEEIHT engineering school and holds a Master degree in finance and accounting. He is member of Henkel Supervisory Board since 2023.

Member of the Orange Polska Supervisory Board since June 29, 2023.

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Marc Ricau
Secretary of the Supervisory Board, Member of the Audit and Remuneration Committees
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Marc Ricau
Secretary of the Supervisory Board, Member of the Audit and Remuneration Committees
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.

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John Russell Houlden
Independent Member of the Supervisory Board, Chairman of the Audit Committee
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John Russell Houlden
Independent Member of the Supervisory Board, Chairman of the Audit Committee

John Russell Houlden (born 1959) gained extensive experience in accounting and audit in a variety of financial roles in Spicer & Oppenheim (now part of Deloitte), ICI and BT. Next, he served as Finance Director of Lovells (2002 to 2008), Chief Financial Officer of Telecom New Zealand (2008 to 2010) and Chief Financial Officer of the United Utilities Group (2010 to 2020). From 2011 to 2013 he was a member of the UK Government’s Ecosystem Markets Task Force and from 2014 to 2020 he was also the Chairman of the Financial Reporting Committee of the ‘100 Group’ (which represents THE collective views of FTSE 100 companies to the IASB, ESMA and other regulatory bodies). From 2020 to 2022 he was the Chairman of the Audit Committee of Babcock International Group (a FTSE 250 company) and from 2022 to date he has been an Operating Partner of Corsair Infrastructure and a Non-executive Director of Yorkshire Water.

John Russell Houlden 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 and a Fellow of the Association of Corporate Treasurers. His contributions have been recognised with various awards, including 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.

Member of the Orange Polska Supervisory Board and Chairman of the Audit Committee since 2014.

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Maria Pasło-Wiśniewska
Independent Member of the Supervisory Board, Chairwomen of the Remuneration Committee, Member of the Audit and Strategy Committees
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Maria Pasło-Wiśniewska
Independent Member of the Supervisory Board, Chairwomen of the Remuneration Committee, Member of the Audit and Strategy Committees

Maria Pasło-Wiśniewska (born 1959), Ph.D. in sociology, economist, 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 – a company managing a network of over 2,000 pharmacies in Poland (2008-2012), as well as non-executive Board membership at UAB NFG – pharmaceutical distributor in Lithuania (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 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. 

Reasercher and lecturer at the Faculty of Artes Liberales at the University of Warsaw. 

Member of the Orange Polska Supervisory Board since April 9, 2015.

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Jean-Marc Vignolles
Member of the Supervisory Board, Chairman of the Strategy Committee
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Jean-Marc Vignolles
Member of the Supervisory Board, Chairman of the Strategy Committee

Jean-Marc Vignolles (born in 1953) was appointed Chief Operating Officer for Europe, as from May 2018 and a Member of Orange Group Management Committee until April 2020.

In March 2016, Jean-Marc Vignolles was appointed Deputy General Manager and Chief Operating Officer (COO) of Orange Middle East and Africa (OMEA) Holding company, monitoring the operational performance of Orange subsidiaries within the MEA region. He has been Member of the Board of Directors of several companies of Orange Group in various countries in Europe, Middle East and Africa.

From 2007 to 2015, Jean-Marc Vignolles was Chief Executive Officer of Orange Spain, which, under his leadership and following the acquisition of Jazztel in 2015, grew to number two position on the Spanish market. Prior to that, he was the COO (2001-2004) and CEO (2004-2007) of PTK Centertel sp. z o.o. as well as member of the Management Board of Telekomunikacja Polska S.A. (2004-2007) – presently both operating under a name Orange Polska S.A.

Beginning 1983, Jean-Marc Vignolles worked at France Telecom, occupying various key, upper-level positions, including Vice President for Central and Eastern Europe in the International Development Division (1994-2000), Key Account Manager in the France Telecom Key Account Division (1990-1994), and Head of Department in the IT Division (1983-1990).

Mr. Vignolles received his Agrégation d’anglais certification in 1977 and graduated from Institut d’Etudes Politiques (Paris) in 1976 and from Ecole Normale Supérieure in 1973.

Member of the Orange Polska Supervisory Board since April 20, 2018.

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Philippe Béguin
Member of the Supervisory Board, Member of the Strategy Committee
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Philippe Béguin
Member of the Supervisory Board, Member of the Strategy Committee

Philippe Béguin (born in 1970) is Senior Vice President Group regulatory affairs at Orange since 1 January 2021. 

He started his career in 1997 as project manager for the deployment of Internet networks within France Telecom – Orange. He then managed the Information System department for IP and ATM networks.

He then joined the wholesale division where he was first Marketing Director, and became Director of THD networks, in charge of defining and marketing Orange’s wholesale FttH offers and managing Orange’s public initiative networks.

In 2017, he joined the Regulatory Affairs Department in charge of regulation in France.

Philippe Béguin is a graduate from Ecole Normale Supérieure and Ecole Nationale Supérieure des Télécommunications.

Member of the Orange Polska Supervisory Board since June 2021.

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Bénédicte David
Member of the Supervisory Board, Member of the Strategy and Remuneration Committees
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Bénédicte David
Member of the Supervisory Board, Member of the Strategy and Remuneration Committees

Bénédicte David  (born in 1964) since October 2020, she works in Orange Wholesale and International Network division in charge of wholesale line of business for all international Orange Affiliates in Europe (except Orange France) and Middle East & Africa. Member of the Supervisory Board, Member of the Strategy and Remuneration Committees. 

She joined the Orange Group in September 1989 and dedicated her entire career in accompanying the key evolutions of the company. She occupied multiple senior management positions at Orange France, than in Orange Group Innovation division, including the launch of Innovation Centers dedicated to Middle East & Africa Orange affiliates. She then moved up in 2015 to Orange Middle East & Africa zone (OMEA) as Head of Strategy & Customer experience, and then in September 2016, as Head of the West and Central Africa Zone in charge of 6 OMEA affiliates, a position that led her to become Board members of all these affiliates as well as Chairman of the Board of Orange Cameroun and Orange Central African Republic. 

She graduated from the French school « Ecole Normale Supérieure – ENS » (Paris) with a specialization in Physics.

She also holds a Master’s degree in telecommunications at ParisTech College (Paris) as well as an executive certificate in business management at CEDEP executive management school (Fontainebleau, France).

Member of the Orange Polska Supervisory Board since June 2021.

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Bartosz Dobrzyński
Independent Member of the Supervisory Board, Member of the Strategy and Remuneration Committees
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Bartosz Dobrzyński
Independent Member of the Supervisory Board, Member of the Strategy and Remuneration Committees

Bartosz Dobrzyński (born 1970) started a professional career as a journalist in the mid 90-ties before moving to marketing roles. Spent over 20 years in the telecommunication sector with the most notable position as a head of consumer propositions at Orange (2001-2008) and later as CMO, member of the Management Board of Play (2008-2018). During its tenure Play, starting from scratch, became one of the leading operators in the mobile market. Independent Member of the Supervisory Board, Member of the Strategy and Remuneration Committees

After leaving Play he was involved in advising various companies and startups in the fields of business models and marketing.

Educated at Warsaw University (journalism, MBA) and IESE Barcelona (Advanced Management Program).

Member of the Orange Polska Supervisory Board since April 22, 2022.

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Clarisse Heriard Dubreuil
Member of the Supervisory Board
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Clarisse Heriard Dubreuil
Member of the Supervisory Board

Clarisse Heriard Dubreuil (born 1973) holds the position of Finance and Strategy Director for Europe Division in Orange Group. She began her career in the financial department of Air France. In 1999, she joined the Orange Group, and since then has held various positions in France and abroad, mainly in Finance and Human Resources. She became deputy financial director of Orange Belgium, a listed company, in 2012, then in 2020 was appointed financial director of the Europe division, following 3 years as HR Director for Finance. Through these recent activities, she has been able to put in place high-stakes transformation plans. She has worked on major acquisition files within the Group.

She is graduate of French Business School in 1996.  She obtained the Board Member certificate of IFA-Sciences Po in July 2021.  She is a Supervisory Board Member of Orange Belgium, Orange Money Romania, Orange Romania Communications and Supervisory Board member and Chairwoman of the Audit Committee of Orange Spain.

Member of the Orange Polska Supervisory Board since June 29, 2023.

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Monika Nachyła
Independent Member of the Supervisory Board, Member of the Audit Committee and Strategy Committee
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Monika Nachyła
Independent Member of the Supervisory Board, Member of the Audit Committee and Strategy Committee

Monika Nachyła (born 1968), non-executive director with many years of international, C-suite experience in the areas of private equity, investor relations, ESG and sustainability, operational financial management and strategy development. Monika Nachyła is a graduate of the Warsaw School of Economics. She holds also post-graduate diplomas in social psychology and agriculture.

She began her professional career as an auditor at Arthur Andersen in Warsaw and Salustro Reydel in Paris. Between 1995 and 2000, she held the position of CFO at Sanofi-Synthélabo, greatly contributing to its success as one of the major players in the pharmaceutical market in Poland. From 2000 to 2011, she has been active in the private equity sector. As the Vice President for Portfolio & Fund Operations of Innova Capital she supervised its portfolio companies. Subsequently, as the Partner in charge of Investor Relations at Enterprise Investors, she was responsible for fundraising and investor relations.

In 2011, she joined the Supervisory Board of one of the leading Polish banks BGŻ (controlled by Rabobank; currently BNP Paribas) as a non-executive director of the Supervisory Board and an Audit Committee. From 2013 to 2015, she served as the Vice President of BGŻ Management Board responsible for the strategy and development as well the bank’s strategic agribusiness division.

Since May 2017, she is a Partner at Abris Capital Partners, private equity fund manager investing in Central Europe, where she has been responsible for investor relations, public relations, ESG (responsible investing standards) and supervision of selected portfolio companies. She is also a member of the Abris Management Committee.

She acted as a non-executive director of multiple supervisory boards (BGŻ BNP Paribas, Allianz Polska, Euler Hermes Polska, Mykogen), focusing on monitoring of the key performance indicators (KPI), shareholders value creation and senior management coaching. At the Polish Private Equity and Venture Capital Association, she chaired the Corporate Governance Committee and was a member of the Investor Relations Taskforce.

At present, she serves as a member of the Supervisory Board of Graal and the Chairwoman of the Supervisory Board of Velvet Care. In addition, she is a member of the ESG Committee at the Polish Private Equity and Venture Capital Association and a Board Member of UN Global Compact.

Member of the Orange Polska Supervisory Board since 24 April 2019.

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Jean-Michel Thibaud
Member of the Supervisory Board, Member of the Audit Committee
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Jean-Michel Thibaud
Member of the Supervisory Board, Member of the Audit Committee
Jean-Michel Thibaud (born 1969) was appointed Interim Executive Director, Group Finance, Performance and Development with effect from April 3, 2023. Until this date, he was Deputy Finance Director of the Orange Group in charge of controlling . He is a graduate from Centrale-Supélec engineer school and from Sciences Po Paris.

He started his career spending 7 years in the banking business in export, structured and project finance.

He joined Orange in 2001 as manager then head of project finance, and became the Orange Group Treasurer in 2008 until 2012, covering debt raising (bonds, corporate, project, structured finance), relationship with rating agencies, and equity capital markets as well as cash management and customer financing.

Between 2013 and 2019, he acted as CFO and Senior VP, Strategy, Transformation & General Services at Orange Business Services. Orange Business Services is a worldwide provider of IT & Telecom services for large corporates with € 7.3 bn revenues and 25,000 people.

Member of the Orange Polska Supervisory Board since April 24, 2019.

There are four independent members of the Supervisory Board: Bartosz Dobrzyński, John Russell Houlden; Monika Nachyła; Maria Pasło-Wiśniewska.

Every year, the Supervisory Board evaluates the situation of Orange Polska Capital Group on a consolidated basis, including the assessment of internal control systems, risk management, compliance and internal audit functions, assessment of the application of corporate governance principles and the manner of fulfilling disclosure obligations regarding their application, as well as an assessment of the rationality of the sponsorship policy and charity.

Supervisory board committees

Composition of the committee

Maria Pasło–Wiśniewska – Chairman
Benedicte David, Bartosz Dobrzyński i Marc Ricau – members

Principal tasks of the Committee:

  • To advise the Supervisory Board and Management Board on general remuneration policy of the Orange Polska Group
  • To make recommendations to the Supervisory Board and Management Board on the appointment, performance objectives and conditions and amount of remuneration of the members of the Management Board.

For the detailed description of its tasks see the Regulations of the Remuneration Committee.

Shareholders
Interest in the Share Capital (%)
Number of shares held*

* 1 share = 1 vote at AGM

* Information on  February 14, 2024

**To the Company’s best knowledge, i.e. according to the annual asset structure as of December 29, 2023 published by the open pension funds

General meeting

Orange Polska S.A. holds an Annual General Meeting, in accordance with Polish company law and the principles of best practice in shareholder communications.

Shareholders are encouraged to take part in the meeting, whether in person, by proxy or by using means of direct remote communication, if such an option is stated in the notice of convening the General Meeting.  Annual shareholders meeting is broadcasted live via online.

In line with the recommendations formulated in the Code of Best Practice for WSE Listed Companies, the General Assemblies are broadcast on the Internet and their video record is published on the corporate website.

Click here to download Regulations of the General Assembly.
Materials related to the Company’s General Assemblies.

Corporate governance for Orange Polska
Best practices
We follow good practices in order to enhance the transparency in our Company, improve the quality of communication with the current and prospective investors, and reinforce the shareholders’ rights protection, also in the matters not regulated by law
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Reports and statements

Since July 1, 2021 Orange Polska S.A. complies with the corporate governance rules described in the document The Best Practice for GPW Listed Companies 2021 attached to the resolution No. 13/1834/2021 of the Supervisory Board of the Warsaw Stock Exchange dated 29 March 2021.

For more information about corporate governance on Warsaw Stock Exchange please visit corp-gov.gpw.pl

Based on Article. 29 clause 3 of the Regulations of the Warsaw Stock Exchange S.A. on July 28, 2021 Orange Polska S.A. made its declaration on these principles.

Every year, together with the annual report, the Company publishes a report on the application of the principles of corporate governance in the given year.

 

Reports

Statements

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Compliance management
Orange Polska has launched the Compliance Management Programme. Its main objectives are risk identification, incident monitoring as well as initiation and implementation of corrective actions aimed at preventing potential negative effects of non-compliance with legal regulations, good practices or market standards.

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Code of Ethics
The Code of Ethics was adopted in Orange Polska in 2008.

For us, the Code means:

1 A set of standards and values of fundamental importance for our work and reputation, as well as Orange Polska’s relationship with shareholders, customers, employees, suppliers, competition and the environment in which we operate;

2 Attitudes and behaviours which are most desired and expected by our customers, shareholders, business partners and local communities;

3Our Code of Ethics has been based on the fundamental principles formulated in the Universal Declaration of Human Rights, International Labour Organisation’s recommendations as well as OECD’s anti-discrimination and anti-corruption guidelines.

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ESG Index of WSE
WSE ESG Index and FTSE Russell ESG Ratings Index, Orange Polska S.A. shares listed on the Warsaw Stock Exchange (WSE), are included in the WIG-ESG index since its foundation in 2019. The WIG-ESG index comprises in its portfolio companies from the Warsaw Stock Exchange considered socially responsible, i.e. those that follow the principles of socially responsible business, in particular in the field of environmental, social, economic and corporate governance issues. Previously, Orange Polska shares were included in the RESPECT Index, which grouped companies from the Warsaw Stock Exchange in its portfolio that ranked highest in terms of Corporate Social Responsibility. The RESPECT Index was published from 2009 to 2019. Orange Polska S.A. It is listed in the global FTSE Russell ESG Ratings Index, which takes into account the ESG (environmental, social and management) results of registered companies.
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Diversity management in Orange Polska
We have adopted the Diversity Management Policy, which aims to:

  • Create a work environment open to diverse mindsets;
  • Build a corporate culture deriving strength from diversity;
  • Ensure proper conditions of employee development;
  • Support the empowerment of all employees;
  • Improve the quality of HR management within the Company.

The implementation of this policy is a responsibility of the Committee for Workplace Diversity and Gender Equality in Orange Polska.

Orange Polska holds the Gender Equality European and International Standard (GEEIS) certificate. It is also a signatory to and a guardian of the Diversity Charter in Poland.

One of the Company’s priorities is to ensure equal access for men and women to managerial positions. Our goal is to increase the number of women in leading positions, and we have adopted the standard of nominating candidates of both sexes in the recruitment and succession rules. Orange Polska follows a policy of appointing persons with appropriate competence, professional experience and education to the Company’s Boards.

Equal pay indicator

On an annual basis, Orange Polska develops the detailed analysis of the ratio of remuneration of women to men based on comparable groups of employees (i.e. employees performing similar and comparable work). We regularly analyse remuneration of women and men. The gender pay gap index is determined for employees performing comparable work at positions within the same pay grades. In 2022, it was 3.3% at specialist positions and 3.8% at management positions. No major deviation of this index in relation to previous years has been observed.

Women and men share in the Management Board and Supervisory Board of Orange Polska S.A.

 

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Whistleblowing
Orange Polska attaches great importance to the concept of whistleblowing as a tool which enables its employees to submit in a safe and fully anonymous manner any comments or doubts related to potential fraud or offence in the Company and report cases of broadly understood wrongdoing among employees. Such cases may be reported through dedicated channels, particularly to the Ethics Committee’s special e-mail box, (zapytaj.etyka@orange.com). Owing to this solution, whistleblowers who report fraud in good faith are guaranteed confidentiality and non-retaliation.
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Auditors
KPMG Audyt spółka z ograniczoną odpowiedzialnością sp. k. (Inflancka 4a Street, 00-189 Warsaw) is authorised to audit the standalone financial statements of Orange Polska and consolidated financial statements of the Orange Polska Group for 2021 to 2025. Half-year financials statements are subject to a review by the auditors, whereas the annual financial statements are subject to an audit.

For the description of a procedure for changing the Company’s auditors click here.

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Significant transations with related parties
On this page Orange Polska SA. discloses information on significant transactions with related parties (according to article 90i of The Law of July 29, 2005 on public offering and the conditions for introducing financial instruments to the organised trading system and on public companies) in IFRS Consolidated Financial Statements of Orange Polska Group (note 30.2 Related party transactions) – see Results centre or in current reports see: News and current reports.
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